Raj Oil Mills Ltd.
|BSE: 533093||Sector: Industrials|
|NSE: RAJOIL||ISIN Code: INE294G01018|
|BSE 15:40 | 23 Feb||3.10||
|NSE 15:12 | 23 Feb||3.10||
|Mkt Cap.(Rs cr)||23|
|Mkt Cap.(Rs cr)||23.23|
Raj Oil Mills Ltd. (RAJOIL) - Director Report
Company director report
Raj Oil Mills Limited
Your Directors have pleasure in presenting their 13th Annual Report on the business andoperations of the Company and the audited financial statements for the financial yearended March 31 2015.
1. Financial Summary /Performance of the Company
The financial performance of the Company for the Financial Year ended March 31 2015 issummarized below:
(Rs. in Lakhs except EPS)
In view of current year loss your Directors regret their inability to recommend anydividend for the financial year under review.
In view of current year loss your Directors regret their inability to carry forwardany amount as reserves for the financial year under review.
4. Brief description of the Company's working during the year/State of Company's affair
The net income of the company decreased by 9.27% i.e. from Rs. 690611946/- in theFinancial year
2013- 14 to Rs.626563745/- in the Financial year
2014- 15. The net loss before tax decreased by 70.08% from Rs. 253564876/- inFinancial Year 2013-14 to Rs. 75859930/- in 2014-15.
As a result of the above stated financial performance the EPS has increased from Rs.(40.91) in the financial year 2013-14 to Rs. (1.13) in 2014-15.
5. Change in the nature of business if any
There is no change in the nature of business as compared to immediately precedingyears.
6. Material changes and commitments occurred between the end of the financial year ofthe company to which the financial statements relate and the date of the report
There was no material changes occurred subsequent to the close of the financial year ofthe Company to which the balance sheet relates and the date of the report.
7. Details of significant and material orders passed by the regulators or courts ortribunals impacting the going concern status and company's operations in future
1. The Board of Directors of the Company at their meeting held on May 29 2014 hadapproved the audited financial accounts for the year March 31 2014. The Company hadincurred major losses and the net-worth of the Company has been totally eroded. Furtherlooking at the financial position of the Company the Board of Directors of the Company attheir meeting held on June 6 2014 has decided to refer the Company to the Board of BIFRand the application to the BIFR Board was submitted on June 9 2014. The Board of BIFR hasaccepted the application of the Company and the case has been registered u/s.15 (1) of theSick Companies (Special Provisions) Act1985 with Board as case no. 8/2015 vide orderdated 12th January 2015.
2. Further during the year Company has received Notices from Company Law Board (CLB)and Registrar of Companies (ROC) Mumbai Maharashtra in relation to default made by theCompany in repayment of principal amount and interest accrued to the deposit holders onpublic deposit taken by the Company in terms of Section 58A of the Companies Act 1956. Inthis regards prosecution has been launched against the Company for which suitablerepresentations and replies have been given by the Company.
8. Details in respect of adequacy of internal financial controls with reference to theFinancial Statements.
The Company has an Internal Control Systems in place which ensures that all assets areprotected against loss from unauthorized use and all transactions are recorded andreported correctly. The Board has adopted the policies and procedures for ensuring theorderly and efficient conduct of its business including adherence to the Company'spolicies the safeguarding of its assets the prevention and detection of frauds anderrors the accuracy and completeness of the accounting records and the timelypreparation of reliable financial disclosures.
9. Details of Subsidiary/Joint Ventures/Associate Companies
The Company has no Subsidiaries Joint Ventures during the year under review. Howeverthe Company have associate concerns namely M/s. Raj Oil Mills and M/s. Raj Builders.
10. Performance and financial position of each of the subsidiaries associates andjoint venture companies included in the consolidated financial statement:
There is no transaction made with these concerns during the year hence no consolidationhas made.
11. Fixed Deposits:
The details relating to deposits covered under Chapter V of the Act are stated below:
(a) During the financial year under review the Company has not accepted any freshdeposits.
(b) During the year under review the unpaid / unclaimed amount (including interest andprincipal) as at the end of the year stands at Rs.6.84 Crores.
(c) During the year under review the Company has made default in payment of principalamount and interest accrued to the deposit holders from the Public Deposit taken by theCompany. In this regard the Company has received notice from the Company law Board andthe Registrar of Companies for which suitable representations and replies have been madeby the Company.
12. Statutory Auditors
You are requested to appoint Auditors for the current year and to authorize the Boardto fix their remuneration. The retiring auditors M/s. B. M. Gattani & Co CharteredAccountants are eligible for reappointment. A certificate from the Auditors has beenreceived to the effect that their reappointment if made would be within the limitsprescribed under Section 139 of the Companies Act 2013.
M/s. B. M. Gattani & Co. are proposed to be reappointed as Auditors to holdoffice up-to the conclusion of the 15th Annual General Meeting. Pursuant to the provisionsof Companies (Audit and Auditors) Rules 2014 M/s. B. M. Gattani & Co. CharteredAccountants have certified that:
a. They are eligible for appointment and are not disqualified for appointment under theCompanies Act 2013 the Chartered Accountants Act 1949 and rules/regulations madethereunder;
b. The proposed appointment is as per the term provided under the Companies Act 2013;
c. The proposed appointment is within the limits laid down by or under the authority ofthe Companies Act 2013;
d. There are no proceedings against the audit firm or proprietor of the audit firmpending with respect to professional matters of conduct.
The Board of Directors recommends to the shareholders the appointment of M/s. B. M.Gattani & Co. Chartered Accountants as Statutory Auditors of the Company.
13. Auditors' Report
Observations and explanations made in the annexure to the Auditors' Report are selfexplanatory and therefore do not call for any further comments under the provisions of theCompanies Act 2013 and hence do not call for any further information and explanationunder Section 134 of the Companies Act 2013
14. Share Capital
At present the Company has only one class of shares viz. Equity Shares of Rs.10 each.During the year the Company has allotted shares upon conversion of warrants as detailedbelow:
Conversion Of Warrants
a) The Board of Directors at their meeting held on May 5 2014 have converted 3933330warrants out of 20000000 warrants allotted to NonPromoters (Person Acting in Concert)into equity shares of Rs. 10/- each. The relevant Form PAS - 3 for allotment of 3933330Equity Shares has been filed to the Registrar of Companies Maharashtra Mumbai.
b) Forfeiture Of Warrants
The Board of Directors at their meeting held on May 5 2014 have forfeited 16066670warrants due to non-payment of pending warrant call money. There are no pending warrantsdue for conversion into equity shares of the company.
15. Extract of the annual return
The extract of the Annual Return in Form No. MGT - 9 forms part of the Board's Reportand the same is provided as "Annexure I".
16. Conservation of energy technology absorption and foreign exchange earnings andoutgos are as follows:
The relevant particulars regarding the above are given in "Annexure III" andforms part of this report.
17. Corporate Social Responsibility (CSR)
Social Welfare Activities has been an integral part of the Company since inception. TheCompany is committed to fulfill its social responsibility as a good corporate citizen. TheCompanies Act 2013 pursuant to the provision of Section 135 has laid down therequirement for constitution of Corporate Social Responsibility Committee which shall beresponsible for laying down the CSR Policy to a certain class or classes of Companies.However our Company does not fall under the requisite criteria and thus the compliancewith the relevant provisions of the Companies Act 2013 are not applicable.
(A) Changes in Directors and Key Managerial Personnel
There are no changes in the Directors & KMP of the Company during the year underreview. However during the year company has appointed Ms. Saryu Chimanlal Vora w.e.f.31st March 2015 as Non-Executive Independent Women Director.
(B) Declaration by an Independent Director(s) and re- appointment if any
Declaration by an Independent Director(s) that she meets the criteria of independenceas provided in sub-section (6) of Section 149 of the Companies Act 2013 is enclosed.
An independent director shall hold office for a term up to five consecutive years onthe Board of a Company and shall not be eligible for reappointment for next five years onpassing of a special resolution by the Company
Formal Annual Evaluation
The Board is having a policy of formal annual evaluation and the manner in which formalannual evaluation has been made by the Board of its own performance and that of itscommittees and individual directors.
19. Number of meetings of the Board of Directors
The board shall meet at least four times in a year with a maximum time gap of fourmonths between any two meetings. The Company holds regular Board Meetings.
During the year under review 10(Ten) Meetings of the Board of Directors of Raj OilMills Limited were held during the Financial Year 2014-2015 on the following dates: May52014 May 29 2014 6th June2014 August 14 2014 November 14 2014 December 122014 January 22 2015 February 1 2015 February 132015 and 31st March2015.
* Mohammedi T. Singaporewala has resigned from the directorship of the Company w.e.f.May 3 2014.
** Saryu Vora has been appointed as Non-Executive Independent Women Director of theCompany w.e.f. March 31 2015
20. Audit Committee
The Board of Directors has constituted and reconstituted from time to time AuditCommittee commensurate with the requirements of Section 177 of the Companies Act 2013 andClause 49 of the Listing Agreement.
Details of Composition of Audit Committee and dates and attendance at the AuditCommittee Meeting are provided in detail in the "Corporate Governance Report"section of the Annual Report.
21. Details of establishment of vigil mechanism for directors and employees
The Board of Directors of the Raj Oil Mills Limited is committed to maintain thehighest standard of honesty openness and accountability and recognize that employees haveimportant role to play in achieving the goal.
The Company's Vigil Mechanism Policy encourages Directors and employees to bring to theCompany's attention instances of unethical behavior and actual or suspected incidents offraud or violation of the conduct that could adversely impact the Company's operationsbusiness performance and / or reputation. The Policy provides that the Companyinvestigates such incidents when reported in an impartial manner and takes appropriateaction to ensure that the requisite standards of professional and ethical conduct arealways upheld. It is the Company's Policy to ensure that no employee is victimized orharassed for bringing such incidents to the attention of the Company. The practice of theVigil Mechanism Policy is overseen by the Board of Directors and no employee has beendenied access to the Committee. The Vigil Mechanism Policy is available on the Company'swebsite www.rajoilmillsltd.com
22. Nomination and Remuneration Committee
The Board of Directors of the Company have constituted the Remuneration Committee todetermine Company's Remuneration Policy appoint Executive Directors and Senior Employeeshaving regard to performance standards and existing industry practice to approve grant ofEmployees Stock Option if any and to administer and superintend the same recommendingremuneration package if any to all Directors as per the requirements of the Clause 49 ofthe Listing Agreement for Corporate Governance. Details of Composition of Nomination andRemuneration Committee and dates and attendance at the Nomination and RemunerationCommittee Meeting are provided in detail in the "Corporate Governance Report"section of the Annual Report.
23. Remuneration Policy:
The remuneration policy is directed to wards rewarding performance based on review ofachievements. It is aimed at attracting and retaining high calibre talent. Theremuneration policy is in consonance with the existing practice in the Industry
Remuneration to Executive Directors:
The Whole Time Directors of the Company are not being paid any remuneration for theyear under review. There is no separate service contract entered into by the Company withthe Whole Time Directors the appointment and terms of employment are governed by theArticles of Association of the Company and Resolution passed by the Shareholder of theCompany.
Remuneration to Non-Executive Directors:
The Non-Executive Directors of the Company do not draw any remuneration from theCompany.
24. Particulars of loans guarantees or investments under Section 186
The particulars of loans guarantees or investments under Section 186 of the CompaniesAct 2013 are provided below:
25. Particulars of contracts or arrangements with related parties:
There are no materially significant related party transactions during the year. Thedetails of transactions with related parties have been mentioned in notes to accountspoint no. 24 the Accounts in the Annual Report. The details of contract or arrangementsentered into by the Company with related parties referred to in sub-section (1) of section188 of the Companies Act 2013 including certain arms length transactions under thirdproviso thereto are disclosed in Form No. AOC -2 and the same is marked as "AnnexureIV"
26. Secretarial Audit Report
Mr. Amit R. Dadheech Company Secretaries was appointed as Secretarial Auditors of theCompany for the financial year 2014-15 Pursuant to Section 204 of the Companies Act 2013.The Secretarial Audit Report submitted by them in the prescribed Form MR- 3 isattached as "Annexure II" and forms part of this report.
The explanations or comments on every qualification reservation or adverse remark ordisclaimer made by the company secretary in practice in the secretarial audit report areself explanatory and not required any further explanations.
27. Risk management policy
The Company like any other enterprise is exposed to business risk which can be aninternal risks as well as external risks. Any unexpected changes in regulatory frameworkpertaining to fiscal benefits and other related issue can affect our operations andprofitability. However the Company is well aware of the above risks and as part ofbusiness strategy has formulated a Risk Management Policy.
The Risk Policy approved by the Board clearly lays down the roles and responsibilitiesof the various functions in relation to risk management covering a range ofresponsibilities from the strategic to the operational. These role definitions interalia provide the foundation for your Company's Risk Management Policy and Framework thatis endorsed by the Board and is aimed at ensuring formulation of appropriate riskmanagement procedures their effective implementation across the Company and independentmonitoring and reporting by Internal Audit. Backed by strong internal control systems theCompany is in the process of implementing the current Risk Management Framework thatconsists of the following key elements:
The Corporate Risk Management policy facilitates the identification andprioritization of strategic and operational risks development of appropriate mitigationstrategies and conducts periodic reviews of the progress on the management of identifiedrisks
A combination of risk policy and unit wise evolved procedures brings robustnessto the process of ensuring that business risks are effectively addressed.
Appropriate structures are in place to proactively monitor and manage theinherent risks in businesses with unique / relatively high risk profiles.
The periodical planning exercise requires all units to clearly identify theirtop risks and set out a mitigation plan with agreed timelines and accountability. TopManagement and Unit heads confirm periodically that all relevant risks have beenidentified assessed evaluated and that appropriate mitigation systems have beenimplemented.
The combination of policies and processes as outlined above is expected to adequatelyaddress the various risks associated with your Company's businesses.
28. Directors' Responsibility Statement
The Directors' Responsibility Statement referred to in clause (c) of sub-section (3) ofSection 134 of the Companies Act 2013 shall state 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 appropriated accounting policies has been selected and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the company for the year ended 31stMarch2015 and of the Loss of the company for that period;
(c) the proper and sufficient care has been taken 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 annual accounts have been prepared on a going concern basis; (e) the properinternal financial controls have been laid down to be followed by the company and thatsuch internal financial controls are adequate and were operating effectively; and
(e) the proper systems has been devised to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.
29. Disclosure as required under Section 22 of Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013
The Company is committed to provide a protective environment at workplace for all itswomen employees. To ensure that every woman employee is treated with dignity and respectand as mandated under "The Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013"the Company has in place a formal policy forprevention of sexual harassment of its women employees.
The following is the summary of sexual harassment complaints received and disposed offduring the current financial year.
Number of Complaints received : NIL Number of Complaints disposed off : NIL
An acknowledgement to all with whose help cooperation and hard work the Company isable to survive during this hardship.
By Order of the Board of Directors
For Raj Oil Mills Limited
Shaukat S. Tharadra
Chairman & Managing Director
Date: September 4 2015 Place: Mumbai