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Royal Cushion Vinyl Products Ltd.

BSE: 526193 Sector: Industrials
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OPEN 4.19
CLOSE 4.41
52-Week high 9.32
52-Week low 4.00
Mkt Cap.(Rs cr) 5
Buy Price 4.19
Buy Qty 512.00
Sell Price 0.00
Sell Qty 0.00

Royal Cushion Vinyl Products Ltd. (ROYALCUSHN) - Director Report

Company director report


The Members of

Royal Cushion Vinyl Products Limited

Your Directors have pleasure in presenting the 31s'Annual Report together with AuditedAccounts of the Company for the year ended 31st March 2015.

1) Financial Results

(Rs. In Lakhs)
Particulars Current year ended 31.03.2015 Previous year ended31.03.2014
Revenuefrom operations (Net) 7468.94 6172.23
Other Income 95.96 8.17
Total Income 7564.90 6180.40
Total Expenditure 8525.37 7496.81
Profit / (loss) before interest and depreciation (960.47) (1316.41)
Add: Finance Cost 252.87 1125.12
Depreciation 206.43 770.42
Prior year's expenses 119.37 2.81
Profit/(Loss) before Exceptional item (1539.14) (3214.76)
Exceptional item Nil Nil
Profit/(Loss) for the year (1539.14) (3214.76)

2) Performance of operations and the state of company's affairs.

The Company has achieved turnover of Rs.7468.94 Lakhs as against Rs.6172.23Lakhs in theprevious year. The registration increase of 21% due to higher value of products. TheCompany incurred a Net Loss of Rs.1539.14 Lakhs ascompared to previous year's Net Loss ofRs.3214.76 Lakhs.

3) Dividend

In view of losses the Board of Directors is unable to declare any dividend for theyear 2014-2015.

4) Status With BIFR

"As reported in the earlier Annual Reports the Company has been registered withBIFR since September 2002. The last hearing was held on February 192015at BIFR and onMay 62015 at AAIFR. The AAIFR in its last hearing directed BIFR to take necessary stepsto circulate Draft Rehabilitation Scheme (DRS). The BIFR has circulated DRS vide its orderJune 112015.The next hearing was scheduled on August 192015.

5) Management Discussion and Analysis Report

Management's Discussion and Analysis Report for the year under review as stipulatedunder Clause 49 of the Listing Agreement with the Stock Exchanges in India is presentedin a separate section forming part of the Annual Report.

6) Fixed Deposits

During the year under review your Company has not accepted any deposits within themeaning of provisions of chapter V - Acceptance of Deposits by Companies of the CompaniesAct2013read with the Companies (Acceptance of Deposits) Rules 2014 as amended from timeto time.

7) Particulars of Loans Guarantees and Investments under section 186

Details of Loans Guarantees and Investments are given in the Notes to FinancialStatements.

8) Related Party Transactions

The Company has formulate policy on dealing with Related Party Transactions acopy of which is available on the website of the Company:

All the related party transactions that were entered into during the Financial Year inthe ordinary course of business and on arm's length basis.

9) Particulars of Employees

Disclosures pertaining to remuneration and other details as required under Section197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014are provided in the Annual Report as Annexure"A".

n I terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3)of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 astatement showing the names and other particulars of the employees drawing remuneration inexcess of the limits set out in the said rules are required to be provided in the AnnualReport. However there were no employees who were in receipt of remuneration for whichdetails need to be disclosed.

10) Directors

Mr. Mukesh A. Motasha (DIN No. - 00059929) and Mr. Arvind V. Motasha (DIN No. -00228368) Directors of the Company retire by rotation at the ensuing Annual GeneralMeeting and being eligible offer themselves for reappointment. Your Directors recommendtheir reappointment. (Details are furnished under Notice).The Company hasnot appointedWomen Director in the financial year 2014-15. Further Ms. Kavita Bachwani was appointed on30.06.2015 as Women Director.

As the Company is under BIFR (Sick Company) the management was unable to attract andinduct any Independent Director. Hence no statement on declaration of independence wasreceived by the Company.

11) Key Managerial Personnel

In the financial year 2014-15 Mr. H.K. Bijlani Company Secretary was regined w.e.f.14thAugust 2014. The Comapny has published advertisement for appointing Company Secretaryto comply with the provision of section 203of the Companies Act 2013 however theCompany unable to get the right candidate for the post of Company Secretary.

12) Directors' Responsibility Statement

Pursuant to the requirement under Section 134 (5) of the Companies Act2013 withrespect to Directors' Responsibility Statement it is hereby confirmed:

a) that in the preparation of the Annual Accounts for the financial year ended 31stMarch 2015 the applicable accounting standards/practices had been followed along withproper explanation relating to material departures;

b) that the Directors had selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company at the end of thefinancial year and of the profit or loss of the Company for that period;

c) that the Directors had taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of this Act for safeguardingthe assets of the Company and for preventingand detecting fraud and other irregularities;

d) The annual financial statements have been prepared on a going concern basis.

e) that the Directors had laid down internal financial controls to be followed bythe company and that such internal financial controls are adequate and were operatingeffectively;

f ) that the Directors had devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.

13) Particulars Regarding Conservation Of Energy Technology Absorption And ForeignExchange Earnings And Expenditure

The particulars of energy conservation technology absorption and foreign exchangeearnings and outgo as applicable to the Company are as per Annexure"B" attachedto the report.

14) Material changes and commitments affecting the financial position of the Companywhich have occurred between March 312015 and August 142015 (date of the Report)

There were no material changes and commitments affecting the financial position of theCompany between the end of financial year (March 312015) and the date of the Report(August 142015).

15) Details of significant and material orders passed by the regulators or courts ortribunals impacting the going concern status and Company's operations in future.

The Company is registered under BIFR and apart from that there are no other materialorders passed by the regulators or courts or tribunals impacting the going concern statusand Company's operations in future.

16) Details of Subsidiaries/Joint venture/Associate Company;

The Company has no subsidiaries/Joint venture/Associate Company incorporated or ceasedin the year 2014-15.

17) Internal financial control

The Company has in place adequate internal financial controls with reference tofinancial statements. During the year such controls were tested and no reportablematerial weakness in the design or operation were observed.

18) Auditors' Remarks & Appointment

As regards the remarks & Qualifications in the Auditor's Report please refer tothe Notes forming Part of the Accounts which are self-explanatory.

At the Annual General Meeting held on 30th September 2014 M/s. Chandrakant &Sevantilal & J.K. Shah & Co. Chartered Accountants Vadodara (Firm Registrationno. 101676W) were appointed as Statutory Auditors of the Company to hold office till theconclusion of the Annual General Meetings to be held in year 2017. In terms of the firstproviso to Section 139 of the Companies Act 2013the appointment of Auditors shall beplaced for ratification at every Annual General Meeting.

Accordingly the appointment of M/s. Chandrakant & Sevantilal & J. K.Shah &Co. Chartered Accountants as Statutory Auditors of the Company is placed forratification by the shareholders. In this regards the Company has received a letter fromthem to the effect that their re-appointment if made would be within the prescribedlimits under Section 139 of Companies Act2013 and that they are not disqualified for suchre-appointment within the meaningof Section 141 of Companies Act 2013.

19) Cost Auditors

The Central Government had approved appointment of M/s. Kallol Banbyopadhyay & Co.Cost Accountants as Cost Auditor to conduct Cost Audit relating to the productsmanufactured by your Company for the financial year 2014-2015 the E-Form was filed withRegistrar of Companies. Further the Company hasalso appointed him to conduct the CostAudit for the financial year 2015-2016 as per Section 148 of Companies Act 2013.

20) Secretarial Auditor and Auditor Remarks

The Company has appointed Mr. Gaurang Shah of M/s. GMS and Co. Practising CompanySecretaries (Membership no. 32581 Certificate of Practice No.11953) to conductSecretarial Audit of the Company for the financial year 2014-2015 pursuant to Section 204of Companies Act 2013 and the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014.

The Secretarial Auditors has following remarks:-

It is observed that as per Section 203 of Companies Act 2013 read with Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 necessitated thatevery listed company should have a mandatohly Company Secretary in whole time employmentbut company has not complied till date and Company is in process of appointing a CompanySecretary.

As Company has given advertisement in the newspapers for the post of Company Secretarybut could not able to find a suitable candidate for the post of Company Secretary.

It is observed that as per section 149 (5) of the Companies Act2013 & as perclause 49 of listing agreement necessitated that every listed company has to mandatorilyhave appoint on board independent director but company has not complied till date.

As the Company is under BIFR (Sick Company) the management was unable to attract andthe induct Professional and Independent Directors to meet the requirements of Clause 49 ofthe Listing agreement. This fact has been reported to the Bombay Stock Exchange from timeto time.

It is observed that as per section 149 (1) of the Companies Act 2013& as perclause 49 of listing agreement necessitated that every listed company shall appoint atleast one woman director within 1 year from the commencement of companiesAct2013 andcompany is in process of appointing a women director.

In the financial year 2014-2015 Company was not having Women Director but the same hascomplied in the financial year 2015-16.

It is observed that as per the management representation letter given by the companythat they have already submitted delisting application to Ahmed a bad stock exchange andVadodara stock exchange in the year 2006 & the same matter is pending with both theexchanges.

The Secretarial Audit Report for the financial year 2014-2015 is annexed herewith asAnnexure "D" which forms part of the Board's report.

21) Listing with Stock Exchange

The Company confirms that it has paid the Annual Listing Fees for the year 2015-2016 toBSE Limited (BSE) where the Company's Shares are listed.

22) Share Capital

During the financial year there was no change in the Share Capital of the Company.

23) Extract of the annualreturn

Pursuant to Section 134(3)(a) of the Companies Act 2013 an extract of the AnnualReturn in Form No. MGT-9 is annexed herewith as Annexure "C".

24) Remuneration Policy

The Board of Directors has on recommendations of the Nomination & RemunerationCommittee outlined policy for selection & appointment of Directors Key ManagerialPersonnel & Senior Management and also to decide their remuneration along with theperks. The Nomination & Remuneration Committee revises the remuneration from time totime depending upon the performance of the Company and the Individual Director's/KeyManagerial Personnel and other Senior Management Personnel. The detailed policy isavailable on the website of the Company

25) Board of Directors Meeting

During the year ended 31st March 2015 the Company had Five (05) Board Meetings andthe gap between the two meetings of the Board not more than 120 days as per Companies Act2013. The meetings were held on 30th May 201410th June 2014 llth August 201412thNovember 2014and 10th February 2015. The details of the Board Meetings are provided inthe Corporate Governance Report.

26) Committees of Board

Following are the various Committees formed by Board:

• Audit Committee

• Nomination & Remuneration Committee

• Stakeholders Relationship Committee

The details of the composition of committees its roles and responsibility along withnumber of meetings held are given in the Report of Corporate Governance.

27) Vigil Mechanism

The Company has established a vigil mechanism for its Directors and Employees to reportgenuine concerns relating any violations legal or regulatory requirements or misconduct inthe Company through its Whistle Blower Policy. And also to report concerns of unethicalbehavior actual or suspected fraud or violation of the Company's code of conduct andethics policy incorrect or misrepresentation of any financial statements and reportsthereon.

The protected disclosures will be dealt by the Chairman of the Audit Committee and theChairman should address the same carry out the investigation and take needful action.

The policy on Whistle Blower as approved by the Board of Directors is uploaded oncompany's website i.e.

28) Risk Management Policy

The Company has laid down procedures to inform the members of the Board about the riskassessment and minimization procedures and the same is reviewed by the Board periodically.

29) Prevention of Sexual Harassment at Workplace

The Company has adopted Policy on Prevention Prohibition and Redressal of SexualHarassment at the workplace to provide protection to employees at the workplace. TheCompany has constituted Internal Complaints Committee as per the requirement of The SexualHarassment of Women at Workplace (Prevention Prohibition & Redressal) Act 2013 toconsider and redress complaints of sexual harassment. The Committee has not received anycomplaints of sexual harassment during the year.

30) Corporate Governance Certificate

Your Company is committed to maintain the highest standards of Corporate Governance.Your Directors' adhere to the requirements set out by the Securities and Exchange Board ofIndia Corporate Governance practice and have implemented all the prescribed stipulations.

Report on Corporate Governance as stipulated under Clause 49 of the Listing Agreementswith the Stock Exchanges in India forms part of the Annual Report. Certificate fro m theAuditor of the Company M/s.Chandrakant & Sevantilal & J.K.Shah & Co..Chartered Accountants confirming compliance of conditions of Corporate Governanceasstipulated under the aforesaid Clause 49 is annexed to this Report.

31) Performance Evaluation of Board and Independent Directors

Pursuant to the provisions of the Companies Act 2013 and Clause 49 of the ListingAgreement the Board has carried out the annual performance evaluation. The Board hasevaluated performance of all the Directors and expressed its satisfaction. Evaluationprocedure covered Board's functioning such as adequacy of the size and composition of theBoard and its Committees to ensure diversity and adequate skills in the best interest ofthe Company as a whole.

As the Company is under BIFR (Sick Company) the management was unable to attract andthe induct Professional and Independent Directors to meet the requirements of Clause 49 ofthe Listing agreement. So there is only evaluation of Board and not Independent Directors.

32) Familiarisation Programme for Directors

A well informed familiarised Board member can contribute significantly to effectivelydischarge its role of trusteeship in a manner that fulfils stakeholders' aspirations andsocietal expectations. In pursuit of this the Directors are updated on acontinuing basison changes / developments in the domestic / global corporate and industry scenarioincluding those pertaining to statutes / legislations and economic environment to enablethem to take well informed and timely decisions.

33) Acknowledgement

The Directors wish to place on record their appreciation for the co-operation andsupport received from Financial Institutions Banks BIFR Customers and other Governmentagencies. Your Directors place on record their appreciation for the services rendered byEmployees during the critical period of the Company.

On Behalf of the Board of Directors

For Royal Cushion Vinyl Products Limited

Sd/- Sd/-
Place: Mumbai Mahesh K.Shah Jayesh A. Motasha
Date: 14thAugust 2015 Managing Director Director & CFO
(DIN 00054351) (DIN 00054236)