TO THE MEMBERS
Your Directors have pleasure in presenting their 87th Annual Report with AuditedAccounts of the Company for the year ended 31st March 2017.
|FINANCIAL PERFORMANCE: || ||(Amount in Rs.) |
| ||31.03.2017 ||31.03.2016 |
|Profit /(Loss) for the year before Depreciation ||(4913467) ||(1588954) |
|Deduct : Depreciation & Amortization ||32472 ||687997 |
|Profit /(Loss) before Tax ||(4945939) ||(2276951) |
|Deduct : Provision for Corporate Taxation ||- ||- |
|Net Profit /(Loss) ||(4945939) ||(2276951) |
|Add : Balance of Profit /(Loss) brought forward from previous year ||(17024465) ||(14747514) |
|Balance Carried to Balance Sheet ||(21970404) ||(17024465) |
In view of accumulated losses your Directors regret their inability to propose anydividend for the year ended 31st March 2017.
The Rubberwood Factory has not been in operation for nearly 19 years pursuant to noticereceived from the Deputy Conservator of Forests (Protection) Trivandrum. Based on themanagement estimates impairment loss to the extent of Rs. 12263325 was providedin an earlier year on Fixed Assets (excluding land) of Rubberwood Factory considering thenet realizable value.
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 particulars of loans guarantees and investments have been disclosed in thefinancial statements of the Company.
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 the SEBI (LODR) Regulations2015. There are no materially significant related party transactions made by the Companywith promoters directors or key managerial personnel etc. during the year which mighthave potential conflict with the interest of the Company at large.
A statement of all related party transactions is placed before the Audit Committee forapproval.
The details of the transactions with the related parties are provided in the Company'sFinancial Statement.
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 Director will retire byrotation at the forthcoming Annual General Meeting and being eligible offers himself forre-appointment.
During the year the Company had two Key Managerial Personnel being Shri R.K. GuptaWholetime Director and Shri A.K. Ruia Chief Financial Officer.
During the financial year ended 31st March 2017 four Board Meetings were held on 13thMay 2016 11th August 2016 11th November 2016 & 7th February 2017. Theintervening gap between any two meetings was within the period prescribed by the CompaniesAct 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. In accordance with theprovisions of the Companies Act 2013 none of the Independent Directors are liable toretire 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 7th February2017 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
The Audit Committee comprises of two Independent Non-Executive Directors and oneNon-Executive Director namely Shri P.J. Bhide Shri B.L. Surana & Shri C.P. Sharmarespectively.
The Committee met 4 times during the year on 13th May 2016 11th August 2016 11thNovember 2016 & 7th February 2017.
Nomination & Remuneration Committee
The Nomination & Remuneration Committee comprises of two Independent Non-ExecutiveDirectors and one Non-Executive Director namely Shri P.J. Bhide Shri B.L. Surana &Shri C.P. Sharma respectively.
No meeting was held during the year.
Stakeholders Relationship Committee
The Stakeholders Relationship Committee comprises of two Independent Non-ExecutiveDirectors and one Wholetime Director namely Shri P.J. Bhide Shri B.L. Surana & ShriR.K. Gupta respectively.
During the year under review the Committee met thrice on 23rd September 2016 28thDecember 2016 & 9th February 2017.
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 2017 the Board consists of 5 members of which 4are Non-Executive Directors (NED) and 1 is Wholetime Director. The Board has 3 IndependentNED (inclusive of 1 Woman Director) one Non-Executive Director and 1 Wholetime Director.The need for change in its composition and size are evaluated periodically. Theremuneration paid to the Directors is as per the terms laid out in the Nomination andRemuneration Policy of the Company which is available at the website of the Company.
The evaluation of all the Directors and the Board as a whole was conducted and theBoard approved the evaluation results as collated by the nomination and remunerationcommittee.
None of the Independent Directors are due for re-appointment.
In accordance with Regulation 15(2) of the SEBI (LODR) Regulations 2015 thecompliance with the provisions of Corporate Governance are non-mandatory for the Company.The Board remains committed to maintain the highest standards of Corporate Governance andhas implemented several good practices as prevalent in the industry.
DIRECTORS' RESPONSIBILITY STATEMENT:
The financial statements are prepared in accordance with the Accounting Standards asprescribed under Section 133 of the Companies Act 2013 read with Rule 7 of the Companies(Accounts) Rules 2014. There are no material departures from prescribed AccountingStandards in the adoption of these standards.
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 departure;
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 2017 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.
AUDITORS & AUDITORS' REPORT:
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. Theappointment of M/s. Singhi & Co. Chartered Accountants as Statutory Auditors of theCompany is placed for ratification by the shareholders. M/s. Singhi & Co. CharteredAccountants have confirmed that their appointment shall be within the limits and inaccordance with the provisions of Section 141 of the Companies Act 2013. The StatutoryAuditors have submitted the Peer Review certificate issued to them by the Institute ofChartered Accountants of India (ICAI).
The Board of Directors of the Company had appointed Mrs. Sweety Kapoor PracticingCompany Secretary to carry out secretarial audit for the financial year 2016-17 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 2016-17 is provided in Annexure - 1forming part of this report. The observation of the Secretarial Auditor in her SecretarialAudit Report is self explanatory.
The Board has reappointed Mrs. Sweety Kapoor Practicing Company Secretary asSecretarial Auditors of the Company for the Financial Year 2017-18.
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.
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.
The Board periodically reviews the risks and suggests steps to be taken to control andmitigate the same through a properly defined frame work.
i) There were no material changes and commitments affecting the financial position ofthe Company occurring between 31st March 2017 and the date of this Report.
ii) There is no change in the 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.
PARTICULARS OF EMPLOYEES:
The information required pursuant to Section 197 read with Rule 5 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect of employeesof the Company will be provided upon request. In terms of Section 136 of the Act theReport and Accounts are being sent to the Members and others entitled thereto excludingthe information on employees' particulars which is available for inspection by the Membersat the Registered Office of the Company during business hours on working days of theCompany up to the date of the ensuing Annual General Meeting.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO:
Your Company did not have any manufacturing activity during the current Financial Yearended 31/03/2017 and as such information in accordance with the provisions of clause (m)of Sub-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.
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) ||(R.K. Gupta) |
|3rd May 2017 ||Director ||Wholetime Director |