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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 2017.

1. FINANCIAL RESULTS & APPROPRIATIONS

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

(Amount in ‘000')

For the year ended 31 March 2017 For the year ended 31 March 2016
Profit/(Loss) before Interest& Depreciation & Tax (9104) (3105)
Add: Interest - 68
Profit/(Loss) before Depreciation & Tax (9104) (3173)
Add Depreciation 9 226
Profit/(Loss) before Tax (9113) (3399)
Add Provision for Income Tax earlier Year 0 886
Net Profit/(Loss) after Tax (9113) (4265)
Loss brought forward (307941) (303676)
Loss carried forward to Balance Sheet (317054) (307941)
Earnings per share (Basic) (0.77) (0.56)
Earnings per Share (Diluted) (0.77) (0.56)

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 on automatic conversion/redemption of 6% Non cumulative Redeemable PreferenceShares allotted to Allahabad Bank as per original terms of issue of such PreferenceShares.

4. REVIEW OF BUSINESS OPERATIONS

During the year under review the the Company had no business operations as the TeaEstates owned by the company were transferred in the financial year 2014-15 in pursuanceof the Agreement for Sale for such estates entered into earlier .

5. BOARD OF DIRECTORS

(a) The board comprises of four Directors and all of them are Non ExecutiveIndependent Directors including one Woman Director.

(b) Details of attendance of directors at board meeting and at the last AnnualGeneral Meeting with particulars of their other directorship and chairman/membership ofBoard Committees:

During the year 2016-17 4 (Four) Board Meetings were held on 30 May 2016 12 August2016 14 November 2016 and 13 February 2017. All the Board Meetings were held at Kolkata.

The last Annual General Meetings of the members of the Company was held on 29thSeptember 2016. The attendance and number of other Directorship/Committee Membership ofeach Director (excluding Assambrook Limited Private Limited Companies and ForeignCompanies) is given below:

Name of Directors Category of Directorship(S) Attendance at Board Meeting Attendance at AGM (30.12.2015) No of other Directorship Held No. of Board Committee of which Member/Chairman
Shri Mrinal Kanti Guha Non Executive Independent Director 4 Yes Nil Nil
Shri U. S. Menon Non Executive Independent Director 4 Yes Nil Nil
Shri Sanjoy Ghosh Non Executive Independent Director 4 Yes Nil Nil
Smt. Sharmila Srakar* Non Executive Independent Director 3 Yes Nil Nil

* Appointed as Additional Director w.e.f. 30th May 2016.

6. Committees of the Board

The details of composition and meetings of the committees of the board of Directorsheld during the year are as under:-

a. Audit Committee

Composition of the Audit Committee is in accordance with the requirements of section177 of the Companies Act 2013. The role and terms of reference of Audit Committee coversthe area mention under section 177 of the Companies Act 2013. The attendance of each ofthe members in the meetings of the Committee is as under:-

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

• The Audit Committee held 4 (Four) meetings during the year ended 31 March 2017on 30 May 2016 12 August 2016 14 November 2016 and 13 February 2017.

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 role and terms of referenceof Nomination & Remuneration Committee covers the area mention under section178(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. Shri Sanjoy Ghosh Non Executive Independent Director Member

• The Nomination & Remuneration Committee held one meeting on 30 May 2016during the financial year ended 31 March 2017.

Company policies on Appointment & Remuneration

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

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 Meeting 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 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 2017 are as under:

Name of Directors Salary Perquisites and Allowances Commission Sitting fees Total
Shri U.S. Menon 18000
Shri M.K. Guha 18000
Shri Sanjoy Ghosh 18000
Smt. Sharmila Sarkar Nil Nil 6000

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. Shri Sanjoy Ghosh Non Executive Independent Director Member

No meeting of the Stakeholder Relationship Committee was held during the financial year2016-17. During the year the company has received no complaints from the shareholders.

Shri J C Nag Company Secretary of the Company is the Compliance Officer of theCompany.

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

Since the last report there has been no change in the Board of Directors. The provisionof sub-section (6) and (7) of section 152 of the Companies Act 2013 relating to retirementof Directors by rotation shall not be applicable to the 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.

9. 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. 7).

10. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

During the financial year 2016-17 there is no related party transactions entered bythe company with Promoters Key Managerial Personnel or other designated persons which mayhave potential conflict with interest of the company at large.

11. STATUTORY AUDITORS

As per the provisions of the Companies Act 2013 the period of office of M/s. Tiwari& Co. Chartered Accountants of the Company expires at the conclusion of the ensuingAnnual General Meeting.

It is proposed to appoint M/s. D. Mitra & Co. Chartered Accountants for terms of5 (five) consecutive years. M/s. D. Mitra & Co. Chartered Accountants have confirmedtheir eligibility and qualification required under the Companies Act 2013 for holding theoffice as Statutory Auditors of the Company.

12. AUDITORS REPORTS

The Auditors Report is self explanatory and does not contain any qualificationreservation or adverse remarks and have been annexed to the report.

13. 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 K C Khowla Practicing Company Secretary to undertake the Secretarial Auditof the Company. The Secretarial Audit Report is annexed herewith as annexure II.

14. SECRETARIAL AUDITORS REPORT

The Secretarial Auditors' report does not contain any qualifications reservations oradverse remarks and have been annexed to the report except non compliance in some cases.

The Chief Financial Officer of the Company had resigned w.e.f.1st April2016. The Company has taken all reasonable steps for appointing of a Chief FinancialOfficer but have been unsuccessful so far.

15. 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

16. RISK MANAGEMENT

The Company has no business operation during the financial year 2017-18. However theBoard is responsible for reviewing the risk management plan and ensuring itseffectiveness. The Audit Committee has additional oversight in the area of financial risksand control.

17. DEPOSITS

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

18. 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.

19. 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.

20. 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. No Directors get any remuneration from the company except the Board sittingfees which is Rs. 2000/- per meeting.

b. The percentage increase in the median remuneration of employees in the financialyear was nil as the company had no operations during the year.

c. The number of permanent employees on the rolls of the company was 4 employees.

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

Due to no business activity in the Company there was no increase in the salary of theKey Managerial Personnel and employees.

e. The company's shares are suspended from trading in Bombay Stock Exchange. Assuch the variation in the market capitalisation of the company price earning ratio as atthe 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 thecompany.

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

21. 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.

22. 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.

23. 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.

24. 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: 29 May 2017 Directors