Oswal Minerals Ltd.
|BSE: 522299||Sector: Metals & Mining|
|NSE: OSWALMIN||ISIN Code: INE469B01017|
|BSE 05:30 | 01 Jan||Oswal Minerals Ltd|
|NSE 00:00 | 29 Jan||Oswal Minerals Ltd|
|BSE: 522299||Sector: Metals & Mining|
|NSE: OSWALMIN||ISIN Code: INE469B01017|
|BSE 05:30 | 01 Jan||Oswal Minerals Ltd|
|NSE 00:00 | 29 Jan||Oswal Minerals Ltd|
The Directors have pleasure in presenting before you the 21st Annual Reportof the Company together with the Audited Statements of Accounts for the year ended 31stMarch 2017.
1. FINANCIAL RESULTS
(Rs. In Lakhs)
2. OPERATION & PERFORMANCE
During the year under review despite the dramatic market conditions your Companyachieved Rs. 82870.94 lakhs revenue from operations as compared to Rs. 65439.38 Lakhs inthe financial year 2015-16. Your Company recorded Profit after Tax of Rs. 443.81 lakhs ascompared to loss of Rs. 834.69 lakhs previous financial year. Your Company has opened abranch in Faridabad (Haryana) to extend its wings in Northern India. Your company is alsoflourishing in Middle East & far East Countries Europe African & Gulf Countries.During the year under review the Company has forfeited 199600 Equity shares on 16 June2016 due to non-payment of calls thereafter restructuring the paid-up share capital to7550400 Equity shares.
3. TRANSFER TO RESERVE
During the Financial Year under review your Company has transferred the shareforfeiture amount of Rs. 613518.00 in Capital Reserve account.
4. CHANGE IN THE NATURE OF BUSINESS IF ANY
There was no change in the nature of business of the Company during the financial yearended 31st March 2017.
5. PUBLIC DEPOSITS
The Company has not accepted Deposits falling within the meaning of section 73 of theCompanies Act 2013 and the Companies (Acceptance of Deposits) Rules 2014 during the yearunder review.
To strengthen the financial position of the Company and with a view to conserve theresources of the company for growth and expansion of the company your Directors do notwish to recommend any dividend.
7. DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)
(a) Retire by Rotation
Sri. Mohanlal Bharath Kumar Jain (Din: 01252633) & Sri. Sripal Kumar Mohanlal (Din:01000236) Directors of the Company retires by rotation at the ensuing Annual GeneralMeeting of the company and being eligible offers themselves for reappointment. The Boardof Directors recommended their appointment for consideration of the members at theforthcoming Annual General Meeting.
During the Financial Year Smt. Seema Jain (Din: 00437290) had joined the Board asAdditional Director (category- Non-Executive) on 30 January 2017 & Sri Manish KumarJain (Din: 07813662) had joined the Board as Additional Director (category- independent)on 24 May 2017.
Sri Srinivas Ilendra due to pre-occupation resigned from his Directorship w.e.f 24 May2017.
(d) Key Managerial Personnel
*Mr. Sripal Kumar Mohanlal Director since 06.02.2004 was appointed as MD for a term offive years on 27.03.2014. #Mr. Mohanlal Bharath Kumar Jain Director since27.02.2010 was appointed as WTD for a term of five years on 27.03.2014.
@ Mr. Subhashchand Mohanlal Director since 1.04.2013 was appointed as CFO for aterm of five years on 05.09.2014.
(e) STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS UNDER SUB- SECTION (6) OFSECTION 149
Pursuant to the provisions of Section 149(7) of the Act and the provisions of theListing Regulations the Company has received requisite declaration from each of theIndependent Directors stating that they meet the criteria of independence as per Section149(6) of the Act and the Listing Regulations.
(f) FAMILIARIZATION PROGRAMME UNDERTAKEN FOR INDEPENDENT DIRECTORS
The Independent Directors are familiarised with the Company their roles rightsresponsibilities in the Company nature of the industry in which the Company operatesbusiness model of the Company etc. On appointment the Independent Directors are issuedLetter of Appointment setting out in detail the terms of appointment dutiesresponsibilities and expected time commitments. Each newly appointed Independent Directoris taken through a formal induction program on the Company's operations marketingfinance and other important aspects. The Company Secretary briefs the Director about theirlegal and regulatory responsibilities as a Director. The familiarization program isavailable on the Company's website under the weblink;http://oswalminerals.com/wp-content/uploads/2017/04/3.pdf
8. BOARD AND COMMITTEE MEETINGS
The Board of Directors of the Company met 6 (six) times during FY 2016-17 on02.05.2016 16.06.2016 25.07.2016 06.09.2016 15.11.2016 & 30.01.2017. The detailsof the composition of the Board and its Committees and of the meetings held and attendanceof the Directors at such meetings are provided in the Corporate Governance Report. Theintervening gap between the meetings was within the period prescribed under the Act andthe Listing Regulations.
9. AUDIT COMMITTEE
The composition and terms of reference of the Audit Committee has been furnished in theCorporate Governance Report forming a part of this Annual Report. There has been noinstance where the Board has not accepted the recommendations of the Audit Committee.
10. VIGIL MECHANISM AND WHISTLE BLOWER
Pursuant to provisions of section 177 (9) of the Companies Act 2013 the Company hasestablished a "Vigil mechanism" incorporating Whistle Blower Policy in terms ofthe Listing Obligations and Disclosure Requirements 2015 for employees and Directors ofthe Company for expressing the genuine concerns of unethical behavior frauds orviolation of the codes of conduct by way of direct access to the Chairman of the AuditCommittee in exceptional cases. The Company has also provided adequate safeguards againstvictimization of employees and Directors who express their concerns. The policy on"Vigil mechanism and
Whistle Blower" may be accessed on the Company's website at link:http://oswalminerals.com/wp-content/uploads/ 2017/04/2.pdf
11. NOMINATION AND REMUNERATION COMMITTEE
The composition and terms of reference of the Nomination and Remuneration Committee hasbeen furnished in the Corporate Governance Report forming a part of this Annual Report.
12. STAKEHOLDERS' RELATIONSHIP COMMITTEE
The composition and terms of reference of the Share transfer cum StakeholdersRelationship Committee has been furnished in the Corporate Governance Report forming apart of this Annual Report.
13. NOMINATION AND REMUNERATION POLICY OF THE COMPANY
The Company's Policy relating to appointment of Directors payment of Managerialremuneration Directors' qualifications positive attributes independence of Directorsand other related matters as provided under Section 178(3) of the Companies Act 2013 isfurnished in our website at link:http://oswalminerals.com/wp-content/uploads/2016/09/Nomination-Remuneration-Policy.pdf
14. FORMAL ANNUAL EVALUATION
One of the vital functions of the Board is monitoring and reviewing the BoardEvaluation framework formulated by the Nomination and Remuneration Committee that lay downthe evaluation criteria for the performance of all the directors in accordance withprovisions of the Act and the Corporate Governance requirements as prescribed inaccordance with the provisions of the Listing Regulations. A separate exercise was carriedout to evaluate the performance of individual Directors including the Chairman of theBoard on parameters such as level of engagement and contribution independence ofjudgement safeguarding the interest of the Company and its minority shareholders etc.The performance of the Non-Independent Directors and Board as a whole was also reviewed bythe Independent Directors. The Independent Directors met on 16 January 2017 and reviewedthe performance of the Managing Director the Board and its Chairman. The IndependentDirectors appreciated the exemplary leadership role of the Board Chairman in upholding thehighest standards of corporate governance. The Board of Directors in its Meeting held on30 January 2017 undertook the annual evaluation of its own performance Board committeesand individual directors. The review concluded that the performance of the DirectorsCommittees & the Board as a whole to be adequate and satisfactory.
15. INTERNAL FINANCIAL CONTROL SYSTEMS
The Audit Committee reviews the reports submitted by the Internal Auditors in each ofits meeting. It also actively reviews the adequacy and effectiveness of the internalcontrol system and suggests improvements to strengthen the same. In the opinion of theBoard the existing internal control framework is adequate and commensurate to the sizeand nature of the business of the Company. During the year such controls were tested andno reportable material weaknesses in the design or operation were observed.
16. CORPORATE SOCIAL RESPONSIBILITY (CSR) INITIATIVES
Your company is fully aware of its Corporate Social Responsibility (CSR) theguidelines in respect of which were more clearly laid down in the recently overhauledCompanies Act. But the Company has not yet met with the specified criteria mentioned inthe Section 135 of the Companies Act 2013 to contribute towards Corporate Socialresponsibility. The CSR Policy approved by the Board may be assessed on the website of theCompany at http://oswalminerals.com/wp-content/uploads/2016/09/CSR-Policy.pdf
17. DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013
The Company has zero tolerance towards sexual harassment at workplace and during theyear under review your Board has constituted an Internal Complaints Committee to considerand redress complaints of sexual harassment & also adopted a policy on preventionprohibition and redressal of sexual harassment at workplace in line with the provisions ofSexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013and the rules framed thereunder. During the financial year 2016-17 the Company hasreceived no complaints on sexual harassment.
18. CORPORATE GOVERNANCE
The Company has in place a system of Corporate Governance. A separate report onCorporate Governance forming part of the Annual Report of the Company is annexed hereto. Acertificate from the Auditors of the Company regarding compliance of conditions ofCorporate Governance as stipulated under Corporate Governance regulation of the ListingObligations and Disclosure Requirements 2015 is annexed to the report on CorporateGovernance.
19. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The Management Discussion and Analysis Report as required under Regulation 34(2)(e) ofthe Listing Regulations forms an integral part of this report and is annexed herewith as AnnexureA.
20. CEO/CFO CERTIFICATION
The CEO/ CFO certificate on the financial statements of the Company as required underRegulation 17(8) read with Schedule II Part B of the Listing Regulations part of thisreport and is annexed herewith as Annexure D.
21. PERSONNEL & RELATED INFORMATION
None of the employees have received remuneration in excess of the sum prescribed underSection 197 of the Companies Act 2013 read with Rule 5 of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014. Disclosures pertaining to remunerationand other details as required under Section 197(12) of the Act read with Rule 5(1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 are annexedas ANNEXURE - G.
Since the Company has no subsidiary or holding company no particular is required to begiven pursuant to the provisions of Section 197 (14) of the Companies Act 2013.
22. HUMAN RESOURCES
Your Company believes in best HR practices by providing its employees a world classworking environment giving them equal opportunities to rise and grow. We continue toimplement the best of HR policies so as to ensure that talent retention is ensured at alllevels. Employee relations continued to be cordial and harmonious at all levels and in alldivisions of the Company during the year.
23. HEALTH SAFETY AND ENVIRONMENTAL PROTECTION
In line with our Group vision Health and Safety remains our top most priority. Ourcontinued efforts aimed at enhancing safety standards and processes and minimize safetyrisks and reduce health hazards are aligned with our focus to be the industry benchmark.Your Company remains focused on minimising the environmental impact of its operations andcontinues to adopt sustainable practices to improve its environmental performance. Alignedwith the Group values compassion for environment under Corporate Citizenship is deeplyembedded in your Company's vision. Your Company is in process to obtain certified standardunder ISO 9001: 2015.
24. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS MADE U/S 186 OF THE COMPANIES ACT2013
The Company has not given any loan guarantee or made any investment during thefinancial year 2016-17.
25. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES
All the contracts/arrangements/transactions entered by the Company during the FinancialYear with related parties were in the ordinary course of business and on an arm's lengthbasis. The particulars of Contracts or Arrangements made with related parties as specifiedin Annexure B (form AOC-2). In compliance with the provisions of the Act and theSEBI Regulation 2015 each RPT is placed before the Audit Committee for prior approval. Aprior omnibus approval of the Audit Committee is obtained on a yearly basis for thetransactions which are foreseen and repetitive in nature. The transactions pursuant tothe omnibus approval so granted is audited and a detailed quarterly statement of all RPTsis placed before the Audit Committee for its review. The policy on RPTs updated on 14April 2017 by the Board is available on the Company's website athttp://oswalminerals.com/wp-content/uploads/2016/08/POLICY-ON-RELATED-PARTY-TRANSACTIONS.pdf
26. DETAILS OF SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS
IMPACTING THE GOING CONCERN STATUS & COMPANY'S OPERATIONS IN FUTURE
There was no significant and material order passed by the regulators or courts ortribunals impacting the going concern status and Company's operations in future.
27. DIRECTOR'S RESPONSIBILITY STATEMENT
The Directors' Responsibility Statement setting out compliance with the accounting andfinancial reporting requirements specified under Section 134(3)(c) of the Companies Act2013 in respect of the financial statements is furnished below and on behalf of theBoard of Directors it is hereby confirmed :-
i. that in the preparation of the annual accounts for the year ended 31.03.2017 theapplicable accounting standards have been followed and proper explanations providedrelating to material departures if any;
ii. that such accounting policies have been selected and applied consistently andjudgments and estimates made that are reasonable and prudent so as to give a true and fairview of the state of affairs of the Company at the end of the financial year and of theprofit of the Company for that period;
iii. that proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;
iv. that the annual accounts have been prepared on a going concern basis;
v. that internal financial controls were followed by the Company and they are adequateand are operating effectively; and
vi. that proper systems have been devised to ensure compliance with the provisions ofall applicable laws and such systems are adequate and operating effectively.
(a) Statutory Auditors
Pursuant to Section 139 of the Act read with the Companies (Audit and Auditors) Rules2014 the current term of M/s. N N Yuvaraj (Firm Registration No. 00S1377) CharteredAccountants as the Statutory Auditors of the Company expires at the conclusion of theensuing AGM of the Company. Your Board at its meeting held on 24 May 2017 upon therecommendation of the Audit Committee has recommended the appointment of M/s. V Pitliya& Co. Chartered Accountants Bangalore (Firm Registration No. 017405S) andmembership No. 239111 as the Statutory Auditors of the Company at the 21st AGMof the Company for an initial term of 5 (five) years i.e. from the conclusion of 21stAGM till the conclusion of 26th AGM of the Company pursuant to Section 139 ofthe Act forms part of the Notice of the 21st AGM of the Company. The Companyhas received their written consent and a certificate that they satisfy the criteriaprovided under Section 141 of the Act and that their appointment if made shall be inaccordance with the applicable provisions of the Act and rules framed thereunder.
(b) Secretarial Auditor
CS. Subhashini Ghantoji Practicing Company Secretary (Membership No. 33743 COP:12584) was appointed as Secretarial Auditor & their report on Secretarial Audit inForm No. MR 3 under Section 204 of the Companies Act 2013 for the Financial Year 2016-17is attached as Annexure- C and shall form the part of the Board Report.
29. MATERIAL CHANGES AND COMMITMENTS AFTER THE BALANCE SHEET DATE
There were no Material changes and commitments affecting the financial position of theCompany between the end of the financial year (31.03.2017) and date of the Report.(24.05.2017)
30. INPUT FROM MANAGEMENT ON QUALIFICATIONS/OBSERVATIONS UNDER THE SECRETARIALAUDITORS' REPORT
As per the Secretarial Auditors' Report attached herewith as Annexure-C there arecouple of qualifications/observations by the Secretarial Auditor the explanation of whichis as under: Referring to point (i) the Company has already registered under theKarnataka Shops & Establishment Act 1961 as well as initiated the process ofregistering under the various Labour Laws as applicable. Referring to point (ii)the reportis signed solely by the Managing Director.
31. EXTRACT OF ANNUAL RETURN
The extracts of Annual Return pursuant to the provisions of Section 134 (3) (a) of theCompanies Act 2013 is furnished in Annexure E (Form MGT 9) and is attached to thisReport.
32. ENERGY CONSERVATION TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS &OUTGO
The information on conservation of energy technology absorption and foreign exchangeearnings and outgo stipulated under Section 134(3)(m) of the Companies Act 2013 read withCompanies (Accounts) Rules 2014 is annexed as Annexure-F to this Report.
33. GENERAL DISCLOSURE
Your Directors state that during the F.Y 2016-17 unsecured loans provided to theCompany was made from their own funds. Declarations pertaining to the same was provided tothe Company as per Declaration pursuant to Rule 2(1)(c )(viii) of the Companies(Acceptance of Deposits) Rules 2014.
Your Directors take this opportunity to thank all its Stakeholders i.e. shareholderscustomers vendors dealers investors business associates and bankers for theircontinued support during the year. They place on record their deep appreciation of thededication and commitment of employees to the growth of your company during the year. YourDirectors also express their deep sense of gratitude towards various Governments andregulatory authorities for their continued support and look forward to their guidance inthe future.