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Senbo Industries Ltd.

BSE: 532021 Sector: Health care
NSE: N.A. ISIN Code: INE792C01010
BSE 00:00 | 01 Aug Senbo Industries Ltd
NSE 05:30 | 01 Jan Senbo Industries Ltd
OPEN 7.00
PREVIOUS CLOSE 7.00
VOLUME 31
52-Week high 7.71
52-Week low 6.99
P/E
Mkt Cap.(Rs cr) 8
Buy Price 7.35
Buy Qty 1.00
Sell Price 7.00
Sell Qty 12.00
OPEN 7.00
CLOSE 7.00
VOLUME 31
52-Week high 7.71
52-Week low 6.99
P/E
Mkt Cap.(Rs cr) 8
Buy Price 7.35
Buy Qty 1.00
Sell Price 7.00
Sell Qty 12.00

Senbo Industries Ltd. (SENBOINDS) - Director Report

Company director report

Dear Shareholders

Your Directors have pleasure to present the Twenty Fifth Annual Report together withthe Audited Statement of Accounts of Senbo Industries Limited for the year endedMarch 31 2019

Financial Performance

The summarized financial results of your Company for the year are given in the tablebelow.

Particulars 2018-19 2017-2018
(Rs.) (Rs.)
Profit / (Loss) before Finance Charges Depreciation (4141138) (854246)
Depreciation and Amortization 1469863 1493268
Finance Charges 736429 6015
Profit / (Loss) before exceptional items (9839225) (1963243)
Tax Expenses of earlier year - 384271
Profit / (Loss) from Continuing operation (9839225) (2347514)
Profit / (Loss) for the period (9839225) (2347514)
Accumulated (Loss) brought forward (377123839) (374776325)
(Loss) carried forward to Balance Sheet (386963064) (377123839)

Business Review/State of the company's affairs and Industry Scenario

Inspite of its best effort your Company has not been able to find out any businessavenue. The factory at Sonarpur as such could not be re-opened as on date.

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.

Reserves

Due to loss during the year no amount is proposed to be transferred to reserves.

Dividend

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

It may however be relevant to mention here that notice of petition filed undersection 7 of Insolvency and Bankruptcy Code 2016 was presented by Oriental Bank ofCommerce against the company before the National Company Law Tribunal Kolkata Bench andthe Bench also issued a notice dated 5th April2019 to the Company to thiseffect.

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 31st 2019 and the date of this Report of the Directorsfollowing important events took place:

Changes in Board and KMP

a. Appointment of CFO

Ms. Amrita Bhattacharya was appointed w.e.f. as on 23rd April 2019 as CFOof the Company pursuant to section 203 read with rule made there under and otherapplicable provisions of the Companies Act 2013.

b. Appointment of Women Director

Ms.Monika Bhattacharjee was inducted in the Board as Additional Director w.e.f. 10thMay 2019 in compliance with the section 152 read with Schedule IV of the CompaniesAct2013 and all other applicable provisions if any of the Companies Act 2013.

c. Appointment of Director

Mr. Dipak Chandra Ray was inducted in the Board as Additional Director w.e.f 30th May2019 in compliance with the sections 149 150 and 152 read with Schedule IV of theCompanies Act2013 and Section 161(1) read with Companies (Appointment and Qualificationof Directors) Rules 2014 and other applicable provisions.

d. Resignation of Director

Mr. Harijiban Banerjee resigned from the directorship of the Company w.e.f 31st May2019 and Mr. Badal Modak resigned from the directorship of the Company w.e.f. 21st December2018.

Subsidiary/ Joint Ventures/ Associates

Company does not have any Subsidiary/ Joint Ventures/ Associates.

Share Capital

The paid up Equity Share Capital as on March 31 2019 was Rs. 106212000/-. During theyear under review the company has not issued any shares or any convertible instruments.

Details of Board Meetings

During the year Seven (7) number of Board meetings were held details of which aregiven below:

Date of the meeting No. of Directors attended the meeting
30.05.2018 6
15.07.2018 4
14.08.2018 5
14.11.2018 5
21.12.2018 4
12.02.2019 4
28.03.2019 4

Capital/ Finance

As on 31st March 2019 the share capital structure of the Company is asfollows:

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
Total Equity Share Capital 108479000

* Cumulative Redeemable Preference of Rs. 191800000 of Rs.100 Each has been treatedas Non Current Liability.

Extract of Annual Return

Pursuant to section 92 (3)of the Companies Act 2013 (‘the Act') and rule 12(1) ofthe Companies (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. Harijiban Banerjee Member
3. Badal Modak Member
4. Pradip Kumar Chakravorty Member
5. Kingshuk Sengupta Member

During the year the Committee had met on 14.08.2018 14.11.2018 21.12.201801.01.2019 28.03.2019 Shri Badal Modak resigned with effect from 21.12.2018 and ShriKingshuk Sengupta has been inducted in the Audit Committee on 01.01.2019.

b. Nomination & Remuneration Committee

Sl. No. Name Chairman/ Members
1. Pradip Kumar Chakravorty Chairman
2. Dr. Shaibal Kumar Chakraborty Member
3. Badal Modak Member
4. Harijiban Banerjee Member

Nomination and Remuneration Committee headed by Shri Pradip Kumar Chakravorty has beenvested with the powers to determine the terms of appointment of Executive Directors CEOCFO CS etc. and the policy on remuneration package of the Executive Directors andrevision in sitting fees as paid to the Directors for attending meetings of the Board orCommittees thereof. However directors have not been paid any remuneration or sitting feesduring the year considering the financial position of the Company. Shri Badal Modakresigned with effect from 21.12.2018

c. Stakeholders Relationship Committee

Sl. No. Name Chairman/ Members
1. Dr. Shaibal Kumar Chakraborty Chairman
2. Pradip Kumar Chakravorty Member
3. Badal Modak Member
4. Harijiban Banerjee Member

The terms of reference of the Committee are to look into redressal of investorscomplaints like transfer of shares non receipt of annual report etc and to oversee theperformance of the Registered and Share Transfer agent. The details of complaints receivedand attended to during the year are given below:

No. of Shareholders' complaints received so far (As on 31.10.2018) : 1
No. of Complaints pending/ unresolved : NIL
No. of Complaints duly Solved (Disposed of as on 18.02.2019) : 1

Vigil mechanism

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 whilst 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 23rd Annual General Meeting held on 22nd March 2018 andM/s. Agrawal & Kothari (Regn No: 323424E) Chartered Accountants were appointed as theStatutory Auditors of the Company for a period of 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.

Secretarial Audit

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 does not call for any further comments. As per SecretarialAudit Report it is mentioned that company has not paid the Annual Listing fee of BSE. Dueto financial crisis and acute financial crunch the Company unable to pay the listing fees.

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 and Shri Badal Modak arethe Independent Directors on the Board of your Company. In the opinion of the Board and asconfirmed by these Directors they fulfil the conditions specified in section 149 of theAct and the Rules made thereunder about their status as Independent Directors of theCompany. However Badal Modak has expressed his desire not to continue as a director ofthe Company. Accordingly the Board has accepted his resignation in the Board Meeting dated21.12.2018.

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') o f the Company within the broad policyformulated by the Nomination and Remuneration Committee comprising only Non-ExecutiveDirectors and in conformity with the relevant provisions of the Companies Act 2013 andalso subject to the required 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

The KMP of the Company as on 31/03/2019 are as follows:-

1. Chief Executive Officer (CEO) : Shri Kajal Sengupta

2. Company Secretary (CS) : Ms. Amrita Bhattacharya had been appointed as a CompanySecretary and Compliance Officer w.e.f. 21st December 2018 in place of SmtPaulami Mukherjee who resigned from the services w.e.f. 14th November 2018.

3. Chief Financial Officer (CFO) : Ms. Amrita Bhattacharya (w.e.f. 23.04.2019)

Transfer of Amounts to Investor Education and Protection Fund

There was no amount required to be transferred to IEPF.

Public Deposits

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 formsan integral part of this Report is set out as Annexure-4 together with theCertificate from the Auditors of the Company regarding compliance with the requirements ofCorporate Governance 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 theDirectors' 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.

Board Evaluation:

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.

Meeting of Independent Directors:

A separate meeting of Independent Directors was held on 28.03.2019 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.

Listing:

The shares of the company have 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 whichregisters the complaints made by any aggrieved woman for upholding the Justice.

Outstanding Annual Listing Fees of BSE

Due to acute Financial crisis of the company the required Annual Listing Fees of BSEfor the year 2016-2017 2017-2018 2018-2019 2019-2020 total into Rs. 693000 could notbe paid inspite of best efforts of the company.

Cost Audit & Cost Records

The provisions for conducting cost audit and / or maintaining cost records as per theAct does not apply to your Company during the financial year under report.

Fraud

There was no case of any fraud reported during the financial year under report.

Secretarial Standards

The Board of Directors hereby affirms that your Company has adhered to the SecretarialStandards as prescribed by the Institute of Company Secretaries of India during thefinancial year under report.

Acknowledgement:

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) (Dipak Chandra Ray)
Date: 27th June 2019 Director Director
Place: Kolkata DIN: 00329102 DIN:01341928

Annexure 2

FORM NO. AOC-2

(Pursuant to clause (h) of sub-section 134 of the Act and Rule 8(2) of the Companies(Accounts) Rules 2014)

Disclosure of particulars of contracts/arrangements entered into by the company withrelated parties referred to in sub-section (1) of section 188 of the Companies Act 2013including certain arms length transactions under third proviso thereto

1. Details of contracts or arrangements or transactions not at arm's length basis- NIL

2. Details of contracts or arrangements or transactions at arm's length basis:

S. No Particulars Information
(a) Name(s) of the related party and nature of relationship Senbo Engineering Limited having common directors and two common promoters
(b) Nature of contracts/ arrangements/ transactions Taking Godown Property on rent from Senbo Industries Limited
(c) Duration of the contracts / arrangements/ transactions 9 months (31.12.2018)
(d) Salient terms of the contracts or arrangements or transactions including the value if any Rent of Rs. 225000/- per quarter commenced from 1st July 2016.
90% of the Electricity charges of the rented space will be borne by the Senbo Engineering Ltd.
(e) Date(s) of approval by the Board 30th May2018
(f) Amount paid as advances if any: NIL

 

For and on behalf of the Board
Senbo Industries Limited
Place: Kolkata Kingshuk Sengupta Dipak Chandra Ray
Date: 27th June 2019 Director Director
DIN: 00329102 DIN: 01341928

ANNEXURE-5

DISCLOSURE UNDER SECTION 197 (12) OF THE COMPANIES ACT2013 READ WITH RULE 5 (1)OF THECOMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) AMENDMENT RULES 2016

Name of the Director / CEO / CFO / Company Secretary / Manager Designation (i) Ratio of the remuneration of each director to the median remuneration of the employees of the Company for the financial year 2018-19 (ii) Percentage increase in Remuneration during 2018-19
Kajal Sengupta CEO NA NA
Kingshuk Sengupta Non Executive Director NA NA
Pradip Kumar Chakravorty Independent Director NA NA
Shaibal Kumar Chakraborty Independent Director NA NA
Harijiban Banerjee Non Executive Director NA NA
Badal Modak Independent Director NA NA

 

Sl. No. Description Remarks
iii. the percentage increase in the median remuneration of employees in the financial year; N.A
iv. the number of permanent employees on the rolls of company; 0
v. average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration; N.A

vi. It is hereby affirmed that the remuneration to managerial personnel referred toabove is as per the remuneration policy of the Company.