Dear Shareholder,
The Directors have pleasure in presenting to you the 24th Annual Report together with the final accounts for the year ended 31st March, 2018:
PERFORMANCE AND STATE OF AFFAIRS OF THE COMPANY
The company during the year reported total income of Rs. 54.51 lakhs as against Rs. 818.44 lakhs in the previous year. The net profit amounted to Rs.4.63 lakhs as against Rs.754.36 lakhs in the previous year. The company could not take any production during the year also due to labour issues and lock out which is continuing since 2009. As the company was closed for more than eight years the plant maintenance work has to be carried out and the efforts in this regard are in progress.
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, 2018.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
There were changes in the composition of the board of directors during the year - Mr. Dony Dominic and T M Paulose were inducted as directors while promoter directors Mr. Davis Pavunny, Saxon Pavunni and Mr. Geo Paulson resigned paving the way for a new management. Mr. K L V Narayan was appointed as Managing director. The independent directors have submitted declarations that each of them meets the criteria of independence as provided in Section 149(6) of the Act and that there has been no change in the circumstances which may affect their status of independence.
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 31.03.2018, 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 the 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 are listed at the Bombay Stock Exchange. The listing fees are paid up to the year 2018-19.
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 full compliance with the corporate governance requirements as per the listing agreement/the SEBI Listing regulations, 2015. The details and disclosures are given in annexure HBD
EXTRACT OF ANNUAL RETURN
The extract of annual return for the year ended 31.03.2018 in the prescribed format MGT-9 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 and he continues in office. The report of the auditors for the year does not contain any qualification.
SECRETARIAL AUDIT REPORT
M/s. K P Thomas & Co., Company Secretaries, were appointed as secretarial auditors of the company for the financial year 2017-18. The Secretarial Audit Report in terms of section 204 of the Companies Act, 2013 for the financial year 2017-18 is annexed herewith to this report. As regards the qualifications/adverse comments in the report regarding statutory non-compliances etc. your directors would submit that the Company is a law abiding entity and since it is in the process of re starting its operations, the Management is responsible and committed to their level best to streamline the same in future.
AUDIT COMMITTEE
The composition and details of meetings of the audit committee are given below
Members : 1. Annamma George 2. Dony Dominic 3. Thadiyan Poulose Mathai
Date of Meeting : 30.05.2017, 25.07.2017, 30.10.2017 and 25.01.2018
MEETING OF THE BOARD
7 meetings of the board were held during the year on 02.05.2017, 30.05.2017, 25.07.2017, 29.09.2017, 30.10.2017, 29.11.2017 and 25.01.2018.
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 OF 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 shares of the company are readmitted for trading with effect from 20.06.2017
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 Redressal) 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
Place : Kizhakkambalam Sd/- Sd/-
Date : 28.08.2018
K L V Narayanan Dony Dominic
Managing Director Director
DIN:01273573 DIN: 03588411
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