To,
The Members,
Lloyd Rockfibres Limited
Your Directors are pleased to present their report on the affairs of the company for
the Financial Year ended March 31, 2018.
FINANCIAL SUMMARY OF THE COMPANY
(Audited)
|
(In Rupees) |
(In Rupees) |
| Particulars |
2017-2018 |
2016-2017 |
| Revenue From Operations |
0 |
0 |
| Other Income |
1,41,85,178 |
1,395 |
| Total Revenue(A) |
1,41,85,178 |
1,395 |
| Expenses other than depreciation |
44,16,128 |
9,154,184 |
| Depreciation |
7,68,504 |
10,74,178 |
| Total Expenses(B) |
5,184,632 |
10,228,362 |
| (A-B) |
9000546 |
(1,02,26,967) |
| Extraordinary Items |
NIL |
Nil |
| Tax adjustment for Deferred Tax |
(4,57,521) |
(1,64,982) |
| Profit after Tax |
94,58,067 |
(1,00,61,985) |
KEY HIGHLIGHTS
The Total Revenue for the year Increase to Rs. 1,41,85,178/- in FY 2017-18 from Rs.
1395/- in FY 2016-17. The Net Profit for the current FY is Rs. 94,58,068/-.
The Earnings per share (EPS) for the year is Rs. 0.85 as compared to Rs (0.91) per
share of the previous year.
REVIEW OF OPERATIONS/ STATEMENT OF AFFAIRS
As shareholders are aware that the company is non-operational since September, 2013,
there is some revenue from the sale of finished goods lying in the stock. Despite of the
best effort of the management, no viable solution comes before the company due to acute
financial concentration. Your management is trying hard to look for some viable proposal
to revive the operations of the company.
MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF THE
FINANCIAL YEAR AND DATE OF REPORT
No material changes have occurred from the date of balance sheet till the date of this
report which has any adverse affect on the working of the Company.
CHANGE IN THE NATURE OF BUSINESS
There is no change in the nature of the Business during the financial year under
review.
DIVIDEND & RESERVES
In view of the previous losses incurred by the Company, the Directors regret their
inability to recommend any dividend for the current financial Year under review. Further,
no amount was transferred to Reserves during the current financial Year.
SHARE CAPITAL
The Authorized Share Capital of the Company as on March 31, 2018 stands at Rs. 11,
2500,000/- divided into 1,12,50,000 equity shares of Rs. 10/- each. Subscribed and Paid up
Equity Share Capital as at March 31, 2018 stood at Rs. 11,08,97000/- divided into
1,10,89,700 equity shares of Rs. 10/- each fully paid-up. During the year under review,
the Company has neither issued shares with differential voting rights nor has granted any
stock options or sweat equity. As on March 31, 2018, none of the Directors of the Company
hold instruments convertible into equity shares of the Company.
NUMBER OF MEETINGS OF THE BOARD
The Board meet seven times during the Financial Year 2017-18 on 22nd May,
2017, 11th August, 2017, 23rd August, 2017, 14th
November, 2017, 9th February, 2018, 13th February, 2018 and 22nd
March, 2018 respectively.
| S. No |
Date of Board Meeting |
Name of Directors Present |
Leave of Absence |
| 1 |
22nd May, 2017 |
1. Mr. Ravinder Prakash Punj |
All Directors were present |
|
|
2. Mr. Gaurav Punj |
|
|
|
3. Mr. B.D. Malliah |
|
|
|
4. Mr. Arun Krishna Srivastava |
|
|
|
5. Mr.V.K.Sharma |
|
| 2 |
11th August, 2017 |
1. Mr Arun Krishna Srivastava |
Mr. B.D. Malliah |
|
|
2. Mr. Ravinder Prakash Punj. |
|
|
|
3.Mr.Gaurav Punj |
|
|
|
4.Mr.V.K.Sharma |
|
|
|
5. Mr. Alok Kumar Shukla |
|
|
|
6. Mr. Kaver Pal |
|
| 3 |
23rd August, 2017 |
1. Mr Arun Krishna Srivastava |
Mr. B.D. Malliah |
|
|
2. Mr. Ravinder Prakash Punj. |
|
|
|
3.Mr.Gaurav Punj |
|
|
|
4.Mr.V.K.Sharma |
|
|
|
5. Mr. Alok Kumar Shukla |
|
|
|
6. Mr. Kaver Pal |
|
| 4 |
14thNovember, |
1.Mr Arun Krishna Srivastava |
All Directors were present |
|
2017 |
2.Mr. Ravinder Prakash Punj. |
|
|
|
3.Mr.Gaurav Punj |
|
|
|
4.Mr.B.D Malliah |
|
|
|
5. Mr. Alok Kumar Shukla |
|
|
|
6.Mr.V.K.Sharma |
|
|
|
7. Mr. Kaver Pal |
|
| 5 |
9th February, 2018 |
1.Mr Arun Krishna Srivastava |
All Directors were present |
|
|
2.Mr. Ravinder Prakash Punj. |
|
|
|
3.Mr.Gaurav Punj |
|
|
|
4.Mr.B.D Malliah |
|
|
|
5. Mr. Alok Kumar Shukla |
|
|
|
6.Mr.V.K.Sharma |
|
|
|
7. Mr. Kaver Pal |
|
| 6 |
13th February, 2018 |
1.Mr Arun Krishna Srivastava |
Mr. Kaver Pal |
|
|
2. Mr. Ravinder Prakash Punj. |
|
|
|
3.Mr.Gaurav Punj |
|
|
|
4.Mr.B.D Malliah |
|
|
|
5. Mr. Alok Kumar Shukla |
|
|
|
6.Mr.V.K.Sharma |
|
| 7 |
22nd March, 2018 |
1.Mr Arun Krishna Srivastava |
Mr. Pradeep Vajinathrao |
|
|
2.Mr. Ravinder Prakash Punj. |
Benjarge |
|
|
3.Mr.Gaurav Punj |
|
|
|
4.Mr.B.D Malliah |
|
|
|
5. Mr. Alok Kumar Shukla |
|
|
|
6.Mr.V.K.Sharma |
|
DIRECTORS AND KEY MANAGERIAL PERSONNEL
Mr. Pradeep Vajinathrao Benjarge has been appointed as additional Director of the
Company w.e.f 13th February, 2018, subject to the approval of the shareholders
in the forthcoming AGM.
As per the provisions of the Companies Act, 2013, Mr. Ravinder Prakash Punj , retires
at the 29th Annual General Meeting and being eligible, offers himself for his
re-appointment. The Board recommends his reappointment for approval of the members in the
forthcoming Annual General Meeting.
Changes in the Director/KMP after closer of F.Y 2017-18:
? Ms. Parvati Negi, Director, has resigned from the Board of the Company w.e.f. 22nd
May, 2018.
? Mr. Ballabh Das Maliah, Director has resigned from the Board of the Company w.e.f. 09th
August, 2018.
DECLARATION BY INDEPENDENT DIRECTOR(S)
The Independent Directors have submitted their disclosure to the Board that they
fulfill all the requirements as to qualify for their appointment as an Independent
Director under the provisions of Section 149 read with Schedule IV of the Companies Act,
2013. The Board confirms that the Independent Directors meet the criteria as laid down
under the Companies Act, 2013. One meeting of Independent Directors was held during the
year on 22nd May, 2017.
DIRECTORS' RESPONSIBILITY STATEMENT Your Directors state that: a) in the
preparation of the annual accounts for the Financial year ended March 31, 2018, the
applicable accounting standards read with requirements set out under Schedule III to the
Act, have been followed and there are no material departures from the same;
b) the Directors have 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 as at March 31, 2018 and of the loss of
the Company for the Financial year ended on that date;
c) The Directors have taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of the Act for safeguarding the
assets of the Company and for preventing and detecting fraud and other irregularities;
d) The Directors have prepared the annual accounts on a 'going concern' basis;
e) The Directors have laid down internal financial controls to be followed by the
Company and that such internal financial controls are adequate and are operating
effectively; and
f) 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.
FORMAL ANNUAL EVALUATION
As the company is not in operations since September, 2013, the details of the framework
for performance evaluation of Independent Directors, Board, Committees and other
individual, and details of familiarization program of Independent Directors with the
Company, their roles, rights, responsibilities in the Company, nature of the industry in
which the Company operates, business model of the Company and related matters have been
updated on the website of the Company.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
During the year under review, the Company has not entered into any related party
transaction falling under sub-section (1) of Section 188 of the Companies Act, 2013.
Hence, the details of such contracts or arrangements with its related parties are not
mentioned in Form AOC-2 as Annexure II of this report.
The company is not in the operation since September 2013, however, the Policy on
dealing with related party transactions and on determining materiality of such
transactions is updated on the website of the company.
RISK MANAGEMENT
Pursuant to Section 134 (3)(n) of the Companies Act, 2013, the Company has developed
and implement the Risk Management Policy for the Company including identification therein
of elements of risk, if any, which is in the opinion of the Board may threaten the
existence of the Company. These are discussed at the meeting of the Audit Committee and
the Board of Directors of the Company.
At present the Company has not identified any element of risk which may threaten the
existence of the Company.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
Pursuant to the provisions of Section 135 of the Companies Act, 2013 is not applicable
on the company.
INTERNAL FINANCIAL CONTROLS
The Board has adopted the policies and procedures for ensuring the orderly and
efficient conduct of its business, including adherence to the Company's policies, the
safeguarding of its assets, the prevention and detection of frauds and errors, the
accuracy and completeness of the accounting records, and the timely preparation of
reliable financial disclosures. The internal auditor was not appointed in the company for
the financial year 2017-18.
SUBSIDIARY, ASSOCIATE AND JOINT VENTURE COMPANIES
Your company does not have any unlisted/listed subsidiary company or Joint Venture or
any Associate Companies. Pursuant to the provisions of the Rule 8 of Companies (Accounts)
Rules, 2014, Form AOC-1 is attached as Annexure I
AUDITORS' REPORT
The Report given by M/s. Barry & Company, Statutory Auditors on the financial
statement of the Company for the year ended March 2018 is part of the Annual Report. There
is no qualification, reservation or adverse remark or disclaimer in their Report. During
the year under review, the Auditors had not reported any matter under Section 143 (12) of
the Act, therefore no detail is required to be disclosed under Section 134 (3)(ca) of the
Act.Cost Auditors Companies (cost records and audit) (Amendment) Rules, 2015 are
not applicable on the Company for the financial year 2017–18 as the Company had not
undertaken any manufacturing activity during the Financial Year 2017–18.
Secretarial Auditor
The Board has appointed Mr. Naveen Shree Pandey, (COP No. 10937), Practicing Company
Secretary, to conduct Secretarial Audit for the financial year 2017–18. The
Secretarial Audit Report for the financial year ended March 31, 2018 is annexed herewith
marked as Annexure III to this Report. The Secretarial Audit Report contain
following qualification, reservation or adverse remark-:
1. In compliance of Section 203 of the Companies Act, 2013, there was no Chief
Financial Officer during the year under review.
2. Pursuant to Section 149 of the Companies Act, 2013, there is no woman
Director appointed on the Board of the Company during the year under review.
3. A part of the shareholders belonging to "Promoter group" are still
holding shares in physical form.
4. The Company has not paid Annual Listing fees for the Financial Year 2016-17
& 2017-18
IN RESPONSE TO THE ABOVE, IT IS SUBMITTED THAT:
In relation to point number 1, the Company is non-operational, hence, as such there was
no requirement of CFO. Due to huge losses the management was unable to comply the
requirement as mentioned in point no 2 & 4 .in relation to point number 3, majority of
holding of shareholders belonging to "Promoter group" had been converted from
physical to dematerialized form but due to certain reasons some of the shares are still in
physical form.
COMMITTEES OF THE BOARD:
The Board has three committees, namely, Nomination and Remuneration Committee, Audit
Committee, Shareholder Relationship Committee.
Audit Committee
The Audit Committee consists of following members as on March 31, 2018:
| i. V. K Sharma, Chairman |
| ii. B.D Malliah |
| iii. Alok Kumar Shukla |
| iv. R.P Punj |
During the financial year 2017-18, members of the Audit Committee met 5 (five) times
i.e. May 22, 2017, August 11, 2017, August 23, 2017, November 14, 2017 and February 09,
2018.
| S. No. |
Name |
Status |
Designation |
| 1. |
V. K Sharma |
Independent non-executive non promoter Director |
Chairman |
| 2. |
B.D Malliah |
Independent non-executive non promoter Director |
Member |
| 3. |
Alok Kumar Shukla |
Independent non-executive non promoter Director |
Member |
| 4. |
R.P Punj |
Non-executive promoter Director |
Member |
All the recommendations made by the Audit Committee were accepted by the Board.
Nomination and Remuneration Committee
The Nomination and Remuneration Committee consists of following members as on March 31,
2018: i. B.D Malliah, Chairman ii. V. K Sharma iii. Alok Kumar Shukla iv. R.P Punj
During the financial year 2017-18, members of the Nomination Remuneration Committee met
5 (five) times i.e. May 22, 2017, August 11, 2017, August 23, 2017, February 13, 2018 and
March 22, 2018.
| S. No. |
Name |
Status |
Designation |
| 1. |
B.D Malliah |
Independent non-executive non promoter Director |
Chairman |
| 2. |
V. K Sharma |
Independent non-executive non promoter Director |
Member |
| 3. |
Alok Kumar Shukla |
Independent non-executive non promoter Director |
Member |
| 4. |
R.P Punj |
Non-executive promoter |
Member |
|
|
Director |
|
All the recommendations made by the Nomination and Remuneration Committee were accepted
by the Board.
Shareholder Relationship Committee:
The Shareholder Relationship Committee consists of following members as on March 31,
2018: i. R.P Punj, Chairman ii. Gaurav Punj iii. A.K. Srivastava
During the financial year 2017-18, members of the Stakeholder Relationship Committee
met 4 (four) times i.e. May 22, 2017, August 11, 2017, November 14, 2017 and February 09,
2018.
| S. No. |
Name |
Status |
Designation |
| 1. |
R.P Punj |
Non-executive promoter Director |
Chairman |
| 2. |
Gaurav Punj |
Executive Promoter Director |
Member |
| 3. |
A.K. Srivastava |
Non-executive non-Promoter Director |
Member |
The Stakeholder Relationship Committee, inter alia, oversees and reviews all matters
connected with the investor services in connection with applications received and shares
allotted in the Initial Public Offer, status of refund account, conversion of partly paid
shares into fully paid shares, rematerialization and dematerialization of shares and
transfer of shares of the Company. The Committee oversees performance of the Registrar and
Transfer Agents of the Company and recommends measures for overall improvement in the
quality of investor services.
POLICY ON DIRECTOR S' APPOINTMENT AND REMUNERATION
The aim of the current policy is to have an appropriate mix of executive and
independent directors to maintain independence of the Board, and separate its function of
governance and management. As on March 31, 2018, the Board consists of Five members, one
of whom is executive director, two are non-executive independent directors and rest two
are non-executive non independent Director
PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN OR PROVIDED SECURITIES
The Company has not given any loan, made investment and provided security in terms of
section 186 of the Companies Act, 2013.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION
(A) Conservation of energy: i. Steps taken or impart on conservation of energy: - No
such steps .
ii. Steps taken by the company for utilizing alternate sources of energy: - No
such steps
iii. Capital Investment on energy conservation equipments:-No such investments
made.
(B) Technology absorption i. Efforts made towards technology absorption:- No
such steps .
ii. Benefit derived:- NA iii. In case of imported technology- N.A.
a) The detail of technology imported
b) The year of import
c) Whether the technology been fully absorbed
d) If not fully absorbed areas where absorption has not been taken place, and the
reason thereof.
e) Expenses incurred on R & D: NIL
FOREIGN EXCHANGE EARNINGS AND OUTGO
| PARTICULARS |
CURRENT YEAR |
PREVIOUS YEAR |
| Foreign Exchange Outgo |
Nil |
Nil |
| Foreign Exchange Earning |
Nil |
Nil |
DEPOSIT
Your Company has neither accepted nor any fixed deposits outstanding as on the Balance
Sheet date.
EXTRACT OF ANNUAL RETURN
Extract of Annual Return in Form No. MGT – 9, as required under Section 92 of the
Companies Act, 2013, is included in this Report as Annexure IV and forms an
integral part of this Report.
DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION
& REDRESSAL) ACT, 2013
The Company has zero tolerance towards sexual harassment at the workplace and has
formulated a Sexual Harassment Policy for providing a workplace that is free from all
forms of discrimination, including sexual harassment in line with the provisions of the
Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013
and the Rules there under.
During the financial year 2017-18, the Company has not received any complaint in
accordance with applicable laws and the policy of the Company.
FRAUD REPORTING
There have been no instances of fraud reported by the Statutory Auditors under Section
143(12) of the Act and Rules framed there under either to the Company or to the Central
Government.
DETAILS OF SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR
TRIBUNAL IMPACTING THE GOING CONCERN STATUS AND THE COMPANY'S OPERATION IN FUTURE
The Company has got delisted from the Bombay Stock Exchnage after the closure of the
financial Year 2017-18. The Company is no longer a Listed entity.
GENERAL
Your Directors state that no disclosure or reporting is required in respect of the
following items as there were no transactions on these items during the year under review:
1. Details relating to deposits covered under Chapter V of the Act.
2. Issue of equity shares with differential rights as to dividend, voting or otherwise.
3. Issue of shares (including sweat equity shares/ ESOP) to employees of the Company
under any scheme.
4. Managing Director has not received any remuneration or commission from any of its
subsidiaries, as there is no subsidiary of your Company.
ACKNOWLEDGEMENT
Your Directors would like to express their sincere appreciation for the assistance and
co–operation given by all concerned with the affairs of the Company.
|
By Order of the Board of Directors |
|
For Lloyd Rockfibres Limited |
| Place: New Delhi |
(Ravinder Prakash Punj) |
| Date: 10.08.2018 |
Chairman |
|
DIN: 00686475 |
|
Address: 10, Prithviraj Road, |
|
Delhi, 110011 |
|