Rubber Products Ltd Directors Report.

To, The Members

The Rubber Products Limited

Your Directors presenting their 53rd Annual Report on the business and operations of the Company and statement of accounts for the year ended March 31, 2019.

Financial Summary/Highlights:

During the financial year, the performance of the Company is as under:

(Amounts in Rupees)

Particulars 2018-19 2017-18
Total Income - 54,00,399
Less: Expenses - (73,316,716)
Profit/ (Loss) before exceptional and extraordinary - (67,916,317)
items and tax
Exceptional items - -
Profit/(Loss) before extraordinary items and tax - (67,916,317)
Profit before tax - (67,916,317)
Current Tax - -
Deferred Tax - (9,07,516)
Total Profit (Loss) After Taxation - (67,008,801)

Overview of Companys Financial Performance:

Due to Corporate Insolvency Resolution Process, there is no Income in the Company from Sales and Services as against Rs. 54,00,399/- in the previous year and there is no Profit and loss in the current financial year and net loss of Rs. 67,008,801/- in the previous financial year.

Transfer to reserves:

During the financial year, the Company did not transfer any amount to reserve.

Dividend:

Your Directors did not recommend any dividend on the equity shares for the year ended March 31, 2019.

Change in the nature of business:

There was no change in the nature of business of the Company during the financial year.

Public Deposits:

During the financial year 2018-19, your Company has not accepted any deposit within the meaning of Sections 73 and 74 of the Companies Act, 2013 read together with the Companies (Acceptance of Deposits) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force).

Subsidiaries, Associate and Joint venture Companies:

As on March 31, 2019, according to Companies Act, 2013 and rules made there under the Company does not have any Subsidiary Company, Associate Company and Joint Venture Company. Considering this, ‘Form AOC 1 is not applicable.

Directors and Key Managerial Personnel:

During the financial year 2018-2019, Resolution Plan submitted by Mr. Jagmeet Singh Sabharwal, Mrs. Sheetal Jagmeet Singh Sabharwal and M/s. Max Spare Limited (‘Resolution Applicants) was approved by the Committee of Creditors of Corporate Debtor i.e. the Rubber Products Limited with 100% votes on September 1, 2018 and later on by the National Company Law Tribunal, Mumbai Bench (‘NCLT) vide its order dated February 19, 2019.

Pursuant to NCLT directions given in its order and applicable provisions of the Companies Act, 2013 and rules made thereunder read with the applicable provisions of Insolvency and Bankcruptcy Code, 2016 (including any statutory modification (s) or re-enactment thereof for the time being in force), following changes occurred in the composition of Board of Directors & KMP of the Company.

Name of Directors / KMP Appointment / Cessation Date of Events
Mr. Jagmeet Singh Sabharwal Appointment as an Additional Executive Director. 22/02/2019
Mr. Akshay Veliyil Appointment as an Additional Non- Executive Director 22/02/2019
Ms. Sonal Singh Appointment as an Additional Independent Director (Woman Director) 22/02/2019
Mr. Sarbjit Singh Chaudhary Appointment as Independent Director 22/02/2019
Mr. Kalpesh Shah Appointment as Chief Financial Officer 22/02/2019
Ms. Sucharita Ramcrishna Hegde Ceased/Suspended from the position of Director 22/02/2019
Mr. Farrokh Sorab Broacha Ceased/Suspended from the position of Director 22/02/2019
Mr. Laxman Sheena Shetty Ceased/Suspended from the position of Director 22/02/2019
Mr. Ashok Shetty Mullad Ceased/Suspended from the position of Director 22/02/2019

Declaration by Independent Directors:

The Company has received necessary declaration from each Independent Director under Section 149 (7) of the Companies Act, 2013 that he meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and regulation 16(1)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015). The Independent Directors have also confirmed that they have complied with the Companys code of conduct.

Significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and companys operations in future:

No significant and material order is passed by any regulator or court or tribunal which would impact going concern status and Companys operation of the Company in future. However, National Company Law Tribunal, Mumbai Bench has passed an order dated February 19, 2019 for approval of resolution plan of the Corporate Debtor i.e. The Rubber Products Limited under Corporate Insolvency Resolution Process submitted by submitted by Mr. Jagmeet Singh Sabharwal, Ms. Sheetal Jagmeet Singh Sabharwal and M/s. Max Spare Ltd.

Adequacy of Internal Financial Control:

Subject to the matters described by Statutory Auditor in their report on the financial statements of the Company, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively.

Committees of the Board:

SEBI (Listing Obligations and Disclosure Requirements) 2015 (‘Listing Regulations) prescribed various committees with the aim of bringing basic framework governing the regime of listed entities in line with the Companies Act, 2013 and compiling all the mandates of SEBI regulations / circulars governing equity. Considering this, committees formed as required under Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) 2015 are as follows.

Audit Committee

Nomination and Remuneration Committee Stakeholders Relationship Committee

During the financial year 2018-19, the Company was under Corporate Insolvency Resolution Process (‘CIRP), hence, the provisions as specified in listing regulations for the aforesaid committees was not applicable. However, whenever required, the roles and responsibilities of the aforesaid committees has been fulfilled by the resolution professional.

Establishment of Vigil Mechanism:

The Company has established a vigil mechanism and overseas through the Committee, the genuine concerns expressed by the employees and other Directors. The Company has also provided adequate safeguards against victimization of employees and Directors who express their concerns.

Particulars of remuneration to employees:

Pursuant to initiation Corporate Insolvency Resolution Process (‘CIRP), the Company has not paid remuneration to its Director and employees during the year. Hence, requisites disclosures as required under Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are not furnished.

Particulars of contracts or arrangements made with related parties:

The Company has not entered into any transactions/contracts/arrangements referred to in Section 188 (1) of Companies Act, 2013 with related party(ies) as defined under the provisions of Section 2(76) of the Companies Act, 2013. Hence, a particular of related party contracts or arrangements in ‘Form AOC 2 is not applicable.

Extract of Annual Return:

In accordance with Section 134(3) (a) of the Companies Act, 2013 read with Companies (Management and Administration) Rule, 2014, every company is required to attach an extract of annual return in form MGT-9 to companys board report. An extract of the Annual return in the prescribed format is annexed herewith as ‘Annexure A to the Boards report.

Explanations by the Board on qualification, reservation or adverse remark or disclaimer made by the Statutory Auditor:

Auditors in their report

There is no qualification or adverse remark or disclaimer made by the auditor in his report on the financial statement of the Company for the financial year ended on 31st March, 2019.

Secretarial Auditor:

Provisions of Section 204 read with Section 134(3) of the Companies Act, 2013, mandates to obtain Secretarial Audit Report from Practicing Company Secretary. The Board of Directors have appointed M/s AVS & Associates, Practicing Company Secretary, as a Secretarial Auditor for the financial year 2018-2019.

Secretarial Audit Report issued by M/s. AVS & Associates, Practicing Company Secretaries in Form MR-3 for the financial year 2018-19 forms part to this report as ‘Annexure B. Qualification or adverse remark or disclaimer made by the auditor in his report and reply of the management on the same is provided in ‘Annexure-I

Employees Stock Option Scheme (ESOS), Sweat Equity & Shares having differential voting rights:

Your Company has not issued any shares to the employees of the Company under the Employee Stock Option Scheme, Sweat Equity and with differential voting rights in the previous financial year.

Management Discussion and Analysis:

The Management Discussion and Analysis forms part of the Directors Report is annexed herewith as ‘Annexure C.

Corporate Governance Report:

Pursuant to sub-regulation 2 of regulation 15 of Chapter IV of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a report on corporate governance under para C of Schedule V of Annual Report is not applicable to the Company. Hence, Report of the Company on Corporate Governance and its related certificates/confirmations has not been furnished.

Number of Meetings of the Board:

During the financial year 2018-19, the Company was under Corporate Insolvency Resolution Process (‘CIRP), hence, the provisions as specified in listing regulations and Companies Act, 2013 with respected to the Board of Directors and their meetings has been fulfilled by the resolution professional whenever required.

Directors Responsibility Statement:

Pursuant to the requirement of Section 134(3) (c) of the Companies Act 2013, with respect to the Directors Responsibility Statement, it is hereby confirmed:

a) that in the preparation of the accounts for the financial year ended on 31st March, 2019, the applicable accounting standards have been followed along with proper explanation relating to material departures,

b) that the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2019 and of the profit/loss of the Company for the year ended on that date;

c) that the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) that the Directors had prepared the accounts for the financial year ended on 31st March, 2019 on a ‘going concern basis. e) that Directors had laid down adequate financial controls and that the financial controls were adequate and were operating effectively.

f) that Directors had devised systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively up to the some extent.

Policy on Directors appointment and remuneration:

The Company has the Nomination and Remuneration Policy in accordance with the provisions of Companies Act, 2013 read with the rules made there under and SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015. However, due to initiation Corporate Insolvency Resolution Process (‘CIRP) the same has been not reviewed by the Company.

Particulars of loans, guarantees or investments under Section 186:

During the financial year 2018-2019, there are no such transactions transacted by the Company and hence particulars of details of loans, guarantee, security or investments covered under Section 186 of the Companies Act, 2013 are not required to be furnished.

Corporate Social Responsibility:

The Company is not falling in any criteria as mentioned in Section 135 of the Act read with Companies (Corporate Social Responsibility Policy) Rules, 2014, the Act. Hence, provision of CSR is not applicable to the Company.

Fraud:

During the year, Statutory Auditor of the Company has not reported any fraud as specified under the second proviso of Section 143 (12) of the Companies Act, 2013 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force).

Disclosure under Sexual Harassment Act:

During the year, there were no complaints filed against any of the employees of the Company under this Act.

Material changes and commitments affecting financial position between the end of the financial year and date of report:

There are no material changes and commitments occurred which affect the financial position of the Company between the end of the financial year and date of report except National Company Law Appellate Tribunal passed its order dated June 11, 2019 and granted some relief to the resolution applicants by way of redistribution of amount payable to the stakeholders provided in the original resolution plan as approved by the Committee of Creditors of Corporate Debtor i.e. the Rubber Products Limited with 100% votes on September 1, 2018 and later on by the National Company Law Tribunal, Mumbai Bench (‘NCLT) vide its order dated February 19, 2019.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings & Outgo:

A. Conservation of Energy Technology Absorption: Steps taken or impact on conservation of energy:

Considering the Corporate Insolvency Resolution Process (‘CIRP), the Company has not taken any material steps on conservation of energy during the year.

The steps taken by the Company for utilizing alternate sources of energy:

During the Financial Year, the Company has not taken any steps for utilizing alternate sources of energy.

Capital investment on energy conservation equipments:

During the Financial Year, the Company has not made any new investments in the energy conservation equipments which is Capital in nature.

B. Technology Absorption:

During the reporting year no technology absorption was done by the Company.

C. Foreign exchange earnings and outgo:

During the financial year there was no foreign exchange earnings and outgo in the Company.

Risk Management and Compliance Framework:

During the year, all the risk related to compliance and activity in relation to Corporate Insolvency Resolution Process has been managed by Resolution Professional.

Cost Records:

During the financial year, the Company is not required to maintain cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013.

Secretarial Standards Compliance:

During the financial year 2018-19, the Company was under Corporate Insolvency Resolution Process (‘CIRP), hence, the provisions as specified in secretarial standards are complied by the resolution professional to the extent it is applicable.

Board Evaluation:

Pursuant to initiation Corporate Insolvency Resolution Process (‘CIRP), all the powers, roles and responsibilities of the Board, Committee and Directors has been refrained to the resolution professional. Hence, requirement of evaluation of board, committee and Directors are not applicable.

Acknowledgment:

Your Directors would like to express their grateful appreciation to all stakeholders of the Company.

On behalf of the Board of Directors
The Rubber Products Limited
SD/- SD/-
Jagmeet Singh Sabharwal Akshay Ashokan Veliyil
Director Director
DIN: 00270607 DIN: 07826136
Add: C/o: Plot-C 44, Road No.28, Add: C/o: Plot-C 44, Road No.28,
Wagle Industrial Estate, Wagle Industrial Estate,
Thane - 400604 Thane - 400604
Date: 29/08/2019
Place: Thane, Mumbai