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OTCO International Ltd.

BSE: 523151 Sector: IT
NSE: N.A. ISIN Code: INE910B01010
BSE LIVE 15:15 | 12 Dec 35.00 -1.70
(-4.63%)
OPEN

34.90

HIGH

35.00

LOW

34.90

NSE 05:30 | 01 Jan Stock Is Not Traded.
OPEN 34.90
PREVIOUS CLOSE 36.70
VOLUME 2330
52-Week high 38.60
52-Week low 24.05
P/E
Mkt Cap.(Rs cr) 9
Buy Price 35.00
Buy Qty 70.00
Sell Price 37.00
Sell Qty 7587.00
OPEN 34.90
CLOSE 36.70
VOLUME 2330
52-Week high 38.60
52-Week low 24.05
P/E
Mkt Cap.(Rs cr) 9
Buy Price 35.00
Buy Qty 70.00
Sell Price 37.00
Sell Qty 7587.00

OTCO International Ltd. (OTCOINTL) - Director Report

Company director report

Dear Members

The Directors take pleasure in presenting the 36th Annual Report of theCompany together with the Audited Statements of Accounts for the year ended 31st March2017 as under: -

1. Financial Results:

Particulars Year ended 31st March 2017 Year ended 31st March 2016
Income from operations 149.34 550.00
Total Expenditure 138.85 464.15
Profit before Interest Depreciation & Tax 10.49 85.85
Interest 0.00 0.00
Profit before Depreciation & Tax (PBDT) 10.49 85.85
Depreciation 1.08 1.52
Profit before Tax (PBT) 9.41 84.33
Provision for Taxation 0.40 16.21
Profit After Tax (PAT) 9.01 68.12

2. Company Performance

There was a drop in the Company’s consultancy business during the year resultingin reduction in income compared to the previous year and correspondingly the PAT has alsocome down substantially to Rs. 9.01 lakhs. In order increase the profitability the Companyis scouting for suitable projects for undertaking and is hopeful that in the coming periodthe Company would be able to fix suitable new projects and improve its financial andoperational performance.

3. Dividend:

Due to carry forward of losses of earlier years the directors do not recommend dividendfor this year.

4. Particulars of Employees and Related Disclosures

There are no employees drawing remuneration in excess of limit set out in terms of theprovisions of Section 197(12) of the Companies Act 2013 read with Rules 5(2) and 5(3) ofthe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014.Disclosures pertaining to remuneration and other details as required under Section 197(12)of the Companies Act 2013 read with Rule 5(1) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 are provided in the Annexure - A.

5. Corporate Governance

The corporate governance norms as specified in SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 even though are not applicable to Company still they arebeing complied with by the Company voluntarily. I

6. Directors and Key Managerial Personnel: I

The details about the appointment re-appointment change in designation resignationof Directors ; and KMP are as follows:

Name Designation Effective date Remarks
Mr. Kesavan Ramadasan Non-Executive and Independent Director 03.12.2016 Resigned
Ms. Chinnamma Pullattu Mathew Non-Executive and Non- Independent Director 26.09.2016 Appointed as Director (Non-Executive and NonIndependent Director) in the 35 th AGM
Mr. Balakrishnan Ramasubramanian Non-Executive & Independent Director 17.12.2016 Appointed as Additional Director (Non-Executive and Independent Director)

Mr. Shaine Sunny Mmidaplakkal Whole Time Director Mr. Manish Chetani CompanySecretary and Mr.Bikash Dash Chief Financial Officer were designated as "KeyManagerial Personnel" of die Company pursuant to Sections 2(51) and 203 of theCompanies Act 2013 read with the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014.

7. Listing with Stock Exchanges:

The Company’s shares are currently listed in the BSE and the listing fees has beenpaid till 31st March 2018.

8. Auditors:

M/s. C. Ramasamy & B. Srinivasan Chartered Accountants Chennai were appointed atthe 35th Annual General Meeting to continue as the auditor of the Company tillthe conclusion of the 39th Annual General Meeting subject to ratification inthe AGMs every year. The Company proposes the same for ratification at the ensuing AGM andhas received confirmation from the auditor regarding their consent and eligibility miderSections 139 and 141 of the Companies Act 2013 read with the Companies (Accounts) Rules2014 for appointment as the Auditors of the Company.

As required mider Regulation 33 of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 the Auditors have also confirmed that they hold a validcertificate issued by the Peer Review Board of the Institute of Chartered Accountants ofIndia.

The Audit Committee and die Board of Directors have recommended the ratification of theAuditors for the financial year 2017-18. The necessary resolution is being placed beforethe shareholders for approval.

9. Cost Audit

The Provision of cost audit requirements is not applicable to the Company.

10. Compliance under Companies Act 2013

Pursuant to Section 134 of the Companies Act 2013 read with the Companies (Accounts)Rules 2014 your Company has complied with the compliance requirements and the details ofcompliances under Companies Act 2013 are enumerated in below given Sections.

10 (a). Extract of Annual Return:

An extract of Annual Return in Form MGT-9 as on March 31 2017 is attached asAnnexure-B to this Report.

10 (b). Board Meetings Held During the Year

Dining the year 7 (Seven) meetings of the Board of Directors were held.

10 (c). Director’s Responsibility Statement:

To the best of our knowledge and belief and according to the information andexplanations obtained by us your Directors make the following statements in terms ofSection 134 (3)(c) of the Companies Act 2013:

(a) in the preparation of the annual financial statements for the year ended March 312017 the applicable Accounting Standards had been followed along with proper explanationrelating to material departures.

(b) for the financial year ended March 31 2017 such accounting policies as mentionedin the Notes to the financial statements have been applied consistently and judgments andestimates that are reasonable and prudent have been made so as to give a true and fairview of the state of affairs of the Company and of the Profit and Loss of the Company forthe year ended March 31 2017.

(c) 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.

(d) the annual financial statements have been prepared on a going concern basis.

(e) that proper internal financial controls were followed by the Company and that suchinternal financial controls are adequate and were operating effectively.

(f) that proper systems to ensure compliance with the provisions of all applicable lawswere in place and that such systems were adequate and operating effectively.

10 (d). Declaration by Independent Directors:

The Company has received necessary declaration from each independent director underSection 149(7) of the Companies Act 2013 that he meets the criteria of independence laiddown in Section 149(6) of the Companies Act 2013 and Regulation 25 of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015

10 (e). Remuneration Policy of the Company.

The Current policy is to have an appropriate mix of executive and independent directorsto maintain the independence of the Board and separate its functions of governance andmanagement. On March 31 2017 the Board consisted of 4 members one of whom is executiveand whole time director one is non-executive non-independent women director and two areindependent directors.

The policy of the Company on director’s appointment and remuneration includingcriteria for determining qualifications positive attributes independence of a directorand other matters asrequired under sub-Section (3) of Section 178 of the Companies Act2013 is available on our website.

10 (f). Audit

Statutory Audit:

The Independent Auditors’ Report for fiscal 2017 does not contain anyqualification reservation or adverse remark. The Independent Auditors’ Report isenclosed with the financial statements in this Annual Report.

Secretarial Audit:

Pursuant to provisions of Section 204 of the Companies Act 2013 read with Rule 9 ofthe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 yourCompany engaged the services of Mr. S. SHREENIVASAN Company Secretary in PracticeChennai to conduct the Secretarial Audit of the Company for the financial year ended March31 2017. The Secretarial Audit Report (in Form MR-3) is attached as Annexure-C to thisReport. The Secretarial Audit Report does not contain any qualifications reservation oradverse remark.

10 (g). Particulars of Loans Guarantees or Investments under Section 186 of theCompanies Act 2013

The Company has no secured loans unsecured loans current/non-current investmentsguarantees securities extended as per the provision of Section 186 of the Companies Act2013.

10(h). Related Party Transactions:

All transactions entered by the Company with Related Parties were in the OrdinaryCourse of Business and at Arm’s Length pricing basis and the provisions of Section188 of the Companies Act 2013 are not attracted. Thus the disclosure in Form AOC-2 isnot required.

There were no materially significant transactions with Related Parties during thefinancial year 2016-17 which were in conflict with the interest of the Company. Suitabledisclosures as required under AS-18 have been made in Note 2.15 of the Notes to thefinancial statements.

10(1). Material changes and commitments affecting the financial position of the Companywhich have occurred between March 31 2017 and May 27 2017 (date of the Report)

There were no material changes and commitments affecting the financial position of theCompany between the end of financial year i.e. March 31 2017 and the date of thereport i.e.. May 27 2017.

10(j). Conservation of Energy Technology Absorption and Foreign Exchange outgo:

The Particulars as prescribed under sub-Section(3)(m) of Section 134 of the CompaniesAct 2013 read with the Companies (Accounts) Rules 2014 is enclosed as Annexure:-D.

10(k). Risk Management Policy:

Risk Management policy is annexed to the Director’s Report in Annexure: -E 10(1).Corporate Social Responsibility Policy:

As per the provision of Section 135 of Companies Act 2013 every Company having networth of Rupees Five Hundred Crore or more or turnover of Rupees One thousand crore ormore or a net

profit of Rupees five crore or more during any financial year shall constitute a CSRCommittee and the Company should spend at least 2% of average net profit of threeimmediately preceding financial years in every financial year. As the Company does notfall within the above guidelines compliance of this clause does not arise as of now.

10(m). Formal Annual Evaluation:

The Company believes in conducting its affairs in a fair and transparent manner byadopting the highest standards of professionalism honesty integrity and ethicalbehavior in consonance with the Company’s Code of Conduct policy for its employeesand also for the Board of Directors. The honesty integrity and sound judgment andperformance of the Directors and the Senior Management are key criteria for the successand for building a good reputation of the Company. Each Director and executive in theSenior Management is expected to comply with the letter and spirit of this Policy. Apartfrom this Code The Code of Conduct for Directors/Employees shall also be applicableadditionally and specifically to the Senior Management of the Company Mutatis Mutandis.Any Actual or potential violation of these Codes by the Board Directors would be thematter of serious concern for the Company.

10(n). Composition of Audit Committee:

As per the provisions of Section 177(8) of the Companies Act 2013 the composition ofCompany’s Audit Committee is stated below:

Name of Member Directorship of Member Designation
Mr. Subrahnianiya Sivam Ramamurthy Non- Executive Independent Director Chairman
Mr. Balakrishnan Raniasubramanian Non- Executive Independent Director Member
Mr. Shaine Sunny Mmidaplakkal Executive Non-Independent Whole Time Director Member

11. Vigil Mechanism/Whistle Blower Policy

Pursuant to Section 177(9) of the Companies Act 2013 read with Rule 7 of the Companies(Meetings of Board and its Powers) Rules 2014 and Regulation 22 of the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 the Board of directors hadapproved the Policy of Vigil Mechanism/Whistle Blower and the same was hosted on the website of the Company. The Policy inter alia provides a direct access to die Chairman of theAudit Committee.

Your Company hereby confirms that no director / employee has been denied access to theChairman of the Audit Committee and that no complaints were received during the year.

12. Information about the Financial Performance / Financial Position of theSubsidiaries / Associates/ JV

The Company has no Subsidiaries / Associates/ JV as on date.

13. Deposits

Dining die year under review your Company did not accept any deposits within themeaning of provisions of Chapter V - Acceptance of Deposits by Companies of the CompaniesAct 2013 read with the Companies (Acceptance of Deposits) Rules 2014.

14. Significant & Material Orders Passed by the Regulators:

There are no significant and material orders passed by the Regulators or Courts orTribunals which would impact the going concern status of die Company.

lS.Internal Control systems and their adequacy

Details of the same are provided in the Management Discussion and Analysis Reportattached as Annexure-F to this Report.

16. Acknowledgement:

The Directors wish to express dieir appreciation for the continued assistance andco-operation received from the Government authorities bank customers businessassociates and members during the year under review. Your Directors also wish to thank allthe employees for their contribution support and continued cooperation throughout theyear.

For and on behalf of Board
Place: Chennai Sd/- Sd/-
Date: 27.05.2017 Mr. Shaine Sunny Mundaplakkal Ms. Chinnamma P Mathew
Director Director
DIN:-06429415 DIN:-07117184