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Flora Corporation Ltd.

BSE: 540267 Sector: Others
NSE: N.A. ISIN Code: INE318U01016
BSE 00:00 | 19 Mar 12.78 0
(0.00%)
OPEN

12.85

HIGH

12.90

LOW

12.78

NSE 05:30 | 01 Jan Flora Corporation Ltd
OPEN 12.85
PREVIOUS CLOSE 12.78
VOLUME 10
52-Week high 22.99
52-Week low 8.55
P/E
Mkt Cap.(Rs cr) 11
Buy Price 12.78
Buy Qty 1.00
Sell Price 12.89
Sell Qty 3.00
OPEN 12.85
CLOSE 12.78
VOLUME 10
52-Week high 22.99
52-Week low 8.55
P/E
Mkt Cap.(Rs cr) 11
Buy Price 12.78
Buy Qty 1.00
Sell Price 12.89
Sell Qty 3.00

Flora Corporation Ltd. (FLORACORP) - Director Report

Company director report

To

The Members

M/s. Flora Corporation Limited

(Formerly known as Royce Marine Products Limited)

Your Directors have pleasure in presenting the 30th Annual Report withAudited Statements of Accounts for the year ended 31st March 2018.

FINANCIAL RESULTS:

(Amt . in Rs in lacs)

Particulars 2017-2018 2016-2017
Income from Operations 10032.18 50.81
Other Income 1.15 -
Total Income 10033.33 50.81
Expenses other than Depreciation 10001.40 50.45
Profit before depreciation and Tax 31.93 0.36
Depreciation 0.08 -
Profii/Loss before Tax 31.84 0.36
Provision for Tax 9.76 0.11
Profii/Loss after Tax 22.08 0.24

PERFORMANCE REVIEW:

During the year under review the Company has recorded a turnover of Rs. 10032.18lakhs and the profit of Rs. 22.08 Lakhs against the turnover of Rs. 50..81 lakhs andprofit of Rs. 0.24 Lakhs in the previous financial year ending 31.03.2017. The companyachieved significant increase in its turnover by expanding its business segment. Howeverthe cost of the materials and the commission payable to trade agents in ordinary coursebusiness reduced the profitability of the company. However the company has achieved asignificant increase in its turnover and profits.

The Company has been continuously working on quality up-gradation and cost reductionplans for achieving favorable financial results and stability for the organization andfostering the future expansion of the business activities of the company.

DIVIDEND:

The company would not be able to declare dividends for this financial year as thecompany would like to retain the available profits to write off the accumulated losses andto reserve for the future course of business activities.

TRANSFER TO RESERVES:

During the year under review the company had transferred the current year profit tothe Profit and Loss Account. Apart from that there were no other amounts transferred toany of the reserves.

DIRECTORS:

During the year under review Mr.Panguluri Murali Krishna (DIN: 03248774) and Mr.Korapati Devandra (DIN:06412990) had expressed their unwillingness to continue asDirectors of the Company and accordingly have resigned from the Board of Directors of theCompany with effect from 30th May 2017

Mr. Giriboina Raju (DIN:07087686) and Mr. Suresh Babu Gannamanni (DIN: 01961140) wereappointed as Additional Directors of the Company with effect from 30th May2017. Mr. Giriboina Raju was appointed as Whole-Time Director of the company for a periodof five years with effect from 01st September 2017 in the 29thAnnual General Meeting of the company. Mr. Suresh Babu Gannamani was appointed asIndependent Director of the company for a period of five years from the date of theconclusion of the 29th Annual General Meeting.

Mrs. Meena Jain and Mr. Mahaveer Jain were appointed as Additional Directors of thecompany on 27th November 2017. However Mrs. Meena Jain had expressed herunwillingness to be associated as Director of the company and resigned as Director of theCompany with effect from 14th December 2017. Mr. Padamkumar Jabbarchand Gandhi(DIN:08006561) was appointed as Additional Director of the company with effect from 14thDecember 2017.

Mr. Rajashekara Reddy Yarram (DIN: 01875875) and Mr. Suresh Babu Gannamani(DIN:01961140) had expressed their unwillingness to be associated as Director of the Companyand subsequently resigned as Directors of the Company with effect from 02ndMay 2018.

In accordance with the Companies Act 2013 read with Articles of Association of thecompany Mr. Giriboina Raju (DIN:07087686) retires by rotation at the forthcoming AnnualGeneral Meeting and being eligible offers himself for re-appointment. Your Directorsrecommend his re-appointment at the ensuing Annual General Meeting.

PARTICULARS OF EMPLOYEES:

There are no employees who are in receipt of remuneration as specified in Rule 5(2) ofCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014.

MEETINGS:

During the year under review the meeting of Board of Directors was met Seven (7) timesand the meeting of Audit Committee was held Four(4) times. The meetings held was withinthe time gap as per the provisions of the Companies Act2013.

The dates of the meeting attendance of the directors and other information pertainingto the meeting are given in the Corporate Governance report annexed to this report.

BOARD EVALUATION:

Pursuant to Section 134 (3) (p) of the Companies Act2013 and Regulation 4(2)(f)(ii)(9)of SEBI (LODR) the Board carried out an annual performance evaluation of its ownperformance the directors individually as well as the evaluation of the working of itsAudit Nomination & Remuneration and Compliance Committees. The manner in which theevaluation has been carried out has been explained in the Corporate Governance report.

STATEMENT OF DECLARATION GIVEN BY INDEPENDENT DIRECTORS UNDER SUB SECTION (6) OFSECTION 149 OF THE COMPANIES ACT2013

The Independent Directors have submitted the Declaration of Independence as requiredpursuant to Section 149 (7) of the Companies Act 2013 stating that they meet the criteriaof independence as provided in Sub-Section (6) of section 149 of Companies Act 2013.

REMUNERATION POLICY

The board has on recommendations of Nomination & Remuneration committee framed apolicy for selection and appointment of Directors Senior management and theirremuneration. Remuneration policy is stated in corporate Governance Report.

AUDITORS:

At the 26 th Annual General Meeting of the Company M/s. Mulraj D Gala;Charted Accountant were appointed as Statutory Auditors of the Company to hold officefrom the conclusion of that meeting till the conclusion of 31st Annual GeneralMeeting of the company subject to the ratification by shareholders at every consecutivemeeting. However pursuant to Companies (Amendment) Act 2018 the ratification of theAuditors at every Annual General Meeting of the company has been dispensed with.

AUDITORS' REPORT

The Auditors' Report does not contain any qualification. Notes to Accounts of thefinancial statements and Auditors Report are self-explanatory and do not call for anyfurther comments.

EXTRACT OF ANNUAL RETURN:

As required pursuant to section 92(3) of the Companies Act 2013 and rule 12(1) of theCompanies (Management and Administration) Rules 2014 an extract of annual return in MGT-9 is attached as a Annexure- I part of this Annual Report.

SECRETARIAL AUDIT:

The Board had appointed M/s. VCSR & Associates as Secretarial Auditors of the ofthe Company for the financial year ended 31st March2018 in compliance with theprovisions of section 204 of the Companies Act 2013

The report of the Secretarial Audit provided by M/ s. VCSR & Associates in formMR-3 is enclosed as Annexure-II to this report.

Reply to the Qualification for the observation made by the Secretarial Auditor: TheCompany is looking out for the best candidates who are suitable having the caliber tooccupy the positions of key managerial personnels.

DISCLOSURE OF INTERNAL FINANCIAL CONTROLS:

The internal Financial Controls with reference to Financial Statements as designed andimplemented by the Company are adequate. During the year under review no material orserious observation has been received from the internal auditors of the Company forinefficiency or inadequacy of such controls. The Company maintains appropriate system of

internal control including monitoring procedures to ensure that all assets aresafeguarded against loss from unauthorized use or disposition. Company policiesguidelines and procedures provide for adequate checks and balances and are meant to ensurethat all transactions are authorized recorded and reported correctly.

VIGIL MECHANISM

In pursuant to the provisions of section 177(9) & (10) of the Companies Act 2013a vigil mechanism for directors and employees to report genuine concerns have beenestablished. The Company has adopted a policy on Vigil Mechanism and the same was hostedon the website of the Company at www.floracorporation.com .

RISK MANAGEMENT POLICY:

Pursuant to Section 134(3) (n) of the Companies Act 2013 & SEBI (ListingObligation and Disclosure Requirement) Regulations 2015 the company has constituted arisk management committee. The details of the committee and its terms of reference are setout in the corporate governance report forming part of this Board's report.

SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALSIMPACTING THE GOING CONCERN STATUS OF THECOMPANY:

There are no significant and material orders passed by the Regulators or Courts orTribunals which would impact the going concern status and the Company's future operations.

PUBLIC DEPOSITS:

The Company has not accepted any deposits falling within the meaning of Sec.73 of theCompanies Act 2013 read with the Companies (Acceptance of Deposits) Rules 2014 duringthe financial year under review and as such no amount of principal or interest on publicdeposits was outstanding as on the date of balance sheet.

RELATED PARTY TRANSACTIONS:

During the year under review there were no related party transactions and hence theprovisions related to related party transactions are not applicable for the company.

SUBSIDIARY COMPANY:

The Company had a subsidiary company M/ s. VCR8 Media Private Limited in the beginningof the year and as on the balance sheet date. However the company vide special resolutionpassed through postal ballot on 24th April 2018 resolved to disinvest theinvestment of the Wholly- Owned Subsidiary and accordingly the investments weredisinvested. Accordingly the company does not have any subsidiary as on date.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:

The Company has not given any loans Guarantees or made any investments during the yearunder review.

CORPORATE SOCIAL RESPONSIBILITIES INITIATIVES:

As the company is not doing well from the last couple of years the rules in connectionwith spending of money on specified projects under corporate social responsibility rulesas envisaged under section 135 of the Companies Act 2013 are not applicable to

the Company. As a listed company necessary measures have been taken to comply with thelisting agreements of Stock Exchanges.

DISCLOSURE PERTAINING TO SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:

The Company has been employing about 5 women employees in the Company. The Company hasin place an sexual harassment policy& committee in line with the requirements of theSexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013.All employees (permanent contractual temporary) are covered under the policy. There wasno compliant received from any employee during the financial year 2017-18 and hence nocomplaint is outstanding as on 31.03.2018 for redressal.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUTGO :

The details of conservation of energy technology absorption foreign exchange earningsand outgo are as follows:

A. Conservation of Energy:

Your Company's operations are not energy intensive. Adequate measures have been takento conserve energy wherever possible by using energy efficient computers and purchase ofenergy efficient equipment.

(i) the steps taken or impact on conservation of energy NIL
(ii) the steps taken by the company for utilizing alternate sources of energy NIL
(iii) the capital investment on energy conservation equipment's NIL

B. Technology Absorption:

(i) the efforts made towards technology absorption NIL
(ii) the benefits derived like product improvement cost reduction product development or import substitution NIL
(iii) in case of imported technology (imported during the last three years reckoned from the beginning of the financial Year)- NIL
(a) the details of technology imported NIL
(b) the year of import; NIL
(c) whether the technology been fully absorbed NIL
(d) if not fully absorbed areas where absorption has not taken place and the reasons thereof NIL
(iv) the expenditure incurred on Research and Development NIL

C. Foreign Exchange Earnings and Out Go:

Foreign Exchange Earnings Foreign Exchange Outgo

NIL

NIL

LISTING:

The equity shares of your company are listed on BSE Limited and Ahmedabad StockExchange Limited. The company confirms that it has paid Annual Listing Fees due to BSE forthe financial year 2017-2018.

CAPITAL OF THE COMPANY:

The Authorized Share Capital of the Company is Rs. 90000000/- divided into 9000000equity shares of 10/- each. The Paid up share capital of the Company is Rs. 87338750/-divided in to 8733875 equity shares of Rs. 10/- each.

MANAGEMENT DISCUSSION AND ANALYSIS:

A detailed review of operations performance and future outlook of your Company and itsbusiness is given in the Management Discussion and Analysis which forms part of thisReport.

CORPORATE GOVERNANCE:

As a listed company necessary measures have been taken to comply with the Regulationsof SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015. A report onCorporate Governance along with a certificate of compliance from the Auditors forms partof this Report as Annexure.

EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS

The Company had a subsidiary company M/ s. VCR8 Media Private Limited in the beginningof the year and as on the balance sheet date. However the company vide special resolutionpassed through postal ballot on 24th April 2018 resolved to disinvest theinvestment of the Wholly- Owned Subsidiary and accordingly the investments weredisinvested. Accordingly the company does not have any subsidiary as on date.

CHANGE IN THE NATURE OF BUSINESS IF ANY

During the period under review and date of the Board's report there was no change inthe nature of business.

DIRECTORS' RESPONSIBILITY STATEMENT:

In pursuance of Section 134(5) of the Companies Act 2013 your directors confirm:

i) that the directors in the preparation of the annual accounts the applicableaccounting standards have been followed along with proper explanations relating tomaterial departures.

ii) that the directors had selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the company at the end of thefinancial year.

iii) that the directors had taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and deleting fraud and otherirregularities.

iv) that the directors had prepared the annual accounts on the going concern basis.

v) that the directors had laid down internal controls to be followed by the Company andthat such internal financial controls are adequate and were operating effectively.

CODE OF CONDUCT:

The Code has been circulated to all the members of the Board and Senior Management andthe compliance of the same has been affirmed by them. A declaration signed by the ManagingDirector is given in Annexure.

RATIO OF REMUNERATION TO EACH DIRECTOR:

There is no remuneration withdrawn by the Directors of the Company. Hence theprovisions of Section 197(12) of the Companies Act2013 and Rule 5(1)(2) & (3) of theCompanies (Appointment & Remuneration Rules2014 are not applicable for the Companyand no disclosure is required to be made.

EVENT BASED DISCLOSURES:

Issue of Equity Share: N.A

Issue of Shares with Differential Rights: N.A

Issue of Shares under Employee's Stock Option Scheme: N.A

Disclosure on Purchase by Company or giving of loans by it for purchase of its shares:N.A

Buy Back of shares: N.A

Disclosure about revision: N.A

Change of Name: N.A

Preferential Allotment of Share: N.A

ACKNOWLEDGEMENTS:

Your directors would like to express their grateful appreciation for assistance andco-operation received from clients banks investors Government other statutoryauthorities and all others associated with the company. Your directors also wish to placeon record their deep sense of appreciation for the excellent contribution made by theemployees at all levels which enabled the company to achieve sustained growth in theoperational performance during the year under review.

For and on Behalf of the Board Flora Corporation Limited

(Formerly known as Royce Marine Products Limited)

Place: Hyderabad Date: 09.08.2018

Sd/-

Giriboina Raju Director (DIN: 07087686)

Sd/-

Mahaveer Jain Director (DIN: 06738772)