OTCO International Ltd Directors Report.

Dear Members,

Your Directors have pleasure in presenting the 39th Annual Report of the company together with the

Audited statements of Accounts for the year ended March 31, 2020.

1. Financial Results:

A summary of the companys financial results for the financial year 2019-20 is as Under:

(Rs in Lacs)
Particulars Year ended 31st March, 2020 Year ended 31st March, 2019
Total Revenue 49 49
8 (68)
Profit / (loss) before tax (after exceptional item)
Tax Expenses (Including Deferred Tax) 0 0.61
Profit / (loss) after tax 8 (69)

2. Financial Performance

During the financial year ended 31st March, 2020, your companys revenue was same as compared to the previous period. The net profit for the financial year was Rs. 8 lakhs as against loss of Rs. 69 lakhs reported in the previous period. However your directors look forward to improve the financial position of the company and are optimistic about the future growth and performance of the company.

3. Dividend:

Due to carry forward of losses of earlier years the directors do not recommend dividend for this year.

4 . Share Capital

The paid up Equity Share Capital as at March 31, 2020 stood at Rs. 2,59,36,240/- divided into 1,29,68,120 equity shares face value of Rs. 2/- each. During the financial year, the company has not issued shares with differential voting rights, employee stock options and sweat equity shares.

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 . Extract of Annual Return

Pursuant to the provisions of Section 134(3)(a) of the Companies Act, 2013, Extract of the Annual Return for the financial year ended March 31, 2020 made under the provisions of Section 92(3) of the Act is enclosed as Annexure-A which forms an integral part of this Report and also available on the company website viz. www.otcointernational.in.

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-B to this report.

9. Directors

In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Companys Articles of Association, Ms. Bagyalakshmi Thirumalai, Director retires by rotation at the forthcoming Annual General Meeting and, being eligible, offers herself for re-appointment. The Board recommends her re-appointment for the consideration of the Members of the Company at the ensuing Annual General Meeting. Brief profile of Ms. Bagyalakshmi Thirumalai has been given in the Notice convening the Annual General Meeting.

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 maximum interval between any two meetings did not exceed 120 days, as prescribed in the Companies Act, 2013. 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. Mr. Bikash Dash: Chief Financial officer

3. Mr. Deepak Kumar Dash: 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

Your Company has a dedicated team of Management who has been instrumental in the growth of the business over the years. Your Directors believe that the Company has the potential to further scale up its business volumes and profitability and are in the process of identifying new avenues of growth and effective utilization of its existing resources.

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.otcointernational.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. On March 31, 2020, the Board consisted of 4 members, one of whom is executive and whole time director and three 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, 2020, the applicable Accounting Standards have been followed along with proper explanation relating to material departures.

(b) for the financial year ended March 31, 2020, 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, 2020. (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:

th th

At the 34 Annual General Meeting of the Company held on 26 September, 2015, M/s. C. Ramasamy& B. Srinivasan, Chartered Accountants, Chennai, (FRN: 002957S), were appointed as the Statutory Auditors of the Company to hold office from the conclusion of the

th th

34 Annual General Meeting until the conclusion of the 39 Annual General Meeting of the company to be held on 2020.

Pursuant to the recommendation of the Audit Committee, the Board of Directors have recommended the re-appointment of M/s. C. Ramasamy& B. Srinivasan, as the Statutory

Auditor of the Company for a period of 1(One) year.

In this connection, M/s. C. Ramasamy& B. Srinivasan, Chartered Accountants have submitted their written consent that they are eligible and qualified to be re-appointed as Statutory Auditor of the company in terms of Section 139 of the Companies Act, 2013 and also satisfy the criteria provided in section 141 of the Companies Act, 2013.

The Independent Auditors Report does not contain any qualification, 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, 2020. The Secretarial Audit Report (in Form MR-3) is enclosed as Annexure-C to this Report.

The Secretarial Audit Report does not contain any qualifications, 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 2019-2020 is NIL.

(2) TECHNOLOGY ABSORPTION: NIL

(3) FOREIGN EXCHANGE EARNINGS AND OUTGO:

Total Exchange used and earned

Particulars 2019-20 2018-19
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 - D.

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. BalakrishnanRamasubramanian Non- Executive, Independent Director Member
Mr. Subrahmaniya Sivam Ramamurthy Non- Executive, Independent 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, 2020.

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.

For and on behalf of the Board of Directors

Place: Chennai
Date: 29.05.2020
Mr. Subrahmaniya Sivam Ramamurthy Ms. Bagyalakshmi Thirumalai
Director Whole time Director
DIN: -02393209 DIN: -08186335

 

ANNEXURE A TO THE DIRECTORS REPORT

FORM NO. MGT 9

EXTRACT OF ANNUAL RETURN

As on financial year ended on 31.03.2020

Pursuant to Section 92 (3) of the Companies Act, 2013 and Rule 12(1) of the Company (Management & Administration) Rules, 2014.

I. REGISTRATION & OTHER DETAILS:

1. CIN L17114KA2001PLC028611
2. Registration Date 25/03/1981
3. Name of the Company OTCO INTERNATIONAL LIMITED
4. Category/Sub-category of the Company Public Company
5. Address of the Registered office & 1/1,21st Cross, C.M.H Road, Lakshmipuram,
contact details Halasuru, Bangalore-560008, Karnataka, India.
Email: info@otcointernational.in
Website: www.otcointernational.in
6. Whether listed Company

Listed Company

7. Name, Address & contact details of the Integrated Registry Management Services Private Limited
(Formerly a part of Integrated Enterprises (India) Ltd,)
Registrar & Transfer Agent, if any.
#30, Ramana Residency, 4th Cross, Sampige Road,
Malleswaram, Bangalore-560 003, Karnataka.
Phone: +91 80 23460815

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY (All the business Activities

contributing 10 % or more of the total turnover of the Company shall be stated)

S. No. Name and Description of main products / services NIC Code of the Product/service % to total turnover of the Company
1 Consultancy & Real Estate Services 620 100%

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES -

S. No. NAME AND ADDRESS OF THE COMPANY CIN/GLN HOLDING/ SUBSIDIARY / ASSOCIATE % of shares held Applicable Section
1 NOT APPLICABLE

IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)

i) Category-wise Share Holding

Category of Shareholders No. of Shares held at the beginning of the year [As on 31-March-2019] No. of Shares held at the end of the year [As on 31-March-2020] % Change during the year
Demat Physical Total % of Demat Physical Total % of
Total Total
Shares Shares
A. Promoters
(1) Indian
a) Individual/ HUF 96,24,085 0 96,24,085 74.21 96,24,085 0 96,24,085 74.21 Nil
b) Central Govt Nil Nil Nil Nil Nil Nil Nil Nil Nil
c) State Govt(s) Nil Nil Nil Nil Nil Nil Nil Nil Nil
d) Bodies Corp. Nil Nil Nil Nil Nil Nil Nil Nil Nil
e) Banks / FI Nil Nil Nil Nil Nil Nil Nil Nil Nil
f) Any other Nil Nil Nil Nil Nil Nil Nil Nil Nil
Total shareholding
of Promoter (A) 96,24,085 0 96,24,085 74.21 96,24,085 0 96,24,085 74.21 Nil
B. Public
Shareholding
1. Institutions
a) Mutual Funds Nil Nil Nil Nil Nil Nil Nil Nil Nil
b) Banks / FI
Nil Nil Nil Nil Nil Nil Nil Nil Nil
c) Central Govt
Nil Nil Nil Nil Nil Nil Nil Nil Nil
d) State Govt(s)
Nil Nil Nil Nil Nil Nil Nil Nil Nil
e) Venture Capital
Nil Nil Nil Nil Nil Nil Nil Nil Nil
Funds
f) Insurance
Companies Nil Nil Nil Nil Nil Nil Nil Nil Nil
g) FIIs
Nil Nil Nil Nil Nil Nil Nil Nil Nil
h) Foreign Venture
Nil Nil

Nil

Nil

Nil Nil

Nil

Nil

Nil
Capital Funds
i) Others (specify) Nil Nil Nil Nil Nil Nil Nil Nil Nil
Sub-total (B)(1):- Nil Nil Nil Nil Nil Nil Nil Nil Nil
2. Non-Institutions
a) Bodies Corp.
1,30,500 30,850 1,61,350 1.24 1,64,447 57,215 2,21,662 1.70 0.46
i) Indian
ii) Overseas Nil Nil Nil Nil Nil Nil Nil Nil Nil
b) Individuals
i) Individual shareholders holding nominal share capital uptoRs. 1 lakh 8,74,057 4,85,115 13,59,172 10.48 9,12,445 4,15,560 13,28,005 10.24 (0.24)
ii) Individual shareholders holding nominal share capital in excess of Rs 1 lakh 15,71,444 2,47,500 18,18,944 14.02 15,42,845 2,47,500 17,90,345 13.80 (0.22)
c) Others (specify)
Non Resident Indians 3,983 0 3,983 0.03 3,983 0 3,983 0.03 0.00
Foreign Nationals Nil Nil Nil Nil Nil Nil Nil Nil Nil
Clearing Members 586 0 586 0.00 40 0 40 0.00 0.00
Trusts
Nil Nil Nil Nil Nil Nil Nil Nil Nil
25,80,570 7,63,465 33,44,035 25.79 26,23,760 7,20,275 33,44,035 25.79 Nil
Sub-total (B)(2): -
Total Public
25,80,570 7,63,465 33,44,035 25.79 26,23,760 7,20,275 33,44,035 25.79 Nil
Shareholding
(B)=(B)(1) + (B)(2)
C. Shares held by
Nil Nil Nil Nil Nil Nil Nil Nil Nil
Custodian for GDRs
& ADRs
Grand Total
1,22,04,655 7,63,465 1,29,68,120 100 1,22,47,845 7,20,275 1,29,68,120 100 Nil
(A+B+C)

(ii) Shareholding of Promoter-

S N Shareholders Name Shareholding at the beginning of the year Shareholding at the end of the year % change in shareholding during the year
No. of Shares % of total Shares of the Company %of Shares Pledged / encumbered to total shares No. of Shares % of total Shares of the Company % of Shares Pledged / encumbered to total shares
1.
Mr. Pradeep Kumar Panda 9624085 74.21 Nil 9624085 74.21 Nil Nil
Total 9624085 74.21 Nil 9624085 74.21 Nil Nil

iii) Change in Promoters Shareholding: - NO CHANGE

SN Particulars Shareholding at the beginning of the year Cumulative Shareholding during the year
No. of shares % of total shares of the Company No. of shares % of total shares of the Company
1. Mr. Pradeep Kumar Panda
At the beginning of the year

NIL

NIL NIL

NIL

Date wise increase in Promoters Shareholding during the year specifying the reasons for increase / decrease .(e.g. allotment / No transaction during the year transfer / bonus / sweat equity, etc):
At the end of the year NIL NIL NIL NIL

IV) Shareholding Pattern of top ten Shareholders:

(Other than Directors, Promoters and Holders of GDRs and ADRs):

For Each of the Top 10 Shareholding at the beginning of the year Cumulative Shareholding during the year
Shareholders No. of shares % of total shares of the Company No. of shares % of total shares of the Company
MALTILATA SAHOO
At the beginning of the year 375366 2.894 375366 2.894
At the end of the year 375366 2.894 375366 2.894
SUVENDRA KUMAR PANDA
At the beginning of the year 254230 1.960 254230 1.960
At the end of the year 234126 1.805 234126 1.805
ANAM CHARAN SAHU
At the beginning of the year 245000 1.889 245000 1.889
At the end of the year 245000 1.889 245000 1.889
RAMAKANT PADHI
At the beginning of the year 204315 1.575 204315 1.575
At the end of the year 204315 1.575 204315 1.575
UMAKANTA PADHI
At the beginning of the year 202768 1.563 202768 1.563
At the end of the year 202768 1.563 202768 1.563
BHARATI PADHI
At the beginning of the year 193640 1.493 193640 1.493
At the end of the year

193640

1.493 193640 1.493
RATIKANT PADHI
At the beginning of the year 96125 0.741 96125 0.741
At the end of the year 96125 0.741 96125 0.741
RYAN LOBO
At the beginning of the year 61875 0.478 61875 0.478
At the end of the year 61875 0.478 61875 0.478
TRISHA LOBO
At the beginning of the year 61875 0.478 61875 0.478
At the end of the year 61875 0.478 61875 0.478
NEIL LOBO

V) Shareholding of Directors and Key Managerial Personnel: NIL

SN Shareholding of each Directors and each Key Managerial Personnel Shareholding at the beginning of the year Cumulative Shareholding during the year
No. of shares % of total shares of the Company No. of shares % of total shares of the Company
At the beginning of the year

NIL

NIL NIL NIL
Date wise details
At the end of the year NIL NIL NIL NIL

VI) INDEBTEDNESS - Indebtedness of the Company including interest outstanding/accrued but

not due for payment.

Secured Loans excluding deposits Unsecured Loans Deposits Total Indebtedness
Indebtedness at the beginning of the financial
year
i) Principal Amount Nil 2,15,17,538.00 Nil 2,15,17,538.00
ii) Interest due but not paid Nil Nil Nil Nil
iii) Interest accrued but not due Nil Nil Nil Nil
Total (i+ii+iii) Nil Nil Nil Nil
Change in Indebtedness during the financial year
* Addition

Nil

1,57,724.00 Nil 1,57,724.00
Nil Nil Nil
* Reduction

Nil

Net Change Nil 1,57,724.00 Nil 1,57,724.00
Indebtedness at the end of the financial year
i) Principal Amount Nil 2,16,75,262.00 Nil 2,16,75,262.00
ii) Interest due but not paid Nil Nil Nil Nil
iii) Interest accrued but not due Nil Nil Nil Nil
Total (i+ii+iii) Nil 2,16,75,262.00 Nil 2,16,75,262.00

VII. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL-

A. Remuneration to Managing Director, Whole-time Directors and/or Manager: (Amount in Rupees)

SN. Particulars of Remuneration Name of WTD Total Amount
Ms. Bagyalakshmi Thirumalai
1 Gross salary (Amount in Rs.) 2,71,009 2,71,009
(a) Salary as per provisions contained in 2,71,009 2,71,009
Section 17(1) of the Income-tax Act, 1961
(b) Value of perquisites u/s 17(2) Income-

Nil

Nil
tax Act, 1961
(c) Profits in lieu of salary under Section Nil Nil
17(3) Income- tax Act, 1961
2 Stock Option Nil Nil
3 Sweat Equity Nil Nil
4 Commission Nil Nil
- as % of profit
- others, specify…
5 Others, please specify Nil Nil
Total (A) 2,71,009 2,71,009
Ceiling as per the Act ? . 60,00,000 p.a ? . 60,00,000

B. Remuneration to other directors

SN Particulars of Remuneration Name of Directors Total Amount
.
Subrahmaniya Sivam Ramamurthy Arun Dash Balakrishnan Ramasubramanian
1 Independent Nil Nil Nil Nil
Directors
Fee for attending board committee meetings 40,000 40,000 40,000 1,20,000
Commission Nil Nil Nil Nil
Others, please specify Nil Nil Nil Nil
Total (1) 40,000 40,000 40,000 1,20,000
2 Other Non- Nil Nil Nil Nil
Directors
Executive
Fee for attending board committee meetings Nil Nil Nil Nil
Commission Nil Nil Nil Nil
Others, please specify Nil Nil Nil Nil
Total (2) Nil Nil Nil Nil
Total (B)= (1+2) 40,000 40,000 40,000 1,20,000
Total 40,000 40,000 40,000 1,20,000

C. Remuneration to Key Managerial Personnel other than MD / Manager/ WTD

SN Particulars of Remuneration Key Managerial Personnel
(Amount in Rupees)
CEO CS CFO Total
Deepak Kumar Dash Bikash Dash
1 Gross salary (in Rs.) Nil 4,35,754 2,92,020 7,27,774
(a) Salary as per provisions contained in Section 17(1) of the Income-tax Act, 1961 Nil 4,35,754 2,92,020 7,27,774
(b) Value of perquisites u/s 17(2) Nil Nil Nil Nil
Income-tax Act, 1961
(c) Profits in lieu of salary under Nil Nil Nil Nil
Section 17(3) Income-tax Act, 1961
2 Stock Option Nil Nil Nil Nil
3 Sweat Equity

Nil

Nil

Nil

Nil

4 Commission

Nil

Nil

Nil

Nil

- as % of profit

Nil

Nil

Nil

Nil

others, specify…

Nil

Nil

Nil

Nil

5 Others, please specify

Nil

Nil

Nil

Nil

Total

Nil

4,35,754

2,92,020

7,27,774

VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES:

Type Section of the Companies Act/SEBI Regulation Brief Description Details of Penalty / Punishment/ Compounding fees imposed Authority [RD / NCLT/ COURT/SEBI] Appeal made, if any (give Details)
A. COMPANY
Penalty Nil Nil Nil Nil Nil
Punishment Nil Nil Nil Nil Nil
Compounding Nil Nil Nil Nil Nil
B. DIRECTORS
Nil Nil
Penalty

Nil

Nil

Nil

Nil Nil
Punishment

Nil

Nil

Nil

Compounding Nil Nil Nil Nil Nil
C. OTHER OFFICERS IN DEFAULT
Penalty Nil Nil Nil Nil Nil
Punishment Nil Nil Nil Nil Nil
Compounding Nil Nil Nil Nil Nil

ANNEXURE B TO THE DIRECTORS REPORT MANAGEMENT DISCUSSION AND ANALYSIS

Pursuant to Listing Regulation of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 aligned with Companies Act, 2013, this reports presents the summary of financial performance of the company and the companys vision and strategy to help in understanding the operational and financial results in better lights.

During the year 2019-20, the company could not get lot of business. The management hopes that in the coming years the company would get more business and the same would be reflected in coming financial year.

The company continues to look for projects which are potential and implementable with its resources and, if found, would undertake the same to create a sustaining platform for the company for its future growth.

Business Segment:

The Company is into the business of Consultancy services and real estate services. The company operates mainly in Indian Market.

Financial performance:

Your company total income almost same as compared to last year. The total income of company Rs. 49 lacs in FY 2019-20 and our profit after tax increased from loss of Rs. (69) lacs to profit of Rs. 8 Lacs. The company is in the business of management consultancy services and there was not much business during the year 2019-20.

Competition:

The company has to face stiff competition for its consultancy and real estate business.

Risk and Concerns:

The Company recognizes the importance of well-structured system to identify and manage the different elements of risk. The management team of the company regularly identifies reviews and assesses risks involved in its various business activities and work out guidelines for mitigating the same.

Human Resources:

Your Directors want to place on record their appreciation for the contribution made by employees at all levels, who through their steadfastness, solidarity and with their co-operation and support have made it possible for the Company to achieve its current status.

Cautionary Statement:

The management discussion and analysis report describing the Companies objectives, projections, expectations or predictions may be forward looking within the meaning of applicable laws and regulations. Actual results may differ materially from those expressed in the statement.

ANNEXURE C TO THE DIRECTORS REPORT

Form No. MR-3

SECRETARIAL AUDIT REPORT

st

FOR THE FINANCIAL YEAR ENDED 31 March, 2020

 

[Pursuant to section 204(1) of the Companies Act, 2013 and rule No.9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]

To,

The Members,

OTCO International Limited, CIN: L17114KA2001PLC028611

st

1/1,21 Cross, C.M.H Road, Lakshmipuram, Halasuru, Bangalore-560008, Karnataka, India.

I have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by OTCO International Limited (hereinafter called the company). Secretarial Audit was conducted in a manner that provided me a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing my opinion thereon.

Based on my verification of the OTCO International Limited books, papers, minute books, forms and returns filed and other records maintained by the company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, I hereby report that in my opinion, the company has, during the audit period covering the financial year

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ended on 31 March, 2020 complied with the statutory provisions listed hereunder and also that the Company has proper board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

I have examined the books, papers, minute books, forms and returns filed and other records maintained

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by OTCO International Limited ("the Company") for the financial year ended on 31 March, 2020 according to the provisions of:

(i) The Companies Act, 2013 (the Act) and the rules made there under;

(ii) The Securities Contracts (Regulation) Act, 1956 (SCRA) and the rules made thereunder; (iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;

(iv) Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings; (v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (SEBI Act): -(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011; (b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015; (c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018; - Not applicable as the company has not issued any securities during the financial year under review. (d) The Securities and Exchange Board of India (Share based Employee Benefits) Regulations, 2014; - Not applicable as the Company has not granted any Options to its employees during the financial year under review;

(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008; - Not applicable as the Company has not issued any debt securities during the financial year under review; (f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client; (g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009; and (h) ) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018; -

Not applicable as the Company has not bought back any of its securities during the financial year under review.

I have also examined compliance with the applicable clauses of the following:

(i) Secretarial Standards issued by The Institute of Company Secretaries of India.

(ii) The Listing Agreement as per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 entered into by the Company with BSE Limited,

During the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above.

I further report that

1. The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors including atleast one woman Director. There were no changes in the composition of the Board of Directors took place during the period under review in compliance with the provisions of the Act.

2. Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the Meeting.

3. There are adequate systems and processes in the company commensurate with the size and operations of the company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

4. During the period under audit, the company has received show cause notice under Section 124(7) of the companies Act, 2013 read with Rule 6 of Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules 2016 and the company has transferred shares to IEPF Authority against whose amounts were unpaid /unclaimed and also filed necessary form with ROC.

Place: Chennai
Date: 29.05.2020 Name of Company Secretary in practice: V. NAGARAJAN
FCS No. 5626
UDIN: FOO5626B000292748 CP No.: 3288

ANNEXURE D TO THE DIRECTORS REPORT

DISCLOSURE IN DIRECTORS REPORT PURSUANT TO SECTION 197(12) OF THE COMPANIES ACT, 2013 READ WITH COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL), RULES, 2014

Sr no Requirements Disclosure
1. The ratio of the remuneration of each director to the median remuneration of the employees of the Company for the financial year 2019-20 Name of the Director Ratio
Mr. Subrahmaniya Sivam Ramamurthy NA
Mr. BalakrishnanRamasubramanian NA
Mr. Arun Dash NA
Ms. Bagyalakshmi Thirumalai 0.97
2. The percentage increase in remuneration of each Name of the Director/KMP % Increase in remuneration
Director, Chief Financial Officer and Mr. Subrahmaniya Sivam Ramamurthy NA
Company Secretary in the financial year Ms. Bagyalakshmi Thirumalai NA
Mr. BalakrishnanRamasubramanian NA
Mr. Arun Dash NA
Mr. Bikash Dash – CFO NA
Mr. Deepak Kumar Dash – CS NA
3. The percentage increase/decrease in the median
remuneration of employees in the : (0.15)
Financial year
4. The number of permanent employees on the : 8
rolls of company.
5. Average percentage increase/ decrease already made : Average decrease in remuneration is (0.11) for
in the salaries of employees other than the managerial employees other than Managerial Personnel and NIL for Managerial Personnel
personnel in the last financial year and its
comparison with the percentage increase in the
managerial remuneration and justification thereof
and point out if there are any exceptional circumstances for increase in the managerial remuneration.
6. Affirmation that the remuneration is as per the : Yes, it is confirmed.
Remuneration Policy of the Company

Notes: Managerial Personnel includes whole time Director, Company secretary and CFO.