Lloyd Rock Fibres Ltd.
|BSE: 531527||Sector: Industrials|
|NSE: N.A.||ISIN Code: INE640D01019|
|BSE LIVE 05:30 | 01 Jan||Stock Is Not Traded.|
|NSE 05:30 | 01 Jan||Stock Is Not Traded.|
|BSE: 531527||Sector: Industrials|
|NSE: N.A.||ISIN Code: INE640D01019|
|BSE LIVE 05:30 | 01 Jan||Stock Is Not Traded.|
|NSE 05:30 | 01 Jan||Stock Is Not Traded.|
Lloyd Rockfibres Limited
Your Directors are pleased to present their report on the affairs of the company forthe Financial Year ended March 31 2016.
FINANCIAL SUMMARY OF THE COMPANY
The Total Revenue for the year Increase to Rs. 88.47 Lacs in 2015-16 from Rs.13.98 Lacsin 2014-15.The Loss for the year Increase to Rs. 106.65 Lac in 2015-16 from Rs.27.11 Lacin the previous year.
The Earnings per share (EPS) for the year is Rs. (0.9) as compared to Rs (0.24) pershareof the previous year.
REVIEW OF OPERATIONS/ STATEMENT OF AFFAIRS
As shareholders are aware that the company is non -operational since September 2013there is some revenue from the sale of finished goods lying in the stock. Despite of thebest effort of the management no viable solution comes before the company due to acutefinancial concentration. Your management is trying hard to look for some viable proposalto revive the operations of the company.
MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF THEFINANCIAL YEAR AND DATE OF REPORT
No material changes have occurred from the date of balance sheet till the date of thisreport which has any adverse effect on the working of the Company.
CHANGE IN THE NATURE OF BUSINESS
There is no change in the nature of the Business during the financial year underreview.
DIVIDEND & RESERVES
In view of the losses incurred by the Company the Directors regret their inability torecommend any dividend for the current year under review.
The paid up Equity Share Capital as at March 31 2016 stood at 11.08 crore. During theyear under review the Company has not issued shares with differential voting rights norhas granted any stock options or sweat equity. As on March 31 2016 none of the Directorsof the Company hold instruments convertible into equity shares of the Company.
NUMBER OF MEETINGS OF THE BOARD
The Board met six times during the Financial Year 2015-16 on 30th May 2015 14thAugust 2015 17th September 2015 30th September 2015 10thNovember 201511th February 2016.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
Mr. Vijay Kumar Sharma was appointed as Additional Director w.e.f. 9thFebruary 2015 and his term expired on the date of AGM ie 30thSeptember as perprovisions of Section 161 of the Companies Act 2013. Thereafter he ceased to be aDirector of the Company. The Board appreciates his contribution made during his tenure.
Mr. Arun Krishna Srivastava retired at on 30-09-2015 being the last date by whichAnnual General Meeting should have been held. He was appointed as additional Director on10-11-2015 and his appointment was regularized at last date of Annual General Meeting heldon 19-03-2016.
Mr. Vijay Kumar Sharma was appointed as Additional Director of the company w.e.f.10/11/2015. He was subsequently appointed as independent Director by the members at AGMheld on 19-03-2016
As per the provisions of the Companies Act 2013 Mr. Ravinder Prakash Punj retires atthe ensuing Annual General Meeting and being eligible offers himself for re-appointment.The Board recommends his re-appointment to be made by members in the forthcoming AnnualGeneral Meeting.
KEY MANAGERIAL PERSONNEL
The Board appointed Ms. Anupam Singh as a Company Secretary of the Company with effectfrom 14th August 2015. She resigned from the position of Company Secretaryw.e.f. 17th September 2015.
DECLARATION BY INDEPENDENT DIRECTORS.
The Independent directors have submitted their disclosure to the Board that theyfulfill all the requirements as to qualify for their appointment as an IndependentDirector under the provisions of Section 149 read with Schedule IV of the Companies Act2013. The Board confirms that the independent directors meet the criteria as laid downunder the Companies Act 2013.
The Shares of the Company are listed at Bombay Stock Exchange and the listing fees hasbeen paid for the financial year 2015-16.
MANAGEMENTS DISCUSSION AND ANALYSIS REPORT
Managements Discussion and Analysis Report for the year under review asstipulated under Regulation 34(3) read with Schedule V (B) of the Securities of ExchangeBoard of India (Listing Obligations and Disclosures Requirements) Regulations 2015 ispresented in a separate section forming part of the Annual Report.
DIRECTORS RESPONSIBILITY STATEMENT
Your Directors state that:
a) in the preparation of the annual accounts for the Financial year ended March 312016 the applicable accounting standards read with requirements set out under ScheduleIII to the Act have been followed and there are no material departures from the same;
b) the Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company as at March 31 2016 and of the loss ofthe Company for the Financial year ended on that date;
c) The Directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;
d) The Directors have prepared the annual accounts on a going concernbasis;
e) The Directors have laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and are operatingeffectively; and
f) The Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems are adequate and operating effectively.
FORMAL ANNUAL EVALUATION
As the company is not in operations since September 2013. Hence the details of theframework for performance evaluation of Independent Directors Board Committees and otherindividual and details of familiarization program of Independent Directors with theCompany their roles rights responsibilities in the Company nature of the industry inwhich the Company operates business model of the Company and related matters have notbeen updated on the website of the Company.
The Company is committed to maintain the highest standards of corporate governance andadhere to the corporate governance requirements set out by SEBI. The Company has alsoimplemented several best corporate governance practices as prevalent globally. The reporton Corporate Governance as stipulated under the SEBI (Listing Obligations and DisclosuresRequirements) Regulations 2015 forms an integral part of this Report. The requisitecertificate from the practising company secretary of the Company confirming compliancewith the conditions of corporate governance is attached to the report on CorporateGovernance.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
During the year under review the Company has not entered into any related partytransaction falling under sub-section (1) of Section 188 of the Companies Act 2013.Hence the details of such contracts or arrangements with its related parties are notdisclosed in Form AOC-2 as annexure II as prescribed under the Companies Act 2013and the Rules framed thereunder
However the company is not in the operation since from September 2013 hence thePolicy on dealing with related party transactions and on determining materiality of suchtransactions shall be prepared once the company revives its operation (s).
Pursuant to Section 134(3)(n) of the Companies Act 2013 the Company has developed andimplement the Risk Management Policy for the Company including identification therein ofelements of risk if any which is in the opinion of the Board may threaten the existenceof the Company. These are discussed at the meeting of the Audit Committee and the Board ofDirectors of the Company.
At present the Company has not identified any element of risk which may threaten theexistence of the Company.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
Pursuant to the provisions of Section 135 of the Companies Act 2013 every companyhaving net worth of rupees five hundred crore or more or turnover of rupees one thousandcrore or more or a net profit of rupees five crore or more during any financial year shallconstitute a Corporate Social Responsibility Committee of the Board and shall formulate aCorporate Social Responsibility Policy. Your Company is not falling under the preview ofsaid section during the year.
INTERNAL FINANCIAL CONTROLS
The Board has adopted the policies and procedures for ensuring the orderly andefficient conduct of its business including adherence to the Companys policies thesafeguarding of its assets the prevention and detection of frauds and errors theaccuracy and completeness of the accounting records and the timely preparation ofreliable financial disclosures.
The internal auditor was not appointed in the company for the financial year 2015-16as the company is non-operational since September 2013.
SUBSIDIARY ASSOCIATE AND JOINT VENTURE COMPANIES
Your company does not have any unlisted/listed subsidiary company or Joint Ventures orany Associate Companies. Pursuant to the provisions of the Rule 8 of Companies (Accounts)Rules 2014 Form AOC-1 is attached as Annexure I.
AUDITORS Statutory Auditors
M/s Dubey & Co Chartered Accountants Statutory Auditors of the Company shallhold office till the conclusion of the ensuing Annual General Meeting and are eligible forreappointment. They have confirmed their eligibility to the effect that theirreappointment if made would be within the prescribed limits under the Act and that theyare not disqualified for reappointment. Auditors Report does not contain anyqualification reservation or adverse remark.
Companies (cost records and audit) (Amendment) Rules 2015 are not applicable on theCompany for the financial year 201516 because the Company had not undertaken anymanufacturing activity during the Financial Year 2015-16.
The Board has appointed Mr. R.S Bhatia (CP No. 2514) Practicing Company Secretary toconduct Secretarial Audit for the financial year 201516. The Secretarial AuditReport for the financial year ended March 31 2016 is annexed herewith marked as AnnexureIII to this Report. The Secretarial Audit Report contain following qualificationreservation or adverse remark-:
1. In compliance of Section 203 of the Companies Act 2013 there was no ChiefFinancial Officer and Company Secretary appointed in the Company during the year underreview.
2. Pursuant to Section 149 of the Companies Act 2013 there is no woman Directorappointed on the Board of the Company during the year under review.
3. A part of the shareholders belonging to "Promoter group" are still holdingshares in physical form.
4. In respect of the Board resolutions (BR) dated 30.03.2015 regarding appointment ofMr. Gaurav Punj as Managing Director forms MGT 14 & MR 1 are yet to be filed.
5. In respect of Nomination and Remuneration Policy Risk Management Policy WhistleBlower Policy Familiarisation programme of Independent Director Terms and Conditions ofappointment of Independent Director(s) the website of the Company is not updated.
6. AOC 4 XBRL & Mgt 7 for the financial year 2014-15 are yet to be filed.
7. Mgt 14 for approval of Board Report for financial Year 2014-15 is yet to be filed.
IN RESPONSE TO THE ABOVE IT IS SUBMITTED THAT:
In relation to point number 1& 5 the Company is non-operational hence as suchthere was no requirement of CFO. Due to huge losses the management was unable to appointcompany secretary & Women Director as mentioned in point no1& 2 .in relation topoint number 3 majority of holding of shareholders belonging to "Promotergroup" had been converted from physical to dematerialized form but due to certainreasons some of the shares are still in physical form. due to paucity of staff and fundsnecessary actions could not be taken in time as stated in point number 46 & 7.
DISCLOSURES: Audit Committee
As per the provisions of Section 177 of the Companies Act 2013 your Company hasConstituted an Audit committee. The Audit Committee comprises of majority of theIndependent Directors. All the members of the Committee have experience in financialmatters. The details of the composition of the committee are set out in the followingtable:
All the recommendations made by the Audit Committee were accepted by the Board.
Nomination and Remuneration Committee
As per the provisions of Section 178 of the Companies Act 2013 your Company hasConstituted Nomination and Remuneration committee. The Companys Nomination andRemuneration Committee comprise of two non-executive Independent Directors & onenon-executive Directors The details of the composition of the Committee are set out in thefollowing table:
The function of the Nomination and Remuneration Committee includes recommendation ofappointment of Whole-time Director(s)/ Managing Director/Joint Managing Director andrecommendation to the Board of their remuneration.
Since the company is not in operation from September 2013 hence the aforesaid policyhas notbeen posted on the Website of the Company. Howeverthe same shall be complied oncethe company revives its operations.
Shareholder Relationship Committee:
As per the provisions of Section 178 of the Companies Act 2013 your Company hasConstituted Stakeholder Relationship Committee. The Committee comprise of followingDirectors:
The Stakeholder Relationship Committee inter alia oversees and reviews all mattersconnected with the investor services in connection with applications received and sharesallotted in the Initial Public Offer status of refund account conversion of partly paidshares into fully paid shares rematerialization dematerialization of shares and transferof shares of the Company.
The Committee oversees performance of the Registrar and Transfer Agents of the Companyand recommends measures for overall improvement in the quality of investor services.
POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION
The current policy is to have an appropriate mix of executive and independent directorsto maintain independence of the Board and separate its function of governance andmanagement. As on March 31 2016 the Board consists of six members one of whom isexecutive director three are non-executive independent directors and rest two arenon-executive non independent Director.
Presently there is no employee in the company. Hence the Vigil Mechanism which alsoincorporates a whistle blower policy in terms of the Listing Agreement including anEthics & Compliance Task Force comprising senior executives of the Company is not yetposted by the Company on its website However the Company shall comply the same on revivalof its operations.
PARTICULARS OF LOANS GIVEN INVESTMENTS MADE GUARANTEES GIVEN AND SECURITIES PROVIDED
The Company has not given any loan made investment and provided security in terms ofsection 186 of the Companies Act 2013.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGOCONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION
(A) Conservation of energy:
(i) Steps taken or impart on conservation of energy: -No such steps wererequired
(ii) Steps taken by the company for utilizing alternate sources of energy: -Nosuch steps were required
(iii) Capital Investment on energy conservation equipments:-No such steps wererequired
(B) Technology absorption
(I) Efforts made towards technology absorption:- No such steps were required
(II) Benefit derived:- NA
(III) In case of imported technology- N.A.
a) The detail of technology imported
b) The year of import
c) Whether the technology been fully absorbed
d) If not fully absorbed areas where absorption has not been taken place and thereasons thereof
(IV) Expenses incurred on R & D: NIL
FOREIGN EXCHANGE EARNINGS AND OUTGO
(Amount in Rs.)
Your Company has neither accepted nor any fixed deposits outstanding as on the BalanceSheet date.
EXTRACT OF ANNUAL RETURN
Extract of Annual Return in Form No. MGT 9 as required under Section 92 of theCompanies Act 2013 is included in this Report as Annexure IV and forms an integral partof this Report.
PARTICULARS OF EMPLOYEES
The statement containing particulars of employees as required under section 197(12) ofthe Companies At 2013 read with rule 5 of the Companies (Appointment of ManagerialPersonnel) Rules 2014 and forms part of this Report. In terms of Section 136(1) of theCompanies Act 2013 the Report and the Accounts are being sent to the Members excludingthe aforesaid Annexure. Any Member interested in obtaining a copy of the Annexure maywrite to the Company Secretary at the Registered Office of the Company.
a. The ratio of the remuneration of each director to the median remuneration of theemployees of the Company for the financial year:
NO REMUNERATION WAS PAID TO ANY DIRECTOR DURING THE FINANCIAL YEAR 2015-2016
b. The percentage increase in remuneration of each director Chief FinancialOfficer Chief Executive Officer Company Secretary or Manager if any in the financialyear; (as at 31st March 2016)
c. The percentage increase in the median remuneration of employees in the financialyear: Not applicable as no remuneration paid to any of its employee during the yearunder review.
d. The number of permanent employees on the rolls of company: ZERO
e. Average percentile increase already made in the salaries of employees other thanthe managerial personnel in the last financial year and its comparison with the percentileincrease in the managerial remuneration and justification thereof and point out if thereare any exceptional circumstances for increase in the managerial remuneration : Notapplicable as no remuneration paid by company to any of its employee during thefinancialyear 2015 -16.
f. Affirmation that the remuneration is as per the remuneration policy of thecompany : Not applicable as no remuneration paid by company to any of itsdirector/KMP/employee during the financial year 2015 -16.
g. Information required with respect to Section 197(12) of the Companies Act 2013Read With Rule 5(2) Of The Companies (Appointment And Remuneration Of ManagerialPersonnel) Rules 2014 : N.A.
PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE
No complaint was received during the year.
Your Directors state that no disclosure or reporting is required in respect of thefollowing items as there were no transactions on these items during the year under review:
1. Details relating to deposits covered under Chapter V of the Act.
2. Issue of equity shares with differential rights as to dividend voting or otherwise.
3. Issue of shares (including sweat equity shares/ ESOP) to employees of the Companyunder any scheme.
4. Managing Director has not receive any remuneration or commission from any of itssubsidiaries as there is no subsidiary of your Company.
5. No significant or material orders were passed by the Regulators or Courts orTribunals which impact the going concern status and Companys operations in future.
Your Directors would like to express their sincere appreciation for the assistance andcooperation given by all concerned with the affairs of the Company.