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Rubber Products Ltd.

BSE: 526496 Sector: Others
NSE: N.A. ISIN Code: INE430C01017
BSE 00:00 | 25 Feb Rubber Products Ltd
NSE 05:30 | 01 Jan Rubber Products Ltd
OPEN 5.90
PREVIOUS CLOSE 6.16
VOLUME 430
52-Week high 6.16
52-Week low 0.00
P/E
Mkt Cap.(Rs cr) 3
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 5.90
CLOSE 6.16
VOLUME 430
52-Week high 6.16
52-Week low 0.00
P/E
Mkt Cap.(Rs cr) 3
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Rubber Products Ltd. (RUBBERPRODUCTS) - Director Report

Company director report

To The Members

The Rubber Products Limited

Your Directors presenting their 53rd Annual Report on the business and operations ofthe Company and statement of accounts for the year ended March 31 2019.

Financial Summary/Highlights:

During the financial year the performance of the Company is as under:

(Amounts in Rupees)

Particulars 2018-19 2017-18
Total Income - 5400399
Less: Expenses - (73316716)
Profit/ (Loss) before exceptional and extraordinary - (67916317)
items and tax
Exceptional items - -
Profit/(Loss) before extraordinary items and tax - (67916317)
Profit before tax - (67916317)
Current Tax - -
Deferred Tax - (907516)
Total Profit (Loss) After Taxation - (67008801)

Overview of Company's Financial Performance:

Due to Corporate Insolvency Resolution Process there is no Income in the Company fromSales and Services as against Rs. 5400399/- in the previous year and there is no Profitand loss in the current financial year and net loss of Rs. 67008801/- in the previousfinancial year.

Transfer to reserves:

During the financial year the Company did not transfer any amount to reserve.

Dividend:

Your Directors did not recommend any dividend on the equity shares for the year endedMarch 31 2019.

Change in the nature of business:

There was no change in the nature of business of the Company during the financial year.

Public Deposits:

During the financial year 2018-19 your Company has not accepted any deposit within themeaning of Sections 73 and 74 of the Companies Act 2013 read together with the Companies(Acceptance of Deposits) Rules 2014 (including any statutory modification(s) orre-enactment(s) thereof for the time being in force).

Subsidiaries Associate and Joint venture Companies:

As on March 31 2019 according to Companies Act 2013 and rules made there under theCompany does not have any Subsidiary Company Associate Company and Joint Venture Company.Considering this ‘Form AOC 1' is not applicable.

Directors and Key Managerial Personnel:

During the financial year 2018-2019 Resolution Plan submitted by Mr. Jagmeet SinghSabharwal Mrs. Sheetal Jagmeet Singh Sabharwal and M/s. Max Spare Limited(‘Resolution Applicants') was approved by the Committee of Creditors of CorporateDebtor i.e. the Rubber Products Limited with 100% votes on September 1 2018 and later onby the National Company Law Tribunal Mumbai Bench (‘NCLT') vide its order datedFebruary 19 2019.

Pursuant to NCLT directions given in its order and applicable provisions of theCompanies Act 2013 and rules made thereunder read with the applicable provisions ofInsolvency and Bankcruptcy Code 2016 (including any statutory modification (s) orre-enactment thereof for the time being in force) following changes occurred in thecomposition of Board of Directors & KMP of the Company.

Name of Directors / KMP Appointment / Cessation Date of Events
Mr. Jagmeet Singh Sabharwal Appointment as an Additional Executive Director. 22/02/2019
Mr. Akshay Veliyil Appointment as an Additional Non- Executive Director 22/02/2019
Ms. Sonal Singh Appointment as an Additional Independent Director (Woman Director) 22/02/2019
Mr. Sarbjit Singh Chaudhary Appointment as Independent Director 22/02/2019
Mr. Kalpesh Shah Appointment as Chief Financial Officer 22/02/2019
Ms. Sucharita Ramcrishna Hegde Ceased/Suspended from the position of Director 22/02/2019
Mr. Farrokh Sorab Broacha Ceased/Suspended from the position of Director 22/02/2019
Mr. Laxman Sheena Shetty Ceased/Suspended from the position of Director 22/02/2019
Mr. Ashok Shetty Mullad Ceased/Suspended from the position of Director 22/02/2019

Declaration by Independent Directors:

The Company has received necessary declaration from each Independent Director underSection 149 (7) of the Companies Act 2013 that he meets the criteria of independence laiddown in Section 149(6) of the Companies Act 2013 and regulation 16(1)(b) of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015). The Independent Directorshave also confirmed that they have complied with the Company's code of conduct.

Significant and material orders passed by the regulators or courts or tribunalsimpacting the going concern status and company's operations in future:

No significant and material order is passed by any regulator or court or tribunal whichwould impact going concern status and Company's operation of the Company in future.However National Company Law Tribunal Mumbai Bench has passed an order dated February19 2019 for approval of resolution plan of the Corporate Debtor i.e. The Rubber ProductsLimited under Corporate Insolvency Resolution Process submitted by submitted by Mr.Jagmeet Singh Sabharwal Ms. Sheetal Jagmeet Singh Sabharwal and M/s. Max Spare Ltd.

Adequacy of Internal Financial Control:

Subject to the matters described by Statutory Auditor in their report on the financialstatements of the Company the Company has in all material respects an adequate internalfinancial controls system over financial reporting and such internal financial controlsover financial reporting were operating effectively.

Committees of the Board:

SEBI (Listing Obligations and Disclosure Requirements) 2015 (‘ListingRegulations') prescribed various committees with the aim of bringing basic frameworkgoverning the regime of listed entities in line with the Companies Act 2013 and compilingall the mandates of SEBI regulations / circulars governing equity. Considering thiscommittees formed as required under Companies Act 2013 and SEBI (Listing Obligations andDisclosure Requirements) 2015 are as follows.

Audit Committee

Nomination and Remuneration Committee Stakeholders Relationship Committee

During the financial year 2018-19 the Company was under Corporate InsolvencyResolution Process (‘CIRP') hence the provisions as specified in listingregulations for the aforesaid committees was not applicable. However whenever requiredthe roles and responsibilities of the aforesaid committees has been fulfilled by theresolution professional.

Establishment of Vigil Mechanism:

The Company has established a vigil mechanism and overseas through the Committee thegenuine concerns expressed by the employees and other Directors. The Company has alsoprovided adequate safeguards against victimization of employees and Directors who expresstheir concerns.

Particulars of remuneration to employees:

Pursuant to initiation Corporate Insolvency Resolution Process (‘CIRP') theCompany has not paid remuneration to its Director and employees during the year. Hencerequisites disclosures as required under Section 197(12) of the Companies Act 2013 readwith Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 are not furnished.

Particulars of contracts or arrangements made with related parties:

The Company has not entered into any transactions/contracts/arrangements referred to inSection 188 (1) of Companies Act 2013 with related party(ies) as defined under theprovisions of Section 2(76) of the Companies Act 2013. Hence a particular of relatedparty contracts or arrangements in ‘Form AOC 2' is not applicable.

Extract of Annual Return:

In accordance with Section 134(3) (a) of the Companies Act 2013 read with Companies(Management and Administration) Rule 2014 every company is required to attach an extractof annual return in form MGT-9 to company's board report. An extract of the Annual returnin the prescribed format is annexed herewith as ‘Annexure A' to the Board'sreport.

Explanations by the Board on qualification reservation or adverse remark or disclaimermade by the Statutory Auditor:

Auditors in their report

There is no qualification or adverse remark or disclaimer made by the auditor in hisreport on the financial statement of the Company for the financial year ended on 31stMarch 2019.

Secretarial Auditor:

Provisions of Section 204 read with Section 134(3) of the Companies Act 2013 mandatesto obtain Secretarial Audit Report from Practicing Company Secretary. The Board ofDirectors have appointed M/s AVS & Associates Practicing Company Secretary as aSecretarial Auditor for the financial year 2018-2019.

Secretarial Audit Report issued by M/s. AVS & Associates Practicing CompanySecretaries in Form MR-3 for the financial year 2018-19 forms part to this report as ‘AnnexureB'. Qualification or adverse remark or disclaimer made by the auditor in his reportand reply of the management on the same is provided in ‘Annexure-I'

Employees Stock Option Scheme (ESOS) Sweat Equity & Shares having differentialvoting rights:

Your Company has not issued any shares to the employees of the Company under theEmployee Stock Option Scheme Sweat Equity and with differential voting rights in theprevious financial year.

Management Discussion and Analysis:

The Management Discussion and Analysis forms part of the Directors' Report is annexedherewith as ‘Annexure C'.

Corporate Governance Report:

Pursuant to sub-regulation 2 of regulation 15 of Chapter IV of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 a report on corporategovernance under para C of Schedule V of Annual Report is not applicable to the Company.Hence Report of the Company on Corporate Governance and its relatedcertificates/confirmations has not been furnished.

Number of Meetings of the Board:

During the financial year 2018-19 the Company was under Corporate InsolvencyResolution Process (‘CIRP') hence the provisions as specified in listingregulations and Companies Act 2013 with respected to the Board of Directors and theirmeetings has been fulfilled by the resolution professional whenever required.

Director's Responsibility Statement:

Pursuant to the requirement of Section 134(3) (c) of the Companies Act 2013 withrespect to the Directors' Responsibility Statement it is hereby confirmed:

a) that in the preparation of the accounts for the financial year ended on 31st March2019 the applicable accounting standards have been followed along with proper explanationrelating to material departures

b) that the Directors had selected such accounting policies and applied themconsistently and made judgments and estimates that were reasonable and prudent so as togive a true and fair view of the state of affairs of the Company as at 31st March 2019and of the profit/loss of the Company for the year ended on that date;

c) that the Directors had taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Act for safeguardingthe assets of the Company and for preventing and detecting fraud and other irregularities;

d) that the Directors had prepared the accounts for the financial year ended on 31stMarch 2019 on a ‘going concern' basis. e) that Directors had laid down adequatefinancial controls and that the financial controls were adequate and were operatingeffectively.

f) that Directors had devised systems to ensure compliance with the provisions of allapplicable laws were in place and were adequate and operating effectively up to the someextent.

Policy on Director's appointment and remuneration:

The Company has the Nomination and Remuneration Policy in accordance with theprovisions of Companies Act 2013 read with the rules made there under and SEBI (ListingObligations and Disclosure Requirements) Regulation 2015. However due to initiationCorporate Insolvency Resolution Process (‘CIRP') the same has been not reviewed bythe Company.

Particulars of loans guarantees or investments under Section 186:

During the financial year 2018-2019 there are no such transactions transacted by theCompany and hence particulars of details of loans guarantee security or investmentscovered under Section 186 of the Companies Act 2013 are not required to be furnished.

Corporate Social Responsibility:

The Company is not falling in any criteria as mentioned in Section 135 of the Act readwith Companies (Corporate Social Responsibility Policy) Rules 2014 the Act. Henceprovision of CSR is not applicable to the Company.

Fraud:

During the year Statutory Auditor of the Company has not reported any fraud asspecified under the second proviso of Section 143 (12) of the Companies Act 2013(including any statutory modification(s) or re-enactment(s) thereof for the time being inforce).

Disclosure under Sexual Harassment Act:

During the year there were no complaints filed against any of the employees of theCompany under this Act.

Material changes and commitments affecting financial position between the end of thefinancial year and date of report:

There are no material changes and commitments occurred which affect the financialposition of the Company between the end of the financial year and date of report exceptNational Company Law Appellate Tribunal passed its order dated June 11 2019 and grantedsome relief to the resolution applicants by way of redistribution of amount payable to thestakeholders provided in the original resolution plan as approved by the Committee ofCreditors of Corporate Debtor i.e. the Rubber Products Limited with 100% votes onSeptember 1 2018 and later on by the National Company Law Tribunal Mumbai Bench(‘NCLT') vide its order dated February 19 2019.

Conservation of Energy Technology Absorption and Foreign Exchange Earnings &Outgo:

A. Conservation of Energy Technology Absorption: Steps taken or impact onconservation of energy:

Considering the Corporate Insolvency Resolution Process (‘CIRP') the Company hasnot taken any material steps on conservation of energy during the year.

The steps taken by the Company for utilizing alternate sources of energy:

During the Financial Year the Company has not taken any steps for utilizing alternatesources of energy.

Capital investment on energy conservation equipment's:

During the Financial Year the Company has not made any new investments in the energyconservation equipment's which is Capital in nature.

B. Technology Absorption:

During the reporting year no technology absorption was done by the Company.

C. Foreign exchange earnings and outgo:

During the financial year there was no foreign exchange earnings and outgo in theCompany.

Risk Management and Compliance Framework:

During the year all the risk related to compliance and activity in relation toCorporate Insolvency Resolution Process has been managed by Resolution Professional.

Cost Records:

During the financial year the Company is not required to maintain cost records asspecified by the Central Government under sub-section (1) of section 148 of the CompaniesAct 2013.

Secretarial Standards Compliance:

During the financial year 2018-19 the Company was under Corporate InsolvencyResolution Process (‘CIRP') hence the provisions as specified in secretarialstandards are complied by the resolution professional to the extent it is applicable.

Board Evaluation:

Pursuant to initiation Corporate Insolvency Resolution Process (‘CIRP') all thepowers roles and responsibilities of the Board Committee and Directors has beenrefrained to the resolution professional. Hence requirement of evaluation of boardcommittee and Directors are not applicable.

Acknowledgment:

Your Directors would like to express their grateful appreciation to all stakeholders ofthe Company.

On behalf of the Board of Directors
The Rubber Products Limited
SD/- SD/-
Jagmeet Singh Sabharwal Akshay Ashokan Veliyil
Director Director
DIN: 00270607 DIN: 07826136
Add: C/o: Plot-C 44 Road No.28 Add: C/o: Plot-C 44 Road No.28
Wagle Industrial Estate Wagle Industrial Estate
Thane - 400604 Thane - 400604
Date: 29/08/2019
Place: Thane Mumbai