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To

The Members,

FRASER AND COMPANY LIMITED

Your Directors are pleased to present the Annual Report of your Company together with the Audited Financial Statements and the Auditors Report of your Company for the Financial Year ended March 31st, 2023. The summarized financial results for the year under review are as under:

1. FINANCIAL PERFORMANCE:

The Financial performance of the Company for the Year ended March 31st, 2023 is as summarized below:

(In INR Million)
Particulars (22-23) (21-22)
Turnover (Net of GST)& Other Income 128.06 491.898
Profit / (Loss) before Interest, Depreciation & Taxation 6.612 16.982
Less - Interest 0.769 0.279
Profit / (Loss) before Depreciation & Taxation 5.842 16.703
Less - Depreciation 1.196 1.172
Profit / (Loss) before tax 4.645 15.531
Less- Provision for Taxation (Incl. Deferred Tax) 1.22 3.942
Net Profit / (Loss) for the year 3.421 11.589

2. PERFORMANCE REVIEW:

For the Financial Year 2022-23, the Turnover of the Company stood at Rs. 128.06/- (Million) and Net Profit for the year was Rs. 3.421/- (Million).

In accordance with the provisions contained in Section 136 of the Companies Act, 2013 ("the Act"), the Annual Report of the Company, containing Notice of the Annual General Meeting, Standalone Financial Statements, Report of the Auditors and Board of Directors thereon are available on the website of the Company at https://www.fraserindia.co.in. Further, a detailed analysis of Companys performance is included in the Management Discussion and Analysis Report ("MDAR"), which forms part of this Annual Report.

3. DIVIDEND:

Your Directors have not recommended any Dividend for the year under review.

4. RESERVES:

The Company has transferred current years profit of Rs. 3.421/- (Million) to the Reserves & 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 16th, 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 April 01st, 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. MSME REGISTRATION:

Your Company has obtained MSME Registration with Micro category under Major Activity Services with UAM No (Udyog Aadhaar Memorandum) with effect from May 26th, 2020.

7. SHARE CAPITAL:

The Authorized Capital of the company as at March 31st, 2023 stood at Rs. 12,00,00,000/- (Rupees Twelve Crores Only) and Paid-Up Equity Share Capital as at March 31st, 2023 stood at Rs. 8,12,03,000/- (Rupees Eight Crores Twelve Lakhs and 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 Shares.

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 and Key Managerial Person of the Company as on March 31st, 2023 are as follows:

Sr. No. Name Designation DIN
1. Omkar Rajkumar Shivhare Whole-Time Director 08374673
2. Yogeeta Rajkumar Shivhare Executive Director 08436055
3. Kaustubh Ravindra Shetye Managing Director 08545901
4. Raj Kumar Rajpurohit Independent Director 09838042
5. Durgaprasad Dattaram Prabhu Independent Director 09838212
6. Vinod Gopaldas Gulrajani Independent Director 03447191
7. Anjana Jagger Company Secretary and Compliance Officer
8. Kanchan Gupta Chief Financial Officer

9. CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL:

During the year under review, the entire Management of the Company changed as follows:

At the Extra-Ordinary General Meeting of the Members of the Company held on December 10th, 2022, Ms. Slesha Pradeep Ghosh and Ms. Beatrice Antony were removed by passing of an Ordinary Resolution from the position of Whole-Time Director and Managing Director of the Company, respectively.

Mr. Anand Kumar, Mr. Vikas Jayprakash Singh and Mr. Shailendra Harishchandra Yadav resigned from the position of Independent Directors of the Company with effect from December 18th, 2022 and the same was acknowledged and accepted at the Meeting of the Board of Directors held on December 26th, 2022.

Ms. Shanky Handa, resigned from the position of Company Secretary and Compliance Officer of the Company with effect from December 21st, 2022 due to her personal reasons and the same was acknowledged and accepted at the Meeting of the Board of Directors held on December 28th, 2022.

Ms. Slesha Pradeep Ghosh resigned from the position of Chief Financial Officer of the Company with effect from January 17th, 2023 and the same was acknowledged and accepted at the Meeting of the Board of Directors held on December 28th, 2022.

At the Meeting of the Board of Directors of the Company held on December 26th, 2022, Mr. Vinod Gopaldas Gulrajani was appointed as the Independent Director of the Company and the same was regularized at the Extra-Ordinary General Meeting of the Members of the Company held on March 14th, 2023. Ms. Yogeeta Rajkumar Shivhare, Executive Director; Mr. Raj Kumar Rajpurohit, Independent Director and Mr. Durgaprasad Dattaram Prabhu, Independent Director were appointed at the Meeting of the Board of Directors held on December 28th, 2022 and the same were regularized at the Extra-Ordinary General Meeting of the Members of the Company held on March 14th, 2023.

Mr. Kaustubh Ravindra Shetye was appointed as the Director of the Company at the Meeting of the Board of Directors held on December 28th, 2022 and later on his designation was changed from Executive Director to Managing Director vide a Resolution passed at the Meeting of the Board of Directors held on February 13th, 2023 and the same was regularized at the Extra-Ordinary General Meeting of the Members of the Company held on March 14th, 2023.

10. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS:

10 (Ten) Board Meetings were held during the Financial Year ended March 31st, 2023. The details of the Board Meeting with regards to their dates is as below:

Sr. No. Dates
1. Wednesday, April 13th, 2022
2. Monday, May 30th, 2022
3. Tuesday, July 12th, 2022
4. Saturday, August 13th, 2022
5. Saturday, September 03rd, 2022
6. Monday, November 14th, 2022
7. Monday, November 21st, 2022
8. Monday, December 26th, 2022
9. Wednesday, December 28th, 2022
10. Monday, February 13th, 2023

11. STATEMENT ON DECLARATION BY INDEPENDENT DIRECTORS AND STATEMENT ON COMPLIANCE OF CODE OF CONDUCT:

The necessary declaration with respect to the independence of the Independent Directors of the Company has been received from all the Independent Directors. The said Directors are in compliance with the code of Independent Directors prescribed in Schedule IV to the Companies Act, 2013.

The Independent Directors have all registered themselves with the IICA but all the three Independent Directors are yet to clear their proficiency test as prescribed by the IICA.

The Code of Conduct for Directors and Senior Management Personnel as prescribed, is available on the website of the Company the link to which is http://www.fraserindia.co.in/policies.php.

12. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS:

Independent Directors are familiarized 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.

13. AUDIT COMMITTEE:

In accordance with the provisions of Section 177 of the Companies Act, 2013 and Regulation 18 of SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015, the Company has re-constituted the Audit Committee vide a Resolution passed at the Meeting of the Board of Directors held on February 13th, 2023, as follows:

Sr. No. Name of the Director Designation
1 Mr. Durgaprasad Dattaram Prabhu Non-Executive Independent Director (Chairman)
2 Mr. Vinod Gopaldas Gulrajani Non-Executive Independent Director
3 Mr. Kaustubh Ravindra Shetye Executive Director

The 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 under review, (4) four Audit Committee meetings were held on Monday, May 30th, 2022, Saturday, August 13th, 2022, Friday, December 09th, 2022 and Monday, February 13th, 2023.

14. 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.

15. NOMINATION AND REMUNERATION COMMITTEE:

In accordance with the provisions of Section 178(1) of the Companies Act, 2013 and Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has re-constituted the Nomination and Remuneration Committee vide a Resolution passed at the Meeting of the Board of Directors held on February 13th, 2023, as follows:

Sr. No. Name of the Director Designation
1 Mr. Vinod Gopaldas Gulrajani Non-Executive Independent Director (Chairman)
2 Mr. Durgaprasad Dattaram Prabhu Non-Executive Independent Director
3 Mr. Raj Kumar Rajpurohit Non-Executive Independent Director

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

During the year under review, 3 (Three) Nomination and Remuneration Committee Meeting were held on Wednesday, April 13th, 2022, Monday, May 30th, 2022 and Monday, February 13th, 2023.

16. STAKEHOLDERS RELATIONSHIP COMMITTEE:

In accordance with the provisions of Section 178(5) of the Companies Act, 2013 and Regulation 20 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has re-constituted Stakeholders Relationship Committee vide a Resolution passed at the Meeting of the Board of Directors held on February 13th, 2023, as follows:

Sr. No. Name of the Director Designation
1 Mr. Durgaprasad Dattaram Prabhu Non-Executive Independent Director (Chairman)
2 Mr. Omkar Rajkumar Shivhare Executive Director
3 Mr. Kaustubh Ravindra Shetye Executive Director

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

During the year under review, 1 (One) SRC meeting were held on Monday, February 13th, 2023.

17. CORPORATE SOCIAL RESPONSIBILITY (CSR):

During the Financial year ended March 31st, 2023, no Contribution towards the Corporate Social Responsibility under Section 135 of the Companies Act, 2013 was made by the Company.

18. 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 flows

• 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.

19. 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 was adequate and operating effectively.

20. 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.

21. 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.

22. SUBSIDIARY. ASSOCIATES OR JOINT VENTURE:

The company does not have any Subsidiary, Associate Company or Joint Ventures at the end of the Financial Year 2022-2023.

23. 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.

24. PARTICULARS OF LOAN, GUARANTEES AND INVESTMENTS BY COMPANY:

During the Financial Year ended March 31st, 2023, no Loan, Guarantee and Investment under Section 186 of the Companies Act, 2013 was made by the Company.

25. RELATED PARTY TRANSACTIONS:

During the Financial Year 2022-23, your Company has entered into transactions with Related Parties as defined under Section 2(76) of the Companies Act, 2013 read with Companies (Specification of Definitions Details) Rules, 2014, which were in the Ordinary Course of Business and on Arms Length basis and in accordance with the provisions section 188 of the Companies Act, 2013, and Rules made thereunder read with Regulation 23 of the SEBI Listing Regulations, 2015.

During the Financial Year ended March 31st, 2023, the Company has entered into contracts or arrangements 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.

The particulars of contracts or arrangements with Related Parties referred to in Section 188(1) and applicable rules of the Companies Act, 2013 has been provided in Form AOC-2 as Annexure-I to this Report.

Details of transaction(s) of your Company with entity(ies) belonging to the promoter/promoter group which hold(s) more than 10% shareholding in the Company as required under para A of Schedule V of the Listing Regulations are provided as part of the financial statements.

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

During the year under review, 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.

27. POLICY ON PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

As per the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (hereinafter referred to as "Prevention of Sexual Harassment Act"), the Company has formulated a Policy on Prevention of Sexual Harassment at Workplace for prevention, prohibition and redressal of sexual harassment at workplace and an Internal Complaints Committees has also been set up to redress any such complaints received. The Company is committed to providing a safe and conducive work environment to all of its employees and associates. No complaints of sexual harassment were received during the Financial Year 2022-23 by the Company.

28. STATUTORY AUDITOR AND AUDIT REPORT:

The Statutory Auditors M/s. Shweta Jain & Co., Chartered Accountants, Mumbai (Firm Registration No. 127673W), were appointed in the Annual General Meeting held on September 28th, 2022 to hold office from the conclusion of that Annual General meeting for a term of consecutive five years (i.e.) till conclusion of Annual General Meeting of the Financial Year 2025-2026 subject to ratification of their appointment by the members at every Annual General Meeting.

The Independent Auditors Report of M/s. Shweta Jain & Co., on the Financial Statements of the Company for the Financial Year 2022-23 is a part of the Annual Report. There are no such qualifications, reservations or adverse remarks or disclaimers made by M/s. Shweta Jain & Co., in their Report dated May 30th, 2023.

29. INTERNAL AUDITOR:

Your Directors Report that during the financial year under review, as there was a complete change in the KMPs and the board of the Company due to various issues, the Internal Audit could not be concluded and the final reports were not issued.

However, your Directors shall endeavor to complete the Internal Audit in the upcoming Financial Year which shall also include the Internal Audit of the previous Financial Year.

30. 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. AAS & Associates, Practicing Company Secretaries as Secretarial Auditor of the Company to conduct Secretarial audit for the financial year ended on March 31st, 2023.

The Secretarial Audit Report issued by M/s. AAS & Associates, Practicing Company Secretaries in Form MR-3 is enclosed as Annexure - II to this Report.

31. COMPLIANCE WITH SECRETARIAL STANDARDS:

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

32. 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.

33. ANNUAL RETURN:

A copy of the Annual Return shall be placed on the website of the company along with MGT- 9 at www.fraserindia.co.in

34. CORPORATE GOVERNANCE REPORT:

During the year under review, the Paid-Up Capital and Net Worth of the Company were less than Rs. 10,00,00,000/- (Rupees Ten Crores Only) and Rs. 25,00,00,000 (Rupees Twenty-Five Crores Only) respectively as on March 31st, 2023, 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.

35. PREVENTION OF INSIDER TRADING:

Your Company has adopted the:

a) Code of conduct for prohibition of insider trading the web link to which is http:// www.fraserindia.co.in/policies.php.

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

c) 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.

36. GENERAL DISCLOSURES:

Your Directors state that no disclosure or reporting is required in respect of the following matters as there is no transaction on these items during the year under review:

a) The requirement to disclose the details of difference between amount of the valuation done at the time of onetime settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof is not applicable.

b) No fraud has been reported by the Auditors to the Audit Committee or the Board.

37. MAJOR EVENTS DURING THE YEAR:

During the year under review, your Company has changed its Registered Office Address vide

a Resolution passed at the Meeting of the Board of Directors held on December 28th, 2022, from B-10, Divya Smit CHS Ltd, Gaurav Garden Complex, Opp. Gaurav Jamuna Building, Bunder Pakhadi Road, Kandivali West Mumbai City MH 400067 to Shop No. 75, Bldg No. 75, B Wing, Evershine Helio CHS Ltd, Emp, Thakur Village, Kandivali (E) Mumbai, 400101.

38. ACKNOWLEDGEMENT:

The Board wishes to place on record its sincere appreciation for the assistance and cooperation 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.

For and on behalf of the Board of Directors of

FRASER AND COMPANY LIMITED

(CIN: L51100MH1917PLC272418)

OMKAR RAJKUMAR SHIVHARE

WHOLE-TIME DIRECTOR

DIN:08374673

DATE: MAY 30th, 2023

PLACE: MUMBAI

REGISTERED OFFICE:

SHOP NO. 75, BLDG NO. 75,

B WING, EVERSHINE HELIO CHS LTD,

EMP, THAKUR VILLAGE, KANDIVALI (E)

MUMBAI MH-400101 IN