TO THE MEMBERS
Your Directors present the 91st Annual Report together with AuditedFinancial Statements of the Company for the financial year ended 31st March2021.
(Amount in Rs. thousands)
| ||31.03.2021 ||31.03.2020 |
|Profit /(Loss) before Depreciation Finance Cost & Tax ||(1898.49) ||(1346.81) |
|Less : Depreciation ||670.98 ||429.28 |
|Less : Finance Cost ||3858.90 ||2962.36 |
|Profit /(Loss) before Tax ||(6428.37) ||(4738.45) |
|Less : Tax Expense ||- ||- |
|Profit /(Loss) after Tax ||(6428.37) ||(4738.45) |
|Other Comprehensive Income (Net of Tax) ||- ||- |
|Total Comprehensive Income attributable to owners of the Company ||(6428.37) ||(4738.45) |
DIVIDEND & RESERVES
In view of accumulated losses your Directors regret their inability to propose anydividend for the year ended 31st March 2021.
The Company has not transferred any amount to the General Reserve during the financialyear ended 31st March 2021.
The Rubberwood Factory has not been in operation for nearly 23 years pursuant to noticereceived from the Deputy Conservator of Forests (Protection) Trivandrum. The Company isdeveloping its land assets in Goa based on which the going concern status of the Companyis maintained.
The Company has incurred capital expenditure amounting to ^ 4.00 lacs during the yearended 31st March 2021 as compared to Rs. 50.39 lacs for the same period lastyear.
The issued subscribed and paid-up share capital of the Company as on 31st March 2021stood at ^ 17719080 divided into 1771908 Equity Shares of Rs.10 each fully paid-up.During the year under review there has been no change in the capital structure of theCompany and neither the Company has granted any stock options and sweat equity. As on 31stMarch 2021 none of the Directors of the Company hold instruments convertible into equityshares of the Company.
LISTING OF EQUITY SHARES
The Equity Shares of the Company are listed and traded on BSE Ltd Scrip Code : 508571and listing fees for the Financial Year 2020-2021 of BSE Ltd has been paid.
COVID-19 & ITS IMPACT
Your directors have been periodically reviewing the adverse impact of Covid-19 pandemicand believe that the impact is likely to be insignificant for the Company. The Board willcontinue to closely monitor the situation as it evolves and do its best to take allnecessary measures in the interest of all stakeholders of the Company.
The Company has not accepted any public deposits and as such no amount on account ofprincipal or interest on public deposits was outstanding as on the date of the BalanceSheet.
LOANS GUARANTEES AND INVESTMENTS
The Company has not granted loans or given guarantees or made investments during theyear under review.
RELATED PARTY TRANSACTIONS
All related party transactions are entered on arm's length basis and are in compliancewith the applicable provisions of the Companies Act 2013. There are no materially relatedparty transactions made by the Company with promoters directors or key managerialpersonnel etc. during the year which might have potential conflict with the interest ofthe Company at large. A statement of all related party transactions is placed before theAudit Committee for approval. The details of the transactions with the related parties areprovided in the Company's Financial Statement Note No. 24.
Pursuant to Section 134(3)(a) and Section 92(3) of the Act read with Rule 12(1) of theCompanies (Management and Administration) Rules 2014 the Annual Return of the Company isuploaded on the website of the Company and can be accessed at https://www.cochinmalabar.in/downloads/AnnualReturn 2021.pdf
AUDITORS & AUDITORS' REPORT
M/s. JKVS & Co Chartered Accountants (Firm Registration No.318086E) were appointedas the Statutory Auditors of the Company at the Annual General Meeting held on September9 2019 to hold office for a period of five years till the conclusion of the 94thAnnual General Meeting.
Your Company has received a certificate from M/s. JKVS & Co Chartered Accountantsconfirming the eligibility to continue as Auditors of the Company in terms of theprovisions of Section 141 of the Companies Act 2013 and the Rules framed there under.They have also confirmed that they hold a valid certificate issued by the Peer ReviewBoard of the ICAI as required under the provisions of Regulation 33 of the ListingRegulations.
There is no qualification reservation or adverse remark made by the Auditors in theirreport to the Standalone Financial Statements for the Financial Year ended 31st March2021.
The Board of Directors of the Company had appointed Mrs. Sweety Kapoor PracticingCompany Secretary to carry out secretarial audit for the financial year 2020-21 in termsof the provisions of Section 204(1) of the Companies Act 2013 and Rules made there under.The Secretarial Audit Report for the Financial Year 202021 is provided in Annexure - 1forming part of this report.
There is no qualification reservation or adverse remark made by the SecretarialAuditors in their Secretarial Audit Report for the Financial Year ended 31st March 2021.
REPORTING OF FRAUD BY AUDITORS
There were no instances of fraud during the year under review which required theStatutory Auditors to report to the Audit Committee and/or the Board under Section 143(12)of the Companies Act 2013 and the rules made there under.
The Central Government has not prescribed the maintenance of cost records undersub-section (1) of Section 148 of the Companies Act2013 and the Rules made thereunder.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
In accordance with the provisions of the Articles of Association of the Company readwith Section 152 of the Companies Act 2013 Shri C.P. Sharma Whole time Director (DIN :00258646) is due to retire by rotation at the forthcoming Annual General Meeting andbeing eligible offers himself for re-appointment. The Board recommends his re-appointmentto the members of the Company in the ensuing Annual General Meeting.
All Independent Directors have submitted their disclosures to the Board that they meetthe criteria as stipulated in Section 149(6) of the Companies Act 2013 and in accordancewith Regulation 16(1)(b) of the SEBI (LODR) Regulations 2015 which has been duly assessedby the Board as part of performance evaluation of Independent Directors. The IndependentDirectors are not liable to retire by rotation. In the opinion of the Board theIndependent Directors are persons of integrity possesses the requisite expertise andexperience and are independent of management. There has been no change in thecircumstances affecting their status as Independent Directors of the Company. All theIndependent Directors on the Board of the Company are registered with the Indian Instituteof Corporate Affairs Manesar Gurgaon as notified by the Central Government under Section150(1) of the Companies Act 2013. The Independent Directors have complied with the Codefor Independent Directors prescribed in Schedule IV to the Act and also Code of Conductfor Directors and senior management personnel.
As stipulated by the Code of Independent Directors under the Companies Act 2013 aseparate meeting of the Independent Directors of the Company was held on 29thJanuary 2021 to review the performance of Non-Independent Directors and the Board aswhole. The Independent Directors also reviewed the quality content and timeliness of theflow of information between the Management and the Board and its Committees which isnecessary to effectively and reasonably perform and discharge their duties.
None of the Directors of the Company are disqualified pursuant to the provisions ofSection 164 of the Companies Act 2013 or debarred or disqualified from being re-appointedor continuing as Directors of the Company by SEBI or MCA or any other statutoryauthorities.
During the year the Company had three Key Managerial Personnel being Shri C.P.Sharma Wholetime Director (w.e.f. 15th June 2020) Shri A.K. Ruia ChiefFinancial Officer and Shri M. Kandoi Company Secretary.
NUMBER OF BOARD MEETINGS HELD
During the financial year ended 31st March 2021 four Board Meetings wereheld on 15th June 2020 4th September 2020 6thNovember 2020 & 3rd February 2021. The maximum time gap between twoconsecutive meetings was less than 120 days as stipulated under Section 173(1) of the ActRegulation 17(2) of the Listing Regulations and Secretarial Standards issued by Instituteof Company Secretaries of India except for first meeting of the financial year where thegap was of 130 days as the Company has availed the relaxations given by SEBI and MCA forholding meetings beyond 120 days due to lockdown imposed in the country.
COMMITTEES OF THE BOARD
The Board of Directors of the Company has constituted an Audit Committee of the Boardin terms of the requirements of Section 177 of the Companies Act 2013 and Rules framedthereunder. The Audit Committee comprises of two Independent Non-Executive Director andone Wholetime Director namely Shri J.K. Surana Smt. Tara Purohit & Shri C.P. Sharma.
The Committee met 4 times during the year on 15th June 2020 4thSeptember 2020 6th November 2020 & 3rd February 2021. Themaximum time gap between two consecutive meetings was less than 120 days as stipulatedunder Section 173(1) of the Act Regulation 17(2) of the Listing Regulations andSecretarial Standards issued by Institute of Company Secretaries of India except forfirst meeting of the financial year where the gap was of 130 days as the Company hasavailed the relaxations given by SEBI and MCA for holding meetings beyond 120 days due tolockdown imposed in the country. The attendance of the Members at the Audit CommitteeMeetings is as under:
|Name of the Director ||Status ||No. of meetings entitled to attend ||No. of meetings attended |
|Shri J.K. Surana ||Chairman ||4 ||4 |
|Smt. Tara Purohit ||Member ||4 ||4 |
|Shri C.P. Sharma ||Member ||4 ||4 |
Nomination & Remuneration Committee
The Board of Directors of the Company has constituted a Nomination and RemunerationCommittee of the Board in terms of the requirements of Section 178 of the Companies Act2013 and Rules framed thereunder. The Nomination & Remuneration Committee comprises oftwo Independent Non-Executive Directors and one Wholetime Director namely Shri J.K.Surana Smt. Tara Purohit & Shri C.P. Sharma.
During the year under review the Committee met twice on 15th June 2020& 3rd February 2021. The attendance of the Members at the Nomination &Remuneration Committee Meetings is as under :
|Name of the Director ||Status ||No. of meetings entitled to attend ||No. of meetings attended |
|Shri J.K. Surana ||Chairman ||2 ||2 |
|Smt. Tara Purohit ||Member ||2 ||2 |
|Shri C.P. Sharma ||Member ||2 ||2 |
Stakeholders Relationship Committee
The Board of Directors of the Company has constituted a Stakeholders RelationshipCommittee of the Board in terms of the requirements of Section 178 of the Companies Act2013 and Rules framed there under. The Stakeholders Relationship Committee comprises ofone Whole time Director and one Independent Non-Executive Director namely Shri C.P.Sharma & Shri J.K. Surana.
During the year under review the Committee met twice on 15th June 2020& 25th March 2021. The attendance of the Members at the StakeholdersRelationship Committee Meetings is as under:
|Name of the Director ||Status ||No. of meetings entitled to attend ||No. of meetings attended |
|Shri C.P. Sharma ||Chairman ||2 ||2 |
|Shri J.K. Surana ||Member ||2 ||2 |
Pursuant to the provisions of the Companies Act 2013 the Board of Directors havecarried out the performance evaluation of its own performance Committees of the Boardindividual Directors of the Company for the Financial Year ended 31st March2021. The performance of the Board was evaluated by the Board based on the criteria suchas the Board composition and structure effectiveness of Board process information andfunctioning etc. The performance of the Committees was evaluated by the Board based on thecriteria such as composition of the Committees effectiveness of the Committee Meetingsetc.
The Board of Directors expressed their satisfaction with the evaluation process.Performance Evaluation of Independent Directors were done by the entire Board excludingthe Independent Director being evaluated.
NOMINATION AND REMUNERATION POLICY
The Board has an appropriate mix of knowledge wisdom and varied industry experience toguide the Company in achieving its objectives in a sustainable manner. As on 31stMarch 2021 the Board consists of 4 members of which three are Non-Executive Directors(NED) and one Wholetime Director (WTD). The Board has two Independent Directors includingone Woman Director One Promoter Non-Executive Director and One Executive Director. Theneed for change in its composition and size are evaluated periodically. The Company paysremuneration to non executive directors by way of sitting fees. The remuneration paid tothe Directors and KMP is as per the terms laid out in the Nomination and RemunerationPolicy of the Company which is available at the website of the Company i.e.www.cochinmalabar.in
|Category ||Name of Directors |
|Promoter Director || |
|Non-Executive Director ||Shri Hemant Bangur |
|Non-Executive Non-Independent Director ||Shri C.P. Sharma upto 15.06.2020 |
|Independent Non-Executive Woman Director ||Smt. Tara Purohit |
|Independent Non-Executive Director ||Shri J.K. Surana |
|Executive Director ||Shri C.P. Sharma |
|Wholetime Director ||w.e.f. 15.06.2020 |
DIRECTORS' RESPONSIBILITY STATEMENT
In terms of provisions of Section 134(3)(c) of the Companies Act 2013 your Directorsconfirm that:
i) in the preparation of the annual accounts the applicable Accounting Standards havebeen followed and there has been no material departures;
ii) the selected Accounting Policies were applied consistently and the Directors madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the Company as at 31st March 2021 and of the lossesof the Company for the year ended on that date;
iii) proper and sufficient care has been taken 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) the annual accounts have been prepared on a going concern basis;
v) the internal financial controls have been laid down and such internal financialcontrols are adequate and are operating effectively; and
vi) the Company has adequate internal systems to ensure compliance with the provisionsof all applicable laws and that such systems are adequate and operating effectively.
WHISTLE BLOWER POLICY / VIGIL MECHANISM
The Company has adopted a Whistle Blower Policy and has established the necessarymechanism to report concerns about unethical behavior or suspected fraud in violation ofCompany's Code of Conduct or any other point of concern. The policy has been disclosed onthe website of the Company and the weblink for the same is http://cochinmalabar.in/whistleblower.pdf
POLICY ON PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE
The Board of Directors of the Company has laid down a policy on prevention of sexualharassment at the workplace. Your Company provides a safe and healthy work environmentthere were no cases of sexual harassment reported during the year.
The Board periodically reviews the risks and suggests steps to be taken to control andmitigate the same through a properly defined frame work.
ADEQUACY OF INTERNAL FINANICAL CONTROL SYSTEM
For ensuring methodical and efficient conduct of its business the Board has adoptedpolicies and procedures. Thus it ensures safeguarding of assets and resources of theCompany prevention and detention of frauds and errors accuracy and completeness of theaccounting records and timely preparation of financial disclosures.
Your Board is of the opinion that the Internal Financial Control affecting thefinancial statement of your Company are adequate and operating efficiently.
The Internal Audit of the Company is conducted by a Practicing Company Secretary. Thefindings of the Internal Audit and the Action Taken Report on the Internal Audit areplaced before the Audit Committee which reviews the audit findings steps taken and theadequacy of Internal Control System.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
Pursuant to Section 135 of the Companies Act 2013 CSR provisions does not apply toyour Company. Accordingly your Company has not formed CSR Committee.
COMPLIANCE WITH SECRETARIAL STANDARDS
During the year under review the Company has duly complied with the applicableprovisions of the Secretarial Standards issued by The Institute of Company Secretaries ofIndia (ICSI).
MANAGEMENT DISCUSSION AND ANALYSIS
Economic Review Industry Structure & Development
2020 was an unprecedented year by all counts a year unlike any before because of araging global pandemic. The COVID-19 pandemic and the consequent lockdown restrictionsimposed by national governments has impacted businesses not only in India but all over theworld. Economy has been greatly effected and businesses are gravely suffering in terms ofproduction revenue losses and idle establishment costs. The level of uncertainity in theeconomy is at an all time high with the trajectory of recovery difficult to forecast.
Opportunities Threats and Outlook
There is optimism around the recovery of Indian economic growth and this outlook issupported by additional fiscal support accommodative RBI mandatory policy and strongrebound of private consumption. However there are risks to growth in the form of secondand third waves and its impact on economic outlook.
The Company is developing its land assets in Goa.
Internal Control Systems and their adequacy
A separate paragraph on Internal Control System and their adequacy risk management anddiscussion of financial performance has been provided in this report.
Key Financial Ratios
|Sl. No. Key Financial Ratios ||31.03.2021 ||31.03.20200 ||Change (%) |
|1 Current Ratio ||0.02 ||0.11 ||78.71% |
Current Ratio for the year ended 31st March 2021 has decreased dueto increase in current liabilities and decrease in current assets.
In view of no turnover and the losses incurred by the Company for the year ended31st March 2021 and 31st March 2020 Debtors' Turnover InventoryTurnover Interest Coverage Ratio Operating Profit Margin and Net Profit Margin is notcalculated.
Since the Networth of the Company is negative Debt Equity Ratio and Return onNetworth is not calculated.
The Company is having a Paid-up equity share capital not exceeding ^ 10 crore andNetworth not exceeding Rs.25 crore and hence as per SEBI (LODR) Regulations 2015corporate governance requirements provided under Regulations 17 to 27 and clauses (b) to(i) of sub-regulation (2) of Regulation 46 and Para C D and E of Schedule V of theListing Regulations are not applicable to your Company.
STATEMENT PURSUANT TO CLAUSE 5(2) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OFMANAGERIAL PERSONNEL) RULES 2014
None of the employees of the Company fall within the purview of the informationrequired under Section 197 read with Rule 5(2) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 during the Financial Year.
DISCLOSURE PERTAINING TO REMUNERATION AND OTHER DETAILS AS REQUIRED UNDER SECTION197(12) OF THE COMPANIES ACT 2013 READ WITH RULE 5(1) OF THE COMPANIES (APPOINTMENT ANDREMUNERATION OF MANAGERIAL PERSONNEL) RULES 2014 ARE GIVEN BELOW
1. The ratio of the remuneration of each director to the median remuneration of theemployees of the Company for 2020-21 : 2:3.
2. The percentage increase in remuneration of each Director and Key ManagerialPersonnel (KMP) during the Financial Year 2020-21 : NIL.
3. The percentage increase in the median remuneration of employees in the Financialyear 2020-21 : NIL.
4. Number of permanent employees on the roll of the Company as on 31stMarch 2021 : 3.
5. 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 part out if thereare any exceptional circumstances for increase in the managerial remuneration : NIL.
6. Affirmation that remuneration is as per remuneration policy of the Company : Yes.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO
Your Company did not have any manufacturing activity during the Financial Year ended 31stMarch 2021 and as such information in accordance with the provisions of clause (m) ofSub-section (3) of Section 134 of the Companies Act 2013 read with Rule 8(3) of theCompanies (Accounts) Rules 2014 are not attached.
The Company does not have any Foreign Exchange inflow & outgo during the year.
i) There were no material changes and commitments affecting the financial position ofthe Company occurring between 31st March 2021 and the date of this Report.
ii) There is no change in the nature of business of the Company.
iii) There were no significant and material orders passed by regulator or courts ortribunals impacting the going concern status and Company's operation in future.
iv) There were no instances of one time settlement with any Bank or FinancialInstitution.
v) There is no proceeding pending under the Insolvency and Bankruptcy Code 2016.
Your Directors take this opportunity to express their appreciation for assistance andcooperation received from the commercial banks and other authorities.
On behalf of the Board
|Place: Kolkata ||(C.P. Sharma) ||(Hemant Bangur) |
|Date : 27th April 2021 ||Wholetime Director ||Director |