You are here » Home » Companies » Company Overview » O.P Chains Ltd

O.P Chains Ltd.

BSE: 539116 Sector: Others
NSE: N.A. ISIN Code: INE118Q01018
BSE LIVE 10:21 | 30 Nov 15.00 2.50
(20.00%)
OPEN

15.00

HIGH

15.00

LOW

15.00

NSE 05:30 | 01 Jan Stock Is Not Traded.
OPEN 15.00
PREVIOUS CLOSE 12.50
VOLUME 5000
52-Week high 26.50
52-Week low 12.40
P/E 375.00
Mkt Cap.(Rs cr) 10
Buy Price 10.05
Buy Qty 5000.00
Sell Price 0.00
Sell Qty 0.00
OPEN 15.00
CLOSE 12.50
VOLUME 5000
52-Week high 26.50
52-Week low 12.40
P/E 375.00
Mkt Cap.(Rs cr) 10
Buy Price 10.05
Buy Qty 5000.00
Sell Price 0.00
Sell Qty 0.00

O.P Chains Ltd. (OPCHAINS) - Director Report

Company director report

TO THE SHAREHOLDERS

The directors have pleasure in presenting the Directors Report and the audited accountsfor the year ended 31st March 2016.

FINANCIAL PERFORMANCE:

The Company’s Financial Performance for the financial year ended on 31stMarch 2016 under review along with previous year figures are given hereunder:

Particulars 2015-16 2014-15
Total Income 692239226.30 2583493873.60
Profit before tax 2064197.00 2797145.95
Profit /(Loss) after tax 1344778.00 1939052.95
Profit/(Loss) b/f from previous period 25773112.38 22936432.43
Prior period adjustment 22910.00 897627.00
Profit for Appropriation Sub Total (A) 1344778.00 1939052.95
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.

STATUTORY AUDITORS:

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

DIRECTORS

As per Section 152 of the Companies Act 2013 Mr. Ashok Kumar Goyal Director of theCompany will retire by rotation at the Annual General Meeting and being eligible offerhimself 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.

DIVIDEND

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

The Company has not transferred any amount to reserves for the year.

It is not proposed to carry any amount to any reserves from the profits of the Company.Hence disclosure under Section 134 (3) (j) of the companies act 2013 is not required.

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

No 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. However an open offer has been given by Mr. Ashok KumarGoyal. Mr. Satish Kumar Goyal and Mr. Om Prakash Agarwal for the purpose of acquisition ofshares as per SEBI (SAST) Guidelines and no acquisition took place till the date of thereport.

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.

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:

FORM NO. AOC -2

(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) ofthe Companies (Accounts) Rules 2014.

Form for Disclosure of particulars of contracts/arrangements entered into by thecompany with related parties referred to in sub section (1) of section 188 of theCompanies Act 2013 including certain arms’ length transaction under third provisothereto.

1. Details of contracts or arrangements or transactions not at Arm’s length basis.

Particulars Details
Name (s) of the related party & nature of relationship NIL
Nature of contracts/arrangements/transaction NIL
Duration of the contracts/arrangements/transaction NIL
Salient terms of the contracts or arrangements or transaction including the value if any NIL
Justification for entering into such contracts or arrangements or transactions’ NIL
Date of approval by the Board NIL
Amount paid as advances if any NIL
Date on which the special resolution was passed in General meeting as required under first proviso to section 188 NIL

2. *Details of contracts or arrangements or transactions at Arm’s length basis.

Particulars Details
Name (s) of the related party & nature of relationship O P CHAINS CO.
Nature of contracts/arrangements/transaction SALES AND PURCHASE
Duration of the contracts/arrangements/transaction On Going
Salient terms of the contracts or arrangements or transaction including the value if any In the ordinary course of business
Date of approval by the Board 30/04/2016
Amount paid as advances if any NO ADVANCE
Particulars Details
a) Name (s) of the related party & nature of relationship O. P. CHAINS LIMITED
b) Nature of contracts/arrangements/transaction RENT
c) Duration of the contracts/arrangements/transaction On Going
d) Salient terms of the contracts or arrangements or transaction including the value if any In the ordinary course of business
e) Date of approval by the Board 30/04/2016
f) Amount paid as advances if any NO ADVANCE

CAPITAL STRUCTURE

Authorised share capital of the company during the year:

The Authorised Share Capital of the Company is Rs.72500000/- (Rupees Seven Crore andTwenty Five Lakhs only) divided into 7250000 (Seventy Two Lakhs and Fifty Thousand)equity shares of Rs. 10/- each.

There has been a change in the paid-up share capital of the company during the year:Paid-up capital was increased from Rs. 50000000/- (Rupees Five Crore only) divided into5000000 (Fifty Lakhs) equity shares of Rs. 10/- each to Rs. 68500000/- (Rupees SixCrore and Eighty Five Lakhs only) divided into 6850000 (Sixty Eight Lakhs FiftyThousand) equity shares of Rs. 10/- each.

CORPORATE GOVERNANCE

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 and practicing the highest level of corporategovernance across all our business functions. Our corporate governance is a reflection ofour value system encompassing our culture policies and relationships with ourstakeholders. Integrity and transparency are key to our corporate governance practices andperformance and ensure that we retain and gain the trust of our stakeholders at all times.

The compliance Report on Corporate Governance filed with the Stock Exchanges and acertificate from Auditors of the Company regarding compliance of the conditions ofCorporate Governance as stipulated under Regulation 27 of the SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 is attached as ‘Annexure 1 ’ andforms part of Annual report.

Declaration by the CEO inter alia confirming that the members of Board of Directorshave affirmed compliance with the code of conduct of the Board of Directors.

Certificate of the CEO/CFO inter alia confirming the correctness of the financialstatements compliance with Company‘s Code of Conduct adequacy of the InternalControl measures and reporting of matters to the Audit Committee in terms of Regulation 27of Listing Obligation and Disclosure Requirement with the Stock Exchanges is attached inthe corporate governance Report and forms part of Annual report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

1. DIRECTORS

Mr. Ashok Kumar Goyal director of the company shall be liable to retire by rotationat the commencement of the ensuing Annual General Meeting and being eligible he offershimself 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 or such higher amount as may be prescribed whichever is lower during thetwo immediately preceding 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

e) company or that holds 2% or more 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

3. CHANGES IN KEY MANAGERIAL PERSONNEL

The appointment of Key Managerial Personnel is mandatory as per Section 203 of theCompanies Act 2013 as the company fall in the limits as prescribed under section 203 ofCompanies Act 2013.

Name Age (Years) Date of Joining Designation & Educational Qualification Over all experience (in years)
Mr. Ashok Kumar Goyal 51 04 - Dec - 2001 Chairman cum Whole-time director Qualification: B. Com 35
: Mr. Om Prakash Agarwal 72 04 - Dec -2001 Managing Director Qualification: B.Com 50
Mr. Satish Kumar Goyal 48 04 - Dec - 2001 Whole Time Director Qualification: B.Com 30
Mr. Ashok Kumar 53 01- July- 2014 CFO Qualification: B.Com M.Com & LLB 30
Ms. Swapnla Gupta 26 04-Aug-2014 Company Secretary & Compliance Officer Qualification: B.Com & CS 2.5

As per Section 152 of the Companies Act 2013 Mr. Ashok Kumar Goyal Director of theCompany will retire by rotation at the Annual General Meeting and being eligible offerhimself for re-appointment.

During the year the Ministry of Corporate Affairs (MCA) has notified majority of theprovisions inter alia provisions relating to selection manner of appointment rolesfunctions duties re-appointment of independent directors (IDs) and the relevant rulesunder the Companies Act 2013 (the Act2013) and made them effective 1 st April 2014.

The existing composition of the Company's board is fully inconformity with theapplicable provisions of the Act 2013 and Regulation 17 of the SEBI (Listing ObligationAnd Disclosure Requirement) 2015 having the following directors as non-executive IDsnamely Mr. Rajesh Kumar Gupta Mrs. Astha Sharma and Mr. Amol Doneria.

MEETINGS OF THE BOARD OF DIRECTORS

The Board of Directors of the Company met six times during the year on 25-05-20153007-2015 14-09-2015 14-11-2015 19-01-2016 23-02-2016 in respect of which propernotices were given and the proceedings were properly recorded signed and maintained inthe Minutes book kept by the Company for the purpose. The intervening gap between theMeetings was within the period prescribed under the Companies Act 2013

AUDIT COMMITTEE

The company being a listed company falls under the criteria as defined under section177 of the Companies Act 2013 and Rule 6 and 7 of Companies (Meetings of Board and itsPowers) Rules 2014.The company has duly constituted the audit committee with Mr. AmolDoneria (Chairman) Mr. Rajesh Kumar Gupta (Member) and Mr. Ashok Kumar Goyal (Member).

BOARD EVALUATION

The board of directors has carried out an annual evaluation of its own performanceboard committees and individual directors pursuant to the provisions of the Act and thecorporate governance requirements as prescribed by Securities and Exchange Board of India(SEBI) under SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.

The performance of the Board was evaluated by the Board after seeking inputs from allthe directors on the basis of the criteria such as the Board composition and structureeffectiveness of board processes information and functioning development of suitablestrategies and business plans at appropriate time and its effectiveness; etc.

The performance of the committees was evaluated by the board after seeking inputs fromthe committee members on the basis of the criteria such as the composition of committeeseffectiveness/conduct of committee meetings process and procedures followed fordischarging its functions etc.

The Board and the Nomination and Remuneration Committee (NRC) reviewed the performanceof the individual directors on the basis of the criteria such as developing andmanaging/executing business plans operational plans risk management and financialaffairs of the organization and the contribution of the individual director to the Boardand committee meetings like preparedness on the issues to be discussed meaningful andconstructive contribution and inputs in meetings etc. In addition the Chairman was alsoevaluated on the key aspects of his role like demonstration of leadership qualitiesManaging relationship with the members of the Board and management etc.

In a separate meeting of independent Directors performance of non-independentdirectors performance of the board as a whole and performance of the Chairman wasevaluated taking into account the views of executive directors and non-executivedirectors and also the quality quantity and timeliness of flow of information between thecompany management and the Board that is necessary for the Board to effectively andreasonably perform their duties. The same was discussed in the board meeting that followedthe meeting of the independent Directors at which the performance of the Board itscommittees and individual directors was also discussed.

The performance evaluation of Independent Directors was done by the entire Board and inthe evaluation the Director who was subject to evaluation did not participate. On thebasis of performance evaluation done by the Board it shall be determined whether toextend or continue their term of appointment as and when their respective term expires.

Directors' Responsibility Statement

Pursuant to Section 134(5) of the Companies Act 2013 the board of directors to thebest of their knowledge and ability confirm that:—

i. that in the preparation of annual accounts for the financial year ended 31st March2016 the applicable Accounting Standards had been followed and that there were nomaterial departures;

ii. that the directors had selected such accounting policies and applied themconsistently and made judgments and estimates that were reasonable and prudent so as togive a true and fair view of the state of affairs of the Company at the end of thefinancial year and of the profit of the Company for the year under review;

iii. that the directors had taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Act for safeguardingthe assets of the Company and for preventing and detecting fraud and other irregularities;and

iv. that the directors had prepared the accounts for the financial year ended 31stMarch 2016 on a "going concern basis".

v. that the directors had devised proper systems to ensure compliance with theprovisions of all the applicable laws.

SECRETARIAL AUDITORS

As required under Section 204 of the Act 2013 and the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 the Company is required to appoint aSecretarial Auditor for auditing the secretarial and related records of the Company and toprovide a report in this regard for this purpose M/s N.K. Rastogi & Associates wasappointed as the secretarial auditor of the company.

RISK MANAGEMENT

The Board of the Company has evaluated a risk management to monitor the risk managementplan for the Company. The audit committee has additional oversight in the area offinancial risks and controls. Major risks identified by the businesses and functions aresystematically addressed through mitigating actions on a continuing basis.

The development and implementation of risk management has been covered in themanagement discussion and analysis which forms part of annual report.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIESACT 2013

The particulars of Loans guarantees or investments made under Section 186 arefurnished hereunder :

Details of Loans:

Date of making loan Details of Borrower Amount Purpose for which the loan is to be utilized by the recipient Time period for which it is given Date of BR Date of SR (if reqd) Rate of Interest Security
AS PER THE BALANCESHEET

Details of Investments:-

Date of investment Details of Investee Amount Purpose for which the proceeds from investment is proposed to be utilized by the recipient Date of BR Date of SR (if reqd) Expected rate of return
AS PER THE BALANCESHEET

Details of Guarantee / Security Provided:

Date of providing security/guarante e Details of recipien t Amoun t Purpose for which the security/guarante e is proposed to be utilized by the recipient Dat e of BR Dat e of SR (if any) Commissio n
AS PER THE BALANCESHEET

INTERNAL CONTROL SYSTEM

The Company has a well placed proper and adequate internal control system whichensures that all assets are safeguarded and protected and that the transactions areauthorised recorded and reported correctly. The Company’s internal control systemcomprises audit and compliance by in-house Internal Audit Division supplemented byinternal audit checks. The Company has also appointed an internal auditors to monitor theinternal control system. M/s Ambika Prasad Sharma has been appointed as internal auditorsof the company.

Independence of the audit and compliance is ensured by direct reporting of InternalAudit Division to the Audit Committee of the Board.

FIXED DEPOSITS

During the year under review the Company has not accepted any fixed deposits from thepublic and as on March 31 2016 the Company had no unclaimed deposits or interest thereondue to any depositor.

NATURE OF BUSINESS

There has been no change in the nature of business of the Company during the year.

ENERGY CONSERVATION TECHNOLOGY ABSORPTIONAND FOREIGN EXCHANGE EARNING AND OUTGO.

Information regarding Energy Conservation Technology absorption and Foreign Exchangeearnings and outgo as per Section 134(3)(m) of the Companies Act 2013 read with theCompanies (Accounts) Rule 2014 are given under:

(a) Energy Conservation

Energy consumed during the year does not constitute a significant amount ForeignExchange Earnings and Out Go Export Sales- Nil/- Out Go-Nil

A. CONSERVATION OF ENERGY

i. The Steps Taken Or Impact On Conservation Of Energy:-Nil

ii. The Steps Taken By The Company For Utilizing Alternate Sources Of Energy : Nil

iii. The Capital Investment On Energy Conservation Equipments : Nil

B. TECHNOLOGY ABSORPTION :-

i. The Efforts Made Towards Technology Absorption :-Nil

ii. The Benefits Derived :- Nil

iii. Imported Technology :- Nil

iv. The Expenditure Incurred On Research And Development :- Nil

C. FOREIGN EXCHANGE EARNINGS & OUTGO

Value of Imports : Nil

Expenditure in Foreign Currency : Nil

Value of Imported Raw Material : Nil

Foreign Exchange Earning during the year :Nil

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis of financial condition including the result ofoperations of the Company for the year under review as required under regulation 34 ofthe SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 with the stockexchanges is given as a separate statement in Annual Report.

INDUSTRIAL RELATIONS

The Company maintained healthy cordial and harmonious industrial relations at alllevels. The enthusiasm and unstinting efforts of employees have enabled the Company tomaintain efficiency in the industry. It has taken various steps to improve productivityacross organization.

ACKNOWLEDGMENT

We thank our customers vendors investors and bankers for their continued supportduring the year. We place on record our appreciation of the contribution made by theemployees at all levels. Our consistent growth was made possible by their hard worksolidarity co-operation and support.

We thank the Government of India Ministry of Commerce &Industry Ministry ofCorporate Affairs Ministry of Finance Department of Economic Affairs Customs &Excise Departments Income Tax Department Reserve Bank of India BSE NSE NSDL CDSL andvarious bankers various State Governments and other Government Agencies for theirsupport and look forward to their continued support in the future.

Your Directors appreciate and value the trust imposed upon them by the members of theCompany.

PLACE: Agra For and on behalf of the Board
DATE: 21.08.2016 O. P. Chains Limited

 

Om Prakash Agarwal Ashok Kumar Goyal
Managing Director Wholetime Director