Osiajee Texfab Ltd.
|BSE: 540198||Sector: Industrials|
|NSE: N.A.||ISIN Code: INE186R01013|
|BSE 15:14 | 07 Dec||Osiajee Texfab Ltd|
|NSE 05:30 | 01 Jan||Osiajee Texfab Ltd|
Osiajee Texfab Ltd. (OSIAJEETEXFAB) - Director Report
Company director report
Your Directors are pleased to present their 22nd Annual Report together withthe Audited Financial Statements for the financial year ended March 31 2017 and theAuditors Report thereon.
1. Business Performance
(Rs. In Lacs)
2. Operations and Future Plans
During the year under review the Company's Turnover has decreased from Rs. 4125.23Lakhs in FY 2015-16 to Rs. 2154.78 Lakhs in FY 2016-17 and the expenses during the yearhave also decreased from Rs. 4125.35 Lakhs in FY 2015-16 to Rs. 2144.45 Lakhs in FY2016-17. However the Net Profit has increased significantly from Rs. 2.33 Lakhs in FY2015-16 to Rs. 10.57 Lakhs in FY 2016-17.
Your Company is optimistic about the coming year. Since the Company is trying to reducecost and expand its business your Directors are hopeful that the results will be moreencouraging.
In order to plough back the profit your Directors have not recommended any dividendfor the year ended March 31 2017.
4. Share Capital
The Issued Subscribed & Paid up Capital of the Company as on March 31 2017 standsat Rs.54000000 /- divided into 5400000 Equity Shares of Rs. 10/- each. During theperiod under review the Company has not issued shares with differential voting rights norgranted any stocks options or sweat equity.
5. Transfer to Reserve
The Board does not propose to make transfer to reserve for the year 2016-17 and insteadintends to retain the net profit of Rs. 1056640/- in the Profit and Loss Account for theyear ended March 31 2017.
6. Directors and Key Managerial Personnel
In accordance with the provisions of Section 152 of the Act and that of Articles ofAssociation of the Company Mr. Lalitkumar Purohit (DIN:
7. Board Evaluation
Your Board has carried out an annual evaluation of its own performance Boardcommittees and individual Directors pursuant to the provisions of the Act and thecorporate governance requirements as prescribed by SEBI (Listing Obligations andDisclosures Requirement) 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 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 of committee meetings etc.
Board and the nomination and remuneration committee reviewed the performance of theindividual directors on the basis of the criteria such as the contribution of theindividual director to the Board and committee meetings like preparedness on the issues tobe discussed meaningful and constructive contribution and inputs in meetings etc. Inaddition the chairman was also evaluated on the key aspects of his role.
8. Meetings of the Board
During the year ended March 31 2017 Four (4) Board Meetings were held by the Companyon 30th May 2016 13th August 2016 8th November 2016and 11th February 2017.
9. Details of Committees of the Board
Currently the Company has three (3) Committees namely Audit Committee Nomination andRemuneration Committee & Stakeholders' Relationship Committee. The detailedcomposition of various Committees is elucidated below:
i) Audit Committee
The Audit Committee comprises of three Directors namely Mr. Vikramjit Singh* Mr.Manish Kumar Gupta and Mr. Umesh Gawand. The aforesaid Members of the Committee operate inthe capacity of Independent directors & Executive Director respectively. The Chairmanof the Committee is Mr. Vikramjit Singh who is an Independent NonExecutive Director. Therecommendations of the Audit Committee are always welcomed and accepted by the Board &all the steps impacting the financials of the Company are undertaken only after theconsultation of the Audit Committee. During the period ended March 31 2017 four (4)Meetings of Audit Committee were held on May 30 2016 August 13 2016 November 8 2016and February 11 2017.
The Committee has been reconstituted as Mr. Yogesh Phuja resigned from the directorshipof the Company w.e.f. lfh February 2017. In the same meeting the Committeehas been reconstituted as Mr. Pahuja held
Chairmanship of the Committee. Hence Mr Vikramjit Singh has been inducted &appointed as the Chairman of the Audit Committee.
ii) Nomination & Remuneration Committee
The Committee was constituted pursuant to provisions under Section 178 of the CompaniesAct 2013. The Committee consists of three (3) Members namely Mr. Tejas Mhatre Mr.Manish Kumar Gupta and Mr. **Vikramjit Singh and the aforesaid members of the Committeeoperate in the Capacity of Independent Non-Executive Directors except Mr. Mhatre beingNon-Executive Director. The Committee is chaired by Mr. Tejas Mhatre. During the yearended March 31 2017 One (1) Committee Meeting was held on November 8 2016.
The Committee has been reconstituted as Mr. Yogesh Phuja resigned from the directorshipof the Company w.e.f. ifh February 2017. In the same meeting the Committeehas been reconstituted as Mr. Pahuja held
Chairmanship of the Committee. Hence Mr Vikramjit Singh has been inducted as a Memberof the Nomination & Remuneration Committee.
Nomination and Remuneration Committee Policy
The Board has on the recommendation of the Nomination & Remuneration Committeeframed a policy for selection and appointment of Directors Senior Management and theirremuneration. The Remuneration Policy is annexed as "Annexure A" to this report.
iii) Stakeholders' Relationship Committee
The Committee oversees all the matters relating to Stakeholders' grievances/complaints.The role of the Committee is to consider & resolve securities holders' complaint. TheCommittee consists of three members namely Mr. Lalit Purohit Mr. Tejas Mhatre and Mr.Umesh Gawand. The aforesaid Members of the Committee operate in the capacity ofNon-Executive Directors and Executive Director respectively. The Committee is chaired byMr. Lalit Purohit a NonExecutive Director. During the year ended March 31 2017 Four (4)Committee Meetings were held on May 30 2016 August 13 2016 November 8 2016 andFebruary 11 2017.
10. Listing of Shares on BSE Limited
The Company had applied to BSE Ltd. for direct listing of its 5400000 equity sharesof Rs. 10/- each and received listing approval with effect from 7th December2016 and admitted to dealings on the Exchange in the list of 'XT' Group Securities.
11. Declaration of Independence from Independent Directors
Your Company has received declarations pursuant to Section 149(7) of the Companies Act2013 from all the Independent Directors confirming that they meet the criteria ofindependence laid down under Section 149(6) of the Companies Act 2013. Based on thedeclaration(s) of Independent Directors the Board of Directors recorded its opinion thatall Independent Directors are independent of the Management and have fulfilled theconditions as specified in the Companies Act 2013 rules made thereunder as well asapplicable provisions of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015.
12. Internal Control Systems and their Adequacy
The Management continuously reviews the internal control systems and procedures for theproficient conduct of the Company's business. The Company adheres to the prescribedguidelines with respect to the transactions financial reporting and ensures that all itsassets are safeguarded and protected against losses. The Internal Auditor of the Companyconducts the audit on regular basis and the Audit Committee periodically reviews internalaudit reports and effectiveness of internal control systems. Apart from the above theCompany in consultations with the external and independent consultants adopted a policyfor development and implementation of risk management for the company includingidentification of elements of risk if any that may threaten the existence of the Companyand a mechanism to mitigate the same.
13. Directors' Responsibility Statement
Pursuant to Section 134(5) of the Companies Act 2013 the Directors of your Companyconfirm that:
a) in the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;
b) the directors had 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 at the end of the financial year and ofthe profit and loss of 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 this Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;
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 and
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.
14. Change in the Nature of Business
During the period under review there is no change in the nature of business of theCompany. The Company continues to operate in the Textile Sector.
15. Extract of Annual Return
The extract of Annual Return in Form MGT-9 as required under Section 92 of theCompanies Act 2013 (herein after referred to as "the Act") forms an integralpart of this Report as "Annexure B".
16. Sexual Harassment Policy
In order to prevent sexual harassment at workplace your Company has adopted a Policyon prevention prohibition and redressal of sexual harassment at workplace in line withthe requirements of the Sexual Harassment of Women at Workplace (Prevention Prohibitionand Redressal) Act 2013 and Rule made thereunder. During the year under review therewere no cases filed or reported pursuant to the provisions of the said Act.
17. Auditors & their Report
a) Change in Auditors:
Appointment of M/s. Sudhir M Desai & Co. Chartered Accountants formed part of theAgenda at the ensuing Annual General Meeting. However they tendered their resignationresulting into a casual vacancy as elucidated in Section 139(8) of the Companies Act2013.
The Board of Directors at their Meeting held on 2nd September 2017 have considered& approved the appointment of M/s. Pathik Maniyar & Co. Chartered Accountants asStatutory Auditors of the Company subject to approval of members in the ensuing AnnualGeneral Meeting to fill the casual vacancy caused by the resignation of M/s. Sudhir MDesai & Co. Chartered Accountants Mumbai.
Your Directors recommend appointment of M/s. Pathik Maniyar & Co. as the StatutoryAuditors of the Company to hold office from the conclusion of the 22nd AGM(i.e. this AGM) to the conclusion of the 27th AGM to be held in 2022 (subjectto ratification of appointment by the members at every AGM held after this AGM)
(Amended in the Board Meeting held on 2nd September 2017pursuant to Resignation ofAuditor)
b) Secretarial Auditor:
In compliance with the provisions of Sec 204 and other applicable provisions ofCompanies Act 2013 the Board of Directors have appointed Mrs. Averil Pinto PractisingCompany Secretary as Secretarial Auditors to undertake secretarial audit of the Companyfor the financial year ended March 31 2017. The Secretarial Audit Report is attachedherewith marked as "Annexure C" and forms an integral part of this report.
The Secretarial Auditor has made and mentioned the following observation in his report:
1. As per various provisions of the Companies Act 2013 and Listing Agreementthe Company is required to post various information policies on the website of theCompany. However the Company has not maintained and posted proper information on thewebsite of the Company.
2. The Company has not provided E-voting facility to its members for the Annual GeneralMeeting held on 30th September 2016 as required under the provisions theCompanies Act 2013 and SEBI (LODR) Regulations 2015.
3. There were certain delays in compliances with the Stock Exchanges
4. The Company has not provided proof of dispatch of Notice of AGM for the purpose ofverification.
5. The uniform listing agreement duly signed and executed between the Company andAhmedabad Stock Exchange Limited dated 18th February 2016 is awaited from Ahmedabad StockExchange Limited.
6. The Company has not made all newspaper publications as required under variousprovisions of the Companies Act 2013 and SEBI (LODR) Regulations 2015.
In this respect we would like to submit our response:
Response to Point No. 1
Your Company has adopted and drafted policies as per various provisions of theCompanies Act 2013 and Listing Agreement. However the Company failed to post in on theWebsite of the Company. Your Company assures you that the same will be displayed on thewebsite of Company.
Response to Point No. 2
Your Company had relied on the notification issued by Ministry of Corporate affairsdated March 19 2015 which required every Company having its equity shares listed onrecognized stock exchange or Company having not less than one thousand Members to provideits Members facility to exercise their vote through electronic means. Since the Companyhas been listed on Ahmedabad Stock Exchange which being a Regional Stock Exchange theBoard was of the opinion that the Company was not required to provide e-voting facility toits members & hence refrained to do so. However the Company shall henceforth providee-voting facility as & when required.
Response to Point No. 3
The Company shall be more cautious & shall make sure that no such delay is causedin compliance with the Stock Exchanges.
Response to Point No. 4
The Annual Reports & Notice of AGM has been duly dispatched to respectiveshareholders. However the Company failed to obtain dispatch proof for the same. TheCompany shall be more vigilant in the future & shall make sure that no such error iscaused in future.
Response to Point No. 5
The Company had duly signed & executed the Uniform Listing Agreement on February18 2016 & sent the same to Ahmedabad Stock Exchange which has not been received fromthe Exchange till date. Your Company is trying to get in touch with the officials of theExchange to get the same done.
Response to Point No. 6
Your Company had developed proper Compliance mechanism & assures that henceforth itshall make all requisite newspapers publication in accordance with applicable Regulationsof SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015 CompaniesAct 2013 & rules made thereunder.
18. Risk Management
Risk Management is the process of identification assessment and prioritization ofrisks followed by coordinated efforts to minimize monitor and mitigate/control theprobability and/or impact of unfortunate events or to maximize the realization ofopportunities. The Company has laid a comprehensive Risk Assessment and MinimizationProcedure which is reviewed by the Audit committee and approved by the Board from time totime. These procedures are reviewed to ensure that executive management controls riskthrough means of a properly defined framework. The policy has been hosted on Company'swebsite www.osiajeehdl.com .
19. Public Deposits
The Company has not accepted any deposit from the general public within the meaning ofsection 73 of the Companies Act 2013 and the rules made there under.
20. Particulars of Contracts/ Arrangements with Related Party
During the year there were no related party transactions made in the Companytherefore Form AOC-2 is not applicable to the Company. The policy on materiality ofrelated party transactions and dealing with related party transactions as approved by theBoard may be accessed on the Company's website at the link:
21. Particulars of Loans Guarantees or Investments by the Company under section186
Details of Loan Guarantees and Investments covered under the provisions of the Actare disclosed in the notes to the Financial Statements.
22. Material Changes affecting the financial position of the Company
During the year ended March 31 2017 there were no material changes and commitmentsaffecting the financial position of the Company have occurred to which financial resultsrelate and the date of the Report.
23. Corporate Social Responsibility Committee
Since the provisions as laid down in the Section 135 of the Companies Act 2013 are notapplicable to the Company hence no such Committee has been formed. However Company hadalways tried in its best possible ways to involve itself in social development activities.
24. Dematerialisation of Shares
Your Company has connectivity with the National Securities Depository Limited (NSDL)& Central Depository Services (India) Limited (CDSL) for dematerialization of itsEquity Shares. The ISIN No INE186R01013 has been allotted for the Company Shares.Therefore the members and/or investors may keep their shareholdings in the electronicmode with their Depository Participant.
As on March 31 2017 67.68% of the paid up Equity Share Capital stands in Demat modeand the remaining 32.32% Equity Shares were held in physical mode the details of whichare as follows:
25. Listing of Shares
The shares of your Company are listed at BSE Limited. The applicable Annual Listingfees have been paid to the Stock Exchange for the financial year 2016-17.
26. Subsidiary Companies
The Company does not have any Subsidiary Company.
27. Vigil Mechanism/Whistle Blower Policy
Pursuant to the provisions of the Companies Act 2013 read with the Companies (Meetingof Board and its Powers) Rules 2014 and SEBI (Listing Obligations & DisclosureRequirements) Regulations 2015 every listed Company is required to have a VigilMechanism/ Whistle Blower Policy for the Directors and employees to report their concernsand grievances. The Company has a Whistle Blower Policy in place and the same is alsoavailable on the web-site at the web-link
The Audit Committee of Directors are entrusted with the responsibility to oversee theVigil mechanism.
28. Corporate Governance
In terms of Regulation 15(1) of SEBI (Listing Obligations & DisclosureRequirements) Regulations 2015 the provisions related to Corporate Governance asspecified in Regulation 17 to 27 and Clause (b) to (i) of sub-regulation (2) of regulation46 and para C D and E of schedule V shall not be applicable in respect of companieshaving paid up equity share capital not exceeding Rs.10 crore and Net worth not exceedingRs.25 crore as on the last day of the previous financial year.
As on March 31 2017 the Equity Share Capital is Rs. 54000000 and Net worth is Rs.58014704. Hence the company is not providing a separate report on corporategovernance and also a certificate from the Company's Auditors confirming the complianceof Corporate Governance. However the Company continues to adhere to the best practicesprevailing in Corporate Governance and follows the same in its true spirit.
29. Secretarial Standards of ICSI
Pursuant to the approval given on April 10 2015 by the Central Government to theSecretarial Standards specified by the Institute of Company Secretaries of India theSecretarial Standards on Meetings of the Board of Directors (SS-1) and General Meetings(SS-2) came into effect from July 01 2015. The Company is in compliance with the same.
30. Significant and Material Orders Passed by the Regulators or Courts:
There are no significant and material orders passed by the Regulators/Courts whichwould impact the going concern status of the Company and its future operations.
31. Management Discussion and Analysis
Management Discussion and Analysis Report is appended to this Annual Report.
32. Particulars of Employees
Particulars of employees in accordance with the provisions of Section 197 of theCompanies Act 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 are not given as none of the employees qualifies forsuch disclosure.
33. Conservation of Energy T echnology Absorption and Foreign Exchange Earning &Outgo
There was no technology absorption and no foreign exchange earnings or outgo duringthe year under review. Hence the information as required under Section 134(3)(m) of theCompanies Act 2013 read with the Companies (Accounts) Rules 2014 is to be regarded asNil.
The Company has not entered into any technology transfer agreement.
Your Directors take this opportunity to express their grateful appreciation for theexcellent assistance and co-operation received from all our Clients Bankers BusinessAssociates and the Government and other regulatory authorities and thank all stakeholdersfor their valuable sustained support and encouragement towards the conduct of theproficient operation of the Company. Your Directors would like to place on record theirgratitude to all the employees who have continued their support during the year.
Nomination & Remuneration Policy of the Company
THE APPOINTMENT POLICY FOR INDEPENDENT DIRECTORS KEY MANAGERIAL PERSONNEL & SENIOR
EXECUTIVES WILL BE AS UNDER-
(A) Independent Directors:
Independent Directors will be appointed based on the criteria mentioned under section149(6) of the Companies Act 2013 and in accordance with other applicable provisions ofthe Companies Act 2013 rules made thereunder & Listing Agreements entered with StockExchanges.
(B) Key Managerial Personnel (KMP):
KMP will be appointed by the resolution of the Board of Directors of the Company basedon qualifications experience and exposure in the prescribed field. Removal of the KMPwill also be done by the resolution of Board of Directors of the Company. Appointment/Removal will be in accordance with the provisions of the Companies Act 2013 rules madethereunder and Listing Agreements entered with Stock Exchanges.
(C) Senior Executives:
Senior Executive will be appointed by the Chairman and the Managing Director and/orExecutive Director of the Company based on their qualifications experience and exposure.Removal of the Senior Executives will also be by Chairman Managing Director and/orExecutive Director. Further appointment and removal will be noted by the Board asrequired under clause 8(3) of Companies (Meeting of Board and its Powers) Rules 2014.
REMUNERATION POLICY FOR DIRECTORS KEY MANAGERIAL PERSONNEL AND OTHER EMPLOYEES WILL BEAS UNDER
The following will be the guiding factors with respect to remuneration to DirectorsKey Managerial Personnel and other employees
(A) The objective of policy is directed towards having a compensation philosophy andstructure that will reward and retain talent;
(B) Remuneration to Key Managerial Personnel and other employees will have a balancebetween fixed and incentive pay reflecting both short and long term performance objectivesappropriate to the working of the Company and its goals and objectives. Such remunerationwill generally comprise of fixed pay bonus ex-gratia perquisites and other work relatedbenefits;
(C) The Remuneration to the key managerial personnel and other employees will be suchas to ensure that the relationship of remuneration to performance is clear and meetsappropriate performance benchmarks and also the market conditions in the employmentmarket.