Solid Containers Limited
Your Directors are pleased to present their Report on yourCompany's business operations along with the audited financial statements for thefinancial year ended on 31 March 2017.
The highlights of the Company's performance during the financialyear are as below:
SUMMARY OF FINANCIAL RESULTS
| || ||(Rs. in Lakhs) |
| ||Year Ended ||Year Ended |
| ||31.03.2017 ||31.03.2016 |
|Sales ||NIL ||NIL |
|Profit / (Loss) before depreciation ||(231) ||(271) |
|Depreciation ||15 ||15 |
|Profit / (Loss) before Tax ||(246) ||(286) |
|Profit / (Loss) after Tax ||(246) ||(286) |
There has been no change in the status of the Company'soperations. The operations continued to be suspended and unviable. There has been nofurther development nor was the Company able to re-commence its operations.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The Management Discussion and Analysis Report for the year underreview of the operations of the Company is provided in a separate section of this AnnualReport and forms a part of the Board's Report.
Your Company is committed in maintaining highest standards of CorporateGovernance aligned with best practices. Provisions of Regulation 15(2) of SEBI (ListingObligations & Disclosure Requirements) Regulations 2015 ("ListingRegulations") is not applicable to the Company however as a best corporategovernance practice your company has met with corporate governance compliances as perListing Regulations during the year and a report on the Corporate Governance is formingpart of this Annual report.
In view of loss incurred by the Company during the year your Directorsdid not recommend any dividend on Equity shares of the Company.
TRANSFER TO RESERVES
In view of the Company incurring losses in previous years yourDirectors have not transferred any amount to reserves.
M/s. MGB & Co. LLP Chartered Accountants was appointed as theStatutory Auditors at the Annual General Meeting (AGM) of the Company held on 30 September2014 for a term of three years and their term will expire at the conclusion of theforthcoming AGM.
It is therefore proposed to appoint M/s. J. Singh & AssociatesChartered Accountants as Statutory Auditors of the Company for a term as mentioned in AGMNotice. The Company has received letter from them to the effect that their appointment ifmade will be within the prescribed limits and confirming that they are not disqualifiedfor such appointment pursuant to the Companies Act 2013 and applicable statutoryprovisions. Accordingly the Audit Committee and Board of the Company have considered andrecommends to the members for their appointment as a statutory auditor of the Company atthe ensuing Annual General Meeting.
The qualification and observations made by the Auditors in their reportare self-explanatory.
The Auditors in their report have qualified that Company is no longer agoing concern and has not made adjustments to accounts relating to recoverability ofassets and liabilities as might be necessary when your Company is no longer a goingconcern. In this regard it may be noted that the operations of your Company continue tostay suspended. In view of these facts the Company is not in a position to make anyadjustments in its accounts for recoverability of assets and restatement of liabilities.
Pursuant to section 204 of the Companies Act 2013 and the Rules framedthereunder the Company has appointed Ms. Tehseen Khatri of T.F Khatri & AssociatesCompany Secretary in Practice and Fellow member of ICSI as a secretarial auditor of theCompany to conduct secretarial audit for the financial year ended 31 March 2017 The reportof the Secretarial Auditor is annexed herewith as Annexure 1 and forms part of thisReport. There are no qualifications reservations or adverse remarks made by theSecretarial Auditor in her report.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
In accordance with the provisions of section 152(6) of the Act andArticles of Association of the Company Mr. Ashok Goel Director of the Company is liableto retire by rotation at the ensuing Annual General Meeting (AGM) and being eligibleoffers himself for re-appointment. The Board recommends his re-appointment. All theIndependent Directors have given their declarations that they meet the criteria ofindependence as laid down under Section 149 of the Act and Listing Regulations.
During the year Mrs. Anjali Singh Company Secretary and ComplianceOfficer resigned from the services of the Company. In terms of the provisions of Section196 of Companies Act 2013 the Board of Directors of the Company has re-appointed Mr.Suresh Kumar Suri as Manager of the Company for a period of three years with effect from29 April 2017 subject to approval of members at the ensuing Annual General Meeting (AGM)of the Company on such terms and conditions as specified in Notice convening 52nd AGM ofthe Company.
Further details of the Company's policy on Directors appointmentand remuneration including criteria for determining qualifications positive attributesindependence of directors and other matters as prescribed under section 178(3) of theCompanies Act 2013 is given in the Corporate Governance Report which forms part of thisAnnual Report.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to section 134(5) of the Companies Act 2013 the Board ofDirectors to the best of their knowledge and ability make the following statements: 1)that in the preparation of the annual financial statements for the year ended 31 March2017 the applicable accounting standards have been followed along with proper explanationrelating to material departures if any; 2) that such accounting policies have beenselected and applied consistently and judgments and estimates have been made that arereasonable and prudent so as to give a true and fair view of the state of affairs of theCompany as at 31 March 2017 and the loss of the Company for the year ended on that date.3) that proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities. 4) that the annual financial statements have been prepared on a goingconcern basis However Auditors have qualified their report by stating that the Companyis no longer a going concern and has not made adjustments to accounts relating torecoverability of assets and liabilities as might be necessary when the Company is nolonger a going concern. The qualification has been explained aforesaid in this report; 5)that proper internal financial controls were in place and that the financial controls wereadequate and were operating effectively; 6) that systems to ensure compliance with theprovisions of all applicable laws were in place and were adequate and operatingeffectively.
NUMBER OF THE MEETINGS OF THE BOARD
Six meetings of the Board were held during the year. For details ofmeetings of the Board please refer Corporate Governance Report which forms part of thisannual report.
Audit Committee of the Board has been constituted as per the ListingRegulations and section 177 of the Companies Act 2013. Constitution meetings attendanceand other details of the Audit Committee are given in Corporate Governance Report whichforms part of this annual report.
NOMINATION AND REMUNERATION COMMITTEE
Nomination and Remuneration Committee of the Board has been constitutedin terms of Listing Regulations and section 178 of the Companies Act 2013. Constitutionand other details of Nomination & Remuneration Committee are given in the CorporateGovernance Report which forms part of this annual report.
SUBSIDIARY JOINT VENTURE AND ASSOCIATE COMPANIES
The Company does not have any subsidiary/ associate Company or jointventure.
The Board has carried out the annual evaluation of its own performanceand of each of the directors individually including the independent directors as well ofthe working of its committees. The manner in which the evaluation has been carried out hasbeen explained in detail in the Corporate Governance Report which forms part of thisAnnual Report.
CORPORATE SOCIAL RESPONSIBILTY
Company had incurred losses in the immediate three preceding financialyears and hence the provisions of section 135 of the Companies Act 2013 is not applicableto the Company.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS BY COMPANY
The Company has not provided any Loans Guarantees or made anyInvestments during the year.
RELATED PARTY TRANSACTIONS
None of the transactions with related parties fall under the scope ofsection 188(1) of the Companies Act 2013. Accordingly there are no particulars to reportin form AOC 2 of the Companies (Accounts) Rules 2014.
Details of the related party transactions during the year as requiredunder Listing Regulations and Accounting standards are given in note 22 to the financialstatements. The policy on Related Party Transactions is posted on the Company'swebsite www.solidcontainers.net.
INFORMATION ON EMPLOYEES
Pursuant to Section 197 of the Companies Act 2013 read with Rule 5(1)of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014details of the ratio of remuneration of each Director to the median employee'sremuneration are appended to this Report as Annexure 2(a).
The statement containing particulars of employees as required undersection 197(12) of the Companies Act 2013 read along with Rules 5(2) and 5(3) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 is annexed asAnnexure 2(b).
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGEEARNINGS AND OUTGO
|A) ||Conservation of Energy ||NIL |
|B) ||Technology Absorption ||NIL |
|C) ||Foreign Exchange earnings and outgo ||NIL |
OTHER INFORMATION / DISCLOSURES
There are no significant material orders passed by the regulatorcourts or tribunal against the Company that impacts the Company's operations infuture. There have been no material changes and commitments affecting the financialposition of the Company which have occurred between the end of the financial year of theCompany to which the Financial Statements relate and the date of the report.
In accordance with section 134(3)(a) and section 92(3) of the Act anextract of the annual return as at 31 March 2017 in form MGT 9 forms part of this Reportas Annexure 3.
The Company has in place a policy against sexual harassment at workplace in line with the requirements of the concern statute. There was no complaintreceived from any employee during the year nor there are any pending complaints whichneed to be redressed as on 31 March 2017.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
The Company has formulated a whistle blower policy with a view toprovide vigil mechanism for the directors and employees of the Company to report instancesof unethical behavior fraud or mismanagement. The said policy has been explained in theCorporate governance report and also displayed on the Company's websitewww.solidcontainers.net.
INTERNAL FINANICIAL CONTROL
The Company has a proper and adequate Internal Financial ControlSystem to ensure that all assets are safeguarded and protected against loss fromunauthorized use or disposition and the transactions are authorized recorded and reportedcorrectly. Internal financial control is exercised through documented policies andguidelines. The internal financial control is designed to ensure that the financial andother records are reliable for preparing financial statements and other data and formaintaining accountability of persons.
In accordance with Section 134(3)(n) of the Act the Company has frameda Risk Management Policy to identify and assess the key risk areas. At present the Companyhas not identified any element of risk which may threaten the existence of the Company.
Your Company has not accepted any deposits from the public and thereare no outstanding deposits from the public as on 31 March 2017.
The Board of Directors expresses its gratitude to the Members of theCompany for their continued support.
| || ||For and on behalf of the Board of Directors |
| || ||For Solid Containers Limited |
|Place ||: Mumbai ||Ashok Goel |
|Date ||: 30 May 2017 ||Chairman |