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Cochin Malabar Estates & Industries Ltd.

BSE: 508571 Sector: Others
NSE: N.A. ISIN Code: INE788M01017
BSE 00:00 | 31 Dec Cochin Malabar Estates & Industries Ltd
NSE 05:30 | 01 Jan Cochin Malabar Estates & Industries Ltd
OPEN 58.80
PREVIOUS CLOSE 58.80
VOLUME 200
52-Week high 58.80
52-Week low 45.00
P/E
Mkt Cap.(Rs cr) 10
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 58.80
CLOSE 58.80
VOLUME 200
52-Week high 58.80
52-Week low 45.00
P/E
Mkt Cap.(Rs cr) 10
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Cochin Malabar Estates & Industries Ltd. (COCHINMALABAR) - Director Report

Company director report

TO THE MEMBERS

Your Directors present the 88th Annual Report together with Audited FinancialStatements of the Company for the financial year ended 31st March 2018.

FINANCIAL PERFORMANCE:

31.03.2018 31.03.2017
Profit /(Loss) for the year before Depreciation (2882245) (4913467)
Deduct : Depreciation 30268 32472
Profit /(Loss) before Tax (2912513) (4945939)
Deduct : Provision for Corporate Taxation - -
Net Profit /(Loss) (2912513) (4945939)
Add : Balance of Profit /(Loss) brought forward from previous year (21970404) (17024465)
Balance Carried to Balance Sheet (24882917) (21970404)

DIVIDEND:

In view of accumulated losses your Directors regret their inability to propose anydividend for the year ended 31st March 2018.

OPERATIONAL REVIEW:

The Rubberwood Factory has not been in operation for nearly 20 years pursuant to noticereceived from the Deputy Conservator of Forests (Protection) Trivandrum. The Company iscontemplating some plans based on the availability of fixed assets of the Company andbased on which going concern status of the Company is maintained.

PUBLIC DEPOSITS

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. 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 R.K. Gupta Wholetime Director willretire by rotation at the forthcoming Annual General Meeting and being eligible offershimself for re-appointment. The Board recommends his re-appointment to the members of theCompany in the ensuing Annual General Meeting.

During the year Shri R.K. Gupta Wholetime Director and Shri A.K. Ruia Chief FinancialOfficer continued to be the Key Managerial Personnel of the Company.

Shri Hemant Bangur was appointed as an Additional Director of the Company during theyear who holds office upto the conclusion of the ensuing Annual General Meeting and beingeligible offers himself for appointment as a NonExecutive Promoter Director of the Companyas per the provisions of Section 161 and other applicable provisions of the Companies Act2013. The Company has received requisite notice in writing from a member proposing ShriHemant Bangur for appointment as Non-Executive Promoter Director of the Company.

Shri P.J. Bhide's term as an Independent Director on the Board of the Company expiredat the last Annual General Meeting of the Company. However he continues to be aNon-Executive Director of the Company.

During the financial year ended 31st March 2018 four Board Meetings were held on 3rdMay 2017 28th August 2017 1st December 2017 & 9th February 2018. The interveninggap between any two meetings was within the period prescribed by the Companies Act 2013.

Independent Directors have submitted their disclosures to the Board that they meet thecriteria as stipulated in Section 149(6) of the Companies Act 2013 and in accordance withRegulation 16(1)(b) of the SEBI (LODR) Regulations 2015. None of the IndependentDirectors are liable to retire by rotation.

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 9th February2018 to review the performance of Non-Independent Directors and the Board as whole. TheIndependent Directors also reviewed the quality content and timeliness of the flow ofinformation between the Management and the Board and its Committees which is necessary toeffectively and reasonably perform and discharge their duties.

COMMITTEES OF THE BOARD

Audit Committee

The Audit Committee comprises of two Independent Non-Executive Directors and oneNon-Executive Director namely Shri B.L. Surana Smt. Tara Purohit & Shri P.J. Bhiderespectively as on 31st March 2018.

The Committee met 4 times during the year on 3rd May 2017 28th August 2017 1stDecember 2017 & 9th February 2018. The attendance of the Members at the AuditCommittee Meetings is as under :

Name of the Director Status No. of meetings entitled to attend No. of meetings attended
Shri B.L. Surana Chairman 4 4
Smt. Tara Purohit * Member 2 2
Shri P.J. Bhide Member 4 4
Shri C.P. Sharma # Member 2 2

*w.e.f. 1st September 2017 # upto 1st September 2017 NOMINATION & REMUNERATIONCOMMITTEE

The Nomination & Remuneration Committee comprises of two Independent Non-ExecutiveDirectors and one NonExecutive Director namely Shri B.L. Surana Smt. Tara Purohit &Shri P.J. Bhide respectively as on 31st March 2018.

During the year under review the Committee met twice on 3rd May 2017 & 28thAugust 2017. The attendance of the Members at the Nomination & Remuneration CommitteeMeetings is as under :

Name of the Director Status No. of meetings entitled to attend No. of meetings attended
Shri B.L. Surana Chairman 2 2
Smt. Tara Purohit * Member - -
Shri P.J. Bhide Member 2 2
Shri C.P. Sharma # Member 2 2

*w.e.f. 1st September 2017 # upto 1st September 2017 STAKEHOLDERS RELATIONSHIPCOMMITTEE

The Stakeholders Relationship Committee comprises of One Non-Executive Director oneIndependent Non-Executive Director and one Wholetime Director namely Shri P.J. BhideShri B.L. Surana & Shri R.K. Gupta respectively.

During the year under review 8 (Eight) Stakeholders' Relationship Committee Meetingwas held on 14th September 2017 12th October 2017 2nd November 2017 30th November2017 7th December 2017 11th January 2018 1st February 2018 & 15th March 2018.The attendance of the Members at the Stakeholders' Relationship Committee Meetings is asunder :

Name of the Director Status No. of meetings entitled to attend No. of meetings attended
Shri P.J. Bhide Chairman 8 8
Shri B.L. Surana Member 8 8
Shri R.K. Gupta Member 8 8

NOMINATION AND REMUNERATION POLICY

For maintaining the independence of the Board and separate its functions andmanagement Company's policy is to have an appropriate combination of Executive andIndependent Directors. As on March 31 2018 the Board consists of 6 members of which 5are Non-Executive Directors (NED) and 1 is Wholetime Director. The Board has 2 IndependentNED (inclusive of 1 Woman Director) 1 Promoter Non-Executive Director 2 Non-ExecutiveDirector and 1 Wholetime Director. The need for change in its composition and size areevaluated periodically. The remuneration paid to the Directors is as per the terms laidout in the Nomination and Remuneration Policy of the Company which is available at thewebsite of the Company i.e. www.cochinmalabar.in.

Category Name of Directors
Promoter Director
Non-Executive Director Shri Hemant Bangur
Executive Director Shri R.K. Gupta
Wholetime Director
Independent Non-Executive Directors Shri B.L. Surana
Smt. Tara Purohit
Non-Executive Non-Independent Director Shri P.J. Bhide
Shri C.P. Sharma

BOARD EVALUATION

The Board of Directors have evaluated its Committees Individual Directors (i.e.Executive & Non-Executive Director) and the Board itself. The Nomination &Remuneration Committee have also evaluated the individual performance of each Director andfound it satisfactorily.

CORPORATE GOVERNANCE

The Company is having a Paid-up equity share capital not exceeding ' 10 crore andNetworth not exceeding ' 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.

DIRECTORS' RESPONSIBILITY STATEMENT:

The financial statements have been prepared in accordance with the Indian AccountingStandards ("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 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 March 31 2018 and of the losses of theCompany 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.

RELATED PARTY TRANSACTIONS:

All the related party transactions are entered on arm's length basis and are incompliance with the applicable provisions of the Act and SEBI (LODR) Regulations 2015.There are no materially related party transactions made by the Company with promotersdirectors or key managerial personnel etc. during the year which might have potentialconflict with the interest of the Company at large. A statement of all related partytransactions is placed before the Audit Committee for approval. The details of thetransactions with the related parties are provided in the Company's Financial Statement.Note No. 26.

AUDITORS & AUDITORS' REPORT:

Statutory Auditors

M/s. Singhi & Co. Chartered Accountants were appointed as Statutory Auditors ofthe Company at the Annual General Meeting held on September 22 2015 to hold office tillthe conclusion of the Annual General Meeting for the Financial Year 2018-19 subject toratification of their appointment by the shareholders every year. They have confirmedthat they are not disqualified from continuing as Auditors of the Company. The Ministry ofCorporate Affairs vide its Notification dated 7th May 2018 has dispensed with therequirement of ratification of Auditor's appointment by the shareholders every year.Hence the resolution relating to ratification of Auditor's appointment is not included inthe Notice of the ensuing Annual General Meeting.

There is no qualification reservation or adverse remark made by the Auditors in theirreports to the Standalone Financial Statements for the Financial Year ended 31st March2018.

Secretarial Auditors

The Board of Directors of the Company had appointed Mrs. Sweety Kapoor PracticingCompany Secretary to carry out secretarial audit for the financial year 2017-18 in termsof the provisions of Section 204(1) of the Companies Act 2013 and Rules made thereunder.The Secretarial Audit Report for the Financial Year 2017-18 is provided in Annexure - 1forming part of this report. The Directors would like to state about the observation ofthe Secretarial Auditor for nonappointment of Company Secretary in the Company - TheCompany is in the process of appointing Company Secretary as required under the provisionsof the Companies Act 2013.

The Board has reappointed Mrs. Sweety Kapoor Practicing Company Secretary asSecretarial Auditors of the Company for the Financial Year 2018-19.

ANNUAL RETURN:

In accordance with the provisions of Section 134(3)(a) of the Companies Act 2013 anextract of the Annual Return as required under Section 92(3) of the Companies Act 2013and 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 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/whistle_blower.pdf

INTERNAL FINANICAL CONTROL:

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.

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.

RISK MANAGEMENT:

The Board periodically reviews the risks and suggests steps to be taken to control andmitigate the same through a properly defined frame work.

OTHER DISCLOSURES

i) There were no material changes and commitments affecting the financial position ofthe Company occurring between 31st March 2018 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.

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.

CORPORATE SOCIAL RESPONSIBILITY (CSR) OF THE COMPANY:

Pursuant to the provisions of Section 135 of the Companies Act 2013 CSR policy doesnot apply to your Company. Accordingly your Company has not formed CSR Committee.

COMPLIANCE OF SECRETARIAL STANDARDS:

Your Company has complied with the applicable provisions of the Secretarial Standards -(SS-1) & (SS-2) on Meetings of the Board of Directors and General Meetings issued bythe Institute of Company Secretaries of India.

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 2017-18 : 1:1.

2. The percentage increase in remuneration of Managing Director Chief FinancialOfficer and Company Secretary if any in the Financial Year 2017-18 : NIL.

3. The percentage increase in the median remuneration of employees in the Financialyear 2017-18 : NIL.

4. Number of permanent employees on the roll of the Company as on March 31 2018 : 2.

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 ended31/03/2018 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.

ACKNOWLEDGEMENT:

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)
7th May 2018 Director Director