Mar 31, 2016
To,
The Members of
Ecoboard Industries Limited
The directors submit annual report of Ecoboard Industries Limited (the âCompanyâ)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 boardsâ 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.
Managementâs decision of Modification of existing line of 13.5âx6â 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 Companyâs 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 boardâs report as âAnnexure Bâ.â
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 |
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 (âListing Regulationsâ), 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 âriskâ 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 Boardâs 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 Directorâs 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 âAnnexure Aâ.
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 âAnnexure Bâ.â
16. COMPENSATION AND DISCLOSURE ANALYSIS:
The Companies Act, listing Regulations through various provisions require disclosure and analysis on executive, directorâs, KMPâs and other employeesâ compensation. The said information forms part of boardâs report annexed herewith as âAnnexure Câ.
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 âAnnexure Dâ.â
18. STATUTORY AUDITORS:
The Companyâs 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 âAnnexure Eâ in FORM MR-3.
20. COMMENTS ON OBSERVATIONS ON SECRETARIAL AUDIT REPORT
The directorâs 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 COMPANYâS 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
Mar 31, 2015
Dear Members,
The Directors take pleasure in presenting the 24th Annual Report
together with the audited financial statements for the year ended 31st
March, 2015. The Management Discussion and Analysis Report have also
been incorporated into this report.
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 directors' report.
1. FINANCIAL SUMMARY / HIGHLIGHTS
(Rs. In Lakhs)
Particulars Current Previous
Year Year
2014-15 2013-14
Profit/ Loss before interest, (204.36) (89.24)
depreciation, exceptional items and tax
Less: Interest 407.17 384.31
Less: Depreciation 116.54 337.20
Profit/(Loss) for the year (728.07) (810.75)
depreciation, exceptional items and tax
Add: Exceptional income 54.87 0
Profit/(loss)before Tax (673.20) (810.75)
Less: Provision for tax 0 0
Profit/(Loss) for the period (673.70) (810.75)
from continuing operation
Profit/(Loss) for the period (25.61) (87.38)
from discontinuing operation
Tax expenses of discontinuing (0) (0)
operation
Profit/(Loss) for the period (698.81) (898.13)
From discontinuing operation
Profit/( loss) for the period
Balance brought forward (698.81) (898.13)
Surplus for the year (698.81) (898.13)
Balance carried to Balance Sheet
Financial performance
During the year 2014-15 your company has made turnover of Rs. 1862.52/-
Lakhs as compared to turnover of the previous financial year of Rs.
2860.72/- Lakhs, whereas Loss for the year is Rs. 698.81/- Lakhs as
against Rs. 898.81/- Lakhs in the previous financial year. Boards of
Directors are confident that the business of the Company will flourish
in future and the turnover and profitability of the Company will
improve.
Year Sales PBT PAT EPS
performance (Rs. Lacs) (Rs. Lacs) (Rs. Lacs)
(Rs. Lacs)
2011 4294.54 (399.57) (399.57) (2.24)
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)
As already informed, your Company has taken up the works of setting a
new production line at its Velapur unit for production of 8'x4' size
particle boards from bagasse and of improving material preparation
section of particle boards line of 13.5' x 6' size boards.
Due to work on this project, production of particle boards on existing
line of 13.5'x6' boards was suspended in April 2014 as a result the
Sales Revenue for Company's Product has gone down during the financial
year 2014-15 as compared to last year.
Further we are pleased to inform you that Company has completed the
work of improving material preparation section of board line and has
re-started production of particle boards of 13.5'x6' size. However Work
on setting up of new production line is still in progress. During this
period from April 2014 to February 2015, Company carried activity of
only laminating plain particle boards.
Management is hopeful that the decision of Modification of existing
line of 13.5'x6' boards and also setting up of New production line at
its Velapur unit will result in:-
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.
d) Increase in penetration in the market aggressively 8' x 4' boards
which presently we are unable to market.
e) With added capacity derive the benefit of Economics of Scale.
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 2014-15.
2. DIVIDEND
In view of paucity of funds in the current year and due to counting
losses, the Board of Directors does not recommend any dividend for the
F.Y. 2014-15.
The unclaimed dividend pertaining for the year ended March, 2008 will
be transferred to Investor Education and Protection Fund this year.
The unclaimed dividend pertaining for the year ended March, 2009 will
be transferred to the Investor Education & Protection Fund after the
period of 7 years.
3. DIRECTORS AND KMP:
The details of Appointment, reappointment and retiring by rotation of
Directors and Key Managerial Persons (KMP) are included in Corporate
Governance Report, and forms part of the director'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. that such accounting policies as mentioned in Note 1 of the Notes
to the Financial Statements have been selected and applied consistently
and judgment and estimates have been made that are reasonable and
prudent so as to give a true and fair view of the state of affairs of
the Company as at 31st March, 2015 and of the loss of the Company for
the year ended on that date;
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 financial statements 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. that the systems to ensure compliance with the provisions of all
applicable laws were in place and were adequate and operating
effectively.
6. INFORMATION UNDER THE SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:
The Company has constituted an internal complaints Committee under
Section 4 of the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013. During the year no complaint was
filed before the said Committee.
7. MEETINGS OF THE BOARD OF DIRECTORS
During the Financial Year 2014-15, the Company held 6 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 and listing
agreement were adhered to while considering the time gap between two
meetings.
Name of Category Attendance *No. of
Director of meeting other
during Direct-
2014-2015 orship
Board Last
AGM
Mr. V.S. Raju Chairman 5 Yes 1
Mr. G. R.K. Raju Managing 6 Yes 1
Director
# Mr. P Satyanarayana Non-Executive 1 No 3
Raju Director
Mr. Praveen Kumar Raju Executive 6 Yes 1
Gottumukkala Director
Mr. U.S Kadam Non-Executive & 6 Yes 0
Independent
Dr. N.A. Ramaiah Non-Executive & 1 No 0
Independent
Mr. Ramchandra Raju P S Non-Executive & 1 No 4
Independent
Mr. Narasimhan Krishnan Non-Executive & 6 Yes 0
Independent
** Ms. Sujani Venkata Additional Director 1 No 2
Indukuri
* Ceased to be Director w.e.f. 28th March, 2015
* Appointed as Woman Director w.e.f. 27th March, 2015
8. LOANS, GUARANTEES AND INVESTMENTS
The Company has not given any Loans, Guarantees and made Investments
under section 186 of the Companies Act, 2013 for the financial year
ended 31st March 2015.
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. It
covers 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. The performance evaluation of the Independent Directors was
carried out by the entire Board.
11. INDEPENDENT DIRECTORS AND DECLARATION
Composition of the independent director is in compliance with the
provisions of the Companies Act, 2013 and clauses of Listing Agreement.
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 a listed Company necessary measures are taken to comply with
provisions of the listing agreement entered with Bombay Stock Exchange
and SEBI. The Report on Corporate Governance along with a certificate
as stipulated confirming compliance with the conditions of Corporate
Governance, the Managing Director's declaration as stipulated under the
aforesaid Clause 49 and Management Discussion and Analysis Report forms
part of the 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 agreement through various provisions require
disclosure and analysis on executive, director's, KMP's and other
employees' compensation. And the said information forms part of
director'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 in AGM
2014 for a period of two audit periods and their appointment needs to
be ratified in general meeting.
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 Abhijit Jagtap &
Associates, Pune, a firm of Company Secretaries in Practice, to
undertake the Secretarial Audit of the Company. Secretarial Audit
Report is annexed herewith as "Annexure E" in FORM MR3
20. COMMENTS ON OBSERVATIONS ON SECRETARIAL AUDIT REPORT
The director's comments on the observations of secretarial auditor have
been covered as Annexure- I of the secretarial audit report.
FOR ECOBOARD INDUSTRIES LIMITED
Sd/-
Place: Pune V. S. RAJU
Date: 22/08/2015 Chairman
Mar 31, 2014
Dear Members,
The Directors have pleasure in presenting to you 23rd Annual Report on
the business and operations of the Company together with the audited
statements of accounts for the year ended 31st March 2014.
Financial Results
(Rs. In Lakhs)
Particulars Current Year Previous Year
2013-14 2012-13
Profit/(Loss) before (89.24) 124.21
interest, depreciation,
exceptional items and tax
Less:
Interest 384.31 381.09
Depreciation 337.20 335.68
Profit/(Loss) for the year 810.75 (592.56)
from ordinary activities
Add: Exceptional income 0 0
Profit/(loss)before Tax 810.75 (592.56)
Less: Provision for tax 0 0
Profit/(Loss) for the 810.75 (592.56)
period from continuing
operation
Profit/(Loss) for the period (87.38) (98.33)
from discontinuing
operation
Tax expenses of 0 0
discontinuing operation
Profit/(Loss) for the (87.38) (98.33)
period from
discontinuing operation
Profit/( loss) for the (898.13) (690.89)
period
Balance brought forward (4422.62) (3731.73)
Surplus for the year
Balance carried to (5320.75) (4422.62)
Balance Sheet
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. 2013-14.
Business
The business environment for Company''s products was better than the
last year as there was increase in the revenue of the Company.
Management hope the consistence efforts may give better results than
previous years.
As a listed Company necessary measures are taken to comply with
provisions of the listing agreement entered with Bombay Stock Exchange.
A report on Corporate Governance along with a certificate of compliance
from the Auditors forms part of this Annual Report. The Managing
Director''s declaration regarding compliance with code of conduct for
Board Members and Senior Management is attached to the Corporate
Governance Report.
Board of Directors
Mr. Vegesna Subba Raju and Mr. Penmetsa Satyanarayana Raju Directors,
would retire by rotation at the ensuing Annual General Meeting of the
Company and being eligible, offer themselves for reappointment. In
accordance with clause 49 of the listing agreement, particulars
relating to the Directors seeking re-election/ reappointment at the
ensuing Annual General Meeting are furnished in the Corporate
Governance Report.
We wish to inform you that Mr. Srinivas Raju, Non Executive Director
and Mr. V.P Rane, Independent Director resigned as Directors of the
Company w.e.f. 10th August, 2013. The Board placed on record its
sincere appreciation for the services rendered by Mr. Srinivas Raju and
Mr. V.P Rane to the Company during their tenure of Directorship.
Industrial Relation
Industrial relations during the year continued to be peaceful and there
were no man-days lost due to any kind of unrest.
Directors'' Responsibility Statement
In accordance with the requirements of section 217 (2AA) of the
Companies Act, 1956, the Directors declare that:
1) In the preparation of the annual accounts, the applicable accounting
standards had been followed along with proper explanation relating to
material departure if any,
2) 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 as at 31st March, 2014 and of the profit or loss of the
Company for the year ended on that date;
3) The Directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956, for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities;
4) The Directors had prepared the annual accounts on a ''going concern''
basis.
Conservation of Energy, Technology Absorption & Foreign Exchange
Earnings & Outgo
The particulars as prescribed under sub-section (1) (e) of section
217of the Companies Act, 1956, read with the Companies (Disclosure of
particulars in the report of the Board of directors) Rules, 1988, are
set out in ''Annexure I'' to this report. ,
Eco Friendly Compliance
The Company complies with all requirements regarding management of
pollutants of manufacturing unit. The plants do not cause any type of
water, air or noise pollution. The Company has properly and timely
applied for clearances from the State pollution control board for its
plant.
Management Discussion & Analysis and Corporate Governance
A report on the Management Discussion & Analysis and Corporate
Governance forms part of this report. The Certificate of the Statutory
Auditors confirming compliance with Clause 49 of the Listing Agreement
relating to Corporate Governance is also annexed as ''Annexure II'' to
this report.
Particulars of employees
The relations with the employees continue to remain cordial. The
Directors express their appreciation for the support given and the
contribution made by the employees at all levels.
There is no employee whose particulars are required to be given under
section 217(2A) (a) of the Companies Act 1956 read with the
(Particulars of Employees) Rules 1975.
Auditors
The Auditors of the Company, M/s Chaturvedi SK & Fellows, Chartered
Accountants, Mumbai would retire at the ensuing Annual General Meeting
and have confirmed their eligibility and willingness to accept office,
if re-appointed.
Boards Comments on Remarks of Auditors in their report
1. The Company is not a Sick Industry Company within the meaning of
Sick industrial Companies Act (SICA) as the company is not
manufacturing timber or timber based product but fiber board from agro
residues which is not found in the first schedule in SICA strictly to
which industries only SICA applies.
2. The Board Members have personally provided loans to company and at
no unfair interest rates.
The entries are made properly in registers under section 301 of the
Companies Act, 1956.
3. Due to unavoidable circumstances the statutory dues
were not paid on time. However the dues are arranged to be paid
shortly.
Acknowledgements
The Directors place on record their appreciation and express their
gratitude for the continued support extended to the Company by the
Shareholders, Financial Institutions & Banks, Suppliers and the
Customers. We thank the Government of India, State Government, Reserve
Bank of India, Bombay Stock Exchange both depositaries and other
Government Agencies for their support, and look forward to their
continued support in the future.
By Order of the Board of Directors,
For Ecoboard Industries Ltd
Place : Pune. V.S. Raju
Date : 31st October, 2014 Chairman
Mar 31, 2013
Dear Shareholders,
The Directors have pleasure in presenting to you 22nd Annual Report on
the business and operations of the Company together with the audited
statements of accounts for the year ended 31st March 2013.
Financial Results
(Rs. In Lakhs)
Particulars Current
Year Previous
Year
2012-13 2011-12
Profit before interest, 125.02 317.12
depreciation, exceptional
items and tax
Less:
Interest 381.90 343.09
Depreciation 335.68 334.06
Profit/(Loss) for the year (592.56) (360.03)
from ordinary activities
Add: Exceptional income 0 251.90
Profit/(Loss)before Tax (592.56) (108.13)
Less: Provision for tax 0 0
Profit/(Loss) for the (592.56) (100.44)
period from continuing
operation
Profit/(Loss)for the period (98.33) (100.44)
from discontinuing
operation
Tax expenses of 0 0
discontinuing operation
Profit/(Loss) for the (98.33) (100.44)
period from discontinuing operation
Profit/(Loss) for the (690.89) (208.57)
period
Balance brought forward (3731.73) (3523.16)
Surplus for the year
Balance carried to (4422.62) (3731.73)
Balance Sheet
Dividend
In view of paucity of funds in the current year and due to continuing
losses the Board of Directors does not recommend any dividend for the
F.Y. 2012-13.
Business
The business environment for Company''s products was better than the
last year as there was increase in the revenue of the Company.
Management hope the consistents efforts may give better results than
previous years.
Corporate Governance
As a listed Company necessary measures are taken to comply with
provisions of the listing agreement entered with Bombay Stock Exchange
Ltd. A report on Corporate Governance along with a certificate of
compliance from the Auditors, forms part of this Annual Report. The
Managing Director''s declaration regarding compliance with code of
conduct for Board Members and Senior Management is attached to the
Corporate Governance Report.
Board of Directors
Mr. P. Satyanarayana Raju and Mr. Narsimhan Krishnan, Directors, would
retire by rotation at the ensuing Annual General Meeting of the Company
and being eligible, offer themselves for reappointment. In accordance
with clause 49 of the listing agreement, particulars relating to the
Directors seeking re-election/ reappointment at the ensuing Annual
General Meeting are furnished in the Corporate Governance Report.
Industrial Relation
Industrial relations during the year continued to be peaceful and there
were no man-days lost due to any kind of unrest.
Directors'' Responsibility Statement
In accordance with the requirements of section 217 (2AA) of the
Companies Act, 1956, the Directors declare that :
1) In the preparation of the annual accounts, the applicable accounting
standards had been followed along with proper explanation relating to
material departure if any.
2) 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 as at 31st March, 2013 and of the profit or loss of the
Company for the year ended on that date;
3) The Directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956, for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities; and
4) The Directors had prepared the annual accounts on a ''going concern''
basis.
Conservation of Energy, Technology Absorption & Foreign Exchange
Earnings & Outgo
The particulars as prescribed under sub-section (1) (e) of section
217of the Companies Act, 1956, read with the Companies (Disclosure of
particulars in the report of the Board of directors) Rules, 1988, are
set out in ''Annexure I'' to this report.
Eco Friendly Compliance
The Company complies with all requirements regarding management of
pollutants of manufacturing unit. The plants do not cause any type of
water, air or noise pollution. The Company has properly and timely
applied for clearances from the State pollution control board for its
plant.
Management Discussion & Analysis and Corporate Governance
A Report on the Management Discussion & Analysis and Corporate
Governance forms part of this Report. The Certificate of the Statutory
Auditors confirming compliance with Clause 49 of the Listing Agreement
relating to Corporate Governance is also annexed as ''Annexure II'' to
this report.
Particulars of employees
The relations with the employees continue to remain cordial. The
Directors express their appreciation for the support given and the
contribution made by the employees at all levels.
There is no employee whose particulars are required to be given under
section 217(2A) (a) of the Companies Act 1956 read with the
(Particulars of Employees) Rules 1975.
Auditors
The Auditors of the Company, M/s Chaturvedi SK & Fellows, Chartered
Accountants, Mumbai would retire at the ensuing Annual General Meeting
and have confirmed their eligibility and willingness to accept office,
if re-appointed.
Boards Comments on Remarks of Auditors in their report
1. The Company is not a Sick Industrial Company within the meaning of
Sick Industrial Companies Act (SICA) as the Company is not
manufacturing timber or timber based products but fibre board from agro
residues which is not found in the first schedule in SICA strictly to
which industries only SICA applies.
2. The Board Members have personally provided loans to Company and at
no unfair interest rates.
The entries are made properly in registers under Section 301 of the
Companies Act, 1956.
3. Due to unavoidable circumstances the statutory dues were not paid
on time. However the dues are arranged to be paid shortly.
Acknowledgements
The Directors place on record their appreciation and express their
gratitude for the continued support extended to the Company by the
Shareholders, Financial Institutions & Banks, Suppliers and the
Customers. We thank the Government of India, State Government, Reserve
Bank of India, Bombay Stock Exchange both depositaries and other
Government Agencies for their support, and look forward to their
continued support in the future.
By Order of the Board of Directors,
For Ecoboard Industries Ltd
Place : Pune. V.S. Raju
Date : 30th May, 2013 Chairman
Mar 31, 2012
Dear Shareholders,
The Directors have pleasure in presenting to you 21st Annual Report on
the business and operations of the Company together with the audited
statements of accounts for the year ended 31st March 2012.
Financial Results
(Rs. In Lakhs)
Particulars Current Year Previous Year
2011-12 2010-11
Profit before interest, 322.74 161.44
depreciation, exceptional
items and tax
less:
Interest 364.66 355.41
Depreciation 418.55 416.08
Profit/(Loss) for the year (460.47) (610.05)
from ordinary activities
Add: Exceptional income 251.90 210.48
Less: Provision for tax
Current tax 0 0
Deferred Tax 0 0
Net Profit/(Loss) after Tax (208.57) (399.57)
Less: Appropriations
Dividend 0 0
Tax on Dividend 0 0
Surplus for the year (208.57) (399.57)
Add - Balance brought (3523.14) (3123.57)
forward from the previous
year
Balance carried to (3731.71) (3523.14)
Balance Sheet
Dividend
In view of paucity of funds in the current year, the Board of Directors
does not recommend any dividend for the F.Y. 2011-12.
Business
The business environment for company's products remained challenging
during the year. Company tried to pass on the increase in input costs
to the customers. This faced resistance from the customers leading to
fall in sales of particle boards as well as biogas systems. It was only
during later part of the year that the customers accepted increase in
prices. Management's persistence with the increased selling price for
its products helped in bringing down the losses from ordinary business
activities. Management hopes to regain its sales volumes during the
next year which should bring down the loss even further. Company had
orders in hand of the value of more than Rs. 6 Crore for bio-gas
systems.
Corporate Governance
As a listed Company necessary measures are taken to comply with
provisions of the listing agreement entered with Bombay Stock Exchange.
A report on Corporate Governance along with a certificate of compliance
from the Auditors, forms part of this Annual Report. The Managing
Director's declaration regarding compliance with code of conduct for
Board Members and Senior Management is attached to the Corporate
Governance Report.
Board of Directors
Mr. V. P. Rane and Dr. N.A. Ramaiah, Directors, would retire by
rotation at the ensuing Annual General Meeting of the Company and being
eligible, offer themselves for reappointment. In accordance with clause
49 of the listing agreement, particulars relating to the Directors
seeking re- election/ reappointment at the ensuing Annual General
Meeting are furnished in the Corporate Governance Report.
During the financial year Company appointed Mr. Narasimhan Krishnan and
Mr. Praveen Kumar Raju Gottumukkala as directors.
Industrial Relation
Industrial relations during the year continued to be peaceful and there
were no man-days lost due to any kind of unrest.
Directors' Responsibility Statement
In accordance with the requirements of section 217 (2AA) of the
Companies Act, 1956, the Directors declare that :
1) In the preparation of the annual accounts, the applicable accounting
standards had been followed along with proper explanation relating to
material departure if any.
2) 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 as at 31st March, 2012 and of the profit or loss of the
Company for the year ended on that date;
3) The Directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956, for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities; and
4) The Directors had prepared the annual accounts on a 'going
concern' basis.
Conservation of Energy, Technology Absorption & Foreign Exchange
Earnings & Outgo
The particulars as prescribed under sub-section (1) (e) of section
217of the Companies Act, 1956, read with the Companies (Disclosure of
particulars in the report of the Board of directors) Rules, 1988, are
set out in 'Annexure I' to this report.
Eco Friendly Compliance
The Company complies with all requirements regarding management of
pollutants of manufacturing units. The plants do not cause any type of
water, air or noise pollution. The Company has properly and timely
applied for clearances from the State pollution control board for its
plants.
Management Discussion & Analysis and Corporate Governance
A Report on the Management Discussion & Analysis and Corporate
Governance forms part of this Report. The Certificate of the Statutory
Auditors confirming compliance with Clause 49 of the Listing Agreement
relating to Corporate Governance is also annexed as 'Annexure II'
to this report.
Particulars of employees
The relations with the employees continue to remain cordial. The
Directors express their appreciation for the support given and the
contribution made by the employees at all levels.
There is no employee whose particulars are required to be given under
section 217(2A) (a) of the Companies Act 1956 read with the
(Particulars of Employees) Rules 1975.
Auditors
The Auditors of the Company, M/s Chaturvedi SK & Fellows, Chartered
Accountants, Mumbai would retire at the ensuing Annual General Meeting
and have confirmed their eligibility and willingness to accept office,
if re-appointed.
Auditors' Report
The Board has duly reviewed the Statutory Auditors' Report issued for
the financial year 2011-12.
Acknowledgements
The Directors place on record their appreciation and express their
gratitude for the continued support extended to the Company by the
Shareholders, Financial Institutions & Banks, Suppliers and the
Customers. We thank the Government of India, State Government, Reserve
Bank of India, Bombay Stock Exchange both depositories and other
Government Agencies for their support, and look forward to their
continued support in the future.
By Order of the Board of Directors,
For Ecoboard Industries Ltd
Place : Pune. V.S. Raju
Date : 14th August, 2012 Chairman
Mar 31, 2010
The Directors have pleasure in presenting to you 19th Annual Report on
the business and operations of the Company together with the audited
statements of accounts for the year ended 31st March 2010.
Financial ftesults (Rs. In Thousand)
Particulars Current Year Previous Year
2009-10 2008-09
Sales & Other Income 501,235 644,097
Operating Profit 24142 113,973
Less:
Interest 27,077 28,242
Depreciation 43,503 50,952
Profit for the year (46,438) 34,779
Less: Provision for tax
(Fringe benefit tax) 0 (213)
Income Tax 381 4,787
Net ProfiVLoss after Tax (46,819) 30,205
Less: Appropriations 0 17,683
Dividend 0
Tax on Dividend 0 3,005
Surplus for the year (46819) 9,517
Add-Balance brought * (265,538) (275,055)
forward from the |
previous year
Balance carried to (312.357) (265,538)
Balance sheet
Dividend
in view of loss in the current year, the Board of Directors does not
recommend any dividend for the year ended March 31, 2010.
Business
Company suffers loss for the year 2009-2010 due to non availability of
raw material. Prices of bagasse swelled and it was unaffordable for
Company to purchase bagasse at the increased price. Cost of production
was also increased in disproportion with the sale price.
Company decided to close its islampur Plant due to consistent problem
of raw material non availability in required quantity, as bagasse now a
days is used in cogeneration of energy by the sugar industry. Company
had taken a lot of efforts to survive the plant by purchasing bagasse
at escalating costs, eventually the operation of plant was closed from
13lh June, 2010. Company offered retrenchment compensation to employees
and most of the dues are settled.
Corporate Governance
As a listed Company necessary measures are taken to comply with
provisions of the listing agreement entered with Bombay Stock Exchange.
A report on Corporate Governance along with a certificate of compliance
from the Auditors, forms part of this Annual Report. The Managing
Directors declaration regarding compliance with code of conduct for
Board Members and Senior Management is attached to the Corporate
Governance Report.
Board of Directors
Mr. Mr. Srinivas Raju P and Dr. N.A. Ramaiah, Directors, would retire
by rotation at the ensuing Annual General Meeting of the Company; and
being eligible, would offer themselves for reappointment.
In accordance with clause 49 of the listing agreement, particulars
relating to the Directors seeking re-election/ reappointment at the
ensuing Annual General Meeting are furnished in the Corporate
Governance Report.
Industrial Relations
Industrial relations during the year continued to be peaceful and there
were no man days lost due to any kind of unrest.
Directors Responsibility Statement
In accordance with the requirements of section 217 (2AA) of the
Companies Act, 1956, the Directors declare that:
1) in the preparation of the annual accounts, the applicable accounting
standards had been followed along with proper explanation relating to
material departure;
2) 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 as at 31s March, 2010 and of the profit or loss of the
Company for the year ended on that date;
3) the Directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956, for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities; and
4) the Directors had prepared the annual accounts on a going concern
basis.
Diversification of business
In the wake of Company facing raw material problem for its existing
product and keeping the line of eco-friendly business the Board of
directors decided diversification in new areas like solar energy,
ecohousing and without losing on the eco- friendly line of products,
through associate company / subsidiaries, while concentrating fully on
particle board through Ecoboard Industries Limited the flagship
company. __ For diversification Company has already amended its"
Memorandum of Association and obtained approval of members through
postal ballot in last financial year.
Conservation of Energy, Technology Absorption & Foreign Exchange
Earnings & Outgo
The particulars as prescribed under sub-section (1) (e) of section
217of the Companies Act, 1956, read with the Companies (Disclosure of
particulars In the report of the Board of directors) Rules, 1988, are
set out in Annexure I to this report.
Eco Friendly Compliance
The company complies with all requirements regarding management of
pollutants of manufacturing units. The plants do not cause any type of
water, air or noise pollution. The company has obtained clearances from
the State pollution control board for its plants.
Management Discussion & Analysis and Corporate Governance
A Report on the Management Discussion & Analysis and Corporate
Governance forms part of this Report. The Certificate of the Statutory
Auditors confirming compliance with Clause 49 of the Listing Agreement
relating to Corporate Governance is also annexed as Annexure II to
this report.
Particulars of employees
The relations with the employees continue to remain cordial. The
Directors express their appreciation for the support given and the
contribution made by the employees at all levels.
There is no employee whose particulars are required to be given under
section 217(2A) (a) of the Companies Act 1956 read with the
(Particulars of Employees) Rules 1975.
Auditors
The Auditors of the Company, M/s Chaturvedi SK & Fellows, Chartered
Accountants, Mumbai would retire at the ensuing Annual General Meeting
and have confirmed their eligibility and willingness to accept office,
if re-appointed.
Auditors Report
The Board has duly reviewed the Statutory Auditors Report.
Acknowledgements
The Directors place on record their appreciation and express their
gratitude for the continued support extended to the Company by the
Shareholders, Financial Institutions & Banks, Suppliers and the
Customers. We thank the Government of India, State Government, Reserve
Bank of India, Bombay Stock Exchange both depositaries and other
Government Agencies for their support, and look forward to their
continued support in the future.
By Order of the Board of Directors,
For Ecoboard Industries Ltd.
V.S. Raju
Chairman and
Managing Director
Place: Pune
Date : 29,th May, 2010
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