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Lloyd Rock Fibres Ltd.

BSE: 531527 Sector: Industrials
NSE: N.A. ISIN Code: INE640D01019
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Lloyd Rock Fibres Ltd. (LLOYDROCKFIBRE) - Director Report

Company director report

To

The Members

Lloyd Rockfibres Limited

Your Directors are pleased to present their report on the affairs of the company forthe Financial Year ended March 31 2017.

FINANCIAL SUMMARY OF THE COMPANY (Audited)

Particulars (Rs.in lakh) (Rs. in lakh)
2016-2017 2015-2016
Revenue From Operations 0 1.10
Other Income 0.01 87.36
Total Revenue 0.01 88.47
Profit before Depreciation & Tax (91.53) (86.99)
Depreciation 10.74 15.11
Profit before Tax (102.27) (102.10)
Tax adjustment for Current year Nil Nil
Tax adjustment for Deferred Tax (1.65) 4.54
Profit after (100.62) (106.65)

KEY HIGHLIGHTS

The Total Revenue for the year Decrease to Rs. 0.01 Lakh in 2016-17 from Rs.88.47 Lakhin 2015-16. The Net Loss for the year Decrease to Rs. 100.62 Lakh in 2016-17 fromRs.106.65 Lakh in the previous year. The Earnings per share (EPS) for the year is Rs.(0.91) as compared to Rs (0.96) per share of 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 affect 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 financial Year under review. Further no amount wastransferred to Reserves during the current financial Year.

SHARE CAPITAL

The Authorized Share Capital of the Company as on March 31 2017 stands at Rs. 112500000/- divided into11250000 equity shares of Rs. 10/- each. Subscribed and Paid upEquity Share Capital as at March 31 2017 stood at Rs. 110897000/- divided into11089700 equity shares of Rs. 10/- each fully paid-up. During the year under reviewthe Company has neither issued shares with differential voting rights nor has granted anystock options or sweat equity. As on March 31 2017 none of the Directors of the Companyhold instruments convertible into equity shares of the Company.

NUMBER OF MEETINGS OF THE BOARD

The Board met seven times during the Financial Year 2016-17 on 30th May 201601stJune 2016 08th August 2016 08th November 201621st November 201613th February 2017and 24th March 2017 respectively.

S. No Date of Board Meeting Name of Directors Present Leave of Absence
1 30th May2016 1.Mr Arun Krishna Srivastava All Directors were present
2.Mr. Ravinder Prakash Punj.
3.Mr.Gaurav Punj
4.Mr.B.D Malliah
5.Mr.Anil Chandra Sharma.
6.Mr.V.K.Sharma
2 01st June2016 1.Mr Arun Krishna Srivastava All Directors were present
2.Mr. Ravinder Prakash Punj.
3.Mr.Gaurav Punj
4.Mr.B.D Malliah
5.Mr.Anil Chandra Sharma.
6.Mr.V.K.Sharma
3 08th August2016 1.Mr Arun Krishna Srivastava All Directors were present
2.Mr. Ravinder Prakash Punj.
3.Mr.Gaurav Punj
4.Mr.B.D Malliah
5.Mr.Anil Chandra Sharma.
6.Mr.V.K.Sharma
4 08th November2016 1.Mr Arun Krishna Srivastava All Directors were present
2.Mr. Ravinder Prakash Punj.
3.Mr.Gaurav Punj
4.Mr.B.D Malliah
5.Mr.Anil Chandra Sharma.
6.Mr.V.K.Sharma
5 21st November2016 1.Mr Arun Krishna Srivastava All Directors were present
2.Mr. Ravinder Prakash Punj.
3.Mr.Gaurav Punj
4.Mr.B.D Malliah
5.Mr.V.K.Sharma
6 13th February2017 1.Mr.Gaurav Punj Mr Arun Krishna Srivastava
2.Mr.B.D Malliah Mr. Ravinder Prakash Punj.
3.Mr.V.K.Sharma
7 24th March2017 1.Mr Arun Krishna Srivastava Mr. Ravinder Prakash Punj.
2.Mr.Gaurav Punj Mr.B.D Malliah.
3.Mr.V.K.Sharma

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Mr. Anil Chandra Sharma resigned from the office w.e.f. 18th November 2016.Thereafter the Board took note of the same in the Board meeting dated 21st November 2016and appreciates his contribution made during his tenure.

As per the provisions of the Companies Act 2013 Mr. Arun Krishna Srivastava retiresat the 28thAnnual General Meeting and being eligible offers himself for hisre-appointment. The Board recommends his re-appointment for approval of the members in theforthcoming Annual General Meeting.

KEY MANAGERIAL PERSONNEL

The Board appointed Ms. Neetu Varshney as a Company Secretary of the Company witheffect from 21st November 2016.

Changes in the Director/KMP after closer of F.Y 2016-17:

1) Mr. Kaver Pal has been appointed as additional Director of the Company w.e.f 22ndMay2017 further his tenure will lapse on the conclusion of the 28th Annual GeneralMeeting where as the Board have received the required requisition to appoint Mr Kaver asthe Director of the Company. The Board recommends his appointment as the Director of theCompany.

2) Mr.Alok Kumar Shukla has been appointed as additional Independent Director of theCompany w.e.f 11th August 2017 for a period of Five Years subject to the approval of Theshareholder at 28th AGM.further Mr alok Kumar shukla will not be liable to be retire byrotation.

DECLARATION BY INDEPENDENT DIRECTOR(S)

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. One meeting of Independent Directors was held during theyear on13th February 2017.

LISTING

The Shares of the Company are listed at Bombay Stock Exchange and the listing fees hasbeen paid for the Financial Year 2016-17.

MANAGEMENT’S DISCUSSION AND ANALYSIS REPORT

Management’s 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 312017 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 2017 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 concern’basis;

e) The Directors have laid down internal financialcontrols 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 the details of the frameworkfor 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 beenupdated on the website of the Company w.e.f 18th July.2017.

CORPORATE GOVERNANCE

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 formsanintegralpartofthisReport.Therequisitecertificatefrom the Practicing Company Secretaryconfirming compliance with the conditions of corporate governance is attached to thereport on Corporate Governance.

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 notmentioned in Form AOC-2 as Annexure II of this report.

The company is not in the operation since September 2013 however the Policy ondealing with related party transactions and on determining materiality of suchtransactions is updated on the website of the company.

RISK MANAGEMENT

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 is not applicableon the company.

INTERNAL FINANCIAL CONTROLS

The Board has adopted the policies and procedures for ensuring the orderly andefficient conduct of its business including adherence to the Company’s 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 2016-17.

SUBSIDIARY ASSOCIATE AND JOINT VENTURE COMPANIES

Your company does not have any unlisted/listed subsidiary company or Joint Venture 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

This is to inform you that in terms of Section 139 of the Companies Act 2013 M/s.Dubey & Co. (FRN: 007515N) will retire as the Statutory Auditor of the Company tillthe conclusion of ensuing Annual General Meeting.

In view of the aforesaid the Board of Directors on the recommendation of the AuditCommittee proposed for the appointment of M/s. Purushothaman Bhutani & Co CharteredAccountants (FRN: 005484N) as the new Statutory Auditors of the Company. Whereas M/s.Purushottam Bhutani subsequently expressed his inability to appoint as Auditor of theCompany. The Board again propose M/s. Yash Bary & Company to be appointed as theStatutory Auditor of the Company for a term of five years subject to the approval of themembers at the 28th Annual General Meeting. The Board have received the required consentletter from M/s. Yash Bary & Company Chartered Accountant and recommend theirappointment as the Statutory Auditor of the Company.

AUDITORS’ REPORT

The Report given by M/s. Deepak Dubey & Co Statutory Auditors on the financialstatement of the Company for the year ended March 2017 is part of the Annual Report. Thereare no qualification reservation or adverse remark or disclaimer in their Report. Duringthe year under review the Auditors had not reported any matter under Section 143 (12) ofthe Act therefore no detail is required to be disclosed under Section 134 (3)(ca) of theAct

Cost Auditors

Companies (cost records and audit) (Amendment) Rules 2015 are not applicable on theCompany for the financial year 2016–17. Because the Company had not undertaken anymanufacturing activity during the Financial Year 2016–17.

Secretarial Auditor

The Board has appointed Mr. Naveen Shree Pandey (CP N 10937) Practicing CompanySecretary to conduct Secretarial

Audit for the financial year 2016 17. The Secretarial Audit Report for the financialyear ended herewith marked as Annexure III to this Report. The Secretarial AuditReport contain following qualification reservation or adverse remark-:

1. In compliance of Section 203 of the Companies Act 2013 there was no ChiefFinancial Officer during the year under review.

2. Pursuant to Section 149 of the Companies Act 2013 there is no woman Directorappointed on the Board of the

3. Company during the year under review.

4. A part of the shareholders belonging to "Promoter group" are still holdingshares in physical form.

IN RESPONSE TO THE ABOVE IT IS SUBMITTED THAT:

In relation to point number 1 the Company is non-operational hence as such there wasno requirement of CFO. Due to huge losses the management was unable to appoint WomenDirector as mentioned in point no 2 .in relation to point number

3 majority of holding of shareholders belonging to "Promoter group" had beenconverted from physical to dematerialized form but due to certain reasons some of theshares are still in physical form.

DISCLOSURES: Audit Committee

As per the provisions of Section 177 of the Companies Act 2013 your Company hasRe-Constituted an Audit committee as on 21.November 2016 The Audit Committee comprises ofmajority of the Independent Directors. All the members of the Committee have experience infinancial matters. The details of the composition of the committee are set out in thefollowing table:

S. No. Name Status Designation
1. Mr. Vijay Kumar Sharma Independent non-executive non-Promoter Director Chairman
2. Mr. RP Punj Non-executive promoter Director Member
3. Mr. B.D. Malliah Independent non-executive non promoter Director Member

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 hasRe-Constituted Nomination and Remuneration committee as on 21.11.2016. The Company’sNomination and Remuneration Committee comprise of two non-executive Independent Directors& one non-executive Directors The details of the composition of the Committee are setout in the following table:

S. No. Name Status Designation
1. Mr. B.D. Malliah Independent non-executive non promoter Director Chairman
2. Mr. R.P Punj Non-executive promoter Director Member
3. Mr. Vijay Kumar Sharma Independent non-executive non-Promoter Director Member

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.the aforesaid policy has been posted onthe Website of the Company.

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:

S. No. Name Status Designation
1. Mr. R.P Punj Non-executive promoter Director Chairman
2. Gaurav Punj Executive Promoter Director Member
3. Mr.Arun Srivastava Krishna Non-executive non-Promoter Director Member

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 and dematerialization of shares andtransfer of 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 DIRECTOR S’ APPOINTMENT AND REMUNERATION

The aim of the current policy is to have an appropriate mix of executive andindependent directors to maintain independence of the Board and separate its function ofgovernance and management. As on March 31 2017 the Board consists of Five members oneof whom is executive director two are non-executive independent directors and rest twoare non-executive non independent Director

Vigil Mechanism

The Vigil Mechanism which also incorporates a whistle blower policy in terms of theSEBI ( Listing obligation Regulation & Disclosure) Regulation2015 including anEthics & Compliance Task Force comprising senior executives of Company is posted bythe Company on its website w.e.f 18th July2017

PARTICULARS OF LOANS GIVEN INVESTMENTS MADE GUARANTEES GIVEN OR PROVIDED SECURITIES

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 .

(ii) Steps taken by the company for utilizing alternate sources of energy: - Nosuch steps

(iii) Capital Investment on energy conservation equipments:-No such investmentsmade.

(B) Technology absorption

1. Efforts made towards technology absorption:- No such steps .

2. Benefit derived:- NA

3. In case of imported technology- N.A.

The detail of technology imported

The year of import

Whether the technology been fully absorbed

4. If not fully absorbed areas where absorption has not been taken place and thereasons thereof

5. Expenses incurred on R & D: NIL

FOREIGN EXCHANGE EARNINGS AND OUTGO (Amount in Rs.)

PARTICULARS CURRENT YEAR PREVIOUS YEAR
Foreign Exchange Outgo Nil Nil
Foreign Exchange Earning Nil Nil

DEPOSIT

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 anintegral part of this Report.

PARTICULARS OF EMPLOYEES

Particulars of employee

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.

1. The ratio of the remuneration of each director to the median remuneration ofthe employees of the Company for the financial year:

Non Executive directors : Ratio to median remuneration
Mr. R.P.Punj N.A.
Mr. Arun K. Srivastava N.A.
Mr. A. C. Sharma N.A.
Mr. Vijay Kumar Sharma N.A.
Mr. B.D. Malliah N.A.

No remuneration was paid to any director during the Financial Year 2016–17

2. The percentage increase in remuneration of each director Chief Financial OfficerChief Executive Officer Company Secretary or Manager if any in the financial year; (asat 31st March 2017)

Directors Chief Financial Officer Chief Executive Officer Company Secretary Ratio % increase in remuneration in the financial years
Mr. R.P. Punj N.A. -
Mr. Gaurav Punj N.A. -
Mr. Arun K. Srivastava N.A. -
Mr. A. C. Sharma N.A. -
Mr. Vijay Kumar Sharma N.A. -
Mr. B.D. Malliah N.A. -

No Remuneration was paid to any director or KMP during the Financial Year 2016–17.

1. 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 year underreview.

2. The number of permanent employees on the rolls of company: NIL

3. The explanation on the relationship between average increase in remuneration andcompany performance: Not applicable since no manufacturing activity had under taken bythe company as well as no remuneration paid by company to any of its employee during theyear 2016–17

4. Comparison of the remuneration of the Key Managerial Personnel against theperformance of the company :Not applicable since no manufacturing activity had undertaken by the company as well as no remuneration paid by company to any of its KeyManagerial Personnel during the financial year 2016 17

5. Variations in the market capitalization of the company price earnings ratio as atthe closing date of the current financial year and previous financial year: NIL asCompany’s trading was suspended during the year

6. Percentage increase over decrease in the market quotations of the shares of thecompany in comparison to the rate at which the company came out with the last public offer:

7. Comparison cannot be made as the company trading is suspending during the F.Y.2016–17on BSE.

8. Average percentile increase already made in the salaries of employees other than themanagerial 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 :

9. Not applicable as no remuneration paid by company to any of its employee duringthe financial year 2016 17

10. Comparison of the each remuneration of the Key Managerial Personnel against theperformance of the company: Not applicable as no remuneration paid by company to any ofits Key Managerial Personnel during the financial year 2016–17

11. The key parameters for any variable component of remuneration availed by thedirectors: Not applicable as no remuneration paid by company to any of its directorduring the financial year 2016 17.

12. The ratio of the remuneration of the highest paid director to that of the employeeswho are not directors but receive remuneration in excess of the highest paid directorduring the year: Not applicable as no remuneration paid by company to any of its employeeor director during the financial year 2016 17.

13. Affirmation that the remuneration is as per the remuneration policy of the company:

14. Not applicable as no remuneration paid by company to any of itsdirector/KMP/employee during the financial year 2016–17..

DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION& REDRESSAL) ACT 2013

The Company has zero tolerance towards sexual harassment at the workplace and hasformulated a Sexual Harassment Policy for providing a workplace that is free from allforms of discrimination including sexual harassment in line with the provisions of theSexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013and the Rules there under.

During the financial year 2016-17 the Company has not received any complaint inaccordance with applicable laws and the policy of the Company.

FRAUD REPORTING

There have been no instances of fraud reported by the Statutory Auditors under Section143(12) of the Act and Rules framed there under either to the Company or to the CentralGovernment.

DETAILS OF SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNAL IMPACTING THE GOING CONCERN STATUS AND THE COMPANY’S OPERATION IN FUTURE

There have been no significant and material orders passed by the regulators orcourts or tribunals concern status and Company’s operations except the following: 1)Order passed by RD dated 26th June2017 for Condonation of Delay i.e. Delay in filing FormMGT 14 in respect of Board Report approval dated 14.08.2015 & Appointment of ManagingDirector and secretarial Auditor dated 30.03.2015.

GENERAL

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 received any remuneration or commission from any of itssubsidiaries as there is no subsidiary of your Company.

ACKNOWLEDGEMENT

Your Directors would like to express their sincere appreciation for the assistance andco–operation given by all concerned with the affairs of the Company.

By Order of the Board of Directors
For Lloyd Rockfibres Limited
Sd/-
Place: New Delhi (Ravinder Prakash Punj)
Date: 23.08.2017 Chairman
DIN: 00686475
Address: 10 Prithviraj Road New Delhi 110011