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Lloyd Rock Fibres Ltd.

BSE: 531527 Sector: Industrials
NSE: N.A. ISIN Code: INE640D01019
BSE 05:30 | 01 Jan Lloyd Rock Fibres Ltd
NSE 05:30 | 01 Jan Lloyd Rock Fibres Ltd

Lloyd Rock Fibres Ltd. (LLOYDROCKFIBRE) - Director Report

Company director report

To

The Members

Lloyd Rockfibres Limited

Your Directors are pleased to present their report on the affairs of the company forthe Financial Year ended March 31 2018.

FINANCIAL SUMMARY OF THE COMPANY

(Audited)

(In Rupees) (In Rupees)
Particulars 2017-2018 2016-2017
Revenue From Operations 0 0
Other Income 14185178 1395
Total Revenue(A) 14185178 1395
Expenses other than depreciation 4416128 9154184
Depreciation 768504 1074178
Total Expenses(B) 5184632 10228362
(A-B) 9000546 (10226967)
Extraordinary Items NIL Nil
Tax adjustment for Deferred Tax (457521) (164982)
Profit after Tax 9458067 (10061985)

KEY HIGHLIGHTS

The Total Revenue for the year Increase to Rs. 14185178/- in FY 2017-18 from Rs.1395/- in FY 2016-17. The Net Profit for the current FY is Rs. 9458068/-.

The Earnings per share (EPS) for the year is Rs. 0.85 as compared to Rs (0.91) pershare of the previous year.

REVIEW OF OPERATIONS/ STATEMENT OF AFFAIRS

As shareholders are aware that the company is non-operational since September 2013there is some revenue from the sale of finished goods lying in the stock. Despite of thebest effort of the management no viable solution comes before the company due to acutefinancial concentration. Your management is trying hard to look for some viable proposalto revive the operations of the company.

MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF THEFINANCIAL YEAR AND DATE OF REPORT

No material changes have occurred from the date of balance sheet till the date of thisreport which has any adverse affect on the working of the Company.

CHANGE IN THE NATURE OF BUSINESS

There is no change in the nature of the Business during the financial year underreview.

DIVIDEND & RESERVES

In view of the previous losses incurred by the Company the Directors regret theirinability to recommend any dividend for the current financial Year under review. Furtherno amount was transferred to Reserves during the current financial Year.

SHARE CAPITAL

The Authorized Share Capital of the Company as on March 31 2018 stands at Rs. 112500000/- divided into 11250000 equity shares of Rs. 10/- each. Subscribed and Paid upEquity Share Capital as at March 31 2018 stood at Rs. 110897000/- divided into11089700 equity shares of Rs. 10/- each fully paid-up. During the year under reviewthe Company has neither issued shares with differential voting rights nor has granted anystock options or sweat equity. As on March 31 2018 none of the Directors of the Companyhold instruments convertible into equity shares of the Company.

NUMBER OF MEETINGS OF THE BOARD

The Board meet seven times during the Financial Year 2017-18 on 22nd May2017 11th August 2017 23rd August 2017 14thNovember 2017 9th February 2018 13th February 2018 and 22ndMarch 2018 respectively.

S. No Date of Board Meeting Name of Directors Present Leave of Absence
1 22nd May 2017 1. Mr. Ravinder Prakash Punj All Directors were present
2. Mr. Gaurav Punj
3. Mr. B.D. Malliah
4. Mr. Arun Krishna Srivastava
5. Mr.V.K.Sharma
2 11th August 2017 1. Mr Arun Krishna Srivastava Mr. B.D. Malliah
2. Mr. Ravinder Prakash Punj.
3.Mr.Gaurav Punj
4.Mr.V.K.Sharma
5. Mr. Alok Kumar Shukla
6. Mr. Kaver Pal
3 23rd August 2017 1. Mr Arun Krishna Srivastava Mr. B.D. Malliah
2. Mr. Ravinder Prakash Punj.
3.Mr.Gaurav Punj
4.Mr.V.K.Sharma
5. Mr. Alok Kumar Shukla
6. Mr. Kaver Pal
4 14thNovember 1.Mr Arun Krishna Srivastava All Directors were present
2017 2.Mr. Ravinder Prakash Punj.
3.Mr.Gaurav Punj
4.Mr.B.D Malliah
5. Mr. Alok Kumar Shukla
6.Mr.V.K.Sharma
7. Mr. Kaver Pal
5 9th February 2018 1.Mr Arun Krishna Srivastava All Directors were present
2.Mr. Ravinder Prakash Punj.
3.Mr.Gaurav Punj
4.Mr.B.D Malliah
5. Mr. Alok Kumar Shukla
6.Mr.V.K.Sharma
7. Mr. Kaver Pal
6 13th February 2018 1.Mr Arun Krishna Srivastava Mr. Kaver Pal
2. Mr. Ravinder Prakash Punj.
3.Mr.Gaurav Punj
4.Mr.B.D Malliah
5. Mr. Alok Kumar Shukla
6.Mr.V.K.Sharma
7 22nd March 2018 1.Mr Arun Krishna Srivastava Mr. Pradeep Vajinathrao
2.Mr. Ravinder Prakash Punj. Benjarge
3.Mr.Gaurav Punj
4.Mr.B.D Malliah
5. Mr. Alok Kumar Shukla
6.Mr.V.K.Sharma

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Mr. Pradeep Vajinathrao Benjarge has been appointed as additional Director of theCompany w.e.f 13th February 2018 subject to the approval of the shareholdersin the forthcoming AGM.

As per the provisions of the Companies Act 2013 Mr. Ravinder Prakash Punj retiresat the 29th Annual General Meeting and being eligible offers himself for hisre-appointment. The Board recommends his reappointment for approval of the members in theforthcoming Annual General Meeting.

Changes in the Director/KMP after closer of F.Y 2017-18:

? Ms. Parvati Negi Director has resigned from the Board of the Company w.e.f. 22ndMay 2018.

? Mr. Ballabh Das Maliah Director has resigned from the Board of the Company w.e.f. 09thAugust 2018.

DECLARATION BY INDEPENDENT DIRECTOR(S)

The Independent Directors have submitted their disclosure to the Board that theyfulfill all the requirements as to qualify for their appointment as an IndependentDirector under the provisions of Section 149 read with Schedule IV of the Companies Act2013. The Board confirms that the Independent Directors meet the criteria as laid downunder the Companies Act 2013. One meeting of Independent Directors was held during theyear on 22nd May 2017.

DIRECTORS' RESPONSIBILITY STATEMENT Your Directors state that: a) in thepreparation of the annual accounts for the Financial year ended March 31 2018 theapplicable accounting standards read with requirements set out under Schedule III to theAct have been followed and there are no material departures from the same;

b) the Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company as at March 31 2018 and of the loss ofthe Company for the Financial year ended on that date;

c) The Directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;

d) The Directors have prepared the annual accounts on a 'going concern' basis;

e) The Directors have laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and are operatingeffectively; and

f) The Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems are adequate and operating effectively.

FORMAL ANNUAL EVALUATION

As the company is not in operations since September 2013 the details of the frameworkfor performance evaluation of Independent Directors Board Committees and otherindividual and details of familiarization program of Independent Directors with theCompany their roles rights responsibilities in the Company nature of the industry inwhich the Company operates business model of the Company and related matters have beenupdated on the website of the Company.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

During the year under review the Company has not entered into any related partytransaction falling under sub-section (1) of Section 188 of the Companies Act 2013.Hence the details of such contracts or arrangements with its related parties are notmentioned in Form AOC-2 as Annexure II of this report.

The company is not in the operation since September 2013 however the Policy ondealing with related party transactions and on determining materiality of suchtransactions is updated on the website of the company.

RISK MANAGEMENT

Pursuant to Section 134 (3)(n) of the Companies Act 2013 the Company has developedand implement the Risk Management Policy for the Company including identification thereinof elements of risk if any which is in the opinion of the Board may threaten theexistence of the Company. These are discussed at the meeting of the Audit Committee andthe Board of Directors of the Company.

At present the Company has not identified any element of risk which may threaten theexistence of the Company.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Pursuant to the provisions of Section 135 of the Companies Act 2013 is not applicableon the company.

INTERNAL FINANCIAL CONTROLS

The Board has adopted the policies and procedures for ensuring the orderly andefficient conduct of its business including adherence to the Company's policies thesafeguarding of its assets the prevention and detection of frauds and errors theaccuracy and completeness of the accounting records and the timely preparation ofreliable financial disclosures. The internal auditor was not appointed in the company forthe financial year 2017-18.

SUBSIDIARY ASSOCIATE AND JOINT VENTURE COMPANIES

Your company does not have any unlisted/listed subsidiary company or Joint Venture orany Associate Companies. Pursuant to the provisions of the Rule 8 of Companies (Accounts)Rules 2014 Form AOC-1 is attached as Annexure I

AUDITORS' REPORT

The Report given by M/s. Barry & Company Statutory Auditors on the financialstatement of the Company for the year ended March 2018 is part of the Annual Report. Thereis no qualification reservation or adverse remark or disclaimer in their Report. Duringthe year under review the Auditors had not reported any matter under Section 143 (12) ofthe Act therefore no detail is required to be disclosed under Section 134 (3)(ca) of theAct.Cost Auditors Companies (cost records and audit) (Amendment) Rules 2015 arenot applicable on the Company for the financial year 2017–18 as the Company had notundertaken any manufacturing activity during the Financial Year 2017–18.

Secretarial Auditor

The Board has appointed Mr. Naveen Shree Pandey (COP No. 10937) Practicing CompanySecretary to conduct Secretarial Audit for the financial year 2017–18. TheSecretarial Audit Report for the financial year ended March 31 2018 is annexed herewithmarked as Annexure III to this Report. The Secretarial Audit Report containfollowing qualification reservation or adverse remark-:

1. In compliance of Section 203 of the Companies Act 2013 there was no ChiefFinancial Officer during the year under review.

2. Pursuant to Section 149 of the Companies Act 2013 there is no womanDirector appointed on the Board of the Company during the year under review.

3. A part of the shareholders belonging to "Promoter group" are stillholding shares in physical form.

4. The Company has not paid Annual Listing fees for the Financial Year 2016-17& 2017-18

IN RESPONSE TO THE ABOVE IT IS SUBMITTED THAT:

In relation to point number 1 the Company is non-operational hence as such there wasno requirement of CFO. Due to huge losses the management was unable to comply therequirement as mentioned in point no 2 & 4 .in relation to point number 3 majority ofholding of shareholders belonging to "Promoter group" had been converted fromphysical to dematerialized form but due to certain reasons some of the shares are still inphysical form.

COMMITTEES OF THE BOARD:

The Board has three committees namely Nomination and Remuneration Committee AuditCommittee Shareholder Relationship Committee.

Audit Committee

The Audit Committee consists of following members as on March 31 2018:

i. V. K Sharma Chairman
ii. B.D Malliah
iii. Alok Kumar Shukla
iv. R.P Punj

During the financial year 2017-18 members of the Audit Committee met 5 (five) timesi.e. May 22 2017 August 11 2017 August 23 2017 November 14 2017 and February 092018.

S. No. Name Status Designation
1. V. K Sharma Independent non-executive non promoter Director Chairman
2. B.D Malliah Independent non-executive non promoter Director Member
3. Alok Kumar Shukla Independent non-executive non promoter Director Member
4. R.P Punj Non-executive promoter Director Member

All the recommendations made by the Audit Committee were accepted by the Board.

Nomination and Remuneration Committee

The Nomination and Remuneration Committee consists of following members as on March 312018: i. B.D Malliah Chairman ii. V. K Sharma iii. Alok Kumar Shukla iv. R.P Punj

During the financial year 2017-18 members of the Nomination Remuneration Committee met5 (five) times i.e. May 22 2017 August 11 2017 August 23 2017 February 13 2018 andMarch 22 2018.

S. No. Name Status Designation
1. B.D Malliah Independent non-executive non promoter Director Chairman
2. V. K Sharma Independent non-executive non promoter Director Member
3. Alok Kumar Shukla Independent non-executive non promoter Director Member
4. R.P Punj Non-executive promoter Member
Director

All the recommendations made by the Nomination and Remuneration Committee were acceptedby the Board.

Shareholder Relationship Committee:

The Shareholder Relationship Committee consists of following members as on March 312018: i. R.P Punj Chairman ii. Gaurav Punj iii. A.K. Srivastava

During the financial year 2017-18 members of the Stakeholder Relationship Committeemet 4 (four) times i.e. May 22 2017 August 11 2017 November 14 2017 and February 092018.

S. No. Name Status Designation
1. R.P Punj Non-executive promoter Director Chairman
2. Gaurav Punj Executive Promoter Director Member
3. A.K. Srivastava Non-executive non-Promoter Director Member

The Stakeholder Relationship Committee inter alia oversees and reviews all mattersconnected with the investor services in connection with applications received and sharesallotted in the Initial Public Offer status of refund account conversion of partly paidshares into fully paid shares rematerialization and dematerialization of shares andtransfer of shares of the Company. The Committee oversees performance of the Registrar andTransfer Agents of the Company and recommends measures for overall improvement in thequality of investor services.

POLICY ON DIRECTOR S' APPOINTMENT AND REMUNERATION

The aim of the current policy is to have an appropriate mix of executive andindependent directors to maintain independence of the Board and separate its function ofgovernance and management. As on March 31 2018 the Board consists of Five members oneof whom is executive director two are non-executive independent directors and rest twoare non-executive non independent Director

PARTICULARS OF LOANS GIVEN INVESTMENTS MADE GUARANTEES GIVEN OR PROVIDED SECURITIES

The Company has not given any loan made investment and provided security in terms ofsection 186 of the Companies Act 2013.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGOCONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

(A) Conservation of energy: i. Steps taken or impart on conservation of energy: - Nosuch steps .

ii. Steps taken by the company for utilizing alternate sources of energy: - Nosuch steps

iii. Capital Investment on energy conservation equipments:-No such investmentsmade.

(B) Technology absorption i. Efforts made towards technology absorption:- Nosuch steps .

ii. Benefit derived:- NA iii. In case of imported technology- N.A.

a) The detail of technology imported

b) The year of import

c) Whether the technology been fully absorbed

d) If not fully absorbed areas where absorption has not been taken place and thereason thereof.

e) Expenses incurred on R & D: NIL

FOREIGN EXCHANGE EARNINGS AND OUTGO

PARTICULARS CURRENT YEAR PREVIOUS YEAR
Foreign Exchange Outgo Nil Nil
Foreign Exchange Earning Nil Nil

DEPOSIT

Your Company has neither accepted nor any fixed deposits outstanding as on the BalanceSheet date.

EXTRACT OF ANNUAL RETURN

Extract of Annual Return in Form No. MGT – 9 as required under Section 92 of theCompanies Act 2013 is included in this Report as Annexure IV and forms anintegral part of this Report.

DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION& REDRESSAL) ACT 2013

The Company has zero tolerance towards sexual harassment at the workplace and hasformulated a Sexual Harassment Policy for providing a workplace that is free from allforms of discrimination including sexual harassment in line with the provisions of theSexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013and the Rules there under.

During the financial year 2017-18 the Company has not received any complaint inaccordance with applicable laws and the policy of the Company.

FRAUD REPORTING

There have been no instances of fraud reported by the Statutory Auditors under Section143(12) of the Act and Rules framed there under either to the Company or to the CentralGovernment.

DETAILS OF SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNAL IMPACTING THE GOING CONCERN STATUS AND THE COMPANY'S OPERATION IN FUTURE

The Company has got delisted from the Bombay Stock Exchnage after the closure of thefinancial Year 2017-18. The Company is no longer a Listed entity.

GENERAL

Your Directors state that no disclosure or reporting is required in respect of thefollowing items as there were no transactions on these items during the year under review:

1. Details relating to deposits covered under Chapter V of the Act.

2. Issue of equity shares with differential rights as to dividend voting or otherwise.

3. Issue of shares (including sweat equity shares/ ESOP) to employees of the Companyunder any scheme.

4. Managing Director has not received any remuneration or commission from any of itssubsidiaries as there is no subsidiary of your Company.

ACKNOWLEDGEMENT

Your Directors would like to express their sincere appreciation for the assistance andco–operation given by all concerned with the affairs of the Company.

By Order of the Board of Directors
For Lloyd Rockfibres Limited
Place: New Delhi (Ravinder Prakash Punj)
Date: 10.08.2018 Chairman
DIN: 00686475
Address: 10 Prithviraj Road
Delhi 110011