Your Directors have pleasure to present the Twenty Third Annual Report together withthe Audited Statement of Accounts of Senbo Industries Limited for the year endedMarch 31 2017
The summarized financial results of your Company for the year are given in the tablebelow.
|Particulars ||2016-17 ||2015-16 |
| ||(Rs.) ||(Rs.) |
|Profit / (Loss) before Finance Charges Depreciation ||(1468473) ||(4744705) |
|Depreciation and Amortization ||1493268 ||1493267 |
|Finance Charges ||21078 ||106167 |
|Profit / (Loss) before exceptional items ||(2982819) ||(6344139) |
|Reversal of depreciation of earlier years ||- ||- |
|Tax Expenses of earlier year ||250308 ||9470 |
|Profit / (Loss) from Continuing operation ||(3233127) ||(6353609) |
|Profit / ( Loss) for the period ||(3233127) ||(6353609) |
|Accumulated (Loss) brought forward ||(371543198) ||(365189589) |
|(Loss) carried forward to Balance Sheet ||(374776325) ||(371543198) |
BUSINESS REVIEW/STATE OF THE COMPANY'S AFFAIRS
Inspite of its best outlook the Company has not been able to find out any businessavenue. The factory at Sonarpur can be re-opened only after identification of new andprofitable ventures by the management.
The Board has been constantly keeping a close watch on the various industries andsectors of the economy in order to identify the business opportunities. However noworkable area of new venture could be found out as yet by your Board.
The prospect of the Company depends on re-start of the business activities of itsfactory at Sonarpur with new projects and full utilisation of the unsused facilities whichhas remained idle for the last few years.
Due to loss during the year no amount is proposed to be transferred to reserves.
The Company has not declared any dividend during the financial year.
CHANGES IN THE NATURE OF BUSINESS IF ANY
There is no change in the nature of the business of the Company.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE
There was no significant and material order passed by regulators or courts or tribunalsimpacting the going concern status and Company's operations in future.
MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICHTHE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT
There were no material changes and commitments affecting the financial position of theCompany occurring between March 31 2017 and the date of this Report of the Directors.
Your company does not have any Subsidiary/Joint Ventures/Associates.
The paid up Equity Share Capital as on March 31 2017 was Rs. 106202000/-. During theyear under review the company has not issued any shares or any convertible instruments.
DETAILS OF BOARD MEETINGS
During the year six number of Board meetings were held details of which are givenbelow:
|Date of the meeting ||No. of Directors attended the meeting |
|24.05.2016 ||7 |
|30.05.2016 ||7 |
|13.08.2016 ||7 |
|19.09.2016 ||7 |
|10.11.2016 ||7 |
|10.02.2017 ||7 |
As on 31st March 2017 the share capital structure of the Company is as follows:
|Particulars ||Amount(Rs.) |
|Equity Share Capital || |
|Issued Share Capital : 11000000 Equity Shares of Rs. 10 each ||110000000 |
|Subscribed Share Capital : 11000000 Equity Shares of Rs. 10 each ||110000000 |
|Subscribed & Fully paid up : 10620200 Equity Shares of Rs. 10 each ||106202000 |
|Subscribed but not fully paid up : 379800 Equity Shares of Rs. 10 each ||2277000 |
|Preference Share Capital || |
|Issued Share capital : 1918000 Preference Shares of Rs. 100 each ||191800000 |
|Subscribed & Fully paid up : 1918000 Preference Shares of Rs. 100 each ||191800000 |
|Total Share capital ||300279000 |
EXTRACT OF ANNUAL RETURN
Pursuant to section 92(3) of the Companies Act 2013 ('the Act') and Rule 12(1) of theCompanies (Management and Administration) Rules 2014 extract of the annual return isAnnexed as Annexure 1.
Committees of the Board
The details of composition of the Committees of the Board of Directors are as under:
a. AUDIT COMMITTEE
|Sl. No. ||Name ||Chairman/ Members |
|1. ||Dr. Shaibal Kumar Chakraborty ||Chairman |
|2. ||Badal Modak ||Member |
|3. ||Bimal Kanti Choudhury ||Member |
During the year the Committee had met on 24.05.2016 30.05.2016 13.08.201610.11.2016 & 10.02.2017. Shri Bimal Kanti Choudhury resigned with effect from14.11.2017 and Shri Harijiban Banerjee has been inducted in the Audit Committee on thesame date.
NOMINATION & REMUNERATION COMMITTEE
|Sl. No. ||Name ||Chairman/ Members |
|1. ||Shri Pradip Kumar Chakravorty ||Chairman |
|2. ||Dr. Shaibal Kumar Chakraborty ||Member |
|3. ||Shri Badal Modak ||Member |
STAKEHOLDERS RELATIONSHIP COMMITTEE
|Sl. No. ||Name ||Chairman/ Members |
|1. ||Dr. Shaibal Kumar Chakraborty ||Chairman |
|2. ||Pradip Kumar Chakravorty ||Member |
|3. ||Badal Modak ||Member |
The Company has a vigil mechanism named Fraud and Risk Management (FRM) Policy to dealwith instance of fraud and mismanagement if any. The FRM Policy ensures that strictconfidentiality is maintained while dealing with concerns and also that no discriminationwill be meted out to any person for a genuinely raised concern. The policy has beenuploaded in the website of the company at www.senboindustries.co.in.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirement clause (c) of sub-section (3) of Section 134 of theCompanies Act 2013 your Directors confirm that:
(a) in the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;
(b) the directors selected such accounting policies and applied them consistently andmade judgments and estimates that were reasonable and prudent so as to give a true andfair view of the state of affairs of the company at the end of the financial year and ofthe profit and loss of the company for that period;
(c) the directors took proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;
(d) the directors prepared the annual accounts on a going concern basis;
(e) the directors laid down internal financial controls to be followed by the companyand that such internal financial controls were adequate and operating effectively;
(f) the directors devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.
RELATED PARTY TRANSACTIONS
The details of transactions entered into with the Related Parties are enclosed as Annexure2. STATUTORY AUDITORS THEIR REPORT AND NOTES TO FINANCIAL STATEMENTS
In the last Annual General Meeting held on 29 th December 2016 M/s. Rajesh Chaturvedi& Associates Chartered Accountants were appointed as the Statutory Auditors of theCompany for a period of one year. Your directors now propose to appoint M/s Agrawal &Kothari (Regn No: 323424E) as the Auditor of your Company for the next five (5) years.
EXPLANATION TO THE QUALIFICATIONS CONTAINED IN THE AUDITORS' REPORT
The observations made in the Auditors' Report have been duly covered in the relevantNotes to the Financial Statements which form part of the Accounts and are selfexplanatory.
In terms of Section 204 of the Act and Rules made there under R.N. Goswami & Co.(CP No.: 2267) Company Secretaries were appointed Secretarial Auditors of the Company. Thereport of the Secretarial Auditors is enclosed as Annexure 3 to this report. Thereport is self-explanatory and do not call for any further comments.
RISK MANAGEMENT POLICY
Your directors are seized with the problem of closure of the factory for the last fewyears and the threat of slow deterioration of the value of some of the immovableproperties of the Company. These two issues are the two risks the management is facingnow.
DECLARATION BY INDEPENDENT DIRECTORS
Dr. Shaibal Kumar Chakraborty Shri Pradip Kumar Chakraborty Smt. Sanghamitra Sen andShri Badal Modak are the Independent Directors on the Board of your Company. In theopinion of the Board and as confirmed by these Directors they fulfill the conditionsspecified in section 149 of the Act and the Rules made thereunder about their status asIndependent Directors of the Company.
COMPANY'S POLICY ON APPOINTMENT AND REMUNERATION
Remuneration of the Executive Directors the Chief Executive Officer(CEO) the CompanySecretary and immediately one level below Senior Employees of the Company is determinedby the Board of Directors ('Board') of the Company within the broad policy formulated bythe Nomination and Remuneration Committee comprising only Non-Executive Directors and inconformity with the relevant provisions of the Companies Act 2013 and also subject to therequired approval of the Shareholders in their General Meeting.
The Directors considering the financial crunch of the Company have unanimouslyresolved to waive the fees for attending the meetings of the Company including the pastdues of the fees.
INTERNAL FINANCIAL CONTROLS
The internal financial controls with reference to the Financial Statements arecommensurate with the size and nature of business of the Company.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
Shri Harijiban Banerjee and Shri Kingshuk Sengupta Directors retire by rotation at theforthcoming Annual General Meeting and being eligible offer themselves for reappointment.Shri Bimal Kanti Choudhury resigned from the directorship with effect from 14th November2017.
The KMP of the company as on 31/03/2017 are as follows:
1. Chief Executive Officer: Shri. Kajal Sengupta
2. Company Secetary (CS): Shri. Rahul Kumar Singh.
The company is looking for a suitable candidate for the post of Chief Financial Officer(CFO).
TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND
There was no amount required to be transfered to IEPF.
Your Company has not accepted any deposits from public in terms of Section 73 to 76 ofthe Companies Act 2013.
MANAGEMENT DISCUSSION & ANALYSIS AND CORPORATE GOVERNANCE
The Corporate Governance and Management Discussion & Analysis Report which form anintegral part of this Report are set out as Annexure-4 together with the Certificatefrom the Auditors of the Company regarding compliance with the requirements of CorporateGovernance as stipulated in SEBI (LODR)Regulations 2015.
DISCLOSURE UNDER SECTION 197(12) AND RULE 5 OF THE COMPANIES (APPOINTMENT &REMUNERATION OF MANAGERIAL PERSONNEL) RULES 2014
Information in accordance with the provisions of Section 197(12) of the Companies Act2013 read with Rule 5 of the Companies (Appointment of Managerial Personnel) Rules 2014as amended regarding employee is given in Annexure-5 forming part of the Directors'Report.
DETAILS OF CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS ANDOUTGO
(a) Conservation of energy
Since the factory is closed and there was no production during the financial year. Theconsumption of energy during the year was very low. However the management has takenutmost care in conserving energy and power in order to keep the expenses to the minimumlevel.
(b) Technology absorption
As there was no production or any sort of operation in the factory during the financialyear there is no question of technology absorption.
(c) Foreign exchange earnings and outgo
During the year there was neither any outgo nor any earning of the foreign exchange.
The Nomination & Remuneration Committee laid down the policy and process ofevaluation of Board of Directors. Under this policy a set of parameters to be used in theevaluation process has been determined for:
i. Self evaluation of the Board Members.
ii. Evaluation of Non-Independent Directors' performance by Independent Directors.
iii. Assessment of quality quantity and timeliness of information to the Board.
Using the parameters mentioned above and in accordance with Guidance Note on BoardEvaluation issued by SEBI dated 05.01.2017 the evaluation of the Board Members wascarried out.
MEETING OF INDEPENDENT DIRECTORS
A separate meeting of Independent Directors was held on 30.03.2017 to evaluateperformance of the Chairman of the Board the Directors and the Board as a whole.
LOANS GUARANTEES AND INVESTMENT
The particulars of loans guarantees and investments have been provided in the notes tothe financial Statements of the Company.
The shares of the company has been listed in Bombay Stock Exchange Limited (BSE Ltd)and Calcutta Stock Exchange Limited (CSE Ltd).
PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE
In terms of Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013 the Company has an internal complaints committee in place whichentertains the complaints made by any aggrieved woman.
Your Directors wish to place on record their appreciation of assistance andco-operation received from bankers lenders suppliers customers Govt. authoritiesemployees and other stake holders.
| ||For and on behalf of the Board || |
| ||Senbo Industries Limited || |
| ||(Kingshuk Sengupta) ||(Harijiban Banerjee) |
|Date: 14 th February 2018 ||Director ||Director |
|Place: Kolkata ||DIN: 00329102 ||DIN: 00627508 |