The directors have pleasure in presenting the Directors Report and the audited accountsfor the year ended 31st March 2019.
The Company s Financial Performance for the financial year ended on 31stMarch 2019 under review along with previous year figures are given hereunder:
|PARTICULARS ||2018-19 ||2017-18 |
|Revenue from operation including other income ||245053368.21 ||242587463.98 |
|Profit before tax ||640318.65 ||546415.81 |
| ||504902.65 ||440714.81 |
|Profit /(Loss) after tax || || |
|Profit for Appropriation Sub Total (A) ||504902.65 ||440714.81 |
|Transfer to General Reserve ||0.00 ||0.00 |
|Proposed Dividend ||0.00 ||0.00 |
|Tax on Dividend ||0.00 ||0.00 |
|Sub Total (B) ||0.00 ||0.00 |
| ||504902.65 ||440714.81 |
|Balance carried to Balance sheet (A-B) || || |
TRANSFER TO RESERVES:
The Board of Directors of your company has decided not to transfer any amount to theReserves for the year under review.
Profit but not declared: The Board of Directors of your company after consideringholistically the relevant circumstances has decided that it would be prudent not torecommend any Dividend for the year under review.
WEB LINK OF ANNUAL RETURN:
The Company is having website i.e. http://www.opchainsltd.com and annual return ofCompany has been published on such website. The Link of the same is given below:
The Extract of Annual Return is also enclosed in this report as annexure I.
There is no change in the Authorized and Paid Up Share Capital of the company duringthe year.
The Authorized Share Capital of the Company is Rs.72500000/- (Rupees Seven Crore andTwenty Five Lakhs only) divided into 72 50000 (Seventy Two Lakhs and Fifty Thousand)equity shares of Rs.10/- each. The Issued & Paid up share capital of the Company isRs. 68500000/- (Rupees Six Crore and Eighty Five Lakhs only) divided into 6850000(Sixty Eight Lakhs Fifty Thousand) equity shares of Rs. 10/- each.
STATE OF AFFAIRS:
The Company is engaged in the business of Trading of precious and non-precious metals.There has been no change in the business of the Company during the financial year ended31st March 2019.
MATERIAL CHANGES DURING THE FINANCIAL YEAR.
There have been no material changes and commitments which have occurred.
MATERIAL CHANGES BETWEEN THE DATE OF THE BOARD REPORT AND END OF FINANCIAL YEAR:
There have been no material changes and commitments if any affecting the financialposition of the Company which have occurred between the end of the financial year of theCompany to which the financial statements relate and the date of the report.
APPLICATION UNDER SECURITIES AND EXCHANGE BOARD OF INDIA (SETTLEMENT PROCEEDINGS)REGULATIONS 2018:
The Company had submitted a settlement application on May 3rd 2019 with theSecurities and Exchange Board of India (SEBI) under Securities And Exchange Board of India(Settlement Proceedings) Regulations 2018.
PREFACE : O.P. Chains Limited (Scrip code 539116) is listed on SME platform of BSEsince 2015. The company went for Open Offer in F/y 2016-17 where in SEBI Observations onDraft Letter of Offer it was mentioned that the company made violation under Regulation 30of SEBI (SAST) Regulations 2011. Since it was delayed disclosure under Regulation 30 ofSEBI (SAST) 2011 by 72 days SEBI may initiate action against the company. Hence thecompany wish to suo moto apply for waiver/closure under Settlement Scheme Regulations2018.
The application is under process and the company awaits SEBI Order.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALSIMPACTING THE GOING CONCERN STATUS AND COMPANY S OPERATIONS IN FUTURE:
During the year under review there has been no such significant and material orderspassed by the regulators or courts or tribunals impacting the going concern status andcompany s operations in future.
CORPORATE SOCIAL RESPONSIBILITY:
The Company has not developed and implemented any Corporate Social Responsibilityinitiatives as the provisions of Section 135 of the Companies Act 2013 are notapplicable to the company.
The term of Statutory Auditor M/S BPN & Company Chartered Accountants who wasappointed in the AGM held in the year 2014 is expiring on the ensuing Annual GeneralMeeting .Therefore in accordance with the provisions of Sections 139 and 142 of theCompanies Act 2013 or any amendment thereto or modification thereof M/sA.J.ASSOCIATES. Chartered Accountants is proposed to be appointed as the StatutoryAuditors of the Company from the conclusion of this Annual General Meeting till theconclusion of sixth Annual General Meeting to be held in 2024 for a term of 5 (five)year.
The Company has obtained necessary certificate under Section 141 of the Companies Act2013 from the auditor conveying their eligibility for the above appointment. The auditcommittee and board reviewed their eligibility criteria as laid down under Section 141 ofthe Companies Act 2013 and recommended their appointment as auditors for the aforesaidperiod.
BOARD S COMMENT ON THE AUDITORS REPORT:
The Auditors Report for the financial year 2018-2019 given by M/s BPN & Companyto the shareholders does not contain any qualification. The notes to accounts referred toin the Auditors Report are self-explanatory and therefore do not call for any comments.
DETAILS OF FRAUD REPORT BY AUDITOR:
As per auditors report no fraud u/s 143(12) reported by the auditor.
As per Section 152 of the Companies Act 2013 Mr. Satish Kumar Goyal (DIN : 00095295)Whole Time Director of the Company will retire by rotation at the Annual General Meetingand being eligible offer himself for re-appointment.
As per Section 196 of the Companies Act 2013 Mr. Om Prakash Agarwal (DIN : 00095300)Managing Director & CEO of the Company at the expiry of his term as Managing Director& CEO of the Company were re-appointed at the Board Meeting held on 20.07.2018 as perthe Terms & Conditions stated in Agreement dated 20.07.2018 subject to the approval ofMembers at the ensuing Annual General Meeting.
DISCLOSURE OF REMUNERATION OF EMPLOYEES COVERED UNDER RULE 5(2) OF THE COMPANIES(APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES 2014:
None of the employee of your company who was employed throughout the financial yearwas in receipt of remuneration in aggregate of sixty lakh rupees or more or if employedfor the part of the financial year was in receipt of remuneration of five lakh rupees ormore per month.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
The appointment of Key Managerial Personnel is mandatory as per Section 203 of theCompanies Act 2013 as the company fall in the limits as prescribed under section 203 ofCompanies Act 2013
The existing composition of the Company's board is fully in conformity with theapplicable provisions of the Act 2013 and Regulation 17 of the SEBI (Listing ObligationAnd Disclosure Requirement) 2015 having the following directors as Non-ExecutiveIndependent Directors namely Mr. Rajesh Kumar Gupta Mrs. Astha Sharma and Mr. AmolDoneria.
As per Section 152 of the Companies Act 2013 Mr. Satish Kumar Goyal (DIN ; 00095295)Whole Time Director of the Company liableto retire by rotation and being eligible offershimself for reappointment at the forthcoming Annual General Meeting (AGM).
2.DECLARATION BY THE INDEPEDNENT DIRECTORS:
The Company has received declarations from all Independent Directors of the Companyconfirming that they continue to meet the criteria of independence as prescribed underSection 149 of the Companies Act 2013 and Regulation 25 of the Listing Regulations. TheIndependent Directors have also confirmed that they have complied with the Company s codeof conduct.
3.CHANGES IN KEY MANAGERIAL PERSONNEL:
Changes During the Financial Year(2018-2019):
1.Re-appointment of Mr. Om Prakash Agarwal as Managing Director w.e.f. 01.08.2018 interms of the applicable provision of the Companies Act 2013.
Changes after the Financial Year up to the Date of Report:
1.Resignation of Mr. Ashok Kumar as the CFO of the company w.e.f. 01.04.2019.
2.Apppointment of Abhay Kumar Pal as C.F.O. of the Company w.e.f. 01.04.2019.
3.Re-appointment of Mr. Amol Doneria as Independent Director of the company w.e.f.01.06.2019.
4.Re-appointment of Mr. Rajesh Kumar Gupta as Independent Director of the companyw.e.f. 01.06.2019.
5.Re-appointment of Mrs. Astha Sharma as Independent Director of the company w.e.f.01.06.2019.
6.Resignation of CS Swapnla Gupta Company Secretory of the Company W.e.f 23 July 2019
7.Appointment of CS Archana Pundir as the Company Secretory and Compliance Officer ofthe Company w.e.f 01 August 2019.
LISTING OF SHARES
The Company s shares are Listed on SME Platform of BSE Limited.
INTERNAL CONTROL SYSTEM
The Company has a well-placed proper and adequate internal control system whichensures that all assets are safeguarded and protected and that the transactions areauthorized recorded and reported correctly. The Company s internal control systemcomprises audit and compliance by in-house Internal Audit Division supplemented byinternal audit checks. Independence of the audit and compliance is ensured by directreporting of Internal Audit Division to the Audit Committee of the Board.
DETAILS OF SUBSIDIARY JOINT VENTURE OR ASSOCIATE COMPANIES:
?The Company does not have any Subsidiary Joint Venture or Associate Company.
?The company O. P. Chains limited is Associate Company of Rajaram Software SolutionsPrivate Limited.
RISK MANAGEMENT POLICY:
The Board of the Company has evaluated a risk management to monitor the risk managementplan for the Company. The audit committee has additional oversight in the area offinancial risks and controls. Major risks identified by the businesses and functions aresystematically addressed through mitigating actions on a continuing basis.
The development and implementation of risk management has been covered in themanagement discussion and analysis which forms part of annual report.
CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES:
There have been some materially significant related party transactions between theCompany and the Directors the management or the relatives.
Accordingly particulars of contracts or arrangements with related parties referred toin Section 188(1) along with the justification for entering into such contracts orarrangements in Form AOC-2 form part of the report and enclosed in this report as annexureII.
POLICY ON SEXUAL HARASSMENT:
The Company has constituted committee under the sexual harassment of women at workplace(prevention prohibition and Redressal) Act 2013 and has in place a Policy on SexualHarassment in line with the requirements of the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013. There was no complaint received fromany employee during the financial year 2018-19.
TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND("IEPF"):
The company does not have any dividend which remains unclaimed/unpaid for a period ofseven years from the date of transfer to the unpaid dividend account and hence no amounthas been transferred to the IEPF established by the Central Government.
DISCLOSURE OF THE ISSUE OF EQUITY SHARES WITH DIFFERENTIAL VOTING RIGHTS IN THEFINANCIAL YEAR:
Particulars under Rule 4(4) of Companies (Share Capital and Debenture) Rules 2014 donot apply to the company as the company has not issued any equity shares with differentialvoting rights during the financial year.
HUMAN RESOURCES AND INDUSTRIAL RELATIONS
The Company is pleased to report that during the year under reporting the industrialrelations were cordial.
During the year under review the Company has not accepted any fixed deposits from thepublic and as on March 31 2019 the Company had no unclaimed deposits or interest thereondue to any depositor.
ENERGY CONSERVATION TECHNOLOGY ABSORPTIONAND FOREIGN EXCHANGE EARNING AND OUTGO:
Information regarding Energy Conservation Technology absorption and Foreign Exchangeearnings and outgo as per Section 134(3)(m) of the Companies Act 2013 read with theCompanies (Accounts) Rule 2014 are given under:
A. CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION:
Energy consumed during the year does not constitute a significant amount thusParticulars under Rule 8(3) of the Companies (Accounts) Rules 2014 and Section 134(3) (m)of the Companies Act 2013 on Conservation of Energy Technology Absorption are notapplicable to the Company hence no disclosure has been made in this report.
B. FOREIGN EXCHANGE EARNINGS & OUTGO
|Value of Imports ||: NIL |
|Expenditure in Foreign Currency ||: NIL |
|Value of Imported Raw Material ||: NIL |
|Foreign Exchange Earning during the year ||: NIL |
MEETINGS OF THE BOARD OF DIRECTORS:
The Board of Directors of the Company met Seven times during the year on 25.05.201829.05.2018 20.07.2018 10.08.2018 14.11.2018 12.01.2019 and 16.03.2019 in respect ofwhich proper notices were given and the proceedings were properly recorded signed andmaintained in the Minutes book kept by the Company for the purpose. The intervening gapbetween the Meetings was within the period prescribed under the Companies Act 2013.
The Audit Committee met 4 times during the financial year ended March 31 2019. TheStakeholders Relationship Committee met 4 times during the financial ended March 31 2019.The nomination and remuneration committee met 4 times during the financial year endedMarch 31 2019. Members of the Committees discussed the matter placed and contributedvaluable inputs on the matters brought before.
Additionally during the financial year ended March 31 2019 the Independent Directorsheld a separate meeting in compliance with the requirements of Schedule IV of theCompanies Act 2013 and Regulation 25 of SEBI (Listing Obligation and DisclosureReuirements) on 07.03.2019.
The company being a listed company falls under the criteria as defined under section177 of the Companies Act 2013 and Rule 6 and 7 of Companies (Meetings of Board and itsPowers) Rules 2014 .The company has duly constituted the Audit Committee with Mr. AmolDoneria (Chairman) Mr. Rajesh Kumar Gupta (Member) and Mr. Ashok Kumar Goyal (Member).
As Per Regulation 22 (1) Of SEBI (Listing Obligation and Disclosure Requirements) 2015it is mandatory for every listed company to formulate a vigil mechanism for directors andemployees to report genuine concern. According to section 177(10) of the Companies Act2013 it is mandatory for the company to disclose the establishment of such mechanism onthe website of the company and in the Board s Report.
The Company has established a vigil mechanism through a Whistle Blower Policy whereDirectors and employees can voice their genuine concerns or grievances about any unethicalor unacceptable business practice. A whistle-blowing mechanism not only helps the Companyin detection of fraud but is also used as a corporate governance tool leading toprevention and deterrence of misconduct.
It provides direct access to the employees of the Company to approach the ComplianceOfficer or the Chairman of the Audit Committee where necessary. The Company ensures thatgenuine Whistle Blowers are accorded complete protection from any kind of unfair treatmentor victimization.
As required under Section 204 of the Act 2013 and the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 the Company is required to appoint aSecretarial Auditor for auditing the secretarial and related records of the Company and toprovide a report in this regard M/S N.K Rastogi & Associates was appointed as theSecretarial Auditor of the company in the Board Meeting held on 29.05.2018 for thefinancial year 2018-2019 but due to pre occupancy of work the firm resigned. Further theBoard in its meeting held on 10.08.2018 appointed M/s R. C. Sharma & Associates as thesecretarial auditor of the company for the financial year 2018-2019.
The Secretarial Audit Report made by practicing company secretary M/s R. C. Sharma& Associates for the financial year 2018-2019 contains no qualification reservationor adverse remark.
The Board of Directors has appointted M/S R. C. Sharma & Associates CompanySecretaries as Secretarial Auditors for the financial year 2019-2020.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIESACT 2013:
The particulars of Loans guarantees or investments made under Section 186 arefurnished here under:
Details of Loans:
|Date of making loan ||Details of Borrower ||Amount ||Purpose for which the loan is to be utilized by the recipient ||Time period for which it is given ||Date BR ||of ||Date of SR (if reqd) ||Rate of Interest ||Security |
| || || ||AS PER THE BALANCESHEET || || || || || || |
Details of Investments:-
|Date of investment ||Details of Investee ||Amount ||Purpose for which the proceeds from investment is proposed to be utilized by the recipient ||Date of BR ||Date of SR (if reqd) ||Expected rate of return |
| || || ||AS PER THE BALANCESHEET || || || |
Details of Guarantee / Security Provided:
|Date of providing security/guarantee ||Details of recipient ||Amount ||Purpose for which the security/guarantee is proposed to be utilized by the recipient ||Date of BR ||Date of SR (if any) ||Commission |
| || || ||AS PER THE BALANCE SHEET || || || |
The provision of Cost audit as per section 148 doesn t applicable on the Company.
The Company maintained healthy cordial and harmonious industrial relations at alllevels. The enthusiasm and unstinting efforts of employees have enabled the Company tomaintain efficiency in the industry. It has taken various steps to improve productivityacross organization.
COMPLIANCE WITH SECRETARIAL STANDARD:
The Directors have devised proper systems to ensure compliance with the provisions ofall applicable Secretarial Standards and that such systems are adequate and operatingeffectively.
Company is committed to focus on good Corporate Governance in line with emerging Localand Global Standards. Company understands and respects its fiduciary role in the corporateworld and besides adhering to the prescribed corporate practices; it voluntarily governsitself as per the highest standards of corporate governance. Strong governance practiceshas earned for it recognition and has strengthened its bond of trust not only with thestakeholders but with the society at large.
We are committed to defining following and practicing the highest level of corporategovernance across all our business functions. Our corporate governance is a reflection ofour value system encompassing our culture policies and relationships with ourstakeholders. Integrity and transparency are key to our corporate governance practices andperformance and ensure that we retain and gain the trust of our stakeholders at all times.
The compliance Report on Corporate Governance filed with the Stock Exchanges and acertificate from Auditors of the Company regarding compliance of the conditions ofCorporate Governance as stipulated under Regulation 27 of the SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 is attached as Annexure III and forms partof Annual report.
Declaration by the Managing Director inter alia confirming that the members of Boardof Directors have affirmed compliance with the code of conduct of the Board of Directorsis attached as Annexure A and forms part of Annual report.
Certificate of the CEO and CFO inter alia confirming the correctness of the financialstatements compliance with Company s Code of Conduct adequacy of the Internal Controlmeasures and reporting of matters to the Audit Committee in terms of Regulation 27 ofListing Obligation and Disclosure Requirement with the Stock Exchanges is attachedAnnexure B and forms part of Annual report.
The board of directors has carried out an annual evaluation of its own performanceboard committees and individual directors pursuant to the provisions of the Act and thecorporate governance requirements as prescribed by Securities and Exchange Board of India(SEBI) under SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.
The performance of the Board was evaluated by the Board after seeking inputs from allthe directors on the basis of the criteria such as the Board composition and structureeffectiveness of board processes information and functioning development of suitablestrategies and business plans at appropriate time and its effectiveness; etc.
The performance of the committees was evaluated by the board after seeking inputs fromthe committee members on the basis of the criteria such as the composition of committeeseffectiveness/conduct of committee meetings process and procedures followed fordischarging its functions etc.
The Board and the Remuneration Committee ( RC ) reviewed the performance of theindividual directors on the basis of the criteria such as developing and managing /executing business plans operational plans risk management and financial affairs of theorganization and the contribution of the individual director to the Board and committeemeetings like preparedness on the issues to be discussed meaningful and constructivecontribution and inputs in meetings etc. In addition the Chairman was also evaluated onthe key aspects of his role like demonstration of leadership qualities Managingrelationship with the members of the Board and management etc.
In a separate meeting of independent Directors performance of non-independentdirectors performance of the board as a whole and performance of the Chairman wasevaluated taking into account the views of executive directors and non-executivedirectors and also the quality quantity and timeliness of flow of information between thecompany management and the Board that is necessary for the Board to effectively andreasonably perform their duties. The same was discussed in the board meeting that followedthe meeting of the independent Directors at which the performance of the Board itscommittees and individual directors was also discussed.
The performance evaluation of Independent Directors was done by the entire Board and inthe evaluation the Director who was subject to evaluation did not participate. On thebasis of performance evaluation done by the Board it shall be determined whether toextend or continue their term of appointment as and when their respective term expires.
The Company has M/s Ambika Prasad Sharma & Co Registered Office : 6 Nehru NagarAgra 282002 as Internal Auditors to conduct Internal audit of the accounts maintained bythe Company for the financial year 2018-19.
There was no qualification reservation or adverse remark made by the Internal Auditorsin their report.
PARTICULARS OF EMPLOYEES
In terms of the provisions of Section 197(12) of the Companies Act 2013 read with Rule5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014there is no employee drawing remuneration above the limits set under Section 197 (12) ofthe Companies Act 2013.
MANAGEMENT DISCUSSION AND ANALYSIS
The Management Discussion and Analysis of financial condition including the result ofoperations of the Company for the year under review as required under regulation 34 ofthe SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 with the stockexchanges is given as a separate statement in Annual Report.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Companies Act 2013 the board of directors to thebest of their knowledge and ability confirm that: i. that in the preparation of annualaccounts for the financial year ended 31st March 2019 the applicable Accounting Standardshad been followed and that there were no material departures; ii. that the directors hadselected such accounting policies and applied them consistently and made judgments andestimates that were 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 of theCompany for the year under review; iii. that the directors had taken proper and sufficientcare for the maintenance of adequate accounting records in accordance with the provisionsof the Act for safeguarding the assets of the Company and for preventing and detectingfraud and other irregularities ;and iv. that the directors had prepared the accounts forthe financial year ended 31st March 2019 on a "going concern basis". v. that thedirectors had devised proper systems to ensure compliance with the provisions of all theapplicable laws.
We thank our customers vendors investors and bankers for their continued supportduring the year. We place on record our appreciation of the contribution made by theemployees at all levels. Our consistent growth was made possible by their hard worksolidarity co-operation and support.
We thank the Government of India Ministry of Commerce &Industry Ministry ofCorporate Affairs Ministry of Finance Department of Economic Affairs Customs &Excise Departments Income Tax Department Reserve Bank of India BSE NSE NSDL CDSL andvarious bankers various State Governments and other Government Agencies for theirsupport and look forward to their continued support in the future. Your Directorsappreciate and value the trust imposed upon them by the members of the Company.
|Place: Agra || |
By Order of rhe Board
|Date: 27.08.2019 || |
For O.P. Chains Limited
| || ||SD/- |
| || |
Ashok Kumar Goyal
| ||Whole time ||Director |
| || |