DIRECTORS REPORT TO THE SHAREHOLDERS Dear Shareholder, Your Directors have pleasure in presenting to you the 21st Annual Report together with the final accounts for the year ended 31st March, 2015: PERFORMANCE AND STATE OF AFFAIRS OF THE COMPANY The company during the year had a revenue of Rs.580.44 lakhs from sale of scrap and suffered a net loss of Rs.444.41 lakhs. The company could not take any production during the year due to labor strike and lock out which is still continuing since 2009. As the company was closed for more than six years the maintenance work has to be carried out and the discussions in this regard are progressing. DIVIDEND Due to loss sustained by the Company and the continuing lock out, the Directors are not in a position to recommend payment of any dividend to the members for the year ended 31st March, 2015. DIRECTORS AND KEY MANAGERIAL PERSONNEL Mr. K P Davis and Mr. K P Saxon were appointed as chairman-cum- whole time director and Managing director of the company with effect from 19.10.2014 for a period of five years. There was no change in the board of director during the year and there was no other managerial personnel appointed or in employment with the company. Because of the lock out and the state of affairs of the company no independent director is appointed. ANNUAL EVALUATION The board of directors has carried out an annual evaluation of its own performance, Board committees and individual directors on the basis of inputs from all the directors on criteria such as Board composition and structure, meeting procedures and functioning, etc. DIRECTORS RESPONSIBILITY STATEMENT Your directors state that: I. In preparing the Annual Accounts for the year ended 31.03.2015, the applicable accounting standards have been followed and there are no material departures from the same. II. The Directors had selected such Accounting Policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for the year ended on that date. III. The directors has taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities. IV. That the Directors had prepared the accounts on a going concern basis, as the Management is confident that the company will restart operations soon. V. The directors had laid down internal financial controls to be followed by the company and that such controls are adequate and operating effectively and VI. The directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively. LISTING The shares of the company is listed at the Bombay Stock Exchange. The listing fees continue to be in arrears and the trading in the shares of the company is suspended. CORPORATE GOVERNANCE REPORT & MANAGEMENT DISCUSSION & ANALYSIS Because of the long continuing lock out and the resultant state of affairs, the company could not be in compliance with the corporate governance requirements as per clause 49 of the listing agreement. The details and disclosures are given in annexure ‘B’. EXTRACT OF ANNUAL RETURN The extract of annual return for the year ended 31.03.2015 in the prescribed format is annexed. AUDITORS AND AUDIT REPORT Mr. G V Sukumar (Membership No, 207748) Chartered accountant, was appointed as statutory auditor of the company to hold office till 2019, subject to ratification of the ensuing AGM. Though the accounts of the company are finalized, approved by the directors and handed over to the auditor for his report, the auditor has not yet submitted the report. Your directors will forward the audit report as soon the same is received by the company, together with the board’s response on the adverse comments, if any, in the report. SECRETARIAL AUDIT REPORT M/s. K P Thomas & Co., Company Secretaries, were appointed as secretarial auditors of the company and their report in terms of section 204 of the Companies Act, 2013 is annexed. As regards the qualifications/adverse comments in the report regarding statutory non-compliances etc. your directors would submit that it is due to the long continuing lock out and the resultant non-functioning of office. Adequate remedial measures to attain full statutory compliances will be initiated as soon as the company restarts its operations. AUDIT COMMITTEE The composition and details of meetings of the audit committee are given below Members: 1. Mr. T P GEO 2. Mr. K P SAXON 3. K P DAVIS Date of Meeting - 14.07.2014, 20.12.2014 MEETING OF THE BOARD Six meetings of the board were held during the year on 30.05.14, 14.07.14, 30.07.2014, 20.08.2014, 20.12.14 and 11.02.15 PARTICULARS OF EMPLOYEES ETC. AS PER SECTION 197(12) No remuneration was paid to any of the directors and there was no employee in receipt of remuneration in excess of the limits in terms of Rule 5(2). PARTICULARS LOANS /INVESTMENTS /GUARANTEE UNDER SECTION 186 No loan was given, investments made, or guarantee provided during the year attracting the provisions of S. 186 of the Companies Act 2013. STATEMENT ON CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND R&D Not applicable as the company had no operations during the year CONTRACTS ARRANGEMENTS WITH RELATAED PARTIES There was no contract or arrangement with related parties during the year, except in the ordinary course of business at arm’s length basis. The form AOC-2 is attached. RISK MANAGEMENT POLICY Being a sick unit without any operations, the company faces various risks – operational, financial, market share etc. A proper assessment can be possible only on restarting the business activity. MATERIAL CHANGES AFFECTING FINANCIAL POSITION BETWEEN END OF YEAR AND REPORT DATE Nil, except that the operations of the company continue to be under lock out. DISCLOSURES NOT APPLICABLE DURING THE YEAR AS THERE WAS NO TRANSACTION OR INCIDENCE Details of deposits, Issue of equity shares with differential rights and to employees, Remuneration received by the Mg director and whole time directors from subsidiaries, Cases filed or reported pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressel) Act 2013, Orders passed by regulators, courts or tribunals that impact the going concern status and future operations of the company, CSR activities, Changes in subsidiaries, and changes in nature of business. ACKNOWLEDGMENTS Your directors wish to place on record their gratitude to companies, Customers for their continued patronage and concerned Banks for their guidance and co-operation. By order of the Board For VICTORY PAPER AND BOARDS (INDIA) LTD Sd/- K P Davis Chairman Sd/- K P Saxon Mg. Director Place : Kunnamkulam 20.08.2015 |