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The Directors are present the 1st Annual Report together with the audited financial statements of the company for the period ended on 31st March, 2018.
Financial summary or highlights/performance of the Company:
The company was incorporated as on 14th September, 2017 so the first accounting period of the company is from 14th September, 2017 to 31st March, 2018. Accordingly the first financial statements are prepared for the said period. Being the first account period, there are no corresponding figures for the previous year.
The financial highlights of the company for the period ended 31st March, 2018 is depicted below:
(Amount in Rs.)
For the period ended 31st March, 2018
Revenue from Operation
Add: Other income
Lee: Operating & Administrative Expenses
Operating Profit / (Loss) before Interest and Tax
Less: Finance Cost
Profit/(Loss) Before Tax
Less: Tax Expenses
Profit/(Loss) After Tax
Note: During the period ended 31st March, 2018, the Company had no subsidiary (ies). Accordingly, consolidated financial statements were not made for the period ended 31st March, 2018.
Objects of the Company:
The company was incorporated on 14th September, 2017 with an object to manufacture, fabricate, manipulate, alter; assemble, improve, prepare for market, buy, sell and otherwise deal in all kinds of Centrifuges, Water Softening Plants, Rotary Pumps, Dryers, Separators, Laundry Equipment including Washing Machines, Ironers, Presses, Dryers, Hospital Equipment, Disinfecting Plants and apparatus and all kinds of Plants, Machinery, components parts, accessories, fittings, fixtures, apparatus, tools and implements and such other ventures as may be identified by the Board from time to time.
The Composite Scheme of Arrangement:
The Board of Directors of your Company its Board Meeting held on 8th November, 2017 approved the Composite Scheme of Arrangement pursuant to the provisions of Sections 230 to 232 read with Section 66 and other applicable provisions of the Companies Act, 2013 amongst Company, Arvind Limited and Arvind Fashions Limited and The Anup Engineering Limited and their respective shareholders and creditors for demerger of Engineering Undertaking of Arvind Limited (‘Scheme’), subject to receipt of requisite statutory approvals.
Material changes and commitment affecting the financial position of the Company:
There are no material changes and/or commitments which may affect the financial position of the Company between the end of the financial period and the date of this report.
Due to non-availability of the distributable profits, your directors have not recommended any dividend for the period under review. In view of the same, the directors do not propose to carry any amount to reserves.
During the period under review, your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the rules made there under.
During the year under review, the Authorised Share Capital of the Company was increased from Rs. 1.00.000/- divided into 10,000 Equity Shares of Rs. 10/- each to Rs. 25,00,000 divided into 2,50,000 Equity Shares of Rs. 10/- each vide resolution passed by the members at the Extra Ordinary General Meeting of Members of the Company held on 16th September, 2017.
During the year under review, the Paid-up Share Capital of the Company was increased from Rs. 1.00.000 divided into 10,000 Equity Shares of Rs. 10/- to Rs. 5,00,000 divided into 50,000 Equity Shares of Rs. 10/- each due to allotment of equity shares made in the Rights issue to existing shareholders of the Company on 13th October, 2017.
The new shares are ranking pari passu with the existing equity shares of the company.
Changes in subsidiaries, associates and joint ventures/wholly owned subsidiaries:
Company was incorporated as wholly owned subsidiary of M/s. Arvind Brands & Retail Limited which was ceased to be wholly owned subsidiary due to divestment of shareholding during the period.
Hence After that none of the companies has become or ceased to be Company’s subsidiaries, joint ventures or associate companies.
Report on the performance and financial position of each of the subsidiaries, associates and joint venture companies:
During the year under review, none of the companies have become or ceased to be Company’s subsidiaries, joint ventures or associate companies, therefore Report on the performance and financial position of each of the subsidiaries, associates and joint venture companies is not require to be given.
Particulars of Loan, Guarantees and Investment:
Particulars of loans given, investments made, guarantees given and securities provided under section 186 of the Companies Act, 2013 are provided in the financial statement, which are proposed to be utilized for the general business purpose of the recipient.
Contracts or arrangements with Related Parties:
All transactions have been entered into by your Company with any related parties during the period 2017-18 were in the ordinary course of business and arm’s length pricing basis and none of the transactions with the related parties fall under the scope of Section 188(1) of the Companies Act, 2013. Accordingly, the disclosure of related party transactions as required under Sections 134(3)(h) of the Companies Act, 2013 in Form AOC-2 is not applicable. Suitable disclosure as required has been made in the notes forming part of accounts.
Details of Significant and Material orders passed by the regulators or courts or tribunals impacting the going concern status and Company’s operations in future:
No significant or material orders impacting going concern basis were passed by the regulators or courts or tribunals which impact the going concern status and Company’s operations in future.
Board of Directors and Key Managerial Personnel:
During the period under review, Mr. Sanjaybhai Shrenikbhai Lalbhai (DIN: 00008329) and Mr. Punit Sanjay Lalbhai (DIN: 05125502) were appointed as an Additional Directors (Promoter, Non-Executive Director) of the Company w.e.f. 25th October, 2017 and Mr. Paresh Ambalal Shah (DIN: 07993550) was appointed as Additional Directors (Professional, Non-Executive Director) of the Company w.e.f. 16th November, 2017.
The above Directors hold the office up to the ensuing Annual General Meeting. The Board considers it desirable to avail their services. The Company has received notices from members pursuant to the provisions of Section 160 of the Companies Act, 2013 proposing the appointment of all such Directors of the Company.
During the period under review, Mr. Jayesh Narandas Thakkar (DIN: 00012250) and Mr. Devanshu Desai (DIN: 01692901) were resigned from the directorship of the company w.e.f. 25th October, 2017 and Mr. Prakash Makwana (DIN: 00008382) was resigned from the directorship of the company w.e.f 16th November, 2017.
During the period under review company was not require to appoint designated as Key Managerial Personnel pursuant to Section 203 of the Companies Act, 2013.
Meetings of the Board of Directors:
Regular meetings of the Board are held to discuss and decide on various business strategies, policies and other issues. During the year, 8 (Eight) Board Meetings were convened and held on 15th September, 2017, 13th October, 2017, 25th October, 2017, 27th October, 2017, 8th November, 2017, 16th November, 2017, 5th January, 2018 and 30th January, 2018. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013.
Directors’ Responsibility Statement:
In accordance with the provisions of Section 134 (3) (c) read with section 134 (5) of the Companies Act, 2013, the Board of Directors states:
1) That in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any;
2) That the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are 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 and loss of the Company for that period;
3) That 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;
4) That the Directors have prepared the annual accounts on a going concern basis;
5) That the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively;
6) The directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
Extract of Annual Return:
The Extract of Annual return in Form No MGT - 9 pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014 as on the financial period ended on March 31,2018 is annexed herewith as Annexure -1 to this report.
M/s. Sorab S. Engineer & Co. Chartered Accountants, (ICAI Registration NO.110417W), the Statutory Auditors of the Company, will hold office until the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment as per Section 139 of the Companies Act, 2013.
M/s. Sorab S. Engineer & Co. have expressed their willingness to get re-appointed as the Statutory Auditors of the Company and has furnished a certificate of their eligibility and consent under Section 141 of the Companies Act, 2013 and the rules framed there under. Further In terms of the Listing Regulations the Auditors have confirmed that they hold a valid certificate issued by the Peer Review Board of the ICAI.
The Board recommends the appointment of M/s. Sorab S. Engineer & Co. as the Statutory Auditors of the Company to hold office from the conclusion of this Annual General Meeting (AGM) till the conclusion of 6th AGM of the company to be held in the colander year 2023.
The report along with notes to Financial Statements is enclosed to this annual report. The observations made in the Auditors’ Report are self-explanatory and therefore do not call for any further comments.
Pursuant to Section 148 of the Companies Act, 2013 read with The Companies (Cost Records and Audit) Amendment Rules, 2014 Cost Audit is not applicable to the company for the year under review.
Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo:
During the period, since the Company was not engaged in any manufacturing activities. Hence, there is no such information which is required to be appended pursuant to Section 134(3) (m) of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014.
Particulars of Employees:
During the period under review No employee was drawing salary in excess of the limits which attracting the provisions of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Hence, no information is required to be appended to this report in this regard.
Receipt of Commission/Remuneration:
During the period under review the Directors of the Company have not received any Remuneration/Commission from the company.
The Board of Directors of the company have complied with applicable Secretarial Standards issued by The Institute of Company Secretaries of India.
Internal Financial Control System:
The Board has laid down the Internal Control System with adequate internal financial controls, commensurate with the size, scale and complexity of operations which operates effectively. The scope and authority of the internal financial control function is well defined.
The Management regularly reviews the risk and took appropriate steps to mitigate the risk. The company has in place the Risk Management policy. The Company has a robust Business Risk Management (BRM) frame work to identify, evaluate the various risk associated with the Company. In the opinion of the Board, no risk has been identified that may threaten the existence of the Company.
Prevention of Sexual Harassment at workplace:
The Company is committed to provide a safe and conducive work environment to its employees during the year under review.
An Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. Your Directors further state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
Maintenance of cost records:
The Company is not required to maintain any cost records prescribed under section 148 of the Companies Act, 2013 and rules made thereunder.
Corporate Social Responsibility:
Under Section 135 of the Companies Act, 2013 the provision of Corporate Social Responsibility is not applicable to the company for the financial period ended 2017-18.
The Board expresses its sincere thanks to all the employees, customers, suppliers, investors, lenders, regulatory and government authorities and stock exchanges for their co-operation and support and look forward to their continued support in future.
By order of the Board of Directors
For, ANVESHAN HEAVY ENGINEERING LIMITED
Place: Ahmedabad PARESH SHAH
Date: July 30,2018 DIRECTOR