FOR THE FINANCIAL YEAR ENDED MARCH 312019
Your Directors have pleasure in presenting the Thirty Ninth Directors Report along withthe Audited Financial Statements for the year ended 31st March 2019.
1. FINANCIAL HIGHLIGHTS
The Financial Performance of your Company for the year ended 31st March2019 is summerized below:
(Figures in Rs.)
|Particulars ||2018-19 ||2017-18 |
|Income || || |
|Revenue from Operations ||172308962 ||12336973667 |
|Other Income ||1315280 ||12303411 |
|Total Income ||173624242 ||12349277078 |
|Less: Expenses || || |
|Operating Depreciation and Other Expenses ||660772621 ||12313896849 |
|Salaries and Benefits ||7578588 ||7447463 |
|Extra Ordinary Items ||- ||- |
|Total Expenses ||668351209 ||12321344312 |
|Profit/(Loss) before Tax and Appropriations ||(494726967) ||27932766 |
|Less: Tax Expenses || || |
|Provision for Deferred Tax ||39561 ||684409 |
|Provision for Income Tax ||- ||9500000 |
|Excess Provision of Income Tax for last year ||2285475 ||(1260375) |
|Total Tax Expenses ||2325036 ||8924034 |
|Profit / (Loss) after Tax ||(497052003) ||19008732 |
|Other Comprehensive Income || || |
|A Items that will not be reclassified to Profit & Loss ||(558810) ||73041 |
|B) Items that will be reclassified to Profit & Loss ||- ||- |
|Total Comprehensive Income for the year ||(558810) ||73041 |
|Profit carried to the Balance Sheet ||(497610813) ||19081773 |
2. STATE OF COMPANY'S AFFAIRS
During the year your Company registered turnover of Rs. 1723 Lakhs as againstturnover of Rs. 123370 Lakhs in the previous year indicated reduction in growth.
Sale of Paper has been decreased by 63.76% i.e from Rs. 4064.23 lakhs inFinancial Year 2017-18 to Rs. 1472.49 lakhs in Financial Year 2018-19.
The EBITDA (before exceptional items) booked loss of Rs. 419362164 /- in year2018-19.
The Company has booked loss of Rs. 497610813/- in financial year 2018-19.
Considering the loss incurred in the current financial year your Directors have notrecommended any dividend for the financial year under review.
4. TRANSFER TO RESERVES
Considering the loss incurred in the current financial year your Directors is not in aposition to recommend any amount to transfer in to the reserves.
5. SHARE CAPITAL AND CHANGES THEREIN
There was no change in the Authorized share capital of the Company during the financialyear. As on 31st March 2019 the paid up equity share capital of your Companywas Rs. 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 the extractof Annual Return for the financial year ended 31st March 2019 in Form MGT-9in accordance with Section 92(3) of the Companies Act 2013 read with Companies(Management and Administration) Rules 2014 is available on the website of the Company athttp://www.olympicoil.co.in/ and is also 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 annual accounts for financial year ended March 312019the 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 Loss 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 312019 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 312019 92.84% of the Equity Shares of your Company were held indematerialized form.
9. DETAILS OF THE MEETINGS OF BOARD AND ITS COMMITTEES
a. Board of Directors
During the financial year the Board of Directors met 5 (Five) times during thefinancial year ended 31st March 2019. The details of the meetings of the Boardof Directors of the Company convened during the financial year ended 31stMarch 2019 are given in the Corporate Governance Report which forms part of this DirectorReport. The maximum time gap between two Board Meetings did not exceeds one hundred andtwenty days.
b. Audit Committee
During the financial year members of the Audit Committee met 5 (Five) times during thefinancial year ended 31st March 2019. The details of the meetings convenedduring the financial year ended 31st March 2019 are given in the CorporateGovernance Report which forms part of this Director Report. The maximum time gap betweentwo 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 3 (Three) times The details of the meetings convened during the financialyear ended 31st March 2019 are given in the Corporate Governance Report whichforms part of this Director Report.
d. Corporate Social Responsibility Committee
During the financial year members of the Corporate Social Responsibility Committee met2 (Two) times. The details of the meetings convened during the financial year ended 31stMarch 2019 are given in the Corporate Governance Report which forms part of this DirectorReport.
e. Stakeholders Relationship Committee
During the financial year members of the Stakeholders Relationship Committeemet 5 (Five) times. The details of the meetings convened during the financial year ended31st March 2019 are given in the Corporate Governance Report which forms partof the Director 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 Committee comprises namely Mr. Gopal Saxena (Chairman) Mr. Arvind Srivastavaand Mr. Nipun Verma. All members of the Audit Committee are financially literate and haveexperience in financial management. All the recommendations made by the Audit Committeewere accepted by the Board of Directors 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 March2019 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 2019 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. 140135 USD for exportrealizations and advances and has spent foreign exchange Rs. 64981130 USD 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 2019 in accordance with Section135 of the Companies Act 2013 and Companies (Corporate Social Responsibility Policy)Rules 2014 is appended as Annexure III to this report.
18. ANNUAL EVALUATION ON PEFORMANCE OF THE BOARD
The Board adopted a formal mechanism for evaluating performance of the BoarditsCommittees and individual Directors including the Chairman of the Board pursuant to theprovisions of the Companies Act and the Corporate Governance requirements as prescribed bySEBI (Listing Obligations and Disclosure Requirements) Regulations 2015. The exercise wascarried out through an evaluation process as formulated by Nomination & RemunerationCommittee (NRC) covering various aspects of the Board's functioning such as composition ofthe Board & committees experience & competencies performance of specific duties& obligations contribution at the meetings and otherwise independent judgementgovernance issues etc.
All Directors participated in the evaluation. Evaluation was carried out onindividually excluding the Director being evaluated. In a separate meeting of IndependentDirectors performance of Non Independent Directors performance of the Board as a wholeand performance 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 2018-19 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 Mrs. Poonam Singh (DIN:07099937) Non-executive Director of the Company retires at the ensuing annual generalmeeting and being eligible for re-appointment offers herself for re-appointment.
The Board of Directors on the recommendation of Nomination Remuneration andCompensation Committee at its meeting held on August 14 2019 re-appointed Mr. ArvindSrivastava (DIN: 01957831) & Mr. Gopal Saxena (DIN: 06656177) as a Non-ExecutiveIndependent Directors for second term commencing from September 22 2019 to September 212024 subject to the approval of Members at the ensuing Thirty Ninth (39th) AGM.
Mr. Sharad Bhartia (DIN: 01719932) resigned from the post of Whole time Directorof the Company w.e.f. December 18 2018. The Board places on record its appreciation forthe valuable services and guidance given by him during his tenure as the Whole TimeDirector of the Company.
Mr. Mahesh Kuwalekar Company Secretary and Compliance Officer of the Companyresigned from the services of the Company with effect from May 28 2019.
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. 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 2019.
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 Auditors were appointedas Statutory 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.
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 except to the following observations:
Emphasis of Matter We draw attention to:
Note no. 13 regarding credit facilities from banks became Non Performance accountduring the year and forensic audit has been carried for the working of the company andinterest has not been provided since August 2018 being NPA. Pending the ultimate outcomeof this matter which is presently unascertainable hence no adjustment has been made.
Note no. 32A regarding net worth of the company has been fully eroded due to lowervolume and finance cost further the Company has defaulted in repayment of principal andinterest payable to Banker in respect of working capital facilities which indicateexistence of liquidity stress and material uncertainty that may cast significant doubt onthe Company's ability to continue as a going concern. However the management is hopeful tomeet the Company's financial obligation and continuing business operations. Having regardsto this financial statements have been prepared on the basis of going concern. Hence noadjustments have been made to the carrying value of Assets and Liabilities of the Company.
Management Reply: Credit facilities from Indian Overseas Bank Kanpur and Oriental Bankof Commerce New Delhi have become Non Performance accounts (NPA) during the year andforensic audit has been carried for the working of the company and replies were sent bycompany to both Banks. As the Report contents were found unsatisfactory company referredthe matter to a law firm who on the basis of another full audit by another reputed firmof CAs have formed a different opinion and Management is therefore contemplatingcontesting the same in Courts.
Net worth of the company has been fully eroded due to lower volumes and finance cost.The management is hopeful to meet the Company's financial obligations and continuingbusiness operations and therefore accounts are prepared on going concern basis.
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 M/s. Gopesh Sahu Practicing Company Secretary as SecretarialAuditor to conduct the Secretarial Audit and his Report for the financial year ended 31stMarch 2019 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) In terms of Regulation 33 (3) (a) of Securities and Exchange Board of India (Listingobligations and Disclosures Requirements) Regulations 2015 the Financial Results for thequarter ended 30th September 2018 was delayed filed after 77 days from the endof the quarter i.e. on 17th December 2018.
Management Reply: With respect to the observation of the Secretarial Auditor in theirreport members are informed that Financial Results for the quarter ended 30thSeptember 2018 was delayed as it was approved in Board meeting held on 17th December2018.
b) in terms of 17 (1) (b) of Securities and Exchange Board of India (Listingobligations and Disclosures Requirements) Regulations 2015 the composition of the Boardwas not as per the regulation 17 during the quarter ended on June 2018 and September2018 respectively.
Management Reply: With respect to the observation of the Secretarial Auditor in theirreport members are informed that the Company has complied with the same on December 182018
c) in terms of 19 (1) (a) of Securities and Exchange Board of India (Listingobligations and Disclosures Requirements) Regulations 2015 the composition of theCommittee is not as per the regulation 19 during the quarter ended on June 2018 andSeptember 2018 respectively.
Management Reply: With respect to the observation of the Secretarial Auditor in theirreport members are informed that company has complied with the same by inducting Mrs.Poonam Singh as member of the committee on 14th November 2018.
d) in terms of Regulation 19 (2) of Securities and Exchange Board of India (Listingobligations and Disclosures Requirements) Regulations 2015 the Nomination Remunerationand Compensation Committee does not have the regular chairperson during the quarter endedon June 2018 and September 2018 respectively.
Management Reply: With respect to the observation of the Secretarial Auditor in theirreport members are informed that company has complied with the same by appointing Mr.Gopal Saxena Chairman of the committee on 14th November 2018.
e) The company has spend part of the CSR contribution however part amount has remainunspent with the company for the Financial year ended 2018-19.
Management Reply: With respect to the observation of the Secretarial Auditor in theirreport members are informed that The Company has unspent remaining amount of the CSR inthe financial year as the time was taken to identify the appropriate project wherein theCompany can spend in accordance with the CSR Policy of the Company.
f) The company has recorded negative EPS of Rs. (174.36) and suffered a loss of Rs.49.76 Crore in comparison to that of the p.y. due to writing off of certain advancesrecoverable in cash by the company.
Management Reply: With Respect to observation of negative EPS of Rs. (174.36) andsuffered a loss of Rs. 49.76 Crore is self explanatory.
30. MAINTENANCE OF COST RECORDS & COST AUDIT
Maintenance of cost records and requirement of cost audit as prescribed under theprovisions of Section 148(1) of the Act are not applicable for the business activitiescarried out by the Company.
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 2018-2019 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.
The following is a summary of sexual harassment complaints received and disposed ofduring the year:
|No. of Complaints received ||Nil ' |
|No. of Complaints disposed off ||Nil |
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 2019 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.
For and on behalf of the Board
Date: 14th August 2019
Chairman & Whole-time Director
DIN : 02923423