Your Directors have pleasure in presenting the Thirty Seventh Directors Report alongwith the Audited Financial Statements for the year ended 31st March 2017.
1. FINANCIAL HIGHLIGHTS
The Financial Performance of your Company for the year ended 31st March 2017 issummerized below:
|Particulars ||2016-17 ||2015-16 |
| ||(Rs in Lakhs) ||(Rs in Lakhs) |
|Income || || |
|Revenue from Operations ||121107.68 ||197640.44 |
|Other Income ||1255.34 ||566.07 |
|Total Income ||122363.02 ||198206.51 |
|Less: Expenses || || |
|Operating Depreciation and Other Expenses ||121379.62 ||196819.90 |
|Salaries and Benefits ||80.04 ||87.40 |
|Extra Ordinary Items ||- ||0.08 |
|Total Expenses ||121459.66 ||196907.38 |
|Profit before Tax and Appropriations ||903.36 ||1299.13 |
|Less: Tax Expenses || || |
|Provision for Deferred Tax ||(7.75) ||(5.68) |
|Provision for Income Tax ||316.00 ||445.00 |
|Excess Provision of Income Tax for last year ||23.50 ||0.73 |
|Total Tax Expenses ||331.75 ||440.05 |
|Profit after Tax ||571.61 ||859.08 |
2. STATE OF COMPANY'S AFFAIRS
During the year under the review your Company's sales is Rs. 118091.32 Lakhsas against to Rs.190935.07 Lakhs in the previous financial year 2015-2016 showing adecrease of 38.15%. Your Company however looks forward to further strengthen itsoperations by consistently focusing on embarking its profit for the coming years.
Revenue of Business segments is as follows:
Sale of Equipments has decreased by 33.47% from Rs.128289.23 Lakhs inFinancial Year 2015-16 to Rs.85338.83 Lakhs in Financial Year 2016-17.
Sale of Agri Products has decreased by 2.85% from Rs. 31295.14 Lakhs inFinancial Year 2015-16 to Rs. 30402.74 Lakhs in Financial Year 2016-17.
Sale of Minerals & Metals has decreased by 92.91 % from Rs. 31289.79 Lakhsin Financial Year 2015-16 to Rs. 2219.03 Lakhs in Financial Year 2016-17.
Sale of paper products has increased by 443.57 % from Rs. 29.47 Lakhs inFinancial Year 2015-16 to Rs. 130.72 Lakhs in Financial Year 2016-17.
Profit before interest depreciation extra ordinary items and tax in 2016-17has decreased by 40.61% to Rs.932.33 Lakhs from Rs.1570.08 Lakhs as compared with theprevious financial year 2015-2016.
After providing for interest of Rs.6.95 Lakhs (Rs.237.26 Lakhs in previousfiscal year) and depreciation of Rs. 22.02 Lakhs (Rs.33.62 Lakhs in previous fiscal year)the profit after tax of the Company has decreased by 33.46% from Rs. 859.08 Lakhs in FY2015-16 to Rs. 571.61 Lakhs in FY 2016-17.
Your Directors do not recommend any dividend for the financial year as the profitsearned needs to be ploughed back into the operations of the Company.
4. TRANSFER TO RESERVES
Your Directors do not recommend transfer of any such amount in to the reserves of theCompany.
5. SHARE CAPITAL AND CHANGES THEREIN
There was no change in share capital of the Company during the year under review. As on31st March 2017 the paid up equity share capital of your Company wasRs.28540000 divided into 2854000 equity shares of Rs.10/- each.
6. EXTRACT OF ANNUAL RETURN
Pursuant to the provisions of Section 134(3)(a) of the Companies Act 2013 an extractof Annual Return for the financial year ended 31st March 2017 made underSection 92(3) of the Companies Act 2013 is appended as ANNEXURE I to this Report.
7. DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Companies Act 2013 the Board of Directors to thebest of their knowledge and ability confirms that: i. In the preparation of the annualaccounts for financial year ended March 31 2017 the applicable accounting standards havebeen followed along with proper explanation relating to material departures; ii. Haveselected such accounting policies and applied them consistently and made judgments andestimates that are reasonable and prudent so as to give a true and fair view of the stateof affairs of the Company at the end of financial year and of the profit for that period;iii. Have taken proper and sufficient care for the maintenance of adequate accountingrecords in accordance with the provisions of this Act for safeguarding the assets of theCompany and for preventing and detecting fraud and other irregularities; iv. Have preparedthe annual accounts for financial year ended March 31 2017 on a going concern'basis; v. Have laid down internal financial control to be followed by the Company and thatsuch internal financial controls are adequate and have been operating efficiently; and vi.Have devised proper systems to ensure compliance with provisions of all applicable lawsand that such systems were adequate and operating effectively.
8. DEPOSITORY SYSTEM
Your Company's Equity Shares are available for dematerialization through NationalSecurities Depository Limited (NSDL) and Central Depository Services (India)Limited(CDSL). As on March 31 2017 91.52% of the Equity Shares of your Company were heldin dematerialized form.
9. DETAILS OF THE MEETINGS OF BOARD AND ITS COMMITTEES
a. Board of Directors
During the financial year the Board of Directors met 6 (Six) times respectively on 30thMay 2016; 13th August 2016; 28th September 2016; 05th October2016 and 14th November 2016 and 13th February 2017. The maximumtime gap between two meetings did not exceed one hundred and twenty days.
b. Audit Committee
During the financial year the Audit Committee met 4 (Four) times respectively on 30thMay2016; 13th August 2016; 14th November 2016 and 13thFebruary 2017 and the maximum time gap between two meetings did not exceed one hundredand twenty days.
c. Nomination Remuneration and Compensation Committee
During the financial year the members of the Nomination Remuneration and CompensationCommittee met one time on 13th February 2017.
d. Corporate Social Responsibility Committee
During the financial year members of the Corporate Social Responsibility Committee met2 (Two) times respectively on 13th August 2016 and 13th February2017.
e. Stakeholders Relationship Committee
During the financial yearmembers of the Stakeholders Relationship Committee met6 (Six) times respectively on 19th April 2016; 29th April 2016; 13thAugust 2016; 14th November2016; 13th February 2017; and 28thFebruary 2017.
The Details of the number of the meetings of the Board and its Committees are moreparticularly prescribed in the Corporate Governance Report which forms a part of theDirectors Report.
10. COMPOSITION OF THE AUDIT COMMITTEE
During the financial year the composition of the Audit Committee was in alignment withthe provisions of Section 177 of Companies Act 2013 and Regulation 18 of the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015.The Audit Committeecomprises of three members i.e. Mr. Gopal Saxena Mr. Ashok Patel (both IndependentDirectors) and Mr. Sharad Bhartia (Whole-time Director). Mr. Gopal Saxena (IndependentDirector) is the Chairman of the committee.
11. POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION
The Policy of the Company on Directors appointment and remuneration including criteriafor determining qualifications positive attributes independence of a Director and othermatters provided under sub-section (3) of section 178 is appended as Annexure IIto this Report.
12. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186
The details of loans given Investments made and guarantees given and securitiesprovided under the Section 186 of the Companies Act 2013 as on 31st March2017 have been provided in the notes to the Financial Statements forming part of thisreport.
13. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
All contracts / arrangements / transactions entered by the Company during the financialyear under review with related parties as defined under the Companies Act 2013 andRegulation 23 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015were in the ordinary course of business and on an arm's length basis. During the year theCompany had not entered into any contract / arrangement / transaction with related partieswhich could be considered material. Accordingly the disclosure of Related PartyTransactions as required under Section 134(3) of the Companies Act in Form AOC-2 is notapplicable.
Attention of the members is drawn to the disclosures of transactions with the relatedparties as per Accounting Standard 18 is set out in Notes to Accounts forming part of thefinancial statement forming part of this report.
14. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY
There have been no material changes and commitments affecting the financial position ofthe Company which have occurred between 31st March 2017 and the date of thereport other than those disclosed in this report.
15. PARTICULARS REGARDING CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGNEXCHANGE
EARNINGS AND OUTGO
Conservation of Energy
Your Company has taken necessary steps and initiative in respect of conservation ofenergy to possible extent to conserve the energy resources..
Your Company is not engaged in any manufacturing activity the particulars technologyabsorption as required under Section 134(3)(m) of the Companies Act 2013 read with theCompanies (Accounts) Rules 2014 are not applicable.
Foreign Exchange Earnings and Outgo
During the financial year the Company has received Rs. 99943.87 Lakhs for exportrealizations and advances and has spent foreign exchange Rs. 143168.61 Lakhs towardspurchases.
16. RISK MANAGEMENT
Your Company is aware of the risks associated with the business. It regularly analysesand takes corrective actions for managing/ mitigating the same. Your Company hasinstitutionalized the policy/process for identifying minimizing and mitigating risk whichis reviewed. The key risks and mitigation actions are placed before the Audit Committee.
17. CORPORATE SOCIAL RESPONSIBILITY
Your Company's CSR Policy statement and annual report on the CSR activities undertakenduring the financial year ended 31st March 2017 in accordance with Section135 of the Companies Act 2013 and Companies (Corporate Social Responsibility Policy)Rules 2014 is annexed to this report as Annexure III.
18. ANNUAL EVALUATION OF PEFORMANCE OF THE BOARD
The Board of Directors has carried out an annual evaluation of its own performance owncommittees and individual Directors pursuant to the provisions of the Companies Act andthe Corporate Governance requirements as prescribed by SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 on the basis of criteria such as skillsknowledge discharge of duties level of participation at the meetings 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. Performance evaluation of independent Directors was done by the entire Boardexcluding the independent Directors being evaluated.
19. CHANGE IN THE NATURE OF BUSINESS
During the financial year there was no change in the nature of business of the Company.
20. DIRECTORS AND KEY MANAGERIAL PERSONNEL
In accordance with the provisions of the Section 152(6)(e) of the Companies Act2013 read with the Articles of Association of the Company Mr. Sharad Bhartia (DIN:0719932) Whole Time Director of the Company retires at the ensuing annual generalmeeting and being eligible for re-appointment offers himself for re-appointment
The Board of Directors at its meeting held on August 31 2017 re-appointed Mr.Sharad Bhartia as a Whole-time Director of the Company for period commencing from April02 2018 to April 01 2023 subject to approval of the members of the Company.
The Board of Directors at its meeting held on September 282016 appointed Mrs.Poonam Singh (DIN:07099937) as an additional Non- executive Director and she shall holdoffice up to the date of ensuing Annual General Meeting. The Company has pursuant toprovision of Section 160(1) of the Companies Act 2013 received notice in writing fromMember proposing her candidature for the appointment as an independent Director.
Mr. Ronak Jain Chief Financial Officer of the Company resigned from theservices of the Company with effect from the April 22 2017. Your Company has appointedMr. Manoj Kumar Upadhyay as Chief Financial Officer of the Company with effect from June01 2017.
21. DECLARATION BY INDEPENDENT DIRECTORS
All Independent Directors have submitted declarations to the Company that they meet thecriteria of Independence as laid down under Section 149(6) of the Companies Act 2013 andregulation 16 of Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015.
22. FAMILARISATION PROGRAMME FOR INDEPENDENT DIRECTORS
The details of familiarization programme to Independent Directors their roles rightsresponsibilities in the Company nature of the industry in which the Company operatesbusiness model of the Company and related matters is uploaded on the website of theCompany at the link http://www.olympicoil.co.in.
23. SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES
The Company does not have any subsidiary Joint Venture Associate Company or LLPsduring the financial year.
24. DETAILS RELATING TO DEPOSITS COVERED UNDER CHAPTER V OF THE COMPANIES ACT 2013
The Company has not accepted any public deposits and as such no amount on account ofprincipal or interest on public deposits was outstanding as on the date of the balancesheet.
25. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS
There are no significant material orders passed by the Regulators/Courts which wouldimpact the going concern status of the Company and its future operations.
26. ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH RESPECT TO FINANCIAL STATEMENTS
Your Company has an internal financial control system commensurate with respect to itsfinancial statements which provide reasonable assurance regarding the reliability offinancial reporting and the preparation of financial statements. The Audit Committee hasin place a mechanism to identify assess monitor and mitigate various risks to keybusiness objectives. The Audit Committee has a process for timely check for compliancewith the operating systems accounting procedures and policies. Major risks identified bythe businesses and functions are systematically addressed through mitigating action oncontinuing basis.
27. AUDITORS AND AUDITORS' REPORT AND INSTANCES OF THE FRAUDS REPORTED IF ANY UNDERSECTION 143
M/s. Shankarlal Jain & Associates LLP Chartered Accountants Statutory Auditorswasappointed as Statutory Auditors of the Company at Annual General Meeting held on September22 2014 till the conclusion of Annual general Meeting to be held for the financial year2016-17.
M/s. Shankarlal Jain & Associates LLP Chartered Accountants have completed theirterm and tenure as envisaged in Section 139 of the Companies Act 2013 making themineligible for appointment as Statutory Auditors.
On the recommendation of Audit Committee Board of Directors recommends the members forthe appointment of M/s. Bhatter & Paliwal Chartered Accountants (FRN:131411W) as theStatutory Auditors of the Company for a period of five Consecutive year from theconclusion 37th AGM of the Company until the conclusion of the 42ndAGMto be held in year 2022.
M/s. Bhatter & Paliwal Chartered Accountants have confirmed that if theirappointment made would be within limits specified under Section 141 of the Companies Actand they shall not disqualified to be appointed as Statutory Auditor in terms of theprovisions of Section 139 (1) 141(2) and 141 (3) of the Companies act and the provisionsof the Companies (Audit and Auditors) Rules 2014.
There are no qualifications reservations or adverse remarks or disclaimers mentionedin audit Report made by M/s. Shankarlal Jain & Associates LLP Chartered AccountantsStatutory Auditors in their report.
There have been no instances of fraud reported by the Auditors under Section 143(12) ofthe Companies Act 2013.
28. SECRETARIAL AUDIT REPORT
Pursuant to the provisions of Section 204 of the Companies Act 2013 Board of Directorsof the Company has appointed M/s. Gopesh Sahu Company Secretaries as Secretarial Auditorto conduct the Secretarial Audit and his Report on Company's Secretarial Audit Report forthe financial year ended 31st March 2017 is appended to this Report as ANNEXUREIV.
There are no other qualifications reservations or adverse remarks or disclaimers madeby Mr. Gopesh SahuCompany Secretary in Practice in his secretarial audit report exceptto the following observations: a) The Company Secretary of the Company is not designatedas a Compliance Officer.
Management Reply:With respect to the observation of the Secretarial Auditor in theirreport members are informed that with respect to the designation as a Compliance Officermembers be informed that the management is of the view that the present compliance officerof the Company is been represented as compliance officer in few legal matters and once thematters are closed the Company shall comply with the same. b) In the Balance Sheet theadvances recoverable in cash or in kind which includes doubtful amount of Rs.264125992/-which is not able to identify.
Management Reply: The said amount is under judicial consideration.
29. WHISTLE BLOWER POLICY/ VIGIL MECHANISM
The Company has a Whistle Blower Policy in line with the provisions of the Section 177of the Companies Act 2013 and Regulation 22 of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015. This policy establishes a vigil mechanism for directorsand employees to report their genuine concerns actual or suspected fraud or violation ofthe Company's code of conduct.
The said mechanism also provides for adequate safeguards against victimisation of thepersons who use such mechanism and makes provision for direct access to the chairman ofthe Audit Committee.
The said Whistle Blower Policy is available on the website of the Company at www.olympicoil.co.in.
30. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION& REDRESSAL) ACT 2013
Your Company is committed to creating and maintaining an atmosphere in which employeescan work together without fear of sexual harassment exploitation and intimidation.Accordingly the Company has in place an Anti Sexual Harassment Policy in line with therequirements of The Sexual Harassment of Women at the Workplace (Prevention Prohibition& Redressal) Act 2013. Internal Complaints Committee (ICC) was set up to redresscomplaints received regarding sexual harassment. All employees (Permanent Contractualtemporary trainees) are covered under this policy.
The following is a summary of sexual harassment complaints received and disposed offduring the year:
|No. of Complaints received ||Nil |
|No. of Complaints disposed off ||Nil |
31. CORPORATE GOVERNANCE REPORT
As required unders chedule V(c) of the SEBI (Listing Obligation and DisclosureRequirements) Regulation 2015 a detailed report on Corporate Governance is appended as ANNEXUREV to this Report. The Auditors have certified the Company's compliance with therequirement of the Corporate Governance as stipulated under schedule V and the same isannexed to the report on Corporate Governance.
32. MANAGEMENT'S DISCUSSION AND ANALYSIS
The Management's Discussion and Analysis Report for the financial year ended 31stMarch 2017 as stipulated under Regulation 34(2) of SEBI Listing Obligation andDisclosure Requirements) Regulation 2015 is appended as ANNEXURE VI to thisreport.
33. PARTICULARS OF EMPLOYEES
Disclosures with respect to the remuneration of Directors and employees as requiredunder Section 197 of the Companies Act and Rule 5(1) of the Companies (Appointment andRemuneration of Managerial Personnel) Amendment Rules 2016 has been appended as ANNEXUREVII to this Report.
There were no such employees of the Company for which the information required to bedisclosed pursuant to Section 197 of the Companies Act read with Rule 5(2)&(3) of theCompanies (Appointment and Remuneration of Managerial Personnel) Amendment Rules 2016.
Your Directors wish to place on record their appreciation and sincere thanks to theState Governments Government agencies Banks & Financial Institutions customersshareholders vendors and other related organizations who through their continued supportand co-operation have helped as partners in your Company's progress. Your Directors alsoacknowledge the hard work dedication and commitment of the employees.
| ||By Order of the Board of Directors |
| ||Nipun Verma |
|Place: Mumbai ||Chairman & Whole-time Director |
|Date: 31st August 2017 ||DIN : 02923423 |