| Dear Members,
The Directors are pleased to present the Twenty-Second Annual Report
and the Audited Statement of Accounts of your Company for the year
ended on 31st March, 2015.
FINANCIAL RESULTS
(Amount in Lacs)
Year ended Year ended
31.3.2015 31.3.2014
Turnover 3537.99 9338.45
Profit/(Loss) Before Depreciation,
Finance Charges & Taxation (488.74) 375.35
Profit/(Loss) before Depreciation &
Taxation (1297.23) (713.52)
Profit/(Loss) after Depreciation &
Taxation (3685.23) (981.91)
Surplus (Deficit) of Profit and Loss
Account of earlier year (981.90) 115.54
Balance carried over to Balance Sheet (3685.23) (981.91)
DIVIDEND
During the year under review, owing to the accumulated losses, the
Directors do not recommend any dividend.
AMOUNT TRANSFERRED TO RESERVES
The Board has decided to carry Rs. 3685.23 lacs (losses) to its
reserves.
MATERIAL CHANGES SINCE END OF FINANCIAL YEAR TILL DATE OF THIS REPORT
There is no material changes since end of financial year till date of
this Report.
STATEMENT ON COMPANY'S AFFAIRS
In view of tough competition from local and international market, the
company is making all efforts to increase the activities.
FIXED DEPOSITS
The company has not invited or accepted any Fixed Deposits from the
public during the year under review.
AUDITORS
As per Sec 139 of the Companies Act, 2013, no listed Company shall
appoint Audit firm as Statutory Auditors for more than two terms, of
the five consecutive years. M/s. Kakaria & Associates were appointed as
Statutory Auditors, in the Annual General Meeting held on September 30,
2006. The Board proposes to appoint M/s. Kakaria & Associates,
Chartered Accountants, Vapi. The Directors recommend M/s. Kakaria &
Associates, Chartered Accountants, Vapi, to be re-appointed as
Statutory Auditors.
SECRETARIAL AUDIT REPORT
The Board has appointed Mr. Prakash K. Pandya, Practising Company
Secretary to conduct Secretarial Audit for the financial period. The
Secretarial Audit Report for the financial period ended March 31,2015
is annexed herewith marked as Annexure "A" to this Report.
QUALIFICATIONS ON SECRETARIAL AUDIT REPORT As regards the
Qualifications on Secretarial Audit Report, we state as under:
Non Appointment of Women Director including Key Managerial Personnel
Your Company is seeking exemption from BSE - Mumbai, ROC, Maharashtra,
Mumbai including BIFR, New Delhi for Appointment of Women Director
under Section 149 of the Companies Act, 2013 including Key Managerial
Personnel, as your Company is sick and the matter is under
consideration of the above authorities. However on account of sickness,
Company is unable to get above officials on a reasonable terms.
Appointment of Independent Directors
Your Company is making efforts to induct one more Independent
Director/Non-Executive Director so as to form Nomination and
Remuneration Committee of three Directors as per Clause 49(IV) of the
Listing Agreement.
As regards the filing of SEBI Disclosures (Insider Trading) the Company
has made disclosure under Regulation 30(1) and 30(2) of SEBI takeover
Regulations. The Company was of the view, that no other filing is
required, separately under SEBI (Insider Trading) Regulations.
However, the Company is taking steps to ensure necessary compliances.
Further, ROC forms were inadvertently not filed and the same are being
filed in due course.
As regards other Qualifications, the same are self-explanatory.
EXTRACTS OF THE ANNUAL RETURN IN MGT9
The Annual Return in MGT9 form is annexed herewith as Annexure "B" to
this Report.
CURRENT STATUS WITH BIFR
As informed in the Last Report the Operating Agency has submitted Draft
Rehabilitation Scheme to the Lenders. However on account of
discrepancy, the DRS is modified and the same will be circulated to the
Secured lenders shortly.
PERSONNEL
The Personnel relations with the employees at all levels continued to
remain cordial and peaceful during the year under review. PARTICULARS
OF EMPLOYEES
There were no employees, who were in receipt of remuneration in excess
of the amount prescribed as per the Companies Act, 2013 during the
year.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING
AND OUTGO
Information in accordance with Section 134(3)(m) of the Companies Act,
2013 read with the Companies (Disclosure of Particulars in the Report
of Board of Directors) Rules, 2014 is given as below. Form 'A'
requiring disclosure of particulars with respect to Conservation of
Energy is not applicable in the case of your Company.
Particulars as required under Companies (Disclosure of Particulars in
the Report of Directors) Rules, 1988 and forming part of Directors'
Report for the year ended 31st March, 2015
I. RESEARCH & DEVELOPMENT (R & D)
a) Specific areas in which R & D carried out by the Company None
b) Benefits derived as a result of the above R & D None
c) Further plan of action None
d) Expenditure on Research & Development Nil
II. TECHNOLOGY ABSORPTION, ADAPTATION & INNOVATION
a) Efforts in brief made towards Technology, Absorption,
Adaptation and Innovation Nil
b) Benefit derived as a result of the above effort Nil
c) Particulars of Technology imported during the last 5 years Nil
III. FOREIGN EXCHANGE EARNINGS & OUTGO
a) Activities relating to exports and export plans Nil
Current Year Previous Year
Rs. Rs.
b) Total Foreign Exchange Used & Earned:
i) Foreign Exchange Used NIL NIL
ii) Foreign Exchange Earned NIL NIL
STOCK EXCHANGE
The Company is listed on the following Stock Exchange.
1. Bombay Stock Exchange Ltd.
Your Company is listed on Bombay Stock Exchange Ltd. and the Annual
Listing fee has been paid.
FUTURE PROSPECTS
As informed in the last Annual General Report, your company has focused
its attention towards the Private Sector clients and the other
Government Department like defence, food processing etc.
CORPORATE GOVERNANCE REPORT
Pursuant to Clause 49 of the Listing Agreement with Bombay Stock
Exchange Ltd. the Management Discussion and Analysis and the Report on
Corporate Governance together with Practising Company Secretaries
Certificate form a part of the Annual Report.
DIRECTORS
Mr. Ganesan Venkatraman and Mr. Babulal Bansilal Jain, Independent
Director has given Declaration that they are not disqualified and meet
the criteria of Independence as per Sub Section (6) of Section 149 of
the Companies Act, 2013.
During the year under review Dr. Jayesh V. Valia, retires by rotation,
at the conclusion of this meeting and being eligible to offers himself
for re-appointment.
During the year, Mr. Vyankatesh H. Mulwad, Director, resigned from the
Board. The Board records its appreciation for the services rendered
during the tenure on the Board.
INTERNAL CONTROL SYSTEMS
The internal control system commensurate to the size of the companies
operations and nature of business and there is periodic Audits.
Internal control systems in operation areas of the company ensure that
system delivered the desired level of results.
DIRECTORS' RESPONSIBILITY STATEMENT
Statement under sub-section (3c) of Section 134 of the Companies Act,
2013 :
In the preparation of the Annual Accounts:
i) the applicable accounting standards have been followed and wherever
required, proper explanations relating to material departures have been
given.
ii) the Directors have selected such accounting policies and applied
them consistently and made judgements 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 that period.
iii) proper and sufficient care has been taken 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.
iv) the Accounts have been prepared on a going concern basis.
v) The Directors had laid down internal financial controls and such
internal financial controls are adequate and were operating
efficiently.
vi) The Directors had devised proper system to ensure compliance with
the provisions of all applicable laws and such systems were adequate
and operating efficiently.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT OVERALL (MD&A)
During the year 2014-2015 the Global economy showed positive results
and that also helped in the revival of Asian Economic Growth The Forex
Market has stabilized and rupee is improving. However the same are
given separately forming Part of the Board of Directors' Report.
CORPORATE GOVERNANCE REPORT
Pursuant to Clause 49 of the Listing Agreement with Bombay Stock
Exchange Ltd. the Management Discussion and Analysis and the Report on
Corporate Governance together with Practising Company Secretaries
Certificate form a part of the Directors' Report.
YASHRAJ CONTAINEURS LTD. recognizes the value of adherence to Corporate
Governance in its true sense which alone can ensure continuation of
belief and the trust reposed by one and all in your company.
1) BOARD OF DIRECTORS
The Board comprises of three Directors :
1) Dr. Jayesh Vinodrai Valia
2) Mr. Ganesan Venkatraman
3) Mr. Babulal Bansilal Jain
The Directors are responsible for the Management of the Company's
business. The Board's role, functions, responsibility and
accountability are clearly defined.
2) MANAGERIAL REMUNERATION
The remuneration Committee has recommended to the Board of Directors a
policy relating to remuneration for the Directors including KMP.
Further, the Board affirm that remuneration paid to Directors are as
per policy of the Companies Act.
la. TABLE OF DETAILS OF DIRECTORS, NO OF BOARD MEETINGS HELD,
ATTENDANCE AT THOSE MEETINGS, FEES PAID AND ATTENDANCE AT THE AGM HELD
FOR THE PREVIOUS YEAR 30.9.2014
Sr. No. Name of Directors AGM held on No. of Meetings
30.9.2014 in a Year
1 Dr. Jayesh Vinodrai Valia - YES 5
Non - Executive Director
2 Mr. Babulal Bansilal Jain - YES 5
Independent Director
3 Mr. Ganesan Venkatraman - YES 5
Independent Director
Sr. No. Name of Directors Attendance Fees
1 Dr. Jayesh Vinodrai Valia - 5 -
Non - Executive Director
2 Mr. Babulal Bansilal Jain - 5 25,000
Independent Director
3 Mr. Ganesan Venkatraman - 5 25,000
Independent Director
The Board Meetings were held 5 times i.e; 12/5/2014; 9/8/2014;
27/8/2014; 7/11/2014 and 6/2/2015.
lb. TABLE OF DETAILS OF DIRECTORS, NO OF AUDIT COMMITTEE MEETINGS HELD,
FEES PAID AND ATTENDANCE AS AT 31.3.2015.
Sr. No. Name of Directors No. of Meetings in a Year
1 Mr. Ganesan Venkatraman - 5
Member of the Committee/
Independent Director
2 Mr. Babulal Bansilal Jain - 5
Chairman of Committee &
Independent Director
3. Dr. Jayesh Vinodrai Valia -
Member of the Committee 5
Sr. No. Name of Directors Attendance Fees
1 Mr. Ganesan Venkatraman - 5 25,000
Member of the Committee/
Independent Director
2 Mr. Babulal Bansilal Jain - 5 25,000
Chairman of Committee &
Independent Director
3. Dr. Jayesh Vinodrai Valia -
Member of the Committee 5 NIL
The Audit Committee Meetings were held 5 times i.e. 12/5/2014;
9/8/2014; 27/8/2014; 7/11/2014 and 6/2/2015.
lc. INDEPENDENT DIRECTORS' MEETING
During the year, one meeting of Independent Directors was held on 10th
March, 2015.
2.1 TERMS OF REFERENCE TO AUDIT COMMITTEE IN BRIEF
The Terms of the reference of the Audit Committee are those prescribed
under clause49 of the Listing Agreement including inter-alia the review
of financial results before submission to the Board for approval to
ensure that the financial statements are correct and present true and
fair view, interaction with Statutory Auditors, recommendation of
appointment and payment of audit fees to the Auditors and to review the
adequacy of internal control systems.
2.2 REMUNERATION COMMITTEE
It consists of Mr. Ganesan Venkatraman and Mr. Babulal Bansilal Jain,
Independent Directors. It determines the salary and perks payable to
Board Level Members and recommends Board for its consideration.
2.3 FAMILIARIZATION PROGRAMME
The Board members are provided with necessary documents/brochures,
reports and internal policies to enable them to familiarize with the
Company's procedures and practices.
Periodic presentations are made at the Board and Board Committee
Meetings, on business and performance updates of the company, business
environment, business strategy and risk involved. Detailed
presentations on the Company's business segments were made at the
separate meetings of the Independent Directors held during the year.
2.4 VIGILANCE MECHANISM FOR EMPLOYEES
The Vigilance Mechanism of the Company, which also incorporates a
Whistle Blower Policy are as per the Listing Agreement. Any Employee
who wants to report genuine concern is allowed to do it to the Chairman
of Audit Committee, Mr. Babulal Bansilal Jain. The Policy on Vigilance
Mechanism and Whistle Blower Policy may be accessed on the Company's
Website : www.barrelpeople.com.com
2.5 SEXUAL HARASSMENT ON WOMEN (PREVENTION, PROHIBITION AND REDRESSAL)
ACT, 2013
During the year under review, there was no complaint on sexual
harassment of women/employees.
2.6 STAKEHOLDERS RELATIONSHIP COMMITTEE
Stakeholders Relationship Committee consists of (1) Shri Babulal
Bansilal Jain, (2) Mr. G. Venkatraman and (3) Dr. Jayesh Vinodrai
Valia.
3.2 Broad terms of Reference to Stakeholders /Investor Grievances
Committee
To approve Share Transfers, to review and advise the Company on any
grievance in relation to
(a) Non-transfer of shares
(b) Non-receipt of Annual Report
(c) Any other grievance raised by any stakeholder.
3.3 Status of Investor Complaints
No complaints were received from the Investors during the year under
review.
3.4 Compliance Officer - Dr. Jayesh Vinodrai Valia
Details of Annual General Meeting held in three previous years
DATE TIME VENUE OF AGM
Tuesday, 30th September, 2014 1.00 p.m. The No.1 Party Hall,
Building No.1, Sumer Nagar,
S. V. Road,
Kora Kendra Bus Stop,
Borivali (West),
Mumbai 400 092.
Monday, 23rd September, 2013 12.30 p.m. The No.1 Party Hall,
Building No.1, Sumer Nagar,
S. V. Road,
Kora Kendra Bus Stop,
Borivali (West),
Mumbai 400 092.
Friday, 28th September, 2012 11.00 a.m. The No.1 Party Hall,
Building No.1, Sumer Nagar,
S. V. Road,
Kora Kendra Bus Stop,
Borivali (West),
Mumbai 400 092.
4. General Stakeholders' Information
1. Annual General Meeting.
Day, Date and Time : By Separate Communication
5. Financial Calendar (2014 - 2015)
Annual General Meeting for the year ended 31st March, 2015.
Date : Wednesday, 30th September, 2015 at
1.00 p.m.
Information sent by separate commnication.
6. Book Closure Date : 24.9.2015 to 30.9.2015 (both days
inclusive)
7. Dividend Payment Date : Not applicable since dividend not
recommended.
8a. Registered Office : Plot No. 757/758, Jwala Estate, First
Floor, Soni Wadi, Near Kora Kendra,
Off S.V. Road, Borivali (West),
Mumbai 400 092.
8b. CIN No. : L28120MH1993PLCO73160
Email : yashraj bom@rediffmail.com
Website : www.barrelpeople.com
Telephone : 022-28992658 / 28997506 / 2898 3234
Fax : 022-2899 7806
9. Listing on Stock Exchange : Equity Shares
Bombay Stock Exchange Ltd.,
Dalal Street, Mumbai 400 001.
10. Stock Market Information
i) Stock Code : 530063
Bombay Stock Exchange Ltd.
11. Registrars & Transfer Agents : M/s. Sharex Dynamic (India) Pvt.
Ltd., Unit-1, Luthra Industrial
Premises, Safeed Pool, Andheri
Kurla Road, Andheri (East),
Mumbai - 400 072.
Tel: 022 28515606 / 28515644
Share Transfer System :
Your Company's Equity Shares are admitted with the Depository System of
National Securities Depository Limited (NSDL) and Central Depository
Services (India) Limited (CDSL) as an eligible security under the
Depositories Act, 1996. As such, facilities for dematerializations of
your Company's Equity Shares are available vide INE No.095 CO 10 18 at
both the depositories. Your Company's Equity Shares are under
compulsory dematerialization.
12. Dematerialisation of Shares and Liquidity :
Approximately 98.35. % of the Equity Shares have been dematerialized
upto 31st March, 2015. Trading in Equity Shares of your Company is
permitted only in dematerialized form compulsorily as per notification
issued by The Securities and Exchange Board of India.
13. i) Materially significant related party transactions that may have
potential conflict with the interests of company
The Company does not have material significant related party
transactions i.e. transactions of the company of material nature with
its Promoters, Directors of the Management, or their subsidiaries or
relatives etc. that may have potential conflicts with the interest of
the Company at large. However Disclosure of Transactions with any
related party have been made in the Balance- Sheet in Notes to Accounts
at Note No 27 which are self explanatory.
ii) Non-Compliance by the Company, penalties, strictures imposed on the
Company by Bombay Stock Exchange Ltd. or SEBI or any statutory
authority, on any matter related to Capital Markets, during the last
three years.
- None
iii) Details of Compliance with mandatory requirements and adoption of
the non-mandatory requirement of this clause
The Company has complied with mandatory requirements and None of the
Independent Directors on our Board has served for a tenure exceeding
nine years.
14. Means of Communication :
The Quarterly/Half Yearly Unaudited Financial Results/Audited Financial
Results are published in Navshakti and Free Press Journal, and put up
on the website of Bombay Stock Exchange Ltd. as well as on Company's
website www.barrelpeople.com. The notices to the stakeholders are
published in Navshakti and Free Press Journal.
15. Practising Company Secretaries Certificate on Corporate Governance:
Your Company has obtained a certificate from the Practising Company
Secretaries regarding compliance of conditions of Corporate Governance
as stipulated in Clause 49 of the Listing Agreement with Bombay Stock
Exchange Ltd. This is annexed to the Annual Report. The Certificate
will also be sent to Bombay Stock Exchange Ltd. alongwith the Annual
Accounts to be filed by the Company.
16. ACKNOWLEDGEMENTS
Your Directors place on record their sincere appreciation of the
dedicated and devoted services rendered by the employees of the Company
at all levels and are grateful to the Company's Bankers, Financial
Institutions for their timely assistance and co-operation in the
working of your Company. Your Directors also thank the customers,
Stakeholders and the suppliers of your Company for their co- operation
and valuable support.
17. DECLARATION
The Board has laid down a code of conduct for all Board Members and
Senior Management of the Company which is posted on the website of the
company. The Board Members and Senior Management have affirmed
compliance with the code of conduct.
FOR YASHRAJ CONTAINEURS LTD.
PLACE : MUMBAI (DR. JAYESH V. VALIA)
DATED : 8.8.2015 EXECUTIVE CHAIRMAN
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