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Oxides & Specialities Ltd.

BSE: 523389 Sector: Metals & Mining
NSE: HERDIOXIDE ISIN Code: INE597D01011
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Oxides & Specialities Ltd. (HERDIOXIDE) - Director Report

Company director report

Dear Members

Your Directors have pleasure in presenting the 29th Annual Report together withStatement of Accounts for the financial year ended March 31 2016.

FINANCIAL HIGHLIGHTS (Rs. in Lacs)

PARTICULAR Year ended 31.03.2016 Year ended 31.03.2015
Sales 0.00 0.00
Other Income 36.00 12.05
Profit /(Loss) Before Depreciation and Tax 25.23 2.44
Less : Depreciation 28.72 28.72
Profit /(Loss) Before Tax (3.49) (26.28)
Less: Tax 0 0
Profit/(Loss) after Tax (3.49) (26.28)
Balance of (loss) brought forward from previous year (3205.80) (3179.52)
Balance Carried to P & L Appropriation A/c (3209.29) (3205.80)

The Balance in Profit & Loss Account for the year is Rs. -3.49 Lacs (Previous yearRs. -26.28 Lacs). Total reserves stand at Rs. -3179.30 Lacs (Previous Year Rs. -3175.80Lacs) is carried to Balance Sheet under the head Reserves and Surplus.

1. OPERATIONS AND PRODUCTION

During the year under review the Company could not recommence the production asenvisaged due to very high cost of raw materials and severe financial constraint.Presently all production related activities are suspended. We have reduced the work forceto keep the cost at minimum.

2. DIVIDEND

In view of the continuing losses the Board of Directors cannot propose a Dividend forthe financial year.

3. FIXED DEPOSIT

During the year the Company has not accepted any Fixed Deposits within the meaning ofany of the sections of the Companies Act 2013 and the rules made there under.

4. BIFR RELATED UPDATES

The Draft Rehabilitation Scheme (DRS) submitted by the Company is pending with theHon'ble BIFR for its approval.

5. FUTURE BUSINESS PLANS OF THE COMPANY

In view of the unviable situation of existing products namely MIO and Ferrous Fumaratethe Company is planning to diversify to other products such as dyes and intermediates.

Efforts are being made to utilize the plant facilities as well as equipment of thisplant for production of dyes and intermediates. We have initiated actions to augment thesefacilities by addition of some more reactors filters and some balancing equipments sothat the combined facilities thus created would be utilized for production of Dyes andIntermediates. For cost effective production of Yellow Pigment we have identified newsource which will reduce and optimize cost of production. The Company is in process ofarranging long term funds as well as funds for working capital. The company is trying itsbest to restart the operations of the Company as early as possible.

6. EXTRACT OF ANNUAL RETURN

Pursuant to section 92(3) of the Companies Act 2013 and rule 12(1) of the Companies(Management and Administration) Rules 2014 an extract of annual return in MGT 9 as a partof this Annual Report.

7. DIRECTORS

During the year there is no change in composition of Board of Directors.

Mrs. Sangeeta Rathi Director retires by rotation and being eligible offers herselffor re-appointment at the forthcoming Annual General Meeting.

The Company has received declaration from all the independent directors of the companyconfirming that they comply with the provisions of their independence as per regulation 16(b) of the SEBI (LODR) Listing Regulations as well as provisions of the Companies Act2013 under section 149(6).

The Company has a policy of performance evaluation of the board various boardcommittees and individual directors. The report on Corporate Governance containsinformation on various Board and committees meetings thereof etc. and is an integral partof this report.

8. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under section 134(5) of the Companies Act 2013 withrespect to Directors Responsibilities Statement it is hereby confirmed that: a. In thepreparation of the annual accounts the applicable accounting standards had been followedalong with proper explanation relating to material departures; b. The directors hadselected such accounting policies and applied them consistently and made judgments andestimates that are reasonable and prudent so as to give a true and fair view of the stateof affairs of the company at the end of the financial year and of the profit and loss ofthe company for that period; c. The directors had taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of this Actfor safeguarding the assets of the company and for preventing and detecting fraud andother irregularities; d. The directors had prepared the annual accounts on a going concernbasis;

e. The internal financial controls for ensuring the orderly and efficient conduct ofits business including adherence to company's policies the safeguarding of its assetsthe prevention and detection of frauds and errors the accuracy and completeness of theaccounting records and the timely preparation of reliable financial information areadequate and are operating effectively; and f. The directors had devised proper systems toensure compliance with the provisions of all applicable laws and that such systems wereadequate and operating effectively.

9. BOARD MEETINGS

During the year under review four Board meetings were held. The dates on which themeetings were held are May 28 2015 August 12 2015 November 14 2015 and February 132016.

10. PARTICULARS OF EMPLOYEES

During the year under review none of the employees received remuneration of or inexcess of the limits prescribed under the provision of section 197 of the Companies Act2013 read with sub-rule (2)of rule 5 of Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014.

11. STATUTORY AUDITORS

In 28th AGM held on September 29 2015 M/s B K G & Associates Statutory Auditorsof the Company have been appointed till the conclusion of Annual General Meeting to beheld on year 2017 subject to rectification of their appointment at every AGM.Rectification of appointment is being sought from the members of the Company at theensuing AGM for their appointment as Statutory Auditors for the financial year 2016-2017.

12. DIRECTOR COMMENT ON AUDITOR'S REPORT

The observations made by the Auditors in their report read with relevant notes given inthe Notes to Accounts are self-explanatory and therefore do not require any comments fromyour Directors pursuant to section 134(3) (f) of the Companies Act 2013.

13. COST AUDIT

The Company is not required to have its cost records audited as per the Companies (CostRecords and Audit) Amendments Rules 2014.

14. SECRETARIALAUDIT

Ms. Disha Dugar a Practising Company Secretary (Membership number Fellow

8128 Certificate of Practice number 10895) was appointed as the Secretarial Aduitorand the report has been annexed and forms and integral part of Directors' Report. Thereport is self explanatory.

15. PARTICULARS OF TRANSACTIONS WITH RELATED PARTIES

All the transactions entered into by the Company with related parties were in ordinarycourse of business and were at arm's length. Transactions with related parties areconducted in a transparent manner and the rules are complied by. Since all the relatedparty transactions were entered by the Company in ordinary course of business and were atarm's length basis FORM AOC- 2 is not applicable to the Company.

16. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186

Particulars of loans and advances given and investments made have been given in noteno. 8 9 and 13 of Notes to accounts annexed with Balance Sheet and Profit and LossAccount.

17. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO

Information with respect to conservation of energy technology absorption foreignexchange earnings and outgo pursuant to Section 134 (3) (m) of the Companies Act 2013read with Rule 8 of The Companies (Accounts) Rules 2014 form part of this Report.

18. CORPORATE GOVERNANCE

As per Regulation 34 (3) SEBI (LODR) Listing Regulations 2015 a separate section onCorporate Governance forms part of the Annual Report. A certificate confirming thecompliance of conditions of corporate governance under 17 (8) SEBI (LODR) ListingRegulations 2015 is also attached to this Report.

19. EMPLOYEE RELATIONSHIP

The Company enjoyed very cordial relations with the employees during the Year underreview and the Management wishes to place on record its sincere appreciation of theefforts put in by workers staff and executives.

20. LISTING WITH STOCK EXCHANGE

The Equity Shares of the Company are listed with the BSE Limited. The application forrevocation of Suspension of trading is pending with the Exchange.

21. DEMATERIALISATION OF SHARES

Company has the facility to dematerialise its shares with both depositories viz. CDSLand NSDL.

22. EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS

Since the date of financial statements there are no material changes affecting thefinancial position of the Company.

23. CORPORATE SOCIAL RESPONSIBILITY INITIATIVE

The provisions of Section 135 of the Companies Act 2013 regarding Corporate SocialResponsibility (CSR) are not applicable to the Company. However your Company appreciatesthe concept of CSR and shall take initiatives at appropriate time.

24. POLICY OF APPOINTMENT & REMUNERATION

Pursuant to the provisions of Section 178(1) of the Companies Act 2013 a Nominationand Remuneration Committee is in place.

25. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

There were no funds liable to be transferred to Investors Education and ProtectionFund.

26. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

(PREVENTION PROHIBITION AND REDRESSAL) ACT 2013

Pursuant to Sexual Harassment of women at workplace (Prevention Prohibition &Redressal) Act 2013; the company has a policy in place for prevention of sexualharassment. Internal Complaints Committee has been set up to redress complaints receivedregarding sexual harassment. All employees (permanent contractual temporary trainees)are covered under this policy. The Company did not receive any complain during the year2015-16.

27. SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS

None of the regulators or Courts of Law has passed an order which can impact the goingconcern status of the Company.

28. SUBSIDIARY JOINTVENTURE AND ASSOCIATE COMPANY

No subsidiary company was formed during the year. There were no joint ventureoperations during the year.

29. RISK MANAGEMENT POLICY

The Company has a well structured internal control system through internal auditadministrative controls clear authority and responsibility and reporting system.

30. ACKNOWLEDGEMENTS

The Directors would like to express their sincere appreciation and gratitude for thesupport and co-operation received from the Central and State Governments Department CivicCorporation and authorities Banks Customers Suppliers Associates Vendors and Membersduring the year under review. The Directors also wish to thank and place on record theirappreciation for all the employees for their committed and sincere services and continuedcooperation throughout the year.

Place: Navi Mumbai For and on behalf of the Board
Date: May 19 2016
Brijmohan Rathi Sangeeta Rathi
Director Director