You are here » Home » Companies » Company Overview » Cosboard Industries Ltd

Cosboard Industries Ltd.

BSE: 530859 Sector: Industrials
NSE: N.A. ISIN Code: INE496D01016
BSE 00:00 | 02 Aug Cosboard Industries Ltd
NSE 05:30 | 01 Jan Cosboard Industries Ltd
OPEN 2.41
PREVIOUS CLOSE 2.30
VOLUME 516
52-Week high 2.41
52-Week low 0.00
P/E
Mkt Cap.(Rs cr) 1
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 2.41
CLOSE 2.30
VOLUME 516
52-Week high 2.41
52-Week low 0.00
P/E
Mkt Cap.(Rs cr) 1
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Cosboard Industries Ltd. (COSBOARDINDS) - Director Report

Company director report

To

The Members

Cosboard Industries Ltd.

(Undergoing CIRP under IBC)

Your Directors are pleased to present herewith the 41st Annual Report on thebusiness and operations of your Company and the Audited Financial Statements of theCompany for the year ended 31st March 2021 together with the Auditors Reportthereon.

KEY FINANCIAL HIGHLIGHTS:

The Company's financial performance for the financial year ended 31stMarch 2021 is summarized below:

Particulars Year ended 31.03.2021 Year ended 31.03.2020
Revenue from operations - 14066674
Other income - 1696277
Expenses during the Year 35155840 69895510
Profit/(Loss) before Tax (35155840) (54132559)
Exceptional Items - 344037128
Less: Tax expenses (Net) 215566 215566
Profit/(Loss) after Tax (35371406) (398385253)
Earnings per Share (Basic and Diluted) (8.24) (92.78)

PROCEDDINGS OF CORPORATE INSOLVANCY RESOLUTION PROCESS UNDER INSOLVENCY ANDBANKRUPTCYCODE 2016 (IBC) A.

M/s Cos Board Industries Limited ("Abbreviated term" or "the CorporateDebtor") incorporated in 30/12/1980 Corporate Debtor has COS Board IndustriesLimited is engaged into manufacturing marketing and distributing paper product. TheHonble National Company Law Tribunal ("NCLT") 16.12.2019 vide order no. CP(IB)NO. 44/CTB/2019 dated 16.12.2019 commenced Corporate Insolvency Resolution Process in thematter of (Abbreviated term of the CD) under the provisions of Insolvency and BankruptcyCode 2016 ("IBC"); wherein Mr. Umesh Chandra Sahoo had been appointed as theInterim Resolution Professional.

The Committee of Creditors at its first meeting held on 24/01/2020 resolved to continuethe appointment of Mr. Umesh Chandra Sahoo as the Resolution Professional of theCorporate Debtor. Further the tenure of Resolution Professional i.e. Mr. Umesh ChandraSahoo has been extended to 02nd July 2022.

The Committee of Creditors ("CoC") through Resolution Professional("RP") is in the process of identifying Resolution Applicant(s) for (Abbreviatedterm of the CD). Details regarding the Expression of Interest is available on the websiteof the Company i.e https://www.cosboard.com/

COVID 19

In the last month of FY 2020-2021 the COVID-19 pandemic developed rapidly into aglobal crisis forcing governments to enforce lockdowns of all economic activity invarious areas of the country. Therefore to ensure the safety and wellbeing of employeesworkmen and all stakeholders the company was temporarily closed the manufacturing andthereafter operated with 50% employee capacity other operations. Further the Companyresumed partial operations with limited workforce subject to the conditions prescribed bythe Government/Local Authorities.

FINANCIAL PERFORMANCE & HIGHLIGHTS:

The sales turnover of the Company for the year was NIL as compared to previous year Rs.14066674.

DIVIDEND:

In view of the losses incurred by the Company and the liquidation proceedings underIBC the Board of Directors of the Company has not recommended any dividend for thefinancial year under review. As the Company has incurred losses during the year no amounthas been transferred to reserves for the financial year 2020-2021.

AMOUNT TRANSFERRED TO RESERVE

During the year under review the Company has not transferred any amount to 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.

QUALITY

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 2020-2021.

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

During the financial year there were no change in composition of Board of Directorsand Key Managerial Personnel of your Company. However in accordance with the provisionsof the Companies Act 2013 and Articles of Association of the Company Mr. Inderpal SinghPasricha (DIN: 00016273) Independent Non- Executive Director of the Company has resignedfrom the post of Directorship vide his resignation letter dated 26/03/2019 which has beenapproved in the Board Meeting held on 24/04/2019 and Mr. Dayanidhi Biswal (DIN: 08431382)was appointed as Independent Non-Executive Director of the Company with effect from24/04/2019

MANAGEMENT DISCUSSION & ANALYSIS REPORT:

Detailed Management Discussion and Analysis is enclosed by way of Annexure 'A' tothis report.

DIRECTORS' RESPONSIBILITY STATEMENT:

The Hon'ble National Company Law Tribunal (NCLT) had admitted the petition forinitiating the Corporate Insolvency Resolution (CIR) Process under the provisions of theInsolvency Bankruptcy Code 2016 (IBC). Further vide the aforesaid NCLT order (Communicatedon 16.12.2019). The power of the Board of Directors of the Company stood suspended.Furthermore Mr. Umesh Chandra Sahoo was appointed as the Resolution Professional.

In light of the aforesaid and pursuant to the requirements under sub section (3)(c) and(5) of Section 134 of the Companies Act 2013 with respect to Directors' ResponsibilityStatement it is hereby confirmed by the Resolution Professional 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.

CORPORATE GOVERNANCE:

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'B' to this Report. There is no Research & Development activity no import oftechnology or foreign exchange earnings or outgo hence details of the same are not annexedto this report.

GENERAL INFORMATION:

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 2020-21 6 (Six) meetings of the Board of Directors were held.

COMPOSITION OF BOARD OF DIRECTORS AND KMP

The Hon'ble National Company Law Tribunal (NCLT) had admitted the petition forinitiating the Corporate Insolvency Resolution (CIR) Process under the provisions of theInsolvency Bankruptcy Code 2016 (IBC). Further vide NCLT order no. CP(IB) NO. 44/CTB/2019dated 16.12.2019 and pursuant to Section 17 of the IBC the powers of the Board ofDirectors stood suspended and such powers were vested with the Interim ResolutionProfessional Mr. Umesh Chandra Sahoo.

COMMITTEES OF THE BOARD

The power of the Board of Directors of the Company stood suspended. Furthermore Mr.Umesh Chandra Sahoo was appointed as the Resolution Professional. The Company has severalCommittees which have been constituted in compliance with the requirements of the relevantprovisions 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. Dayanidhi Biswal (Member) and one executive Director Mr.Shiv Shankar Taparia (Member).

Stakeholders Relationship Committee which comprises of two Independent Directors i.e. Mr. Abu Akram (Chairman of Committee) and Mr. Dayanidhi Biswal (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) Ms. Shobha 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. Dayanidhi Biswal (Member) and one executive Director Mr. Shiv ShankarTaparia (Member)

Committee of Independent Directors which comprises of three Independent Directorsnamely Mr. Abu Akram Mr. Dayanidhi Biswal and Mrs. Rekha Bhawsinka.

BOARD EVALUATION

During the period 2020-21 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 andRemuneration of Managerial Personnel) Rules 2014 is not being sent as the Company has nosuch employee who 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 'C'.

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 2020-21which is attached with Board Report in Form No. AOC-2 given in Annexure 'D'.

Your Directors draw attention of the members to Note 41 to the Financial Statementswhich sets out related party disclosures.

RISK MANAGEMENT

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" to this report.

Sl. No. Name of the Directors Designation DIN/PAN
1 Shiv Shankar Taparia Managing Director 00566650
2 Anil Kumar Gilra Whole Time Director 00883125
3 Dayanidhi Biswal Non- Executive Independent Director 08431382
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. Ashok Kumar Jena has resigned from the post of Chief Financial Officer witheffect from 4th November 2019 vide his resignation letter to the Company.

**Ms. Aka Jain has resigned from her post with effect from 31.03.2020 but themanagement of the Company has not yet accepted the resignation.

INSURANCE

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 2021 totaldematerialized equity shares are 3624025 representing 84.40% of the total paid up sharecapital of the Company.

COMPANY'S WEBSITE

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.

STATUTORY AUDITOR

M/s D. M. Rao & Co. Chartered Accountants (Registration No. 006995S) wereappointed as the Statutory Auditors to hold office upto the conclusion of 41st AnnualGeneral Meeting (AGM). The Company subject to the approval of members in ensuring AGMhereby recommend and propose the reappointment of M/s D. M. Rao & Co. CharteredAccountants as the Statutory Auditors of the Company from the conclusion of 41st AnnualGeneral Meeting till the conclusion of 46th Annual General Meeting of the Company toexamine and audit the accounts of the Company on such remuneration as may be mutuallyagreed between the Board of Directors of the Company and the Auditors.

AUDITORS REPORT

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.

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. DeepakDhir & Associates Company Secretaries New Delhi to conduct Secretarial Audit forthe financial year 2020-21. The report of the Secretarial Auditors together with theexplanations of the management on the qualifying remarks of Secretarial Auditors isenclosed as Annexure-E 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.

DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION ANDREDRESSAL) ACT 2013

The Company has a policy on Prohibition/Prevention of Sexual Harassment of Women atworkplace and matters connected therewith or incidental covering thereto all the aspectsas contained in "The Sexual Harassment of Women at the Workplace (PreventionProhibition & Redressal) Act 2013.

Acknowledgement

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 (Power Suspended) For COSBOARD INDUSTRIES LTD (Undergoing CIRP)
(Shiv Shankar Taparia) Managing Director (Anil Kumar Gilra) Whole Time Director
DIN: 00566650 DIN: 00883125
Place: Cuttack Date: 08.09.2021 (Umesh Chandra Sahoo) Insolvency resolution Professional (IRP)
IBBI No- IBBI/IPA-002/IP-N00621/2018-19/11855

.