Fraser and Company Ltd Directors Report.

Dear Members,

The Directors of your Company have pleasure in presenting Annual Report together with the Audited Statement of Accounts of the Company for the year ended 31st March, 2019.

1. Financial Performance:-

The financial performance of the Company for the Year ended 31st March, 2019 is as summarized below:- (In Rupees)

Particulars 2018-19 2017-18
Turnover (Net of GST)& Other Income 4,86,97,769 73,37,917
Profit / (Loss) before Interest, Depreciation & Taxation 10,80,540 (12,29,210)
Less Interest 00.00 00.00
Profit / (Loss) before Depreciation & Taxation 10,80,540 (12,70,210)
Less Depreciation 1,23,462 20,500
Profit/ (Loss) before tax 9,57,078 (12,49,710)
Less Provision for Taxation (Incl. Deferred Tax) 2,65,492 00.00
Net Profit / (Loss) for the year 6,91,586 (12,49,710)

2. Performance Review:-

For the year 2018-19, the Turnover of the Company increased and stood at Rs. 4,86,97,769 and Net Profit for the year is Rs.6,91,586.

3. Dividend:-

Your Directors has not recommended any dividend for the year under review.

4. Reserve:-

The Company has transferred current years profit of Rs. 6,91,586/- to the Reserve & Surplus and the same is in compliance with the applicable provisions prescribed under the Companies Act, 2013.

5. Indian accounting standards

The Ministry of Corporate Affairs (MCA) notified its phase-wise roadmap for the adoption of Indian Accounting Standards (Ind AS), converged with the International Financial Reporting Standards (IFRS) vide its notification dated February 16, 2015, announcing the Companies (Indian Accounting Standards) Rules, 2015, for the application of IND AS. Accordingly, your Company has adopted Ind AS with effect from 1st April, 2018.

Your Company believes in highest standards of Corporate Governance and recognizes that Financial Statements are an important source of information to the Shareholders and other Stakeholders.

6. Change in the nature of the business

During the financial year, the Company has altered the object clause of its Memorandum of Association by incorporating therein under sub-clause under Part -A of Clause III, after the existing sub-clause 1:

2. To carry on the business of manufacturing, buying, selling, reselling, importing, exporting, transporting, storing, developing, promoting, marketing or supplying, trading, dealing in any manner whatsoever in all type of goods on retail as well as on wholesale basis in India or elsewhere or otherwise deal in all kinds of hardware and construction materials, electrical and electronic appliances of all kinds and apparatus of every description, wires, cables network , electrical, & electrical items & products, cooler kits, switches, electrical bells, motors, star/delta power starters, and decorative lights of all kinds and for all kinds of uses, battery, LED Lights and its elements/ parts of all kinds and for all kinds of uses, control panels, control unit, chokes, light fitting and spare parts, components, and accessories of above items whether used at indoor or at outdoor, UPS invertors, and all kinds of electrical and electronic component and parts used and all types and varieties of storage batteries, solar panels and related items for all kinds of uses, battery plates, cells, battery components, chargers, motors, transformer, stabilizers and all other kinds of electronic components, devices and its parts

The shareholders approved the same at Annual General Meeting held on September 27th, 2018.

7. Share Capital:-

During the year under review, following changes took place in the equity share capital of the Company:

a) Change in Authorized Share Capital:

The members of the Company at their Annual General Meeting held on Thursday, 27th of September, 2018 accorded their consent to increase the authorized Share capital of the Company.

Accordingly, authorized Share capital of the Company has been increased from existing Rs. 6,00,00,000 (Rupees Six Crores) divided into 60,00,000 (Sixty lacs) equity shares of Rs. 10/-(Rupees Ten) each to Rs. 12,00,00,000 (Rupees Twelve Crores) divided into 1,20,00,000 (One Crores Twenty lacs) equity shares of Rs.10/- each by substituting the existing Clause V thereof with the following new Clause V:

"V. The Authorised Share Capital of the Company is Rs. 12,00,00,000/- (Rupees Twelve Crore) comprising of 1,20,00,000 (One Crore Twenty Lakhs) Equity Shares of Rs. 10/- (Rupees Ten) each."

b) Change in Paid Up Share Capital- Fund raising During the Year by Preferential Issue

In view of expanding business operations and to meet the capital requirements, the Company has raised equity capital by way of a preferential allotment of 24,00,000 (Twenty Four Lacs) equity shares of 10.15/- (Ten Rupees and fifteen paisa only) each out of which Rs. 0.15/- (Fifteen Paisa only) received as Security premium per equity share.

Accordingly, Paid up Share capital of the Company has been increased from existing Rs. 5,72, 03,000 (Rupees Five crores Seventy Two lacs and Three thousand only) consisting of 57,20,300 equity share of face value of Rs. 10/- each to Rs.8, 12,03,000 (Rupees Eight Crores Twelve lacs and three thousand only) consisting of 81,20,300 equity shares of face value of Rs.10/- each full paid and Rs. 0.15 as security premium. .

Consecutively, as on 31st March, 2019, the authorized capital of the company is Rs. 12,00,00,000 (Rupees Twelve Crores) and paid up capital is Rs. 8,12,03,000/- (Rupees eight Crores Twelve lakhs and Three thousand only).

8. Directors and Key Managerial Personnel:-

Your Companys Board comprises of mix of executive and non-executive directors with considerable experience and expertise in various fields and business strategy.

The list of Directors & key managerial person of the Company as on March 31, 2019 are as follows:

1. MR. VICKESH HARESHBHAI KAMDAR, (Managing Director) DIN: 05347212

2. MR. PRAKASH KISAN TEMKAR, (Whole Time Director) DIN:08120721

3. MR. ASHISH BASANTKUMAR BANGUR, (Independent Director) DIN:07321803

4. MR. ANAND KUMAR,(Additional Independent Director) DIN: 08276971

5. MRS. AVANI NITESH SHAH ,(Additional Independent Director) DIN:08361478

6. MRS. KALPANA NILESH PATIL, (Chief Financial Officer)

7. MS. SHANKY HANDA, (Company Secretary)

a) Changes in Directors and Key Managerial Personnel:

During the year under review, the following changes took place in the Board of Directors and the Key Managerial Personnel of the Company:

1. Mr. Vickesh H. Kamdar (DIN: 05347212) and Mr. Prakash K. Temkar (DIN: 08120721) were appointed as additional directors on 25th of April, 2018 and thereafter Board accorded their consent to appoint Mr. Vickesh H. Kamdar as Managing Director and Mr. Prakash K. Temkar as Whole Time Director respectively of the Company w.e.f 10th of August, 2018. Subsequently with the approval of the members at their meeting held on 27th of September, 2018 they have been appointed for the period of 3 years with effect from 10th August, 2018 to 9th of August, 2021.

2. Mr. Devang H Modi (DIN: 00468013) have been regularized as Executive Directors by members at their Annual General Meeting held on 27th of September, 2018 after Board accorded their consent at their meeting held on 14th of May, 2018. Thereafter, he has tendered his resignation on 3rd of December, 2018 from the directorship of the Company.

3. In order to broad base the Board and have wider and Independent perspective in Boards deliberation:

a) the Board of Directors of the Company had appointed Mr. Anand Kumar (DIN: 08276971) as an Additional Director under Independent category with effect from 14th of November, 2018 subject to the approval of the shareholders of the Company. Mr. Anand Kumar has given declaration of Independence in this regard.

b) the Board had also appointed Mrs. Avani Nitesh Shah (DIN:08361478) as an Additional Women Director under Independent category with effect from 14th of February, 2019 subject to the approval of the shareholders of the Company. Mrs. Avani Nitesh Shah has given declaration of Independence in this regard.

They both has been proposed to be appointed as an Independent Director for a period of 3 years at the ensuing AGM. A brief profile and other details of Mr. Anand Kumar and Mrs. Avani Nitesh Shah has been provided in the notice of the AGM.

5. With effect from 14th of May, 2018 Mrs. Kalpana N. Patil was appointed as the Chief Financial Officer of the Company consequent to resignation of Mr. Amit Kumar Ojha w.e.f 14th of May, 2018. Previously on 25th of April, 2018 Mr. Amit Kumar Ojha has been appointed as CFO of the Company.

6. The Board has accorded their consent to appoint Ms. Shanky Handa, Company Secretary & Compliance officer of the Company w.e.f 25th of September, 2018 subsequent to resignation of Mr. Vijay Thakkar, Company Secretary and Compliance Officer of the Company w.e.f. 25th April, 2018.

7. Mr. Hemal Mehta, Director (DIN:06424481), Whole time director of the Company has tendered his resignation on 14th of May, 2018. Mr. Devang H Modi (DIN: 00468013) Director has tendered his resignation on 3rd of December, 2018. Mrs. Vanita Parmar (DIN:05345249) and Mr. Mayur Patel (DIN:) has tendered their resignation w.e.f 11th of February, 2019.

9. Number of Meetings of the Board of Directors:-

During the year ended March 31, 2019, Ten (10) Board Meetings were held. The dates on which the Board meetings were held are April 25th, 2018, May 14th 2018, August 10th 2018, September 25th 2018, October 18th 2018, November 14th 2018, December 3rd 2018, December 18th, 2018, February 14th 2019 and March 29th 2019.

10. Statement on Declaration by Independent Directors and statement on compliance of code of conduct

Your Company has received declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed under the provisions of section 149(6) of the Companies Act, 2013 and there is no change in the circumstances as on the date of this report which may affect their respective status as an independent director.

(a) that necessary declaration with respect to independence has been received from all the Independent Directors of the company;

b) that all the Independent Directors have complied with the Code for Independent Directors prescribed in Schedule IV to the Companies Act, 2013.

a) Familiarisation Programme For Independent Directors

Independent Directors are familiarised with their roles, rights and responsibilities in the Company as well as with the nature of industry and business model of the company through various internal programmes and through presentations on economy & industry overview, key regulatory developments, strategy and performance which are made to the Directors from time to time.

11. Audit Committee

In accordance with the provisions of Section 177 of the Companies Act, 2013 and Regulation 18 of SEBI

(LODR) Regulation, 2015, the Company has constituted an Audit Committee comprising of the following Directors viz., Mr. Ashishkumar Bangur (Chairman), Mr. Hemal Mehta and Mrs. Vanita Parmar.

Thereafter in the in the meeting dated May 14th, 2018 subsequent to resignation of Mr. Hemal Mehta , Mr. Vickesh Kamdar joins the Committee with Mr. Ashishkumar Bangur (Chairman) and Mrs. Vanita Parmar. Furthermore to add in the meeting dated 14th November, 2018, Mr. Anand Kumar joins the committee with Mrs. Vanita Parmar.

The present composition of the Audit Committee comprising of the following Directors viz., Mr. Ashishkumar Bangur (Chairman), Mr. Vickesh Kamdar, Mr. Anand Kumar and Mrs. Avani Shah w.e.f from meeting dated 14th February, 2019.

Audit Committee acts in accordance with the terms of reference specified from time to time by the Board.

There is no such incidence where Board has not accepted the recommendation of the Audit Committee during the year under review.

During the year ended March 31, 2019, five (5) Audit Committee meetings were held on 25th April 2018, 14th May 2018, 10th August, 2018, 14th November 2018 and 14th February, 2019.

12. Vigil Mechanism.

The Company has established a vigil mechanism and overseas through the committee, the genuine concerns expressed by the employees and other Directors. The Company has also provided adequate safeguards against victimization of employees and Directors who express their concerns. The Company has also provided direct access to the chairman of the Audit Committee on reporting issues concerning the interests of co-employees and the Company.

All Protected Disclosures reported under the Policy are to be thoroughly investigated by the Committee concerned or by a person designated by such committee. As per the requirement of Listing Regulations, details of Vigil Mechanism is provided on the Website of the Company i.e www.fraserindia.co.in.

13. Nomination and Remuneration Committee:-

In accordance with the provisions of Section 178(1) of the Companies Act, 2013 and regulation 19 of SEBI

(LODR) Regulations, 2015, the Company has constituted a Nomination and Remuneration Committee comprising of the following Directors viz., Mr. Ashish Bangur (Chairman), Mr. Mayur Patel and Mrs. Vanita Parmar. Thereafter in the meeting dated November 14th, 2019 the composition of the Committee reconstituted consequent to appointment of Mr. Anand Kumar.

The present composition of the Nomination and Remuneration Committee comprising of the following Directors consequent to appointment of Mrs. Avani Shah viz., Mr. Ashishkumar Bangur (Chairman), Mr. Anand Kumar and Mrs. Avani Shah.

Nomination and Remuneration Committee acts in accordance with the terms of reference specified from time to time by the Board.

During the year ended March 31, 2019, Seven (7) Nomination and Remuneration Committee meetings were held on 25th April 2018, 14th May 2018, 10th August, 2018, 25th September 2018, 14th November 2018, 3rd December 2018, and 14th February, 2019.

14. Stakeholders Relationship Committee:-

In accordance with the provisions of Section 178(5) of the Companies Act, 2013 and regulation 20 of SEBI

(LODR) Regulations, 2015, Stakeholders Relationship Committee comprising of the following Directors viz., Mr. Ashish Bangur (Chairman), Mr. Anand Kumar and Mrs. Avani Shah.

Stakeholders Relationship Committee acts in accordance with the terms of reference specified from time to time by the Board.

15. Corporate Social Responsibility (CSR):-

During the Financial year ended March 31, 2019, no Contribution towards the Corporate Social Responsibility under Section 135 of the Companies Act, 2013 was made by the Company

16. Formal Annual Evaluation:-

SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, mandates that the Board shall monitor and review the Board evaluation framework. The framework includes the evaluation of directors on various parameters such as:

Board dynamics and relationships Information fiows Decision-making Relationship with stakeholders Company performance and strategy

Tracking Board and committees effectiveness

Peer evaluation

The Companies Act, 2013 states that a formal annual evaluation needs to be made by the Board of its own performance and that of its committees and individual directors. Schedule IV of the Companies Act, 2013 states that the performance evaluation of independent directors shall be done by the entire Board of directors, excluding the directors being evaluated.

The review concluded by affirming that the Board as a whole as well as all of its Members, individually and the Committees of the Board continued to display commitment to good governance, ensuring a constant improvement of processes and procedures.

17. Directors Responsibility Statement:-

In terms of Section 134(5) of the Companies Act, 2013, the directors would like to state that:-

a. In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures.

b. The directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the Financial year and of the profit or loss of the company for the year under review.

c. The directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d. The directors have prepared the annual accounts on a going concern basis.

e. The directors had laid down internal Financial controls to be followed by the company and that such internal Financial controls are adequate and were operating effectively.

f. The directors had devised proper system to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively.

18. Particulars of Employees:-

The information required pursuant to Section 197 read with Rule, 5 of The Companies (Appointment and Remuneration of Managerial personnel) Rules, 2014 in respect of employees of the Company, will be provided upon request. In terms of Section 136 of the Act, the Report and Accounts are being sent to the Members and others entitled thereto, excluding the information on employees particulars which is available for inspection by the Members at the Registered Office of the Company during business hours on working days of the Company up to the date of the ensuing Annual General Meeting. If any Member is interested in obtaining a copy thereof, such Member may write to the Company Secretary in this regard.

19. Details in Respect of Adequacy of Internal Financial Controls with Reference to the Financial Statement:-

Internal Control Systems has been designed to provide reasonable assurance that assets are safeguarded, transactions are executed in accordances with managements authorization and properly recorded and accounting records are adequate for preparation of financial statements and other financial information. Internal check is conducted on a periodical basis to ascertain the adequacy and effectiveness of internal control systems.

In the opinion of the Board, the existing internal control framework is adequate and commensurate to the size and nature of the business of the Company.

20. Subsidiary, Associates or Joint Venture

The company does not have any Subsidiary, Associate Company or Joint Ventures at the end of the financial year 2018-19.

21. Fixed Deposits:-

The Company has not accepted any deposits from the public in terms of Section 73,74, 75 and 76 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

22. Particulars of Loan, Guarantees and Investments By Company:-

During the Financial year ended March 31, 2019, no loan, guarantee and investment under Section 186 of the Companies Act, 2013 was made by the Company.

23. Related Party Transactions:-

During the Financial year ended March 31, 2019, no contracts or arrangements entered with related parties referred to in sub Section (1) of Section 188 of the Companies Act, 2013. The Company has adopted a Policy on Related Party transactions as approved by the Board, which is uploaded on the Companys website i.e www.fraserindia.co.in.

Thus disclosure in form AOC-2 is not required. Further, there are no material related party transactions during the year under review with the Promoters, Directors or Key Managerial Personnel.

24. Conservation of energy, technology absorption and foreign exchange earnings and outgo:-

The particular as prescribed under sub-Section (3)(m) of section 134 of the Companies Act, 2013 read with Rule 8(3) the Companies (Accounts) Rules, 2014,

(i) Part A and B of the Rules, pertaining to conservation of energy and technology absorption, are not applicable to the Company.

(ii) Foreign Exchange Earnings and Outgo: Foreign Exchange Earned -Nil Foreign Exchange Used-Nil

25. Significant and Material Orders Passed By The Regulators or Court:-

There are no Significant and Material orders passed by the regulators or Courts that would impact the going concern status of the Company and its future operations.

26. Statutory Auditor and Audit Report:-

The Statutory Auditors M/s. K J Shah & Associates, Chartered Accountants having ICAI (Firm Registration No.127308W), were appointed in the Annual General Meeting held on September 27th, 2018 to hold office from the conclusion of last Annual General meeting for a term of consecutive five years (i.e) till conclusion of Annual General Meeting of the Financial Year 2022-2023 subject to ratification of their appointment by the members at every Annual General Meeting.

M/s. K J Shah & Associates, Chartered Accountants have expressed their willingness to continue as Statutory Auditors of the Company and have submitted a certificate confirming that their appointment is in accordance with Section 139 read with Section 141 of the Act.

The Independent Auditors Report of M/s. K J Shah & Associates on the Financial Statements of the Company for the Financial Year 2018-19 is a part of the Annual Report. There are no qualifications, reservations or adverse remarks or disclaimers made by M/s. K J Shah & Associates in their Report dated May 20th, 2019.

27. Internal Auditor

Pursuant to the provisions of Section 138 and any other applicable provisions of the Companies Act, 2013 and the rules made there under M/s. Nitin J Rughani, Chartered Accountant (Membership No. 043267) appointed as an Internal Auditor of the Company for the Financial Year 2018-19.

28. Extract of Annual Return:-

The Extract of Annual Return is prepared in Form MGT-9 as per the provisions of the Companies Act, 2013 and Rule 12 of Companies (Management and Administration) Rules, 2014 and the same is enclosed as Annexure - I

29. Secretarial Auditor and Audit Report:-

As per the provisions of Section 204 of the Companies Act, 2013, the Board of Directors of the Company has appointed M/s. Bhuwnesh Bansal & Associates, Practicing Company Secretary (FCS -6526 & COP. No: 9089) as Secretarial Auditor of the Company to conduct Secretarial audit for the financial year ended on March 31, 2019. Secretarial Audit Report issued by M/s. Bhuwnesh Bansal & Associate, Practicing Company Secretary in form MR-3 is enclosed as Annexure - II to this Annual Report. There are no qualifications in Secretarial Audit Report.

30. Compliance with Secretarial standards

Your Company is in compliance with Secretarial Standards applicable to the Company.

31. Tax Provisions:-

The Company has made adequate provisions as required under the provisions of Income Tax Act, 1961 as well as other relevant laws governing taxation on the company.

32. Annual return

A copy of the annual return shall be placed on the website of the company www.fraserindia.co.in

33. Corporate Governance Report:-

During the year under review, the Paid Up Capital and Net Worth of the Company were less than 10 crores and 25 crores respectively as on 31st March, 2019, therefore Corporate Governance provisions as specified in Regulations 17, 17A, 18, 19, 20, 21, 22, 23, 24, 24A, 25, 26 27, and clause (b) to (i) of sub regulation (2) of regulation 46 and para C, D and E of the Schedule V of SEBI (Listing Obligations and Disclosure Requirement), Regulation 2015 is not applicable to the Company.

Whenever this regulation becomes applicable to the Company at a later date, we will comply with requirements those regulations within six months from the date on which the provisions became applicable to our Company.

34. Prevention of insider trading:

Your Company has adopted the:

1. Revised code of conduct for prohibition of insider trading

2. Code of practices and procedures for fair disclosure of unpublished price sensitive information

3. Policies and procedures for inquiry in case of leak of or suspected leak of unpublished price sensitive information for regulating the dissemination of Unpublished Price Sensitive Information and trading in securities by Insiders.

35. Companys Trademark Registration

The Company has registered its Trademark with Trade mark No-4002802 dated 20/11/2018 with Serial number 2189836 as logo F in circle and received the certificate dated 01st July 2019 from Trade mark registry, Mumbai. The Following Logo Company has been registered under Class-9 in the name of the Company.

36. Acknowledgement:-

The Board wishes to place on record its sincere appreciation for the assistance and co-operation received from Bankers, Government Departments and other Business Associates for their continued support towards the conduct of operations of the Company efficiently.

The Directors express their gratitude to the shareholders for their continuing confidence in the Company. The Directors also acknowledge the hard work and persuasive efforts put in by the employees of the Company in carrying forward Companys vision and mission.

On Order of the Board of Directors On Order of the Board of Directors
For Fraser And Company Limited For Fraser And Company Limited
Sd/- Sd/-
Mr. Vickesh Kamdar Mr. Prakash Temkar
Managing Director Whole Time Director
DIN: 05347212 DIN: 08120721
Place: Mumbai
Date: May 20th, 2019