Senbo Industries Ltd Directors Report.

Dear Shareholders,

Your Directors have pleasure to present the Twenty Fifth Annual Report together with the Audited Statement of Accounts of Senbo Industries Limited for the year ended March 31, 2019

Financial Performance

The summarized financial results of your Company for the year are given in the table below.

Particulars 2018-19 2017-2018
(Rs.) (Rs.)
Profit / (Loss) before Finance Charges, Depreciation (41,41,138) (8,54,246)
Depreciation and Amortization 14,69,863 14,93,268
Finance Charges 7,36,429 6,015
Profit / (Loss) before exceptional items (98,39,225) (19,63,243)
Tax Expenses of earlier year - 3,84,271
Profit / (Loss) from Continuing operation (98,39,225) (23,47,514)
Profit / (Loss) for the period (98,39,225) (23,47,514)
Accumulated (Loss) brought forward (37,71,23,839) (37,47,76,325)
(Loss) carried forward to Balance Sheet (38,69,63,064) (37,71,23,839)

Business Review/State of the companys affairs and Industry Scenario

Inspite of its best effort, your Company has not been able to find out any business avenue. The factory at Sonarpur, as such could not be re-opened as on date.

The Board has been constantly keeping a close watch on the various industries and sectors of the economy in order to identify the business opportunities. However, no workable area of new venture could be found out as yet by your Board.

Reserves

Due to loss during the year no amount is proposed to be transferred to reserves.

Dividend

The Company has not declared any dividend during the financial year.

Changes in the nature of business, if any

There is no change in the nature of the business of the Company.

Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and companys operations in future

It may, however, be relevant to mention here that notice of petition filed under section 7 of Insolvency and Bankruptcy Code, 2016 was presented by Oriental Bank of Commerce against the company before the National Company Law Tribunal Kolkata Bench and the Bench also issued a notice dated 5th April,2019 to the Company to this effect.

Material changes and commitments, if any, affecting the financial position of the company which have occurred between the end of the financial year of the company to which the financial statements relate and the date of the report

There were no material changes and commitments affecting the financial position of the Company occurring between March 31st, 2019 and the date of this Report of the Directors following important events took place:

Changes in Board and KMP

a. Appointment of CFO

Ms. Amrita Bhattacharya was appointed w.e.f. as on 23rd April, 2019 as CFO of the Company pursuant to section 203 read with rule made there under and other applicable provisions of the Companies Act, 2013.

b. Appointment of Women Director

Ms.Monika Bhattacharjee was inducted in the Board as Additional Director w.e.f. 10th May, 2019 in compliance with the section 152 read with Schedule IV of the Companies Act,2013 and all other applicable provisions if any of the Companies Act, 2013.

c. Appointment of Director

Mr. Dipak Chandra Ray was inducted in the Board as Additional Director w.e.f 30th May, 2019 in compliance with the sections 149, 150 and 152 read with Schedule IV of the Companies Act,2013 and Section 161(1) read with Companies (Appointment and Qualification of Directors) Rules, 2014 and other applicable provisions.

d. Resignation of Director

Mr. Harijiban Banerjee resigned from the directorship of the Company w.e.f 31st May, 2019 and Mr. Badal Modak resigned from the directorship of the Company w.e.f. 21st December, 2018.

Subsidiary/ Joint Ventures/ Associates

Company does not have any Subsidiary/ Joint Ventures/ Associates.

Share Capital

The paid up Equity Share Capital as on March 31, 2019 was Rs. 106,212,000/-. During the year under review the company has not issued any shares or any convertible instruments.

Details of Board Meetings

During the year Seven (7) number of Board meetings were held, details of which are given below:

Date of the meeting No. of Directors attended the meeting
30.05.2018 6
15.07.2018 4
14.08.2018 5
14.11.2018 5
21.12.2018 4
12.02.2019 4
28.03.2019 4

Capital/ Finance

As on 31st March, 2019, the share capital structure of the Company is as follows:

Particulars Amount (Rs.)
Equity Share Capital
Issued Share Capital : 1,10,00,000 Equity Shares of Rs. 10 each 110,000,000
Subscribed Share Capital : 1,10,00,000 Equity Shares of Rs. 10 each 110,000,000
Subscribed & Fully paid up : 1,06,20,200 Equity Shares of Rs. 10 each 106,202,000
Subscribed but not fully paid up : 3,79,800 Equity Shares of Rs. 10 each 2,277,000
Total Equity Share Capital 108,479,000

* Cumulative Redeemable Preference of Rs. 191,800,000 of Rs.100 Each has been treated as Non Current Liability.

Extract of Annual Return

Pursuant to section 92 (3)of the Companies Act, 2013 (‘the Act) and rule 12(1) of the Companies (Management and Administration) Rules, 2014, extract of the annual return is Annexed as Annexure 1.

Committees of the Board

The details of composition of the Committees of the Board of Directors are as under:-

a. Audit Committee

Sl. No. Name Chairman/ Members
1. Dr. Shaibal Kumar Chakraborty Chairman
2. Harijiban Banerjee Member
3. Badal Modak Member
4. Pradip Kumar Chakravorty Member
5. Kingshuk Sengupta Member

During the year, the Committee had met on 14.08.2018, 14.11.2018, 21.12.2018, 01.01.2019, 28.03.2019 Shri Badal Modak resigned with effect from 21.12.2018 and Shri Kingshuk Sengupta has been inducted in the Audit Committee on 01.01.2019.

b. Nomination & Remuneration Committee

Sl. No. Name Chairman/ Members
1. Pradip Kumar Chakravorty Chairman
2. Dr. Shaibal Kumar Chakraborty Member
3. Badal Modak Member
4. Harijiban Banerjee Member

Nomination and Remuneration Committee headed by Shri Pradip Kumar Chakravorty, has been vested with the powers to determine the terms of appointment of Executive Directors, CEO, CFO, CS etc. and the policy on remuneration package of the Executive Directors and revision in sitting fees as paid to the Directors for attending meetings of the Board or Committees thereof. However directors have not been paid any remuneration or sitting fees during the year considering the financial position of the Company. Shri Badal Modak resigned with effect from 21.12.2018

c. Stakeholders Relationship Committee

Sl. No. Name Chairman/ Members
1. Dr. Shaibal Kumar Chakraborty Chairman
2. Pradip Kumar Chakravorty Member
3. Badal Modak Member
4. Harijiban Banerjee Member

The terms of reference of the Committee are to look into redressal of investors complaints like transfer of shares, non receipt of annual report etc and to oversee the performance of the Registered and Share Transfer agent. The details of complaints received and attended to during the year are given below:

No. of Shareholders complaints received so far (As on 31.10.2018) : 1
No. of Complaints pending/ unresolved : NIL
No. of Complaints duly Solved (Disposed of as on 18.02.2019) : 1

Vigil mechanism

The Company has a vigil mechanism named Fraud and Risk Management (FRM) Policy to deal with instance of fraud and mismanagement, if any. The FRM Policy ensures that strict confidentiality is maintained whilst dealing with concerns and also that no discrimination will be meted out to any person for a genuinely raised concern. The policy has been uploaded in the website of the company at www.senboindustries.co.in.

Directors Responsibility Statement

Pursuant to the requirement clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, your Directors confirm that:

(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) the directors 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 at the end of the financial year and of the profit and loss of the company for that period;

(c) the directors took proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) the directors prepared the annual accounts on a going concern basis;

(e) the directors laid down internal financial controls to be followed by the company and that such internal financial controls were adequate and operating effectively;

(f) the directors devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Related Party Transactions

The details of transactions entered into with the Related Parties are enclosed as Annexure 2

Statutory Auditors, their Report and Notes to Financial Statements

In the 23rd Annual General Meeting held on 22nd March, 2018, and M/s. Agrawal & Kothari (Regn No: 323424E), Chartered Accountants were appointed as the Statutory Auditors of the Company for a period of five(5) years.

Explanation to the Qualifications contained in the Auditors Report

The observations made in the Auditors Report have been duly covered in the relevant Notes to the Financial Statements which form part of the Accounts and are self explanatory.

Secretarial Audit

In terms of Section 204 of the Act and Rules made there under, R. N. Goswami & Co., (CP No.: 2267) Company Secretaries were appointed Secretarial Auditors of the Company. The report of the Secretarial Auditors is enclosed as Annexure 3 to this report. The report is self-explanatory and does not call for any further comments. As per Secretarial Audit Report it is mentioned that company has not paid the Annual Listing fee of BSE. Due to financial crisis and acute financial crunch the Company unable to pay the listing fees.

Risk Management Policy

Your Directors are seized with the problem of closure of the factory for the last few years and the threat of slow deterioration of the value of some of the immovable properties of the Company. These two issues are the two risks the management is facing now.

Declaration by Independent Directors

Dr. Shaibal Kumar Chakraborty, Shri Pradip Kumar Chakraborty and Shri Badal Modak are the Independent Directors on the Board of your Company. In the opinion of the Board and as confirmed by these Directors, they fulfil the conditions specified in section 149 of the Act and the Rules made thereunder about their status as Independent Directors of the Company. However, Badal Modak has expressed his desire not to continue as a director of the Company. Accordingly the Board has accepted his resignation in the Board Meeting dated 21.12.2018.

Companys policy on appointment and remuneration

Remuneration of the Executive Directors, the Chief Executive Officer (CEO), the Company Secretary, and immediately one level below Senior Employees of the Company is determined by the Board of Directors (‘Board) o f the Company within the broad policy formulated by the Nomination and Remuneration Committee comprising only Non-Executive Directors and in conformity with the relevant provisions of the Companies Act, 2013 and also subject to the required approval of the Shareholders in their General Meeting.

The Directors, considering the financial crunch of the Company, have unanimously resolved to waive the fees for attending the meetings of the Company including the past dues of the fees.

Internal Financial Controls

The internal financial controls with reference to the Financial Statements are commensurate with the size and nature of business of the Company.

Directors and Key Managerial Personnel

The KMP of the Company as on 31/03/2019 are as follows:-

1. Chief Executive Officer (CEO) : Shri Kajal Sengupta

2. Company Secretary (CS) : Ms. Amrita Bhattacharya had been appointed as a Company Secretary and Compliance Officer w.e.f. 21st December, 2018 in place of Smt Paulami Mukherjee who resigned from the services w.e.f. 14th November, 2018.

3. Chief Financial Officer (CFO) : Ms. Amrita Bhattacharya (w.e.f. 23.04.2019)

Transfer of Amounts to Investor Education and Protection Fund

There was no amount required to be transferred to IEPF.

Public Deposits

Your Company has not accepted any deposits from public in terms of Section 73 to 76 of the Companies Act, 2013.

Management Discussion & Analysis and Corporate Governance

The Corporate Governance and Management Discussion & Analysis Report, which forms an integral part of this Report, is set out as Annexure-4, together with the Certificate from the Auditors of the Company regarding compliance with the requirements of Corporate Governance as stipulated in SEBI (LODR) Regulations, 2015.

Disclosure under Section 197(12) and Rule 5 of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014.

Information in accordance with the provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment of Managerial Personnel) Rules, 2014, as amended, regarding employee is given in Annexure-5 forming part of the Directors Report.

Details of conservation of energy, technology absorption, foreign exchange earnings and outgo

(a) Conservation of energy

Since the factory is closed and there was no production during the financial year. The consumption of energy during the year was very low. However, the management has taken utmost care in conserving energy and power in order to keep the expenses to the minimum level.

(b) Technology absorption

As there was no production or any sort of operation in the factory during the financial year there is no question of technology absorption.

(c) Foreign exchange earnings and outgo

During the year, there was neither any outgo nor any earning of the foreign exchange.

Board Evaluation:

The Nomination & Remuneration Committee laid down the policy and process of evaluation of Board of Directors. Under this policy a set of parameters to be used in the evaluation process has been determined for:

i. Self evaluation of the Board Members.

ii. Evaluation of Non-Independent Directors performance by Independent Directors.

iii. Assessment of quality, quantity and timeliness of information to the Board.

Meeting of Independent Directors:

A separate meeting of Independent Directors was held on 28.03.2019 to evaluate performance of the Chairman of the Board, the Directors and the Board as a whole.

Loans, Guarantees and Investment:

The particulars of loans, guarantees and investments have been provided in the notes to the financial Statements of the Company.

Listing:

The shares of the company have been listed in Bombay Stock Exchange Limited (BSE Ltd) and Calcutta Stock Exchange Limited (CSE Ltd).

Prevention of Sexual Harassment at Workplace:

In terms of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company has an internal complaints committee in place, which registers the complaints made by any aggrieved woman for upholding the Justice.

Outstanding Annual Listing Fees of BSE

Due to acute Financial crisis of the company the required Annual Listing Fees of BSE for the year 2016-2017, 2017-2018, 2018-2019, 2019-2020 total into Rs. 6,93000 could not be paid inspite of best efforts of the company.

Cost Audit & Cost Records

The provisions for conducting cost audit and / or maintaining cost records as per the Act, does not apply to your Company during the financial year under report.

Fraud

There was no case of any fraud reported during the financial year under report.

Secretarial Standards

The Board of Directors hereby affirms that your Company has adhered to the Secretarial Standards as prescribed by the Institute of Company Secretaries of India during the financial year under report.

Acknowledgement:

Your Directors wish to place on record their appreciation of assistance and co-operation received from bankers, lenders, suppliers, customers, Govt. authorities, employees and other stake holders.

For and on behalf of the Board
Senbo Industries Limited
(Kingshuk Sengupta) (Dipak Chandra Ray)
Date: 27th June, 2019 Director Director
Place: Kolkata DIN: 00329102 DIN:01341928

Annexure 2

FORM NO. AOC-2

(Pursuant to clause (h) of sub-section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014)

Disclosure of particulars of contracts/arrangements entered into by the company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 including certain arms length transactions under third proviso thereto

1. Details of contracts or arrangements or transactions not at arms length basis- NIL

2. Details of contracts or arrangements or transactions at arms length basis:

S. No Particulars Information
(a) Name(s) of the related party and nature of relationship Senbo Engineering Limited having common directors and two common promoters
(b) Nature of contracts/ arrangements/ transactions Taking Godown Property on rent from Senbo Industries Limited
(c) Duration of the contracts / arrangements/ transactions 9 months (31.12.2018)
(d) Salient terms of the contracts or arrangements or transactions including the value, if any Rent of Rs. 2,25,000/- per quarter commenced from 1st July, 2016.
90% of the Electricity charges of the rented space will be borne by the Senbo Engineering Ltd.
(e) Date(s) of approval by the Board 30th May,2018
(f) Amount paid as advances, if any: NIL

 

For and on behalf of the Board
Senbo Industries Limited
Place: Kolkata Kingshuk Sengupta Dipak Chandra Ray
Date: 27th June, 2019 Director Director
DIN: 00329102 DIN: 01341928

ANNEXURE-5

DISCLOSURE UNDER SECTION 197 (12) OF THE COMPANIES ACT,2013 READ WITH RULE 5 (1)OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) AMENDMENT RULES, 2016

Name of the Director / CEO / CFO / Company Secretary / Manager Designation (i) Ratio of the remuneration of each director to the median remuneration of the employees of the Company for the financial year 2018-19 (ii) Percentage increase in Remuneration during 2018-19
Kajal Sengupta CEO NA NA
Kingshuk Sengupta Non Executive Director NA NA
Pradip Kumar Chakravorty Independent Director NA NA
Shaibal Kumar Chakraborty Independent Director NA NA
Harijiban Banerjee Non Executive Director NA NA
Badal Modak Independent Director NA NA

 

Sl. No. Description Remarks
iii. the percentage increase in the median remuneration of employees in the financial year; N.A
iv. the number of permanent employees on the rolls of company; 0
v. 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 point out if there are any exceptional circumstances for increase in the managerial remuneration; N.A

vi. It is hereby affirmed that the remuneration to managerial personnel referred to above is as per the remuneration policy of the Company.