Your Directors take pleasure in presenting their report on the business and operations of your Company along with Audited Financial Statements for the year ended on March 31, 2024.
FINANCIAL PERFORMANCE
|
(IN THOUSANDS)
|
Particulars
|
FY 2023-24
|
FY 2022-23
|
Revenue from Operations
|
33822.31
|
-
|
Other Income
|
0.08
|
-
|
Total Income
|
33822.39
|
-
|
Less Total Expenses
|
34866.40
|
(397.38)
|
Profit/(Loss) before Tax
|
(1044.01)
|
(397.38)
|
Tax Expense
|
-
|
-
|
Exceptional Item
|
-
|
(17586.58)
|
Profit/(Loss) after Tax(PAT)
|
(1044.01)
|
(17983.96)
|
REVIEW OF PERFORMANCE
During the financial year, the company has tried to reinitiate its business operations.
Durng the year under review, the company has made a revenue from operations of Rs. 33822.31 thousands as compared to Nil revenue from operations during last financial year. As the company is growing its business & trying to revive its business operations it has incurred loss of Rs. 1044.01 thousand- during financial year under review as compared to Rs. 17983.96 thousands during FY 22-23.
Dividend & Reserves
The Board of the Company has not recommended any dividend for the year.
Change in nature of business
During the year under review, the company reported business activities under its new business activities that is Agro/Agri, Milk and Dairy Products. The management of the company are hopeful for positive results in upcoming years. Mention the object clause change details here...
Change in Share Capital
At present the Authorized Share Capital of the Company stands at Rs. 12,00,00,000/- divided into 1,20,00,000 Equity Shares of Rs. 10/- each and the Paid-up Share Capital stands at Rs.10,50,00,000/-divided into 1,05,00,000 Equity Shares of Rs. 10/- each. There has been no change in the share capital during the period ended March 31, 2024.
Subsidiaries, Joint Ventures and Associate Companies
Nanuan Finance Private Limited (Now Komalay Finance Private Limited] is a wholly owned subsidiary of A and M Jumbo Bags Limited. Nanuan Finance Private Limited is Non-Banking Finance Company..
Due to fraudulent activities made by the unauthorized person in the wholly owned subsidiary company in FY 2022-23. Therefore, Financial statements of subsidiary company Nanuan Finance Private Limited (Now Komalay Finance Private Limited] for the Financial Year 2022-2023 were not available; therefore Auditors have considered standalone figure of the Financial Statement as a Consolidated figures for the Financial Year 2022-23 & also for FY 2023-24. Accordingly all the unauthorized changes made in the financial of the wholly owned subsidiary company is Disowned by the Company. A statement containing salient features of the financial statements of the Company's subsidiaries in form AOC-1 is attached here with as “Annexure -1” to the financial statement of the Company.
The Company doesn't have any joint venture or Associate Company.
Board of Directors And Key Managerial Personnel
During the year, company has appointed new qualified management in the company. To protect the company from this fiasco, the company decided to rope in and they requested existing Directors to Allow Professional Board and CEO to Manage Business of Company. Therefore, company has appointed Mr. Hitendra Jain as a CEO he is a qualified professional and has Rich professional Experience of over 30 years in India, UAE, Switzerland and Singapore, worked with Fortune-500 companies, like Aditya Birla Group, Wilmar Singapore, KRBL Ltd lndia, MCX lndia and Ruchi Soya Group. He is an invited speaker on LC and Compliance globally.
The designation of Mr. Hitendra Jain has been changed from the CEO to CFO w.e.f. 06/11/2023.
The changes in Board of Directors of the Company since 1st April 2023 till the date of this report is hereunder;
Constitution of Board
As on date of this report, the Board of the Company comprises of four Directors out of which one is Executive Director, one is Non- Promoter Non-Executive Director and rest of the Directors are NonPromoter Non-Executive Independent Directors and one CEO. As on the date of this report, the Board comprises following Directors.
Name of Directors
|
Category cum Designation
|
Date of Appointme nt at current term
|
Total
Directorship
|
No. of Committee
|
No. of share held as on March 31, 2024
|
In
which directo r is
Chairm
an
|
In which director is
member
|
Mr. Hitendra Jain
|
CEO
|
04/02/23
|
-
|
-
|
-
|
-
|
Ms. Drashti Solanki
|
Independent
Director
|
30/05/23
|
3
|
2
|
3
|
-
|
Mr. Ankit Agrawal
|
Independent
Director
|
30/05/23
|
5
|
-
|
5
|
-
|
Mr. Savan S. Shinghala
|
Managing
Director
|
04/08/23
|
3
|
1
|
2
|
2056000
|
Mr. Siddharth J. Patel
|
Non-Executive
Director
|
04/08/23
|
3
|
1
|
2
|
488000
|
Committee includes Audit Committee and Nomination and Remuneration Committee across all Public Companies.
None of the Directors of Board is a member of more than ten Committees or Chairman of more than five committees across all the Public companies in which they are Director. The necessary disclosures regarding Committee positions have been made by all the Directors.
None of the Director of the Company is serving as a Whole-Time Director in any Listed Company and is holding position of Independent Director in more than 3 Listed Companies. None of the Director of the Company is holding position as Independent Director in more than 7 Listed Companies. Further, none of the Directors of the Company is disqualified for being appointed as a Director pursuant to Section 164 (2] of the Companies Act, 2013.
Board Meeting
Regular meetings of the Board to review the half yearly results of the Company. Additional Board meetings are convened to discuss and decide on various business policies, strategies and other businesses. During the year under review, the Board of Directors of the Company met 5 (Five] times viz; 16th April, 2023, 30th May 2023, 04th August, 2023, 06th November 2023, 05th January 2024.
The details of attendance of each Director at the Board Meeting and Annual General Meeting are given below:
The details of attendance of each Director at the Board Meeting and Annual General Meeting are given below:
Name of Director
|
Mr.
Hitendr a Jain
|
Mr.
Savankuma r S. Shingala
|
Mr. Siddharth patel
|
Mr. Varun J. Shah
|
Mr. Ankit Agrawal
|
Mrs.
Drashti
Solanki
|
Mrs.
Shweta S. Saparia
|
No. of BM Held
|
05
|
04
|
04
|
05
|
04
|
02
|
01
|
Number of Board Meetings Eligible to attend
|
05
|
04
|
04
|
05
|
04
|
02
|
01
|
Number of Board Meeting attended
|
05
|
04
|
04
|
05
|
04
|
02
|
01
|
Presence at the previous AGM
|
No
|
Yes
|
Yes
|
Yes
|
No
|
NO
|
NO
|
Change in Directors & KMPs
During the Financial year 2023-2024, Mr. Hitendra Jain (DIN 05168726] has been appointed as CFO of the company in the Board meeting held on November 06, 2023.
Mr. Balwantsingh Ujagarsingh Pannu, Mr. Jaypalsinh Vaghela, Mr. Manan Thothawala and Mr. Amitsinh Himmatsinh Dabhi- Directors and Mr. Samirbhai Patel-CFO of the company resigned from the Board w.e.f. 30/05/2023
Ms. Drashti L. Solanki (101396197] and Mr. Ankit kumar Agrawal (10118085] had been appointed as Additional Independent Director of the Company w.e.f. 30/05/2023. Further, on 04th August, 2023, the Company has appointed Mr. Savan S. Shingala (08548046] as Managing Director and Mr. Siddharth J. Patel (DIN: 08766790] as a Non-executive Additional Directors of the company subject to their approval in the ensuing Annual General Meeting of the company.
Mr. Varun Shah resigned from the Board w.e.f. 07/02/2024. Ms. Drashti L Solanki (101396197] resigned from the Board w.e.f. 21/11/2023 and Mrs. Shwetaben Saparia has been appointed as Independent director of the company 05/01/2024.
In accordance with the provisions of the Articles of Association and Section 152 of the Companies Act 2013, Mr. Siddharth Patel (DIN: 08766790] Non-Executive director of the Company, retires by rotation at the ensuing Annual General Meeting. He, being eligible, offers himself for re-appointment as such. The Board of Directors recommends his appointment on the Board.
Moreover, Mrs. Shilpy Jaiswal has been appointed as Company Secretary of the Company w.e.f. 16th February, 2023.
The relevant details, as required under Regulation 36 (3] of SEBI (Listing Obligations and Disclosure Requirements] Regulations, 2015 (“SEBI Listing Regulations”] and Secretarial Standard II on General Meeting, of the person seeking re-appointment / appointment as Director is annexed to the Notice convening the 13th Annual General Meeting.
Independent Directors
In terms of Section 149 of the Companies Act, 2013 and rules made there under, the Company had two NonPromoter Non-Executive Independent Directors in line with the Companies Act, 2013.
A separate meeting of Independent Directors was held on November 06, 2023to review the performance of Non-Independent Directors, Board as whole and performance of Chairperson of the Company including assessment of quality, quantity and timeliness of flow of information between Company management and Board.
The terms and conditions of appointment of Independent Directors and Code for Independent Director are incorporated on the website of the Company at http: //www.aandmjumbobags.com/.
The Company had received necessary declaration from each independent director under Section 149 (7] of the Companies Act, 2013 that they meet the criteria of independence laid down in Section 149 (6] of the Companies Act, 2013.
Performance Evaluation
The Board of Directors has carried out an annual evaluation of its own performance, board committees and individual directors pursuant to the provisions of the Act.
a. The performance of the board was evaluated by the board, after seeking inputs from all the directors, on the basis of the criteria such as the board composition and structure, effectiveness of board processes, information and functioning etc.
b. The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc.
c. The board and the nomination and remuneration committee reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the performance of chairman was also evaluated on the key aspects of his role.
d. Separate meeting of independent directors was held to evaluate the performance of nonindependent directors, performance of the board as a whole and performance of the chairman, taking into account the views of executive directors and non- executive directors. The same was discussed in the board meeting that followed the meeting of the independent directors, at which the performance of the board, its committees and individual directors was also discussed. Performance evaluation of independent directors was done by the entire board, excluding the independent director being evaluated.
Director Responsibility
Pursuant to section 134(5] of the Companies Act, 2013, the board of directors, to the best of their knowledge and ability, confirm that:
a. In preparation of annual accounts for the year ended March 31, 2024, the applicable accounting standards have been followed and that no material departures have been made from the same;
b. The Directors had 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 or loss of the Company for that year;
c. The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
d. The Directors had prepared the annual accounts for the year ended March 31, 2024 on going concern basis.
e. The Directors had laid down the internal financial controls to be followed by the Company and that such Internal Financial Controls are adequate and were operating effectively; and
f. The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
Committee of Board
Your Company has constituted several Committees in compliance with the requirements of the relevant provisions of applicable laws and statutes, details of which are given hereunder.
Audit Committee
Audit Committee meeting is generally held once in quarter for the purpose of recommending the half yearly/yearly financial results and the gap between two meetings did not exceed one hundred and twenty days. The Audit Committee met Three (3) times during the financial year 2023-2024 viz; Company met 3 (Three) times viz; May 05, 2023; August 08, 2023 and November 06, 2023.
The composition of the Committee and the details of meetings attended by its members are given below:
Name of Members
|
Category
|
Designation in Committee
|
Number of Meetings during the financial year
2023-24
|
Held
|
Eligible to attend
|
Attended
|
Mr. Varun J. Shah
|
Non-Executive
Director
|
Chairperson
|
3
|
1
|
1
|
Mr.Jaypalsinh Vaghela
|
Independent
|
Member
|
3
|
1
|
1
|
|
Director
|
|
|
|
|
Mr. Manan Thothawala
|
Independent
Director
|
Member
|
3
|
1
|
1
|
Mr. Ankitkumar S. Agrawal
|
Independent
Director
|
Chairperson
|
3
|
2
|
2
|
Ms. Drashti Laxmikant Solanki
|
Independent
Director
|
Member
|
3
|
2
|
2
|
Mr. Hitendra Jain
|
Chief Executive Officer
|
Member
|
3
|
2
|
2
|
Mr. Varun Jignesh Shah, the Chairperson of the Committee had attended last Annual General Meeting of the Company held on 29th August, 2023
Recommendations of Audit Committee, wherever/whenever given, have been accepted by the Board of Directors. Further, the terms of reference, roles and powers of the Audit Committee is as per Section 177 of the Companies Act, 2013 (as amended].
Nomination and Remuneration Committee
The Company has formed Nomination and Remuneration committee in line with the provisions Section 178 of the Companies Act, 2013. Nomination and Remuneration Committee meetings are generally held for identifying the person who is qualified to become Directors and may be appointed in senior management and recommending their appointments and removal.
During the year under review, the Nomination and Remuneration Committee met Four (4] times viz; May 05, 2023; August 08, 2023, November 06, 2023, and January 05, 2024.The composition of the Committee and the details of meetings attended by its members are given below:
Name of Members
|
Category
|
Designation
in
Committee
|
Number of Meetings during the financial year 2023-24
|
Held
|
Eligible to attend
|
Attended
|
Mr.Manan Thothawala
|
Independent
Director
|
Chairperson
|
4
|
1
|
1
|
Mr. Jaypalsinh Vaghela
|
Independent
Director
|
Member
|
4
|
2
|
2
|
Mr. Balwantsingh U. Pannu
|
Non-Executive
Director
|
Member
|
4
|
2
|
2
|
Mr. Varun Shah
|
Non-Executive
|
Member
|
4
|
2
|
2
|
|
Director
|
|
|
|
|
Mrs. Drashti Solanki
|
Independent
Director
|
Chairperson
|
4
|
2
|
2
|
Mr. Ankit Agrawal
|
Independent
Director
|
Member
|
4
|
2
|
2
|
Further, the terms of reference of the Nomination and Remuneration Committee is as per Section 178 of the Companies Act, 2013.
Stakeholder Relationship Committee
The Company has formed Stakeholder Relationship committee in line with the provisions Section 178 of the Companies Act, 2013 and SEBI Regulation. Stakeholder Relationship Committee meetings are generally held for identifying the investors issues.
During the year under review, the Stakeholder Relationship Committee met One (1] time viz;. The composition of the Committee and the details of meetings attended by its members are given below:
Name of Members
|
Category
|
Designation
in
Committee
|
Number of Meetings during the financial year 2023-24
|
Held
|
Eligible to attend
|
Attended
|
Mr. Varun Shah
|
Non-Executive
Director
|
Chairperson
|
1
|
1
|
1
|
Mr.Manan Thothawala
|
Independent
Director
|
Member
|
1
|
1
|
1
|
Mr. Jaypalsinh Vaghela
|
Independent
Director
|
Member
|
1
|
1
|
1
|
Mr. Balwantsingh U. Pannu
|
Non-Executive
Director
|
Member
|
1
|
1
|
1
|
Mr. Hitendra Jain
|
Chief Executive Officer
|
Member
|
1
|
1
|
1
|
Further, the terms of reference of the Stakeholder Relationship Committee is as per Section 178 of the Companies Act, 2013.
Nomination and Remuneration Policy
The Company has, in order to attract motivated and retained manpower in competitive market and to harmonize the aspirations of human resources consistent with the goals of the Company and in terms of the provisions of the Companies Act, 2013 devised a policy on Nomination and Remuneration of Directors, Key Managerial Personnel and Senior Management. Key points of the Policy are:
Policy on Appointment of Directors, Key Managerial Personnel and Senior Management Personnel:-
• The policy is formulated to identify and ascertain the integrity, qualification, expertise and experience of the person for appointment as Director, KMP and Senior Management personnel and recommend to the Board for his / her appointment.
• A person should possess adequate qualification, expertise and experience for the position he/ she is considered for appointment.
• In case of appointment of Independent Director, the Committee shall satisfy itself with regard to the independent nature of the Director vis-a-vis the Company so as to enable the Board to discharge its function and duties effectively.
Policy on remuneration of Director, key managerial personnel and senior management personnel.
The Company remuneration policy is driven by the success and performance of the Director, KMP and Senior Management Personnel vis-a-vis the Company. The Company philosophy is to align them and provide adequate compensation with the Objective of the Company so that the compensation is used as a strategic tool that helps us to attract, retain and motivate highly talented individuals who are committed to the core value of the Company. The Nomination and Remuneration Policy, as adopted by the Board of Directors, is placed on the website of the Company at www.aandmiumbobags.com.
Public Deposit
The Company has not accepted any deposits from Shareholders and Public falling within the ambit of Section 73 of the Companies Act, 2013 and rules made there under. There were no deposits, which were claimed and remained unpaid by the Company as on March 31, 2024.
Corporate Governance
The compliance with the corporate governance provisions as specified in regulations 17 to 27 and clauses (b] to (i) of sub-regulation (2] of regulation 46 and para C, D and E of Schedule V are not applicable to the Company as the Company's securities are listed on SME Platform (Pursuant to Regulation 15 of SEBI (Listing Obligations & Disclosure Requirements] Regulations, 2015].
Risk Management
A well-defined risk management mechanism covering the risk mapping and trend analysis, risk exposure, potential impact and risk mitigation process is in place. The objective of the mechanism is to minimize the impact of risks identified and taking advance actions to mitigate it. The mechanism works on the principles
of probability of occurrence and impact, if triggered. A detailed exercise is being carried out to identify, evaluate, monitor and manage both business and non-business risks.
Sexual Harassment of Women at Workplace
To foster a positive workplace environment, free from harassment of any nature, we have institutionalized the Anti-Sexual Harassment Initiative (ASHI] framework, through which we address complaints of sexual harassment at the all workplaces of the company. Our policy assures discretion and guarantees nonretaliation to complainants. We follow a gender-neutral approach in handling complaints of Sexual Harassment and we are complaint with the law of the land where we operate.
During the year under review, there were no incidences of sexual harassment reported.
Management Discussion and Analysis Report
Your attention is drawn to the perception and business outlook of your management for your company for current year and for the industry in which it operates including its position and perceived trends in near future. The Management Discussion and Analysis Report as stipulated under Schedule V of the SEBI (Listing Obligations & Disclosure Requirements] Regulations, 2015 is attached and forms part of this Directors Report.
Particulars of Loans, Guarantees and Investments
Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statement.
Annual Return
The Annual Return for the financial year 2023-24 will be available on the website of the Company and the same is available at www.aandmjumbobags.com.
Contracts and Arrangements with Related Parties
During the financial year 2023-24, the company has not entered into any transactions with related parties as defined under Section 2(76] of the Companies Act, 2013, within the meaning of Section 188 of the Companies Act, 2013.
Material changes and commitment affecting financial position of the Company
As reported earlier, a fraud made with the Wholly Owned Subsidiary Company i.e. Komalay Finance Private Limited. The details in this regard are mentioned in above para of this Board Report and due to the same company's financial condition has been affected adversely.
Particular of Employee
During the year the company has not paid any remuneration to whole-time director of the company. At present there are no regular employee in the company as per Section 197(12] of the Companies Act, 2013, read with Rule 5(1] of the Companies (Appointment and Remuneration of Managerial Personnel] Rules, 2014.
Internal Financial Control
The Company has appointed Internal Auditor for the FY 2023-24 and the internal Auditor made submission his report to the Board of Directors. The Company has adequate Internal Control System, commensurate with the size, scale and complexity of its operations. The Internal Audit Department monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company. Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls.
Conservation of energy, technology absorption and foreign exchange earnings and outgo
A. Conservation of Energy-
i. ) The steps taken or impact on conservation of energy: None
ii. ) The steps taken by the Company for utilizing alternate sources of energy: None
iii. ) The capital investment on energy conservation equipment: None
B. Technology Absorption-
i. ) The effort made towards technology absorption: None
ii. ) The benefit derived like product improvement, cost reduction, product development or import
substitution: None
iii. ) In case of imported technology (imported during the last three years reckoned from the beginning
of the financial year) -
a. The details of technology imported: None
b. The year of import: None
c. Whether the technology has been fully absorbed: None
d. If not fully absorbed, are as where absorption has not taken place, and the reasons thereof: None
iv. ) The expenditure incurred on Research and Development: None
C. Foreign Exchange Earnings &Expenditure:
i. ) Details of Foreign Exchange Earnings: Nil
ii. ) Details of Foreign Exchange Expenditure :Nil
Statutory Auditors and Auditors' report
Based on the recommendation of the Audit Committee and the Board of Directors, Members of the Company at the 12th Annual General Meeting held on 29th August, 2023 appointed M/s. MAAK & Associates, Chartered Accountants (Firm Registration No. 135024W) as the statutory Auditors of the Company till the conclusion of the 17th AGM.
However, due to the pre occupation of the M/s. MAAK & Associates, they will not be able to continue as Statutory Auditor of the Company. Therefore, the Board hereby recommends to the Shareholders for the appointment of M/s. A.K. Ostwal & Co., Chartered Accountant (Firm Registration Number: 107200W), as a Statutory Auditor of the Company for a term of 5 (five) years commencing from the conclusion of the 13thAnnual General Meeting until the conclusion of the 18th Annual General Meeting to be held on 2029.
Notes on financial statement referred to in the Auditor's Report are self-explanatory and do not call for any further comments. The Auditor's Report does not contain any qualification, reservation or adverse remark.
Secretarial Auditor
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. Himanshu K Gupta & Associates, Ahmedabad, to undertake the Secretarial Audit of the Company for the financial year 2023-24. The Secretarial Audit Report is annexed herewith as Annexure - C.
Qualifications, reservation or adverse remark or declaimer made secretarial auditor are as follows:
1. The Company has failed to submit the Large Corporate disclosure for financial year 2023-2024 as per the applicability criteria given under the Chapter XII of SEBI Operational Circular No. SEBI/HO/DDHS/P/CIR/2021/613 dated 13th April 2022, as amended.
2. Company has failed to submit Compliance Certificate u/r 74(5) of SEBI (Depositories and Participants) Regulations, 2018.
3. Company has failed to approve and submit consolidated financial results for the half year and year ended 31st march 2023 and half year ended 30th September, 2023 as per provisions of regulation 33 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
4. During the year Company has failed to submit disclosure of resignation of Statutory Auditor S.P. Patel and Jain to stock exchange as per Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 on NSE.
5. Company has failed to submit form MGT-14 for the Appointment of Secretarial Auditor of the company Mrs. Hirvi Shah for the F.Y. 2023-24 as per section 179 of the Companies Act, 2013.
6. During the year Company has failed to submit disclosure of Resignation of secretarial Auditor of the company Mr. HIRIV SHAH to stock exchange as per Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 on NSE.
7. During the year Company has failed to submit disclosure of Resignation of secretarial Auditor of the company Ms. Bhumika Ranpura to stock exchange as per Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 on NSE.
8. Company has failed to submit form MGT-14 for approval of Consolidated Audited Financial Results for the financial year ended 31st March, 2023 as per section 179 of the companies act, 2013.
• Board Comments on secretarial audit report:
A. The company has failed to submit the Large corporate Disclosure for financial Year 2023-2024 as per the applicability criteria given under the chapter XII of SEBI Operational Circular No. SEBI/HO/DDHS/P/CIR/2021/613 dated 13th April, 2022 as amended.
Clarification: As per SEBI Operational Circular No. SEBI/HO/DDHS/P/CIR/2021/613 dated 13th April, 2022 as amended the company doesn't fall under the criteria of Large Corporate Entity disclosure.
Further, the said disclosure is Not Mandatory as per the compliance calendar of the NSE SME Emerge portal also. Still the company has uploaded the certificate of Non applicability of Large corporate Entity for the year 2023-2024, But, the entry of that submission was not reflecting on Neaps portal.
B. Company has failed to submit compliance certificate u/r 74 (5) of SEBI (Depositories and participants) Regulations 2018.
Clarification: The Company has timely submitted all applicable Stock Exchange compliance taking due care, but the entries for submitted certificate u/r 74 (5) SEBI (Depositories and participants) were not visible for two quarters i.e for quarter ended on 30.06.2023 and 30.09.2023, But due to technical issue it is not reflecting on NSE portal. The management has also tried to approach NSE on mail asking for non-visibility of all four submitted certificates but till date we have not received any response from their end.
But, it is confirmed that there are no change in securities listed and held in the Depository. Hence, no stakeholder interest affected adversely.
C. Company has failed to approve and submit consolidated financial results for half year and year ended 31st March, 2023 and half year ended 30th September, 2023 as per the provisions of regulation 33 of SEBI (Listing obligations and Disclosure Requirements) Regulations, 2015.
Clarification: - The Company has submitted Consolidate Financial Results for the half year and year ended 31st March, 2023 timely as is visible on NEAPS portal within 30 minutes of conclusion of Board Meeting. However, due to technical issue XML file was not able to process at that time and later on NSE considered the issue and resolve it by allowing us to submit XML file of consolidated result of FY 2022-23 and the same are reflecting on NSE.
For September, 2023, the company has no record of subsidiary, hence unable to file Consolidated result and exchange also considered the same and accordingly, we have made provision in the financial of FY 2023-24 as per the suggestion of exchange.
D. During the year company has failed to submit disclosure of resignation of Statutory Auditors M/s Patel & Jain to the exchange as per regulation 30 of SEBI (Listing obligations and Disclosure Requirements) Regulations, 2015 on NSE.
Clarification: The Patel & Jain, Chartered Accountant was appointed due to casual vacancy for FY 2022-23 and appointed for only that period. He has not provided his consent for his appointment of further period, hence question of resignation is not arised.
E. Company has failed to submit form MGT 14 for the appointment of Secretarial Auditor of the company Mrs. Hirvi shah for the financial year 23-24 as per section 179 of the Companies Act, 2013.
Clarification:-The Secretarial Audit of FY 2023-24 was done by M/s Bhumika Ranpura & Associate and compliance in this regarding has been done by the company.
F. During the year company has failed to submit disclosure of resignation of Secretarial Auditors of the company Mrs. Hirvi Shah to the stock Exchange as per regulation 30 of SEBI (Listing obligations and Disclosure Requirements) Regulations, 2015 on NSE.
Clarification: M/s Hirvi Shah had not carried any Secretarial Auditor of the company. Further, SEBI circular 18th October, 2019 had also provided clarity that Sub-clause (7A) inserted under Clause A in Part A of Schedule III under Regulation 30(2) of SEBI LODR Regulations is applicability to Statutory Auditor cases.
G. During the year company has failed to submit disclosure of resignation of Secretarial Auditors of the company Ms. Bhumika Ranpura to the stock Exchange as per regulation 30 of SEBI (Listing obligations and Disclosure Requirements) Regulations, 2015 on NSE.
Clarification: Ms. Bhumika Ranpura was appointed for FY 2022-23 only. She has not provided her consent of FY 2023-24, hence the question of her resignation is not arised.
H. Company has failed to submit form MGT 14 for approval of consolidated Audited Financial Results for the financial year ended 31st March 2023 as per section 179 of the Companies Act, 2013.
Clarification: The Company has complied with all applicable ROC compliances during the year under review and the Form MGT 14 for consolidated Audited Financial Results the year ended 31st March, 2023 was filed vide SRN AA3195659 dated 29th June 2023.
The Secretarial Audit report for Financial Year is attached herewith. (Annexure 4).
Reporting of Fraud
The Auditors of the Company have reported any fraud as specified under Section 143(12) of the Companies Act, 2013 in respect of FY 2023-24 with Registrar of Companies, Ahmedabad.
Compliance with the provision of SS -1 and SS-2
The applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to 'Meetings of the Board of Directors' and 'General Meetings', respectively, have been duly complied by your Company.
Website
As per Regulation 46 of SEBI (LODR) Regulations, 2015, the Company has maintained a functional website namely “http://www.aandmjumbobags.com/” containing basic information about the Company. The website of the Company is also containing information like Policies, Shareholding Pattern, Financial Results and information of the designated officials of the Company who are responsible for assisting and handling investor grievances for the benefit of all stakeholders of the Company, etc.
General Disclosures
Your Directors state that the Company has made disclosures in this report for the items prescribed in section 134 (3) of the Act and Rule 8 of The Companies (Accounts) Rules, 2014 and other applicable provisions of the act and listing regulations, to the extent the transactions took place on those items during the year. Your Directors further state that no disclosure or reporting is required in respect of the following items as there were no transactions occur on these items during the year under review;
a. Details relating to deposits covered under Chapter V of the Act;
b. Issue of Equity Shares with differential rights as to dividend, voting or otherwise;
c. Issue of shares (including sweat equity shares] to employees of the Company under any scheme save and ESOS;
d. Annual Report and other compliances on Corporate Social Responsibility;
e. There is no revision in the Board Report or Financial Statement;
f. Due to some of procedural matter the NSE made temporary suspension of the Company from the Stock Exchange. The Management of the Company is taking necessary action for revocation of suspension.
g. NSE imposed fine to the Company regarding non-compliance of Reg 6(1] of SEBI(LODR), 2015. The management has filed an application to the SEBI in respect of waiver of the fine.
h. Information on subsidiary, associate and joint venture companies.
Acknowledgement
Your company & directors wish to place on record their appreciation of the assistance and co-operation extended by Investors, Bankers, Business Associates, and Government. We are deeply grateful to shareholders for their continued faith, confidence and support to the company.
Regd. Office: Office No. 403, Fourth For and on behalf of the Board of Directors
Floor, Money Plant Business, Nr. Bhavik A and M Jumb° Bags Limited
Publication, Silver Oak College Road,
Gota, Ahmedabad, Gujarat -382481,
Place: Ahmedabad Date: 09/10/2024
Savankumar S Shingala Siddharth Patel
Managing Director & Director
Chairman (DIN: 08766790 )
(DIN:08548046)
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