OTCO International Ltd Directors Report.

Dear Members,

Your Directors have pleasure in presenting the 38th Annual Report of the company together with the Audited statements of Accounts for the year ended March 31, 2019.

1 Financial Results:

A summary of the companys financial results for the financial year 2018-19 is as under:

(Rs in Lacs)
Particulars Year ended 31st March, 2019 Year ended 31st March, 2018
Total Revenue 49 2660
Profit / (loss) before tax (after exceptional item) (68) 176
Tax Expenses (Including Deferred Tax) 0.61 35
Profit / (loss) after tax (69) 141

2. Financial Performance

During the financial year ended 31st March, 2019, your companys revenue was Rs. 49 lakhs as against Rs. 2660 lakhs in the previous period. The net loss for the financial year was Rs. 69 lakhs as against profit of Rs. 141 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, 2019 stood at Rs. 2,59,36,240/- divided into 1,29,68,120 equity shares face value of Rs. 2/- each. During the year under review, your Board of Directors recommended for sub-division of Equity Shares of Rs. 10/- each into 5 (Five) Equity Shares face value of Rs. 2/- each which was approved by the Shareholders through postal ballot on June 26, 2018. Accordingly the Equity Shares of face value of Rs. 10/- each were sub-divided into 5 (Five) Equity Shares of face value of Rs. 2/- each by way of corporate action to the shareholders who held the shares as on the Record Date i.e. July 11, 2018.

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, 2019 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 reappointment 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. Mr. Shaine Sunny Mundaplakkal: Whole time Director (resigned w.e.f 03rd May, 2018)

2. Ms. Chinnamma PullattuMathew: Whole time Director (resigned w.e.f 27th July, 2018)

3. Ms. Bagyalakshmi Thirumalai: Whole time Director (appointment w.e.f 27th July, 2018)

4. Mr. Bikash Dash: Chief Financial officer

5. 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, 2019, 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, 2019, the applicable Accounting Standards have been followed along with proper explanation relating to material departures.

(b) for the financial year ended March 31, 2019, 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, 2019.

(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. Ramasamy& B. Srinivasan, Chartered Accountants, Chennai, (FRN: 002957S) are the statutory auditors of the Company for the year ended March 31, 2019. They were appointed for a period of 5 years commencing from 01st April 2015 to 31st March 2020.

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, 2019. 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. 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.

24. 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.

25. 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.

26. 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 2018-2019 is NIL.

(2) TECHNOLOGY ABSORPTION: NIL

(3) FOREIGN EXCHANGE EARNINGS AND OUTGO:

Total Exchange used and earned

(Rs in Lacs)

Particulars 2018-19 2017-18
i Foreign Exchange earned including Direct and Indirect exports NIL NIL
ii Foreign Exchange used NIL NIL

27. 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.

28. 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.

29. 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. Balakrishnan Ramasubramanian Non- Executive, Independent Director Member
Mr. Subrahmaniya Sivam Ramamurthy Non- Executive, Independent Director Member

30. 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, 2019.

31. Listing with Stock Exchanges

The Companys shares are currently listed in the BSE and the listing fees has been paid till 31st March, 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.

Place: Chennai For and on behalf of the Board of Directors
Date: 27.05.2019 Mr. Subrahmaniya Sivam Ramamurthy Ms. Bagyalakshmi Thirumalai
Director Whole time Director
DIN: -02393209 DIN: - 08186335