Dear Members,
Your Directors have pleasure in presenting the 42nd Annual Report of the
company together with the Audited statements of Accounts for the year ended March 31,
2023.
1 Financial Results:
A summary of the companys financial results for the financial year 2022-23 is as
Under:
|
(Rs in Lacs) |
Particulars |
Year ended 31st March, 2023 |
Year ended 31st March, 2022 |
Total Revenue |
143.95 |
204.73 |
Profit / (loss) before tax (after exceptional item) |
9.67 |
20.16 |
Tax Expenses (Including Deferred Tax) |
1.31 |
2.9 |
Profit / (loss) after tax |
8.36 |
17.26 |
2. Financial Performance
During the financial year ended 31st March, 2023, your companys revenue was Rs.143.95
lakhs as compared to the previous period revenue of Rs. 204.73 lakhs.. The net profit for
the financial year was Rs. 8.36 lakhs as compared to last year profit of Rs. 17.26 lakhs.
Reduction of revenue was due to stiff competition in the market.
3. Dividend:
Your directors do not recommend dividend for this year.
4. Share Capital
There is no changes in share capital during the financial year.
5. Information about the performance of Subsidiaries / Associates/ JV.
The Company has no Subsidiaries / Associates/ JV as on date.
6. Corporate Governance
The corporate governance norms as specified in SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 are not applicable to Company. However, the same are being
complied with by the Company voluntarily.
7. Annual Return
Pursuant to the provisions of Section 134(3)(a) of the Companies Act, 2013 as amended,
Annual Return for the financial year ended March 31, 2023 made under the provisions of
Section 92(3) of the Act will be available on the company website. The weblink therefor is
https:// otco.in/asset/uploads/portfolio/pdf/annual-return-weblink.pdf
8. Management Discussion and Analysis
As required under regulation 34 of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the management discussion and analysis report for the
year under review is enclosed as Annexure-A to this report.
9. Directors
During the year Mrs Sima Balakrishnan, a Non-Executive and Non-Independent Director
demised on 22nd March, 2023 due to sudden health problem. The Board place on
record their appreciation of the invaluable contribution and support made by her for the
growth of the company as well as convey deep sympathy, sorrow and condolences to her
family.
In accordance with the provisions of Section 152 of the Companies Act, 2013 and the
Companys Articles of Association, Mrs. Bagyalakshmi Thirumalai, Director retires by
rotation at the forthcoming Annual General Meeting and, being eligible, offers herself for
reappointment. The Board recommends his re-appointment for the consideration of the
Members of the Company at the ensuing Annual General Meeting. Brief profile of Mrs.
Bagyalakshmi Thirumalai has been given in the Notice convening the Annual General Meeting.
Further Mr Amitkumar Mahendran was appointed as additional Independent Director on 3
June, 2023 and Mr Sailesh K R was appointed as Non Executive Non Independent Director on 3
June, 2023. The Board recommends their appointment for the consideration of the Members of
the Company at the ensuing Annual General Meeting. Brief profile of Mr Amitkumar Mahendran
and Mr Sailesh K R has been given in the Notice convening the Annual General Meeting.
Mr Vasanth Kumar-Independent Director tendered his resignation on 13th June,
2023 due to pre-occupation. The Board place on record their appreciation of the invaluable
contribution and support made by him during his tenure.
All Independent Directors have given declarations that they meet the criteria of
independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation
16(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
10. Number of Meetings of the Board
The Board met 4 (four) times during the financial year. The Company has complied with
the applicable Secretarial Standards issued by the Institute of Company Secretaries of
India.
11. Key Managerial Personal
The following are the Key Managerial Personnel of the Company:
1. Ms. Bagyalakshmi Thirumalai: Whole time Director
2. Ms Madhusmita Panda: Chief Financial officer
3. Mr Raj Kishor Chourasia: Company Secretary & Compliance officer
12. Committees of the Board
The Board of Directors has the following Committees:
1. Audit Committee
2. Remuneration and Nomination Committee
3. Stakeholders Relationship Committee
13. Board Evaluation
Pursuant to the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations
and Disclosure requirements) Regulations, 2015, a structured questionnaire was prepared
after taking into consideration the various aspects of the Boards functioning,
composition of the Board and its Committees, culture, execution and performance of
specific duties, obligations and governance.
The performance evaluation of the Independent Directors was completed during the year
under review. The performance evaluation of the Chairman and the Non-Independent Directors
was carried out by the Independent Directors and Non-Executive Directors. The Board of
Directors expressed their satisfaction with the evaluation process.
14. Business Growth
During the year company faced stiff competition in the market and unable to achieve
target as expected. Your Directors believe that the Company has the potential to improve
its business.
15. Particulars of Loans, Guarantees or Investments by the Company under Section 186 of
the Companies Act, 2013
The Company has not given any loans or guarantees covered under the provisions of
Section 186 of the Companies Act, 2013.
16. Vigil Mechanism/Whistle Blower Policy
Pursuant to Section 177(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 SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015, the Company has a Whistle
Blower Policy to report genuine concerns or grievances & to provide adequate
safeguards against victimization of persons who may use such mechanism. The Whistle Blower
Policy has been posted on the website of the Company viz. www.otco.in.
During the year under review no complaints were received by your Company.
17. Remuneration Policy of the Company.
The Current policy is to have an appropriate mix of executive and independent directors
to maintain the independence of the Board, and separate its functions of governance and
management. Due to sudden demise of Mrs Sima Balakrishnan on 22nd March, 2023
,the Board consisted of 3 members, one of whom is executive and whole time director, two
are independent directors.
The policy of the Company on directors appointment and remuneration, including
criteria for determining qualifications, positive attributes, independence of a director
and other matters, as required under sub-Section (3) of Section 178 of the Companies Act,
2013 is available on the company website.
18. Related Party Transactions:
All transactions entered with related parties for the year under review were on arms
length basis and in the ordinary course of business and that the provisions of section 188
of the Companies Act, 2013 and the Rules made thereunder are not attracted. Thus a
disclosure in Form AOC-2 in terms of Section 134 of the Companies Act, 2013 is not
required. Further, there are no material related party transactions during the year under
review with the Promoter, Directors or Key Managerial Personnel. All related party
transactions are mentioned in the Notes to the Financial Statements.
19. Significant & Material Orders Passed by the Regulators:
No significant and material orders has been passed by the Regulators or Courts or
Tribunals which would impact the going concern status of the Company and its future
operations
20. Directors Responsibility Statement:
To the best of our knowledge and belief and according to the information and
explanations obtained by us, your Directors make the following statements in terms of
Section 134 (3)(c) of the Companies Act, 2013:
(a) in the preparation of the annual financial statements for the year ended March 31,
2023, the applicable Accounting Standards have been followed along with proper explanation
relating to material departures.
(b) for the financial year ended March 31, 2023, such accounting policies as mentioned
in the Notes to the financial statements have been applied consistently and judgments and
estimates that are reasonable and prudent have been made so as to give a true and fair
view of the state of affairs of the Company and of the Profit and Loss of the Company for
the year ended March 31, 2022.
(c) 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.
(d) the annual financial statements have been prepared on a going concern basis.
(e) that proper internal financial controls were followed by the Company and that such
internal financial controls are adequate and were operating effectively.
(f) that proper systems to ensure compliance with the provisions of all applicable laws
were in place and that such systems were adequate and operating effectively.
21. Auditors
(a) Statutory Auditor:
M/s. C R B S & Associates LLP, Chartered Accountants, Chennai, (FRN: 002957S) was
appointed as the Statutory Auditor of the Company and their term would expiry in the
ensuing Annual General Meeting. As existing auditor can not be appointed, the Board and
Committee recommended M/s B N Misra & Co , Chartered Accountants (FRN: 321095E) to be
appointed as Statutory Auditor of the Company for a period of 5 years starting from the
financial year 2023-2024 to 2027-2028.
The Independent Auditors Report does not contain any reservation or adverse remark for
the year under review.
(b) Cost Audit
The Provision of cost audit requirements is not applicable to the Company.
(c) Secretarial Audit:
Pursuant to provisions of Section 204 of the Companies Act, 2013 read with Rule 9 of
the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, the
company has appointed of Mr. V. NAGARAJAN, Company Secretary in Practice, Chennai to
conduct the Secretarial Audit of the Company for the financial year ended March 31, 2023.
The Secretarial Audit Report (in Form MR-3) is enclosed as Annexure-B to this
Report.
The Secretarial Audit Report does not contain any reservation or adverse remark.
22. Internal Control systems and their adequacy
Your Company has an effective internal control and risk mitigation system, which is
constantly assessed and strengthened with new/revised standard operating procedures. The
Company has adequate internal control procedures and systems commensurate with its size,
scale and complexities of its operations. The main trust of internal audit is to test and
review controls, appraisal of risks and business processes, besides benchmarking controls
with best practices in the industry. The Companys internal control systems to provide
reasonable assurance for:
> Safeguarding Assets and their usage.
> Maintenance of Proper Accounting Records and
> Adequacy and Reliability of the information used for carrying on Business
Operations.
> Compliance of laws and regulations.
The Company has well laid-out policy guidelines, structured authority levels to ensure
adequate internal control levels. The management and the Audit Committee of the Board
review the periodically the adequacy of the internal control and the management control
systems, so as to be in line with changing requirements. The company has an internal
auditor to carry out internal audit work and coordination with Audit committee.
23. Prevention of Sexual Harassment at Workplace:
As per the requirement of the provisions of the sexual harassment of women at workplace
(Prevention, Prohibition & Redressal) Act, 2013 read with rules made thereunder, our
Company has constituted Internal Complaints Committees. As per requirement of the Act
which are responsible for redressal of complaints relating to sexual harassment against
woman at workplace.
There were no complaints received during the period under review.
24. Reporting of Frauds
There was no instance of fraud during the year under review, which required the
Statutory Auditors to report to the Audit Committee and / or Board under Section 143(12)
of Act and Rules framed thereunder.
25. Risk Management Policy
The Company has laid down the procedures to inform the Board about the risk assessment
and minimization procedures and the Board has formulated Risk Management Policy to ensure
that the Board, its Audit Committee and its management should collectively identify the
risks impacting the Companys business and document their process of risk identification,
risk minimization, risk optimization as a part of a risk management policy/ strategy. At
present there is no identifiable risk which, in the opinion, of the Board may threaten the
existence of the Company.
26. Corporate Social Responsibility Policy:
As per the provision of Section 135 of Companies Act, 2013 every Company having net
worth of Rupees Five Hundred Crore or more, or turnover of Rupees One thousand crore or
more or a net profit of Rupees five crore or more during the immediately preceding
financial year shall constitute a CSR Committee and the Company should spend at least 2%
of average net profit of three immediately preceding financial years in every financial
year. As the Company does not fall within the above guidelines, compliance of this clause
does not arise as of now.
27. Conservation of Energy, Technology Absorption and Foreign Exchange outgo:
The Particulars as prescribed under sub-Section (3)(m) of Section 134 of the Companies
Act, 2013, read with the Companies (Accounts) Rules, 2014.
(1) CONSERVATION OF ENERGY:
The average consumption of Electricity per unit in the Financial Year 2022-2023 is NIL.
(2) TECHNOLOGY ABSORPTION: NIL
(3) FOREIGN EXCHANGE EARNINGS AND OUTGO:
Total Exchange used and earned (Rs in Lacs)
Particulars |
2022-23 |
2021-22 |
i Foreign Exchange earned including Direct and Indirect exports |
NIL |
NIL |
ii Foreign Exchange used |
NIL |
NIL |
28. Particulars of Employees and Related Disclosures
There are no employees drawing remuneration in excess of limit set out in terms of the
provisions of Section 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of
the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
Disclosures pertaining to remuneration and other details as required under Section 197(12)
of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 are provided in the Annexure -C.
29. Material changes and commitments affecting the financial position of the Company
between the end of the financial year and the date of the report.
There are no material changes and commitments affecting the financial position of the
Company between the end of financial year and the date of this report.
30. Composition of Audit Committee:
As per the provisions of Section 177(8) of the Companies Act 2013, the composition of
Companys Audit Committee is stated below:
Name of Member |
Directorship of Member |
Designation |
Mr. Arun Dash |
Non- Executive, Independent Director |
Chairman |
Mr.Vasanth Kumar |
Non- Executive, Independent Director |
Member |
Ms. Bagyalakshmi Thirumalai |
Whole time Director |
Member |
31. Deposits
Your Company has not accepted any deposit within the meaning of provisions of Chapter V
of the Act read with the Companies (Acceptance of Deposits) Rules, 2014 for the year ended
March 31, 2023.
32. Appreciation
Your Directors wish to place on record, their deep sense of appreciation to all
employees, for their support and for adopting to the values of the company. The Board also
immensely thank all the Shareholders, Government authorities, bank, customers, business
associates and other Stakeholders for their continued and consistent support to the
Company.
Place: Chennai |
For and on behalf of the Board of Directors |
Date: 01.07.2023 |
|
|
|
Mr. Arun Dash |
Ms. Bagyalakshmi Thirumalai |
|
Director |
Whole time Director |
|
DIN:-07972670 |
DIN: -08186335 |
+91-9892691696
