Cosboard Industries Ltd.
Your Directors are pleased to present herewith the 39th Annual Report on thebusiness and operations of your Company and the Audited Financial Statements of theCompany for the year ended 31st March 2019 together with the Auditors Reportthereon.
KEY FINANCIAL HIGHLIGHTS :
The Company's financial performance for the financial year ended March 31 2019 issummarized below:
| ||Year ended 31.03.2019 ||Year ended 31.03.2018 |
|' in Lakhs ||'in Lakhs |
|Income ||3206.60 ||10949.47 |
|Profit/(Loss) before Depreciation& Amortization expenses Interest Exceptional Item ||(329.24) ||1255.97 |
|Less: Interest ||270.01 ||882.71 |
|Depreciation& Amortization expenses ||270.29 ||272.99 |
|Exceptional Item ||0.00 ||0.00 |
|Profit/(Loss) before Tax ||(869.54) ||100.27 |
|Less: Tax expenses (Net) ||14.03 ||51.79 |
|Profit/(Loss) after Tax ||(883.57) ||48.48 |
|Add : Balance brought forward from the previous year ||79.07 ||30.24 |
|Add: Past year adjustment ||(144.01) ||0.35 |
|Carried forward to next year ||(948.51) ||79.07 |
FINANCIAL PERFORMANCE & HIGHLIGHTS:
The sales turnover of the Company for the year was Rs. 3206.60 Lakhs as compared toprevious year Rs. 10949.47 lakhs and there is decrease in Turnover by 70.71.%. Productionfor the year was 5029.400 M.T. as compared to previous year 18167.900 M.T. and there isdecrease in Production by 72.31%. But during the year Trade Turnover was Rs. 1681.46 Lakhsas compared to previous year 5526.43 lakhs and there is decrease in trade turnover by69.57%.For your kind information the plant was not working properly
during the year due to breakdown of Boiler frequent maintenance of Plant &Machinery and Effluent treatment Plant labour strike. This resulted in losses.
As there is a loss during the financial year no dividend is recommended for thefinancial year 2018-2019. AMOUNT TRANSFERRED TO RESERVE
As there is also during the year of Rs. 883.58 Lacs there no amount has been proposedto be transferred to General Reserves.
HUMAN RESOURCES DEVELOPMENT:
The Company continues its focus on development of human resource. The relations of themanagement with employees during the year continued to be cordial. Learning anddevelopment has been strengthened to bring value addition in the employee and to enhanceTeam Building leading towards success. The Company focuses on providing the employeesmotivating work environment and excellent career development opportunities.
ENVIRONMENT HEALTH AND SAFETY
The Company accords the highest importance to Environment Health and Safety (EHS).Continuous investment in infrastructure skill building and systems is done to ensure thatthe EHS of the company is maintained at the highest standards.
The Management of the Company is quality conscious and attaches utmost importance tothe quality of the products. The Company continues to maintain industry-best standards inmanaging the quality of its products and services.
FINANCE & ACCOUNTS:
(i) Fixed Deposits:
During the year under review the company has not accepted any Fixed Deposits withinthe meaning of Section 73 and 74 of the Companies Act 2013 during the period underreview.
(ii) Income Tax Assessments:
The Company has not received any Assessment order / nor intimation U/S 143(1) of theIncome Tax Act 1961 during the Financial Year 2018-2019.
SUBSIDIARY JOINT VENTURES AND ASSOCIATE COMPANIES:
Your Company has neither any Subsidiary nor Joint Venture nor Associate Company. Duringthe year under review none of the Companies have become or ceased to be Company'sSubsidiaries Joint Ventures or Associate Companies.
APPOINTMENT AND RESIGNATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
In accordance with the provisions of the Companies Act 2013 and Articles ofAssociation of the Company Mr. Suresh Babu Chava (DIN: 02161692) Director of theCompany has resigned from the Company w.e.f 24/09/2018.
Also Mr. Inderpal Singh Pasricha (DIN: 00016273) Independent Non- Executive Directorof the Company has resigned from the post of Directorship vide his resignation letterdated 26/03/2019 which has been approved in the Board Meeting held on 24/04/2019 also onthe same day Mr. Dayanidhi Biswal (DIN: 08431382) was appointed as Additional IndependentNon-Executive Director of the Company who shall hold office until the conclusion of the 39thAGM of the Company.
The Directors recommend regularization of the appointment of Mr. Dayanidhi Biswal atthe ensuring 39th Annual General Meeting.
EXTRACT OF ANNUAL RETURN:
The extract of the Annual Return in Form MGT-9 in accordance with Section 92(3) of theCompanies Act 2013 read with the Companies (Management and Administration) Rules 2014are set out herewith as Annexure- A to this report.
MANAGEMENT DISCUSSION & ANALYSIS REPORT:
Detailed Management Discussion and Analysis is enclosed by way of Annexure 'B' to thisreport. DIRECTORS' RESPONSIBILITY STATEMENT:
In terms of Section 134(5) of the Companies Act 2013 in relation to the auditedfinancial statements of the Company for the year ended 31st March 2019 theBoard of Directors hereby confirms that:
(a) in the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;
(b) they had selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the company at the end of the financial year and of the profitand loss of the Company for that period;
(c) they have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;
(d) they have prepared the annual accounts on a going concern basis; and
(e) they have laid down internal financial controls to be followed by the Company andthat such internal financial controls are adequate and operating effectively;
(f) they have devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems are adequate and operating effectively.
As per provisions of Regulation 15(2) of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 compliance with the provisions of the CorporateGovernance are not applicable to the Companies having paid up equity share capital notexceeding Rs. 10 Crore and Net Worth not exceeding Rs. 25 Crore as on the last day ofprevious financial year or on the Companies listed on SME Exchange. Thus the Company isnot falling into the ceiling limit therefore no reporting is required to be done underthe aforesaid provision.
CORPORATE SOCIAL RESPONSIBILITY:
Your Company does not fall in the criteria mentioned under Section 135 of the CompaniesAct 2013 for applicability of the provisions of Corporate Social Responsibility. Hencethe Company is not required to constitute CSR Committee and to comply with otherprovisions of Section 135 of the Companies Act 2013 read with the Companies (CorporateSocial Responsibility Policy) Rules 2014.
CONSERVATION OF ENERGY TECHNOLOGY & FOREIGN EXCHANGE EARNINGS AND OUTGO:
Pursuant to Section 134(3)(m) of the Companies Act 2013 read with the Companies(Accounts) Rules 2014 information on conservation of energy is given in the Annexure 'C'to this Report. There is no Research & Development activity no import of technologyor foreign exchange earnings or outgo hence details of the same are not annexed to thisreport.
RETIREMENT BY ROTATION:
None of the Directors are liable to retire by rotation during the reporting period.
NUMBER OF MEETINGS OF THE BOARD
During the F.Y 2018-19 6 (Six) meetings of the Board of Directors were held on28/05/2018 19/07/2018 13/08/2018 28/09/2018 12/11/2018 and 08/03/2019.
COMPOSITION OF BOARD OF DIRECTORS AND KMP
|Name of the Directors ||Designation ||DIN/PAN |
|1 Shiv Shankar Taparia ||Managing Director ||00566650 |
|2 Anil Kumar Gilra ||Whole Time Director ||00883125 |
|3 Inderpal Singh Pasricha(*) ||Non- Executive Independent Director ||00016273 |
|4 Akram Abu ||Non- Executive Independent Director ||07823398 |
|5 Rekha Bhawsinka ||Non- Executive Independent Woman Director ||06625873 |
|6 Ashok Kumar Jena ||Chief Financial Officer ||AORPJ1544F |
|7 Alka Jain ||Company Secretary ||BKRPJ6649G |
* Mr. Inderpal Singh Pasricha had resigned from the post of Directorship vide hisresignation letter dated 26/03/2019 with immediate effect and the same was approved inthe board meeting duly held on 24th April 2019.
COMMITTEES OF THE BOARD
The Company has several Committees which have been constituted in compliance with therequirements of the relevant provisions of applicable laws and statutes.
The Company has following Committees of the Board comprising of Directors and / orExecutives of the Company:
^ Audit Committee which comprises of two Independent Directors i.e. Mr. Abu Akram(Chairman of Committee) and Mr. Inderpal Singh Pasricha (Member) and one executiveDirector Mr. Shiv Shankar Taparia (Member).
During the financial year 4 (Four) Meetings were held on following dates; 28/05/201813/08/2018 12/11/2018 and 08/03/2019.
^ Stakeholders Relationship Committee which comprises of two Independent Directors i.e. Mr. Abu Akram (Chairman of Committee) and Mr. Inderpal Singh Pasricha (Member) and oneExecutive Director Anil Kumar Gilra (Member).
^ Risk Management Committee which comprises of Mr. Shiv Shankar Taparia (Chairman ofCommittee) and Mr. Anil Kumar Gilra. (Member).
^ Internal Complaints Committee which comprises of Mr. Rekha Bhawsinka (PresidingOfficer) Elizuba John (Member) and Mary Jose (Member)
^ Nomination & Remuneration Committee which comprises of three Non-executiveDirectors out of which two are Independent Directors Mr. Abu Akram (Chairman ofCommittee) Mr. Inderpal Singh Pasricha (Member) and Mr. Suresh Babu Chava (Member) whoresigned from the post of Directorship w.e.f 24/09/2018.
^ Committee of Independent Directors which comprises of three Independent Directorsnamely Mr. Abu Akram Mr. Inderpal Singh Pasricha and Mrs. Rekha Bhawsinka.
During the period 2018-19 the Evaluation cycle has been carried out which included theEvaluation of the Board as a whole Board Committees and Directors. The exercise was ledby the Independent Directors of the Company. The Evaluation process focused on variousaspects of the Board and Committees functioning such as composition of the Board andCommittees experience and competencies performance of specific duties and obligationsgovernance issues etc. Separate exercise was carried out to evaluate the performance ofindividual Directors on parameters such as attendance contribution and independentjudgment.
Mr. Anil Kumar Gilra carried out the Board evaluation and other matters and informedthat all parameters has been maintained.
VIGIL MECHANISM/WHISTLE BLOWER POLICY FOR THE DIRECTORS AND EMPLOYEES
Your Company believes in promoting a fair transparent ethical and professional workenvironment. The Board of Directors of the Company pursuant to the provisions of Section177 of the Companies Act 2013 and SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 has framed "Vigil - Mechanism/ Whistle Blower Policy" forDirectors and employees of the Company for reporting the genuine concerns or grievances orcases of actual or suspected fraud or violation of the Company's code of conduct andethics policy.
PARTICULARS OF EMPLOYEES REMUNERATION
(A) The statement containing particulars of employees as required under Section 197(12) of the
Companies Act 2013 read with Rule 5(2) of the Companies (Appointment and Remunerationof Managerial Personnel) Rules 2014 is not being sent as the Company has no such employeewho falls under the criteria specified in the said Rules.
(B) The ratio of the remuneration of each Director to the median employee'sremuneration and other details in terms of Section 197 (12) of the Companies Act 2013read with Rule 5(1) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 are forming part of this Report as Annexure D.
CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES
All contracts / arrangements / transactions entered by the Company during the FinancialYear / period with related parties were in the Ordinary Course of Business and on arm'slength basis.
The Company has related party transactions relating to the financial year 2018-19 whichis attached with Board Report in Form No. AOC-2 given in Annexure E.
Your Directors draw attention of the members to Note 33 to the Financial Statementswhich sets out related party disclosures.
During the period under review your Directors informed that Risk Management Committeehave already been formed wherein all material Risks faced by the Company will beidentified and assessed. For each of the risks identified corresponding controls areassessed and policies and procedures are put in place for monitoring mitigating andreporting risk on a periodic basis.
INTERNAL FINANCIAL CONTROL SYSTEMS
Details of the Internal Financial Control Systems is explained in the "ManagementDiscussion and Analysis" as Annexure 'B' to this report.
The properties stocks stores assets etc. belonging to the Company continue to beadequately insured against fire riot civil commotion etc.
DEMATERIALIZATION OF SHARES
The Company's shares are listed on BSE Limited and the Company's Registrar and ShareTransfer Agents have connectivity with National Securities Depository Ltd. & CentralDepository Services (India) Ltd. The ISIN is INE496D01016 as on March 31 2019 totaldematerialized equity shares are 3617425 representing 84.25% of the total paid up sharecapital of the company..
The Company has its website namely www.cosboard.com. The website provides detailedinformation about the business activity locations of its offices. The Quarterly ResultsAnnual Reports and Shareholding patterns and various policies are placed on the website ofthe Company and the same are updated periodically.
MEANS OF COMMUNICATION
The Company has designated Registrar & Share Transfer Agentinfo@bigshareonline.com as an email id for the purpose of registering complaints byinvestors and displayed the same on the website of the Company.
The Existing Statutory Auditor M/s. D. M. Rao & Co. Chartered Accountants termexpires for the year ending 31.03.2019 and shall vacate office after conclusion of AnnualGeneral Meeting to be held this year for the Financial Year 2018-19. The Company hasreceived Consent letter from M/s. D.M. Rao & Co. Chartered Accountants for conductingstatutory audit and comply with other statutory compliances for the financial year 2019-20to 2020-21 and to the effect that their appointment if made would be within theprescribed limits under Section 139 and other applicable provisions if any of theCompanies Act 2013. The members are requested to appoint the Auditors and authorize theBoard to fix their remuneration.
The notes forming part of the accounts referred in the Auditors' Report are selfexplanatory and give complete information. There are no qualifications reservation oradverse remarks made by statutory auditors in the Audit Report.
COST AUDITOR AND COST AUDIT REPORT
M/s. RAY NAYAK & ASSOCIATES Cost Accountants have been duly appointed as CostAuditors for conducting Cost Audit in respect of cost records for manufacturing Paper andPaper Board for current financial year ending March 2019. They were also the cost auditorsfor the previous period ended March 2018. As required by Section 148 of the Companies Act2013 necessary resolution has been included in
the Notice convening the Annual General Meeting seeking ratification by the Members tothe remuneration proposed to be paid to the Cost Auditors for the financial year endingMarch 2020.
The Cost Audit Reports for the financial year ended March 2019 shall be filed withinthe stipulated time.
SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT
In terms of Section 204 of the Companies Act 2013 read with the Companies (Appointmentand Remuneration of Managerial Personnel) Rules 2014 Board has appointed M/s. PrakashSahoo & Associates Company Secretaries Rourkela to conduct Secretarial Audit forthe financial year 2018-19. The report of the Secretarial Auditors together with theexplanations of the management on the qualifying remarks of Secretarial Auditors isenclosed as Annexure-G to this Board Report.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS BY COMPANY
The Company has not given Loans guarantees and investments covered under theprovisions of Section 186 of the Companies Act 2013.
Your Directors wish to place on record their deep sense of appreciation for thecommitted services by the Company's executives staff and workers.
Your Directors also place on record their sincere appreciation for the assistance andco-operation received from the banks customers suppliers and the shareholders from timeto time.
| || |
BY ORDER OF THE BOARD OF DIRECTORS
|Place: Cuttack Date: 13.08.2019 ||SHIV SHANKAR TAPARIA MANAGING DIRECTOR DIN:00566650 ||ANIL KUMAR GILRA WHOLE TIME DIRECTOR DIN:00883125 |