Cosboard Industries Ltd.
Your Directors are pleased to present herewith the 38th Annual Report on thebusiness and operations of your Company and the Audited Financial Statements of theCompany for the year ended 31st March 2018 together with the Auditors Reportthereon.
KEY FINANCIAL HIGHLIGHTS :
The Company's financial performance for the financial year ended March 312018 issummarized below:
| ||Year ended 31.03.2018 ||Year ended 31.03.2017 |
| ||' in Lakhs ||' in Lakhs |
|Income: ||10949.47 ||7726.22 |
|Profit/(Loss) before Depreciation& Amortization expenses Interest Exceptional Item ||1255.97 ||1097.93 |
|Less: Interest ||882.71 ||725.33 |
|Depreciation& Amortization expenses ||272.99 ||275.30 |
|Exceptional Item ||0.00 ||0.00 |
|Profit/(Loss) before Tax ||100.27 ||97.30 |
|Less: Tax expenses (Net) ||51.79 ||70.20 |
|Profit/(Loss) after Tax ||48.48 ||27.10 |
|Add : Balance brought forward from the previous year ||30.24 ||1.75 |
|Past year adjustment ||0.35 ||1.39 |
|Carried forward to next year ||79.07 ||30.24 |
FINANCIAL PERFORMANCE & HIGHLIGHTS:
The sales turnover of the Company for the year was 10949.47 lakhs as compared toprevious year 7726.22 lakhs and there is increase in Turnover by 41.72%. Production forthe year was 18167.900 M.T. as compared to previous year 18356.100 M.T. and there ismarginal decrease in Production by 1.03%. But during the year Trade Turnover was Rs.5526.43 lakhs as compared to previous year 2865.26 lakhs and there is increase in tradeturnover by 92.88%.
In order to conserve resources of the Company no dividend is recommended for thefinancial year 2017-2018.
AMOUNT TRANSFERRED TO RESERVE
Your Company proposes an amount of Rs.48.48 lacs is to be retained in the Statement ofProfit and Loss.
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 2017-2018.
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 Director of the Company will retire byrotation at the ensuing Annual General Meeting of the Company and being eligible offershimself for re-appointment. Your Director recommends his re-appointment as Director.
The Directors recommend regularization of their appointment at the ensuring AnnualGeneral Meeting.
Mr. Akram Abu and Mr. Inderpal Singh Pasricha were appointed as IndependentNon-Executive Director of the Company which was approved in the Board Meeting held on29.05.2017 and eventually Mr. Mahadev Rathi and Mr. Lalit Narayan Sarda the existingNon-Executive Independent Directors resigned and accepted in the same Board Meeting w.e.f29.05.2017.
Ms. Alka Jain was appointed as Company Secretary of the Company as Key ManagerialPersonnel in the Board Meeting held on 29.05.2017 and her effective date of appointmentwas 01.06.2017.
NOMINATION AND REMUNERATION POLICY
Nomination and Remuneration Committee has been formed has approved a Nomination andRemuneration Policy for the appointment and remuneration of the directors key managerialpersonnel (KMP) and other employees.
The Key Objectives of the Committee are:
a) To formulate guidelines in relation to appointment and removal of Directors KeyManagerial Personnel and Senior Management.
b) To evaluate the performance of the members of the Board and provide necessary reportto the Board for further evaluation of the Board.
c) To recommend to the Board the Remuneration payable to the Directors Key ManagerialPersonnel and Senior Management.
EXTRACT OF ANN UAL 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:
Detailed Management Discussion and Analysis is enclosed by way of Annexure B' tothis report.
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 2018 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 Regulation 34 (3) read with Schedule V of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 a separate section on Corporate Governancepractices followed by the Company together with a Certificate from Company Secretaryconfirming compliance is annexed as Annexure C'. 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. Henceyour 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 AnnexureD' 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.
DIRECTORS AND KEY MANAGERIAL PERSONNEL:
Your Board has reviewed the declarations made by the said Independent Directors and isof the view that they meet the criteria of Independence as provided in Section 149 of theCompanies Act 2013 and Rules made there under.
RETIREMENT BY ROTATION:
Pursuant to the Articles of Association of the Company and Section 152 of the CompaniesAct 2013. Mr. Suresh Babu Chava is due to retire by rotation at the 38th AnnualGeneral Meeting and being eligible have offered himself for re-appointment. NUMBER OFMEETINGS OF THE BOARD
During the F.Y 2017-18 7 (Seven) meetings of the Board of Directors were held detailsof the meetings held are provided in the Corporate Governance Report forming part of thisAnnual Report.
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).
> Stakeholders Relationship Committee which comprises of two Independent Directorsi. e. Mr. Abu Akram (Chairman of Committee) and Mr. Inderpal Singh Pasricha (Member) andone Executive Director Anil Kumar Gilra (Member).
> Risk Management Committee which comprises of Mr. Shiv Shankar Taparia (Chairman ofCommittee) and Mr. Anil Kumar Gilra. (Member).
> Internal Compliants Committee which comprises of Mr. Rekha Bhawsinka (PresidingOfficer) Elizuba John (Member) and Mary Jose (Member)
> Nomination & Remuneration Committee which comprises of three NonexecutiveDirectors out of which two are Independent Directors Mr. Abu Akram (Chairman ofCommittee) Mr. Inderpal Singh Pasricha (Member) and Mr. Suresh Babu Chava (Member).
> Committee of Independent Directors which comprises of three Independent Directorsnamely Mr. Abu Akram Mr. Inderpal Singh Pasricha and Mrs. Rekha Bhawsinka.
During the period 2017-18 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 E.
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 201718 whichis attached with Board Report in Form No. AOC-2 given in Annexure F.
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 2018 totaldematerialized equity shares are 3593325 representing 83.69%.
The Company has its website namely www.cosboard.com. The website providesdetailed information about the business activity locations of its offices. The QuarterlyResults Annual Reports and Shareholding patterns and various policies are placed on thewebsite of the Company and the same are updated periodically.
MEANS OF COMMUNICATION
The Company has designated Registrar & Share Transfer Agent firstname.lastname@example.org an email id for the purpose of registering complaints by investors and displayed thesame on the website of the Company.
AUDITORS AND AUDITOR'S REPORT:
The Existing Statutory Auditor M/s. BRR & Associates Chartered Accountants termexpires for the year ending 31.03.2018 and shall vacate office after conclusion of AnnualGeneral Meeting to be held this year for the Financial Year 2017-18. The Company hasreceived Consent letter from M/s. D.M. Rao & Co. Chartered
Accountants for conducting statutory audit and comply with other statutory compliancesfor the financial year 2018-19 and to the effect that their appointment if made would bewithin the prescribed limits under Section 139 and other applicable provisions if any ofthe Companies Act 2013. The members are requested to appoint the Auditors and authorizethe Board 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 AUDITORS 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 2017. As required by Section 148 of the Companies Act2013 necessary resolution has been included in the Notice convening the Annual GeneralMeeting seeking ratification by the Members to the remuneration proposed to be paid tothe Cost Auditors for the financial year ending March 2019.
The Cost Audit Reports for the financial year ended March 2018 will 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. S. Khan& Associates Practicing Company Secretary to conduct Secretarial Audit for thefinancial year 2017-18. 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 ||SHIV SHANKAR TAPARIA ||ANIL KUMAR GILRA |
|Date: 13.08.2018 ||. MANAGING DIRECTOR ||WHOLE TIME DIRECTOR |
| ||DIN:00566650 ||DIN:00883125 |