TO THE MEMBERS
Your Directors present the 93rd Annual Report together with Audited
Financial Statements of the Company for the financial year ended 31st March,
2023.
FINANCIAL PERFORMANCE (Amount in thousands)
Particulars |
31.03.2023 31.03.2022 |
Profit /(Loss) before Depreciation, Finance Cost & Tax |
(1328.53) |
(1028.21) |
Depreciation |
413.77 |
526.65 |
Finance Cost |
4770.33 |
4369.36 |
Profit /(Loss) before Tax |
(6512.63) |
(5924.22) |
Tax Expense |
- |
- |
Profit /(Loss) after Tax |
(6512.63) |
(5924.22) |
Other Comprehensive Income (Net of Tax) |
- |
- |
Total Comprehensive Income |
(6512.63) |
(5924.22) |
DIVIDEND & RESERVES
In view of accumulated losses, your Directors regret their inability to propose any
dividend for the year ended 31st March, 2023.
The Company has not transferred any amount to the General Reserve during the financial
year ended 31st March, 2023. OPERATIONS AND STATE OF COMPANYS AFFAIR.
The Rubberwood Factory has not been in operation for nearly 25 years pursuant to notice
received from the Deputy Conservator of Forests (Protection), Trivandrum. The Company is
developing its land assets in Goa based on which the going concern status of the Company
is maintained.
SHARE CAPITAL
The issued, subscribed and paid-up share capital of the Company as on 31st March, 2023
stood at 17,719,080 divided into 17,71,908 Equity Shares of 10 each fully paid-up. The
Company has not issued shares with differential voting rights or sweat equity shares, nor
has it granted any stock options. As on 31st March, 2023, none of the Directors of the
Company hold instruments convertible into equity shares of the Company.
During the year under review, there has been no change in the capital structure of the
Company.
LISTING OF EQUITY SHARES
The Equity Shares of the Company are listed and traded on BSE Ltd, Scrip Code : 508571
and listing fees for the Financial Year 2023-2024 of BSE Ltd has been paid.
PUBLIC DEPOSITS
The Company has not accepted any public deposits within the meaning of Section 73 of
the Act and the Companies (Acceptance of Deposit) Rules, 2014 and as such, no amount on
account of principal or interest on public deposits was outstanding as on the date of the
Balance Sheet.
LOANS, GUARANTEES AND INVESTMENTS
The Company has not granted loans or given guarantees or made investments during the
year under review.
RELATED PARTY TRANSACTIONS
All related party transactions are entered on arms length basis and are in compliance
with the applicable provisions of the Companies Act, 2013. There are no materially related
party transactions made by the Company with promoters,
directors or key managerial personnel etc. during the year which might have potential
conflict with the interest of the Company at large. A statement of all related party
transactions is placed before the Audit Committee for approval. The details of the
transactions with the related parties are provided in the Companys Financial Statement
Note No. 34.
DETAILS OF SUBSIDIARY, JOINT VENTURE OR ASSOCIATES
The Company does not have any subsidiary, joint venture or associate company.
ANNUAL RETURN
Pursuant to Section 134(3)(a) and Section 92(3) of the Act read with Rule 12(1) of the
Companies (Management and Administration) Rules, 2014, the Annual Return of the Company is
uploaded on the website of the Company and can be accessed at https://www.cochinmalabar.in/downloads/Annual
Return 2023.pdf
AUDITORS & AUDITORS REPORT
Statutory Auditors
M/s. JKVS & Co, Chartered Accountants (Firm Registration No.318086E) were appointed
as the Statutory Auditors of the Company at the Annual General Meeting held on September
9, 2019 to hold office for a period of five years till the conclusion of the 94th
Annual General Meeting.
M/s. JKVS & Co, Chartered Accountants have confirmed their eligibility to continue
as Auditors of the Company in terms of the provisions of Section 141 of the Companies Act,
2013 and the Rules framed thereunder. They have also confirmed that they hold a valid
certificate issued by the Peer Review Board of the ICAI as required under the provisions
of Regulation 33 of the Listing Regulations.
There is no qualification, reservation or adverse remark made by the Auditors in their
report to the Standalone Financial Statements for the Financial Year ended 31st March,
2023.
Secretarial Auditors
The Board of Directors of the Company had appointed Mrs. Sweety Kapoor, Practicing
Company Secretary to carry out secretarial audit for the financial year 2022-23 in terms
of the provisions of Section 204(1) of the Companies Act, 2013 and Rules made thereunder.
The Secretarial Audit Report for the Financial Year ended March 31, 2023 in the
prescribed Form MR-3 is provided in Annexure - 1 forming part of this report.
There is no qualification, reservation or adverse remark made by the Secretarial
Auditors in their Secretarial Audit Report for the Financial Year ended 31st March, 2023.
COST AUDITORS
The Company is not required to maintain Cost Records as per Companies (Cost Records and
Audit) Amendments Rules, 2014 for Financial Year 2022-2023.
REPORTING OF FRAUD BY AUDITORS
There were no instances of fraud during the year under review, which required the
Statutory Auditors to report to the Audit Committee and/or the Board under Section 143(12)
of the Companies Act, 2013 and the rules made thereunder.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
In accordance with the provisions of the Articles of Association of the Company read
with Section 152 of the CompaniesAct, 2013, Shri C.P. Sharma, Wholetime Director (DIN :
00258646), retires by rotation at the forthcoming Annual General Meeting and being
eligible, offers himself for re-appointment. Further, upon the recommendation of
Nomination and Remuneration Committee, the Board of Directors have recommended to the
shareholders for re-appointment of Mr. C.P. Sharma as the Wholetime Director whose tenure
expires on 14th June, 2023, by way of special resolution for another term of
three years i.e. from 15th June, 2023 to 14th June, 2026. He has
given his consent to be re-appointed and also
given declaration that he is eligible to be re-appointed. The Board recommends his
re-appointment to the members of the Company in the ensuing Annual General Meeting.
All Independent Directors have submitted their disclosures to the Board that they meet
the criteria as stipulated in Section 149(6) of the Companies Act, 2013 and in accordance
with Regulation 16(1)(b) of the SEBI (LODR) Regulations, 2015 which has been duly assessed
by the Board as part of performance evaluation of Independent Directors. The Independent
Directors are not liable to retire by rotation. In the opinion of the Board, the
Independent Directors are persons of integrity, possesses the requisite expertise and
experience and are independent of management. There has been no change in the
circumstances affecting their status as Independent Directors of the Company. All the
Independent Directors on the Board of the Company are registered with the Indian Institute
of Corporate Affairs, Manesar, Gurgaon as notified by the Central Government under Section
150(1) of the Companies Act, 2013. The Independent Directors have complied with the Code
for Independent Directors prescribed in Schedule IV to the Act and also Code of Conduct
for Directors and senior management personnel.
As stipulated by the Code of Independent Directors under the Companies Act, 2013, a
separate meeting of the Independent Directors of the Company was held on 25th
January, 2023 to review the performance of Non-Independent Directors and the Board as
whole. The Independent Directors also reviewed the quality, content and timeliness of the
flow of information between the Management and the Board and its Committees which is
necessary to effectively and reasonably perform and discharge their duties.
None of the Directors of the Company are disqualified pursuant to the provisions of
Section 164 of the Companies Act, 2013 or debarred or disqualified from being re-appointed
or continuing as Directors of the Company by SEBI or MCA or any other statutory
authorities.
Independent Directors have been familiarized with the nature of operations and business
module of the Company.
Pursuant to Section 203 of the Companies Act, 2013, the Key Managerial Personnel of the
Company are Shri C.P. Sharma, Wholetime Director, Shri A.K. Ruia, Chief Financial Officer
and Shri M. Kandoi, Company Secretary.
NUMBER OF BOARD MEETINGS HELD
During the financial year ended 31st March, 2023, four Board Meetings were held on 27th
April, 2022, 28th July, 2022, 4th November, 2022 & 27th January, 2023. The maximum
time gap between two consecutive meetings was less than 120 days as stipulated under
Section 173(1) of the Act, Regulation 17(2) of the Listing Regulations and Secretarial
Standards issued by Institute of Company Secretaries of India. The details of attendance
of the Directors at the Board Meetings held during the financial year 2022-2023 is as
under :
Name of the Director |
No. of meetings entitled to attend |
No. of meetings attended |
Shri Hemant Bangur |
4 |
4 |
Shri J.K. Surana |
4 |
4 |
Smt. Tara Purohit |
4 |
4 |
Shri C.P. Sharma |
4 |
4 |
COMMITTEES OF THE BOARD Audit Committee
The Board of Directors of the Company has constituted an Audit Committee of the Board
in terms of the requirements of Section 177 of the Companies Act, 2013 and Rules framed
thereunder. The Audit Committee comprises of two Independent Non-Executive Director and
one Wholetime Director namely Shri J.K. Surana, Smt. Tara Purohit & Shri C.P. Sharma.
The Committee met 4 (four) times during the year on 27th April, 2022, 28th
July, 2022, 4th November, 2022 & 27th January, 2023
respectively. The time gap between two meetings was within the time prescribed under
Companies Act, 2013. The attendance of the Members at the Audit Committee Meetings is as
under :
Name of the Director |
Status |
No. of meetings entitled to attend |
No. of meetings attended |
Shri J.K. Surana |
Chairman |
4 |
4 |
Smt. Tara Purohit |
Member |
4 |
4 |
Shri C.P. Sharma |
Member |
4 |
4 |
Nomination & Remuneration Committee
The Board of Directors of the Company has constituted a Nomination and Remuneration
Committee of the Board in terms of the requirements of Section 178 of the Companies Act,
2013 and Rules framed thereunder. The Nomination & Remuneration Committee comprises of
two Independent Non-Executive Directors and one Promoter Director namely Shri J.K. Surana,
Smt. Tara Purohit & Shri Hemant Bangur.
During the year under review, the Committee met twice on 30th September,
2022 and 27th January, 2023. The attendance of the Members at the Nomination
& Remuneration Committee Meetings is as under :
Name of the Director |
Status |
No. of meetings entitled to attend |
No. of meetings attended |
Shri J.K. Surana |
Chairman |
2 |
2 |
Smt. Tara Purohit |
Member |
2 |
2 |
Shri Hemant Bangur |
Member |
2 |
2 |
Stakeholders Relationship Committee
The Board of Directors of the Company has constituted a Stakeholders Relationship
Committee of the Board in terms of the requirements of Section 178 of the Companies Act,
2013 and Rules framed thereunder. The Stakeholders Relationship Committee comprises of one
Wholetime Director and two Independent Non-Executive Director namely, Shri C.P. Sharma,
Shri J.K. Surana & Smt. Tara Purohit.
During the year under review, the Committee met once on 24th March, 2023. The
attendance of the Members at the Stakeholders Relationship Committee Meetings is as under:
Name of the Director |
Status |
No. of meetings entitled to attend |
No. of meetings attended |
Shri C.P. Sharma |
Chairman |
1 |
1 |
Shri J.K. Surana |
Member |
1 |
1 |
Smt. Tara Purohit |
Member |
1 |
1 |
BOARD EVALUATION
Pursuant to the provisions of the Companies Act, 2013, and SEBI (LODR) Regulations,
2015 the Board of Directors have carried out the annual performance evaluation of its own
performance, Committees of the Board, individual Directors of the Company for the
Financial Year ended 31st March, 2023. The performance of the Board was
evaluated by the Board based on the criteria such as the Board composition and structure,
effectiveness of Board process, information and functioning etc. The performance of the
Committees was evaluated by the Board based on the criteria such as composition of the
Committees, effectiveness of the Committee Meetings etc.
The Board of Directors expressed their satisfaction with the evaluation process.
Performance Evaluation of Independent Directors were done by the entire Board excluding
the Independent Director being evaluated.
NOMINATION AND REMUNERATION POLICY
The Board has on the recommendation of the Nomination & Remuneration Policy adopted
the Remuneration Policy which inter-alia includes policy for selection and appointment of
Directors, Key Managerial Personnel, Senior Management personnel and their remuneration.
The Board has an appropriate mix of knowledge, wisdom and varied industry experience to
guide the Company in achieving its objectives in a sustainable manner.
As on 31st March, 2023, the Board consists of 4 members, of which, three are
Non-Executive Directors (NED) and one Wholetime Director (WTD). The Board has two
Independent Directors including one Woman Director, One Promoter Non-Executive Director
and One Executive Director. The need for change in its composition and size are evaluated
periodically. The Company pays remuneration to non-executive directors by way of sitting
fees. The remuneration paid to the Directors and KMP is as per the terms laid out in the
Nomination and Remuneration Policy of the Company which is available at the website of the
Company i.e. https://www.cochinmalabar.in/nr policy.pdf
Category |
Name of Directors |
Promoter Director
Non-Executive Director |
Shri Hemant Bangur |
Independent Non-Executive Woman Director |
Smt. Tara Purohit |
Independent Non-Executive Director |
Shri J.K. Surana |
Executive Director
Wholetime Director |
Shri C.P. Sharma |
DIRECTORS RESPONSIBILITY STATEMENT
In terms of provisions of Section 134(3)(c) of the Companies Act, 2013 your Directors
confirm that:
i) in the preparation of the annual accounts, the applicable Accounting Standards have
been followed and there has been no material departures;
ii) the selected Accounting Policies were applied consistently and the Directors 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, 2023 and of the losses
of the Company for the year ended on that date;
iii) 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;
iv) the annual accounts have been prepared on a going concern basis;
v) the internal financial controls have been laid down and such internal financial
controls are adequate and are operating effectively; and
vi) the Company has adequate internal systems to ensure compliance with the provisions
of all applicable laws and that such systems are adequate and operating effectively.
WHISTLE BLOWER POLICY / VIGIL MECHANISM
The Company has adopted a Whistle Blower Policy and has established the necessary
mechanism to report concerns about unethical behavior or suspected fraud in violation of
Companys Code of Conduct or any other point of concern. The policy has been disclosed on
the website of the Company and the weblink for the same is http://cochinmalabar.in/
whistle blower.pdf
POLICY ON PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE
The Board of Directors of the Company has laid down a policy on prevention of sexual
harassment at the workplace. Your Company provides a safe and healthy work environment.
During the financial year 2022-23, the Company has not received any complaints on
sexual harassment and no complaints are remaining pending as on March 31, 2023.
RISK MANAGEMENT
The Board periodically reviews the risks and suggests steps to be taken to control and
mitigate the same through a properly defined frame work.
ADEQUACY OF INTERNAL FINANICAL CONTROL SYSTEM
For ensuring methodical and efficient conduct of its business, the Board has adopted
policies and procedures. Thus, it ensures safeguarding of assets and resources of the
Company, prevention and detention of frauds and errors, accuracy and completeness of the
accounting records and timely preparation of financial disclosures.
Your Board is of the opinion that the Internal Financial Control affecting the
financial statement of your Company are adequate and operating efficiently.
The Internal Audit of the Company is conducted by a Practicing Company Secretary. The
findings of the Internal Audit and the Action Taken Report on the Internal Audit are
placed before the Audit Committee which reviews the audit findings, steps taken and the
adequacy of Internal Control System.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
The Company does not fall under the criteria of section 135 of the Companies Act, 2013
read with Companies (Corporate Social Responsibility) Rules, 2014.
COMPLIANCE WITH SECRETARIAL STANDARDS
During the year under review, the Company has duly complied with the applicable
provisions of the Secretarial Standards issued by The Institute of Company Secretaries of
India (ICSI).
MANAGEMENT DISCUSSION AND ANALYSIS REPORT for the year under review in terms of
Regulation 34(2)(e) read with Schedule V of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 with the Stock Exchange in India :-
Economic Review, Industry Structure & Development
The year saw geopolitical uncertainty with the prolonged Russia-Ukraine conflict and
economic challenges leading to disruptions in the global supply chain and elevated
inflation with increase in commodity and energy prices. This prompted central banks to
aggressively tighten their monetary policy, which further impacted economic activity.
Opportunities, Threats and Outlook
Geopolitical uncertainties continue unabated, a legacy of the last year, and theres
wide consensus among economists now that the global economy is on the verge of entering a
phase of severe slowdown. It is unlikely that India will remain insulated from these
developments. But here is a bit of good news as far as Indias economy goes?there are
enough reasons to be optimistic about Indias economic outlook in 2023. In particular,
healthy domestic drivers will likely help the country post reasonably strong growth this
year.
Operational Review
The Company is developing its land assets in Goa.
Internal Control Systems and their adequacy
A separate paragraph on Internal Control System and their adequacy, risk management and
discussion of financial performance has been provided in this report.
Key Financial Ratios
• During Financial Year 2022-23, there was no significant change in Current Ratio
compared to that of previous year.
• In view of no turnover and the losses incurred by the Company for the year ended
31st March, 2023 and 31st March, 2022, Debtors Turnover, Inventory
Turnover, Interest Coverage Ratio, Operating Profit Margin and Net Profit Margin is not
calculated.
• Since the Networth of the Company is negative, Debt Equity Ratio and Return on
Networth is not calculated.
CORPORATE GOVERNANCE
The Company is having a Paid-up equity share capital not exceeding 10 crore
and Networth not exceeding 25 crore and hence as per SEBI (LODR) Regulations, 2015,
corporate governance requirements provided under Regulations 17 to 27 and clauses (b) to
(i) of sub-regulation (2) of Regulation 46 and Para C, D and E of Schedule V of the
Listing Regulations are not applicable to your Company.
STATEMENT PURSUANT TO SECTION 197(2) OF COMPANIES ACT,2013 READ WITH RULE 5(2) OF THE
COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014
None of the employees of the Company fall within the purview of the information
required under Section 197 read with Rule 5(2) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 during the Financial Year.
DISCLOSURE PERTAINING TO REMUNERATION AND OTHER DETAILS AS REQUIRED UNDER SECTION
197(12) OF THE COMPANIES ACT, 2013 READ WITH RULE 5(1) OF THE COMPANIES (APPOINTMENT AND
REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014 ARE GIVEN BELOW
(i) The ratio of the remuneration of each Director to the median remuneration of the
employees of the Company for the financial year alongwith the percentage increase in
remuneration of each Director and Key Managerial Personnel (KMP) during the financial
year:
Sl. No. Name of Director and KMP |
Designation |
Ratio of remuneration of each Director/KMP to the median remuneration
of employees |
% increase in remuneration in the Financial Year 2022-2023 |
1. Mr. C.P. Sharma |
Wholetime Director |
1.00 |
- |
2. Mr. A.K. Ruia |
Chief Financial Officer |
0.50 |
- |
3. Mr. M. Kandoi |
Company Secretary |
3.75 |
50% |
The Independent Directors & Non-Executive Directors of the Company are entitled to
sitting fee as per statutory provisions of the Companies Act, 2013, details of which has
been provided in the Board Report. The ratio of remuneration and percentage increase for
the same is, therefore, not considered for the purpose above.
(ii) The percentage increase in the median remuneration of employees in the Financial
year 2022-23 : 31.25%.
(iii) Number of permanent employees on the roll of the Company as on 31st
March, 2023 : 3.
(iv) Average percentile increase already made in the salaries of employees other than
the managerial personnel in the last financial year and its comparison with the percentile
increase in the managerial remuneration and justification thereof and part out if there
are any exceptional circumstances for increase in the managerial remuneration : NIL.
(v) Affirmation that remuneration is as per remuneration policy of the Company : Yes.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
Your Company did not have any manufacturing activity during the Financial Year ended 31st
March, 2023 and as such
information in accordance with the provisions of clause (m) of Sub-section (3) of
Section 134 of the Companies Act,
2013, read with Rule 8(3) of the Companies (Accounts) Rules, 2014 are not attached.
The Company does not have any Foreign Exchange inflow & outgo during the year.
OTHER DISCLOSURES
i) There were no material changes and commitments affecting the financial position of
the Company occurring between 31st March, 2023 and the date of this Report.
ii) There is no change in the nature of business of the Company.
iii) There were no significant and material orders passed by regulator or courts or
tribunals impacting the going concern status and Companys operation in future.
iv) There were no instances of one time settlement with any Bank or Financial
Institution.
v) There is no proceeding pending under the Insolvency and Bankruptcy Code, 2016 and as
on date of this report, there was no application made and proceedings initiated / under
the Insolvency and Bankruptcy Code, 2016.
ACKNOWLEDGEMENT
Your Directors take this opportunity to express their appreciation for assistance and
cooperation received from the commercial banks and other authorities.
On behalf of the Board
Place: Kolkata |
(C.P. Sharma) |
(Hemant Bangur) |
Date: 12th May, 2023 |
Wholetime Director |
Director |
+91-9892691696
