Cochin Malabar Estates & Industries Ltd.
|BSE: 508571||Sector: Others|
|NSE: N.A.||ISIN Code: INE788M01017|
|BSE 00:00 | 07 Sep||41.50||
|NSE 05:30 | 01 Jan||Cochin Malabar Estates & Industries Ltd|
Cochin Malabar Estates & Industries Ltd. (COCHINMALABAR) - Director Report
Company director report
TO THE MEMBERS
Your Directors present the 89th Annual Report together with Audited Financial Statements of the Company for the financial year ended 31st March 2019.
(Amount in Rs)
In view of accumulated losses your Directors regret their inability to propose any dividend for the year ended 31st March 2019.
The Rubberwood Factory has not been in operation for nearly 21 years pursuant to notice received from the Deputy Conservator of Forests (Protection) Trivandrum. The Company is developing its land assets in Goa based on which the going concern status of the Company is maintained.
The Company has not accepted any public deposits and as such no amount on account of principal or interest on public deposits was outstanding as on the date of the Balance Sheet.
LOANS GUARANTEES AND INVESTMENTS
The Company has not granted loans or given guarantees or made investments during the year under review.
DIRECTORS AND KEY MANAGERIAL PERSONNEL:
In accordance with the provisions of the Articles of Association of the Company read with Section 152 of the Companies Act 2013 Shri C. P. Sharma Director (DIN : 00258646) will retire by rota!on at the forthcoming Annual General Mee!ng and being eligible offers himself for re-appointment. The Board recommends his re-appointment to the members of the Company in the ensuing Annual General Mee!ng.
During the year Shri B.L. Surana Independent Director of the Company resigned from the Board.
The Board placed on record its deep appreciation for the valuable contribution made by Shri B.L. Surana during the tenure of his Directorship.
During the year Shri M. Kandoi has been appointed as Company Secretary in the category of Key Managerial Personnel w.e.f. 12th November 2018. The Company has three Key Managerial Personnel being Shri R.K. Gupta Whole!me Director and Shri A.K. Ruia Chief Financial Officer and Shri M. Kandoi Company Secretary respectively.
During the financial year ended 31st March 2019 four Board Mee!ngs were held on 7th May 2018 7th August 2018 12th November 2018 & 4th February 2019. The intervening gap between any two meetings was within the period prescribed by the Companies Act 2013.
All Independent Directors have submitted their disclosures to the Board that they meet the criteria as stipulated in Section 149(6) of the Companies Act 2013 and in accordance with Regulation 16(1)(b) of the SEBI (LODR) Regulations 2015. None of the Independent Directors are liable to retire by rotation.
As stipulated by the Code of Independent Directors under the Companies Act 2013 a separate meeting of the Independent Directors of the Company was held on 4th February 2019 to review the performance of Non-Independent Directors and the Board as whole. The Independent Directors also reviewed the quality content and timeliness of the flow of information between the Management and the Board and its Committees which is necessary to effectively and reasonably perform and discharge their duties.
COMMITTEES OF THE BOARD
The Board of Directors of the Company has constituted an Audit Committee of the Board in terms of the requirements of Section 177 of the Companies Act 2013 and Rules framed thereunder. The Audit Committee comprises of two Independent Non-Executive Director and one Non-Executive Director namely Shri B.L. Surana Smt. Tara Purohit & Shri P.J. Bhide during the year under review.
The Committee met 4 times during the year on 7th May 2018 7th August 2018 12th November 2018 & 4th February 2019. The attendance of the Members at the Audit Committee Meetings is as under :
*ceased to be a member w.e.f. 18th March 2019
Nominaon & Remuneration Committee
The Board of Directors of the Company has constituted a Nomination and Remuneration Committee of the Board in terms of the requirements of Section 178 of the Companies Act 2013 and Rules framed thereunder. The Nomination & Remuneration Committee comprises of two Independent Non-Executive Directors and one Non-Executive Director namely Shri B.L. Surana Smt. Tara Purohit & Shri P.J. Bhide during the year under review.
During the year under review the Committee met twice on 7th May 2018 & 12th November 2018. The attendance of the Members at the Nomination & Remuneration Committee Meetings is as under :
* ceased to be a member w.e.f. 18th March 2019 Stakeholders Relaonship Committee
The Board of Directors of the Company has constituted a Stakeholders Relationship Committee of the Board in terms of the requirements of Section 178 of the Companies Act 2013 and Rules framed thereunder. The Stakeholders Relationship Committee comprises of one Non-Executive Director one Independent Non-Executive Director and one Wholetime Director namely Shri P.J. Bhide Shri B.L. Surana & Shri R.K. Gupta during the year under review.
During the year under review 6 (Six) Stakeholders' Relationship Committee Meeting was held on 9th August 2018 1st November 2018 15th November 2018 6th December 2018 20th December 2018 & 10th January 2019. The attendance of the Members at the Stakeholders' Relationship Committee Meetings is as under :
* ceased to be a member w.e.f. 18th March 2019
The Company Secretary is the Compliance Officer of the Company.
NOMINATION AND REMUNERATION POLICY
For maintaining the independence of the Board and separate its functions and management Company's policy is to have an appropriate combination of Executive and Independent Directors. As on March 31 2019 the Board consists of 5 members of which 4 are Non-Executive Directors (NED) and 1 is Wholetime Director. The Board has 1 Independent Woman Director 1 Promoter Non-Executive Director 2 Non-Executive Director and 1 Wholetime Director. The need for change in its composition and size are evaluated periodically. The Company pays remuneration to non-executive directors by way of si#ng fees. The remuneration paid to the Directors and KMP is as per the terms laid out in the Nomination and Remuneration Policy of the Company which is available at the website of the Company i.e. http://www.cochinmalabar.in/
Pursuant to the provisions of the Companies Act 2013 the Board of Directors have carried out the performance evaluation for the Board Committees of the Board individual Directors of the Company for the Financial Year ended 31st March 2019.
The Board of Directors expressed their satisfaction with the evaluation process.
The Company is having a Paid-up equity share capital not exceeding ' 10 crore and Networth not exceeding ' 25 crore and hence as per SEBI (LODR) Regulations 2015 corporate 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 the Listing Regulations are not applicable to your Company.
DIRECTORS' RESPONSIBILITY STATEMENT:
The financial statements have been prepared in accordance with the Indian Accounting Standards (Ind AS) read with the Companies (Indian Accounting Standards) Rules 2015 (as amended) & other relevant provisions of the Act.
The Board of Directors of the Company confirms that :
i) in the preparation of the annual accounts the applicable Accounting Standards have been followed and there has been no material departures;
ii) the selected Accounting Policies were applied consistently and the Directors made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31 2019 and of the losses of the Company for the year ended on that date;
iii) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with
the provisions of the Companies Act 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
iv) the annual accounts have been prepared on a going concern basis;
v) the internal financial controls have been laid down and such internal financial controls are adequate and are operating effectively; and
vi) the Company has adequate internal systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.
RELATED PARTY TRANSACTIONS:
All the related party transactions are entered on arm's length basis and are in compliance with the applicable provisions of the Companies Act 2013. There are no materially related party transactions made by the Company with promoters directors or key managerial personnel etc. during the year which might have potential conflict with the interest of the Company at large. A statement of all related party transactions is placed before the Audit Committee for approval. The details of the transactions with the related parties are provided in the Company's Financial Statement. Note No. 26.
AUDITORS & AUDITORS' REPORT:
The term of the Statutory Auditors of the Company M/s. Singhi & Co. Chartered Accountants expires at the ensuing Annual General Meeting in accordance with the provisions of the Companies Act 2013.
The Board has appointed M/s. JKVS & Co Chartered Accountants (Firm Registration No.318086E) as the Statutory Auditors of the Company to hold the office from the conclusion of the forthcoming Annual General Meeting till the conclusion of the Annual General Meeting for the Financial Year 2023-24.
The Company has received a letter from M/s. JKVS & Co Chartered Accountants to the effect that their appointment if made would be within the prescribed limits under Section 139 of the Act and that they are not disqualified for appointment.
There is no qualification reservation or adverse remark made by the Auditors in their report to the Standalone Financial Statements for the Financial Year ended 31st March 2019.
The Board of Directors of the Company had appointed Mrs. Sweety Kapoor Practicing Company Secretary to carry out secretarial audit for the financial year 2018-19 in terms of the provisions of Section 204(1) of the Companies Act 2013 and Rules made thereunder. The Secretarial Audit Report for the Financial Year 2018-19 in Form No. MR-3 is provided in Annexure - 1 forming part of this report.
There is no qualification reservation or adverse remark made by the Secretarial Auditors in their Secretarial Audit Report for the Financial Year ended 31st March 2019.
In accordance with the provisions of Section 134(3)(a) of the Companies Act 2013 an extract of the Annual Return as required under Section 92(3) of the Companies Act 2013 and the Rules made thereunder is provided in Annexure - 2 forming part of this report.
WHISTLE BLOWER POLICY / VIGIL MECHANISM:
The Company has adopted a Whistle Blower Policy and has established the necessary mechanism to report concerns about unethical behavior or suspected fraud in violation of Company's Code of Conduct or any other point of concern. The policy has been disclosed on the website of the Company and the weblink for the same is http://cochinmalabar.in/ whistle_blower.pdf
INTERNAL FINANICAL CONTROL:
For ensuring methodical and efficient conduct of its business the Board has adopted policies and procedures. Thus it ensures safeguarding of assets and resources of the Company prevention and detention of frauds and errors accuracy and completeness of the accounting records and timely preparation of financial disclosures.
Your Board is of the opinion that the Internal Financial Control affecting the financial statement of your Company are adequate and operating efficiently.
The Internal Audit of the Company is conducted by a Practicing Company Secretary. The findings of the Internal Audit and the Action Taken Report on the Internal Audit are placed before the Audit Committee which reviews the audit findings steps taken and the adequacy of Internal Control System.
The Board periodically reviews the risks and suggests steps to be taken to control and mitigate the same through a properly defined frame work.
i) There were no material changes and commitments affecting the financial position of the Company occurring between 31st March 2019 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 or tribunals impacting the going concern status and Company's operation in future.
POLICY ON PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE:
The Board of Directors of the Company has laid down a policy on prevention of sexual harassment at the workplace. Your Company provides a safe and healthy work environment there were no cases of sexual harassment reported during the year.
CORPORATE SOCIAL RESPONSIBILITY (CSR) OF THE COMPANY:
Pursuant to Section 135 of the Companies Act 2013 CSR provisions does not apply to your 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 applicable provisions of the Secretarial Standards issued by The Institute of Company Secretaries of India (ICSI).
MANAGEMENT DISCUSSION AND ANALYSIS:
Economic Review Industry Structure & Development
At 7.3% India outperformed China in the year and emerged as the fastest growing large economy. The key contributors to this growth include its robust private consumption the implementation of GST an array of structural reforms and low food inflation.
Opportunities Threats and Outlook
India is projected to remain robust and grow at a rate of 7.1% in 2019 benefiffing from lower oil prices sustained growth in private consumption and favourable monetary policy. Risk to forecast includes outcome of the general election in May 2019 monsoons and slowdown in the global economy.
The Company is developing its land assets in Goa based on which the going concern status of the Company is maintained.
Internal Control Systems and their adequacy
A separate paragraph on Internal Control System and their adequacy risk management and discussion of financial performance have been provided in this report.
LISTING OF EQUITY SHARES:
The Equity Shares of the Company are listed and traded on BSE Ltd Scrip Code : 508571 and lisng fees for the Financial Year 2018-2019 of BSE Ltd has been paid.
STATEMENT PURSUANT TO CLAUSE 5(2) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES 2014:
None of the employees of the Company fall within the purview of the informaon required under Secon 197 read with Rule 5(2) of the Companies (Appointment and Remuneraon of Managerial Personnel) Rules 2014 during the Financial Year.
DISCLOSURE PERTAINING TO REMUNERATION AND OTHER DETAILS AS REQUIRED UNDER SECTION 197(12) OF THE COMPANIES ACT 2013 READ WITH RULE 5(1) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES 2014 ARE GIVEN BELOW:
1. The rao of the remuneraon of each director to the median remuneraon of the employees of the Company for 2018-19 : 1:1.
2. The percentage increase in remuneraon of Managing Director Chief Financial Officer and Company Secretary if any in the Financial Year 2018-19 : NIL.
3. The percentage increase in the median remuneraon of employees in the Financial year 2018-19 : NIL.
4. Number of permanent employees on the roll of the Company as on March 31 2019 : 3.
5. Average percenle increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percenle increase in the managerial remuneraon and jusficaon thereof and part out if there are any exceponal circumstances for increase in the managerial remuneraon : NIL.
6. Affirmaon that remuneraon is as per remuneraon policy of the Company : Yes.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO:
Your Company did not have any manufacturing acvity during the Financial Year ended 31st March 2019 and as such informaon in accordance with the provisions of clause (m) of Sub-secon (3) of Secon 134 of the Companies Act 2013 read with Rule 8(3) of the Companies (Accounts) Rules 2014 are not a$ached.
The Company does not have any Foreign Exchange inflow & outgo during the year.
Your Directors take this opportunity to express their appreciaon for assistance and cooperaon received from the commercial banks and other authories.