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Geologging Industries Ltd.

BSE: 526630 Sector: Oil & Gas
NSE: N.A. ISIN Code: N.A.
BSE 05:30 | 01 Jan Geologging Industries Ltd
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Geologging Industries Ltd. (GEOLOGGINGINDS) - Director Report

Company director report

The Members of

GEOLOGGING INDUSTRIES LIMITED

Your Director’s present with immense pleasure the 31st ANNUALREPORT along with the Audited Statement of Accounts of the Company for the year ended31st March 2017.

FINANCIAL HIGHLIGHTS

Description Year ended 31.03.2017 Year ended 31.03.2016
Revenue 56956327 59258013
Total Expenditure 53805647 57107252
Profit / (Loss) before prior period Exceptional and Extra-Ordinary items 3150680 2150761
Tax Expenses 453974 (162699)
Profit/ (Loss) for the year 2457074 2313460
Balance Carried Forward to Balance Sheet 2457074 2313460

PERFORMANCE REVIEW

During the financial year your Company recorded revenue of Rs. 2457074 as againstRs. 2313460 in previous year.

DIVIDEND AND TRANSFER TO RESERVES

To retain the profit for the future business plan of the Company the managementthought it prudent not to declare dividend on equity shares of the Company. No amounttransferred to general reserve.

The Register of Members and Share Transfer Books will remain closed from September 192017 to September 25 2017 (both days inclusive) for the purpose of Annual General Meetingof the Company will be held on September 25 2017.

SUBSIDIARY ASSOCIATES AND IOINT VENTURES OF THE COMPANY

As on March 312017 your company has no subsidiary associates and joint ventures.

CHANGE IN THE NATURE OF BUSINESS. IF ANY

There is no change in the nature of the business during the year.

MATERIAL CHANGES AND COMMITMENTS. IF ANY. AFFECTING THE FINANCIAL POSITION OF THECOMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICHTHE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT.

There is no material change and commitments occurred which affecting the financialposition of the Company between the end of the financial year and as on the date of thisreport.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALSIMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE

There are no significant and material orders passed by the regulators or courts ortribunals impacting the going concern status and company’s operations in future.

FUTURE OUTLOOK

During current year your Company is trying to maximize its sales by entering intodifferent markets and different marketing strategies.

INTERNAL FINANCIAL CONTROL:

The Internal Financial Control with reference to financial statements as designed andimplemented by the Company are adequate.

During the year under review no material or serious observation has been received fromthe Internal Auditors of the Company for inefficiency or inadequacy of such controls.

DEPOSITS

During the year your Company has not accepted any deposits within the meaning ofSection 73 of the Companies Act 2013 and the Companies (Acceptance of Deposits) Rules2014. No amounts were outstanding which were classified as Deposit under the applicableprovisions of the Companies Act 2013 as on the date of balance sheet.

STATUTORY AUDITORS

Pursuant to the provision of the section 139 of the Companies Act 2013 and the rulesframed thereunder M/s. Hemant Mhambrey& Associates Chartered Accountants Mumbai(Registration No. 103645W) were appointed as statutoiy auditors of the Company from theconclusion of the 28th Annual General Meeting of the Company till the conclusion of the33th Annual General Meeting of the Company subject to the ratification of theirappointment at every Annual General Meeting.

The Board recommended to the members the ratification of the appointment of thestatutory auditors for the remaining term on such remuneration as may be fixed by theBoard.

DIRECTORS COMMENT ON AUDITOR'S QUALIFICATION & ADVERSE REMARK IN AUDITOR'S REPORT:

The notes on Financial Statements referred to in the Auditors Report areself-explanatoiy and do not call for any further comments

SHARE CAPITAL

The Company has not issued any equity shares with differential rights / sweat equityshares/ employee stock options or not made any provision of its own shares by employees orby trustees for the benefit of employees during the financial year 2016-2017

The Company has not made any purchase or provision of its own shares by employees or bytrustees for the benefit of employees during the financial year 2016-2017.

CORPORATE GOVERNANCE REPORT

Pursuant to the Regulation 15 of SEBI (Listing Obligations & DisclosureRequirements) Regulations 2015 the Compliance related to the Corporate Governance is notmandatory to the Company.

In view of the above Company has not provided report on corporate governance andauditor's certificate thereon for the year ended March 31 2017. However whenever theprovision will becomes applicable to the company at a later date the company shall complywith the requirements of the same within six months from the date on which the provisionsbecame applicable to the company.

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

The Information in accordance with the Provision of Section 134(3) (m) of the CompaniesAct 2013 read with the Companies (Account) Rules 2014 is Annexure A thereto.

The Company has maintained a technology friendly environment for its employees to workin. Your Company uses latest technology and equipments. Foreign exchange earnings andoutgo: (Amount Rs.)

Foreign Exchange Earnings during the year : NIL Foreign Exchange Outgo during the year: 56.22 Lakhs

EXTRACTS OF ANNUAL RETURN AND OTHER DISCLOSURES UNDER COMPANIES f APPOINTMENT &REMUNERATION OF MANAGERIAL PERSONNEL! RULES. 2014

The Extract of Annual Return in Form No. MGT-9 as per Section 134 (3) (a) of theCompanies Act 2013 read with Rule 8 of Companies Act (Accounts) Rules 2014 and Rule 12 ofCompanies (Management & Administration) Rules 2014 is annexed hereto as Annexure Bforms part of this report.

DIRECTORS & KEY MANAGERIAL PERSONNEL

A) Changes in Directors and Key Managerial Personnel

During the year company has appoint Mr. Manoj Kumar Samantray as Whole Time Director ofthe Company with effect from the 13th January 2017 and Mr. Sreedhar Tripathy asChief financial Officer of the Company with effect from 29th March 2017.

Pursuant to provisions of section 152(6) of the Companies Act 2013 and the Articles ofAssociation of the Company Mrs. Alka Sahu retires by rotation at the ensuing AnnualGeneral Meeting and being eligible offer him for reappointment.

B) Declaration by an Independent Director(s) and re- appointment if any.

All Independent Directors have given declarations that they meet the criteria ofindependence as laid down under Section 149(6) of the Companies Act 2013.

C) Board Evaluation:

Pursuant to the provisions of the Companies Act 2013 the Board has carried out theannual performance evaluation of its own performance the Directors individually as wellas the evaluation of the working of its Audit Committee Nomination and RemunerationCommittee and Stakeholders Relationship Committee.

While independent directors in their separate meeting have carried out to assess theperformance of Chairman& MD and other Directors of the Board more particularly abouttheir business acumen and contribution to the Company the performance evaluation of theIndependent Directors was carried out by the entire Board.

The Independent Directors expressed their satisfaction with the evaluation processfunctioning such as adequacy of the composition of the Board and its Committees Boardculture execution and performance of duties obligations responsibilities andgovernance.

None of the Directors of the Company is disqualified under Section 164(2) of theCompanies Act 2013.

NUMBER OF MEETINGS OF THE BOARD

The Board met four times during the financial year on Mayl3 2016 August 11 2016November05 2016 December29 2016 January 13 2017 andMarch29 2017. The numbers ofmeetings attended by each Director are as follows:

Name of Directors Category No. of meetings held No. of meetings attended
Mr. Manoranjan Sahu Promoter/ Director 6 4
Mr. Sreedhar Tripathy Non- Executive Non- Independent Director 6 6
Ms. Sabina Atul Gupta Non- Executive Independent Director 6 6
Ms. Ratna Dubey Non Executive Independent Director 6 6
*Mr. Manoj Kumar Samantray Wholetime Director-Executive director 6 6
Ms. Alka Sahu Non Executive - Director 6 6

* Mr. Manoj Kumar Samantray has been appointed as Whole Time Director of the CompanyW.E.F lS^January 2017.

PARTICULARS OF LOANS. GUARANTEES & INVESTMENTS:

The company has not given any loans or guarantees covered under the provisions ofsection 186 of the Companies Act 2013.

The detail of the investments made by company is given in the notes to the financialstatements.

PARTICULARS OF CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

There are no related party transactions made by the Company with Promoters KeyManagerial Personnel or other designated persons which may have potential conflict withthe interest of the Company at large. Therefore disclosure under Form AOC-2 is notrequired to be furnished.

SECRETARIAL AUDIT

Secretarial Audit Report as per Section 204 of Companies Act 2013 issued by M/s. AnmolJha practicing Company Secretary is placed as Annexure C to this report. Noadverse comments have been made in the said report by the Practicing Company Secretary.

PARTICULARS OF EMPLOYEES

During the financial year 2016-17 there was no Employee in the Company whoseparticulars are required to be given in terms of Section 197 (12] of the Companies Actread with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014.

VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES

The Board has framed a Whistle Blower Policy/ Vigil Mechanism which is in line with theprovisions of section 177 of the Companies Act 2013. The Company has devised vigilmechanism and has formal whistle blower policy under which the Company takes cognizance ofcomplaints made by the employees and others. No employee of the Company/ no other personhas been denied access to the Audit Committee of the Board of Directors of the Company.During the year under review no complaints have been received from any whistle blower.

NOMINATION AND REMUNERATION COMMITTEE

The Board has framed Nomination and Remuneration Committee in accordance with theprovisions of sub-section (3) of Section 178 of the Companies Act 2013. The Nomination& Remuneration policy framed by the Board. The Committee met one time during thefinancial year on January 13 2017. The number of meetings attended by each member of theCommittee is as follows:

NAME Category Number of Meetings held Number of Meeting attended
Ms. Sabina Gupta Non-Executive Independent Director- (Chairperson) 1 1
Ms. Ratna Dubey Non-Executive Independent Director 1 1
Ms. Alka Sahu Non-Executive Non Independent Director 1 1

The objective and purpose of this policy are:

• To lay down criteria and terms and conditions with regard to identifying personswho

are qualified to become Directors [Executive and Non-Executive) and persons who may beappointed in Senior Management and Key Managerial positions and to determine theirremuneration.

• To determine remuneration based on the Company's size and financial position andtrends and practices on remuneration prevailing in peer companies.

• To formulate criteria for evaluation and carry out evaluation of the performanceof Directors as well as Key Managerial Independent Directors and Senior ManagementPersonnel.

• To provide them reward linked directly to their effort performance dedicationand achievement relating to the Company's operations.

• To retain motivate and promote talent and to ensure long term sustainability oftalented managerial persons and create competitive advantage.

0 To ensure no violation by an employee of any applicable laws in India or overseasincluding:

i. The Securities and Exchange Board of India [Insider Trading) Regulations 1992; or

ii. The Securities and Exchange Board of India [Prohibition of Fraudulent and UnfairTrade Practices relating to the Securities Market) Regulations 1995.

• To formulate detailed terms and conditions of employee stock option schemesincluding details pertaining to quantum of options to be granted conditions for lapsingof vested options exercise period adjustments for corporate actions and procedure forcashless exercise and perform such other functions as are required to be performed by theRemuneration Committee under the Securities and Exchange Board of India (Employee StockOption Scheme and Employee Stock Purchase Scheme) Guidelines 1999 as amended ("ESOPGuidelines") in particular those stated in Clause 5 of the ESOP Guidelines; as andwhen required.

• To devise a policy on Board diversity.

• To Identifying persons who are qualified to become directors and who may beappointed in senior management in accordance with the criteria laid down and recommend tothe Board their appointment and removal.

• To develop a succession plan for the Board and to regularly review the plan.

In compliance with the provisions of Section 178 of the Companies Act 2013 the Boardof Directors in consultation with the Nomination and Remuneration Committee has formulatedthe Nomination and Remuneration Policy. The Policy has been divided into three parts: Part- A covers the matters to be dealt with and recommended by the Committee to the BoardPart - B covers the appointment and nomination and Part - C covers remuneration andperquisites etc.

Briefly the formulated policy comprises of the following:

L Appointment criteria and qualification - setting up of criteria and positiveattributes and independence for identification and selection of directors KMP and SeniorManagement positions

ii. Recommendation to the Board on appointment and removal of Directors KMP and SeniorManagement Personnel

iii. Specifying the term and tenure of the Director

iv. Procedure and criteria for evaluation of Performance of every Director

v. Removal and Retirement of Directors

vi. Remuneration Structure of Whole-time Director KMP and Senior Management Personnel

vii. Remuneration structure of Non- Executive / Independent Director

AUDIT COMMITTEE

The audit committee of the Company is constituted in line with the provisions ofSection 177 of the Act. All the recommendation made by the Audit Committee on variousmatters has been accepted by the Board. Four meetings of the Audit Committee held duringthe year on Mayl3 2016 Augustll 2016 and November05 2016 and Januaryl3 2017.Thecomposition of the Audit Committee and the details of meetings attended by its members aregiven below:

Name Category

Number of meetings during the financial year 2016 -17

Held Attended
Mrs. Sabina Atul Gupta Non-Executive Independent Director- f Chairp erson} 4 4
Mr. Manoranjan Sahu Executive Director Non Independent 4 4
Mrs. Ratna Dubey Non-Executive Independent Director 4 4

STAKEHOLDERS RELATIONSHIP COMMITTEE

The stakeholders' relationship committee is constituted in line with the provisions ofsection 178 of the Act. Four meetings of the stakeholder's relationship committee heldduring the year on Mayl3 2016 Augustll 2016 and November05 2016 and Januaryl3 2017.The

composition of the stakeholder's relationship committee and the details of meetingsattended by its members are given below:

Name Category

Number of meetings during the financial year 2016 -17

Held Attended
Mrs. Sabina Atul Gupta Non-Executive Independent- Director (Chairperson) 4 4
Mrs. Ratna Dubey Non-Executive Independent- Director 4 4
Mrs. Alka Sahu Non-Executive Independent- Director 4 4

MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis of the financial condition and results of theoperations of the Company for the year under review as stipulated under SEBI (ListingObligation and Disclosure Requirement) Regulation 2015 with the Stock Exchanges. ispresented in a separate section forming part of the Annual Report.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134(3) (C) of the Companies Act 2013 the Board of Directors of theCompany confirms that-

a. In preparation of the Annual Accounts for the year ended March 31 2017 theapplicable accounting standards have been followed along with proper explanation relatingto material departures;

b. The Directors had selected such Accounting Policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company at the end of the financial year and ofthe loss of the company for the year ended on that date;

c. The Directors had taken proper and sufficient care 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 Directors had prepared the Annual Accounts on a going concern basis; and

e. The Directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.

f. The directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.

RISK MANAGEMENT

Your Company recognizes that risk is an integral part of business and is committed tomanaging the risks in a proactive and efficient manner. Your Company periodically assessesrisks in the

internal and external environment along with the cost of rating risks and incorporatesrisk treatment plans in strategy business and operational plans.

As per Section 134(3) (n) of the Companies Act 2013 The Board of Directors haveapproved the Risk Management Policy for the company.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE fPREVENTION. PROHIBITIONAND REDRESSAL1 ACT. 2013

The Company has zero tolerance for sexual harassment at workplace and has adopted apolicy on prevention prohibition and Redressal of sexual harassment at workplace in linewith the provisions of Sexual Harassment of Women at Workplace (Prevention Prohibitionand Redressal) Act 2013 and the rules framed there under. During the financial year2015-16 the Company has received nil complaints on sexual harassment.

ACKNOWLEDGEMENT

Your Directors wish to place on record their deep sense of appreciation for all thestake holders of the Company who have been continuously supporting the growth of yourCompany. In particular the Directors value the dedication and commitment of yourCompany's employees and thank the Central and State Governments Financial InstitutionsBanks Government authorities customers vendors and shareholders for their continuedcooperation and support.

For and on behalf of the Board of Directors

SD/-

SreedharTripathy

Director

DIN: 00730722

Place: Mumbai

Date: 12/08/2017

ANNEXURE -A TO THE DIRECTORS' REPORT

Particulars of Conservation Of Energy Technology Absorption and Foreign Exchange

INFORMATION AS PER SECTION 134 (3) (m) OF THE COMPANIES ACT 2013 READ WITH THECOMPANIES (ACCOUNTS) RULES 2014 FORMING PART OF THE DIRECTORS' REPORT FOR THE YEAR ENDED31ST MARCH 2017

A. CONSERVATION OF ENERGY

a) Energy conservation of measure taken: The operation or your company are notintensive. However adequate operational measures have been initiated to reduce energyconsumption.

1. In the present day context of energy crisis conservation of energy (conventional&Renewable) has become a very important issue and OIL from its very inception has beenaware of this and the best efforts are being made to conserve energy in various areas ofits operation. OIL has implemented Energy Audit Programmes at the vital installations andstrategic equipment at regular intervals so as to monitor their consumption of variousforms of energy and suggest corrective measures. Many of these suggestions/recommendationswere compiled and closely followed up for implementation as planned.

2. Computerised power monitoring is implemented in all properties on gradual basis tomonitor and control power consumption.

3. Planned for additional higher capacity pumps for storage tanks to save on energy andtime.

4. Repaired and started all the capacitor banks to consistently maintain power factorat desired levels resulting in substantial reduction in electricity consumptions.

B. TECHNOLOGY ABSORPTION

a) Efforts made towards technology absorption:

Total quality management has been the prime thrust area. The Company has been makingconsistent efforts for replacement of expatriate crew by training the Indian crew on theRigs.

b) The benefits derived like product improvement cost reduction product developmentor import substitution:

Offshore Drilling is import substitution business and results in foreign exchangesavings Import substitution of stores and spares to the maximum extent possible wasundertaken by the Company on regular basis.Spares to the maximum extent possible wereundertaken by the Company on a regular basis.

C. FOREIGN EXCHANGE EARNINGS AND OUTGO

Total foreign exchange used and earned

Used - 56.22 Lakhs Earned-NIL

Annexure-B

EXTRACT OF ANNUAL RETURN

as on the financial year ended on 31st March 2017

[Pursuant to section 92(3) of the Companies Act 2013 and rule 12(1) of the Companies(Management and Administration) Rules 2014]