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Assambrook Ltd.

BSE: 500025 Sector: Agri and agri inputs
NSE: N.A. ISIN Code: INE353C01011
BSE 05:30 | 01 Jan Assambrook Ltd
NSE 05:30 | 01 Jan Assambrook Ltd

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 2019

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 2019 For the year ended 31 March 2018
Profit/(Loss) before Depreciation & Tax (975) (5537)
Less: Depreciation 0 0
Profit/(Loss) before Tax (975) (5537)
Add Provision for Income Tax earlier Year 0 0
Net Profit/(Loss) after Tax (975) (5537)
Loss brought forward (322591) (317054)
Loss carried forward to Balance Sheet (323566) (322591)
Earnings per share (Basic) (0.06) (0.35)
Earnings per Share (Diluted) (0.06) (0.35)

2. DIVIDEND

In view of the losses the Board is recommending no dividend.

3. SHARE CAPITAL

There has been no change in the Capital structure of the Company since the closure oflast financial year i.e. 2017-18.

4. REVIEW OF BUSINESS OPERATIONS

During the year under review the the Company had no business operations. The Companyis exploring new avenues of the business.

5. BOARD OF DIRECTORS

(a) The Board of Directors of the Company has an optimum combination of Executiveand Non Executive Directors with one woman director. The board comprises of three NonExecutive Independent 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 2018-19 4 (Four) Board Meetings were held on 30 May 2018 31 August2018 14 December 2018 and 25 March 2019. All the Board Meetings were held at Kolkata.

The last Annual General Meetings of the members of the Company was held on 29thSeptember 2018. 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 (29.09.2018) No of other Directorship Held No. of Board Committee of which Member/ Chairman
Shri Mrinal Kanti Guha ** Non Executive Independent Director 2 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 Sarkar Non Executive Independent Director 4 Yes Nil Nil
Shri Sankar Roy ** Non Executive Independent Director 1 No Nil Nil

‘Appointed as a Managing Director in the Board Meeting held on 30thMarch 2018 w.e.f. 1st April 2018.

**Shri M K Guha resigned from the Board w.e.f. 14 December 2018 and Shri Sankar Roy wasappointed as an Additional Director w.e.f. 14 December 2018.

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 1
2. Shri M. K. Guha** Non Executive Independent Director Member 1
3. Shri Sanjoy Ghosh* Managing Director Member 1
4. Shri Sankar Roy** Non Executive Independent Director Member Nil

* Appointed as a Managing Director in the Board Meeting held on 30thMarch 2018 w.e.f. 1st April2018.

** Shri M K Guha resigned from the Committee w.e.f. 14 December 2018 and Shri SankarRoy was appointed as a member of Committee w.e.f. 14 December 2018.

The Audit Committee held 1 (one) meeting during the year ended 31 March 2019 on 31August 2018.

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 section 178(1) ofthe 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 Sanioy Ghosh Managing Director Member
4. Smt Sharmila Sarkar* Non Executive Independent Director Member
5. Shri Sankar Roy* Non Executive Independent Director Member

*Shri M K Guha resigned from the Committee w.e.f. 14 December 2018 and Shri Sankar Roywas appointed as a member of Committee w.e.f. 14 December 2018. Smt Sharmila Sarkar wasappointed as a member of Committee w.e.f.30th May 2018.

The Nomination & Remuneration Committee held one meeting on 30 November 2018during the financial year ended 31 March 2019.

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 is in consonance with requirements of section178 of 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.

Non Executive Directors

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 2019 are as under:

Name of Directors Perquisites and Allowances Commission Sitting fees Total
Shri U.S. Menon Nil Nil 12000 12000
Shri M.K. Guha Nil Nil 8000 8000
Shri Sankar Roy Nil Nil 2000 2000
Smt. Sharmila Sarkar Nil Nil 10000 10000

Executive Directors

The Managing Director's remuneration is required to be paid as per the terms stated inthe agreement and approved by the Board and confirmed by the Shareholders of the Companyand other required statutory procedural approvals.

Name of Directors Salary Perquisites and Allowances Commission Sitting fees Total
Shri Sanioy Ghosh 420000 Nil Nil Nil 420000

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 Sanioy Ghosh Managing Director Member
4. Shri Sankar Roy* Non Executive Independent Director Member

No meeting of the Stakeholder Relationship Committee was held during the financial year2018-19. During the year the company has received one complaint from the shareholders andthe same is resolved within stipulated time.

* Shri M K Guha resigned from the Committee w.e.f. 14 December 2018 and Shri Sankar Roywas appointed as a member of Committee w.e.f. 14 December 2018.

Shri J C Nag Company Secretary of the Company was the Compliance Officer of theCompany who resigned from the service of the Company w.e.f 1 December 2018.

7. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act 2013 with respect to Directors'Responsibility statement it is hereby confirmed:

(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 AND KEY MANAGERIAL PERSONNEL:

Shri Sanjoy Ghosh Director was appointed as a Managing Director of the company for aperiod of 3 years effective from 1st April 2018 in the Board Meeting held on30th March 2018 and subsequent approval of the shareholders obtained in theAnnual General Meeting held on 29 September 2018.

Shri Sankar Roy (DIN 08302106) was appointed as an Additional Director w.e.f.14December 2018 and is proposed to be appointed as an Independent Director of the Companynot liable to retire by rotation for a period of five consecutive years at the ensuingAGM. Appropriate resolution for his appointment is being placed for the approval of themembers of the Company at the ensuing AGM of the Company.

The Board of Directors of the Company recommend his appointment as Independent Directorof the Company.

Pursuant to the provisions of the the Companies Act 2013 the shareholders in the 65thAGM of your Company held on 20th Sept 2014 appointed Shri U S Menon as an IndependentDirector to hold office for a term of five consecutive years on the Board of the Company.Shri U S Menon is eligible for reappointment as an Independent Director for a second termof five consecutive years. Pursuant to the provisions of the Companies Act 2013 based onthe recommendation of the Nomination and Remuneration Committee the Board recommends forthe approval of the members through a Special Resolution in the 70th AGM of your Companythe reappointment of Shri U S Menon holding DIN 05125220 as an Independent Director of theCompany for a second term of five consecutive years w.e.f this AGM.

The provision of sub-section (6) and (7) of section 152 of the Companies Act 2013relating to retirement of Directors by rotation shall not be applicable to the independentdirectors.

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.

Shri M K Guha an Independent Director resigned from the Board w.e.f. 14 December 2018.The Board put on record their gratitude for the valuable advices given by him from time totime during his tenure as Director.

9. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THECOMPANIES ACT 2013

The particulars of investments made under Section 186 have been disclosed in thefinancial statements (Note No. 5).

10. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

During the financial year 2018-19 there is no related party transaction entered by thecompany with Promoters Key Managerial Personnel or other designated persons which mayhave potential conflict with interest of the company at large.

11. REDUCTION IN SHARE CAPITAL

As the Company scouts for new opportunities for growth it is felt that the BalanceSheet needs to be suitably restructured and in view of the negative net worth and largecapital base it has been proposed that the issued subscribed and paid up share capitalof the company be reduced from Rs. 156612420/- (Rupees Fifteen Crores Sixty six Lakhtwelve Thousand four Hundred and twenty) consisting of 15661242 (One Crore Fifty SixLakh Sixty One Thousand Two Hundred Forty two) equity shares of Rs. 10 (Rupees Ten) eachto Rs. 1000000/- (Rupees Ten Lacs) consisting of 10000 (Ten Thousand) equity shares ofRs. 100 (Rupees One Hundred) each by cancelling and extinguishing an amount of Rs.155612420/- (Fifteen Crore Fifty six Lakhs Twelve Thousand Four Hundred Twenty only) asper applicable provisions of the Companies Act 2013.

12. STATUTORY AUDITORS

M/s. D. Mitra & Co. Chartered Accountants (Firm Reg. no. 328904E) were appointedto hold office as Auditors for a period of 5 consecutive years from the conclusion of the68th Annual General Meeting till the conclusion of the 73rd AnnualGeneral Meeting of the company which was subject to ratification by the members at everysubsequent Annual General Meeting. However pursuant to the amendments made to Section 139of the Companies Act 2013 by the Companies (Amendment) Act 2017 the requirement ofseeking ratification of the members for the appointment of the Statutory Auditors has beenwithdrawn for the statute hence the resolution seeking ratification of the members forcontinuation of their appointment at this AGM is not being sought.

13. AUDITORS REPORTS

The Auditors Report is self explanatory and does not contain any qualificationreservation or adverse remarks.

14. SECRETARIAL AUDIT

The provision of section 204 of the Companies Act 2013 and the Companies (Appointmentand Remuneration of Managerial Personnel) Rules 2014 is no more applicable to the companyas the Company is not listed at any Exchange.

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 2018-19. 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 commensurate with the sizeand scale of its operations to ensure proper recording of financial and operationalinformation and compliance of various internal control and other regulatory and statutorycompliances.

20. 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.

21. 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 is not applicable to theCompany as the Company is no more listed at any of the Exchanges.

22. MATERIAL CHANGES AND COMMITMENT AFFECTING THE FINANCIAL POSITION OF THE COMPANY

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.

23. 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.

24. DELISTING OF SHARES

The Shares of the Company were compulsorily delisted by the Bombay Stock Exchangew.e.f. 4th July 2018 and by Calcutta Stock exchange w.e.f 12 July 2019. Assuch the Company's shares are not listed at any exchange.

25. 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
Sanjoy Ghosh
Place: Kolkata Managing Director
Date: 7th August 2019 Sankar Roy
Director

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