DIRECTORS' REPORT To THE MEMBERS, SOLID CONTAINERS LIMITED Your Directors have pleasure in presenting the Fiftieth Annual Report of the Company together with the Audited Accounts for the financial year ended 31st March, 2015. OPERATIONS REVIEW: There has been no change in the status of the Company's operations. The operations continued to be suspended and unviable. There has been no further development and hence the Company was unable to re-commence its operations. MANAGEMENT DISCUSSION AND ANALYSIS REPORT: The Management Discussion and Analysis Report of the operations of the Company is provided in a separate section of this Annual Report and forms a part of the Director's Report. DIVIDEND: Your Directors regret their inability to recommend dividend in view of loss incurred during the year. TRANSFER TO RESERVES: In view of the commencement of the Companies Act, 2013, there is no requirement to transfer any sum to General Reserve. Also, since the Company did not make any profit during the year no amount was transferred to reserves. SHARE CAPITAL: During the year under the review, the Company has not issued shares with differential voting rights. As on March 31, 2015, Mr. Ashok Goel, Director holds 49,780 equity shares of face value of Rs. 10 each. PUBLIC DEPOSITS: Your Company has not accepted any fixed deposits from the public and there are no outstanding fixed deposits from the public as on March 31, 2015. MATERIAL CHANGES AND COMMITMENTS, 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 have been no material changes and commitments 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. SIGNIFICANT AND MATERIAL ORDERS ARE PASSED BY THE REGULATORS OR COURTS During the year under review, there are no significant and material orders passed by the regulators/ courts against the Company. DIRECTORS AND KEY MANAGERIAL PERSONNEL: Retirement by rotation In accordance with the provisions of Section 152(6) and the Articles of Association of the Company, Mr. Ashok Goel, Director (DIN 00025350), will retire by rotation at the ensuing Annual General Meeting of the Company and being eligible, offer himself for re-appointment. The Board recommends his re-appointment. A brief resume of Mr. Ashok Goel, Director, as required by clause 49 of the Listing Agreement with the Stock Exchange, is provided in the Notice of the ensuing Annual General Meeting of the Company. Appointments/Resignations from the Board of Directors During the year under review, due to the commencement of the Companies Act, 2013 the Company appointed Ms. Reshma Rao (DIN 06966747) as Woman Director on the Board of the Company and appointed Mr. Mohender Garg (DIN 00426642) and Mr. J.M. Fernandes (DIN 00147539) as Independent Directors of the Company on September 30, 2014, for a period of five consecutive years. Also, the Company appointed Mr. Sandeep Singh (DIN 02814440) as Independent Director of the Company with effect from February 19, 2015, to hold office for five consecutive years. All Independent Directors have given their declaration that they meet the criteria of Independence as laid down under Section 149(6) of the Companies Act, 2013 and clause 49 of the Listing Agreement with the Stock Exchange. During the year under review, Mr. J.M. Fernandes, Independent Director of the Company, resigned from the Board of Directors of the Company with effect from October 29, 2014. Appointments/Resignations of the Key Managerial Personnel Ms. Anjali Singh, Company Secretary and Mr. Francis Miranda, Chief Financial Officer of the Company are the Key Managerial Personnel as per the provisions of the Companies Act, 2013. Ms. Anjali Singh, Company Secretary, was already in office before the commencement of the Companies Act, 2013 and Mr. Francis Miranda, Chief Financial Officer of the company was designated as Key Managerial Personnel with effect from September 05, 2014. None of the Key Managerial Personnel has resigned during the year under review. 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: 1) that in the preparation of the annual financial statements for the year ended March 31, 2015, the applicable accounting standards have been followed alongwith proper explanation relating to material departures, if any. 2) that such accounting policies have been selected and applied consistently and have 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 March 31, 2015 and the profit or loss of the Company for that period. However, Auditors have qualified their report by stating that the Company is no longer a going concern and has not made adjustments to accounts relating to recoverability of assets and liabilities as might be necessary when the Company is no longer a going concern. The qualification has been explained aforesaid in this report. 3) that 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. 4) that the annual financial statements have been prepared on a going concern basis. 5) that proper internal financial controls were in place and that the financial controls were adequate and were operating effectively. 6) that systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively. MEETINGS OF THE DIRECTORS: A calendar of meetings to be held in the forthcoming financial year is prepared and circulated in advance to the Directors to enable them to plan their schedule for effective participation in the meetings. Due to business exigencies, at times decisions are taken by the Board also by means of resolutions circulated among the Directors. During the year seven (7) Board Meetings and five (5) Audit Committee Meetings were convened and held. Detailed information on the meetings of the Board and all its Committees are included in the report on Corporate Governance, which forms part of this Annual Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013, and the Listing Agreement entered into with the Stock Exchange. COMPOSITION OF AUDIT COMMITTEE: The Board has constituted the Audit Committee which comprises of Mr. Mohender Garg, Independent Director as Chairman and Mr. Sandeep Singh, Independent Director, Mr. Ashok Goel, Non-Executive Director, as the members. More details on the Committee are given in the Corporate Governance Report which forms part of this Annual Report. BOARD EVALUATION: Pursuant to the provisions of the Companies Act, 2013, and Clause 49 of the Listing Agreement with the Stock Exchange, the Board has carried out an annual performance evaluation of its own performance, and of the directors individually, as well as the evaluation of the working of its Audit and Nomination & Remuneration Committees. The manner in which the evaluation has been carried out has been explained in detail in the Corporate Governance Report, which forms part of this Annual Report. FAMILIARIZATION PROGRAMMES: Each newly appointed Director is taken through a formal induction and familiarization programme. The details of such familiarization programme are displayed on the website of the Company. (www.solidcontainers.net) PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS BY COMPANY: There were no Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013. CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES: All contracts/arrangements/transactions entered by the Company during the financial year with related parties were in ordinary course of business and on an arm's length basis. During the year, the Company had not entered into any contract/arrangement/transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions. All contracts/arrangements/transactions with related parties are placed before the Audit Committee as also the Board, as may be required, for approval. The policy on the materiality of the Related Party Transactions and also on dealing with the Related Party Transactions as approved by the Audit Committee and the Board of Directors is displayed on the Company's website (www.solidcontainers.net). Details of contracts/arrangements/transactions with related parties are given in the notes to the Financial Statements. EXTRACT OF ANNUAL RETURN: In accordance with Section 134(3)(a) and Section 92(3) of the Companies Act, 2013, an extract of the Annual Return as at March 31, 2015, in the prescribed format is given in Annexure 1 and forms part of this Report. REMUNERATION POLICY: The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report. WHISTLE BLOWER POLICY/VIGIL MECHANISM: The Company has a vigil mechanism to deal with instance of fraud and mismanagement, if any. The details of the Whistle Blower Policy is explained in the Corporate Governance Report and also displayed on the website of the Company. (www.solidcontainers.net <) RISK AND AREAS OF CONCERN: In accordance with Section 134(3)(n) of the Companies Act, 2013, and Clause 49 of the Listing Agreement with the Stock Exchange, the Company has constituted a Risk Management Committee and also framed a Risk Management Policy to identify and assess the key risk areas. At present the Company has not identified any element of risk which may threaten the existence of the Company. AUDITORS STATUTORY AUDITORS: The Members at the 49th Annual General Meeting held on September 30, 2014 appointed M/s. MGB & Co. LLP, Chartered Accountants as Statutory Auditors of the Company to audit financial accounts for the financial years 2014-15, 2015-16 and 2016-17, subject to ratification by the Members annually. Section 139 of the Companies Act, 2013 read alongwith the Companies (Audit and Auditors) Rules, 2014, states that the appointment of the Auditor shall be subject to ratification by the Members at every Annual General Meeting till the expiry of the term of the Auditor. M/s. MGB & Co. LLP, Chartered Accountants have confirmed their eligibility under Section 141 of the Companies Act, 2013 and the Rules framed thereunder for re-appointment as Auditors of the Company. As required under Clause 41 of the Listing Agreement with the Stock Exchange, the Auditors have also confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India. As required under the Companies Act, 2013, appointment of Auditors is required to be placed before the Members in the General Meeting for their approval. Your Directors propose ratification of appointment of M/s. MGB & Co. LLP, Chartered Accountants as the Statutory Auditors of the Company to audit accounts for the financial year 2015-16. SECRETARIAL AUDIT: Pursuant to Section 204 of the Companies Act, 2013, the Board of Directors had appointed Mr. Gaurav Sinha of M/s. Gaurav Sinha & Associates, Company Secretaries (C.P. No. 10891) as Secretarial Auditor to undertake the Secretarial Audit of the Company. The report of the Secretarial Auditor is annexed herewith as Annexure 2 and forms part of this Report. There is no secretarial audit qualification for the year under review. RESPONSE TO THE AUDITORS' REPORT: The qualification and observations made by the Auditors in their report are self-explanatory. The Auditors in their report have qualified that Company is no longer a going concern and has not made adjustments to accounts relating to recoverability of assets and liabilities as might be necessary when your Company is no longer a going concern. In this regard, it may be noted that the operations of your Company continue to stay suspended and any steps for revival will be taken as soon as the economy and future of paper industry improves. In view of these facts, the Company is not in a position to make any adjustments in its accounts for recoverability of assets and restatement of liabilities. The Auditors have stated in their report that the fixed assets records were not produced for verification and no physical verification of the assets was done during the year. Your Company has suspended its operations since September 1998 and had been suffering losses. In view of the suspended operations and closure of the unit, physical verification of assets is not possible. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMAN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013: The Company has in place a policy against Sexual Harassment in line with the requirements of the Sexual Harassment of Woman at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Till date the Company has not received any complaint thereunder. INFORMATION ON EMPLOYEES' REMUNERATION: During the year under review, none of the employees of the Company were in receipt of total remuneration of Rs. 60,00,000/- per annum during the finanacial year or Rs.5,00,000/- per month. Information required pursuant to Section 197 of the Companies Act, 2013 read alongwith Rule 5 of the Companies (Appointment and Remuneration of Manegerial Personnel) Rules, 2014 is annexed herewith as Annexure 3 and forms an integral part of this report. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO: A) Conservation of Energy NIL B) Technology Absorption NIL C) Foreign Exchange earnings and outgo NIL CORPORATE GOVERNANCE: Your Company has complied with the Corporate Governance requirements as per the revised Clause 49 of the Listing Agreement with the Stock Exchanges. A separate report on Corporate Governance along with a Certificate of Compliance from the Auditors forms a part of this Annual Report. ACKNOWLEDGEMENTS: The Board of Directors expresses its gratitude to the Members of the Company for their continuous support. For and on behalf of the Board of Directors SOLID CONTAINERS LIMITED SURESH KUMAR MANAGER SURI ASHOK GOEL DIRECTOR Date : May 29, 2015 Place : Mumbai |