TO THE SHAREHOLDERS
The directors have pleasure in presenting the Directors Report and the audited accountsfor the year ended 31st March 2017.
The Company's Financial Performance for the financial year ended on 31stMarch 2017 under review along with previous year figures are given hereunder:
|PARTICULARS ||2016-17 ||2015-16 |
|Total Income ||482003065.82 ||692239226.30 |
|Profit before tax ||1882726.33 ||2064197.00 |
|Profit /(Loss) after tax ||1299982.33 ||1344778.00 |
|Profit/(Loss) b/f from previous period ||27140800.38 ||25773112.38 |
|Prior period adjustment ||(2870.00) ||22910.00 |
|Profit for Appropriation Sub Total (A) ||1299982.33 ||1344778.00 |
|Transfer to General Reserve ||0.00 ||0.00 |
|Proposed Dividend ||0.00 ||0.00 |
|Tax on Dividend ||0.00 ||0.00 |
|Sub Total (B) ||0.00 ||0.00 |
|Balance carried to Balance sheet (A-B) ||0 ||0 |
CORPORATE SOCIAL RESPONSIBILITY:
The Company has not developed and implemented any Corporate Social Responsibilityinitiatives as the provisions of Section 135 of the Companies Act 2013 are notapplicable to the company.
At the AGM held on 30th August 2014 BPN & Co. Chartered Accountantswere appointed as Statutory Auditors of the Company to hold office till the conclusion ofthe Annual General Meeting to be held in the Calendar year 2019. In terms of the firstproviso to Section 139 of the Companies Act 2013 the appointment of the auditors shallbe placed for ratification at every Annual General Meeting. Accordingly the appointmentof BPN & Company Chartered Accountant as the Statutory Auditors of the Company isplaced for ratification by the Members.
The Company has obtained necessary certificate under Section 141 of the Companies Act2013 from the auditor conveying their eligibility for the above appointment. The auditcommittee and board reviewed their eligibility criteria as laid down under Section 141 ofthe Companies Act 2013 and recommended their appointment as auditors for the aforesaidperiod.
EXPLANATION OR COMMENTS ON QUALIFICATIONS RESERVATIONS OR ADVERSE REMARKS ORDISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS
There was no qualification reservation or adverse remark made by the Auditors in theirreport.
The Secretarial Audit Report made by practicing company secretary contains noqualification reservation or adverse remark
As per Section 152 of the Companies Act 2013 Mr. Satish Kumar Goyal Whole TimeDirector of the Company will retire by rotation at the Annual General Meeting and beingeligible offer himself for re-appointment.
DISCLOSURE OF REMUNERATION OF EMPLOYEES COVERED UNDER RULE 5(2) OF THE COMPANIES(APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES 2014:
None of the employee of your company who was employed throughout the financial yearwas in receipt of remuneration in aggregate of sixty lakh rupees or more or if employedfor the part of the financial year was in receipt of remuneration of five lakh rupees ormore per month.
Your Directors have not recommended any dividend on equity shares for the year underreview. As mentioned earlier the directors are not recommending any dividend for the yearunder review.
TRANSFER TO RESERVES & SURPLUS
The Company has not transferred any amount to reserves for the year.
The Company has transferred 12.97 Lacs to reserves and surplus for the year underscrutiny and aggregate balance of reserves and surplus is Rs. 237532910.71/- as on 31stMarch 2017. The aggregate balance of reserve & surplus as on 31st March2016 was Rs. 236235800.38/-.
MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANYOCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS RELATEAND THE DATE OF THE REPORT
Material changes and commitments affecting the financial position of the Companyoccurred between the end of the financial year to which this financial statement relateand on the date of this report. An Open Offer for acquisition of 2397500 Equity Sharesfrom the shareholders of O.P. Chains Limited (hereinafter referred to as"Target" or "Target Company" or "OPCL") by Mr. Om PrakashAgarwal Mr. Satish Kumar Goyal and Mr. Ashok Kumar Goyal (hereinafter collectivelyreferred to as "the Acquirers") ("Offer") took place. The details ofOpen Offer are as follows:
|S. No ||Particulars ||Details |
|1. ||Name of the Target Company ||O.P. Chains Limited |
|2. ||Name of the Acquirer ||Mr. Om Prakash Agarwal Mr. Satish Kumar Goyal and Mr. Ashok Kumar Goyal |
|3. ||Name of the Persons acting in concert with Acquirer (PAC(s)) ||NA |
|3. ||Name of the Manager to the Offer ||Sobhagya Capital Options Limited |
|4. ||Name of the Registrar to the Offer ||Bigshare Services Private Limited |
|5. ||Offer Detail || |
|a. ||Date of Opening of the Offer ||Friday April 07 2017 |
|b. ||Date of Closure of the Offer ||Friday April 21 2017 |
|6. ||Date of Payment of Consideration ||Monday May 08 2017* |
* In terms of the Letter of Offer dated May 08 2017 this is the last date by whichall requirements including payment of consideration would be completed.
|SI. No. ||Particulars ||Proposed in the Offer Document ||Actual |
|7.1 ||Offer Price (A) ||Rs. 25.55 per equity share ||Rs. 25.55 per equity share |
|7.2 ||Interest Payment ||Not Applicable ||Not Applicable |
|7.3 ||Aggregate number of shares tendered (B) ||Not Applicable ||60000 |
|7.4 ||Aggregate number of shares accepted (C) ||2397500** ||60000 |
|7.5 ||Size of the Offer (Number of shares accepted multiplied by offer price per share) (A * C) ||Rs. 61256125** ||Rs.1533000 |
|7.6 ||Shareholding of the Acquirers before Agreements/ Public ||2648100 ||2708100 |
| ||Announcement (Number & percentage) ||(38.66%) ||(39.53%) |
|7.7 ||Shares Acquired by way of Agreements || || |
| ||Number ||Nil ||NA |
| ||% of Fully Diluted Equity || || |
| ||Share Capital || || |
| || ||Nil ||NA |
|7.8 ||Shares Acquired by way of Open Offer || || |
| ||Number ||2397500** ||60000 |
| ||% of Fully Diluted Equity || || |
| ||Share Capital ||35%** ||0.88% |
|7.9 ||Shares acquired after Detailed || || |
| ||Public Statement || || |
| ||Number of shares acquired || || |
| || ||Nil ||130000*** |
| ||Price of the shares acquired || || |
| || ||Not Applicable ||20.00 |
| ||% of the shares acquired || || |
| || ||Nil ||1.89 |
|7.10 ||Post offer share holding of Acquirer || || |
| ||Number ||5052600**** ||2708100 |
| ||% of Fully Diluted Equity || || |
| ||Share Capital ||73.76%** ||39.53% |
|7.11 Pre & Post offer shareholding of the Public**** ||Pre-Offer ||Post Offer** ||Pre-Offer ||Post Offer |
|Number || || || || |
| ||4194900 ||1797400 ||4194900 ||4134900 |
|% of Fully Diluted Equity Share Capital ||61.24% ||26.24 ||61.24% ||60.36% |
** Assuming full acceptance in the offer.
*** Mr. Ashok Kumar Goyal (Acquirer) has acquired 130000 shares of Target Company fromOpen Market on 16.02.2017.
**** Pre offer shareholding is as on the identified date i.e. Wednesday March 22 2017and Post offer shareholding is as on Monday May 08 2017; Public Shareholders meanshareholders other than the Acquirers.
**** Smt. Heera Devi Part of Promoter Group has acquired 80000 Equity shares of theTarget Company during the offer period due to which company has violated the provisions ofChapter V of SEBI (SAST) Regulation 2011. Further in this regard Target Companyundertakes that it will comply with the Regulation 7 (4) of SEBI (SAST) regulations 2011accordingly. Further in this regard SEBI may initiate appropriate action against thePromoters in terms of SEBI (SAST) Regulation 2011 and provisions of the SEBI Act for thesame.
The Letter of Offer Detailed Public Statement Corrigendum to Detailed PublicStatement Prior Offer Advertisement and Post Offer Advertisement will also be availableon the SEBI website at www.sebi.gov.in and website of manager to the offerwww.sobhagyacapital.com and at the Registered Office of the Target Company i.e. 8/16 ASeth Gali Agra-282003 Uttar Pradesh India.
DETAILS OF SIGNIFICANT MATERIAL ORDERS PASSED BY THE REGULATORS / COURTS / TRIBUNALIMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATION IN FUTURE
There are no significant material orders passed by the Regulators / Courts / Tribunalwhich would impact the going concern status of the Company and its future operations.Hence disclosure pursuant to Rule 8 (5) (vii) of Companies (Accounts) Rules 2014 is notrequired.
LISTING OF SHARES
The Company's shares are Listed on SME Platform of BSE Limited.
EXTRACT OF ANNUAL RETURN
Pursuant to sub-section 3 (a) of Section 134 and sub-section (3) of Section 92 of theCompanies Act 2013 read with Rule 12 of the Companies (Management and Administration)Rules 2014 an extract of the Annual Return as at 31st March 2017 forms part of thisreport as Annexure I.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES MADE PURSUANT TOSECTION 188 OF THE COMPANIES ACT 2013
There were contract or arrangements made with related parties as defined under Section188 of the Companies Act 2013 during the year under review. Details of which are given asbelow:
STATE OF COMPANY'S AFFAIRS
The Company is engaged in the activities of Trading of Precious and Non-Preciousmetals.
Company is committed to focus on good Corporate Governance in line with emerging Localand Global Standards. Company understands and respects its fiduciary role in the corporateworld and besides adhering to the prescribed corporate practices it voluntarily governsitself as per the highest standards of corporate governance. Strong governance practiceshas earned for it recognition and has strengthened its bond of trust not only with thestakeholders but with the society at large. We are committed to defining following andpracticing the highest level of corporate governance across all our business functions.Our corporate governance is a reflection of our value system encompassing our culturepolicies and relationships with our stakeholders. Integrity and transparency are key toour corporate governance practices and performance and ensure that we retain and gain thetrust of our stakeholders at all times. The compliance Report on Corporate Governancefiled with the Stock Exchanges and a certificate from Auditors of the Company regardingcompliance of the conditions of Corporate Governance as stipulated under Regulation 27 ofthe SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 is attachedas Annexure II' and forms part of Annual report. Declaration by the ManagingDirector inter alia confirming that the members of Board of Directors have affirmedcompliance with the code of conduct of the Board of Directors. Certificate of the CEO andCFO inter alia confirming the correctness of the financial statements compliance withCompanys Code of Conduct adequacy of the Internal Control measures and reporting ofmatters to the Audit Committee in terms of Regulation 27 of Listing Obligation andDisclosure Requirement with the Stock Exchanges is attached in the corporate governanceReport and forms part of Annual report.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
Mr. Satish Kumar Goyal Whole Time Director of the company shall be liable to retire byrotation at the commencement of the ensuing Annual General Meeting and being eligible heoffers himself for re-appointment.
2. DECLARATION BY THE INDEPEDNENT DIRECTORS
The company being listed company fall under the criteria of the provisions of section149 pertaining to the appointment of independent directors .
Independent Director's certify that:
We possess relevant expertise and experience to be an independent directors inthe Company;
We are/were not the promoters of the company or its holding subsidiary orassociate company;
We are not related to promoters / directors / persons occupying managementposition at the board level or level below the board in the company its holdingsubsidiary or associate company;
Apart from receiving director sitting fees / remuneration We have/had nopecuniary relationship / transactions with the company its promoters its directors itssenior management or its holding subsidiary or associate company or their promoters ordirectors during the two immediately preceding financial years or during the currentfinancial;
None of our relatives has or had any pecuniary relationship or transaction withthe company its holding subsidiary or associate company or their promoters ordirectors amounting to 2% or more of its gross turnover or total income or Rs. 50 Lacs orsuch higher amount as may be prescribed whichever is lower during the two immediatelypreceding financial years or during the current financial year;
Neither we nor any of our relatives:
a) holds or has held the position of a key managerial personnel or is or has beenemployee/executive of the company or its holding subsidiary or associate company in anyof the three financial years immediately preceding the financial year;
b) is or has been an employee or proprietor or a partner in any of the three financialyears immediately preceding the financial year of;
a) a firm of auditors or company secretaries in practice or cost auditors of thecompany or its holding subsidiary or associate company; or
b) any legal or a consulting firm that has or had any transaction with the company itsholding subsidiary or associate company amounting to 10% or more of the gross turnover ofsuch firm;
c) holds together with our relatives 2% or more of the total voting power of thecompany; or
d) is a Chief Executive or director by whatever name called of any non profitorganization that receives 25% or more of its receipts from the company any of itspromoters directors or its holding subsidiary or associate company or that holds 2% ormore of the total voting power of the company; or
We are not a material supplier service provider or customer or a lessor orlessee of the company;
We are not less than 21 years of age.
|S/d ||S/d ||S/d |
|Amol Doneria ||Rajesh Kumar Gupta ||Astha Sharma |
|DIN: 06897314 ||DIN: 01048355 ||DIN: 01888937 |