The Members of
The Baroda Rayon Corporation Limited
Your Directors are pleased to present the 61st Annual Report and the AuditedStatement of Accounts for the year ended 31st March 2021. The Financialresults are shown as below.
| || ||(Rs. In Lakhs) |
|Particulars ||31.03.2021 ||31.03.2020 |
|Income from Sales ||NIL ||NIL |
|Other Income ||288.95 ||10.56 |
|Total Income ||288.95 ||10.56 |
|Less: Expenditure ||12216.75 ||224.78 |
|Profit/(Loss) before interest depreciation and tax ||(11927.8) ||(214.22) |
|Less : Depreciation ||NIL ||NIL |
|Interest ||56.24 ||38.70 |
|Earlier year tax ||NIL ||NIL |
|Profit/(Loss) before exceptional/extraordinary item ||(11984.04) ||(252.92) |
|Exceptional/Extraordinary Item ||(381.81) ||2057.65 |
|Profit/(Loss) after Taxes ||(12365.85) ||1804.73 |
|Other comprehensive income ||NIL ||NIL |
|Total comprehensive income ||(12365.85) ||1804.73 |
Overview of Company's Financial Performance
Your company's other income of Rs.288.95 lakhs consist of Profit on sale of assets& Income Tax Refund. Net loss for the year is Rs.12365.85 lakhs as against profit ofRs.1804.73 lakhs in the previous year. Total expenditure of your company has increased toRs.12216.75 lakhs as against Rs.224.78 lakhs in previous year on account of payment ofworkmen's dues.
Impact of COVID-19 pandemic
The entire operational activities of the company are standstill since August 2008 dueto labour & other regulatory issues. Till date there are no plants or units inoperation.
As a result there is no question of turnover or profitability or impact of COVID-19 onoperation of units of the company. The Company has not yet quantified any separate impactof COVID-19 at this stage.
The Board of Directors of your company have not proposed any dividend to be paid forthe F.Y. 2020-21.
T ransfer to Reserves
The Board of Directors of your company has decided not to transfer any amount to theReserves for the year under review.
As at March 31 2021 and as at the date of this report the authorized share capitalof the company is Rs.1500000000 (Rupees One Hundred and Fifty Crores only) divided into130000000 eq. shares of Rs.10/- each and 20000000 preference shares of '10/- each.The paid up capital of the company is Rs.229113590/- (Rupees Twenty Two Crores NinetyOne lakhs Thirteen Thousand Five Hundred and Ninety Only) divided into 22911359 eq.shares of Rs.10/- each.
During the year under review the Company has not issued shares with differentialvoting rights nor granted stock options nor sweat equity.
Change in nature of business
During the year under review there is no change in the nature of business of thecompany.
Review of Operation
During the year under review no production/manufacturing activities were carried on bythe company. Hence No information is provided regarding the performance of the company.Your company is seeking new avenues in order to restart the operations of your company.
Material changes and commitment affecting the financial position of the companyoccurred between the end of the financial year to which this financial statements relateand the date of the report
During the year the company has availed Industrial term loan facilities from TheMehsana Urban Co-operative Bank Ltd. Sutex Co-operative Bank Ltd. and The Surat NationalCo-operative Bank Ltd. amounting to Rs.64 crores (Rupees Sixty Four Crores Only).
Directors' Responsibility Statement
In accordance with the provisions of Section 134(5) of the Companies Act 2013 theBoard hereby submit its responsibility Statement:-
a) in the preparation of the annual accounts for the year ended March 31 2021 theapplicable accounting standards read with requirements set out under Schedule III to theAct 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 2021 and of the loss ofthe Company for the 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 financial controls to be followed by theCompany and that such internal financial controls are adequate and are operatingeffectively except the one stated in audit report; 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.
SUBSIDIARIES. JOINT VENTURES AND ASSOCIATE COMPANIES
Your Company does not have any Subsidiaries Joint Ventures and Associate Companies.
During the financial year 2020-21 your Company has not accepted any fixed depositswithin the meaning of section 73 and 74 of the Companies Act 2013 read together with theCompanies (Acceptance of Deposits) Rules 2014.
However deposits of Rs.1.95 lakhs were outstanding as at 31st March 2021as the matter is under litigation.
Directors and key managerial personnel
In accordance with the provisions of the Act and the Articles of Association of theCompany Mr. Damodarbhai Patel (DIN- 00056513) retires by rotation at the forthcomingAnnual General Meeting and being eligible offers himself for re-appointment.
The Board recommends his re-appointment for the consideration of the Members of theCompany at the ensuing Annual General Meeting. Brief profile of Mr. Damodarbhai Patel hasbeen given in the Notice convening the Annual General Meeting.
Mr. Viral Bhavani (DIN-02597320) was appointed as Additional Non-Executive Director ofthe company w.e.f. 10th November 2020. The Company has received a notice froma Member under Section 160 of the Companies Act 2013 signifying his intention to proposethe candidature of Mr. Viral Bhavani for the office of Director. The Nomination &Remuneration Committee and the Board of Directors recommends his appointment. Briefprofile of Mr. Viral Bhavani has been given in the Notice convening the Annual GeneralMeeting.
Mrs. Vidhya Bhavani (DIN-07159576) liable to retire by rotation was reappointed asdirector in the 60th AGM held on 29/09/2020.
The Key Managerial Personnel (KMP) of the Company as per Section 2(51) and Section 203of the Companies Act 2013 are as follows:
|(i) Mr. Damodarbhai Patel ||- Chairman & Managing Director |
|(ii) Mr. Kunjal Desai ||- Company Secretary |
|(iii) Mr. Jugal Kishore Jakhotia ||- Chief Financial Officer |
Disclosure relating to Remuneration and Nomination Policy
The Board of Directors has framed a policy which lays down a framework in relation toremuneration of Directors Key Managerial Personnel and Senior Management of the Company.This policy also lays down criteria for selection and appointment of Board Members. Thedetails of this policy may be accessed from company's website at www.brcl.in.
Independent Directors' Meeting
Independent Directors of the Company had met during the year under review details ofwhich are given in the Corporate Governance Report.
The Board of Directors has carried out an annual evaluation of its own performanceBoard Committees and Individual Directors pursuant to the provisions of the Companies Act2013 and the Corporate Governance requirements as prescribed by the SEBI Regulations.
The performance of the Board was evaluated by the Board after seeking inputs from allthe Directors on the basis of the criteria such as the Board composition and structureeffectiveness of Board processes information and functioning etc.
The performance of the Committees was evaluated by the Board after seeking inputs fromthe Committee members on the basis of the criteria such as the composition of Committeeseffectiveness of Committee meetings etc.
The Board and the Nomination and Remuneration Committee reviewed the performance of theIndividual Directors on the basis of the criteria such as the contribution of theIndividual Director to the Board and Committee meetings like preparedness on the issues tobe discussed meaningful and constructive contribution and inputs in meetings etc. Inaddition the Chairman was also evaluated on the key aspects of his role.
In a separate meeting of Independent Directors performance of Non-IndependentDirectors performance of the Board as a whole and performance of the Chairman wasevaluated taking into account the views of Executive Director and Non-Executive Director.The same was discussed in the Board Meeting that followed the meeting of the IndependentDirectors at which the performance of the Board its Committees and Individual Directorswas also discussed. Performance evaluation of Independent Directors was done by the entireboard excluding the Independent Director being evaluated.
The details of the number of Board and other Committee meetings of your Company are setout in the Corporate Governance Report which forms part of this Report.
Declaration by Independent Directors
The Company has received necessary declaration from each Independent Director underSection 149(7) of the Companies Act 2013 that he meets the criteria of independence aslaid down in Section 149(6) of the Companies Act 2013 and Regulation 25 of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015. The Board relies on theirdeclaration of independence.
Committees of the Board
There are currently three Committees of the Board as follows:
1. Audit Committee
2. Nomination and Remuneration Committee
3. Stakeholders' Relationship Committee
Details of all the Committees along with their charters composition and meetings heldduring the year are provided in the "Report on Corporate Governance" a part ofthis Annual Report.
Corporate Governance Report
As per Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 a separate section on corporate governancepractices followed by the Company together with a certificate from the Company's Auditorsconfirming compliance forms an integral part of this Report.
A. Statutory Auditors
M/s. Kansariwala & Chevli Chartered Accountants Surat (Firm Reg. No. 123689W)were appointed as Statutory Auditors of the company in the 58th AGM of thecompany for a period of 5 years from the conclusion of 58th AGM till theconclusion of 63rd AGM subject to ratification of their appointment by Membersat every AGM. The requirement to place the matter relating to appointment of auditors forratification by Members at every AGM has been done away by the Companies (Amendment) Act2017 with effect from May 7 2018. Accordingly no resolution is being proposed forratification of appointment of statutory auditors at the ensuing AGM.
The observations made by the Auditors are self explanatory and have also been explainedin the notes forming part of the accounts wherever required. The Auditors has notreported any matter of an offence of fraud to the Company required to be disclosed underSection 143(12) of the Companies Act 2013.
B. Secretarial Auditor
Mr. Manish Patel Practicing Company Secretary Surat was appointed to conduct thesecretarial audit of the Company for the financial year 2020-21 as required under Section204 of the Companies Act 2013 and Rules thereunder. The secretarial audit report for FY2020-21 forms part of the Annual Report as "Annexure A" to the Board'sreport. There are secretarial Audit qualifications for the year under review.
The Board has appointed Mr. Manish Patel Practicing Company Secretary as secretarialauditor of the Company for the financial year 2021-22.
Related Party Transactions
During the financial year 2020-21 there were no transactions with related partieswhich qualify as material transactions under the Listing Regulations and that theprovisions of section 188 of the Companies act 2013 are not attracted. Thus disclosure inform AOC-2 is not required. Further there were no material related party transactionsduring the year under review with the Promoters Directors or Key Managerial Personnel.The details of this policy may be accessed from company's website at www.brcl.in.
Loans Guarantees and Investments
The details of loans guarantees and investments under Section 186 of the CompaniesAct 2013 read with the Companies (Meetings of Board and its Powers) Rules 2014 are asfollows:
A). Details of investments made by the Company as on 31st March 2021(including investments made in the previous years) (in equity shares):
| ||(Rs. In Lakhs) |
|Name of Company ||Amount as at 31st March 2021 |
|*ICICI Bank Ltd. ||- |
|Hindustan Oil Exploration Co. Ltd. ||0.32 |
|Thai Baroda Industries Ltd. ||574.85 |
|TAIB Capital Corporation Ltd. ||24.50 |
|Total ||599.67 |
*Amount is negligible.
B) . There are no loans given by your Company in accordance with Section 186 of theCompanies Act 2013 read with the Rules issued thereunder.
C) . There are no guarantees issued by your Company in accordance with Section 186 ofthe Companies Act 2013 read with the Rules issued thereunder.
Conservation of Energy Technology Absorption and Foreign Exchange Earnings & Outgo
The information on conservation of energy technology absorption and foreign exchangeearnings and outgo stipulated under Section 134(3)(m) of the Companies Act 2013 read withRule 8 of The Companies (Accounts) Rules 2014 are as under-
(A) Conservation of Energy:
The production and manufacturing activities are not carried on by the Company and dueto that no usage of energy. Hence no steps are taken by the Company for conservation ofenergy.
(B) Technology Absorption:
The company has not imported any technology during the year and as such there isnothing to report.
(C) Foreign Exchange Earnings and Outgo:
| || ||(Rs. In Lakhs) |
| ||31.03.2021 ||31.03.2020 |
|Foreign Exchange Earnings ||NIL ||NIL |
|Foreign Exchange Outgoings ||NIL ||NIL |
A certificate from the Auditors of the company regarding compliance of conditions ofCorporate Governance as stipulated under SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 is attached to this report.
Compliance with Secretarial Standards
Your Directors confirm that the Secretarial Standards issued by the Institute ofCompany Secretaries of India as applicable to the Company have been duly complied withexcept those mentioned in Secretarial Audit Report.
In terms of the provisions of Section 92 and Section 134 of the Act read with Rule 12of the Companies (Management and Administration) Rules 2014 the Annual Return of yourCompany as on 31st March 2021 is available on Company's website and can beaccessed at www.brcl.in.
Management's view on Statutory Auditors Qualification:
Your Company's applications before the Hon'ble Gujarat High Court are pending and themanagement desire to act as per the directions given by the respective authorities.
Management's view on Secretarial Auditors Qualification:
In respect of the Qualifications as stated in the Secretarial Audit Report yourmanagement is of the view that - There is a mismatch in the paid up capital as per companyand BSE promoters shares are not in demat form. However company is in process to complythe same.
Cash Flow Analysis
The Cash Flow Statement for the year under reference in terms of Regulation 34 of SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 forms part of theAnnual Report.
Vigil Mechanism/Whistle Blower Policy
The Company has established a vigil mechanism and formulated the Whistle Blower Policy(WB) to deal with instances of fraud and mismanagement if any. The details of the WBPolicy are explained in the Corporate Governance Report and also posted on the website ofthe Company www.brcl.in. No complain was received during the year.
Disclosures as per the Sexual Harassment of Women at Workplace (Prevention Prohibitionand Redressal) Act 2013.
As required by the Sexual Harassment of Women at Workplace (Prevention Prohibition& Redressal) Act 2013 the Company has formulated and implemented a policy onprevention of sexual harassment at the workplace with a mechanism of lodging complaintsand the same is posted on the website of the company www.brcl.in. Since your company ishaving no operative activities it has not received any complaint on sexual harassmentduring the financial year 2020-21.
Disclosure on Maintenance of Cost Audit
Pursuant to the rules made by the Central Government of India the Company is notrequired to maintain cost records as specified under Section 148(1) of the Act in respectof its products. Since there are no manufacturing activities since August' 2008 theCompany has not maintained the same.
A well-defined risk management mechanism covering the risk mapping and trend analysisrisk exposure potential impact and risk mitigation process is in place. The objective ofthe mechanism is to minimize the impact of risks identified and taking advance actions tomitigate it. The mechanism works on the principles of probability of occurrence andimpact if triggered. A detailed exercise is being carried out to identify evaluatemonitor and manage both business and non-business risks.
Listing on stock exchange
The Company's shares are listed at the BSE Limited but trading is suspended due topenal reasons.
Particulars of Employees
The statement containing particulars of employees as required under Section 197(12) ofthe Companies Act 2013 read with Rule 5(2) of the Companies (Appointment and Remunerationof Managerial Personnel) Rules 2014 forms part of this Report as "Annexure -B".
Details on internal financial controls related to financial statements
Your Company has adopted accounting policies which are in line with the IndianAccounting Standards prescribed in the Companies (Indian Accounting Standards) Rules 2015that continue to apply under Section 133 and other applicable provisions if any of theCompanies Act 2013 read with Rule 7 of the Companies (Accounts) Rules 2014. These are inaccordance with generally accepted accounting principles in India.
Significant/Material orders passed by the regulators
1) The Hon'ble High Court of Gujarat passed final order dated 11/01/2021 disposing theLetters Patent Appeals No. 948/2015 and allied LPA's and Civil Applications pursuant toSettlement between company and employees Union on 19/10/2020 and consent terms filed bycompany after award published by Industrial Tribunal on 21/10/2020.
2) NCLT vide its order dated 27/01/2021 has rejected and disposed off the applicationof M/s. Advance Engineering Services operational creditor who had filed an application CP(IB) No. 555/9/NCLT/AHM/2018 with National Company Law Tribunal (NCLT) Ahmedabad Benchagainst the company under Section 9 of the Insolvency and Bankruptcy Code 2016 for anamount of Rs.13793934.17/-. However the operational creditor has further filled CompanyAppeal(AT) (Ins) /222/2021 with National Company Law Appellate Tribunal (NCLAT) NewDelhi.
a) Your Company has not issued equity shares with differential rights as to dividendvoting or otherwise; and
b) Your Company does not have any ESOP scheme for its employees/Directors.
Your Directors wish to place on record their appreciation towards all associatesincluding Customers Collaborators Strategic Investors Government Agencies FinancialInstitutions Bankers Suppliers Shareholders Employees and other who have reposed theirconfidence in the company during the period under review.
|Place: Surat ||By order of the Board of Directors |
|Date: 14th August 2021 || |
| ||Damodarbhai B Patel |
| ||Chairman & Managing Director |
| ||DIN:00056513 |