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 31 March, 2017.

1. FINANCIAL PERFORMANCE:-

The financial performance of the Company for the Year ended 31 March, 2017 is as summarized below:-

(In Lakhs)

Particulars 2016-17 2015-16
Gross Turnover & Other Income 25.78 46.75
Pro t / (Loss) before Interest, Depreciation & Taxation (3.78) 10.86
Less Interest 00.00 0.00
Pro t / (Loss) before Depreciation & Taxation (3.78) 10.86
Less Depreciation 00.20 0.23
Pro t / (Loss) before tax (3.98) 10.63
Less Provision for Taxation (Incl. Deferred Tax) 00.00 (6.58)
Net Pro t / (Loss) for the year (3.98) 4.04
Add/ (less) Balance brought forward from previous Year (333.14) (337.18)
Balance Carried to Balance Sheet (337.11) (333.14)

2. PERFORMANCE REVIEW:-

For the year 2016-17, the Turnover of the Company decreased and stood at Rs. 25.78 Lakhs and Net Loss for the year is Rs. 3.98 Lakhs.

3. DIVIDEND:-

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

4. RESERVE:-

The Board of Directors has not recommended transfer of any amount of pro t to reserves during the year under review. Hence, the entire amount of pro t for the year under the review has been carried to the pro t and loss account.

5. SHARE CAPITAL:-

The paid up Equity Share Capital as at March 31, 2017 stood at Rs 5,72,03,000/- (Rupees Five Crore Seventy-Two Lakh Three Thousand only). During the year under review, the Company has neither issued any shares with differential voting rights nor had granted any stock options or sweat equity.

6. DIRECTORS AND KEY MANAGERIAL PERSONNEL:-

In accordance with the provisions of Section 152 of the Companies Act, 2013, Mr. Jignesh N. Patel (DIN: 03143531) Whole-Time Director of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

During the year under review, Mr. Jignesh N. Patel (DIN: 03143531) was appointed as Chairman. Mr. Hemal A. Mehta (DIN: 06424481) and Mr. Jignesh N. Patel (DIN: 03143531) were appointed as Whole-Time Director of the Company for a period of two years commencing from 24th June, 2016 to 23rd June, 2018. Mr. Rajendrakumar Kherala (DIN

07567681) and Mr. Mayur Patel were appointed as an Independent Non-Executive Director of the Company for a period of ve years commencing from 1st August, 2016 to 31st July, 2021.

During the year under review Mr. Ashok C Patel, Whole-Time Director of the Company, has resigned w.e.f. 1st June, 2016. Mr. Dhanraj Vithalani (DIN: 06652609) and Mr. Suketu Bhuta (DIN: 06652618), Directors of the Company, tendered their resignation on 1st August, 2016. The Board places on record its appreciation for the services rendered by them during their tenure with the Company.

Pursuant to the provisions of Section 161 of the Companies Act, 2013, Mr. Ashishkumar Bangur (DIN: 07321803) was appointed as an Additional Director (in the category of Independent Director) of the Company with effect from 30th May, 2017 and would hold of ce up to the date of ensuing Annual General Meeting.

Ms. Usha Maru resigned from the post of Chief Financial Officer w.e.f. June 24, 2016 and Ms. Shilpi Pandey was appointed as Chief Financial Officer of the Company w.e.f. June 24, 2016. Ms. Shilpa Chhabra had resigned from the post of Company Secretary and Compliance Officer w.e.f. November 10, 2016 and Mr. Vijay Thakkar was appointed as the Company Secretary and Compliance Officer of the Company w.e.f. March 7, 2017.

7. SHIFTING OF REGISTERED OFFICE OF THE COMPANY:-

During the year under review the Registered of ce of the Company has been shifted from D/24, Ground Floor, Turakhia Park Co-op Hsg Society Ltd, M. G. Road, Kandivali (W), Mumbai 400 067 to B-10, Divya Smit CHS Ltd., Gaurav Garden Complex, Opp. Gaurav Jamuna Building, Bunder Pakhadi Road, Kandivali (West), Mumbai 400067 with effect from 10th November, 2016.

8. 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.

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 pro t or loss of the company for the year under review.

c) The directors have taken proper and suf cient 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.

9. STATUTORY AUDITOR AND AUDIT REPORT:-

M/s. Amit M. Shah, Chartered Accountants, Statutory Auditors of the Company, hold of ce till the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. They have con rmed their eligibility to the effect that their re-appointment, if made, would be within the prescribed limits under the Companies Act, 2013 and that they are not disquali ed for re-appointment.

The Notes on Financial statement referred to in the Auditors report are self explanatory and do not call for any further comments. The Auditors Report does not contain any quali cation, reservation or adverse remark.

10. 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, 2017. 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 quali cations in Secretarial Audit Report.

11. 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.

12. FIXED DEPOSITS:-

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

13. CORPORATE GOVERNANCE REPORT:- Not Applicable

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, 2017, therefore Corporate Governance provisions as speci ed in Regulations 17, 18, 19, 20 21, 22, 23 24, 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.

14. 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

15. 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 Of ce 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.

16. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS:-

During the year ended March 31, 2017, six (6) Board Meetings were held. The dates on which the Board meetings were held are May 16, 2016, June 24, 2016, August 1, 2016, November 10, 2016, February 11, 2017 and March 7, 2017.

17. STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS UNDER SUB-SECTION (6) OF SECTION 149:-

The independent directors have submitted the declaration of independence, as required pursuant to Section 149(7) of the Companies Act, 2013 stating that they meet the criteria of independence as provided in sub-Section(6).

18. PARTICULARS OF LOAN, GUARANTEES AND INVESTMENTS BY COMPANY:-

During the financial year ended March 31, 2017, no loan, guarantee and investment under Section 186 of the Companies Act, 2013 was made by the Company.

19. RELATED PARTY TRANSACTIONS:-

During the financial year ended March 31, 2017, no contracts or arrangements entered with related parties referred to in sub Section (1) of Section 188 of the Companies Act, 2013.

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.

20. 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 to this Report.

21. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURT:-

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

22. 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. Rajendrakumar Kherala (Chairman), Mr. Hemal Mehta and Mrs. Vanita Parmar. Audit Committee acts in accordance with the terms of reference speci ed 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, 2017, four (4) Audit Committee meetings were held on May 16, 2016, August 1, 2016, November 10, 2016 and February 11, 2017.

23. 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. Rajendrakumar Kherala (Chairman), Mr. Mayur Patel and Mrs. Vanita Parmar. Nomination and Remuneration Committee acts in accordance with the terms of reference speci ed from time to time by the Board.

During the year ended March 31, 2017, Three (3) Nomination and Remuneration Committee meetings were held on May 16, 2016, June 24, 2016 and August 1, 2016.

24. 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, the Company has constituted a Stakeholders Relationship Committee comprising of the following Directors viz., Mr. Rajendrakumar Kherala (Chairman), Mr. Mayur Patel and Mrs. Vanita Parmar. Stakeholders Relationship Committee acts in accordance with the terms of reference speci ed from time to time by the Board.

No Stakeholders Relationship Committee meeting was held during the Year 2016-17.

25. 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 accordance’s with management’s 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.

26. CORPORATE SOCIAL RESPONSIBILITY (CSR):-

During the financial year ended March 31, 2017, no Contribution towards the Corporate Social Responsibility under Section 135 of the Companies Act, 2013 was made by the Company.

2 7. 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 in various parameters such as:

• Board dynamics and relationships

• Information ows

• 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 independents directors shall be done by the entire Board of directors, excluding the directors being evaluated. The review concluded by af rming 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.

28. 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 ef ciently.

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

On behalf of the Board of Directors,
For Fraser And Company Limited
Sd/-
Jignesh Patel
Place: Mumbai Chairman
Date: September 1, 2017 DIN- 03143531