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Baroda Rayon Corporation Ltd.

BSE: 500270 Sector: Industrials
NSE: BARODARAYN ISIN Code: INE461A01024
BSE 05:30 | 01 Jan Baroda Rayon Corporation Ltd
NSE 05:30 | 01 Jan Baroda Rayon Corporation Ltd

Baroda Rayon Corporation Ltd. (BARODARAYN) - Director Report

Company director report

To

The Members of

The Baroda Rayon Corporation Limited

Your Directors are pleased to present the 59th Annual Report and the AuditedStatement of Accounts for the year ended 31st March 2019. The Financialresults are shown as below.

Financial Results (Rs. In Lakhs)
Particulars 31.03.2019 31.03.2018
Income from Sales NIL NIL
Other Income 6.11 12.69
Total Income 6.11 NIL
Less: Expenditure 569.32 167.22
Profit/(Loss) before interest depreciation and tax (563.21) (154.53)
Less : Depreciation NIL NIL
Interest 30.00 57.50
Earlier year tax (6.97) Nil
Profit/(Loss) before exceptional/extraordinary item (586.24) (212.03)
Less: Exceptional/Extraordinary Item NIL 3759.91
Profit/(Loss) after Taxes (586.24) (3971.94)
Other comprehensive income 0.23 0.07
Total comprehensive income (586.01) (3971.87)

Overview of Company's Financial Performance

Your company's other income of Rs. 6.11 lakhs consist of Income Tax Refund. Net lossfor the year is Rs. 586.24 lakhs as against Rs. 3971.94 lakhs in the previous year. Totalexpenditure of your company has increased to Rs. 569.32 lakhs as againstRs. 167.22 lakhsin previous year.

Dividend

The Board of Directors of your company have not proposed any dividend to be paid forthe F.Y. 2018-19.

Transfer to Reserves

The Board of Directors of your company has decided not to transfer any amount to theReserves for the year under review.

Share Capital

As at March 31 2019 and as at the date of this report the authorized share capitalof the company is Rs. 1500000000 (Rupees One Hundred and Fifty Crores only) dividedinto 130000000 eq. shares of Rs. 10/- each and 20000000 preference shares of Rs.10/- each. The paid up capital of the company is Rs. 229113590/- (Rupees Twenty TwoCrores Ninety One lakhs Thirteen Thousand Five Hundred and Ninety Only) divided into22911359 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

1) The charge which was in favor of Assets Care & Reconstruction Enterprise Ltd.amounting to Rs. 440429000/- was assigned jointly in favor of Bhavani Syntex LimitedRamsons Properties Pvt. Ltd. & Unipat Rayon Limited vide deed of assignment dated28.05.2019.

2) The Charge which was registered in favor of IFCI Ltd. amounting to Rs.235139451/- was satisfied on July 03 2019.

3) The Charges which were registered in favor of IDBI Trusteeship Services Ltd.amounting to Rs. 114606500/- and Rs. 82500000/- was satisfied on July 24 2019.

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 2019 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 312019 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; 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.

Deposits

During the financial year 2018-19 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 2019as the matter is disputed.

Directors and key managerial personnel

In accordance with the provisions of the Act and the Articles of Association of theCompany Mr. Damodarbhai Patel retires by rotation at the forthcoming Annual GeneralMeeting and being eligible offers himself for reappointment.

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. Bhavanjibhai Patel Mr. Bhaveshbhai Patel & Mr. Jayantilal Patel were appointedas an independent director's at the 54th Annual General Meeting (AGM) held on30/09/2014 for a period of five years. Based on the recommendation of the Nomination andRemuneration Committee their re-appointment for a second term of five years is proposedat the ensuing AGM for the approval of the Members by way of special resolution.

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

*Appointed w.e.f. March 30 2019.

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.

Managerial Remuneration

During the year under review none of the directors were paid any remuneration.

Independent Directors' Meeting

Independent Directors of the Company had met during the year under review details ofwhich are given in the Corporate Governance Report.

Board Evaluation

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.

Meetings

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.

Auditors:

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 2018-19 as required under Section204 of the Companies Act 2013 and Rules thereunder. The secretarial audit report for FY2018-19 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 2019-20.

Related Party Transactions

During the financial year 2018-19 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 2019(including investments made in the previous years) (in equity shares):

(Rs. In Lakhs)
Name of Company Amount as at 31st March. 2019
*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)
31.03.2019 31.03.2018
Foreign Exchange Earnings NIL NIL
Foreign Exchange Outgoings NIL NIL

Compliance Certificate

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.

Extract of Annual Return

In accordance with Section 134(3)(a) of the Companies Act 2013 an extract of theannual return in the prescribed format is appended as "Annexure B" to theBoard's report. The same can be accessed from company's website 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 - Due to financial crunches the Annual Listing fees of theBSE is not paid. Also as there is mismatch in the paid up capital as per company and BSEpromoters shares are not in demat form. However company is in process to comply the 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 2018-19.

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 AugustRs. 2008 theCompany has not maintained the same.

Risk Management

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. The company has not paid the listing fees for F.Y. 2019-20.

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 -C".

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

During the year under review no significant/material orders were passed by anyregulator.

General

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.

Appreciation

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: 13th August 2019

Damodarbhai B Patel

Chairman & Managing Director

DIN:00056513