BOARD S REPORT
Your Directors have pleasure in presenting the 26th Annual Report on thebusiness and operations of your Company together with the audited financial statements andthe Auditors' Report for the financial year ended March 31 2017.
(Rs in Lakh except EPS)
|Particulars || |
|2016- 2017 ||2015- 2016 ||2016- 2017 ||2015- 2016 |
|1 ||Revenue from Operations || || || || |
|a. Revenue from Operations ||8738.94 ||8108.11 ||9745.42 ||8044.65 |
|b. Other Income ||191.67 ||263.93 ||193.89 ||265.70 |
|Total Revenue ||8930.61 ||8372.04 ||9939.31 ||8310.35 |
|2 ||Expenses: || || || || |
|a. Cost of Materials Consumed ||5628.17 ||5034.74 ||6872.40 ||5208.27 |
|b. Purchase of Stock-in Trade ||615.31 ||1138.01 ||615.31 ||1138.02 |
|c. Changes in inventories of finished goods work-in-progress and Stock- in-Trade ||(264.69) ||(252.29) ||(1111.30) ||(747.61) |
|d. Employees benefits expense ||798.19 ||758.68 ||921.04 ||811.83 |
|e. Finance Costs ||176.42 ||160.23 ||331.16 ||203.58 |
|f. Depreciation and amortisation expense ||97.85 ||105.27 ||254.32 ||142.64 |
|g. Other Expenses ( Any item exceeding 10% of the total expenses relating to continuing operations to be shown separately) ||676.84 ||787.66 ||887.93 ||849.11 |
|Total Expenses ||7728.09 ||7732.30 ||8770.86 ||7605.85 |
|3 ||Profit before exceptional items and tax (1-2) ||1202.52 ||639.74 ||1168.45 ||704.50 |
|4 ||Exceptional Items ||0.00 ||0.00 ||0.00 ||58.34 |
|5 ||Profit before tax (3- 4) ||1202.52 ||639.74 ||1168.45 ||646.16 |
|6 ||Tax Expenses || || || || |
| ||a. Current Tax ||(422.37) ||(220.23) ||(422.37) ||(220.23) |
|b. Deferred Tax ||(8.44) ||(5.77) ||26.29 ||(98.79) |
|9 ||Profit for the year ||771.71 ||413.74 ||772.37 ||327.14 |
|10 ||Basic Earnings per Share (EPS) (Face Value of Rs 10/- each) ||14.32 ||7.68 ||14.33 ||6.07 |
Operational and Financial Performance Overview
During the financial year under review on a standalone basis the Company achievedrevenue of Rs 8930.61 Lakhs as against Rs8372.04 Lakh in the previous year therebyregistering a growth of 6.67%. EBIDTA for the year under review was Rs 1476.79representing a growth of 63.14%. The net profit for the year ended March 31 2017increased from Rs413.74 Lakhs to Rs 771.71 Lakhs showing a remarkable growth of 86%.
On a consolidated basis the Company achieved revenue of Rs9939.31 Lakhs as againstRs8310.35 Lakhs in the previous year thereby registering a growth of 19.60%. EBIDTAduring the year has shown a growth of 66.93%. The net profit during year under reviewincreased from Rs332.08 Lakhs to Rs 772.37 Lakhs registering a significant growth of132.59%.
The increased bottom line translated into improved earnings per share from Rs6.07 in2015-16 to Rs 14.33 in 2016-17 on a consolidated basis.
The Company could achieve such a remarkable growth and performance due to tighteroperating controls prudent raw material sourcing new customer addition increasedcapacity utilization followed by expansion in capacity of Subsidiary Company superiorproduct mix and controlled overheads.
The business operations overview and outlook is dealt in detail in the ManagementDiscussion and Analysis Report forming part of this Directors' Report.
During the year 2016-2017 your Directors are pleased to recommend final dividend @20%(Rs 2/- per equity share of Rs 10/- each) for the approval of shareholders at the ensuingAnnual General Meeting. If approved the total dividend payout for the year under reviewwill be 20% amounting to Rs129.75 Lakh (including dividend distribution tax).
During the year under review there was no change in equity share capital of theCompany except the receipt of calls in arrears.
Directors and Key Managerial Personnel
Pursuant to the recommendation of Nomination and Remuneration Committee the Board ofDirectors of the Company has approved the appointment of Mr. Vali Najmuddin Mithiborwala(DIN: 00171255) as an Additional Director and Executive Director of the Company for aperiod of 5 years with effect from 18th August 2017. The resolution for hisappointment is also being placed for approval of members of the Company at the ensuingAnnual General Meeting.
Pursuant to the provisions of Section 152 of Companies Act 2013 Mr. Karim Mithiborwala(DIN: 00171326) Managing Director of the Company retires by rotation at the ensuingAnnual General Meeting and being eligible has offered himself for the re-appointment. TheBoard recommends his re-appointment for consideration of the members at the ensuing AnnualGeneral Meeting. Members are requested to refer the Notice of the ensuing Annual GeneralMeeting for brief profile and other related information of Mr. Karim MithiborwalaDirector retiring by rotation.
Pursuant to the recommendation of Nomination and Remuneration Committee the Board ofDirectors at its meeting held on 18th August 2017 approved the re-appointmentof Mr. Saleh Najmuddin Mithiborwala as a Whole-Time Director designated as "ExecutiveChairman and Chief Financial Officer" and Mr. Karim Nooruddin Mithiborwala as aWhole-Time Director designated as "Managing Director" for a period of 5 yearsw.e.f. 1st January 2018 subject to the approval of members of the Company. Theresolutions for their respective reappointment are also placed for approval of members ofthe Company at the ensuing Annual General Meeting.
The Company has received declarations from all the Independent Directors confirmingthat they meet the criteria of independence as prescribed under Section 149 (6) of theCompanies Act 2013 and Regulation 16 (1) (b) of Securities and Exchange Board of India(Listing Obligations 8i Disclosure Requirements) Regulations 2015. ("SEBI (LODR)Regulations 2015").
During the year under review Ms. Priya Bhagat was appointed as Company Secretary andCompliance Officer of the Company w.e.f. December 01 2016.
As on 31st March 2017 pursuant to Section 203 of the Companies Act 2013Mr. Saleh N Mithiborwala Chief Financial Officer Mr. Karim N Mithiborwala ManagingDirector and Ms. Priya Bhagat Company Secretary are Key Managerial Personnel (KMP) of theCompany.
Directors' Responsibility Statement
In terms of Section 134 (3) (c) of the Companies Act 2013 your Directors to the bestof their knowledge and belief and according to the information and explanations obtainedby them state that:
1. in the preparation of the annual financial statements for the year ended March 312017 the applicable
accounting standards have been
followed along with proper explanation relating to material departures if any;
2. such accounting policies as mentioned
in the notes to the Financial
Statements for the year ended March 31 2017 have been selected and appliedconsistently and judgments and estimates have been made that are reasonable and prudent soas to give a true and fair view of the state of affairs of the Company as at March 312017 and of the profit of the Company for the year ended on that date;
3. proper and sufficient care has been taken for the maintenance of adequate accountingrecords in accordance with the provisions of the Companies Act 2013 for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;
4. the annual financial statements for the year ended March 31 2017 have been preparedon a going concern basis;
5. internal financial controls to be followed by the Company have been laid down andthat the said financial controls were adequate and were operating effectively;
6. Proper systems to ensure compliance with the provisions of all applicable laws havebeen devised and such systems were adequate and operating effectively.
Number of Board Meetings
During the year under review 7 Board Meetings were held viz on May 30 2016 July 212016 September 02 2016 November 08 2016 December 01 2016 January 27 2017 and March17 2017 the details of which are given in the Corporate Governance Report. The maximuminterval between any two Board meetings did not exceed 120 days.
The Committee which earlier comprised of Mr. Mustufa Pardawala (Chairman) Mr. KarimMithiborwala Mrs. Deepa Raut and Mr. Suresh Mane has been re-constituted w.e.f May 302016. As on March 31 2017 the Audit Committee comprises of Mr. Mustufa Pardawala(Chairman) Mr. Saleh Mithiborwala Mrs. Deepa Raut and Mr. Suresh Mane.AII therecommendations made by the Audit Committee were accepted by the Board.
M/s. Anil Bansal & Associates Chartered Accountants (Firm Registration No.100421W) and M/s. NBS & Co. Chartered Accountants (Firm Registration No. 110100W)were appointed as the Joint Statutory Auditors of the Company to hold office for atransition period of 3 years i.e. from the conclusion of the 23rd AnnualGeneral Meeting (AGM) of the Company held on 30th December 2014 till theconclusion of the 26th AGM of the Company. The term of M/s. Anil Bansal &Associates and M/s. NBS & Co. Chartered Accountants as the Joint Statutory Auditorsis till the conclusion of ensuing Annual General Meeting of the Company.
The Board of Directors of the Company place on record its appreciation to the servicesrendered by M/s. Anil Bansal & Associates and M/s. NBS & Co. CharteredAccountants as the Joint Statutory Auditors of the Company.
In accordance with the provisions of Section 139 of the Companies Act 2013 M/s. AmarNath Sharma & Co. Chartered Accountants (Firm Registration No. 100300W) are proposedto be appointed as the Statutory Auditors of the Company for a period of 5 yearscommencing from the conclusion of the ensuing 26th AGM till the conclusion of31st AGM subject to the ratification by the members at every AGM.
M/s. Amar Nath Sharma & Co. Chartered Accountants have consented to the saidappointment and have confirmed that their appointment if made will be in accordancewith the provisions of Section 139 read with Section 141 of the Companies Act 2013.
Accordingly the Board of Directors of the Company recommends the resolution inrelation to the appointment of M/s. Amar Nath Sharma & Co. Chartered Accountants asStatutory Auditors of the Company and fixation of their remuneration for approval of themembers of the Company.
The Auditors' Report on standalone and consolidated financial statements forms part ofthe Annual Report. The Auditors' Report does not contain any qualifications reservationsadverse remarks disclaimer or emphasis of matter. Notes to the Financial Statements areself-explanatory and do not call for any further comments.
The Statutory Auditors of the Company have not reported any fraud as specified underthe second proviso of Section 143 (12) of the Companies Act 2013 (including any statutorymodification(s) or reenactment for the time being in force).
M/s. Vinod Agarwal & Co. Chartered Accountants are Internal Auditors of theCompany and their report is reviewed by the Audit Committee from time to time.
Consolidated Financial Statements & Subsidiaries
In accordance with the provisions of Companies Act 2013 ("the Act") SEBI(LODR) Regulations 2015 and Accounting Standard (AS) - 21 on Consolidated FinancialStatements the audited consolidated financial statements form part of the Annual Report.In view of this the Balance Sheet Statement of Profit and Loss and other relateddocuments of the subsidiaries are not attached in this Annual Report. A copy of AuditedFinancial Statements of the Subsidiaries shall be made available for inspection at theRegistered Office of the Company during business hours any shareholder interested inobtaining a copy of separate Financial Statements of the subsidiaries shall make specificrequest in writing to the Company Secretary. The Audited Financial Statements of thesubsidiaries are also available on the website of the Company www.ovpl.co.in.
As on March 31 2017 the Company has 1 Wholly Owned subsidiary. The Company does nothave any Associate Company pursuant to the provisions of the Companies Act 2013.
Pursuant to the provisions of Section 129 (3) of the Companies Act 2013 and Rules 5and 8(1) of the Companies (Accounts) Rules 2014 the salient features of financialposition of subsidary is given in Form AOC-1 annexed as "Annexure 1" to thisReport.
The Company has framed a policy for determining material subsidiaries which can beaccessed at http://www.ovpl.co. in/companydetails/Policy%20of%20Material%20Subsidiaries. pdf.
Corporate Social Responsibility (CSR)
During the year under review CSR was not applicable to the Company. However your
Company recognizes the vital role played by society at large in its growth anddevelopment and strives to discharge its social responsibility as a corporate citizen.
Pursuant to the provisions of Section 135 of the Companies Act 2013 CSR is applicableto the Company from the financial year 2017-18 and the Board has constituted a CSRCommittee headed by Mr. Saleh Mithiborwala as the Chairperson of the Committee. Mr. KarimMithiborwala and Mr. Mustufa Pardawala are members of the CSR Committee. The Company isplanning and expected to spend on CSR during the year 2017-18.
Your Company has adopted a Corporate Social Responsibility (CSR) policy in compliancewith the provisions of the Act and is available on web-linkhttp://www.ovpl.co.in/companydetails/Cor porate%20Social%20Responsibilitv%20Poli cv.pdf.
Extract of Annual Return
Pursuant to the provisions of Section 92 (3) of the Companies Act 2013 extract of theAnnual Return as on March 31 2017 in Form MGT-9 is annexed as "Annexure 2" tothis Report.
Secretarial Audit Report
Pursuant to the provisions of Section 204 of the Companies Act 2013 and read with therules thereunder the Board had appointed Mr. Mohd. Akram Practicing Company Secretary toconduct Secretarial Audit for the financial year 2016-17. The Secretarial Audit Reportissued by him is annexed as "Annexure 3" to this Report in Form No. MR-3. TheSecretarial Audit Report does not contain any qualification reservation disclaimer oradverse remark.
Management Discussion and Analysis Report
Management Discussion and Analysis Report for the financial year under review asstipulated under Regulation 34 of SEBI (LODR) Regulations 2015 is presented in a separatesection forming part of the Annual Report.
Corporate Governance Report
As per Regulation 34(3) read with Schedule V of the SEBI (LODR) Regulations 2015 yourCompany has complied with the requirements of corporate governance. A Corporate GovernanceReport along with Statutory Auditors' Certificate confirming its compliance for the yearended March 31 2017 is provided separately and forms integral part of this Annual Report.
Related Party Transactions
All related party transactions entered during the financial year under review were onan arm's length basis and in the ordinary course of business and were in compliance withthe applicable provisions of the Companies Act 2013 and the SEBI (LODR) Regulations2015.
Note No. 28 to the Financial Statements contains details of Related Party Transactions.No related party transaction was in conflict with the interest of the Company. Nomaterially significant Related Party Transaction was made by the Company with the KeyManagerial Personnel. As prescribed by Section 134(3)(h) of the Companies Act 2013 andRule 8(2) of the Companies (Accounts) Rules 2014 particulars of contracts/arrangementswith Related Parties are given in Form AOC-2 annexed as "Annexure 4" to thisReport.
The policy on Related Party Transactions has been hosted on the Company's website andcan be accessed at http://www.ovpl.co.in/companvdetails/Related%20Party%20transaction%20Policy.pdf.
Conservation of Energy Technology Absorption & Foreign Exchange Earning &Outgo
Information on Conservation of Energy Technology Absorption Foreign Exchange Earningsand Outgo required under Section 134(3) (m) of the Companies Act 2013 read with Rule 8 ofthe Companies (Accounts) Rules 2014 is given in "Annexure 5" forming part ofthis Report.
Particulars of Employees and related disclosures
The information required pursuant to Section 197 read with Rule 5(1) 5(2) and 5(3) ofthe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 for theyear ended March 31 2017 is provided as "Annexure 6" to this report regardingremuneration of Directors Key Managerial Personnel and other related disclosure.
The Company operates only in One segment i.e Indian Railway Products.
Vigil Mechanism / Whistle Blower Policy
Pursuant to the provisions of Section 177 (10) of the Companies Act 2013 andRegulation 22 of SEBI (LODR) Regulations 2015 the Company has established a vigilmechanism. The details of Vigil Mechanism are provided in the Corporate Governance Report.The Vigil Mechanism / Whistle Blower Policy may be accessed on the Company's website at www.ovpl.co.in.
Company's Policy on Appointment and Remuneration of Directors
Your Company has adopted Nomination and Remuneration Policy for the appointment andremuneration of Directors Key Managerial Personnel and Senior Management of the Company.The Nomination and Remuneration Policy is given in the Corporate Governance Report.
Performance Evaluation of Directors
Criteria of performance evaluation of the Board of Directors including IndependentDirectors are laid down by Nomination and Remuneration Committee of the Company. Pursuantto the provisions of the Companies Act 2013 and Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015 the Board has carriedout the annual performance evaluation of the entire Board Committees and all theDirectors based on the parameters specified in the Corporate Governance Report. Theparameters of performance evaluation were circulated to the Directors in the form ofquestionnaire.
Obligation of Company under the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013
In order to prevent sexual harassment of women at workplace the Company has adopted apolicy for prevention of Sexual Harassment of Women at workplace and has set up anInternal Complaints Committee under the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013 to look into complaints relating tosexual harassment at workplace of any woman employee. During the year under review theCompany has not received any complaint under the said policy.
Particulars of Loans given. Investments made. Guarantees given and Securities providedunder Section 186 of the Companies Act 2013
Provisions of Section 186 except subsection 1 of the Companies Act 2013 is notapplicable to the company since the Company is in the business of providinginfrastructural facilities. The details of investment made are provided in Note No. 13 tothe Standalone Financial Statements.
Internal Financial Controls with respect to the Financial Statements
The Company maintains adequate internal control system and procedures commensurate withits size and nature of operations. The internal control systems are designed to provide areasonable assurance over reliability in financial reporting ensure appropriateauthorisation of transactions safeguarding the assets of the Company and prevent misuse/losses and legal compliances.
The internal control system includes a well-defined delegation of authority and acomprehensive Management Information System coupled with quarterly reviews of operationaland financial performance a well-structured budgeting process with regular monitoring ofexpenses and Internal audit.
The Internal Audit reports are periodically reviewed by the management and the AuditCommittee and necessary improvements are undertaken if required.
The Company has in place Risk Management System which takes care of riskidentification assessment and mitigation. There are no risks which in the opinion of theBoard threaten the existence of the Company. Risk factors and its mitigation are coveredextensively in the Management Discussion and Analysis Report forming part of thisDirectors' Report.
During the year under review the Company has not accepted any deposit within themeaning of Section 73 and 74 of the Companies Act 2013 read with the Companies(Acceptance of Deposits) Rules 2014 (including any statutory modification(s) orre-enactment(s) for the time being in force).
Significant or Material orders passed by the Regulators/Courts
During the year under review no significant or material orders were passed by theRegulators or Courts or Tribunals which impact the going concern status and Company'soperations in future.
Material Changes and Commitments affecting the Financial Position of the Company
There are no material changes and commitments affecting the financial position of theCompany which have occurred between the end of the financial year 2016-17 and the date ofthis report.
Your Directors state that no disclosure or reporting is required in respect of thefollowing items as there were no transactions on these items during the year under reviewor said items are not applicable to the Company:
1. Cost Audit
2. Issue of equity shares with differential rights as to dividend voting or otherwiseor issue of sweat equity share.
3. Details of payment of remuneration or commission to Managing Director of the Companyfrom any of its subsidiaries as the Company as no such payment were made.
4. Voting rights which are not directly exercised by the employees in respect of sharesfor the subscription/purchase of which loan was given by the Company (as there is noscheme pursuant to which such persons can beneficially hold shares as envisaged undersection 67(3)(c) of the Companies Act 2013).
Our consistent growth has been made possible due to our culture of professionalismintegrity and continuous evolvement.
Your Directors take this opportunity to thank our customers suppliers investorsbankers the Central and State Governments for their consistent support and co-operationto the Company. We place on record our appreciation of the contribution made by employeesat all levels without whose whole-hearted efforts the overall performance would not havebeen possible.
Your Directors look forward to the long term future with confidence.
On behalf of the Board of Directors
|SALEH MITHIBORWALA |
|Chairman and Chief Financial Officer |
|Date: August 18 2017 |
|Place: Mumbai |