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Assambrook Ltd.

BSE: 500025 Sector: Agri and agri inputs
NSE: N.A. ISIN Code: INE353C01011
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Assambrook Ltd. (ASSAMBROOK) - Director Report

Company director report

Your Directors have pleasure in presenting the Annual Reports of the Company togetherwith the Audited Accounts for the financial year ended 31st March 2016.

1. FINANCIAL RESULTS & APPROPRIATIONS

The Company’s financial performance for the year under review along with previousyears figures are given hereunder:

(Amount in ‘000’)

For the year ended 31 March 2016 For the year ended 31 March 2015
Profit/(Loss) before Interest Depreciation & Exceptional items (3173) (30835)
Less Interest - 304
Profit/(Loss) before Depreciation & Exceptional items (3173) (31139)
Add Depreciation 226 11350
Profit/(Loss) before Exceptional items & Taxation (3399) (42489)
Exceptional items - 165461
Profit/(Loss) before Tax (3399) (207950)
Less Current Income Tax 0 0
Provision for Income Tax earlier Year 866 0
Net Profit/(Loss) after Tax (4265) (207950)
Balance brought forward (303676) (95726)
Balance carried forward to Balance Sheet (307941) (303676)
Earnings per share (Basic) (0.56) (32.18)
Earnings per Share (Diluted) (0.56) (32.18)

2. DIVIDEND

In view of the losses the Board is recommending no dividend.

3. SHARE CAPITAL

The Company issued and allotted 4250000 equity shares of Rs 10/- each at par on 30May 2016 against conversion/redemption of 6% Non cumulative Redeemable Preference Sharesallotted to Allahabad Bank as per terms of issue of such Preference shares.

4. REVIEW OF BUSINESS OPERATIONS

During the year under review the the Company has no operations as the Tea Estatesowned by the company were transferred in the previous financial year 2014-15 in pursuanceof the Agreement for sale for such estates entered into in the earlier period.

5. BOARD OF DIRECTORS

(a) The board comprises of four Directors and all of them are Non ExecutiveIndependent Directors. . (b) Details of attendance of directors at board meetingand at the last Annual General Meeting with particulars of their other directorship andchairman/membership of Board Committees:

During the year 2014-15 6 Board Meetings were held on 21 April 2015 29 May 2015 19August 2015 1 October 2015 3 December 2015 8 January 2016 15 February 2016 and 25March 2016. All the Board Meetings were held at Kolkata.

The last Annual General Meetings of the members of the Company was held on 30thDecember 2015. The attendance and number of other Directorship/Committee Membership ofeach Director (excluding Assambrook Limited Private Limited Companies and ForeignCompanies) is given below:

Name of Category of Attendance Attendance No of other No. of Board DirectorsDirectorship(S) at Board at AGM Directorship Committee of Meeting (30.12.2015) Held whichMember/Chairman Shri Managing 3 No Nil Nil Siddhartha Director Rampuria Shri Mrinal NonExecutive 8 Yes Nil Nil Kanti Guha Independent Director Shri U. S. Non Executive 8 Yes NilNil Menon Independent Director Smt. Pooja Non Executive 5 Yes Nil Nil Goenka IndependentDirector Shri Sanjoy Non Executive 2 No Nil Nil Ghosh* Independent Director

Shri Siddharth Rampuria resigned from the Board w.e.f. from 1 October 2015.

*Shri Sanjoy Ghosh was appointed as an additional Director and Smt Pooja Goenkaresigned from the Board w.e.f. from 8 January 2016.

6. Committees of the Board

The details of composition and meetings of the committees of the board of Directorsheld during the year as under:- a. Audit Committee

Composition of the Audit Committee is in accordance with the requirements of section177 of the Companies Act 2013. The attendance of each of the members in the meetings ofthe Committee is as under:-

Sl. No. Name of the Committee Member Designation Chairman/Members Meetings held & attended
1. Shri U. S. Menon Non Executive Chairman 2
Independent Director
2. Shri Mrinal Kanti Guha Non Executive Independent Director Member 2
3. Smt. Pooja Goenka Non Executive Independent Director Member 1
4. Shri Sanjoy Ghosh Non Executive Independent Director Member 1

• The Audit Committee held two meetings during the year ended 31 March 2016 on 3December 2015 and 15 February 2016.

WHISTLE BLOWER POLICY (Vigil Mechanism) --- Pursuant to sub section (9)&(10) of section 177 of the Companies Act 2013 read with rule 7 of the Companies(Meetings of Board and its Powers) Rules 2014 the company has established a WhistleBlower policy (Vigil Mechanism) for Directors and Employees of the company to report theirgenuine concerns or grievances. The policy was approved by the Board of Directors of theCompany at its Meeting held on 30 May 2014 and the Audit Committee was empowered by theBoard of Directors to monitor the same and to report to the board about the complaints inan unbiased manner. b. Nomination & Remuneration Committee

Composition of the Nomination & Remuneration Committee is in accordance with therequirements of section 178(1) of the companies Act 2013. The composition is as under:-

Sl. No. Name of the Committee Member Designation Chairman/Members
1. Shri U.S. Menon Non Executive Independent Director Chairman
2. Shri M.K. Guha Non Executive Independent Director Member
3. Smt Pooja Goenka Non Executive Independent Director Member

• The Nomination & Remuneration Committee held one meeting on 3 December 2015during the financial year ended 31 March 2016.

Company policies on Appointment & Remuneration

The remuneration policy aims at rewarding performance based on review of achievementson a regular basis. The remuneration policy in consonance with requirements of section 178of the Companies Act 2013 & Rules thereto and the existing industry practice.

The remuneration of employees largely consists of basic remuneration and perquisites.Board Metting attendance fees are paid to the Directors for attending meeting of the boardor committee thereof and they do not draw any other remuneration from the company.

The objectives of the remuneration policy are to motivate and encourage the employeesto deliver higher performance and to recognize their contribution.

The company’s policy on the appointment of the Directors & Senior Managementand the remuneration for the Directors Key Managerial Personnel and other employees wasapproved by the board at its meeting held on 30 May 2014.

The non- executive directors are paid sitting fees of Rs.2000/- for each meeting of theboard or any committee plus reimbursement of actual travel and out of pocket expensesincurred for attending such meetings. The details of the remuneration paid to theDirectors during the year ended 31 March 2016 are as under:

Name of Directors Salary Perquisites and Allowances Commission Sitting fees Total
Shri U.S. Menon 22000
Shri M.K. Guha 22000
Smt. Pooja Goenka 12000
Shri Sanjoy Ghosh

6000

Shri Siddhartha Rampuria

150000

Nil

Nil

Nil

c. Stakeholders Relationship Committee

Composition of the Stakeholders Relationship Committee is in accordance with therequirements of section 178(5) of the companies Act 2013. The composition is as under:-

Sl. No. Name of the Committee Member Designation Chairman/Members
1. Shri U.S. Menon Non Executive Independent Director Chairman
2. Shri M.K. Guha Non Executive Independent Director Member
3. Smt Pooja Goenka Non Executive Independent Director Member

During the year 2015-16 the Committee met on one time 8th January 2016.

During the year the company has received no complaints from the shareholders.

7. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act 2013 the Board of Directors confirm:

(i) that in the preparation of the annual accounts the applicable accounting standardshave been followed and no material departures have been made from the same;

(ii) that they have selected such accounting policies and applied them consistently andmade judgements and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year and ofthe profit and loss of the Company for that period;

(iii) that they have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;

(iv) that they have prepared the annual accounts on a ‘going concern’ basis;

(v) that they have laid down internal financial controls to be followed by the Companyand that such internal financial controls are adequate and are operating effectively;

(vi) that they have devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems are adequate and operating effectively.

8. DIRECTORS

Shri Sanjoy Ghosh was appointed as an additional Director of the company at the BoardMeeting held on 8 January 2016 in the category of Independent Director pursuant to section161 read with the second proviso of section 149 of the Companies Act 2013.

In terms of section 161 of the Companies Act 2013 Shri Sanjoy Ghosh will hold officeup to the date of the ensuing Annual General Meeting. The Company has received notice inwriting along with the requisite deposit pursuant to section 160 of the Companies Act 2013proposing his appointment as director of the Company. Your board based on therecommendation of the Nomination and Remuneration Committee has recommended theappointment of Shri Sanjoy Ghosh as a Non Executive Independent Director of the Companyfor a term of five consecutive years subject to member’s approval at the ensuing AGM.The Board of Directors recommend his appointment.

Smt. Pooja Goenka resigned from the Board of Directors with effect from 8 January 2016.The Board place on record their appreciations of the valuable services rendered and advicereceived from Smt. Pooja Goenka during her long tenure as Director of the Company.

The tenure of office of Shri Siddhartha Rampuria Managing Director expired on 30thSeptember 2015 and he has tendered his resignation as Managing Director w.e.f. 1 October2015. The Board at its meeting held on 1st October 2015 has accepted hisresignation and placed on record its appreciation for the valuable services rendered byhim during his association with the company.

Smt. Sharmila Sarkar was appointed as an additional Director of the Company at theBoard Meeting held on 30 May 2016 in the category of Independent Director pursuant tosection 161 read with the second proviso of section 149 of the Companies Act 2013.

In terms of section 161 of the Companies Act 2013 Smt. Sharmila Sarkar will holdoffice up to the date of the ensuing Annual General Meeting. The Company has receivednotice in writing along with the requisite deposit pursuant to section 160 of theCompanies Act 2013 proposing her appointment as director of the Company. Your board basedon the recommendation of the Nomination and Remuneration Committee has recommended theappointment of Smt. Sharmila Sarkar as a Non Executive Independent Director of the Companyfor a term of five consecutive years subject to member’s approval at the ensuing AGM.The Board of Directors recommend his appointment.

9. DECLARATION OF INDEPENDENT DIRECTORS

The Independent Directors have submitted their disclosures to the Board that theyfulfil all the requirements as stipulated in Section 149(6) of the Companies Act 2013 soas to qualify themselves to be appointed as Independent Directors under the provisions ofthe Companies Act 2013 and the relevant rules.

10. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THECOMPANIES ACT 2013

The particulars of Loans guarantees or investments made under Section 186 have beendisclosed in the financial statements (Note No. 8 & 12).

11. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

During the financial year 2015-16 there is no materially significant related partytransactions made by the company with Promoters Key Managerial Personnel or otherdesignated persons which may have potential conflict with interest of the company atlarge.

Your Directors draw attention of the members to Note 25 to the financial statementwhich sets out related party disclosures.

12. STATUTORY AUDITORS

M/s Tiwari & co Chartered Accountants were appointed as the Statutory Auditors ofthe Company from conclusion of 66th AGM till the conclusion of the 68th AnnualGeneral Meeting to be held in the year 2017 subject to ratification of their appointmentat the subsequent AGMS.

Pursuant to the provision of section 139(2) of the Act and the Rules framed thereunder it is proposed to ratify the appointment of M/s Tiwari & Co. as the StatutoryAuditors of the Company for the financial year 2016-17. The said Auditors have furnishedthe Certificate of their eligibility in this regard.

13. AUDITORS REPORTS

The Auditors observation dealt within the notes to the Accounts which are selfexplanatory and do not require further clarification.

14. ANNUAL RETURN

As provided under Section 92(3) of the Act an extract of annual return is given inAnnexure I in the prescribed Form MGT-9 which forms part of this report

15. SECRETARIAL AUDIT

Pursuant to provision of section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the company hasappointed Shri Rohit Agarwal Practicing Company Secretary to undertake the SecretarialAudit of the Company. The Secretarial Audit Report is annexed herewith as annexure II.

16. SECRETARIAL AUDITORS REPORT

The Secretarial Auditors’ report does not contain any qualifications reservationsor adverse remarks and have been annexed to the report except non compliance in somecases.

The Managing Director of the Company had resigned w.e.f.1 Oct 2015. The Company hastaken all reasonable steps for appointing of a Managing Director but have beenunsuccessful so far.

Steps are being taken for compliance regarding filing of Form 35 payment ofoutstanding listing fee to the Stock Exchanges updating of Website and information toStock Exchanges re appointment/resignation of Directors.

17. RISK MANAGEMENT

The Board of the Company implement and monitor the Risk Management plan for theCompany. The Board is responsible for reviewing the risk management plan and ensuring itseffectiveness. The Audit Committee has additional oversight in the area of financial risksand control. Major risks identified by the businesses and functions are systematicallyaddressed through mitigating actions on a continuing basis.

18. DEPOSITS

The Company has neither accepted nor renewed any deposits during the year under review.

19. INTERNAL FINANCIAL CONTROL:

The Company has adequate Internal Financial Control Systems at all levels ofManagements and they are reviewed from time to time. The internal audit is carried out bya firm of Chartered Accountants. The audit committee of the board looks into auditorsreport which is deliberated upon and corrective action taken wherever required.

20. BOARD EVALUATION.

The Company is yet to initiate necessary steps with regard to annual evaluation of theperformances of the Board its committee and individual Directors. It is proposed to carryout the annual performance evaluation of the Board its committee and individual Directorsafter the completion of one year from the date of the constitution of the Board/Committee.

21. PARTICULARS OF EMPLOYEES.

The information required U/s 197 of the Act read with rule 5(1) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 are given below. a.The ratio of annualised remuneration of Median Employees to that of Managing Director is1.14. No other Directors get any remuneration from the company except the Board sittingfees which is Rs. 2000/- per meeting. b. The percentage increase in the medianremuneration of employees in the financial year was nil as the company had no operationsduring the year. c. The number of permanent employees on the rolls of the companywas 4 employees.

d. The explanation on the relationship between average increase in remuneration andcompany performance.

Due to no operation in the Company there was no increase in the salary of the ManagingDirector Key Managerial Personnel and employees.

e. The company’s shares are suspended from trading in Bombay Stock Exchange.As such the variation in the market capitalisation of the company price earning ratio asat the closing date of the financial year and previous financial year is not possible. f.The Company affirms remuneration is as per the remuneration policy of the company.

g. The other clauses of rule 5(1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 are not applicable.

22. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTSRELATE AND THE DATE OF THE REPORT

No material changes and commitments affecting the financial position of the Companyoccurred between the end of the financial year to which this financial statement relatesand on the date of this report.

23. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO

Since the Company had no operations during the year under review nothing to report inthis regard.

24. LISTING

Shares of the Company are listed with Bombay Stock Exchange and Calcutta StockExchange. Shares of the Company are suspended from trading in Bombay Stock Exchange due tonon compliance of certain clauses of the listing agreement. Requisite steps are beingtaken by the company for revocation of suspension of trading in shares at Bombay StockExchange.

25. ACKNOWLEDGEMENTS

Your Directors place on record their sincere thanks to bankers business associatesconsultants and various Government Authorities for their continued support extended toyour Companies activities during the year under review. Your Directors also acknowledgesgratefully the shareholders for their support and confidence reposed on your Company.

By Order of the Board
M. K. Guha
Place: Kolkata U. S. Menon
Date: 30 May 2016 Directors

Form No. MR-3

SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED 31ST MARCH 2016

[Pursuant to section 204(1) of the Companies Act 2013 and rule No.9 of the Companies

(Appointment and Remuneration Personnel) Rules 2014]

To

The Members

ASSAMBROOK LIMITED

TINKHARIA TEA ESTATE

DHEKIAJULI SONITPUR

ASSAM-784110

I have conducted the secretarial audit of the compliance of applicable statutoryprovisions and the adherence to good corporate practices by Assambrook Limited(hereinafter called the company). Secretarial Audit was conducted in a manner thatprovided me a reasonable basis for evaluating the corporate conducts/statutory compliancesand expressing my opinion thereon.

Based on my verification of the company’s books papers minute books forms andreturns filed and other records maintained by the company and also the informationprovided by the Company its officers agents and authorized representatives during theconduct of secretarial audit I hereby report that in my opinion the company has duringthe audit period covering the financial year ended on 31st March 2016 compliedwith the statutory provisions listed hereunder and also that the Company has properBoard-processes and compliance-mechanism in place to the extent in the manner and subjectto the reporting made hereinafter:

I have examined the books papers minute books forms and returns filed and otherrecords maintained by Assambrook Limited ("the Company") as given in AnnexureI for the financial year ended on 31st March 2016 according to theprovisions of:

(i) The Companies Act 2013(the Act) and the rules made thereunder;

(ii) The Securities Contracts (Regulation) Act 1956 (‘SCRA’) and the rulesmade thereunder;

(iii) The Depositories Act 1996 and the Regulations and Bye-laws framed thereunder;

(iv) Foreign Exchange Management Act 1999 and the rules and regulations madethereunder to the extent of Foreign Direct Investment Overseas Direct Investment andExternal Commercial Borrowings(Not Applicable to the company during the audit period);

(v) The following Regulations and Guidelines prescribed under the Securities andExchange Board of India Act 1992 (‘SEBI Act’):-

(a) The Securities and Exchange Board of India (Prohibition of Insider Trading)Regulations 2015;

(b) The Securities and Exchange Board of India (Issue of Capital and DisclosureRequirements) Regulations 2009;

Provisions of the following Regulations and Guidelines prescribed under the Securitiesand Exchange Board of India Act 1992 (‘SEBI Act’) were not applicable to theCompany under the financial year under report:-

(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares andTakeovers) Regulations 2011;

(b) The Securities and Exchange Board of India (Employee Stock Option Scheme andEmployee Stock Purchase Scheme) Guidelines 1999;

(c) The Securities and Exchange Board of India (Issue and Listing of Debt Securities)Regulations 2008;

(d) The Securities and Exchange Board of India (Registrars to an Issue and ShareTransfer Agents) Regulations 1993 regarding the Companies Act and dealing with client;

(e) The Securities and Exchange Board of India (Delisting of Equity Shares)Regulations 2009; and

(f) The Securities and Exchange Board of India (Buyback of Securities) Regulations1998.

(vi) We have relied on the representation made by the Company and its Officers forsystems and mechanism formed by the Company for compliances under other applicable ActsLaws and Regulations to the Company.

I have also examined compliance with the applicable clauses of the following:

(i) Secretarial Standards issued by The Institute of Company Secretaries of India.

(ii) The Listing Agreements entered into by the Company with Stock Exchange.

During the period under review there certain non-compliances and discrepancies observedwhile conduct of Audit in relation to various applicable Laws Rules and RegulationsGuidelines Standards etc. mentioned above which have been detailed henceforth: a)Managing Director of the Company (Mr. Siddhartha Rampuria) resigned as on 01.10.2015. Suchvacancy have not been filled up within a period of Six months (i.e. by 31.03.2016) fromthe date of such vacancy as required under section 203(4) of the Companies Act 2013. b)The Annual Listing Fees of Bombay Stock Exchange & Calcutta Stock Exchange has notbeen paid for the period 2015-16 as required under Regulation 14 of the SEBI (LODR)Regulations 2015. c) Certificate from Practicing Company Secretary as required underRegulation 40(9) of the SEBI (LODR) Regulations 2015 has not been submitted for theperiod March ‘2016.

d) Shareholding Pattern as required under Regulation 31(1)(b) of the SEBI (LODR)Regulations 2015 has not been submitted for the period March ‘2016.

e) Website is not properly updated as required under Regulation 46 of the SEBI (LODR)Regulations 2015. f) There had been discrepancy inconsistency delay in makingdisclosures to Stock Exchanges such as: a. Resignation of Pooja Goenka & Appointmentof Sanjay Ghosh done on 08.01.2016 but no disclosure made to Exchange in violation torequirement under Regulation 30 of the SEBI (LODR) Regulations 2015;

I further report that

The Board of Directors of the Company is duly constituted with proper balance ofExecutive Directors Non-Executive Directors and Independent Directors. The changes in thecomposition of the Board of Directors that took place during the period under review werecarried out in compliance with the provisions of the Act.

Adequate notice is given to all directors to schedule the Board Meetings agenda anddetailed notes on agenda were sent at least seven days in advance and a system exists forseeking and obtaining further information and clarifications on the agenda items beforethe meeting and for meaningful participation at the meeting.

Majority decision is carried through while the dissenting members’ views arecaptured and recorded as part of the minutes.

I further report that there are adequate systems and processes in thecompany commensurate with the size and operations of the company to monitor and ensurecompliance with applicable laws rules regulations and guidelines.

I further report that during the audit period the company has not undertaken events/ actions having a major bearing on the company’s affairs in pursuance of the abovereferred laws rules regulations guidelines standards etc.

Place :KOLKATA Signature:
Date : 28th May 2016 Rohit Agarwal
Company Secretary in Practice
ACS: 41439
C P No.: 15558

This report is to be read with our letter of even date which is annexed as Annexure-IIand forms an integral part of this report.

ANNEXURE-I

List of documents verified

1. Memorandum & Articles of Association of the Company.

2. Annual Report for the financial year ended 31st March 2016.

3. Minutes of the meetings of the Board of Directors Audit Committee Nomination &

Remuneration Committee Share Transfer Committee and Stakeholders’ Relationship

Committee along with Attendance Register held during the financial year under report.

4. Minutes of General Body Meetings held during the financial year under report.

5. All Statutory Registers.

6. Agenda papers submitted to all the directors / members for the Board Meetings andCommittee Meetings.

7. Declarations received from the Directors of the Company pursuant to the provisionsof Section 299 of the Companies Act 1956 and 184 of the Companies Act 2013.

8. Intimations received from directors under the prohibition of Insider Trading Code.

9. E-Forms filed by the Company from time-to-time under applicable provisions of theCompanies Act 2013 and attachments thereof during the financial year under report.

10. Intimations / documents / reports / returns filed with the Stock Exchanges pursuantto the provisions of Listing Agreement during the financial year under report.

ANNEXURE-II

To

The Members

Assambrook Limited

Our report of even date is to be read along with this letter.

1. Maintenance of secretarial records is the responsibility of the management of theCompany. Our responsibility is to express an opinion on these secretarial records based onour audit.

2. We have followed the audit practices and process as were appropriate to obtainreasonable assurance about the correctness of the contents of the secretarial records. Theverification was done on test basis to ensure that correct facts are reflected insecretarial records. We believe that the process and practices we followed provide areasonable basis for our opinion.

3. We have not verified the correctness and appropriateness of financial records andBooks of Accounts of the Company.

4. Wherever required we have obtained the Management representation about thecompliance of laws rules and regulations and happening of events etc.

5. The compliance of the provisions of Corporate and other applicable laws rulesregulations standards is the responsibility of management. Our examination was limited tothe verification of procedure on test basis.

6. The Secretarial Audit report is neither an assurance as to the future viability ofthe Company nor of the efficacy or effectiveness with which the management has conductedthe affairs of the Company.

Place : KOLKATA Signature:
Date : 28th May 2016 Rohit Agarwal
Company Secretary in Practice
ACS: 41439
C P No.: 15558