Olympic Oil Industries Ltd.
|BSE: 507609||Sector: Others|
|NSE: N.A.||ISIN Code: INE286E01019|
|BSE 00:00 | 25 Jul||Olympic Oil Industries Ltd|
|NSE 05:30 | 01 Jan||Olympic Oil Industries Ltd|
|BSE: 507609||Sector: Others|
|NSE: N.A.||ISIN Code: INE286E01019|
|BSE 00:00 | 25 Jul||Olympic Oil Industries Ltd|
|NSE 05:30 | 01 Jan||Olympic Oil Industries Ltd|
FOR THE FINANCIAL YEAR ENDED MARCH 31 2018
Your Directors have pleasure in presenting the Thirty Eighth Directors Report alongwith the Audited Financial Statements for the year ended 31st March 2018.
1. FINANCIAL HIGHLIGHTS
The Financial Performance of your Company for the year ended 31st March2018 is summerized below:
2. STATE OF COMPANY'S AFFAIRS
0 During the year your Company registered turnover of Rs. 123370 Lakhs as againstturnover of Rs. 121108 Lakhs in the previous year indicating growth of 1.87%. TheTurnover of the Company showed a positive growth for the year.
0 Revenue of Business segments were as follow:
Sale of Equipments has increased by 9.21% from Rs. 85338.83 Lakhs in FinancialYear 2016-17 to Rs. 93197.22 Lakhs in Financial Year 2017-18.
Sale of Paper has been increased by 3009.07% from Rs. 130.72 lakhs in FinancialYear 2016-17 to Rs. 4064.23 lakhs in Financial Year 2017-18.
Sale of Minerals & Metals has been increased by 952.73% from Rs.2219.03lakhs in Financial Year 2016-17 to Rs.23360.57 lakhs in Financial Year 2017-18.
0 The EBITDA (before exceptional items) decreased by 32% from Rs.932 Lakhs in year2016-17 to Rs.637 Lakhs in 2017-18.
0 Profit after tax reduced from Rs. 571.61 Lakhs in financial year 2016- 2017 toRs.190.81 Crores in financial year 2017-18.
0 Despite of the uncertainties and challenges in the economic environment Company hassuccessfully added strong value addition in its development by scaling new heights interms of revenue.
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
During the financial year your Directors do not recommends transfer of any amount into the reserves of the Company.
5. SHARE CAPITAL AND CHANGES THEREIN
There was no change in share capital of the Company during the financial year. As on 31stMarch 2018 the paid up equity share capital of your Company was Rs. 28540000 dividedinto 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 the extractof Annual Return for the financial year ended 31st March 2018 in Form MGT-9in accordance with Section 92(3) of the Companies Act 2013 read with Companies(Management and Administration) Rules 2014 is appended as ANNEXURE I to thisReport.
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 annual accounts for financial year ended March 31 2018the applicable accounting standards have been followed along with proper explanationrelating to material departures;
ii. Have selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the Company at the end of financial year and of the profit forthat 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 prepared the annual accounts for financial year ended March 312018 on agoing concern' basis;
v. Had laid down internal financial control to be followed by the Company and that suchinternal financial controls are adequate and have been operating efficiently; and
vi. Have devised proper systems to ensure compliance with provisions of all applicablelaws and 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 312018 91.87% 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 yearthe Board of Directors met 6 (Six) times respectively on 08thApril2017; 30th May 2017; 31st August 2017; 08th September2017; 10th November 2017 and 14th February 2018.The maximum timegap between two meetings did not exceeds one hundred and twenty days.
b. Audit Committee
During the financial yearmembers of the Audit Committee met 5 (Five) timesrespectively on 30th May 2017; 31th August 2017; 08thSeptember 2017; 10th November 2017 and 14th February 2018.Themaximum time gap between two meetings did not exceed one hundred and twenty days.
c. Nomination. Remuneration and Compensation Committee
During the financial year the members of the Nomination Remuneration and CompensationCommittee met 4 (Four) times on 30th May 2017; 31th August 2017;10th November 2017 and 14th February 2018.
d. Corporate Social Responsibility Committee
During the financial year the members of the Corporate Social Responsibility Committeemet 2 (Two) times respectively on 31st August 2017 and 14thFebruary 2018.
e. Stakeholders Relationship Committee
During the financial year. the members of the Stakeholders RelationshipCommittee met 7 (Seven) times respectively on 30th May 2017; 27thJune2017; 31st August 2017; 3rd October 2017; 17thNovember 2017; 9th January 2018; and 14th February 2018.
The Details of the number of the meetings of the Board and its Committees and presenceof the directors in Board and committee meetings are more particularly described in the "Reporton Corporate Governance" which forms a part of the Director's 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 composition of the Committee meetings held during the year and terms of referenceof the Audit Committee is disclosed in the "Report on Corporate Governance"which forms part of this report.
All the recommendations made by the Audit Committee were accepted by the Board ofDirectors of the Company.
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 as provided under sub-section (3) of section 178 is appended as Annexure II tothis 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 March2018 have been provided in the notes to the Financial Statements forming part of Annualreport.
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 Indian Accounting Standard (IND AS) 24 is set out in Notes to Accountsforming part of the financial statement forming part of Annual 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 2018 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. 901.19 Lakhs for exportrealizations and advances and has spent foreign exchange Rs. 1275.05 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 2018 in accordance with Section135 of the Companies Act 2013 and Companies (Corporate Social Responsibility Policy)Rules 2014 is appendedas Annexure III to this report.
18. ANNUAL EVALUATION ON PEFORMANCE OF THE BOARD
The Board adopted a formal mechanism for evaluating its performance as well as that ofits Committees and individual Directors including the Chairman of the Board pursuant tothe provisions of the Companies Act and the Corporate Governance requirements asprescribed by SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.Theexercise was carried out through an evaluation process as formulated by Nomination &Remuneration Committee (NRC) covering various aspects of the Board's functioning such ascomposition of the Board & committees experience & competencies performance ofspecific duties & obligations contribution at the meetings and otherwise independentjudgement governance issues etc.
All Directors participated in the evaluation.Evaluation was carried out on individuallyexcluding the Director being evaluated. In a separate meeting of Independent Directorsperformance of Non Independent Directors performance of the Board as a whole andperformance of the Chairman was evaluated taking into account the views of executivedirectors and non-executive directors.
19. CHANGE IN THE NATURE OF BUSINESS
During the financial year 2017-18 there was no change in the nature of business of theCompany.
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. Nipun Verma (DIN:02923423) 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 14 2018 re-appointed Mr.Nipun Verma as a Whole-time Director of the Company for period commencing from November012018 to October 312023 subject to approval of the members of the Company.
During the year the Board of Directors at its meeting held on November10 2017appointed Mr. Rakesh Desai (DIN: 07960015) as an Additional Independent Director.Furtherhe has tendered his resignation w.e.f. May 28 2018 from the Board of Directors of theCompany. The Board places on record its appreciation for the valuable services andguidance given by him during his tenure as the Director of the Company.
Mr. Ashok Patel Independent Director of the Company ceased to be Director ofthe Company with effect from April 05 2018 due to sad demise. The Board places on recordits appreciation for the valuable services and guidance given by him during his tenure asthe Director of the Company.
The Board of Directors at its meeting held on May 30 2018 appointed anddesignated Mr. Mahesh Kuwalekar Company Secretary of the Company as Compliance Officer ofthe Company under Regulation 6 (1) of SEBI (Listing Obligations and DisclosureRequirements) 2015. Further Mr. Atul Rastogi shall continue to act as Compliance officerof the Company for all other applicable laws regulations and general business affairs.
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.olvmpicoil.co.in.
23. COMPLIANCE WITH SECRETARIAL STANDARDS
The Company complies with Secretarial Standards on Meetings of the Board of Directors(SS-1) and General Meetings (SS-2) issued by the Institute of Company Secretaries ofIndia.
24. SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES OR LLP'S
The Company does not have any subsidiary Joint Venture Associate Company or LLP'sduring the financial year.
25. DETAILS RELATING TO DEPOSITS COVERED UNDER CHAPTER V OF THE COMPANIES ACT 2013
The Company has not accepted any Deposits within the purview of Section 73 to 76 of theCompanies Act 2013 read with The Companies (Acceptance of Deposits) Rules 2014. Furtherno amount on account of principal or interest on public deposits was outstanding as on 31stMarch 2018.
26. 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.
27. 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.
28. STATUTORY AUDITORS AND AUDITORS' REPORT
M/s. Bhatter & Paliwal Chartered Accountants Statutory Auditorswere appointed asStatutory Auditors of the Company at Annual General Meeting held on September 28 2017till the conclusion of Annual general Meeting to be held for the financial year 2021 - 22.
Pursuant to the Notification issued by the Ministry of Corporate Affairs on 7thMay 2018 amending section 139 of the Companies Act 2013 the mandatory requirement forratification of appointment of Auditors by the Members at every AGM has been omitted andhence your Company has not proposed ratification of appointment of M/s. Bhatter &Paliwal Chartered Accountants at the forthcoming Annual General Meeting.
There are no qualifications reservations or adverse remarks or disclaimers mentionedin Audit Report made by M/s. Bhatter & Paliwal Chartered Accountants StatutoryAuditors in their report.
29. SECRETARIAL AUDITORS AND AUDITORS' REPORT
Pursuant to the provisions of Section 204 of the Companies Act 2013 Board of Directorsof the Company has appointed Mr. Gopesh Sahu Practising Company Secretary as SecretarialAuditor to conduct the Secretarial Audit and his Report for the financial year ended 31stMarch 2018 is appended as ANNEXURE IV to this Report.
There are no other qualifications reservations or adverse remarks or disclaimers madeby Mr. Gopesh Sahu Company Secretary in Practice in his secretarial audit report exceptto the following observations:
a) The Company Secretary of the Company is not designated as a Compliance Officer.
Management Reply: With respect to the observation of the Secretarial Auditor in theirreport members are informed that Board of Directors at their meeting held on May 30 2018appointed and designated Company Secretary as Compliance Officer of the Company.
b) The company has recorded lower EPS in comparison to that of the p.y. due to writingoff of certain doubtful advances recoverable in cash by the company.
Management Reply: With Respect to observation of lower EPS due to writing off ofcertain doubtful advances are self explanatory.
30. MAINTENANCE OF COST RECORDS
The Central government has not prescribed the maintenance of cost records under section148 (1) of the Companies Act.
31. INSTANCES OF FRAUDS IF ANY REPORTED BY AUDITORS
During the financial year under review the statutory auditors and secretarial auditorhas not reported to the audit committee any instances of fraud under Section 143(12) ofthe Companies Act 2013.
32. 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 administration of the vigil mechanism is being done through Audit Committee. Weconfirm that during the financial year 2017-2018 no employee of the Company was deniedaccess to the Audit Committee.
The said Whistle Blower Policy is available on the website of the Company at www.olympicoil.co.in.
33. 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. YourCompany has complied with the provisions relating to the constitution of InternalComplaints Committee under the Sexual Harassment of Women at the Workplace (PreventionProhibition & Redressal) Act 2013. Internal Complaints Committee (ICC) was set up toredress complaints received regarding sexual harassment.
34. REPORT ON CORPORATE GOVERNANCE
As required under schedule 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 certificate from the Statutory Auditors confirming compliance with the conditionsof Corporate Governance as stipulated in Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 is annexed to the report onCorporate Governance.
35. MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT
The Management's Discussion and Analysis Report for the financial year ended 31stMarch 2018 as stipulated under Regulation 34(2) of SEBI Listing Obligation andDisclosure Requirements) Regulation 2015 is appended as ANNEXURE VI to thisreport.
36. 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) Rules 2014 as amended 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) Rules 2014 as amended.
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.