As on: Apr 20, 2024 03:22 AM
To,
The Members
The Rubber Products Limited
The Directors are presenting their 55th Annual Report on the business and operations of your company and the Audited Financial Statements for the year ended on 31st March, 2021.
Financial Summary/Highlights:
During the financial year, the performance of the Company is as under:
(Amounts in Lakhs)
Overview of Company's Financial Performance:
During the year under review, total Income of the Company was Rs. 199.76 Lakhs and the Company has earned profit of Rs.26.31 Lakhs in the current financial year. In previous year total income of company was Rs. 32.57 lakhs and company has suffered a net loss of Rs. (210.65) Lakhs.
Transfer to reserves:
During the year under review, the Company has not transferred any amount to reserves.
Impact of Covid-19:
The COVID-19 breakdown has led to unprecedented socioeconomic disruption worldwide. The nation-wide stringent lockdown brought the economic activities to a standstill. Due to the uncertainties during this pandemic COVID-19, which continues to be a national and global crisis, we are unable to gauge the overall economic impact in the near term, and it may further impact business.
The COVID-19 pandemic has caused a huge disruption creating an unpredictable impact on the financial well-being of nations, small and medium enterprises and retailer's segments.
However, Due to recent surge in Covid-19 cases since March, 2021 few states re-enforced lockdown like restrictions for a short period which currently is not expected to have any significant impact on company's operations/ results. The company continues to remain vigilant and cautious in this regard.
Dividend:
During the year under review, your directors have not recommended any dividend.
Change in the nature of business:
There has not been any change in the nature of business of the Company during the Financial Yearended on 31st March, 2021.
Public Deposits:
The Company has not accepted or renewed any amount falling within the purview of provisions of Section 73 of the Companies Act 2013 ("the Act") read with the Companies
(Acceptance of Deposit) Rules, 2014 during the year under review. Hence, the requirement of furnishing details relating to Deposits covered under Chapter V of the Act or the details of Deposits which are not in compliance with the Chapter V of the Act is not applicable.
Subsidiaries, Associate and Joint venture Companies:
As on March 31, 2021, The Company does not have any subsidiary, Associate and Joint Venture
Company. However, The Cosmos India Rubber Works Private Limited (‘Cosmos India') which was associate company of the company during the year ceases to be Associate company w.e.f 25th March, 2021. Subsequently, statement under the provisions of Section 129(3) of the Companies Act, 2013, containing salient features of the financial statements of the Company's subsidiary (ies) in "Form AOC-1" is not furnished.
Directors and Key Managerial Personnel:
During the financial year 2020-21, there is no change in the composition of Director & Key managerial Personnel of the Company except the following:
Appointment of Mr. Jagmeet Singh Sabharwal (DIN:00270607) as Managing Director & Chief Executive officer of the Company However later he had resigned from the position of Managing Director and continue to be the Executive Director and Chief Executive officer of the Company:
As per provisions of section 203 of the Companies Act, 2013 and Rules made thereunder and the enabling provisions of the Articles of Association of the Company and, as applicable provisions of The Insolvency and Bankruptcy Code, 2016 (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force) and the rules made there under and, as in force and in accordance with the directions issued by the hon'ble National
Company Law Tribunal, Mumbai Bench ("NCLT") vide its order dated February 19, 2019 and the applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force) as well as on recommendation of Nomination and Remuneration Committee and Audit board has appointed Mr.Jagmeet Singh Sabharwal as managing Director & Chief Executive officer of the company for a period of three years w.e.f. 9th April, 2020 to 8th April, 2023.
However, Mr. Jagmeet Singh Sabharwal was resigned from the position of Managing Director w.e.f 28th August, 2020 due to some personal reasons and continue to be Director and Chief Executive officer of the company.
Appointment of Mr. Sameer Sopan Shinde as Company Secretary of the Company:
As per the requirement of section 203 of the Companies Act, 2013 and rules made there under, based on the recommendation of Nomination and Remuneration Committee, the Board has approved an Appointment of Mr. Sameer Sopan Shinde as Company Secretary of the Company w.e.f April 9, 2020.
Retirement by Rotation:
Pursuant to the provisions of Section 152 of the Companies Act, 2013, Mr. Jagmeet Singh Sabharwal (DIN:00270607), Executive Director of the Company is liable to retire by rotation at the ensuing Annual General Meeting of the Company and being eligible, offers himself for reappointment. The said Director is not disqualified from being re-appointed as a Director of a Company as per the disclosure received from him pursuant to Section 164(2) of the Companies Act, 2013.
Independent Directors:
The Company has received necessary declaration from each Independent Director under
Section 149(7) of the Companies Act 2013 that he/ she meets the criteria of independence laid down in Section 149 (6) of the Companies Act, 2013 along with declaration received pursuant to sub rule (3) of Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014 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 Company's code of conduct.
In the opinion of the Board, there has been no change in the circumstances which may affect their status as independent directors of the Company and the Board is satisfied of the integrity, expertise, and experience (including proficiency in terms of Section 150(1) of the Companies Act, 2013 and applicable rules thereunder) of all Independent Directors on the Board. In terms of Section 150 of the Companies Act, 2013 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, Independent Directors of the Company have confirmed about their enrolment in the data bank of Independent Directors maintained with the Indian Institute of Corporate affairs.
Also, the separate meeting of the independent directors has been duly convened on 11th February, 2021.
Significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company's operations in future:
No significant and material order is passed by any regulator or court or tribunal in financial year 2020-2021. However, the order has been passed by the Securities Exchange Board of India (‘SEBI') vide Order No. WTM/SKM/CFD/DCR2/41/ 2020-21 dated July 15, 2021 under section 11(1) and 11B of the SEBI Act read with Regulation 42 of SEBI (Delisting of Equity Shares) Regulations, 2021 for Voluntary Delisting of equity shares of the Company towards application filed by the Company with SEBI.
Adequacy of Internal Financial Control:
The Company has in place Internal Financial Control system commensurate with size, scale and complexity of its operations to ensure proper recording of financial and operational information & compliance of various internal controls, statutory compliances and other regulatory compliances. During the year under review, no material or serious observation has been received from the Statutory Auditor of the Company for inefficiency or inadequacy of such controls. Further, 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 & Remuneration Committee ? Stakeholders Relationship Committee
Recommendations of all Committees have been accepted by the Board.
Compositions of Committee are as follows:
Audit Committee:
Nomination and Remuneration Committee
Stakeholders Relationship Committee
Vigil Mechanism:
The Company promotes ethical behavior in all its business activities and has put in place a mechanism for reporting illegal or unethical behavior hence, Company has established a vigil mechanism and accordingly framed a Whistle Blower Policy. Pursuant to the provisions of Section 178(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, and Regulation 22 of the Listing Regulations, the Company has adopted a "Whistle Blower Policy", to provide formal vigil mechanism to the Directors and employees of the Company, to report their genuine concern of any violations of legal or regulatory requirements, incorrect or misrepresentation of any financial statements and reports, unethical behavior, actual or suspected fraud, or violation of the Company's code of conduct etc. The functioning of vigil mechanism is reviewed by the Audit Committee from time to time. None of the Whistle blowers has been denied access to the Audit Committee of the Board. The Whistle Blower Policy of the Company is available on the website of the Company at www.rubpro.com.
Particulars of remuneration to employees:
Pursuant to provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment a nd Remuneration of Managerial Personnel) Rules, 2014 the particulars of remuneration to the Directors and employees of the Company and the details of the ratio of remuneration of each director to the median employee's remuneration is not required to annexed as on March 31, 2020 & March 31, 2021 herewith with this Report as the Company is having only one employee on its payroll which is the company secretary of the company that too w.e.f 09th April, 2020. Furthermore, the company is also not paying any remuneration to its director.
Particulars of contracts or arrangements made with related parties:
During the Financial Year 2020-2021 all Transactions entered with the related parties were at arm's length basis and were in the ordinary course of the business. Prior/Omnibus approvals are granted by the Audit Committee for all the related party transactions which are of repetitive nature, entered in the ordinary course of business and are on arm's length basis in accordance with the provisions of the Companies Act, 2013 read with the rules made there under and Policy of the Company for Related Party Transactions. During the year under review, the Company has not entered into any transactions which are material in nature under section 188 of the Companies Act, 2013 and rules made thereunder. Hence, the disclosure of Related Party Transactions as required under Section 134(3)(h) of the Companies Act, 2013 in ‘Form AOC-2' is not applicable. However, the details of such related party transactions are available in the Notes to the Standalone financial statements section of this Annual Report.
Extract of Annual Return:
Pursuant to the provisions of Section 134(3) (a) of the Companies Act, 2013, Annual Return for the financial year ended 31st March, 2021 is prepared as per the provisions of Section 92(3) of the Act, and Rule 12 of Companies (Management and Administration) Rules, 2014. Company is required to host a copy of annual return on the website, if any of the Company and a web link of the same to be given in the Directors' Report and same has been placed on the below mentioned web-address:- http://rubpro.com/investors/annual-returns
Explanations by the Board on qualification, reservation or adverse remark or disclaimer made by the Statutory Auditor: Auditors in their report:
Statutory Auditors, M/s. CKSP AND CO. LLP, earlier known as M/s. Chokshi and Co. LLP ‘' Chartered Accountants, Mumbai (FRN: 131228W/W100044) were appointed in 54th Annual General Meeting (Adjourned) to hold office from the conclusion of 54th Annual General Meeting till the conclusion of Annual General Meeting to be held for the financial year ended 31st March, 2025 pursuant to notification issued by the Ministry of Corporate Affairs on 7th May, 2018 notified the amendment in Section 139 of the Companies Act, 2013, the mandatory requirement for ratification of appointment of Statutory Auditors by the Members at every Annual General Meeting (“AGM”) has been omitted, and hence the Company is not proposing an item on ratification of appointment of Auditors at this AGM.
Considering this, the Auditors have confirmed their eligibility, limits as prescribed in the Companies Act, 2013 and that they are not disqualified for such appointment. The Auditors' Report for the financial year ended March 31, 2021 on the financial statements of the Company is a part of the Annual Report. Qualification or adverse remark or disclaimer made by the auditor in his report and reply of the management on the same are as follows:
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 2020-2021. Secretarial Audit Report issued by M/s. AVS & Associates, Practicing Company Secretaries in Form MR-3 for the financial year 2020-2021 forms part to this report as ‘Annexure A'. Qualification or adverse remark or disclaimer made by the auditor in his report and reply of the management on the same are as follows:
Employees Stock Option Scheme (ESOS), Sweat Equity & Shares having differential voting rights:
During the year, 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.
Management Discussion and Analysis:
Pursuant to Regulation 34(3) read with Schedule V(B) of the Listing Regulations, a separate report on Management Discussion and Analysis (‘MDA') forms part of this Annual Report is annexed herewith as ‘Annexure B'.