The Board of Directors hereby submits the report of the business and operations of yourCompany along with the audited financial statements for the financial year ended March312021.
on growth track. The Board will give all efforts to give the shareholders all thevalue.
During the Financial year the Company had not issued any Equity Shares withDifferential rights any Sweat Equity Shares and any Employee Stock Options.
|Particulars ||2020-21 ||2019-20 |
|Total Income ||4646220 ||4936427 |
|Less : Expenses ||2070037 ||2357260 |
|EBITDA ||2576183 ||2579167 |
|Less: Depreciation ||211695 ||257944 |
|Profit after depreciation but before tax( PBT) ||2364489 ||2321222 |
|Less: Taxes ||455164 ||446603 |
|Net profit/(Loss)for the period ||1909324 ||1874619 |
|No. of Shares ||7359200 ||7359200 |
|EPS ||0.26 ||0.25 |
|Proposed Dividend ||- ||- |
|Dividend Tax ||- ||- |
|Balance of Profit Carried to B/S ||1909324 ||1874619 |
OPERATIONS AND STATE OF COMPANY AFFAIRS
The year to which this report relates to thirty second year of incorporation/operation.Your Company was incorporated to carry on the business of manufacturing processing andselling of rubberized coir products. However with the change in policy and demand ofmarket the business went down and the Company has not been able to grow.
Your Company is not having any commercial operation or operative income during theyear. The Company has retained earnings on which interest is earned. During the year underreview your Company had earned Rs. 46.46 lakh and resulting net profit of Rs. 19.09 lakhas compared with the previous year as Rs. 49.36 lakh and Rs. 18.74 lakh respectively.
Your Directors are exploring all options to bring new business to Company and make theCompany on back
Owing to conserve the resources of the company your Directors do not recommend anyDividend for the Financial Year ended at 31st March 2021.
MATERIAL CHANGES AND COMMITMENTS OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR AND THEDATE OF THE REPORT
There are no significant material changes and commitment affecting the financialposition of the company between the end of the financial year and the date of this report.
TRANSFER TO RESERVE
The Board does not propose any amount to carry to any specific reserves.
CHANGES IN NATURE OF BUSINESS
There is no significant change in the business activity of the company during thefinancial year.
As per pursuant to the provision of Regulation 15(2) of SEBI (Listing Obligation andDisclosure Requirements) Regulation 2015 the Company is Not Required To Comply with theCorporate Governance Provisions as specified in regulations 17 18 19 20 2122 23 2425 26 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 and para C D andE of Schedule V.
DETAILS OF SUBSIDIARY
There are no subsidiaries and Joint Ventures Companies.
DIRECTORS AND KEY MANAGERIAL PERSONNEL:
The Company has appointed Mr. Balakrishnan Sreenath as a Chief Financial officereffective from 12th November 2020.
Mr. Neelakanda Pillai Managing Director of the Company retires by rotation at theensuing Annual General Meeting and being eligible offers himself for re-appointment.
The present term of Mr. Neelakanda Pillai as Managing Director comes to an end on 31stMarch 2022. The Board has proposed upon recommendation of the Nomination andRemuneration Committee and subject to the approval of the Members the re-appointment ofMr. Neelakanda Pillai as Managing Director for a further period of five years ending on31st March 2027.
The Board of Directors at their meeting held on 12th February 2020 re-appointedMs.Santhi as Independent Director for a period of five years till March 2025 subject tothe approval of the Share holder. The Board recommends the appointment of the Director.
The information required under Section 197 of the Act and rule 5(1) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 are given below:
|Name of the Director ||Designation ||Remuneration Paid in Fy 2020-21 (in Rs.) ||% increase of remuneration in 2021 as compared to 2020 previous year ||Ratio/ Times per Median of employee Remuneration |
|Mr. V K Balaji ||Independent Director ||NIL ||NA ||NA |
|Mr. N Neelakanda Pillai ||Managing Director ||NIL ||NA ||NA |
|Mr. MuraliKrishnan ||Director ||NIL ||NA ||NA |
|Mr. Santhi ||Independent Director ||NIL ||NA ||NA |
|Ms. Kavitha.C ||Company Secretary ||360000 ||NA ||NA |
There is no employee who is drawing remuneration more than One Crore and Two Lakhs perannum more than Eight Lakhs and Fifty Thousand per month and more than the remunerationof Managing Director or whole time Director.
Number of permanent employees on the rolls as on 31st March 2021 is 4.
The Board confirms that the remuneration paid to the directors is as per theremuneration policy.
CODE OF CONDUCT
The members of the Board of Directors and the Senior Management Personnel have affirmedcompliance with the Code of Conduct as formulated by the Company.
DECLARATION BY INDEPENDENT DIRECTORS
The Company has received from its Independent Directors the necessary declaration thatthey meet the criteria of Independence as provided.
EVALUATION OF THE BOARD AND ITS COMMITTEE
The Board has made a formal Annual evaluation of its own performance and that of itsindividual directors and Committees.
The following policies relating to Appointment of Directors payment of ManagerialRemuneration Directors Qualification positive attributes independence of Directors andother related matters as provided under the Section 178(3) of the Companies Act 2013 ofthe Company are attached for
(a) Policy relating to selection of Directors appointment- Annexure B
(b) Remuneration policy for Directors Key Managerial Personnel and other Employees-Annexure C.
The Statutory Auditors M/s Kannan & Alamelu were appointed at the 29th AnnualGeneral Meeting held on 24th September 2018 as Statutory Auditors for a period of 5Years.
As required under Section 204 of the Companies Act 2013 and Rules there under theBoard has appointed M/S SPAN & Co Company Secretaries LLP as Secretarial Auditor ofthe Company for a period of five years from the financial year 2018-19 to 2022-23.
The Auditors' Report for the Financial Year 2020-21 does not contain anyqualification reservation or adverse remark. The Auditors' Report is enclosed with thefinancial statements in this Annual Report.
The Secretarial Auditors' Report for Financial Year 2020-21 contains adverseremark. The Secretarial
Auditors' Report is enclosed as Annexure D to the Board's report in this Annual Report.The remarks and the reply of the Board are as follows
The Company has not passed the Special Resolution approving the appointment made by theBoard of Mrs. Santhi as Independent Director.
Reply: The Company pursuant to the provisions of section 149 of Companies Act 2013 hadappointed Ms Santhi as the Independent Director of the Company. Her period of appointmentwas till 31st March 2020 and the Board at its meeting held on 12th February 2020 hasreappointed her for another 5 years as Independent and Woman Director. Her saidappointment was required to be approved by the shareholders at the AGM held in 2020.However due to Covid pandemic and lock down the situation everywhere was uncertain. Hencethe Company is passing the resolution of approval and ratification in the present meeting.
EXTRACT OF THE ANNUAL RETURN
As required under Section 134(3) (a)of the Act the Annual Return is put up on theCompany's website.
BOARD OF DIRECTORS
During the year four Meetings of the Board of Directors were held. The details of theMeetings are furnished below.
The mandatory requirement to hold the meetings within a time gap of 120 days wasrelaxed by MCA general Circular dated 11/2020 dated 24th March 2020. And vide SEBICirculars dated March 19 2020 and June 24 2020.
The dates on which the said meetings were held are as follows: 15th June 2020 3rdAugust 2020 11th November 2020 and 10th February 2021.
The Name and Categories of the Directors on the Board their attendance at the Boardmeeting held during the year and the number of directorships and committee positions heldby them during the financial year 2020-21 are as follows:
|Sl. Name(s) of No Director(s) ||Executive/ Non executive/ Independent ||Number of Board Meetings during the Year ||Whether attended last AGM held on 19th September 2019 ||Number of Directorship in other Public Companies ||Number of Committee positions in other Public Companies |
| || ||Held ||Attended || ||Member ||Chairman ||Member ||Chairman |
|1 Mr. Neelakanda Pillai ||MD ||4 ||4 ||Yes ||Nil ||Nil ||Nil ||Nil |
|2 Mr. V.K. Balaji ||ID/ NED ||4 ||4 ||Yes ||Nil ||Nil ||Nil ||Nil |
|3 Mr. Muralikrishnan ||NED ||4 ||4 ||Yes ||Nil ||Nil ||Nil ||Nil |
|4. Mrs.Santhi ||ID/ NED ||4 ||4 ||Yes ||Nil ||Nil ||Nil ||Nil |
COMMITTEES OF THE BOARD AND MEETINGS
As on March 31 2021 the Company has Audit Committee Nomination and RemunerationCommittee Stakeholders Relationship Committee.
During the year 2018-19 the Board has dissolved the Risk Management Committee andCorporate Social Responsibility Committee as the provisions relating to maintenance ofsuch committees is not applicable to the Company.
A. Audit Committee
Terms of Reference: The Company has constituted a qualified independent Audit Committeewhich acts as a link between the management external and internal auditors and the Boardof Directors of the Company. The Committee is responsible for overseeing the Company'sfinancial reporting process by providing direction to audit function and monitoring thescope and quality of internal and statutory audits. The brief description of the terms ofreference of the Committee is given below
- Review of the quarterly/half-yearly/annual financial statements with reference tochanges if any in accounting policies and reasons for the same.
- Major accounting entries involving estimates based on exercise of judgment bymanagement adjustments if any arising out of auditing findings
- Compliance with listing and legal requirements relating to financial statementsqualifications if any in the draft audit report.
- Review of adequacy of internal control systems internal audit function anddiscussion on internal audit reports.
- to have full access to information contained in the records of the company andexternal professional advice necessary.
To oversee the Company's financial process and the disclosure of its financialinformation to ensure that the financial statements are true and fair.
The composition of the Audit Committee and the details of meetings attended by itsmembers are given below:
|Sl. Name No. ||Designation ||Meeting Attended |
|1 Mr. V K Balaji ||Chairman ||4 |
|2 Mr. Neelakanda Pillai ||Member ||4 |
|3 Mrs.Santhi ||Member ||4 |
Mr. Muralikrishnan ceased to be an Independent Director from 15th July 2020. Andhence the Audit Committee was reconstituted accordingly to fulfill the provisions ofSection 177 of the Companies Act 2013.
Four Audit Committee meetings were held during the year. The mandatory requirement tohold the meeting within a time gap of 120 days was relaxed by MCA general Circular dated11/2020 dated 24th March2020. And vide Sebi Circulars dated March 19 2020 and June242020.The dates on which the said meetings were held are as follows: 15th June2020 3rdAugust 2020 11th November 2020 and 10th February 2021. The necessary quorum waspresent at all the meetings. All the members of the Committee have vide exposure andposses sound knowledge in the area of Accounts finance audit internal control etc.
B. Nomination and Remuneration Committee
The Company has a Nomination and Remuneration Committee (NRC) constituted pursuant tothe provisions of Regulation 19 read with Part D of Schedule II of the SEBI ListingRegulations and Section 178 of the Act.
Terms of Reference
The brief description of the terms of reference of the Committee is given below:
- Formulate Remuneration Policy and a policy on Board Diversity.
- Formulate criteria for evaluation of Directors and the Board.
- Identifying persons who are qualified to become directors and who may be appointed insenior management in accordance with the criteria laid down and recommend to the Boardtheir appointment and removal
- To ensure that the Remuneration Policy shall also include the criteria fordetermining qualifications positive attributes and independence of a Director andrecommend to the Board a policy relating to the remuneration for the Directors KeyManagerial Personnel and other employees.
- Identify persons who are qualified to become Directors and who may be appointed inSenior Management in accordance with the criteria laid down recommend to the Board theirappointment and removal and shall carry out evaluation of every Director's performance.
Composition of the Nomination and Remuneration Committee and Attendance of each memberin the Committee Meetings are given below.
During the financial year 2020-21 One meeting was held in 03rd August 2020.
|Sl. Name(s) of No. Director (s) ||Designation ||Meeting Attended |
|1 Mr. Muralikrishnan ||Chairman ||1 |
|2 Mr. V.K. Balaji ||Member ||1 |
|3 Mr. Neelakanda Pillai ||Member ||1 |
|4 Mrs. Santhi ||Member ||1 |
During the year concerned none of the Directors have been paid any remuneration butthey have been reimbursed their actual expenses i.e. Conveyance & Food etc forattending the Board & other Committee Meetings.
C. Stakeholders Relationship committee:
Terms of Reference
The Committee oversees performance of Registrars and Share Transfer Agents of theCompany and recommends remedial measures to improve quality of investors' services andreviews all matters connected with transfer/ transmission of securities of the Company andapproves issue of duplicate certificates. The Committee also looks into redressal ofshareholders'/ investors' complaints related to transfer of shares non-receipt of annualreports non-receipt of declared dividend etc.
The composition of the Stakeholders Relationship Committee and attendance of eachmember in the Committee Meetings is given below:
During the year two meetings were held 03rd August 2020 and 10th February 2021.
|Sl. Name(s) of No. Director (s) ||Designation ||Meeting Attended |
|1 Mr. Muralikrishnan ||Chairman ||2 |
|2 Mr. V.K. Balaji ||Member ||2 |
|3 Mr. Neelakanda Pillai ||Member ||2 |
|4 Mrs.Santhi ||Member ||2 |
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the provisions of Section 134(5) of the Act the Board of Directors to thebest of their knowledge and ability confirm that:
(a) in the preparation of the Annual Financial Statements for the year ended March 312021 the applicable Accounting Standards had been followed along with proper explanationrelating to material departures;
(b) for the financial year ended March 31 2021 such accounting policies as mentionedin the Notes to the financial statements have been applied consistently and judgments andestimates that are reasonable and prudent have been made so as to give a true and fairview of the state of affairs of the Company at the end of the financial year and of theProfit of the Company for the financial year ended March 312021;
(c) that proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;
(d) the annual financial statements have been prepared on a going concern basis;
(e) that proper internal financial controls were followed by the Company and that suchinternal financial controls are adequate and were operating effectively;
(f) that proper systems have been devised to ensure compliance with the provisions ofall applicable laws were in place and that such systems were adequate and operatingeffectively.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT2013
The Company has not made any loans or investment and has not given any guarantees asper the provisions of section 186 of the Act read with the Companies (Meetings of Boardand its Powers) Rules 2014 for the financial year 2020-21.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
There were no materially significant transactions with
Related Parties during the financial year 2020-21 which were in conflict with theinterest of the Company. Accordingly the details in the Form AOC 2 is not applicable.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS
There are no significant and material orders passed by the Regulators or Courts orTribunals which would impact the going concern status of the Company.
VIGIL MECHANISM/WHISTLE BLOWER POLICY
Pursuant to the provisions of Section 177(9) of the Act read with Rule 7 of theCompanies (Meetings of Board and its Powers) Rules 2014 and in accordance with therequirements of Securities and Exchange Board of India (Prohibition of Insider Trading)(Amendment) Regulations 2018 the Board of Directors had approved the Policy on VigilMechanism/Whistle Blower and the same was hosted on the website of the Company. ThisPolicy inter-alia provides a direct access to the Chairman of the Audit Committee. YourCompany hereby affirms that no Director/employee has been denied access to the Chairman ofthe Audit Committee.
Your Company has not accepted any deposit within the meaning of provisions of Chapter Vof the Act read with the Companies (Acceptance of Deposits) Rules 2014 for the financialyear ended March 312021.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has designed a proper and adequate internal control system to ensureadherence to the Company's policies the assets are safeguarded and that transactions areaccurate complete and properly authorised prior to recording. Details are provided inManagement Discussion and Analysis Report in Annexure A to this report.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
A. CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION
Energy Conservation is being given top priority and the
Company monitors the energy costs and reviews the consumption of energy on a regularbasis.
B. FOREIGN EXCHANGE EARNING AND OUTGO
There was no foreign exchange expenses and income during the year.
We thank our customers vendors investors bankers employee for their continuedsupport during the year.
We place on record our appreciation of the contribution made by our employees at alllevels to achieve its growth plan.
|On behalf of the Board of Directors || |
|N.Neelakanda Pillai ||MuraliKrishnan |
|Managing Director ||Director |
|Place: Chennai || |
|Date: 02.09.2021 || |