45 Th Annual Report 2019-20
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LIFE ENHANCEMENT OF INDUSTRIAL COMPONENTS 45TH ANNUAL REPORT 2019-20 ADOR FONTECH LIMITED IS A FRONTRUNNER ORGANISATION THAT OPERATES ON THE PHILOSOPHY OF ‘PARTNERING’ WITH ITS CLIENTS IN RECOMMENDING AND IMPLEMENTING VALUE-ADDED RECLAMATION, FUSION, SURFACING, SPRAYING AND ENVIRONMENTAL SOLUTIONS. OUR VISION IS TO BE CONSIDERED AS THE PARTNER OF FIRST CHOICE BY OUR CUSTOMERS. OUR MISSION IS TO PARTNER WITH OUR CUSTOMERS IN IMPLEMENTING VALUE- ADDED RECLAMATION, FUSION, SURFACING, SPRAYING AND ENVIRONMENTAL SOLUTIONS. 01 CORPORATE INFORMATION WHOLLY OWNED SUBSIDIARY 3D Future Technologies Private Limited Ador House 6K Dubash Marg Fort Mumbai 400 001 Mr. Rafique Malik Independent Director STATUTORY AUDITORS M/s. Praveen & Madan (Earlier name-Srinivas & Subbalakshmi) Chartered Accountants Firm Registration No. 011350S 237 2nd Cross Cambridge Layout Halasuru Bengaluru 560 008 Mr. A T Malkani Mr. Melville Ferns SECRETARIAL AUDITOR Mr. H P Ledwani Ms. Manjula Narayan Ms. Tanya H Advani Mr. S S Mohiuddin Company Secretary COP No. 10150 Mr. P Gopa Kumar 22/A, 4th Cross Venkateshwara Theatre Road Devasandra Krishnarajapuram Bengaluru 560 036 SHARE TRANSFER AGENT Integrated Registry Management Services Pvt. Ltd. CIN: U74900TN2015PTC101466 30 Ramana Residency 4th Cross Sampige Road Malleswaram Bengaluru 560 003 T: (080) 2346 0815 – 818 F: (080) 2346 0819 E: [email protected] BANKERS HDFC Bank Limited 8/24 Salco Centre Richmond Road Bengaluru 560 025 Syndicate Bank Industrial Finance Branch Manipal Centre Dickenson Road Bengaluru 560 042 GOODS AND SERVICES TAX REGISTRATIONS Bengaluru 29AABCA1724H1ZY Nagpur 27AABCA1724H1Z2 Gurugram 06AABCA1724H2Z5 02 21 30 63 74 79 115 124 130 170 Mr. Rafique Malik 03 NOTICE TO THE 45TH ANNUAL GENERAL MEETING NOTICE Notice is hereby given that the SPECIAL BUSINESS Forty Fifth Annual General 5. Re-Appointment of Meeting (AGM) of the Members Mr. A T Malkani as ‘Executive of the Company will be held Chairman’ through video conference on To consider and if thought fit, to pass with or without modification(s), the following resolution as a SPECIAL Wednesday, September 23, RESOLUTION: 2020 at 11:00 a.m. to transact RESOLVED THAT pursuant to the recommendation of the Management Development, Nomination and Remuneration the following business: Committee; Approval of the Board; Sections 196, 197, 198, 203 and other applicable provisions of the Companies Act, 2013 including Rules and Schedules there under; Securities and ORDINARY BUSINESS Exchange Board of India Regulations; Listing agreement with the Stock Exchange besides all other applicable legislations including statutory modification(s) or re-enactment(s) thereof 1. Adoption of Standalone as may become applicable from time to time and in terms of the Memorandum and Articles of Association of the Company; Financial Statements approval of Members be and is hereby accorded for the re-appointment of Mr. A T Malkani (DIN 01585637) for a term To consider and adopt the Audited Standalone Financial of three years, as a Whole time Director designated as Statements for the financial year ended March 31, 2020 ‘Executive Chairman’. together with the reports of the Auditors and Directors thereon. RESOLVED FURTHER THAT the terms and conditions of appointment/re-appointment including payment of salary, perquisite, incentive/commission (hereinafter referred to as 2. Adoption of Consolidated ‘remuneration’) be effected as per the provisions of the Companies Act, Rules and Schedules there under (including Financial Statements applicable specifications of earlier enactment, transition to the To consider and adopt the Audited Consolidated Financial current and future requirements as may be modified from time Statements for the financial year ended March 31, 2020 to time) and in terms of the explanatory statement(s), be and together with the reports of the Auditors and Directors are hereby approved and ratified irrevocably, without further thereon. recourse to the Members, provided such amendment(s), if any, being taken cognizance by the Board for necessary 3. Confirmation of dividend implementation. RESOLVED FURTHER THAT the Board be authorised to seek To confirm interim dividend paid of Rs.1.80 (Rupee one and paise approval(s) from Statutory/ Regulatory Authorities, if any, that eighty only) as final dividend for the financial year 2019-20. may be required/deemed to be required at any point in time during the tenure of employment and generally be empowered 4. Re-appointment of to do all acts, deeds and things, including execution of necessary documents, instruments, writings, affixation of Mrs. N Malkani Nagpal as Non common seal and make representations/ compromise/ arbitrate, as may be required and to delegate all or any of its Executive Director powers herein conferred to any Committee of Directors or Director or to the Company Secretary or duly authorised and To appoint a Director in place of Mrs. N Malkani Nagpal (DIN constituted Representative(s), who may do needful, to give 00031985), who retires by rotation and being eligible, offers effect to the aforesaid resolution. herself for re-appointment. 05 NOTICE RESOLVED THAT pursuant to the recommendation of the 6. Re-Appointment of Mr. H P Management Development, Nomination and Remuneration Committee and approval of the Board of Directors in their Ledwani as ‘Managing Director’ respective meetings held on June 26, 2020 and pursuant to the To consider and if thought fit, to pass with or without provisions of Sections 149, 150, 152 read with Schedule IV of modification(s), the following resolution as a SPECIAL the Companies Act, 2013; the Companies (Appointment and RESOLUTION: Qualification of Directors) Rules 2014; Regulations pertaining RESOLVED THAT pursuant to the recommendation of the to the Securities and Exchange Board of India (Listing Management Development, Nomination and Remuneration Obligations and Disclosure Requirements) Regulations, 2015 Committee; Approval of the Board; Sections 196, 197,198, 203 and all other applicable Statutory Enactments, Provisions, and other applicable provisions of the Companies Act, 2013 Rules, Guidelines, Notifications (including modification(s) or including Rules and Schedules there under; Securities and re-appointment thereof for the time being in force) approval of Exchange Board of India Regulations; Listing agreement with the Members of the Company be and is hereby accorded, for the Stock Exchange besides all other applicable legislations the re-appointment of Mr. Rafique Malik (DIN 00521563) including statutory modification(s) or re-enactment(s) thereof (i) whose current term of office ceases on August 25, 2020 as may become applicable from time to time and in terms of the (ii) has submitted a declaration confirming the criteria of Memorandum and Articles of Association of the Company; independence under Section 149(6) of the Companies Act, approval of Members be and is hereby accorded to the 2013 (iii) is eligible for a second term under the applicable re-appointment of Mr. H P Ledwani (DIN 00040629) for a term provisions of law (iv) in respect of whom the Company has of one year, as a Whole time Director designated as 'Chief received a notice in writing from a Member proposing his Executive Officer and Managing Director'. candidature as a Director pursuant to Section 160 of the Companies Act, 2013 and (v) whose term shall not be subject to RESOLVED FURTHER THAT the terms and conditions of retirement by rotation; to hold office for a second term of five appointment/re-appointment including payment of salary, consecutive years on the Board as a Non-Executive perquisite, incentive/commission (hereinafter referred to as Independent Director of the Company w.e.f. August 26, 2020 ‘remuneration’) be effected as per the provisions of the up to August 25, 2025. Companies Act, Rules and Schedules there under (including applicable specifications of earlier enactment, transition to the RESOLVED FURTHER THAT the Board of Directors (which current and future requirements as may be modified from time term shall unless repugnant to the context or meaning thereof, to time) and in terms of explanatory statement(s), be and are be deemed to include a duly authorised ‘Committee’ thereof) be hereby approved and ratified irrevocably, without further and are hereby authorised to do and perform all such acts, recourse to the Members, provided such amendment(s), if any, deeds, matters or things as may be considered necessary, being taken cognizance by the Board for necessary appropriate, expedient or desirable to give effect to the implementation. resolution including adherence to the requirements, modifications, terms and conditions as may be stipulated by the RESOLVED FURTHER THAT the Board be authorised to seek Statutory/Regulatory Authorities. approval(s) from Statutory/Regulatory Authorities, if any, that may be required/ deemed to be required at any point in time during the tenure of employment and generally be empowered 8. To appoint Branch Auditors of to do all acts, deeds and things, including execution of necessary documents, instruments, writings, affixation of the Company common seal and make representations/compromise/arbitrate, To consider and if thought fit, to pass with or without as may be required and to delegate all or any of its powers modification(s), the following resolution as an Ordinary herein conferred to any Committee of Directors or Director or Resolution. to the Company Secretary or duly authorised and constituted Representative(s), who may do needful, to give effect to the RESOLVED THAT pursuant