Your Directors have pleasure in presenting the Annual Report and the Audited Accountsof the Company for the financial year ended 31st March 2018
|FINANCIAL RESULTS ||(Rs. in lacs) ||(Rs. in lacs) |
| ||2017-18 ||2016-17 |
|Sales & Other Income || || |
|Profit/(Loss) before Interest Depreciation and Tax ||(19.60) ||(13.82) |
|Less: Depreciation || || |
|Profit / (Loss) before tax ||(19.60) ||(13.82) |
|Less Provision for tax || || |
|Profit after tax ||(19.60) ||(13.82) |
|Add: Balance brought forward from previous year ||895.93 ||909.75 |
|Profit available for appropriation ||876.33 ||895.93 |
|Balance carried to Balance Sheet ||876.33 ||895.93 |
No Income during the year under review Profit/(Loss) after Tax amounting to Rs.(19.60) lacs as against (13.82) lacs in the previous financial year.
Considering funds required for increasing business of the Company and also consideringthe requirement for strengthening its financial positions your Directors do not recommendany dividend for the year.
The company has not transferred any amount in General Reserve Account.
During the year under review the Company has not accepted public deposits undersection 58-A of the Companies Act 2013
DIRECTOR'S RESPONSIBILITY STATEMENT
Your Directors confirm that: i. In the preparation of the Annual Accounts for the yearended 31st March 2018 the applicable accounting standards had been followed along withproper explanation relating to material departures; ii. The Directors have selected suchaccounting policies and applied them consistently and made judgments and estimates thatare reasonable and prudent so as to give a true and fair view of the state of affairs ofthe Company at the end of the financials year and the loss of the company for the yearunder review; iii. The Directors have taken proper and sufficient care for the maintenanceof adequate accounting records in accordance with the provisions of the Companies Act2013for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities; and iv. The Directors have prepared the annual accounts on a goingconcern basis.
DIRECTORS AND KMP
Mr. B. K. Nopany (DIN: 00694221) retire by rotation at the conclusion of ensuingAnnual General Meeting and being eligible offer themselves for re-appointment.
Mr. Davis Younge Manawwar(DIN 02924559) due to some reason resigned from theBoard of Directors of the Company w.e.f. 22.06.2017
Ms. Ratan Vaswani (DIN 02657363) has been appointed as an Independent directorw.e.f. 22.06.2017
Ms. Priyanka Mundhara (PAN - BSTPM2263D) has been appointed as company secretaryand compliance officer of the company w.e.f 22.06.2017
M/S. SARAF MANOJ & CO CHARTERED ACCOUNTANTS were appointed as Auditors of theCompany for a period of five (5) years until the conclusion of fifth consecutive AnnualGeneral Meeting which should be held in the year of 2022 was subject to ratification atevery AGM. A proposal for ratification of the appointment of the Statutory Auditors forthe Financial Year 2018-19 is placed before the Members at the ensuing AGM. The saidAuditors have given their eligibility certificate in terms of Section 139 of the CompaniesAct 2013.
Notes forming part of accounts which are specifically referred to by the Auditors intheir reportare self explanatory and therefore do not call for any further comments.
SECRETARIAL AUDITORS & REPORT
Your Company appointed CS Meena Chowdhary Practising Company Secretary (MembershipNo.- ACS 41084 and Certificate of Practice No. 16829) as the Secretarial Auditor of yourCompany for F.Y.- 2017-18 to conduct the Secretarial Audit pursuant to Section 204 of theCompanies Act 2013 read with the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014.
The Secretarial Audit Report for the financial year ended March 31 2018 isannexed as Annexure and forms part of the Report.
DE-MATERIALISATION OF SHARES:
The Company's equity shares are available for de-materialization on both thedepositories viz. NSDL & CDSL. Shareholders may be aware that SEBI has made tradingin your Company's shares mandatory in de-materialized form. As on 31st March 201814052400 equity shares representing 48.21% of your Company's Equity Share Capital havebeen de-materialised
LISTING AT STOCK EXCHANGE:
The Shares of the Company are listed on Bombay Stock Exchange Mumbai and NationalStock Exchange of India Ltd. Trading at National Stock Exchange and Bombay stock exchangeis suspended and efforts are being put for revocation of the suspension..
CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS:
Pursuant to Regulation 27(2) of the SEBI Listing Regulations 2015 (LODR)with the StockExchanges report on Corporate Governance along with the Auditors' statement on itscompliance and Management discussion and Analysis have been included in this Annual Reportas a separate annexure.
The company shall obtain a Certificate/Report from either the auditors or practicingcompany secretaries regarding compliance with SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 and annex the Certificate/Report on Corporate Governancewith the Board's Report. This Certificate/Report shall also be sent to the StockExchanges where the shares of the Company are listed along with the annual report filedby the company. (Applicable to equity listed companies)
Declaration by Managing Director that the Board Members and Senior Management Personshave complied with the Code of Conduct.
NUMBER OF MEETINGS OF BOARD OF DIRECTORS:
The following number of meetings of the Board of Directors held during the financialyear 2017-18 30.05.17 22.06.17; 11.08.17; 13.11.17 & 14.02.17
STATEMENT ON DECLARATION BY THE INDEPENDENT DIRECTORS:
All independent Director(s) have given declarations that they meet the criteria ofIndependence as laid down under Section 149(6) of the Companies Act 2013.
SUBSIDIARIES JOINT VENTURE
There are no companies which have become or ceased to be its Subsidiaries JointVentures during the year.
EXTRACT OF ANNUAL RETURN:
An extract of Annual return as on the financial year ended on March 31 2018 in FormMGT-9 as required under Section 92(3) of the Companies Act 2013 read with Rule 12(1) ofthe Companies (Management and Administration) Rules 2014 is set out as an Annexure tothe Directors' Report and form part of this Annual Report.
CORPORATE SOCIAL RESPONSIBILITY (CSR) POLICY
The Company has not developed and implemented any Corporate Social Responsibilityinitiatives as the said provisions are not applicable.
Pursuant to the provisions of section 177(9) of the Companies Act 2013 the companyhad established a vigil mechanism for directors and employees to report concerns ofunethical behavior actual or suspected fraud or violation of the company's code ofconduct.
The Board has on the recommendation of the nomination & remuneration Committeeframed a policy for selection and appointment of Directors senior management and theirremuneration.
Pursuant to the provisions of the Companies Act 2013 the Board has carried out anannual performance evaluation of its own performance the Directors individually as wellas the evaluation of the working of its audit nomination & remuneration Committees.
INTERNAL CONTROL SYSTEMS & THEIR ADEQUACY
The Company has an internal Control system commensurate with the size and scale of itsoperations.
The company has 3(Three) Board committees constituted as per the requirement of the Actduring the financial year viz. Audit Committee Nomination and Remuneration Committee andShareholder Grievance Committee.
BUSINESS RISK MANAGEMENT
The main identified risks at the company are commercial risks financial risksoperational risks and legal & regulatory risks. Your company has established acomprehensive risk management system to ensure that risk to the company's continuedexistence as a going concern and to its development are identified and addressed on timelybasis. Risk management strategy as approved by the board of directors is implemented bythe company management.
CONTRACT AND ARRANGEMENT WITH RELATED PARTIES:
During the year the Company had not entered into any contract/arrangement/transactionwith related parties which could be considered material in accordance with the policy ofthe Company materiality of related party transactions. Hence the provisions of Section188 of the Companies Act 2013 are not attracted. Thus disclosure in Form AOC-2 is notrequired. Further there are no materially significant Related Party Transactions duringthe year under review made by the Company with Promoters Directors Key ManagerialPersonnel or other designated persons.
PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS
Details of Loans Guarantees and Investments covered under the provisions of Section186 of the Companies Act 2013 are given in the point no. 10 of Note 15 to the FinancialStatement.
PARTICULARS OF EMPLOYEES
As required under provisions of the Companies Act 2013 and Rule 5(2) and 5(3) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 there are noemployees falling under above category thus no information is required to be given in thereport.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN
Your Company is committed to provide and promote a safe healthy and congenialatmosphere irrespective of gender caste creed or social class of the employees. Duringthe year under review there was no case file pursuant to the Sexual Harassment of Womenat workplace (Prevention Prohibition And Redressal) Act 2013.
ENERGY CONSERVATION TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGOING
As the manufacturing operation of the Company has been discontinued long ago and sincethe company doesn't have any manufacturing facilities and is not engaged in themanufacturing activity the prescribed information regarding compliance of rules relatingto conservation of Energy and Technology absorption pursuant to Section 134 (3) (m) of theCompanies Act 2013 read with Rule 8 (3) of the Companies (Accounts) Rules 2014 is notprovided.
The Company does not have any Foreign Exchange Earnings and outgo in the year underreview.
During the year under review the relations between the Management and the workmen werecordial except witness of recent agitation. The management of the Company in confident tosolve the problem soon.
Your Company always endeavors to keep the time of response to Shareholders'requests/grievance at the minimum. Priority is accorded to address all the issues raisedby the Shareholders and provide them a satisfactory reply at the earliest possible time.The Shareholders' Grievance Committee of the Board meets periodically and reviews thestatus of the redressal of Shareholders' Grievances. The Shares of the Company continue tobe traded in Electronic Form and the De-materialization arrangement exists with both thedepositories viz. National Depository Limited and Central Depository Services (India)Limited.
Yours Directors wish to place on record the sincere and dedicated efforts of all themembers of the Company's team which has throughout the year remained active. YourDirectors also take this opportunity to offer their sincere thanks to FinancialInstitutions Banks other Government Agencies our valued customers and the investors fortheir continued support and assistance. The employees of your Company continued to displaytheir unstinted devotion co-operation. Your Directors take this opportunity to recordtheir appreciation for the same. Your Directors also express their profound thanks to theShareholders for their faith and continued support to the endeavors of the Company.
|KOLKATA ||By Order of the Board |
|Date: 30th May 2018 ||For EASTERN SUGAR & INDUSTRIES LIMITED |
| ||B. K. Nopany |
| ||Chairman |