To,
The Members of
Ecoboard Industries Limited
The directors submit annual report of Ecoboard Industries Limited (the “Company”)along with the audited financial statements for the financial year (FY) ended March 31, 2016. Consolidated performance of the Company has been referred to wherever required.
Directors have tried to maintain coherence in disclosures and flow of the information by clubbing required information topic-wise, and thus certain information which is required in directors report is clubbed elsewhere and has to be read as a part of boards’ report.
1. FINANCIAL SUMMARY / HIGHLIGHTS
(Amounts in Lakhs)
|
Particulars
|
Current Year 2015-16
|
Previous Year 2014-15
|
|
Profit/ Loss before interest, depreciation, exceptional items and tax
|
(694.05)
|
(204.36)
|
| |
379.76
|
407.17
|
|
Less: Interest Less: Depreciation
|
116.08
|
116.54
|
|
Profit/(Loss) for the year from ordinary activities
|
(1,189.89)
|
(728.07)
|
|
Add: Exceptional income
|
(278.18)
|
54.87
|
|
Profit/(loss)before Tax
|
(1,468.07)
|
(673.20)
|
|
Less: Provision for tax
|
0
|
0
|
|
Profit/(Loss) for the period from continuing operation
Profit/(Loss) for the period from discontinuing operation
|
(1,468.07)
|
(673.20)
|
|
Tax expenses of discontinuing operation
Profit/(Loss) for the period
|
(21.75)
|
(25.61)
|
|
From discontinuing operation Profit/( loss) for the period
|
(0)
|
(0)
|
|
Balance brought forward
Surplus for the year
Balance carried to Balance Sheet
|
(1,489.82)
|
(698.81)
|
| |
(1,489.82)
|
(698.81)
|
| |
(1,489.82)
|
(698.81)
|
Financial Performance
During the year 2015-16 your company has made turnover of Rs 2,258.52 Lakhs as compared to turnover of the previous financial year of Rs. 1,862.52 Lakhs, whereas Loss for the year is Rs. 1,489.82/- Lakhs as against Rs. 698.81/- Lakhs in the previous financial year. Boards of Directors are confident that the business of the Company will flourish in future and the turnover of the Company will improve which turns the losses into profitability.
|
Year
|
Sales performance (Rs. Lacs)
|
PBT (Rs. Lacs)
|
PAT (Rs. Lacs)
|
EPS (Rs. Lacs)
|
|
2012
|
3275.50
|
(208.57)
|
(208.57)
|
(1.17)
|
|
2013
|
3731.05
|
(592.65)
|
(690.89)
|
(3.87)
|
|
2014
|
2807.82
|
(810.75)
|
(898.13)
|
(5.04)
|
|
2015
|
1693.28
|
(673.20)
|
(698.81)
|
(3.92)
|
|
2016
|
2,205.48
|
(1,468.07)
|
(1,489.82)
|
(8.35)
|
In last two years the Company has faced challenges rising from external factors. In this stressful situation the Company has taken steps to overcome the challenge and found new direction for stable growth. In particle board division the Company has timely upgraded the machineries to reduce the consumption of raw material by 25%. The Bio-Gas division has also working with several new industries like poultry, dairy, pharmaceutical etc. and successfully executed bio-gas project in an internationally renowned pharmaceutical company.
Management’s decision of Modification of existing line of 13.5’x6’ boards has resulted in following:-
a) Reduction in our cost of Production on account of reduction in power consumption by at least 25%.
b) Reduction in ratio of Raw material consumption and inputs.
c) Reduction in manpower on account of automation.
Management sincerely feels that, this will not only help the company to cover up the losses but also to gain profit in near future.
Based on internal financial control framework and compliance systems established in the Company, the work performed by statutory, internal and secretarial auditors and reviews performed by the management and/or relevant Audit and other Committees of the Board, your Board is of the opinion that the Company’s internal financial controls were adequate and effective during the financial year 2015-16.
2. DIVIDEND
In view of paucity of funds in the current year and due to counting losses the, the Board of Directors does not recommend any dividend for the F.Y. 2015-16.
The unclaimed dividend pertaining for the year ended March, 2009 will be transferred to the Investor Education & Protection Fund this year.
3. DIRECTORS AND KMP:
The details of Appointment, re-appointment and retiring by rotation of Directors and Key Managerial Personnel (KMP) are included in Corporate Governance Report, and forms part of the board’s report as ‘Annexure B’.’
4. SEGMENT WISE AND PRODUCT-WISE OPERATIONAL PERFORMANCE:
The details are given under Notes to Accounts of financial statements.
5. DIRECTORS RESPONSIBILITY STATEMENT
To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(3) (c) of the Companies Act, 2013:
a. that in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;
b. t he 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 at the end of the financial year and of the profit and loss of the Company for that period;
c. that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
d. that the annual accounts have been prepared on a going concern basis;
e. that proper internal financial controls were in place and that the financial controls were adequate and were operating effectively.
f. t hat the systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.
6. MEETINGS OF THE BOARD OF DIRECTORS
During the Financial Year 2015-16, the Company held 5 (Five) board meetings of the Board of Directors as per Section 173 of Companies Act, 2013 which is summarized below. The provisions of Companies Act, 2013, listing agreement and Listing Regulations were adhered to while considering the time gap between two meetings.
|
Name of Director
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Category
|
Attendance of meeting during 2015-16
|
*No. of other Directorship
|
| |
|
Board
|
Last AGM
|
|
Mr. V.S. Raju
|
Chairman
|
2
|
Yes
|
1
|
|
Mr. G. R.K. Raju
|
Managing Director
|
4
|
Yes
|
1
|
|
Mr. Praveen Kumar Raju Gottumukkala
|
Executive Director
|
4
|
Yes
|
0
|
|
Mr. U.S Kadam
|
Non-Executive & Independent
|
4
|
Yes
|
0
|
|
#Dr. N.A. Ramaiah
|
Non-Executive & Independent
|
0
|
No
|
0
|
|
#Mr. Ramchandra Raju P S
|
Non-Executive & Independent
|
0
|
No
|
4
|
|
Mr. Narasimhan Krishnan
|
Non-Executive & Independent
|
5
|
Yes
|
0
|
|
Ms. Venkata Sujani Indukuri
|
Executive Director
|
1
|
Yes
|
0
|
|
##Mr. Siva Sankar Kalive
|
Additional Director
|
1
|
No
|
0
|
|
##Mr. P. V. V. RamaRaju
|
Additional Director
|
0
|
No
|
0
|
# Ceased to be Director w.e.f. 14th November, 2015 ## Appointed as Additional Director w.e.f 14th November, 2015
7. PARTICULARS OF LOANS, ADVANCES, GUARANTEES AND INVESTMENTS
Pursuant to section 186 of Companies Act, 2013 and Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), disclosure on particulars relating to Loans, advances, guarantees and investments are provided as part of the financial statements.
8. DEPOSITS
Your Company has not accepted any deposits from public and as such, no amount on account of principal or interest on public deposits was outstanding as on the date of the balance sheet.
9. RISK MANAGEMENT
Periodic assessments to identify the risk areas are carried out and management is briefed on the risks in advance to enable the company to control risk through a properly defined plan. The risks are classified as financial risks, operational risks and market risks. The risks are taken into account while preparing the annual business plan for the year. The Board is also periodically informed of the business risks and the actions taken to manage them. The Company has formulated a policy for Risk management with the following objectives:
- Provide an overview of the principles of risk management
- Explain approach adopted by the Company for risk management
- Define the organizational structure for effective risk management
- Develop a “risk” culture that encourages all employees to identify risks and associated opportunities and to respond to them with effective actions.
10. ANNUAL REVALUATION
Pursuant to the provisions of the Companies Act, 2013, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration and Compliance Committees. A structured questionnaire was prepared after taking into consideration inputs received from the Directors, covering various aspects of the Board’s functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance. A separate exercise was carried out to evaluate the performance of individual Directors including the Chairman of the Board, who were evaluated on parameters such as level of engagement and contribution, independence of judgment, safeguarding the interest of the Company and its minority shareholders etc. The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Chairman and the Non Independent Directors was carried out by the Independent Directors who also reviewed the performance of the Secretarial Department.
11. INDEPENDENT DIRECTORS AND DECLARATION
Composition of the independent director is in compliance with the provisions of the Companies Act, 2013 and Listing Regulations. During the year your Company has appointed Mr. Siva Sankar Kalive and Mr. P. V V Rama Raju as Independent Directors to the Board with relevant expertise and experience.
The Board of Directors of the Company hereby confirms that all the Independent directors duly appointed by the Company have given the declaration and they meet the criteria of independence as provided under section 149(6) of the Companies Act, 2013.
12. CODE OF CONDUCT
i. Code of Conduct for Director and Senior Management of the Company: The Company has adopted the Code of Conduct for the Directors and Senior Management of the Company. All Board Members and Senior Management Personnel have affirmed compliance with the code as on March, 2015.
ii. Code of Conduct for prevention of Insider Trading: The Company has its own Code of Conduct for Prevention of Insider Trading
13. CORPORATE GOVERNANCE:
As the listed Company necessary measures are taken to comply with provisions of the Listing Agreement with Bombay Stock Exchange and SEBI (Listing Obligation and Disclosure Requirements) Regulation,
2015. The Report on Corporate Governance along with the certificate as stipulated confirming compliance with the conditions of Corporate Governance, the Managing Director’s declaration as stipulated under the aforesaid Clause, Regulation and Management Discussion and Analysis Report forms part of Annual Report.
14. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION , FOREX EARNING AND OUTGO:
The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134 (3) (m) of the Companies Act, 2013 read with Rule, 8 of The Companies (Accounts) Rules, 2014, is annexed herewith as “Annexure A”.
15. EXTRACT OF ANNUAL RETURN IN FORM MGT-9
The details forming part of the extract of the Annual Return in form MGT-9 is annexed herewith as “Annexure B’.’
16. COMPENSATION AND DISCLOSURE ANALYSIS:
The Companies Act, listing Regulations through various provisions require disclosure and analysis on executive, director’s, KMP’s and other employees’ compensation. The said information forms part of board’s report annexed herewith as “Annexure C”.
17. RELATED PARTY TRANSACTIONS:
Related party disclosures pursuant to sub-section (1) of section 188 of the Companies Act, 2013 are forming part of the Board report and is annexed herewith as ‘Annexure D’.’
18. STATUTORY AUDITORS:
The Company’s Auditors, M/s. Chaturvedi SK & Fellows, Chartered Accountants, Mumbai, (Firm Regn. No. 112627W) were appointed till 31.03.2016. Further the Company wish to appoint them for the period of one financial year i.e. 01.04.2016 to 31.03.2017.
19. SECRETARIAL AUDIT REPORT
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. S. R. Siddheshwar & Co., Pune, a firm of Company Secretaries in Practice, to undertake the Secretarial Audit of the Company. Secretarial Audit Report for the financial year March 31, 2016 is annexed herewith as ‘Annexure E” in FORM MR-3.
20. COMMENTS ON OBSERVATIONS ON SECRETARIAL AUDIT REPORT
The director’s comment on the observation of Secretarial Auditor has been covered as Annexure -1 of the Secretarial Audit Report.
21. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY
There have been no material changes and commitments, affecting the financial position of the Company which occurred during between the end of the financial year to which the financial statements relate and the date of this report.
22. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS/COURTS/ TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND THE COMPANY’S OPERATIONS IN FUTURE
There are no significant material orders passed by the Regulators/ Courts which would impact the going concern status of the Company and its future operations.
23. INFORMATION UNDER THE SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2014
The Company has constituted an internal complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2014. During the year no complaint was filed before the said Committee.
24. ACKNOWLEDGEMENTS AND APPRECIATION
Your Directors take this opportunity to thank the customers, shareholders, suppliers, bankers, business partners/associates, financial institutions and Central and State Governments for their consistent support and encouragement to the Company. I am sure you will join our Directors in conveying our sincere appreciation to all employees of the Company for their hard work and commitment. Their dedication and competence has ensured that the Company will definitely overcome from such turbulent situation and emerge as significant and leading player in the industry.
FOR AND ON BEHALF OF THE BOARD OF DIRECTORS
Sd/-
V.S.Raju
Place: Pune Chairman
Date: 10.08.2016 DIN: 00842835
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