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Your Directors hereby present the Thirtieth Annual Report on the business and operations of the
Company, together with the Audited Statements of Accounts and the Auditors Report for the year ended 31st March, 2018.
|Financial Highlights:||(Rs. Millions)|
|Particulars||Current year||Previous year|
|Revenue from Operations|||||
|Profit/ (loss) before financial||37.90||31.55|
|Profit/ (Loss) before Tax||37.70||30.99|
|Profit/ (Loss) after Tax and prior period Adjustment||36.38||30.99|
In view of the accumulated losses, no dividend is being recommended for the current year.
Results of Operations:
(A) As already communicated to the shareholders during the previous annual general meetings, the operations of the Company are closed since July, 2013 due to financial crisis. The Company sold its land &building and other substantially whole of assets in financial year 2016-17 and settled all pending issues with workmen.
(B) On 11.07.2017 the promoter (OSI India Holding A/S) entered into share purchase agreement with Acquirers (Mrs. Utpal Agrawal and Mr. H. P. Agrawal) for selling their entire equity shareholding of 75,00,000 shares in the Company. Due to this event, open offer under Regulation 3(1) and Regulation 4 read with regulation 15(1) of SEBI (SAST) Regulation, 2011, was triggered and the necessary applications were filed before SEBI.
(C) Pursuant to completion of takeover open offer, there is a change in the promoter, which has been taken on record by the board at its meeting held on 13.09.2017.
Extension of Annual General Meeting:
The Company had filed an application before BSE for seeking No Objection to the Draft Scheme of Reduction of Share Capital under Section 66, Section 55 and Section 52 of the Companies Act, 2013 on 09th May, 2018. After obtaining the No Objection letter from BSE, the Company has to pass a special resolution for obtaining the shareholders approval in the General Meeting of the Company. Keeping in view the financial condition of the Company and the expenses involved in conducting a General Meeting of shareholders, the Management of the Company wants to get the approval of shareholders in the ensuing Annual General Meeting of the Company.
Hence, the Board requested the Registrar of Companies, Delhi and Haryana for 3 months extension for conducting the AGM. The Registrar of
Companies, Delhi and Haryana had granted the extension of 2 months for holding meeting up to 30th November 2017 vide letter dated 05.09.2018.
Mr. Ashish Kumar Gupta (Independent Director), who had been a director since 2005 resigned from the board and his resignation was accepted with effect from 12.07.2017.
Mr. Hans Schweers (Non-executive Promoter Director), who had been a director since 2005 resigned from the board and his resignation was accepted with effect from 13.09.2017.
Mr. Pradeep Kumar Jain (Independent Director) was appointed as Additional Director with effect from 18.07.2017 and was appointed as an Independent director of the Company to hold office for five consecutive years on 30.11.2017.
Mrs. Utpal Agrawal (Non-executive Promoter Director) was appointed as Additional Director with effect from 13.09.2017 and was appointed as an Non-executive promoter director of the Company liable to retire by rotation on 30.11.2017.She has been longest in the office, will retire at the ensuing Annual General Meeting and being eligible, offers herself for re-appointment.
Mrs. Shilpa Agarwal (Independent Director) was appointed as Additional Director with effect from 24.10.2017 and was appointed as an Independent director of the Company to hold office for five consecutive years on 30.11.2017.
Mrs. Shruti Agarwal (Independent Director), who had been a director since 14.05.2015 resigned from the board and his resignation was accepted with effect from 24.01.2018.
The Board of Directors of the Company has decided to adopt the provisions with respect to appointment and tenure of Independent Directors which is consistent with the Companies Act, 2013 and the amended Listing Agreement. Accordingly, the Independent Directors will serve for not more than two terms of five years each on the Board of the Company.
The Board of Directors of the Company, based on the recommendations of the Nomination and Remuneration Committee, at its meeting held on 3rd October 2018, subject to the approval of Members, has appointed Mr. Anand Bharti as Whole Time Director for a period of one year three months ending on 31st March 2020.
Directors Responsibility Statement:
As required under Section 134(5) of the Companies Act, 2013, the Directors hereby confirm that:
(i) in the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures from the same;
(ii) such accounting policies have been selected and applied them consistently and 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 31st March, 2018 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 Companies Act, 1013 for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; and
(iv) the Directors, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and
(v) The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
The shareholders of the Company at the 29th Annual General Meeting held on 30th November, 2017 approved the appointment of M/s. Kapoor Jain & Associates, Chartered Accountants (Registration No. 015689N) as Statutory Auditors of the Company to hold office till the conclusion of 34th Annual
General Meeting subject to ratification of their appointment at every Annual General Meeting. Accordingly, a resolution seeking Members ratification on appointment of M/s. Kapoor Jain & Associates, Chartered Accountants, as the Statutory Auditors of the Company for the financial year ending 31st March, 2019 is included at Item No.3 of the Notice convening the Annual General Meeting.
Auditors Qualifications and Managements Reply:
Matter of Emphasis
We draw your attention to Note No. 4 in the Notes to the financial statements regarding 10% Cumulative Redeemable Optionally Convertible Preference Shares (CRCPS) where preference shareholders have not exercised the conversion option and the Company has not made provision for unpaid dividends. Such Preference Shares have been shown as part of Equity (under Other Equity) and have not been categorized as Financial Liabilities.
The note given by the Auditors is self-explanatory and the accounting treatment is in line with Accounting Principles and Accounting Standards.
As the production of the company is closed since July, 2013, the Company has not appointed the Cost Auditor for year 2017-2018.
As prescribed by Securities and Exchange Board of India (SEBI), a Practicing Company Secretary carries out Secretarial Audit at the end of every quarter, and the report is regularly submitted to the Bombay Stock Exchange.
As required under the Companies Act, 2013, the Company has appointed Mr. P. Venkata Narayana, Practicing Company Secretary, as Secretarial Auditor for the year 2017-2018 and his report is annexed to Directors Report as Annexure III.
Declaration by independent directors
The Company has received declaration from independent directors of the Company confirming that they meet the criteria of independence as prescribed both under the Companies Act, 2013 and SEBI (LODR) Regulations, 2015.
Pursuant to the provisions of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015, Independent Directors at their meeting held on 3rd October, 2018 without the participation of the Non-independent Directors and Management, considered/evaluated the Boards performance, Performance of the Chairman and other Non-independent Directors. SEBI (LODR) Regulations, 2015 mandates that the Board shall monitor and review the Board evaluation framework. The Companies Act, 2013 states that a formal annual evaluation needs to be made by the Board of its own performance and that of its committees and individual directors. The Schedule IV of the Companies Act, 2013 states that the performance evaluation of independent directors shall be done by the Board of Directors, excluding the director being evaluated. The evaluation of all the directors and the Board as a whole was conducted based on the criteria and framework adopted by the Board.
Policy on directors appointment and remuneration
The current policy is to have an appropriate combination of executive and independent directors to maintain the independence of the Board. As on 31stMarch 2018, the Board consisted of 4 members, one of whom was Whole Time Director, one was non-executive promoter director and two were independent directors. The Board will annually evaluate the need for change in its composition and size. The policy of the Company on directors appointment and remuneration, including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under Section 178(3) of the Companies Act, 2013, adopted by the Board. The remuneration paid to the directors is as per the terms laid out in the Nomination and Remuneration policy of the Company.
Risk Management and Whistleblower Policy
Pursuant to section 134(3)(n) of the Companies Act, 2013 and Section 177(9) of the Companies Act, 2013 read with SEBI (LODR) Regulations, 2015 the Company has to form a Risk Management and Whistleblower Policy respectively. However, as operations of the Company are closed since July 2013, it is not required to form any Risk Management and Whistleblower Policy.
Number of meetings of the Board
The Board met seven times during the financial year, the details of which are given in the Corporate Governance Report that forms part of this Annual Report. The intervening gap between any two meetings was within the period prescribed by the Companies Act, 2013.
The company has not accepted deposits from public as envisaged under Sections 73 to 76 of Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014 during the year under review.
Report on Corporate Governance Pursuant to Regulation 34 read with Schedule-V of SEBI (LODR) Regulations, 2015, and Certificate on Compliance of Corporate Governance form part of this Report.
Business Responsibility Report (BRR)
Securities Exchange Board of India (SEBI) vide circular CIR/CFD/DIL/8/2012 dated August 13, 2012 has mandated the inclusion of BRR as part of the Annual Report for the top 100 listed entities. In view of the requirements specified, the company is not mandated for the providing the BRR and hence do not form part of this Report.
Management Discussion and Analysis Report
Management Discussion and Analysis Report as stipulated under Regulation 34(3) read with Schedule-V of the SEBI (LODR) Regulations, 2015 is presented in a separate section in this Annual Report.
Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo
The details of conservation of energy, technology absorption, foreign exchange earnings and outgo are as follows:
A) Conservation of energy: N.A.
(i) the steps taken or impact on conservation of energy;
(ii) the steps taken by the company for utilising alternate sources of energy;
(iii) the capital investment on energy conservation equipments;
(B) Technology absorption: N.A.
(i) the efforts made towards technology absorption;
(ii) the benefits derived like product improvement, cost reduction, product development or import substitution;
(iii) in case of imported technology (imported during the last three years reckoned from the beginning of the financial year:-
(a) the details of technology imported;
(b) the year of import;
(c) whether the technology been fully absorbed;
(d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof; and
(iv) the expenditure incurred on Research and Development.
(C) Foreign exchange earnings and Outgo:
The Company had no foreign exchange earnings and outgo during the financial year
Whole Time Director and Finance Manager Certification
As required under Regulation 17(8) of the SEBI (LODR) Regulations, 2015, the Whole Time Director and Finance Managers Certification is at Annexure-I
Material Changes and Commitments affecting the Financial Position of the Company
The Company received refunds of Rs. 19.98 million from the Excise Department. Further, the Company has written back an amount of Rs. 21.24 million payable to Creditor with mutual consent.
Change in Share Capital
During the Financial Year 2017-18, there have been no changes in the Share Capital of the Company.
The Company does not have any Subsidiary Company.
Amount Transferred to Reserves
In view of huge accumulated losses, no amount has been transferred to reserves for the Financial Year 2017-18.
Statement in respect of adequacy of internal financial control with reference to the Financial Statements
The company has adequate internal control procedures commensurate with the size, scale and complexity of its operations.
Particulars of Loans, Guarantees or Investments under section 186
As on 31st March, 2018 there were no outstanding loans or guarantees, investments made and securities provided as covered under the provisions of section 186 of the Companies Act, 2013.
Contracts and Arrangements with Related Parties
All related party transactions that were entered into during the financial year were at arms length basis and were in the ordinary course of the business. Your Directors draw attention of the Members to Note 3.22 of Notes on Accounts to the financial statement which sets out related party disclosures.
Extract of Annual Return
Extract of Annual Return of the Company in the prescribed form MGT-9 is annexed herewith as Annexure II to this Report.
Particulars of Employees
Information as per Rule 5(2) and (3) of Chapter XIII, the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014- details furnished below:
|Name of the Director / Employee||Anand Bharti|
|Designation||Whole Time Director|
|Remuneration received||4,35,000/- p.a.|
|Nature of employment, whether contractual or otherwise||Director|
|Qualifications and experience of the employee||Under Graduate|
|Date of commencement of employment||14/11/2013|
|The age of such employee||60 years|
|The last employment held by such employee before joining the company||NA|
|The percentage of equity shares held by the employee in the company||NIL|
|Whether any such employee is a relative of any director||No|
1. There were no confirmed employees on the rolls of the Company as on 31stMarch 2018.
2. Median remuneration of employees of the Company during the financial year 2017-2018 was NIL.
The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013
During the year under review, there was no employee, as the production of the Company is discontinued with effect from July, 2013. Therefore, the reporting requirements under the Sexual Harassment of Women at The Workplace (Prevention, Prohibition &Redressal) Act, 2013 is not applicable.
Since the production of the Company is closed since July 2013, Internal Audit is not carried out during the year.
Listing of Securities:
The Company is listed on the Bombay Stock Exchange and is regular in paying the annual listing fee to the Stock Exchange.
As the production of the Company is discontinued with effect from July, 2013, there are no workmen. Further, there are no pending issues with any workmen nor are any dues payable to any workmen.
Corporate Social Responsibility [CSR] Not Applicable
Statement on Other Compliances
Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:
a. Details relating to deposits covered under Chapter V of the Act.
b. Issue of equity shares with differential voting rights as to dividend, voting or otherwise; c. Issue of shares (including sweat equity shares) to employees of the Company.
d. Neither the Managing Director nor any of the Whole-time Directors of the Company receive any remuneration or commission from any of its subsidiaries;
e. No significant or material orders were passed by the Regulators or Courts or Tribunals;
The Directors acknowledge the support of the shareholders.
For and on behalf of the Board of Directors
|Whole Time Director|
|Place: New Delhi||DIN: 02469989|
|Dated: 3rd October, 2018|