Dear Shareholders,
The Directors take pleasure in presenting the Thirty Second Annual Report together with
the audited financial statements for the year ended March 31, 2017.
The performance of the Company for the year ended 31st March 2017 is
summarized below:
Rs. In Lakhs
| Particulars |
2016 - 2017 |
2015 - 2016 |
| Revenue from operations and Other Income |
1066.60 |
8152.79 |
| Profit/(Loss) before Interest, Depreciation and Tax |
(2436.80) |
(2620.43) |
| Interest & Finance Charges |
77.85 |
1582.87 |
| Depreciation |
906.68 |
1289.55 |
| Provision for Tax |
- |
377.76 |
| Deferred Tax |
(59.51) |
1441.51 |
| Net Profit/(Loss) for the year |
(3361.83) |
(7,312.24) |
Revenue from operations and other income for the year under review was reduced to
Rsl066.60 lacs as compared to the previous year Rs. 8152.79 lacs due to non- operations of
the factory from July 2015 till the end of the financial year and the loss before tax was
Rs. (3361.83) lacs and for previous year (7,312.24) lacs.
The Company had made an application with Board of Industrial and Financial
Reconstruction (BIFR) and the said reference has been registered by the Board as Case
No.125/2016. However, BIFR shall stand dissolved, consequent to the notification issued by
Ministry of Finance, vide no. S.O. 3568(E) dated 25th November 2016.
As per the notification issued by Ministry of Corporate Affairs vide no. S.O. 3594(E)
dated 30th November 2016, Insolvency and Bankruptcy Code (IBC), 2016 came into effect from
1st December 2016, and all the reference made or inquiry pending to or before BIFR shall
stand abated and the Companies are necessitated to make an application with National
Company Law Tribunal.
The board of directors of the Company as per the aforesaid notification approved to
make a fresh application before the National Company Law Tribunal, Chennai as required
under Section 10 of Insolvency and Bankruptcy Code, 2016.
Management Discussion and Analysis Report
A detailed review of the operations, performance and outlook of the company and its
business is given in the Management Discussion and Analysis Report, which forms a part of
this report.
Depository System
Your Companys Equity Shares are available in dematerialized form through National
Securities Depository Limited (NSDL) and Central Depository Services (India) Ltd.
(CDSL). As at 31st March 2017, 99.91% of the Equity Shares of the Company
were held in demat form.
Dividend
Your Directors have not recommended dividend in view of the losses incurred by the
company during the year.
Deposits
The Company has not accepted any deposits either from the shareholders or public within
the meaning of The Companies (Acceptance of Deposits) Rules, 2014.
Disclosures under the Companies Act 2013
i) Extract of Annual Retum:-
The extract of the Annual Return in the form MGT - 9 as required under Section 92 (3)
and 134 (3) of the Act is attached to this Report as Annexure - A.
ii) Number of Board Meetings
The Board of Directors met 5 (Five) times in the year 2016-17. The details of the board
meetings and the attendance of the Directors are provided in the Corporate Governance
Report.
iii) Change in Share Capital
During the year under review, there is no change in the Share Capital of the Company.
iv) Composition of Audit Committee
The Board has constituted the Audit Committee which comprises of Mr. K.U. Sivadas as
the Chairman and Ms. J Kotteswari and Mr. Aravind Subramaniam as the members. More details
on the committee are given in the Corporate Governance Report.
v) Related Part Transactions
All the related party transactions are entered on arms length basis and are in
compliance with the applicable provisions of the Act and the SEBILODR. There are no
materially significant Related Party transactions made by the Company with Promoters,
Directors or Key Management Personnel etc. which may have potential conflict with the
interest of the company at large
All Related Party Transactions are presented to the Audit Committee and the Board. A
statement of all related party transactions is presented before the Audit Committee
specifying the nature, value and terms and conditions of the transactions.
The Related Party Transactions Policy as approved by the Board is uploaded on the
Companys website at the Web Link: http://www.ennorecoke.com/ investors/ Policy on Related
Party transactions.
Disclosure of particulars of contracts/arrangements entered into by the company with
related parties referred to in sub-section (1) of section 188 is enclosed as Annexure - B
in Form AOC-2.
Material Changes and Commitments affecting the Financial Position of the Company which
have occurred between March 31,2017 and May 22,2017 (date of the report)
There were no material changes and commitments affecting the financial position of the
Company between the end of the financial year (March 31, 2017) and the date of the Report
(May 22, 2017).
Conservation Of Energy, Technology Absorption, Foreign Exchange Earnings And Outgo
The information pertaining to conservation of energy, technology absorption, Foreign
exchange Earnings and outgo as required under Section 134 (3)(m) of the Companies Act,
2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is furnished in Annexure
- C and is attached to this report.
Internal Control System
The Company has in place an adequate system of internal controls commensurate with its
size, requirements and the nature of operations. These systems are designed, keeping in
view the nature of activities carried out at each location and the various business
operations. The company has documented a robust and comprehensive internal control system
for all the major processes to ensure reliability of financial reporting, timely feedback
on achievement of operational and strategic goals, compliance with policies, procedures,
laws and regulations, safeguarding of assets and economical and efficient use of
resources. The formalised systems of control facilitate effective compliance as per SEBI
(Listing Obligations and Disclosure Requirements) Regulations 2015. The Company also has
well documented Standard Operating Procedures (SOPs) for various processes which is
periodically reviewed for changes warranted due to business needs.
The Internal Auditor monitors and evaluates the efficacy and adequacy of internal
controls system in the Company, its compliance with operating systems, accounting
procedures and policies at all locations of the Company and its subsidiaries. Based on the
report of internal audit, process owners undertake corrective action in their respective
areas and thereby strengthen the controls. The Audit Committee also met the Companys
Statutory Auditors to ascertain their views on the financial statements, including the
financial reporting system, compliance to accounting policies and procedures, the adequacy
and effectiveness of the internal controls and systems followed by the Company.
Vigil Mechanism/Whistle Blower Policy
Pursuant to Section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies
(Meeting of Board and its Powers) Rule 2014 and SEBI (Listing Obligations and Disclosure
Requirements) Regulations 2015, the Board of Directors had approved the Policy on Vigil
Mechanism/Whistle Blower and the same was hosted on the website of the Company. The Policy
inter-alia provides Whistle Blower, a direct access to the Chairman of the Audit
Committee.
Your Company hereby affirms that no Director/employee has been denied access to the
Chairman of the Audit Committee and that no complaints were received during the year.
The Whistle Blower Policy as approved by the Board is uploaded on the Companys website
at the Web Link:
http://www.ennorecoke.com/Investors/Corporate Governance/Whistle Blower Policy.
Corporate Social Responsibility (CSR):
In terms of Section 135 and Schedule VII of the Companies Act, 2013, the Board of
Directors of your Company have constituted a CSR Committee. The Committee comprises of all
Independent Directors. Since the average net profits of the company made during the three
immediately preceding financial years was negative, the Company was not required to spend
any money on CSR activities during the previous year.
Directors and Key Managerial Personnel
1. Cessation
There were no cessation during the financial year 2016-17
2. Appointment
There were no appointments made during the financial year 2016-17
3. Retirement by Rotation
In accordance with the provisions of Section 152(6) and Article 121 of the Articles of
Association of the Company Ms. J Kotteswari (DIN No. 02155868) will retire by rotation at
the ensuing Annual General Meeting of the company and being eligible, offer herself for
re-appointment. The Board recommends her re-appointment.
4. Appointment of Independent Directors
There were no appointment of Independent Directors during the Financial Year 2016-17.
5. Key Managerial Person
During the year under review, the Board appointed Mr. G Srinivasa Ramanujan - Company
Secretary as the Whole-time Key Managerial Personnel of the Company under Section 203 of
the Companies Act, 2013.
Evaluation of the Boards Performance
In compliance with the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure
Requirements) Regulations 2015, the performance evaluation of the Board was carried out
during the year under review. More details on the same is given in the Corporate
Governance Report.
Remuneration Policy
The Remuneration Policy of the Company comprising the appointment and remuneration of
the Directors, Key Managerial Personnel and Senior Executives of the Company including
criteria for determining qualifications, positive attributes, independence of a director
and other related matters has been provided in the Corporate Governance Report.
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.
(i) in the preparation of the annual accounts for the year ended 31st March
2017, the applicable accounting standards have been followed along with proper explanation
relating to material departures if any;
(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 as at 31st March 2017 and
Profit and Loss and cash flow of the Company for the year ended on that date;
(iii) the Directors have taken proper and sufficient care 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; and
(iv) the Directors have prepared the annual accounts of the Company on a going
concern basis.
(v) the Directors, had laid down internal financial controls to be followed by the
company and that such internal financial controls are adequate and were operating
effectively; and
(vi) the Directors had devised proper systems to ensure compliance with the provisions
of all applicable laws and that such systems were adequate and operating effectively.
Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013
The Company is committed to provide equal opportunities at all levels, safe and healthy
workplaces and protecting human health and environment. The Company provides opportunities
to all its employees to improve their skills and capabilities. Your Company is an equal
opportunity employer and does not discriminate on the grounds of race, religion,
nationality, ethnic origin, color, gender, age, citizenship, sexual orientation, marital
status or any disability not affecting the functional requirements of the position held.
The Company has also framed a policy on "Prevention of Sexual Harassment at
workplace. There were no cases reported during the financial year under review under the
said policy
Auditors
a) Statutory Auditors
M/s. K Rajagopal & Associates, (Registration No. 016198S) Chartered Accountants,
Chennai, Statutory Auditors of the Company had been appointed as Statutory Auditors of the
Company as per Section 139 of the Companies Act, 2013 for a period of 5 years from the
conclusion of 31st Annual General Meeting till the conclusion of 36th
Annual General Meeting, by the members at the Annual General Meeting held on September 28,
2016.
As per Section 139(1) of the Companies Act, 2013 the company shall place such
appointment of the Statutory Auditors for ratification by members at ensuing Annual
General Meeting.
Members attention is invited to the observation made by the Auditors under
"Emphasis of Matter" appearing in the Auditors Reports.
b) Internal Audit
Since the Plant was not in operations for the past 1 year, no Internal Audit was
conducted during the financial year under review.
c) Secretarial Audit
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 Ms. B. Chandra, Company Secretary in Practice to undertake the Secretarial Audit
of the Company. The Report of the Secretarial Audit Report is annexed herewith as
"Annexure D "
Corporate Governance
Corporate Governance is based on some fundamental and basic principles such as
conducting the business with integrity and fairness, ensuring transparency in all the
transactions, making all relevant disclosures as per the various Regulations in force and
complying with all the laws of the land, ensuring accountability and responsibility in all
dealings with the various stakeholders and commitment for conducting the business in an
ethical and transparent manner.
Your Company is committed to achieving and maintaining these high standards of
Corporate Governance and places high emphasis on business ethics. The Report on Corporate
Governance as stipulated under SEBI (Listing Obligations and Disclosure Requirements)
Regulations 2015 forms part of the Annual Report.
The Company has laid down a well- defined Code of Conduct, which fairly addresses the
issues of integrity, conflict of interest and confidentiality and stresses the need of
ethical conduct, which is the basis of good governance. This Code of Conduct is applicable
to all the members of the Board and the Senior Management Personnel. The declaration
regarding compliance with Ennore Coke Limited - Code of Conduct and Ethics for all Board
Members and Senior Management Personnel of the Company forms part of the Report on
Corporate Governance.
The Company is complying with all the norms laid down by the Regulatory Authorities in
all its functional areas. The Company Secretary is also the Compliance Officer under SEBI
(Listing Obligations and Disclosure Requirements) Regulations 2015 entered into with the
Stock Exchanges, to comply with various guidelines of Securities and Exchange Board of
India and Stock Exchanges.
The Company is promptly submitting a "Quarterly Compliance Report on Corporate
Governance" as per SEBI (Listing Obligations and Disclosure Requirements) Regulations
2015 with the Stock Exchanges.
As part of the good Corporate Governance, the Company ensures that all Investor
Grievances are attended to and resolved in a timely manner as per the records maintained
by our Registrar and Transfer Agent.
The certificate from the Statutory Auditors, M/s Sreedhar, Suresh & Rajagopalan,
confirming compliance with the conditions of Corporate Governance as stipulated under SEBI
(Listing Obligations and Disclosure Requirements) Regulations 2015 is reproduced in a
separate section elsewhere in the Annual Report.
Insider Trading
In compliance with the SEBI (Prohibition of Insider Trading) Regulations, 1992, as
amended, your Company has instituted a comprehensive Code titled as "Ennore Coke
Limited - Code of Conduct" which lays down guidelines and advises the Directors and
Employees of the Company on procedures to be followed and disclosures to be made while
dealing in securities of the Company.
Particulars of Employees
None of the employees of the Company was in receipt of remuneration in excess of the
limits prescribed under the 2013 Act and the rules framed thereunder. The information
required pursuant to Section 197 of the 2013 Act read with Rule 5 of The Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees
of the Company. Details pursuant to the provisions of Section 197(12) of the Companies
Act, 2013 is annexed herewith as "Annexure - E
Audit Report and Explanation under Section 134 (3) (f) of the Companies Act, 2013
The Auditors Report is self-explanatory and does not require any further comments
except that:
Reply to the Statutory Auditors Qualification:
With regard to non provision of interest due to banks, the management wishes to state
that the Banks have not charged any interest in the Term Loan and the working capital
outstanding pending regularisation of irregularities in the working capital limits. Hence
the company has also not provided any interest and finance charges for the said period.The
interst and finance charges will be accounted as and when the Banks debit the same.
Point (a) of "Emphasis of Matter" in Auditors Report:
Regarding preparation of the financial statements on a Going Concern basis, the
management is working with all stakeholders including bankers /BIFR on a
rehabilitation/restructuring proposal for continuing the operations of the Company.
Point (b) of "Emphasis of Matter" in Auditors Report:
Regarding non availability of confirmation of balances, the management is in the
process of obtaining the confirmation from the parties and the management is confident of
realising/setding the amounts.
Point (c) of "Emphasis of Matter" in Auditors Report:
Regarding the inter adjustment of trade receivables and Trade payables with a fellow
subsidiary, the Management informed that the transaction is based on mutual agreement
between the parties concerned and balance confirmation from the respective parties is also
available.
Point (d) of "Emphasis of Matter" in Auditors Report:
Regarding VAT Payment, the company has filed a case which is subjudice and the amount
paid is expected to be refunded.
Point (e) of "Emphasis of Matter" in Auditors Report:
Regarding adjustment of Input Credit - Excise duty, the management is confident of the
full recovery /adjustment in the ensuing years.
Point (f) of "Emphasis of Matter" in Auditors Report:
Regarding non movement in trade receivable, the management is confident of realsing the
amount.
Point (g) of "Emphasis of Matter" in Auditors Report:
Regarding non movement in loans & advances including a related party, the
management is confident of realizing the amounts.
Point (h) of "Emphasis of Matter" in Auditors Report:
With regard to non provision of impairment on CWIP, the management is of the opinion
that CWIP amount will get capitalised once the operations resumes. Hence no provision for
impairment of the CWIP is considered necessary.
Reply to the Statutory Auditors Qualification:
Point (1&2)
The Company will ensure compliances under the Companies Act, 2013 & SEBI (LODR)
Regulations 2015.
Acknowledgements
Your Directors wish to express their appreciation for the assistance, support and
cooperation extended by the Banks, Financial Institutions, Government Authorities,
Customers, Suppliers and all Members during the year under review. Your Directors also
wish to place on record their appreciation for the committed services by all employees of
the Company.
|
For and on behalf of the Board |
|
|
J Kotteswari |
K.U. Sivadas |
| Place: Chennai |
Director |
Director |
| Date: 22.05.2017 |
(DIN 02155868) |
(DIN 00498594) |
+91-9892691696
