DIRECTORS' REPORT To, The Members, Your Directors are pleased to present the Twenty-Second Annual Report and the Audited Statement of Accounts of your Company for the year ended on 31st March, 2015. DIVIDEND During the year under review, owing to the accumulated losses, the Directors do not recommend any dividend. AMOUNT TRANSFERRED TO RESERVES The Board has decided to carry Rs. 3685.23 lacs (losses) to its reserves. MATERIAL CHANGES SINCE END OF FINANCIAL YEAR TILL DATE OF THIS REPORT There is no material changes since end of financial year till date of this Report. STATEMENT ON COMPANY'S AFFAIRS In view of tough competition from local and international market, the company is making all efforts to increase the activities. FIXED DEPOSITS The company has not invited or accepted any Fixed Deposits from the public during the year under review. AUDITORS As per Sec 139 of the Companies Act, 2013, no listed Company shall appoint Audit firm as Statutory Auditors for more than two terms, of the five consecutive years. M/s. Kakaria & Associates were appointed as Statutory Auditors, in the Annual General Meeting held on September 30, 2006. The Board proposes to appoint M/s. Kakaria & Associates, Chartered Accountants, Vapi. The Directors recommend M/s. Kakaria & Associates, Chartered Accountants, Vapi, to be re-appointed as Statutory Auditors. SECRETARIAL AUDIT REPORT The Board has appointed Mr. Prakash K. Pandya, Practising Company Secretary to conduct Secretarial Audit for the financial period. The Secretarial Audit Report for the financial period ended March 31, 2015 is annexed herewith marked as Annexure "A" to this Report. QUALIFICATIONS ON SECRETARIAL AUDIT REPORT As regards the Qualifications on Secretarial Audit Report, we state as under: Non Appointment of Women Director including Key Managerial Personnel Your Company is seeking exemption from BSE - Mumbai, ROC, Maharashtra, Mumbai including BIFR, New Delhi for Appointment of Women Director under Section 149 of the Companies Act, 2013 including Key Managerial Personnel, as your Company is sick and the matter is under consideration of the above authorities. However on account of sickness, Company is unable to get above officials on a reasonable terms. Appointment of Independent Directors Your Company is making efforts to induct one more Independent Director/Non-Executive Director so as to form Nomination and Remuneration Committee of three Directors as per Clause 49(IV) of the Listing Agreement. As regards the filing of SEBI Disclosures (Insider Trading) the Company has made disclosure under Regulation 30(1) and 30(2) of SEBI takeover Regulations. The Company was of the view, that no other filing is required, separately under SEBI (Insider Trading) Regulations. However, the Company is taking steps to ensure necessary compliances. Further, ROC forms were inadvertently not filed and the same are being filed in due course. As regards other Qualifications, the same are self-explanatory. EXTRACTS OF THE ANNUAL RETURN IN MGT9 The Annual Return in MGT9 form is annexed herewith as Annexure "B" to this Report. CURRENT STATUS WITH BIFR As informed in the Last Report the Operating Agency has submitted Draft Rehabilitation Scheme to the Lenders. However on account of discrepancy, the DRS is modified and the same will be circulated to the Secured lenders shortly. PERSONNEL The Personnel relations with the employees at all levels continued to remain cordial and peaceful during the year under review. PARTICULARS OF EMPLOYEES There were no employees, who were in receipt of remuneration in excess of the amount prescribed as per the Companies Act, 2013 during the year. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGO Information in accordance with Section 134(3)(m) of the Companies Act, 2013 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 2014 is given as below. Form 'A' requiring disclosure of particulars with respect to Conservation of Energy is not applicable in the case of your Company. STOCK EXCHANGE The Company is listed on the following Stock Exchange. 1. Bombay Stock Exchange Ltd. Your Company is listed on Bombay Stock Exchange Ltd. and the Annual Listing fee has been paid. FUTURE PROSPECTS As informed in the last Annual General Report, your company has focused its attention towards the Private Sector clients and the other Government Department like defence, food processing etc. CORPORATE GOVERNANCE REPORT Pursuant to Clause 49 of the Listing Agreement with Bombay Stock Exchange Ltd. the Management Discussion and Analysis and the Report on Corporate Governance together with Practising Company Secretaries Certificate form a part of the Annual Report. DIRECTORS Mr. Ganesan Venkatraman and Mr. Babulal Bansilal Jain, Independent Director has given Declaration that they are not disqualified and meet the criteria of Independence as per Sub Section (6) of Section 149 of the Companies Act, 2013. During the year under review Dr. Jayesh V. Valia, retires by rotation, at the conclusion of this meeting and being eligible to offers himself for re-appointment. During the year, Mr. Vyankatesh H. Mulwad, Director, resigned from the Board. The Board records its appreciation for the services rendered during the tenure on the Board. INTERNAL CONTROL SYSTEMS The internal control system commensurate to the size of the companies operations and nature of business and there is periodic Audits. Internal control systems in operation areas of the company ensure that system delivered the desired level of results. DIRECTORS' RESPONSIBILITY STATEMENT Statement under sub-section (3c) of Section 134 of the Companies Act, 2013 : In the preparation of the Annual Accounts: i) the applicable accounting standards have been followed and wherever required, proper explanations relating to material departures have been given. ii) the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are 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 or loss of the Company for that period. iii) proper and sufficient care has been taken 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. iv) the Accounts have been prepared on a going concern basis. v) The Directors had laid down internal financial controls and such internal financial controls are adequate and were operating efficiently. vi) The Directors had devised proper system to ensure compliance with the provisions of all applicable laws and such systems were adequate and operating efficiently. MANAGEMENT DISCUSSION AND ANALYSIS REPORT OVERALL (MD&A) During the year 2014-2015 the Global economy showed positive results and that also helped in the revival of Asian Economic Growth The Forex Market has stabilized and rupee is improving. However the same are given separately forming Part of the Board of Directors' Report. CORPORATE GOVERNANCE REPORT Pursuant to Clause 49 of the Listing Agreement with Bombay Stock Exchange Ltd. the Management Discussion and Analysis and the Report on Corporate Governance together with Practising Company Secretaries Certificate form a part of the Directors' Report. YASHRAJ CONTAINEURS LTD. recognizes the value of adherence to Corporate Governance in its true sense which alone can ensure continuation of belief and the trust reposed by one and all in your company. 1) BOARD OF DIRECTORS The Board comprises of three Directors : 1) Dr. Jayesh Vinodrai Valia 2) Mr. Ganesan Venkatraman 3) Mr. Babulal Bansilal Jain The Directors are responsible for the Management of the Company's business. The Board's role, functions, responsibility and accountability are clearly defined. 2) MANAGERIAL REMUNERATION The remuneration Committee has recommended to the Board of Directors a policy relating to remuneration for the Directors including KMP. Further, the Board affirm that remuneration paid to Directors are as per policy of the Companies Act. 2.1 TERMS OF REFERENCE TO AUDIT COMMITTEE IN BRIEF The Terms of the reference of the Audit Committee are those prescribed under clause49 of the Listing Agreement including inter-alia the review of financial results before submission to the Board for approval to ensure that the financial statements are correct and present true and fair view, interaction with Statutory Auditors, recommendation of appointment and payment of audit fees to the Auditors and to review the adequacy of internal control systems. 2.2 REMUNERATION COMMITTEE It consists of Mr. Ganesan Venkatraman and Mr. Babulal Bansilal Jain, Independent Directors. It determines the salary and perks payable to Board Level Members and recommends Board for its consideration. 2.3 FAMILIARIZATION PROGRAMME The Board members are provided with necessary documents/brochures, reports and internal policies to enable them to familiarize with the Company's procedures and practices. Periodic presentations are made at the Board and Board Committee Meetings, on business and performance updates of the company, business environment, business strategy and risk involved. Detailed presentations on the Company's business segments were made at the separate meetings of the Independent Directors held during the year. 2.4 VIGILANCE MECHANISM FOR EMPLOYEES The Vigilance Mechanism of the Company, which also incorporates a Whistle Blower Policy are as per the Listing Agreement. Any Employee who wants to report genuine concern is allowed to do it to the Chairman of Audit Committee, Mr. Babulal Bansilal Jain. The Policy on Vigilance Mechanism and Whistle Blower Policy may be accessed on the Company's Website : www.barrelpeople.com.com . 2.5 SEXUAL HARASSMENT ON WOMEN (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013 During the year under review, there was no complaint on sexual harassment of women/employees. 2.6 STAKEHOLDERS RELATIONSHIP COMMITTEE Stakeholders Relationship Committee consists of (1) Shri Babulal Bansilal Jain, (2) Mr. G. Venkatraman and (3) Dr. Jayesh Vinodrai Valia. 3.2 Broad terms of Reference to Stakeholders /Investor Grievances Committee To approve Share Transfers, to review and advise the Company on any grievance in relation to (a) Non-transfer of shares (b) Non-receipt of Annual Report (c) Any other grievance raised by any stakeholder. 3.3 Status of Investor Complaints No complaints were received from the Investors during the year under review. Compliance Officer – Dr. Jayesh Vinodrai Valia 4. General Stakeholders' Information 1. Annual General Meeting. Day, Date and Time By Separate Communication 5. Financial Calendar (2014 - 2015) Annual General Meeting for the year ended 31st March, 2015. Date Wednesday, 30th September, 2015 at 1.00 p.m. Information sent by separate commnication. 6. Book Closure Date : 24.9.2015 to 30.9.2015 (both days inclusive) 7. Dividend Payment Date : Not applicable since dividend not recommended. 8a. Registered Office : Plot No. 757/758, Jwala Estate, First Floor, Soni Wadi, Near Kora Kendra, Off S.V. Road, Borivali (West), Mumbai 400 092. 8b. CIN No. : L28120MH1993PLCO73160 Email : yashraj_bom@rediffmail.com Website : www.barrelpeople.com Telephone : 022-28992658 / 28997506 / 2898 3234 Fax : 022-2899 7806 9. Listing on Stock Exchange : Equity Shares Bombay Stock Exchange Ltd., Dalal Street, Mumbai 400 001 11. Registrars & Transfer Agents : M/s. Sharex Dynamic (India) Pvt. Ltd., Unit-1, Luthra Industrial Premises,Safeed Pool, Andheri Kurla Road, Andheri (East), Mumbai - 400 072. Tel: 022 28515606 / 28515644 Share Transfer System : Your Company's Equity Shares are admitted with the Depository System of National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) as an eligible security under the Depositories Act, 1996. As such, facilities for dematerializations of your Company's Equity Shares are available vide INE No.095 CO 10 18 at both the depositories. Your Company's Equity Shares are under compulsory dematerialization. 12. Dematerialisation of Shares and Liquidity : Approximately 98.35. % of the Equity Shares have been dematerialized upto 31st March, 2015. Trading in Equity Shares of your Company is permitted only in dematerialized form compulsorily as per notification issued by The Securities and Exchange Board of India. 13. i) Materially significant related party transactions that may have potential conflict with the interests of company The Company does not have material significant related party transactions i.e. transactions of the company of material nature with its Promoters, Directors of the Management, or their subsidiaries or relatives etc. that may have potential conflicts with the interest of the Company at large. However Disclosure of Transactions with any related party have been made in the Balance-Sheet in Notes to Accounts at Note No 27 which are self explanatory. ii) Non-Compliance by the Company, penalties, strictures imposed on the Company by Bombay Stock Exchange Ltd. or SEBI or any statutory authority, on any matter related to Capital Markets, during the last three years. - None iii) Details of Compliance with mandatory requirements and adoption of the non-mandatory requirement of this clause The Company has complied with mandatory requirements and None of the Independent Directors on our Board has served for a tenure exceeding nine years. 14. Means of Communication : The Quarterly/Half Yearly Unaudited Financial Results/Audited Financial Results are published in Navshakti and Free Press Journal, and put up on the website of Bombay Stock Exchange Ltd. as well as on Company's website www.barrelpeople.com . The notices to the stakeholders are published in Navshakti and Free Press Journal. 15. Practising Company Secretaries Certificate on Corporate Governance : Your Company has obtained a certificate from the Practising Company Secretaries regarding compliance of conditions of Corporate Governance as stipulated in Clause 49 of the Listing Agreement with Bombay Stock Exchange Ltd. This is annexed to the Annual Report. The Certificate will also be sent to Bombay Stock Exchange Ltd. alongwith the Annual Accounts to be filed by the Company. 16. ACKNOWLEDGEMENTS Your Directors place on record their sincere appreciation of the dedicated and devoted services rendered by the employees of the Company at all levels and are grateful to the Company's Bankers, Financial Institutions for their timely assistance and co-operation in the working of your Company. Your Directors also thank the customers, Stakeholders and the suppliers of your Company for their cooperation and valuable support. 17. DECLARATION The Board has laid down a code of conduct for all Board Members and Senior Management of the Company which is posted on the website of the company. The Board Members and Senior Management have affirmed compliance with the code of conduct. FOR YASHRAJ CONTAINEURS LTD. (DR. JAYESH V. VALIA) EXECUTIVE CHAIRMAN PLACE : MUMBAI DATED : 8.8.2015 |