TO THE MEMBERS
Your Directors have pleasure in presenting their 86th Annual Report and AuditedAccounts of the Company for the year ended 31st March 2016.
(Amount in Rs.)
| ||31.03.2016 ||31.03.2015 |
|Profit /(Loss) for the year before Depreciation ||(1588954) ||17766314 |
|Deduct : Depreciation / Impairment loss ||687997 ||18826792 |
|Profit /(Loss) before Tax ||(2276951) ||(1060478) |
|Deduct : Provision for Corporate Taxation ||- ||- |
|Net Profit /(Loss) ||(2276951) ||(1060478) |
|Add : Balance of Profit /(Loss) brought forward from previous year ||(14747514) ||(13687036) |
|Balance Carried to Balance Sheet ||(17024465) ||(14747514) |
In view of accumulated losses your Directors regret their inability to propose anydividend for the year ended 31st March 2016.
The Rubberwood Factory has not been in operation for nearly 18 years pursuant to noticereceived from the Deputy Conservator of Forests (Protection) Trivandrum. Based on themanagement estimates impairment loss to the extent of Rs. 12263325 was provided inprevious year on Fixed Assets (excluding land) of Rubberwood Factory considering the netrealizable value.
The Company has not accepted any public deposits and as such no amount on account ofprincipal or interest on public deposits was outstanding as on the date of the BalanceSheet.
LOANS GUARANTEES AND INVESTMENTS
The particulars of loans guarantees and investments have been disclosed in thefinancial statements of the Company.
RELATED PARTY TRANSACTIONS:
All the related party transactions are entered on arms length basis and are incompliance with the applicable provisions of the Act and SEBI (LODR) Regulations 2015.There are no materially significant related party transactions made by the Company withpromoters directors or key managerial personnel etc. during the year which might havepotential conflict with the interest of the Company at large.
A statement of all related party transactions is placed before the Audit Committee forapproval.
The details of the transactions with the related parties are provided in theCompanys Financial Statement.
DIRECTORS AND KEY MANAGERIAL PERSONNEL:
In accordance with the provisions of the Articles of Association of the Company readwith Section 152 of the Companies Act 2013 Shri R.K. Gupta Wholetime Director willretire by rotation at the forthcoming Annual General Meeting and being eligible offershimself for re-appointment.
During the year the Company had two Key Managerial Personnel Shri R. K. GuptaWholetime Director and Shri A. K. Ruia Chief Financial Officer.
During the financial year ended 31st March 2016 four Board Meetings were held on 15thMay 2015 12th August 2015 6th November 2015 & 10th February 2016. Theintervening gap between any two meetings was within the period prescribed by the CompaniesAct 2013.
Independent Directors have submitted their disclosures to the Board that they meet thecriteria as stipulated in Section 149(6) of the Companies Act 2013 and in accordance withSEBI (LODR) Regulations 2015.
As stipulated by the Code of Independent Directors under the Companies Act 2013 aseparate meeting of the Independent Directors of the Company was held on 10th February2016 to review the performance of Non-Independent Directors and the Board as whole. TheIndependent Directors also reviewed the quality content and timeliness of the flow ofinformation between the Management and the Board and its Committees which is necessary toeffectively and reasonably perform and discharge their duties.
COMMITTEES OF THE BOARD
The Audit Committee comprises of two Independent Non-Executive Directors and oneNon-Executive Director namely Shri P.J. Bhide Shri B.L. Surana & Shri C.P. Sharmarespectively.
The Committee met 4 times during the year on 15th May 2015 12th August 2015 6thNovember 2015 & 10th February 2016.
Nomination & Remuneration Committee
The Nomination & Remuneration Committee comprises of two Independent Non-ExecutiveDirectors and one Non-Executive Director namely Shri P.J. Bhide Shri B.L. Surana &Shri C.P. Sharma respectively.
During the year under review the Committee met once on 10th February 2016.
Stakeholders Relationship Committee
The Stakeholders Relationship Committee comprises of two Independent Non-ExecutiveDirectors and one Wholetime Director namely Shri P.J. Bhide Shri B.L. Surana & ShriR.K. Gupta respectively.
During the year under review the Committee met once on 26th November 2015.
NOMINATION AND REMUNERATION POLICY
For maintaining the independence of the Board and separate its functions andmanagement Companys policy is to have an appropriate combination of Executive andIndependent Directors. As on March 31 2016 the Board consists of 5 members of which 4are Non-Executive Directors (NED) and 1 is Wholetime Director. The Board has 3 IndependentNED (inclusive of 1 Woman Director) one Non-Executive Director and 1 Wholetime Director.The need for change in its composition and size are evaluated periodically. Theremuneration paid to the Directors is as per the terms laid out in the Nomination andRemuneration Policy of the Company which is available at the website of the Company.
The Companies Act 2013 states that a formal annual evaluation needs to be made by theBoard of its own performance and that of its Committees and individual Directors. ScheduleIV of the Companies Act 2013 states that the performance evaluation of IndependentDirectors shall be done by the entire Board of Directors excluding the Director beingevaluated. The evaluation of all the Directors and the Board as a whole was conducted andthe Board approved the evaluation results as collated by the nomination and remunerationcommittee.
None of the Independent Directors are due for re-appointment.
In accordance with regulation 15(2) of SEBI (Listing Obligations & DisclosureRequirements) Regulations 2015 the compliance with the provisions of CorporateGovernance are non-mandatory for the Company. The Board remains committed to maintain thehighest standards of Corporate Governance and has implemented several good practices asprevalent in the industry.
DIRECTORS RESPONSIBILITY STATEMENT:
The financial statements are prepared in accordance with the Accounting Standards asprescribed under Section 133 of the Companies Act 2013 read with Rule 7 of the Companies(Accounts) Rules 2014. There are no material departures from prescribed AccountingStandards in the adoption of these standards.
The Board of Directors of the Company confirms that :
i) in the preparation of the annual accounts the applicable Accounting Standards havebeen followed and there has been no material departure;
ii) the selected Accounting Policies were applied consistently and the Directors madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the Company as at March 31 2016 and of the losses of theCompany for the year ended on that date;
iii) proper and sufficient care has been taken 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) the annual accounts have been prepared on a going concern basis;
v) the internal financial controls have been laid down and such internal financialcontrols are adequate and are operating effectively; and
vi) the Company has adequate internal systems to ensure compliance with the provisionsof all applicable laws and that such systems are adequate and operating effectively.
AUDITORS & AUDITORS REPORT:
M/s. Singhi & Co. Chartered Accountants were appointed as Statutory Auditors ofthe Company at the Annual General Meeting held on August 26 2014 to hold office till theconclusion of the Annual General Meeting for the Financial Year 2018 - 19. The appointmentof M/s. Singhi & Co. Chartered Accountants as Statutory Auditors of the Company isplaced for ratification by the shareholders. M/s. Singhi & Co. Chartered Accountantshave confirmed that their appointment shall be within the limits and in accordance withthe provisions of Section 141 of the Companies Act 2013. The Statutory Auditors havesubmitted the Peer Review certificate issued to them by Institute of Chartered Accountantsof India (ICAI).
The Board of Directors of the Company had appointed Mrs. Sweety Kapoor PracticingCompany Secretary to carry out secretarial audit for the financial year 2015 - 16 in termsof the provisions of Section 204 of the Companies Act 2013 and Rules made thereunder. TheSecretarial Audit Report for the Financial Year 2015 - 16 is provided in Annexure - 1forming part of this report. The observation of the Secretarial Auditor in her SecretarialAudit Report is self explanatory.
In accordance with the provisions of Section 134(3)(a) of the Companies Act 2013 anextract of the Annual Return as required under Section 92(3) of the Companies Act 2013and the Rules made thereunder is provided in Annexure - 2 forming part of this report.
WHISTLE BLOWER POLICY / VIGIL MECHANISM:
The Company has adopted a Whistle Blower Policy and has established the necessarymechanism to report concerns about unethical behavior or suspected fraud in violation ofCompanys Code of Conduct or any other point of concern.
INTERNAL FINANICAL CONTROL:
For ensuring methodical and efficient conduct of its business the Board has adoptedpolicies and procedures. Thus it ensures safeguarding of assets and resources of theCompany prevention and detention of frauds and errors accuracy and completeness of theaccounting records and timely preparation of financial disclosures.
The Internal Audit of the Company is conducted by a Practicing Company Secretary. Thefindings of the Internal Audit and the Action Taken Report on the Internal Audit areplaced before the Audit Committee which reviews the audit findings steps taken and theadequacy of Internal Control System.
The Board periodically reviews the risks and suggests steps to be taken to control andmitigate the same through a properly defined frame work.
i) There were no material changes and commitments affecting the financial position ofthe Company occurring between 31st March 2016 and the date of this Report.
ii) There is no change in the business of the Company.
iii) There were no significant and material orders passed by regulator or courts ortribunals impacting the going concern status and Companys operation in future.
PARTICULARS OF EMPLOYEES:
The Company had no employee and as such provision of Section 197(12) of the CompaniesAct 2013 read with rule 5(1) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 and Rule 5(2) are not applicable.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO:
Your Company did not have any manufacturing activity during the current Financial Yearended 31/03/2016 and as such information in accordance with the provisions of Sub-section(3)(m) of Section 134 of the Companies Act 2013 read with Rule 8(3) of the Companies(Accounts) Rules 2014 are not attached.
The Company does not have any Foreign Exchange inflow & outgo during the year.
Your Directors take this opportunity to express their appreciation for assistance andcooperation received from the commercial banks and other authorities.
| ||On behalf of the Board || |
|Place: Kolkata ||(C.P. Sharma) ||(R.K. Gupta) |
|13th May 2016 ||Director ||Wholetime Director |