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Flora Corporation Ltd.

BSE: 540267 Sector: Others
NSE: N.A. ISIN Code: INE318U01016
BSE 00:00 | 03 Aug Flora Corporation Ltd
NSE 05:30 | 01 Jan Flora Corporation Ltd
OPEN 7.41
PREVIOUS CLOSE 7.41
VOLUME 1000
52-Week high 9.46
52-Week low 7.41
P/E
Mkt Cap.(Rs cr) 6
Buy Price 7.41
Buy Qty 32.00
Sell Price 7.41
Sell Qty 305.00
OPEN 7.41
CLOSE 7.41
VOLUME 1000
52-Week high 9.46
52-Week low 7.41
P/E
Mkt Cap.(Rs cr) 6
Buy Price 7.41
Buy Qty 32.00
Sell Price 7.41
Sell Qty 305.00

Flora Corporation Ltd. (FLORACORPORATIO) - 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 31st Annual Report with Audited Statements of Accounts for the year ended 31st March 2019.

FINANCIAL RESULTS:

(Amt. in Rs in lacs)

Particulars2018-20192017-2018
Income from Operations14413.6410032.18
Other Income8.801.15
Total Income14422.4410033.33
Expenses other than Depreciation14394.1010001.56
Profit before depreciation and Tax28.3431.77
Depreciation3.740.08
Profit/Loss before Tax24.6131.84
Provision for Tax6.749.76
Profit/Loss after Tax17.8622.08

PERFORMANCE REVIEW:

During the year under review the Company has recorded a turnover of Rs. 14413.64 lakhs and the profit of Rs. 17.86 Lakhs against the turnover of Rs. 10032.18 lakhs and profit of Rs. 22.08 Lakhs in the previous financial year ending 31.03.2018. The company achieved significant increase in its turnover by expanding its business segment. However the cost of the materials and the commission payable to trade agents in ordinary course business reduced the profitability of the company. However the company has achieved a significant increase in its turnover and profits.

The Company has been continuously working on quality up-gradation and cost reduction plans for achieving favorable financial results and stability for the organization and fostering 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 the company would like to retain the available profits to write off the accumulated losses and to reserve for the future course of business activities.

TRANSFER TO RESERVES:

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

DIRECTORS:

During the year under review Mr. Mahaveer Jain (DIN:06738772) had expressed his unwillingness to continue as Director of the Company due to his pre-occupations and accordingly have resigned from the Board of Directors of the Company with effect from 21st February 2019

During the year under review Mr.Raju Giriboina (DIN:07087686) and Mrs. Vemula Tejaswini (DIN:07143700) had expressed their unwillingness to continue as Directors of the Company and accordingly have resigned from the Board of Directors of the Company with effect from 25th March 2019.

Mr. Rajesh Gandhi (DIN:02120813) and Mr. Raja Bidhania Singh were appointed as Additional Directors of the Company with effect from 22nd April 2019.

PARTICULARS OF EMPLOYEES:

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

MEETINGS:

During the year under review the meeting of Board of Directors was met Seven (7) times and the meeting of Audit Committee was held Four (4) times. The meetings held was within the time gap as per the provisions of the Companies Act 2013.

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

BOARD EVALUATION:

Pursuant to Section 134 (3) (p) of the Companies Act 2013 and Regulation 4(2) (f)(ii) (9) of SEBI (LODR) the Board carried out an annual performance evaluation of its own performance the directors individually as well as the evaluation of the working of its Audit Nomination & Remuneration and Compliance Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance report.

STATEMENT OF DECLARATION GIVEN BY INDEPENDENT DIRECTORS UNDER SUB SECTION (6) OF SECTION 149 OF THE COMPANIES ACT 2013

The Independent Directors have submitted the Declaration of Independence as required pursuant to Section 149 (7) of the Companies Act 2013 stating that they meet the criteria of 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 a policy for selection and appointment of Directors Senior management and their remuneration. Remuneration policy is stated in corporate Governance Report.

AUDITORS:

At the 26th Annual General Meeting of the Company M/s. Mulraj D Gala; Charted Accountant were appointed as Statutory Auditors of the Company to hold office from the conclusion of that meeting till the conclusion of 31st Annual General Meeting of the company.

Being eligible and taking into account the knowledge and experience the Board of Directors feel that his re-appointment would beneficial to the interest of the Company.

The Board of Directors recommend the said resolution to be passed.

AUDITORS' REPORT

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

EXTRACT OF ANNUAL RETURN:

As required pursuant to section 92(3) of the Companies Act 2013 and rule 12(1) of the Companies (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. Subash Kumar & Co as Secretarial Auditors of the of the Company for the financial year ended 31st March2019 in compliance with the provisions of section 204 of the Companies Act 2013

The report of the Secretarial Audit provided by M/s. Subash Kumar & Co in form MR-3 is enclosed as Annexure-II to this report.

Reply to the Qualification for the observation made by the Secretarial Auditor:

The Company is looking out for the best candidates who are suitable having the caliber to occupy the positions of key managerial personnels. The Company had appointed the minimum number of Directors as required by the provisions of the Companies Act 2013by 23rd April 2019.

DISCLOSURE OF INTERNAL FINANCIAL CONTROLS:

The internal Financial Controls with reference to Financial Statements as designed and implemented by the Company are adequate. During the year under review no material or serious observation has been received from the internal auditors of the Company for inefficiency or inadequacy of such controls. The Company maintains appropriate system of internal control including monitoring procedures to ensure that all assets are safeguarded against loss from unauthorized use or disposition. Company policies guidelines and procedures provide for adequate checks and balances and are meant to ensure that all transactions are authorized recorded and reported correctly.

VIGIL MECHANISM

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

RISK MANAGEMENT POLICY:

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

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

There are no significant and material orders passed by the Regulators or Courts or Tribunals 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 the Companies Act 2013 read with the Companies (Acceptance of Deposits) Rules 2014 during the financial year under review and as such no amount of principal or interest on public deposits 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 the provisions related to related party transactions are not applicable for the company.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:

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

CORPORATE SOCIAL RESPONSIBILITIES INITIATIVES:

As the company is not doing well from the last couple of years the rules in connection with spending of money on specified projects under corporate social responsibility rules as 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 the listing 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 has in place an sexual harassment policy& committee in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013. All employees (permanent contractual temporary) are covered under the policy. There was no compliant received from any employee during the financial year 2017-18 and hence no complaint is outstanding as on 31.03.2018 for redressal.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUT GO :

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

A. Conservation of Energy:

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

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

B. Technology Absorption:

(i)The efforts made towards technology absorptionNil
(ii)The benefits derived like product improvement cost reduction product development or import substitutionNil
(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 importedNil
(B) the year of import;Nil
(C) whether the technology been fully absorbedNil
(D) if not fully absorbed areas where absorption has not taken place and the reasons thereofNil
(iv)The expenditure incurred on Research and DevelopmentNIL

 

C. Foreign Exchange Earnings and Out Go:
Foreign Exchange Earnings :NIL
Foreign Exchange Outgo :NIL

LISTING:

The equity shares of your company are listed on BSE Limited and Ahmedabad Stock Exchange Limited.

The company confirms that it has paid Annual Listing Fees due to BSE for the financial year 2018-2019.

CAPITAL OF THE COMPANY:

The Authorized Share Capital of the Company is Rs. 90000000/- divided into 9000000 equity 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 its business is given in the Management Discussion and Analysis which forms part of this Report.

CORPORATE GOVERNANCE:

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

EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS

There are no event required to be reported subsequent to the date of the financial statements.

CHANGE IN THE NATURE OF BUSINESS IF ANY

During the period under review and date of the Board's report there was no change in the 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 applicable accounting standards have been followed along with proper explanations relating to material departures.

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

iii) that the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safe guarding the assets of the company and for preventing and deleting fraud and other irregularities.

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 and that 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 and the compliance of the same has been affirmed by them. A declaration signed by the Managing Director is given in Annexure.

RATIO OF REMUNERATION TO EACH DIRECTOR:

There is no remuneration withdrawn by the Directors of the Company. Hence the provisions of Section 197(12) of the Companies Act 2013 and Rule 5(1)(2) & (3) of the Companies (Appointment & Remuneration Rules 2014 are not applicable for the Company and 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 and co-operation received from clients banks investors Government other statutory authorities and all others associated with the company. Your directors also wish to place on record their deep sense of appreciation for the excellent contribution made by the employees at all levels which enabled the company to achieve sustained growth in the operational performance during the year under review.

For and on Behalf of the Board

Flora Corporation Limited

(Formerly known as Royce Marine Products Limited)

Sd/-Sd/-
Place: HyderabadRajesh GandhiRaja Bidhania Singh
Date: 04.09.2019DirectorDirector
(DIN: 02120813)(DIN: 08421343)

   

       
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