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Octal Credit Capital Ltd.

BSE: 538894 Sector: Financials
NSE: N.A. ISIN Code: INE513C01010
BSE LIVE 12:27 | 28 Apr Stock Is Not Traded.
NSE 05:30 | 01 Jan Stock Is Not Traded.
OPEN 12.40
PREVIOUS CLOSE 12.40
VOLUME 5
52-Week high 14.20
52-Week low 11.88
P/E
Mkt Cap.(Rs cr) 6
Buy Price 11.78
Buy Qty 3.00
Sell Price 12.40
Sell Qty 95.00
OPEN 12.40
CLOSE 12.40
VOLUME 5
52-Week high 14.20
52-Week low 11.88
P/E
Mkt Cap.(Rs cr) 6
Buy Price 11.78
Buy Qty 3.00
Sell Price 12.40
Sell Qty 95.00

Octal Credit Capital Ltd. (OCTALCREDITCAP) - Director Report

Company director report

To The Members Of

OCTAL CREDIT CAPITAL LIMITED

Your Director have pleasure in presenting the 24th Annual Report of theCompany together with Audited Statements of Accounts for the year ended 31stMarch 2016.

FINANCIAL STATEMENT:

(Rs. in Lacs)
Particulars For the Year Ended March 31 2016 For the Year Ended March 31 2015
Revenue from Operation 35.19 39.63
Other Income 3.43 26.14
Total Income 38.62 65.77
Total Expenses 21.69 64.87
Exceptional Item 12.81 --
Profit/(Loss) Before Tax 8.88 0.90
Provision for Taxation -- --
Deferred Tax Asset/(Liability) (0.05) (0.02)
MAT Credit Entitlement -- 0.79
Profit/(Loss) After Tax 8.93 1.67

CHANGE IN NATURE OF BUSINESS:

There has been no change in nature of business of the company during the F.Y.2014-2015.

MATERIAL CHANGES AND COMMITMENTS:

There has been no material changes and commitments affecting the Financial Position ofthe Company which have occurred between the End of Financial Year of the Company to whichthe Financial Statements relate and the date of the report. The Financial Years 2015 16have been full of changes in the regime. SEBI witnessed itself by bringing out majoramendment to listed companies by replacing existing Listing Agreement with SEBI (ListingObligations & Disclosure Requirements) Regulations 2015 effective from 1st December2015 and new Insider Trading Regulation 2015 which was effective from 15th day of May2015 so as to keep a check on dealing by Insiders in the securities of the company. Thuswe find that listed entities are under complete vigilance in case of capital markets.

DIVIDEND:

Your Board of Directors has decided that the funds of the company are required forfuture expansion of the company and so the profits of the company for the year ended on31st March 2016 shall be deployed for the said purpose. The Board has decided not torecommend any dividend for the year ended 31st March 2016.

TRANSFER TO RESERVE:

Your company has transferred Rs. 178551/- to statutory reserve under section 45 IC ofRBI Act 1934 for the year ended 31.03.2016.

CHANGES IN SHARE CAPITAL:

The paid up Equity Share Capital as on 31st March 2016 stood at Rs. 50009000/-.During the year under review the Company has not issued any shares with differentialvoting rights sweat equity shares nor granted any stock options. The company neither cameout with rights bonus private placement and preferential issue.

OPERATIONS & FUTURE OUTLOOK:

The effect of change in companies’ law has in a way made a complete change in law& working of the companies in the whole economy. The companies are now working for thestakeholder benefits as they now believe to strive at a certain place we need to make itbetter place to survive. The regulatory framework has also undergone change. The revisedRBI regulations for NBFCs have been formed with the purpose of strengthening the financialsystem and to bring the norms in line with those of banks. According to RBI one of themain reasons for tighter regulation is to reduce the systematic risk they pose to thefinancial system since they borrow heavily from banks. Prima facie it may appear thatthese reforms will affect the productivity of the NBFCs; however with time they are morelikely to improve NBFCs capacity to endure asset quality shocks and also deal withsystemic risks. Moreover increase in disclosure requirements and corporate governancenorms will have a three-fold effect. It will enhance transparency and increase theresponsibility of the management and further supplement investor awareness.

INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY:

The Company has policy for Internal Financial Control System commensurate with thesize scale and complexity of its operations. Detailed procedural manuals are in place toensure that all the assets are safeguarded protected against loss and all transactionsare authorized recorded and reported correctly. The scope and authority of the InternalAudit (IA) function is defined in the internal financial control policy. The InternalAuditor monitors and evaluates the efficiency and adequacy of Internal Financial controlsystem in the Company its compliance with operating systems accounting procedures andpolicies. To maintain its objectivity and independence the Internal Auditor reports tothe Chairman of the Audit Committee of the Board the internal audit report on quarterlybasis and some are reviewed by the committee. The observation and comments of the AuditCommittee are placed before the board.

DIRECTORS & KEY MANAGERIAL PERSON:

Key Managerial Personnel

Mr. Arihant Patni Whole Time Director (Appointed on 29.03.2016)
Mr. Jhumar Mal Saraogi Whole Time Director (Resigned wef 29.03.2016)
Mr. Shyam Arora Chief Financial Officer
Mrs. Payal Bhutoria Company Secretary

Non-Executive Non Independent Directors

Mr. Dilip Kumar Patni
Mr. Kamal Nayan Jain
Mrs. Vandana Patni
Non-Executive Independent Directors
Mr. Sambhu Nath Jajodia
Mr. Bijay Bagri

Appointment and Resignation:

Pursuant with provisions of Section 196197 of the Companies Act 2013 and the Rulesmade there under and other applicable provisions if any read with Part II Sections I& II Schedule V of the Companies Act 2013 Mr. Arihant Patni (DIN 07210950) wasappointed in the first stance as Additional director and then as the Whole-time Directorof the Company for a period of 5 years from 29th March 2016 to 28thMarch 2021.

The Board received the Notice of resignation from Mr. Jhumar Mall Saraogi dated 21stMarch 2016 from the Directorship of the Company with effect from 29th March 2016. TheBoard accepted the resignation of Mr. Jhumar Mall Saraogi from the Board of the companywith immediate effect.

In accordance with the provisions of the section 152 of Companies Act 2013 and interms of the Memorandum and Articles of Association of the Company Mr. Kamal Nayan Jain(Non-Executive Non Independent Directors) (DIN 01325348) who retires by rotation andbeing eligible offers himself for reappointment at the ensuing Annual General Meeting ofthe company. A brief resume of the Directors proposed to be re-appointed along withadditional information is provided in the notice of Annual General Meeting.

Note: Company Secretary of the Company is out of the country at the time of this boardmeeting dated 30th May 2016 and has sent her apologies for not attending theboard meeting

MEETINGS OF THE BOARD:

The company has duly complied with section 173 of the Companies’ Act 2013. Duringthe year under review 9 (Nine) board meetings were convened and held. The date on whichmeeting were held are as follows :

06.04.201520.04.201529.05.201512.08.201515.10.201514.11.201528.12.201512.02.2016& 29.03.2016 The maximum interval between any two meetings did not exceed 120 days.

FORMAL ANNUAL EVALUATION & INDEPENDENT DIRECTORS MEETING:

During the year the Board has carried out the annual evaluation of its own performanceas well as the evaluation of the working of its Committees and individual Directors. Thisexercise was carried out through a structured questionnaire prepared separately for BoardCommittee and individual Directors on the basis of the various parameters.

Separate exercise was carried out to evaluate the performance of Whole Time Director onbasis of the parameters such as contribution independent judgment effective leadershipto the Board safeguarding of minority shareholders interest etc. Based on set parametersthe performance of the Board various Board

Committees vi z. Audi t Committee Stakeholder s ’Relationship CommitteeNomination and Remuneration

Committee and Independent Directors was carried out and evaluated to be satisfactory.

During the year under review the Independent Directors of your Company carried out theperformance evaluation of Non- Independent Directors and Chairperson at a separate meetingof Independent Director held on 29.09.2015. The Directors were satisfied with theEvaluation Results

MANAGERIAL REMUNERATION:

The statement containing the disclosure as required in accordance with the provisionsof Section 197(12) of the Companies Act 2013 read with rule 5 (1) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 is annexed as AnnexureI. and forms a part of the Board Report. Further none of the employees of the Companyare in receipt of remuneration exceeding the limit prescribed under rule 5 (2) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 so statementpursuant to Section 197(12) of the Companies Act 2013 read with rule 5(2) and 5(3) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 is notrequired to be included.

DETAILS OF SUBSIDIARY / JOINT VENTURES / ASSOCIATE COMPANIES:

Your Company has no Subsidiary Company. Details of Associate Companies during the yearunder review is annexed as Annexure II (i.e. in Form AOC I) and forms part of the BoardReport.

AUDITORS & AUDITORS REPORT:

STATUTORY AUDITORS M/s. Jain Binod & Associates Chartered Accountants wasappointed as Statutory Auditors of the Company for a period of 1 year pursuant to section139(2) of the Companies Act 2013 and rules made thereon in the Annual General Meeting heldon 29th September 2015. Further the Auditors have confirmed their eligibility undersection 141 of the Companies Act 2013 and rules farmed there under. A resolution seekingmember’s consent for the appointment of M/s. Jain Binod & Associates as statutoryAuditor for the F.Y. 2016-2017 is included in the Notice convening the Annual Generalmeeting.

SECRETARIAL AUDITOR: Pursuant to the provisions of Section 204 of the CompaniesAct 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 the Company has appointed Mr. Babu Lal Patni Company Secretary in Practice toundertake the Secretarial Audit of the Company. The Report of the Secretarial Audit Reportis annexed herewith as Annexure III.

INTERNAL AUDITOR: Pursuant to the provisions of Section 138 of the Companies Act2013 and The Companies (Accounts) Rules 2014 the Company has appointed M/s. Amresh Jain& Co. to undertake the Internal Audit of the Company for 2 years i.e for the F.Y.2015-2016 & 2016-17. There stood no adverse finding & reporting by the InternalAuditor in the Internal Audit Report for the year ended 31st March 2016.

AUDITOR REPORTS

There are no qualifications reservation or adverse remarks made by M/s. Jain Binod& Associates the statutory Auditor in their report and by Mr. Babu Lal PatniCompany Secretary in practice in their Secretarial Audit Report.

The statutory Auditor have not reported any incident of fraud to the Audit committee ofthe company in the year under review.

COMMITTEES:

i) AUDIT COMMITTEE:

The Audit Committee of the Board of Directors oversees the Financial Statements andFinancial Reporting before submission to the Board. The Audit Committee is responsible forthe recommendation of the appointment remuneration performance and oversight of the workof the Internal and Statutory Auditors. It reviews the Reports of the Internal Auditorsand Statutory Auditors. The Senior Management Personnel are invited to the meetings of theAudit Committee along with the Head of Internal Audit. At present there are threeMembers of the Audit Committee.

The composition of the Audit Committee is given below:

S.No. Name of Member Category
1 Mr. Sambhu Nath Jajodia Chairman Independent Non Executive
2 Mr. Bijay Bagri Independent Non Executive
3 Mr. Dilip Kumar Patni Non Independent Non - Executive

ii) NOMINATION AND REMUNERATION COMMITTEE:

The committee’s constitution and terms of reference are in compliance withprovisions of section 178 of Companies Act 2013 read with Regulation 19 of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015. The functions of thisCommittee include identification of persons who are qualified to become Directors and whomay be appointed as Senior Management formulation of criteria for determiningqualifications positive attributes independence recommendations of their appointmentsto the Board evaluation of every Director’s performance formulation of RemunerationPolicy to include recommendation of remuneration for Directors Key Managerial Personneland Senior Management.

At present there are Three Members of the Nomination and Remuneration Committee inwhich Two are Independent Directors.

The composition of the Nomination And Remuneration Committee is given below:

S.No. Name of Member Category
1 Mr. Sambhu Nath Jajodia Chairman Independent Non Executive
2 Mr. Bijay Bagri Independent Non Executive
3 Mr. Dilip Kumar Patni Non Independent Non - Executive

iii) STAKEHOLDERS RELATIONSHIP COMMITTEE

In view of changes in Regulation 20 of SEBI (Listing Obligations & DisclosuresRequirements) Regulations 2015 a Committee in the name of Stakeholders RelationshipCommittee was constituted by the Board of Directors in their meeting held on 12thFebruary 2016.

The composition of the Stakeholders Relationship Committee is given below:

S.No. Name of Member Category
1 Mr. Dilip Kumar Patni Chairman Non Independent
2 Mr. Kamal Nayan Jain Non Independent
3 Mrs. Vandana Patni Non Independent

The Stakeholders Relationship Committee is responsible to Consider & Resolve theGrievances of Security holders including complaints related to transfer of shares nonreceipt of balance sheet non receipt of declared dividends Transfer & transmissionof shares Issue of duplicate shares Exchange of new design share certificates Recordingdematerialization & rematerialization of shares & related matters.

VIGIL MECHANISM / WHISTLE BLOWER POLICY:

Your Company is committed to adhere to the highest standards of ethical moral andlegal conduct of business operations. To maintain these standards the Company encouragesits employees who have concerns about suspected misconduct to come forward and expressthese concerns without fear of punishment or unfair treatment. The company has adopted aWhistle Blower policy to establish a vigil mechanism for directors and employees to reportconcerns about unethical behavior actual or suspected fraud or violation of the Codes ofconduct or ethics policy. The said policy is hosted on the website of the company(www.occl.co.in)

RISK MANAGEMENT POLICY:

Pursuant to section 134(n) of Companies Act 2013 and revised clause 49 of ListingAgreement your company has a robust Risk management framework to identify evaluatebusiness risk and opportunities. This framework seeks to create transparency minimizeadverse impact on the business objectives and enhance the competitive advantage. Theframework has different risk models which help in identifying risk trends exposure andpotential impact analysis at a company level. The said policy is hosted on the website ofthe company (www.occl.co.in)

CORPORATE SOCIAL RESPONSIBILITY:

The Company had not taken any initiatives on the activities of Corporate SocialResponsibilities as the provisions relating to the same are not applicable to the Company.

EXTRACT OF ANNUAL RETURN:

Companies Act 2013 makes mandatory for every company to prepare an extract in theformat prescribed MGT 9. The details forming art of the extract of Annual Return as on31st March 2016 is annexed herewith as Annexure IV.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURT OR TRIBUNALSIMPACTING THE GOING CONCERN STATUS AND COMPANY’S OPERATION IN FUTURE:

There are no significant material orders passed by the Regulators / Courts/Tribunalswhich would impact the going concern status of the Company and its future operations.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186 :

Your Company being the Non Banking Financial Company having the principal business ofproviding loans is exempted from the provisions of Section 186 of the Companies Act 2013to the extent of providing loans giving guarantee and providing security in connectionwith loan. However the details of investments covered under the provisions of Section 186of the Companies Act 2013 are given in notes to the financial statement.

DEPOSITS:

Your company is non deposit taking NBFC registered with RBI thus the said clause isnot applicable and the company does not accept any deposit. The Board of Directors hasduly passed a resolution in their meeting giving effect to the aforesaid statement.

CONTRACTS/ TRANSACTIONS / ARRANGEMENTS WITH RELATED PARTIES:

All contracts/ arrangements/transactions with related parties entered by the companyduring the financial year were on an arm’s length basis and were in the ordinarycourse of business and the provisions of section 188 of the Companies Act 2013 are notattracted and thus disclosure about details of contracts or arrangements or transactionswith related parties referred to in section 188(1) in Form AOC-2 is not required. Duringthe year the Company had not entered into any contract / arrangement / transaction withrelated parties which could be considered material in accordance with the policy of theCompany on materiality of related party transactions. There are no materially significantrelated party transactions made by the Company with Promoters Directors Key ManagerialPersonnel or their relatives or other designated persons which could have a potentialconflict with the interest of the Company at large. All Related Party Transactions areperiodically placed before the Audit Committee as also the Board for approval. During theyear under review the company has not taken any omnibus approval from Audit committee. ARelated Party policy has been devised by the board of Directors for determining themateriality of transactions with related parties and dealing with them. Further yourdirectors draw your kind attention of the members to note no 2.26 to the financialstatements which sets out related party transactions.

CORPORATE GOVERNANCE REPORT:

As per Regulation 15 (2) of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 Corporate Governance provisions specified in regulations 17 18 1920 2122 23 24 25 26 27 and clauses (b) to (i) of sub-regulation (2) of regulation46 and para C D and E of Schedule V shall not apply in respect of (a) a listed entityhaving paid up equity share capital not exceeding rupees ten crore and net worth notexceeding rupees twenty five crore as on the last day of the previous financial year. Asour company falls under above mentioned exception hence compliance with Regulation 27 ofSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 is not applicableto us. Therefore Corporate Governance Report for the year ended 31.03.2016 is notprepared.

DISCLOSURES ON POLICY AGAINST SEXUAL AND WORKPLACE HARASSMENT :

The Company believes that it is the responsibility of the organisation to provide anenvironment to its employee which is free of discrimination intimidation and abuse andalso to protect the integrity and dignity of its employees and also to avoid conflicts anddisruptions in the work environment. Further there stood no cases filed during the yearunder review.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGOES:

Since the Company does not own any manufacturing facility the requirements pertainingto disclosure of particulars relating to conservation of energy technology absorption andforeign exchanges earning and outgo as prescribed under the Companies (Disclosure ofParticulars in the Report of Board of Directors) Rules 1988 are not applicable.

DIRECTORS RESPONSIBILITY STATEMENT:

Your Directors to the best of their knowledge and belief and according to theinformation and explanation obtained by them make the following statement in terms ofclause (c) of sub-section (3) of section 134 of Companies Act 2013 that OCTAL CREDITCAPITAL LIMITED Annual Report 2015-16

a) In the preparation of the annual accounts for the Financial year ended on 31st March2016 the applicable accounting standards had been followed along with proper explanationrelating to material departures.

b) The directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company as at 31st March 2016 and of the profitof the company for that period;

c) The directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of Companies Act 2013 forsafeguarding the assets of the company and for preventing and detecting fraud and otherirregularities;

d) The directors had prepared the annual accounts on a going concern basis;

e) The directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.

f) The directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively

ACKNOWLEDGEMENTS:

Your Directors take the opportunity to thanks the Regulators Organizations andAgencies for the continued help and co-operation extended by them. The Directors alsogratefully acknowledge all stakeholders of the Company viz. customers members vendorsbanks and other business partners for the excellent support received from them during theyear. The Directors place on record their sincere appreciation to all employees of theCompany for their unstinted commitment and continued contribution to the Company.

On Behalf of the Board of Directors
Place: Kolkata D. K. Patni
Date : May 302016 Chairman

DETAILS PERTAINING TO REMUNERATION AS REQUIRED UNDER SECTION 197(12) OF THE COMPANIESACT 2013 READ WITH RULE 5(1) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIALPERSONNEL) RULES 2014

(i) The percentage increase in remuneration of each Director Chief FinancialOfficer Company Secretary during the financial year 2015-16 ratio of the remuneration ofeach Director to the median remuneration of the employees of the Company for the financialyear 2015-16 and the comparison of remuneration of each Key Managerial Personnel(KMP)against the performance of the Company are as under:

Name of the Directors / KMPs Designation Remuneration of Director/KMP for financial year 2015-16 (in Rs.) % increase in Remuneration in the Financial Year 2015-16 compared to 2014-2015 Ratio of remuneration of each Director to median ** remuneration of employees (in times) Comparison of the Remuneration of the KMP against the performance of the Company
Mr. Jhumar Mall Saraogi Whole Time Director 60000/- -- 0.5 #
Mrs. Payal Bhutoria Company Secretary 120000/- -- Not Applicable
Mr. Shyam Arora Chief Financial Officer 143240/- 12.43% Not Applicable

**Calculation of median is taken on the figures as at the end of Financial Year.

# The EBITDA profit has been increase to 27.66% of Sales in the current financial yearfrom 4.19% of sales in the previous financial year.

(ii) The Median Remuneration of Employees as on March 31 2016 was Rs. 120000.The percentage increase in the median remuneration of employees was Nil during thefinancial year.

(iii) There were 3 (three) permanent employees (including CFO & CompanySecretary) on the rolls of Company as on March 31 2016;

(iv) Comparison of Remuneration of the Key Managerial Personnel(s) against theperformance of the Company: The total remuneration of Key Managerial Personnel increasedby 12.43%.

(v) Variations in the market capitalization of the Company: The marketcapitalization as on March 31 2016 was Rs 11.80 crore (Rs. 8.26 crore as on 31.03.2015).

Price Earnings ratio of the Company : 131.11 as at March 31 2016 (550.33 as at March312015 ) Percent increase over/ decrease in the market quotations of the shares of thecompany as compared to the rate at which the company came out with the last public offerin the year- The company came out with IPO in the year 1996 at the face value and theprice of the shares as on 31st March 2016 stands to Rs 23.60/- . Further the Company hadnot come out with any public offerings during the Financial year March 31 2016.

(vi) Average percentage increase made in the salaries of employees other than themanagerial personnel in the last financial year i.e. 2015-16 was 10 % whereas the averagepercentage increase made in the salaries of KMP was 4.14%. Further there was noexceptional increase in the salary during the Financial Year ended 31.03.2016 as comparedabove.

(vii) Key parameters for any variable component of remuneration availed by thedirectors : Not Applicable

(viii) Ratio of the remuneration of the highest paid director to that of theemployees who are not directors but receive remuneration in excess of the highest paiddirector during the year : Not Applicable.

(ix) It is hereby affirmed that the remuneration paid is as per the RemunerationPolicy for Directors Key Managerial Personnel and other Employees.