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OTCO International Ltd.

BSE: 523151 Sector: IT
NSE: N.A. ISIN Code: INE910B01010
BSE LIVE 15:15 | 11 Aug 24.05 -1.25






NSE 05:30 | 01 Jan Stock Is Not Traded.
OPEN 24.05
52-Week high 36.80
52-Week low 15.85
P/E 38.79
Mkt Cap.(Rs cr) 6
Buy Price 0.00
Buy Qty 0.00
Sell Price 24.05
Sell Qty 750.00
OPEN 24.05
CLOSE 25.30
52-Week high 36.80
52-Week low 15.85
P/E 38.79
Mkt Cap.(Rs cr) 6
Buy Price 0.00
Buy Qty 0.00
Sell Price 24.05
Sell Qty 750.00

OTCO International Ltd. (OTCOINTL) - Director Report

Company director report

Dear Members

The Directors take pleasure in presenting the 35 Annual Report of the Company togetherwith the Audited Statements of Accounts for the year ended 31st March 2016 as under: -

1. Financial Results:

(Rs in Lacs)

Particulars Year ended 31 st Year ended 31 st
March 2016 March 2015
Income from operations 550.00 161.11
Total Expenditure 464.15 153.50
Profit before Interest Depreciation & Tax 85.85 8.12
Interest 0.00 0.00
Profit before Depreciation & Tax (PBDT) 85.85 8.12
Depreciation 1.52 0.51
Profit before Tax (PBT)
84.33 7.61
Provision for Taxation 16.21 1.23
Profit After Tax (PAT) 68.12 6.38

2. Company Performance

The company has obtained a consultancy contract and the income from operations shownabove represents the value of services rendered during the year.

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

Your Company was fully compliant with the Corporate Governance guidelines as laid outin erstwhile Clause 49 of the Listing Agreement. The corporate governance norms asspecified in SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 eventhough are not applicable to company are being complied with by the company voluntarily.

6. Directors and Key Manangerial Personnel:

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

SL No Name Designation Effective date Remarks
1. Mr. Collin R Timms Executive and Non independent Director 20.10.2015 Resigned
2. Ms. Chinnamma Pullattu Mathew Executive and Non - Independent Director 26.09.2015 Appointed as Director (Executive and Non Independent Director) in the 34th AGM
3. Ms. Chinnamma Pullattu Mathew CEO 13.11.2015 Her designation changes as Director (Non-Executive & Non Independent). She no longer holds the post of the CEO from 13.11.2015
4. Mr. Shaine Sunny Mundaplakkal Independent Director 20.10.2015 Resigned
5. Mr. Shaine Sunny Mundaplakkal Additional Director 28.10.2015 Appointed (Regularized from 07.12.2015)
6. Mr. Shaine Sunny Mundaplakkal Whole Time Director 28.10.2015 His designation changes as Whole Time Director (Executive & Non Independent).
7. Mr. ManasRanjanSahoo Company Secretary and Compliance Officer 10.09.2015 Resigned
8. Mr. Manish Chetani Company Secretary and Compliance Officer 11.09.2015 Appointed

Mr. Shaine Sunny Mundaplakkal Whole Time Director Mr. Manish Chetani CompanySecretary and Mr.Bikash Dash Chief Financial Officer were designated as "KeyManagerial Personnel" of the 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 been paidtill 31 March 2017.

8. Auditors:

M/s. C. Ramasamy & B. Srinivasan Chartered Accountants Chennai were appointed atthe 34 Annual

General Meeting to continue as the auditor of the company till the conclusion of the 39Annual General Meeting subject to ratification in the AGMs every year. The Companyproposes the same for ratification at the ensuing AGM and has received confirmation fromthe auditor regarding their consent and eligibility under Sections 139 and 141 of theCompanies Act 2013 read with the Companies (Accounts) Rules 2014 for appointment as theAuditors of the Company.

As required under 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 the Board of Directors have recommended the ratification of theAuditors for the financial year 2016-17. 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 2016 is attached as Annexure-Bto this Report.

10 (b). Board Meetings Held During the Year

During the year 9 (Nine) 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 312016 the applicable Accounting Standards had been followed along with proper explanationrelating to material departures.

(b) for the financial year ended March 31 2016 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 2016.

(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/she meets the criteria of independencelaid down 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 2016 the Board consists 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 as required 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 2016 does not contain any qualificationreservation or adverse remark. The Independent Auditors' Report is enclosed with thefinancial 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 Practice Chennaito conduct the Secretarial Audit of the Company for the financial year ended March 312016. 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 basisand the provisions of Section 188 ofthe Companies Act 2013 are not attracted. Thus the disclosure in Form AOC-2 is notrequired.

There were no materially significant transactions with Related Parties during thefinancial year 2015-16 which were in conflict with the interest of the Company. Suitabledisclosures as required under AS-18 have been made in Note2.15 of the Notes to thefinancial statements.

10(i). Material changes and commitments affecting the financial position of the Companywhich have

occurred between March 31 2016 and May 23 2016 (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 2016 and the date of thereport i.e. May 23 2015.

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(l). 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 shallconstitute a CSR Committee and the Company should spend at least 2% of average net profitof three immediately preceding financial years in every financial year. As the Companydoes not fall within the above guidelines compliance of this clause does not arise as ofnow.

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 employees andalso for the Board of Directors. The honesty integrity and sound judgment and performanceof the Directors and the Senior Management are key criteria for the success and forbuilding a good reputation of the Company. Each Director and executive in the SeniorManagement is expected to comply with the letter and spirit of this Policy. Apart fromthis 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. Subrahmaniya Sivam Ramamurthy Non- Executive Independent Director Chairman
Mr. Kesavan Ramadasan Non- Executive Independent Director Member
Mr. Shaine Sunny Mundaplakkal 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 the 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

During the year under review your Company did not accept any deposits within themeaning of provisions of Chapter V – Acceptance of Deposits by Companies of theCompanies Act 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 the Company.

15. 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 their 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.

Place: Chennai For and on behalf of Board
Date: 23.05.2016
Sd/- Sd/-
Mr. Shaine Sunny Mundaplakkal Ms. Chinnamma P Mathew
Director Director