Octal Credit Capital Ltd.
|BSE: 538894||Sector: Financials|
|NSE: N.A.||ISIN Code: INE513C01010|
|BSE 00:00 | 24 Mar||Octal Credit Capital Ltd|
|NSE 05:30 | 01 Jan||Octal Credit Capital Ltd|
|BSE: 538894||Sector: Financials|
|NSE: N.A.||ISIN Code: INE513C01010|
|BSE 00:00 | 24 Mar||Octal Credit Capital Ltd|
|NSE 05:30 | 01 Jan||Octal Credit Capital Ltd|
T o The Members Of
OCTAL CREDIT CAPITAL LIMITED
Your Director have pleasure in presenting the 28th Annual Report of theCompany together with Audited Statements of Accounts for the year ended 31stMarch 2020.
STANDALONE & CONSOLIDATED FINANCIAL STATEMENT:
CHANGE IN NATURE OF BUSINESS:
There has been no change in nature of business of the company during the F.Y.2019-2020.
MATERIAL CHANGES AND COMMITMENTS:
There has been no material changes and commitments affecting the Financial Position ofthe Company which have occurred between the End of Financial Year of the Company to whichthe Financial Statements relate and the date of the report.
Due to Losses during the year under review The Board has decided not to recommend anydividend for the year ended 31st March 2020.
TRANSFER TO RESERVE:
The Company has not transferred any amount to statutory reserve under section 45IC ofRBI Act 1934due to losses in the financial year 2019-2020.
CHANGES IN SHARE CAPITAL:
The paid up Equity Share Capital as on 31st March 2020 stood at Rs.50009000/-.During the year under review the Company has not issued any shares with differentialvoting rights sweat equity shares nor granted any stock options. The company neither cameout with rights bonus private placement and preferential issue.
OPERATIONS & FUTURE OUTLOOK:
The Company will look to extend to adjacent business spaces without compromising theintegrity of the loan book. We believe that the market for this is large and relativelyunderpenetrated.
Given the potential in the business we believe that we should be able to more thandouble revenues during the current financial year and double that again in 2021-22. Thenext two years are expected to generate sizeable growth enhancing value for our customerswhile improving our visibility and profitability.
According to RBI one of the main reasons for tighter regulation is to reduce thesystematic risk they pose to the financial system since they borrow heavily from banks.Prima facie it may appear that these reforms will affect the productivity of the NBFCs;however with time they are more likely to improve NBFCs capacity to endure asset qualityshocks and also deal with systemic risks. Moreover increase in disclosure requirementsand corporate governance norms will have a three-fold effect. It will enhance transparencyand increase the responsibility of the management and further supplement investorawareness.
INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY:
The Company has policy for Internal Financial Control System commensurate with thesize scale and complexity of its operations. Detailed procedural manuals are in place toensure that all the assets are safeguarded protected against loss and all transactionsare authorized recorded and reported correctly. The scope and authority of the InternalAudit (IA) function is defined in the internal financial control policy. The InternalAuditor monitors and evaluates the efficiency and adequacy of Internal Financial controlsystem in the Company its compliance with operating systems accounting procedures andpolicies. To maintain its objectivity and independence the Internal Auditor reports tothe Chairman of the Audit Committee of the Board the internal audit report on quarterlybasis and some are reviewed by the committee. The observation and comments of the AuditCommittee are placed before the board.
DIRECTORS & KEY MANAGERIAL PERSON:
Key Managerial Personnel
Mr. Arihant Patni- Whole Time Director
Mr. Shyam Arora - Chief Financial Officer
Miss Sweety Dassani - Company Secretary
Non-Executive Non Independent Directors
Mr. Dilip Kumar Patni
Mr. Kamal Nayan Jain
Mrs. Vandana Patni
Non-Executive Independent Directors
Mr. Sambhu Nath Jajodia
Mr. Bijay Bagri
Appointment and Resignation:
In accordance with the provisions of the section 152 of Companies Act 2013 and interms of the Memorandum and Articles of Association of the Company Mr. Dilip KumarPatni(Non-Executive Non Independent Directors)(DIN 01069986) who retires by rotation andbeing eligible offers herself for reappointment at the ensuing Annual General Meeting ofthe company.
Re-Appointment of Mr. Arihant Patni (DIN: 07210950) whose term as Whole Time Directorends on 28th March 2020 the approval of the Members of the Company be and is herebyaccorded for the re-appointment and payment of remuneration to MR. ARIHANT PATNI (DIN:07210950) as Whole Time Director of the Company for a period of 5 consecutive yearseffective from 29TH March 2021 on the terms and conditions as contained in the Agreementexecuted by and between Mr. ARIHANT PATNI and the Company.
REAPPOINT BIJAY KUMAR BAGRI (DIN 01408485):- Approval of the members be and is herebyaccorded for re-appointment of BIJAY KUMAR BAGRI (DIN 01408485) as an Independent Directorof the Company not liable to retire by rotation for his second term of three consecutiveyears with effect from November 04 2019 upto November 03 2022 as Independent Director ofthe Company for a second term of 3 Years not liable to retire by rotation.
REAPPOINT SHAMBHU NATH JAJODIA (DIN 00359900):- Approval of the members be and ishereby accorded for re-appointment of SHAMBHU NATH JAJODIA (DIN 00359900) as anIndependent Director of the Company not liable to retire by rotation for his second termof three consecutive years with effect from November 04 2019 upto November 03 2022 asIndependent Director of the Company for a second term of 3 Years not liable to retire byrotation.
A brief resume of the Directors proposed to be re-appointed along with additionalinformation is provided in the notice of Annual General Meeting.
MEETINGS OF THE BOARD:
The company has duly complied with section 173 of the Companies' Act 2013. During theyear under review 6 (Six) board meetings were convened and held. The date on whichmeeting were held are as follows : 15.04.2019 28.05.2019 12.09.201904.11.201914.12.2019 and 12.02.2020.
The maximum interval between any two meetings did not exceed 120 days.
FORMAL ANNUAL EVALUATION & INDEPENDENT DIRECTORS MEETING:
During the year the Board has carried out the annual evaluation of its own performanceas well as the evaluation of the working of its Committees and individual Directors. Thisexercise was carried out through a structured questionnaire prepared separately for BoardCommittee and individual Directors on the basis of the various parameters.
Separate exercise was carried out to evaluate the performance of Whole Time Director onbasis of the parameters such as contribution independent judgment effective leadershipto the Board safeguarding of minority shareholders interest etc. Based on set parametersthe performance of the Board various Board Committees viz. Audit Committee Stakeholders'Relationship Committee Nomination and Remuneration Committee and Independent Directorswas carried out and evaluated to be satisfactory.
During the year under review the Independent Directors of your Company carried out theperformance evaluation of Non-Independent Directors and Chairperson at a separate meetingof Independent Director held on 23.09.2019. The Directors were satisfied with theEvaluation Results
The statement containing the disclosure as required in accordance with the provisionsof Section 197(12) of the Companies Act 2013 read with rule 5 (1) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 is annexed as AnnexureI. and forms a part of the Board Report. Further none of the employees of the Companyare in receipt of remuneration exceeding the limit prescribed under rule 5 (2) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 so statementpursuant to Section 197(12) of the Companies Act 2013 read with rule 5(2) and 5(3) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 is notrequired to be included.
DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES:
Your Company has no Subsidiary Company. Details of Associate Companies during the yearunder review is annexed as Annexure II (i.e. in Form AOC-I) and forms part of the BoardReport.
AUDITORS & AUDITORS REPORT:
Pursuant to section 139(1) of Companies Act 2013 read with applicable rules thereonM/s. Vasudeo & Assoicates have been appointed as Statutory Auditors of the Company fora period of 5 year from the conclusion of 25th Annual General Meeting held in 2017 tillthe conclusion of the 29th Annual General Meeting to be held in the year 2022 subject toratification by shareholders in every AGM. Pursuant to the Companies Amendments Act 2017w.e.f. 07.05.2018 the proviso to section 139(1) of Companies Act 2013 in regard to theratification of appointment of Statutory Auditor in every Annual General Meeting has beenomitted.
Pursuant to the provisions of Section 204 of the Companies Act 2013 and The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed Mrs. Dipika Jain Company Secretary in Practice to undertake the SecretarialAudit of the Company. The Report of the Secretarial Audit Report is annexed herewith as AnnexureIII.
Pursuant to the provisions of Section 138 of the Companies Act 2013 and The Companies(Accounts) Rules 2014 the Company M/s. Amresh Jain & Co. were appointed to undertakethe Internal Audit of the Company for 2 years i.e for the F.Y. 2018-19 & 2019-20.There stood no adverse finding & reporting by the Internal Auditor in the InternalAudit Report for the year ended 31st March 2020.
There are no qualifications reservation or adverse remarks made by M/s. VASUDEO&ASSOCIATES the statutory Auditor in their report.
The statutory Auditor have not reported any incident of fraud to the Audit committee ofthe company in the year under review.
i) AUDIT COMMITTEE:
The Audit Committee of the Board of Directors oversees the Financial Statements andFinancial Reporting before submission to the Board. The Audit Committee is responsible forthe recommendation of the appointment remuneration performance and oversight of the workof the Internal and Statutory Auditors. It reviews the Reports of the Internal Auditorsand Statutory Auditors. The Senior Management Personnel are invited to the meetings of theAudit Committee along with the Head of Internal Audit. At present there are threeMembers of the Audit Committee.
The composition of the Audit Committee is givenbelow:
ii) NOMINATION AND REMUNERATION COMMITTEE:
The committee's constitution and terms of reference are in compliance with provisionsof section 178 of Companies Act 2013 read with Regulation 19 of SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015. The functions of this Committee includeidentification of persons who are qualified to become Directors and who may be appointedas Senior Management formulation of criteria for determining qualifications positiveattributes independence recommendations of their appointments to the Board evaluationof every Director's performance formulation of Remuneration Policy to includerecommendation of remuneration for Directors Key Managerial Personnel and SeniorManagement.
At present there are Three Members of the Nomination and Remuneration Committee inwhich Two are Independent Directors.
The composition of the Nomination And Remuneration Committee is given below:
iii) STAKEHOLDERS RELATIONSHIP COMMITTEE
The Stakeholders Relationship Committee is responsible to Consider & Resolve theGrievances of Security holders including complaints related to transfer of shares nonreceipt of balance sheet non receipt of declared dividends Transfer & transmissionof shares Issue of duplicate shares Exchange of new design share certificates Recordingdematerialization &rematerialization of shares & related matters.
The composition of the Stakeholders Relationship Committee is given below:
VIGIL MECHANISM / WHISTLE BLOWER POLICY:
Your Company is committed to adhere to the highest standards of ethical moral andlegal conduct of business operations. To maintain these standards the Company encouragesits employees who have concerns about suspected misconduct to come forward and expressthese concerns without fear of punishment or unfair treatment. The company has adopted aWhistle Blower policy to establish a vigil mechanism for directors and employees to reportconcerns about unethical behavior actual or suspected fraud or violation of the Codes ofconduct or ethics policy. The said policy is hosted on the website of the company(www.occl.co.in)
RISK MANAGEMENT POLICY:
Pursuant to section 134(n) of Companies Act 2013 and revised clause 49 of ListingAgreement your company has a robust Risk management framework to identify evaluatebusiness risk and opportunities. This framework seeks to create transparency minimizeadverse impact on the business objectives and enhance the competitive advantage. Theframework has different risk models which help in identifying risk trends exposure andpotential impact analysis at a company level. The said policy is hosted on the website ofthe company (www.occl.co.in)
CORPORATE SOCIAL RESPONSIBILITY:
The Company had not taken any initiatives on the activities of Corporate SocialResponsibilities as the provisions relating to the same are not applicable to the Company.
EXTRACT OF ANNUAL RETURN:
Companies Act 2013 makes mandatory for every company to prepare an extract in theformat prescribed MGT 9. The details forming art of the extract of Annual Return as on31st March 2020 is annexed herewith as Annexure IV.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURT OR TRIBUNALSIMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATION IN FUTURE:
There are no significant material orders passed by the Regulators/Courts/Tribunalswhich would impact the going concern status of the Company and its future operations.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186 :
Your Company being the Non Banking Financial Company having the principal business ofproviding loans is exempted from the provisions of Section 186 of the Companies Act 2013to the extent of providing loans giving guarantee and providing security in connectionwith loan. However the details of investments covered under the provisions of Section 186of the Companies Act 2013 are given in notes to the financial statement.
Your company is non deposit taking NBFC registered with RBI thus the said clause isnot applicable and the company does not accept any deposit. The Board of Directors hasduly passed a resolution in their meeting giving effect to the aforesaid statement.
CONTRACTS/TRANSACTIONS/ARRANGEMENTS WITH RELATED PARTIES:
All contracts/arrangements/transactions with related parties entered by the companyduring the financial year were on an arm's length basis and were in the ordinary course ofbusiness and the provisions of section 188 of the Companies Act 2013 are not attracted andthus disclosure about details of contracts or arrangements or transactions with relatedparties referred to in section 188(1) in Form AOC-2 is not required. During the year theCompany had not entered into any contract / arrangement / transaction with related partieswhich could be considered material in accordance with the policy of the Company onmateriality of related party transactions. There are no materially significant relatedparty transactions made by the Company with Promoters Directors Key Managerial Personnelor their relatives or other designated persons which could have a potential conflict withthe interest of the Company at large.
All Related Party Transactions are periodically placed before the Audit Committee asalso the Board for approval. During the year under review the company has not taken anyomnibus approval from Audit committee. A Related Party policy has been devised by theboard of Directors for determining the materiality of transactions with related partiesand dealing with them. Further your directors draw your kind attention of the members toNotes to the financial statements which sets out related party transactions.
CORPORATE GOVERNANCE REPORT:
As per Regulation 15 (2) of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 Corporate Governance provisions specified in regulations 17 18 1920 2122 23 24 25 26 27 and clauses (b) to (i) of sub-regulation (2) of regulation46 and para C D and E of Schedule V shall not apply in respect of (a) a listed entityhaving paid up equity share capital not exceeding rupees ten crore and net worth notexceeding rupees twenty five crore as on the last day of the previous financial year. Asour company falls under above mentioned exception hence compliance with Regulation 27 ofSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 is not applicableto us.Therefore Corporate Governance Report for the year ended 31.03.2020 is not prepared.
DISCLOSURES ON POLICY AGAINST SEXUAL AND WORKPLACE HARASSMENT :
The Company believes that it is the responsibility of the organisation to provide anenvironment to its employee which is free of discrimination intimidation and abuse andalso to protect the integrity and dignity of its employees and also to avoid conflicts anddisruptions in the work environment. Further there stood no cases filed during the yearunder review.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGOES:
Since the Company does not own any manufacturing facility the requirements pertainingto disclosure of particulars relating to conservation of energy technology absorption andforeign exchanges earning and outgo as prescribed under the Companies (Disclosure ofParticulars in the Report of Board of Directors) Rules 1988 are not applicable.
DIRECTORS RESPONSIBILITY STATEMENT:
Your Directors to the best of their knowledge and belief and according to theinformation and explanation obtained by them make the following statement in terms ofclause (c) of sub-section (3) of section 134 of Companies Act 2013 that - OCTAL CREDITCAPITAL LIMITED Annual Report 2019-2020.
a) In the preparation of the annual accounts for the Financial year ended on 31st March2020 the applicable accounting standards had been followed along with proper explanationrelating to material departures.
b) The directors have 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 as at 31st March 2020 and of the Lossesof the company for that period;
c) The directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of Companies Act 2013 forsafeguarding the assets of the company and for preventing and detecting fraud and otherirregularities;
d) The directors had prepared the annual accounts on a going concern basis;
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
Your Directors take the opportunity to thanks the Regulators Organizations andAgencies for the continued help and co-operation extended by them. The Directors alsogratefully acknowledge all stakeholders of the Company viz. customers members vendorsbanks and other business partners for the excellent support received from them during theyear. The Directors place on record their sincere appreciation to all employees of theCompany for their unstinted commitment and continued contribution to the Company.