Orosil Smiths India Limited
Your Directors have pleasure in pres enting 2 3 rd Annual Rep ort tog etherwith the Audited Financial Statements along with the Report of Auditors for the financialyear ended March 31st 2017.
|FINANCIAL HIGHLIGHTS || ||Amount (Rs. In Lacs) |
|Particulars ||Financial year ended March 31 2017 ||Financial year ended March 31 2016 |
|Income from Operations ||171.21 ||319.17 |
|Other Income ||8.90 ||4.08 |
|Total Income ||180.11 ||323.25 |
|Total expenditure excluding Depreciation ||185.46 ||318.67 |
|Depreciation ||22.67 ||29.99 |
|Total expenditure ||208.1 3 ||348.66 |
|Net Loss Before Tax & Exceptional Item ||(28.02) ||(25.41) |
|Exceptional Item ||0 ||0 |
|Net Loss Before Tax ||(28.02) ||(25.41) |
|Tax Expenses: || || |
|Current Tax ||0 ||0 |
|Deferred Tax ||0 ||0 |
|Previous Year Adjustment ||0 ||0 |
|Profit / (Loss) after Tax ||(28.02) ||(25.41) |
|Balance carried to Balance Sheet ||(28.02) ||(25.41) |
During the year there has been no change in the Authorized Subscribed and paid upshare capital of the Company. The paid up share capital of the company as on 31stMarch 2017 was Rs.52200000/- divided into 8263200 Equity Shares of Rs.5/- eachaggregating to Rs. 41316000 and 1088400 Preference Shares of Rs.10/- each aggregatingto Rs. 10884000.
However the board has approved sub-division of equity shares of the company in theboard meeting held on 16th May 2017 subject to the approval of members in thisAGM itself.
Due to losses incurred by Company your Directors have considered it financiallyprudent to not to declare any dividend. Therefore no dividend has been recommended forthe year ended March 31st 2017
TRANSFER OF RESERVES
The Company has not transferred any amount to reserves and surplus.
STATE OF COMPANY'S AFFAIRS AND FUTURE OUTLOOK
Orosil Smiths India Limited is a company incorporated on 01st June 1994primarily engaged in the business of Manufacturing fabrication Sale Purchase Traders/Dealers of all kinds of Gold Silver Silver Ornaments/ Utensils and all other items ofGold Silver and allied business. During the year under review the Income from operationsis Rs.171.21 Lacs (Previous Year: Rs.317.32 Lacs).
Profit after Tax (PAT) has been a loss of Rs. 28.02 Lacs as compared to a loss ofRs.25.41 Lacs in previous year. The directors are making efforts to enhance the businessactivities and are hopeful for good results in the coming year.
CHANGE IN NATURE OF BUSINESS. IF ANY
There has been no change in nature of business of your company during the year underreview.
DETAILS OF SUBSIDIARIES/ IOINT VENTURE AND ASSOCIATES COMPANY
The Company does not have any Subsidiary Joint Venture and Associates Company. Duringthe year under review no company has bec ome or ceased to be its subsidiary joint ventureor associate Company.
Pursuant to Section 152(6) of the Companies Act 2013 Mrs. Rita Narula will retire atthe ensuing Annual General Meeting and being eligible seek himself for re-appointment.
During the year Mr. Karan Suri was appointed as additional director by the board ofdirectors on 09th November 2016 upto the conclusion of ensuing AGM and thesame is required to be regularized in this AGM itself.
KEY MANAGERIAL PERSONNEL
During the year under review pursuant to Section 203 of Companies Act 2013 Ms. RakhiManchanda has resigned as a Company Secretary of the Company w.e.f. 27.04.2016 the boardplaces on record deep appreciation and valuable guidance provided by her during her tenureand Ms. Kanchan Gupta was appointed as a Company Secretary (KMP) by the Board of Directorsw.e.f. August 10 2016.in order to comply with Section 203 of Companies Act 2013.
NUMBER OF BOARD MEETINGS AND ATTENDENCE BY EACH DIRECTOR
The Board of Directors of the company met four (4) times on 23.04.2016 10.08.201609.11.2016 10.02.2017 during the financial Year 2016-2017. The details of Attendance isgiven in Corporate Governance report. Maximum interval between any two meetings did notexceed 120 days as prescribed in Companies Act 2013 and 1 meeting was held in everycalendar Quarter in the financial year 2016-2017
DIRECTOR'S RESPONSIBILITY STATEMENT
As required under Section 134(3)(c) and 134(5) of the Companies Act 2013 yourDirectors hereby state that:
i. in the preparation of Annual Accounts for the financial year ended 31st March 2016the applicable Accounting Standards have been followed along with proper explanationrelating to material departures.;
ii. the Directors had 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 at the end of the financial year and ofthe profit or loss of the Company for the year under review;
iii. the Directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;
iv. the Directors had prepared the Annual Accounts for the year ended 31stMarch 2016 on a going concern basis.
v. the Directors had laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively;
vi. the Directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
DECLARATION BY INDEPENDENT DIRECTORfS)
The company has received necessary declaration from Independent Directors of thecompany that he/she meets the criteria of independence as laid down under Section 149(6)of the Companies Act 2013.
Pursuant to the provisions of the Companies Act 2013 and Regulation 17 of the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 read with circularSEBI/HO/CFD/CMD/CIR/P/2017/004 dated 05th January 2017 the Board has carriedout an evaluation of its own performance the directors individually as well as theevaluation of the working of its Committees. The Board has framed a performance evaluationpolicy for evaluating its own performance and its Committees Executive DirectorNon-executive Directors including Independent Directors.
Based on the Performance Evaluation carried out by the Board of the Company theperformance of the Board and its Committees and individual Director of the Company wasfound satisfactory.
The evaluation of the Independent Directors was carried out by the entire Board andthat of the Chairman and Non-Independent Directors was carried out by the IndependentDirectors.
The board is evaluated under various criteria such as structure of the boardexperience of directors Mix of Qualification Diversity in Board under variousparameters appointment of the Board Regularity of meetings frequency of meetingsAgenda Discussions and dissent Recording of minutes Dissemination of informationsstrategy and performance evaluation governance and compliance evaluation of risksGrievance redressal for investors conflict of interest and so on. Independent Directorswere evaluated on the following parameters such as Attendance and participations in theMeetings and timely inputs on the minutes of the meetings adherence to ethical standards& code of conduct of Company and disclosure of non-independence as and when it existsand disclosure of interest Interpersonal relations with other directors and managementUnderstanding of the Company and the external environment in which it operates andcontribution to strategic direction Safeguarding interest of whistle-blowers under vigilmechanism and Safeguard of confidential information.
The Directors were satisfied with the evaluation results which reflected the overallengagement of the Board and its Committees with the Company.
EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual Return in Form MGT-9 as requiredunder Section 92 of the Companies Act 2013 are annexed herewith as"Annexure-A".
RELATED PARTY TRANSACTIONS
All related party transactions made during the financial year 2016-2017 were on arm'slength basis and were in the ordinary course of business. Details of related partytransaction is in AOC-2 as prescribed under section 188 of companies Act 2013 is annexedherewith as "Annexure -B"
All Related Party Transactions are placed before the Audit Committee and also the Boardfor approval on quarterly basis specifying the nature value and terms & conditionsof transactions.
M/s Kumar Aggarwal & Associates Chartered Accountant (Firm registration No.028231N) has resigned from the position of Statutory Auditor of the company dated12.04.2017 as they were not satisfied with the workings and financial transactions ofcompany and the same has intimated to stock exchange.
Due to casual vacancy caused by resignation of statutory auditor the management haslooked for statutory auditor and M/s PNG & Co. Chartered Accountants having FRN021910N has been appointed as statutory Auditor of the company vide resolution bycirculation passed by the board on 10th May 201 7 under casual vacancy u/s139(8) of Companies Act 2013 subject to the approval of members in 90 days ofrecommendation by the board. Approval of members is required in this AGM itself.
Pursuant to the provisions of Section 139(8) of the Act and the rules framed thereunder M/s PNG & Co. chartered accountant is hereby accorded to appoint as statutoryauditor of the company from the conclusion of this annual General Meeting till theconclusion of ensuing Annual general meeting. on such remuneration as may be mutuallyagreed between the Board and the Auditor.
The Board had appointed Ms. Navneet Kaur Practicing Company Secretary of M/s. N. K.Chandok & Associates (COP No. 12930) to conduct Secretarial Audit for the financialyear 2016-2017. The Secretarial Audit Report for the financial year ended Mar ch 31 2017is annexed herewith marked as Annexure C to this Report.
COMMENTS ON AUDITORS REPORT
There are no qualification reservation or adverse remark or disclaimer made
i. by the auditor in his report; and
ii. by the company secretary in practice in her secretarial audit report.
During the year under review M/s DNA & Co. Chartered Accountant resigned from theposition of internal auditor being his firm is not peer reviewed by ICAI and the Boardhad appointed M/s Dua Manral & Associated Chartered Accountant for the financial year2015-2016 2016-2017 and 2017-2018 to conduct internal audit of the records of the companypursuant to section 138 of the Companies Act 2103.
The Company was not required to appoint cost auditor for the financial year 2016-2017pursuant to section 148 of Companies Act 2013
NOMINATION & REMUNERATION COMMITTEE
The Board has on the recommendation of the Nomination & Remuneration Committeeframed a policy for selection and appointment of Directors Senior Management and theirremuneration. The policy is working in accordance with the size and composition ofBoard/management of company. During the year under review Nomination and Remunerationcommittee has reconstituted as follows;-
|i. Ms. Bhavana S. Kumar ||Non Executive Independent director |
|ii. Mr. Vineet Agarwal ||Non Executive Independent director |
|iii. Mr. Karan Sur i ||Non Executive director |
|iv. Ms. B.K. Narul a ||Managing director |
CORPORATE SOCIAL RESPONSIBILITY COMMITTEE
The Company was not required to constitute corporate social responsibility committeepursuant to section 135 of the Companies Act 2013 during the financial year 2016-2017
The Company has not accepted/received any Deposits within the meaning of Section 73 ofthe Companies Act 2013 during the financial year ended 31st March 2017. There was nooutstanding public deposit as at March 31 2017 and there were no unclaimed deposits as atMarch 31 2017.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS
The details of the loans guarantees or investments given or made by the Company ascovered under the provisions of Section 186 of the Companies Act 2013 are given in thenotes to the financial statements.
POLICIES OF COMPANY
Your company has posted the following documents on its website www.orosil.com
1. Code of Conduct and Ethics
2. Whistle Blower Policy
3. Code of Internal Procedures and Conduct for Regulating Monitoring and Reporting ofTrading by Insiders.
4. Archival Policy
5. Policy on criteria for determining materiality of events.
6. Risk Management policy
7. Familiarization Programme for Independent Directors.
8. Code of Fair disclosures.
COMPOSITION OF AUDIT COMMITTEE
The Detailed composition of Audit Committee constituted under section 177 of CompaniesAct 2013 is given under Corporate Governance Report forming p art of this Annual Report .
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
There are no significant material orders passed by the Regulators/Courts which wouldimpact the going concern status of the Company and its future operations.
RISK MANAGEMENT POLICY
In compliance with the requirement of the companies Act 2013 the company has put inplace risk minimization and assessment procedures. In order to effectively and efficientlymanage risk and address challenges. The company has formulated Risk management policy.
The objective of Risk Management at Orosil Smiths India Limited is to create andprotect shareholder value by minimizing threats or losses and identifying and maximizingopportunities. An enterprise wide risk management framework is applied so that effectivemanagement of risks is an integral part of every employee's job.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
There are no particulars as required under section 134 of the Companies Act 2013 readwith Rule 8(3) read with Companies (Accounts) Rules 2014 relating to conservation ofenergy research & development technology absorption during the year under review.
However the to tal foreign exchange used and the total foreign exchange earned duringthe year as compared to the previous financial year has been provided hereunder:
|Foreign Exchange Earnings & Outgo ||Current Year (2016-2017) ||Previous Year (2015-16) |
|Inflow || |
|Outflow ||- ||- |
SWEAT EQUITY SHARES AND EMPLOYEE OPTION SCHEME
The Company has not issued any sweat equity shares and employee option scheme duringthe year under review. VIGIL MECHANISM
Your Company has established a Vigil Mechanism (Whistle Blower Policy) as per therequirements of Section 177 of the Companies Act 2013 and Regulation 22 of the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015. The vigil mechanismis a channel through which the Directors and Employees of the Company have a securemechanism to report genuine concerns including any unethical behavior actual or suspectedfrauds taking place in the Company for appropriate action or reporting.
The vigil mechanism (Whistle Blower Policy) may be accessed on the Company's website"www.orosil.com.'1
PARTICULARS OF EMPLOYEES
In accordance with Section 197(12) of the Companies Act 2013 read with rule 5(2) ofthe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 thereare no employees in receipt of remuneration exceeding th e limits prescribed therein.
i. Mr. B.K. Narula Managing Director of Company is receiving rupee one as a monthlysalary with no other allowance.
ii. Mrs. Rita Narula Whole Time Director of Company is receiving rupees forty fivethousand per month with no other allowance & benefits.
iii. Ms Kanchan Gupta Company Secretary is receiving rupees twenty thousand per monthwith no other benefits
iv. Mr. Sanjay Bana Chief financial officer is receiving rupees thirty two thousandtwo hundred fifty rupees with no other benefits..
MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY
No material changes and commitments affecting the financial p osition of the Companyoccurred between the end of the financial year to which this financial statements relateand the date of this report except that in order to achieve minimum public shareholdingspecified in Rule 19A of Securities Contracts (Regulation) Rules 1957 read withRegulation 38 of SEBI Listing regulation M/s Sukarma Finance Limited and M/s XtremsRetails Limited promoters of the Company had proposed to sell 53200 equity shares and17000 equity shares respectively aggregating to 70200 equity shares of the face value ofRs. 5/- each representing to 0.85% of equity share capital of the company on 23rdNovember 2016 by Offer for Sale through a separate window provided by BSE mechanism. Inconsequent of offer For Sale the public shareholding of the company has increased from24.17% to 25.02% thereby promoter and promoter Group shareholding has reduced from 75.83%to 74.98% through two trenches of offer for Sale on 23rd November 2016 and 22ndDecember 2016 in compliance of aforesaid provisions.
LISTING OF SHARE S
The Equity Shares of the Company are listed at the Bombay Stock Exchange Limited. TheAnnual Listing Fee for the financial year 2016-17 has been paid to the Stock Exchangewhere the Shares of the Company are listed.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION. PROHIBITIONAND REDRESSAL) ACT. 2013
The Company always endeavours to create and provide an environment that is free fromdiscrimination and harassment including sexual harassment. The Company has in place anAnti Sexual Harassment Policy in line with the requirements of the Sexual Harassment ofWomen at the Workplace (Prevention Prohibition & Redressal) Act 2013.
Internal Complaints Committee (ICC) has been set up to redress complaints receivedregarding sexual harassment. All employees (permanent contractual temporary trainees)are covered under this policy.
During the year under review no complaints were received pursuant to the SexualHarassment of Women at Workplace (Prevention Prohibition & Redressal) Act 2013.
We place on record our sincere appreciation to the employees of the Company at alllevels for their co-operation and dedicated services. We also thank all our customers andsuppliers who are always co -operative.
We also express our sincere thanks to Bankers Financial Institutions and theShareholders for their continued support.
By Order of the Board
For Orosil Smiths India Limited
|Sd/- ||Sd/ - |
|Rita Narula ||B.K. Narula |
|Whole Time Director ||Chairman & Managing Director |
|DIN: 00006096 ||DIN:00003629 |
|Apartment No. 501 Tower-22 ||Apartment No. 501 Tower-22 |
|Common Wealth Games ||Common Wealth Games |
|Village New Delhi 110092 ||Village New Delhi 110092 |
Date: June 21 2017
Place: New Delhi