Solid Containers Limited
Your Directors are pleased to present their Report on your Companys businessoperations along with the audited financial statements for the financial year ended on 31stMarch 2021.
The highlights of the Companys performance during the financial year are asbelow:
SUMMARY OF FINANCIAL RESULTS
(Amount Rupees in Lakhs)
|Particulars ||Year Ended 31.03.2021 ||Year Ended 31.03.2020 |
|Revenue from operations ||- ||- |
|Other income ||33.92 ||57.60 |
|Total income ||33.92 ||57.60 |
|Expenses ||(259.85) ||(389.37) |
|Profit / (Loss) before tax ||(225.93) ||(331.77) |
|Tax ||- ||- |
|Profit / (Loss) after tax ||(225.93) ||(331.77) |
There has been no change in the status of the Companys operations. The operationscontinued to be suspended and unviable. There has been no further development nor was theCompany able to recommence its operations.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The Management Discussion and Analysis Report for the year under review of theoperations of the Company is provided in a separate section of this Annual Report.
Pursuant to the provisions of Regulation 34 read with Schedule V the following havebeen made a part of the Annual Report and are appended to this report:
a. Management Discussion and Analysis;
b. Report on Corporate Governance;
c. Declaration on Compliance with Code of Conduct; and
d. Certificate from Practicing Company Secretary that none of the Directors on theBoard of the Company have been debarred or disqualified from being appointed or to act asdirector of the Company.
In view of loss incurred by the Company during the year your Directors did notrecommend any dividend on Equity shares of the Company.
TRANSFER TO RESERVES
In view of the Company incurring losses in previous years your directors have nottransferred any amount to reserves.
There was no change in the Share Capital of the Company during the year 2020-21. Thepaid up equity share capital of your Company as on 31st March 2021 is '43808960/- (Rupees Four Crores Thirty Eight Lakhs Eight Thousand Nine Hundred SixtyOnly) divided into 4380896 Equity shares of face value of '10/- (Rupee Ten only) each.
LISTING OF SHARES:
The Equity shares of the Company are listed on BSE Limited (BSE). The Company has paidthe requisite listing fees to the respective Stock Exchanges for the financial year2020-21.
CHANGE IN THE NATURE OF BUSINESS:
There has been no change in the nature of business during the year under review.
HOLDING SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES:
As on 31st March 2021 the Company does not have any Subsidiary Associateor Joint Venture Company. STATUTORY AUDITOR
At the AGM held on 28th September 2017 M/s. J Singh & AssociatesChartered Accountants was appointed Statutory Auditor of the Company for a period of fiveyears. The Companies Amendment Act 2017 has waived-off the requirement of annualratification.
The qualification and observations made by the Auditors in their report areself-explanatory.
The Auditors in their report have qualified that the Company is not carrying anymanufacturing operations and has substantial accumulated losses. The net worth of theCompany has been fully eroded due to the accumulated losses. In view of the above theCompany is no longer a going concern. However the accounts have been prepared on goingconcern basis as the management is exploring possible steps to revive its operations.
Pursuant to the provisions of Section 138 of the Companies Act 2013 read withCompanies (Accounts) Rules 2014 and on recommendation of Audit Committee M/s. Malvika& Associates Chartered Accountants Mumbai were appointed as Internal Auditor of theCompany For the financial year 202021. The Internal Auditors submit their report onperiodical basis to the Audit Committee.
Based on the report of internal audit the management takes corrective action inrespective areas observed and thereby strengthen the controls.
Pursuant to section 204 of the Companies Act 2013 and the Rules framed thereunder theCompany has appointed Ms. Tehseen Khatri of M/s. T. F. Khatri & Associates CompanySecretary in Practice and Fellow member of ICSI as a secretarial auditor of the Companyto conduct secretarial audit for the financial year ended 31st March 2021. Thereport of the Secretarial Auditor is annexed herewith as Annexure 1 and forms part of thisReport. With regard to observations made by the Secretarial Auditors in theirReport your Directors would like to state as under:
The Company appointed Company Secretary Ms. Gayatri Mukkai w.e.f. 7thAugust 2020 Company has filed Form DIR-12 for her appointment as Company Secretary butForm MGT-14 for filing board resolution for her appointment as Company Secretary (KeyManagerial Personnel) is yet to be file.
Reply: The non-compliance in this regards to para above is unintentional and the filingof MGT-14 for filing board resolution for her appointment as Company Secretary (KeyManagerial Personnel) was missed out inadvertently.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
In accordance with the provisions of section 152(6) of the Act and Articles ofAssociation of the Company Mr. Ashok Kumar Goel Director of the Company is liable toretire by rotation at the ensuing Annual General Meeting (AGM) and being eligible offershimself for re-appointment. The Board recommends his re-appointment. All the IndependentDirectors have given their declarations that they meet the criteria of independence aslaid down under Section 149 of the Act and Listing Regulations.
Ms. M S Gayatri has been appointed as Company Secretary and Compliance officer of theCompany w.e.f. 7th August 2020.
Mr. Kundan Tanawade have resigned as Company Secretary and Compliance officer of theCompany w.e.f. 31th July 2020. The Board places on record its appreciation forthe contribution of Mr. Kundan in the compliance management of the Company.
Mr. Suresh Kumar Suri is reappointed as the Manager of the Company for a period ofthree (3) years through Postal Ballot w.e.f. from 29th April 2020.
Further details of the Companys policy on Directors appointment andremuneration 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. Mr. Suresh Suri Ms. M S Gayatri and Mr. Francis Maranda are the KeyManagerial Personnel of the Company.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to section 134(3)(c) of the Companies Act 2013 the Board of Directors tothe best of their knowledge and ability make the following statements:
1) that in the preparation of the annual financial statements for the year ended 31stMarch 2021 the applicable accounting standards have been followed along with properexplanation relating to material departures if any;
2) that such accounting policies have been selected and applied consistently andjudgments and estimates have been made that are reasonable and prudent so as to give atrue and fair view of the state of affairs of the Company as at 31st March 2021and 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 going concern basis.However Auditors have qualified their report by stating that the Company is no longer agoing concern and has not made adjustments to accounts relating to recoverability ofassets and liabilities as might be necessary when the Company is no longer a goingconcern. The qualification has been explained aforesaid in this report;
5) that proper internal financial controls were in place and that the financialcontrols were adequate and were operating effectively;
6) that systems to ensure compliance with the provisions of all applicable laws were inplace and were adequate and operating effectively.
NUMBER OF THE MEETINGS OF THE BOARD
The Board meets at regular intervals to discuss and decide on Companys businesspolicy and strategies apart from the other business of the Board.
During the year under review the Board met 4 (four) times. The details of the meetingsof Board of Directors and the attendance of the Directors at the meetings are provided inthe Report on Corporate Governance. The intervening gap between the two consecutivemeetings was within the period prescribed under the Companies Act 2013 and SecretarialStandard on Board Meetings (SS-1) issued by ICSI.
Audit Committee of the Board has been constituted as per the Listing Regulations andsection 177 of the Companies Act 2013. Constitution meetings attendance and otherdetails of the Audit Committee are given in Corporate Governance Report which forms partof this Annual Report.
NOMINATION AND REMUNERATION COMMITTEE
Nomination and Remuneration Committee of the Board has been constituted in terms ofListing Regulations and section 178 of the Companies Act 2013. Constitution and otherdetails of Nomination & Remuneration Committee are given in the Corporate GovernanceReport which forms part of this Annual Report.
Pursuant to the provisions of the Act a formal annual evaluation needs to be made bythe Board of its own performance and that of its Committees and individual directors.Schedule IV to the Act states that the performance evaluation of the independentdirectors shall be done by the entire Board of Directors excluding the director beingevaluated. The Board works with the Nomination and Remuneration Committee to lay down theevaluation criteria.
The Board has carried out evaluation of its own performance the directors individuallyas well as the working of its Audit Committee Nomination & Remuneration Committee andStakeholders Relationship Committee of the Company. The Board has devisedquestionnaire to evaluate the performances of each of Executive Non-Executive andIndependent Directors. Such questions are prepared considering the business of the Companyand the expectations that the Board have from each of the Directors. The evaluationframework for assessing the performance of Directors comprises of the following key areas:
i. Attendance of Board Meetings and Board Committee Meetings;
ii. Quality of contribution to Board deliberations;
iii. Strategic perspectives or inputs regarding future growth of Company and itsperformance;
iv. Providing perspectives and feedback going beyond information provided by themanagement; and
v. Ability to contribute to and monitor our corporate governance practices.
During the year under review the Nomination and Remuneration Committee reviewed theperformance of all the executive and non-executive directors.
A separate meeting of the Independent Directors was held for evaluation of performanceof nonindependent Directors performance of the Board as a whole and performance of theChairman.
CORPORATE SOCIAL RESPONSIBILTY
Company had incurred losses in the immediate three preceding financial years and hencethe provisions of section 135 of the Companies Act 2013 is not applicable to the Company.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS BY COMPANY
The Company has not provided any loans guarantees or made any investments during theyear. RELATED PARTY TRANSACTIONS:
None of the transactions with related parties fall under the scope of section 188(1) ofthe Companies Act
2013. Accordingly there are no particulars to report in form AOC 2 of the Companies(Accounts) Rules
Details of the related party transactions during the year as required under ListingRegulations and Accounting standards are given in note 17 to the financial statements. Thepolicy on Related Party Transactions is posted on the Companys websitewww.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 2014 details of the ratio ofremuneration of each Director to the median employees remuneration are appended tothis Report as Annexure II(a).
The statement containing particulars of employees as required under section 197(12) ofthe Companies Act 2013 read along with Rules 5(2) and 5(3) of the Companies (Appointmentand Remuneration of Managerial Personnel) Rules 2014 is annexed as Annexure II(b).
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS 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 regulator courts or tribunalagainst the Company that impacts the Companys operations in future.
There have been no material changes and commitments affecting the financial position ofthe Company which have occurred between the end of the financial year of the Company towhich the Financial Statements relate and the date of the report.
The Company has in place a policy against sexual harassment at work place in line withthe requirements of the concern statute. There was no complaint received from any employeeduring the year nor there are any pending complaints which need to be redressed as on 31thMarch 2021.
As required under the provisions of Sections 92(3) and 134(3)(a) of the Act and theCompanies (Management and Administration) Rules 2014 an MGT-7 / Annual Return isavailable on the website of the Company
VIGIL MECHANISM / WHISTLE BLOWER POLICY
The Company has formulated a whistle blower policy with a view to provide vigilmechanism for the directors and employees of the Company to report instances of unethicalbehavior fraud or mismanagement. The said policy has been explained in the CorporateGovernance report and also displayed on the Companys websitewww.solidcontainers.net.
INTERNAL FINANCIAL CONTROL
The Company has a proper and adequate Internal Financial Control System to ensure thatall assets are safeguarded and protected against loss from unauthorized use or dispositionand the transactions are authorized recorded and reported correctly. Internal financialcontrol is exercised through documented policies and guidelines. The internal financialcontrol is designed to ensure that the financial and other records are reliable forpreparing financial statements and other data and for maintaining accountability ofpersons.
In accordance with Section 134(3)(n) of the Act the Company has framed a RiskManagement Policy to identify and assess the key risk areas. At present the Company hasnot identified any element of risk which may threaten the existence of the Company.
MAINTAINENCE OF COST RECORDS:
The provisions of Rule 8(5)(ix) of Companies (Accounts) Rules 2014 of Section 134(3)of Companies Act 2013 regarding maintenance of cost records are not applicable to theCompany.
COMPLIANCE WITH SECRETARIAL STANDARDS:
The Company has devised proper systems to ensure compliance with the applicableSecretarial Standards issued by the Institute of Company Secretaries of India and theCompany has complied with all the applicable provisions of the same during the year underreview.
Your Company has not accepted any deposits from the public and there are no outstandingdeposits from the public as on 31th March 2021.
Statements in this Report and the Management Discussion and Analysis may be forwardlooking within the meaning of the applicable securities laws and regulations. Actualresults may differ materially from those expressed in the statement.
The Board of Directors expresses its gratitude to the Members of the Company for theircontinued support.
| ||For and on behalf of the Board of Directors |
| || ||For Solid Containers Limited |
| ||Ashok Kumar Goel ||Reshma Rao |
|Date: 13th August 2021 ||Director ||Director |
|Place: Mumbai ||(DIN: 00025350) ||(DIN: 06966747) |