You are here » Home » Companies » Company Overview » O.P Chains Ltd

O.P Chains Ltd.

BSE: 539116 Sector: Others
NSE: N.A. ISIN Code: INE118Q01018
BSE 00:00 | 27 Mar O.P Chains Ltd
NSE 05:30 | 01 Jan O.P Chains Ltd
OPEN 11.00
PREVIOUS CLOSE 11.00
VOLUME 190000
52-Week high 12.50
52-Week low 11.00
P/E 157.14
Mkt Cap.(Rs cr) 8
Buy Price 8.80
Buy Qty 5000.00
Sell Price 0.00
Sell Qty 0.00
OPEN 11.00
CLOSE 11.00
VOLUME 190000
52-Week high 12.50
52-Week low 11.00
P/E 157.14
Mkt Cap.(Rs cr) 8
Buy Price 8.80
Buy Qty 5000.00
Sell Price 0.00
Sell Qty 0.00

O.P Chains Ltd. (OPCHAINS) - Director Report

Company director report

TO THE SHAREHOLDERS

The directors have pleasure in presenting the Directors Report and the audited accountsfor the year ended 31st March 2018.

FINANCIAL PERFORMANCE:

The Company's Financial Performance for the financial year ended on 31stMarch 2018 under review along with previous year figures are given hereunder:

PARTICULARS 2017-18 2016-17
Total Income 242544596.98 482003065.82
Profit before tax 546415.81 1882726.33
Profit /(Loss) after tax 440714.81 1299982.33
Profit/(Loss) b/f from previous period 28437910.71 27140800.38
Prior period adjustment 0.00 (2872.00)
Profit for Appropriation Sub Total (A) 440714.81 1299982.33
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
Balance carried to Balance sheet (A-B) 0.00 0.00

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.

STATUTORY AUDITORS:

At the AGM held on 30th August 2014 BPN & Co. Chartered Accountantswere appointed as Statutory Auditors of the Company to hold office till the conclusion ofthe Annual General Meeting to be held in the Calendar year 2019. In terms of the firstproviso to Section 139 of the Companies Act 2013 the appointment of the auditors shallbe placed for ratification at every Annual General Meeting. Accordingly the appointmentof BPN & Company Chartered Accountant as the Statutory Auditors of the Company isplaced for ratification by the Members.

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.

EXPLANATION OR COMMENTS ON QUALIFICATIONS RESERVATIONS OR ADVERSE REMARKS ORDISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS

There was no qualification reservation or adverse remark made by the Auditors in theirreport.

The Secretarial Audit Report made by practicing company secretary contains noqualification reservation or adverse remark

DIRECTORS

As per Section 152 of the Companies Act 2013 Mr. Ashok Kumar Goyal (DIN : 00095313)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.

DIVIDEND

Your Directors have not recommended any dividend on equity shares for the year underreview. As mentioned earlier the directors are not recommending any dividend for the yearunder review.

TRANSFER TO RESERVES & SURPLUS

The Company has transferred Rs.440714.81/- to Surplus for the year under scrutiny andaggregate balance of reserves and surplus is Rs.237973625.52/- as on 31stMarch 2018. The aggregate balance of reserve & surplus as on 31st March2018 was Rs.237532910.71/-

MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANYOCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS RELATEAND THE DATE OF THE REPORT

No material changes and commitments affecting the financial position of the Companyoccurred between the end of the financial year to which this financial statement relateand on the date of this report.

DETAILS OF SIGNIFICANT MATERIAL ORDERS PASSED BY THE REGULATORS / COURTS / TRIBUNALIMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATION IN FUTURE

There are no significant material orders passed by the Regulators / Courts / Tribunalwhich would impact the going concern status of the Company and its future operations.Hence disclosure pursuant to Rule 8 (5) (vii) of Companies (Accounts) Rules 2014 is notrequired.

LISTING OF SHARES

The Company's shares are Listed on SME Platform of BSE Limited.

EXTRACT OF ANNUAL RETURN

Pursuant to sub-section 3 (a) of Section 134 and sub-section (3) of Section 92 of theCompanies Act 2013 read with Rule 12 of the Companies (Management and Administration)Rules 2014 an extract of the Annual Return as at 31st March 2018 forms part of thisreport as Annexure I.3

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES MADE PURSUANT TOSECTION 188 OF THE COMPANIES ACT 2013

There were transactions at Arm's length basis made with related parties as definedunder Section 188 of the Companies Act 2013 during the year under review. Details ofwhich are given as below:

FORM NO. AOC -2

(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) ofthe Companies (Accounts) Rules 2014.

Form for Disclosure of particulars of contracts/arrangements entered into by thecompany with related parties referred to in sub section (1) of section 188 of theCompanies Act 2013 including certain arms' length transaction under third provisothereto.

1. Details of contracts or arrangements or transactions not at Arm's length basis.

Particulars Details
Name (s) of the related party & nature of relationship NIL
Nature of contracts/arrangements/transaction NIL
Duration of the contracts/arrangements/transaction NIL
Salient terms of the contracts or arrangements or transaction including the value if any NIL
Justification for entering into such contracts or arrangements or transactions' NIL
Date of approval by the Board NIL
Amount paid as advances if any NIL
Date on which the special resolution was passed in General meeting as required under first proviso to section 188 NIL

2. *Details of contracts or arrangements or transactions at Arm's length basis.

Particulars Details
Name (s) of the related party & nature of relationship O P CHAINS CO.*
Nature of contracts/arrangements/transaction SALES AND PURCHASE
Duration of the contracts/arrangements/transaction On Going
Salient terms of the contracts or arrangements or transaction including the value if any In the ordinary course of business
Date of approval by the Board 30.05.2017
Amount paid as advances if any NO ADVANCE
Particulars Details
a) Name (s) of the related party & nature of relationship Om Prakash Agarwal**
b) Nature of contracts/arrangements/transaction RENT
c) Duration of the contracts/arrangements/transaction On Going
d) Salient terms of the contracts or arrangements or transaction including the value if any In the ordinary course of business
e) Date of approval by the Board 30.05.2017
f) Amount paid as advances if any NO ADVANCE

*Relatives of Key Managerial Personnel **Individual with Control

CAPITAL STRUCTURE

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 COMPANY'S AFFAIRS

The Company is engaged in the activities of Trading of Precious and Non-Preciousmetals.

CORPORATE GOVERNANCE

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 II' andforms part of 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 Directors.

Certificate of the CEO and CFO inter alia confirming the correctness of the financialstatements compliance with Company‘s Code of Conduct adequacy of the InternalControl measures and reporting of matters to the Audit Committee in terms of Regulation 27of Listing Obligation and Disclosure Requirement with the Stock Exchanges is attached inthe corporate governance Report and forms part of Annual report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

1. DIRECTORS

As per Section 152 of the Companies Act 2013 Mr. Ashok Kumar Goyal (DIN ; 00095313)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.

2. DECLARATION BY THE INDEPEDNENT DIRECTORS

The company being listed company fall under the criteria of the provisions of section149 pertaining to the appointment of independent directors.

Independent Director's certify that:

• We possess relevant expertise and experience to be an independent directors inthe Company;

• We are/were not the promoters of the company or its holding subsidiary orassociate company;

• We are not related to promoters / directors / persons occupying managementposition at the board level or level below the board in the company its holdingsubsidiary or associate company;

• Apart from receiving director sitting fees / remuneration We have/had nopecuniary relationship / transactions with the company its promoters its directors itssenior management or its holding subsidiary or associate company or their promoters ordirectors during the two immediately preceding financial years or during the currentfinancial;

• None of our relatives has or had any pecuniary relationship or transaction withthe company its holding subsidiary or associate company or their promoters ordirectors amounting to 2% or more of its gross turnover or total income or Rs.50 Lacs orsuch higher amount as may be prescribed whichever is lower during the two immediatelypreceding financial years or during the current financial year;

• Neither we nor any of our relatives:

a) holds or has held the position of a key managerial personnel or is or has beenemployee/executive of the company or its holding subsidiary or associate company in anyof the three financial years immediately preceding the financial year;

b) is or has been an employee or proprietor or a partner in any of the three financialyears immediately preceding the financial year of;

a) a firm of auditors or company secretaries in practice or cost auditors of thecompany or its holding subsidiary or associate company; or

b) any legal or a consulting firm that has or had any transaction with the company itsholding subsidiary or associate company amounting to 10% or more of the gross turnover ofsuch firm;

c) holds together with our relatives 2% or more of the total voting power of thecompany; or

d) is a Chief Executive or director by whatever name called of any non profitorganization that receives 25% or more of its receipts from the company any of itspromoters directors or its holding subsidiary or associate company or that holds 2% ormore of the total voting power of the company; or

• We are not a material supplier service provider or customer or a lessor orlessee of the company;

• We are not less than 21 years of age.

S/d S/d S/d
Amol Doneria Rajesh Kumar Gupta Astha Sharma
DIN: 06897314 DIN: 01048355 DIN: 01888937

3. CHANGES IN 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.

Name Designation & Educational Qualification Age (Years) Date of Joining Compensation paid for the F.Y ended 2013 (` in Lacs) Over all experience (in years) Previous employment
Name: Mr. Ashok Kumar Goyal 53 04 – Dec - 2001 3.00 35 Nil
Designation: Chairman cum Whole- time director
Qualification: B. Com
Name: Mr. Om Prakash Agarwal 74 04 – Dec -2001 3.00 50 Nil
Designation: Managing Director
Qualification: B.Com
Name: Mr. Satish Kumar Goyal 50 04 – Dec - 2001 3.00 30 Nil
Designation: Whole Time Director
Qualification: B.Com
Name: Mr. Ashok Kumar 55 01- July- 2014 Nil 30 M/s. O. P.
Designation: CFO Chains Co.
Qualification: B.Com M.Com & LLB
Name: Ms. Swapnla Gupta 27 04-Aug-2014 Nil 5 Superior
Designation: Company Secretary & Industrial
Compliance Officer Enterprises
Qualification: B.Com & CS Limited

As per Section 152 of the Companies Act 2013 Mr. Ashok Kumar Goyal Whole TimeDirector of the Company will retire by rotation at the Annual General Meeting and beingeligible offer himself for re-appointment.

As per Section 196 of the Companies Act 2013 Mr. Om Prakash Agarwal ManagingDirector & 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 per theTerms & Conditions stated in Agreement dated 20.07.2018 subject to the approval ofMembers at the ensuing Annual General Meeting.

During the year the Ministry of Corporate Affairs (MCA) has notified majority of theprovisions inter alia provisions relating to selection manner of appointment rolesfunctions duties re-appointment of independent directors (IDs) and the relevant rulesunder the Companies Act 2013 (the Act2013) and made them effective 1st April 2014.

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.Amol Doneria.

MEETINGS OF THE BOARD OF DIRECTORS

The Board of Directors of the Company met Four times during the year on 30.05.2018 ;10.08.2018 ; 14.11.2018 ; 14.02.2018 in respect of which proper notices were given andthe proceedings were properly recorded signed and maintained in the Minutes book kept bythe Company for the purpose. The intervening gap between the Meetings was within theperiod prescribed under the Companies Act 2013

AUDIT COMMITTEE

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) Rules2014 .The company has duly constituted the Audit Committee with Mr. AmolDoneria (Chairman) Mr. Rajesh Kumar Gupta (Member) and Mr. Ashok Kumar Goyal (Member).

BOARD EVALUATION

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 ofthe individual 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.

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 annual accounts for the financial year ended 31st March2018 the applicable Accounting Standards had been followed and that there were nomaterial departures;

ii. that the directors had selected such accounting policies and applied themconsistently and made judgments and estimates that were reasonable and prudent so as togive a true and fair view of the state of affairs of the Company at the end of thefinancial year and of the profit of the Company for the year under review;

iii. that the directors had taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Act for safeguardingthe assets of the Company and for preventing and detecting fraud and other irregularities;and

iv. that the directors had prepared the accounts for the financial year ended 31stMarch 2018 on a "going concern basis".

v. that the directors had devised proper systems to ensure compliance with theprovisions of all the applicable laws.

SECRETARIAL AUDITORS

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 for this purpose M/s N.K. Rastogi & Associates wasappointed as the secretarial auditor of the company.

VIGIL MECHANISM

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.

RISK MANAGEMENT

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.

INTERNAL AUDITORS

The Company has obtained Compliance Report as per the Cost Accounting Records Rules2011 from M/s Ambika Prasad Sharma & Co Registered Office : 6 Nehru Nagar Agra282002 who has been appointed as Internal Auditors to conduct cost audit of the accountsmaintained by the Company for the financial year 2017-18.

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 hereunder :

Details of Loans:

SL No 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 of BR Date of SR (if reqd) Rate of Interest Security
AS PER THE BALANCES HEET

Details of Investments:-

SL No 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:

SL No 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 BALANCESHEET

HUMAN RESOURCES AND INDUSTRIAL RELATIONS

The Company is pleased to report that during the year under reporting the industrialrelations were cordial.

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 direct reporting of InternalAudit Division to the Audit Committee of the Board.

FIXED DEPOSITS

During the year under review the Company has not accepted any fixed deposits from thepublic and as on March 31 2018 the Company had no unclaimed deposits or interest thereondue to any depositor.

NATURE OF BUSINESS

There has been no change in the nature of business of the Company during the year.

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.

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) Energy Conservation

Energy consumed during the year does not constitute a significant amount ForeignExchange Earnings and Out Go Export Sales- Nil/- Out Go-NIL

A. CONSERVATION OF ENERGY

i. The Steps Taken Or Impact On Conservation Of Energy:-Nil

ii. The Steps Taken By The Company For Utilizing Alternate Sources Of Energy : Nil

iii. The Capital Investment On Energy Conservation Equipments : Nil

B. TECHNOLOGY ABSORPTION :-

i. The Efforts Made Towards Technology Absorption :-Nil

ii. The Benefits Derived :- Nil

iii. Imported Technology :- Nil

iv. The Expenditure Incurred On Research And Development :- Nil

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

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.

INDUSTRIAL RELATIONS

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.

ACKNOWLEDGMENT

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 Directors appreciate and value the trust imposed upon them by the members of theCompany.

For and on behalf of the Board
O. P. Chains Limited
S/D S/D
PLACE: Agra Om Prakash Agarwal Ashok Kumar Goyal
DATE: 20.07.2018 Managing Director Whole time Director

ANNEXURE-A

DECLARATION BY MANAGING DIRECTOR ON CODE OF CONDUCT

{As required under Schedule V (D) of SEBI (Listing Obligations and DisclosureRequirements) Regulation 2015}

I Om Prakash Agarwal Managing Director of the Company confirm that the Company has inrespect of the financial year ended March 31 2018 received from its Board members aswell as senior management personnel affirmation as to compliance with the Code of Conduct.

For O.P. Chains Limited
S/D
Place: Agra Om Prakash Agarwal
Date: 20.07.2018 Managing Director
DIN: 00095300

ANNEXURE-B

CERTIFICATION BY CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER

{As Required under Regulation 17(8) of SEBI (Listing Obligations and DisclosureRequirements) Regulation 2015}

We Om Prakash Agarwal Chief Executive Officer and Ashok Kumar Chief FinancialOfficer of O.P. Chains Limited to the best of our knowledge and belief certify that:

1. We have reviewed the Balance Sheet and Profit and Loss Account of the Company forthe year ended 31st March 2018 and its entire schedule and notes on accounts as well asthe Cash Flow Statement.

2. To the best of our knowledge and information:

a. These statements do not contain any materially untrue statement or omit to state amaterial fact or contains statement that might be misleading;

b. These statements together present a true and fair view of the Company's affairs andare in compliance with existing accounting standards applicable laws and regulations.

3. We also certify that based on our knowledge and the information provided to usthere are no transactions entered into by the company which are fraudulent illegal orviolate the company's code of conduct.

4. The company's other certifying officers and we are responsible for establishing andmaintaining internal controls for financial reporting and procedures for the Company andwe have evaluated the effectiveness of the Company's internal controls and procedures.

5. The Company's have disclosed based on our most recent evaluation whereverapplicable to the Company's auditors and to the Audit Committee of the Company thefollowing:

a. All significant deficiencies in the design or operation of internal controls whichwe are aware and have taken steps to rectify these deficiencies;

b. Significant changes in internal control during the year;

c. Any fraud which we have become aware of and that involves Management or otheremployees who have a significant role in the Company's internal control systems;

For O.P. Chains Limited
S/D S/D
Place: Agra Om Prakash Agarwal Ashok Kumar
Date: 20.07.2018 MD CFO