Orosil Smiths India Limited
Your Directors have pleasure in presenting 2 4th Annual Report together withthe Audited Financial Statements along with the Report of Auditors for the financial yearended March 31 2018.
The highlights of the financial performance of the Company for the financial year endedMarch 31 2018 as compared to the previous financial year are as under:
Amount (Rs. In Lacs)
|Particulars ||Financial year ended March 31 2018 ||Financial year ended March 31 2017 |
|Revenue from Operations ||375.66 ||177.13 |
|Other Income ||1.09 ||2.98 |
|Total Income ||376.75 ||180.11 |
|Total expenditure excluding Depreciation ||360.01 ||185.44 |
|Add: Depreciation ||19.88 ||22.67 |
|Total expenditure ||379.89 ||208.11 |
|Profit/ (Loss) Before Tax & Exceptional Item ||(3.14) ||(28.00) |
|Exceptional Item ||0 ||0 |
|Profit/ (Loss) Before Tax ||(3.14) ||(28.00) |
|Tax Expenses: || || |
|Current Tax ||0 ||0 |
|Deferred Tax ||0 ||0 |
|Previous Year Adjustment ||0 ||0 |
|Profit / (Loss) after Tax ||(3.14) ||(28.00) |
|Other Comprehensive Income ||0.19 ||(132) |
|Total Comprehensive Income ||(2.94) ||(29.32) |
INDIAN ACCOUNTING STANDARDS
Pursuant to the notification dated February 16 2015 issued by the Ministry ofCorporate Affairs the Company was required to adopt the Indian Accounting Standards( Ind AS) notified under the Companies (Indian Accounting Standards) Rules2015with effect from April 1 2017. Accordingly Financial Statements for the year endedMarch 31 2017 have been restated to conform to Ind AS. The reconciliations anddescriptions of the effect of the transition from IGAAP to Ind AS have beenprovided in thenotes to accounts in Financial Statements.
FINANCIAL PERFORMANCE./OPERATIONAI. REVIEW
The revenue from operations and other income for financial year under review were Rs.376.75 Lacs as against Rs. 180.11 Lacs for the previous financial year registering anincrease of 109% in the current year in comparison to the corresponding previous year. Thenet loss was Rs. 3.14 Lakhs for the Financial Year under review as against loss of Rs. 28Lakh for the previous financial year.
STATE OF COMPANY'S AFFAIRS
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 Company has also re-started admissionfor theJewellery Designing and Manufacturing Course by its Institute named as Jewellery Designingand Technology Institute (JDTI) located at the Corporate Office of the Company.
Due to growth of trade in jewellery in the online medium the Company has opened theaccount to sell their silver jewellery products on Flipkart.com. The company is offeringsilver jewellery under Kuhjohl brand. Earlier company was offering sale ofKuhjohl Jewellery on its own website namely; www.orosil.com.
Your directors expect that there will be further improvement in overall performance inthe coming years .
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 31 2018.
TRANSFER TO RESERVES
The Company has not transferred any amount to Reserves and Surplus during the yearunder review.
The Company has not accepted/received any Deposits within the meaning of Section 73 to76 of the Companies Act 2013 and Companies (Acceptance of Deposits) Rules 2014 duringthe financial year ended March 31 2018. Further there was no outstanding public depositand unclaimed deposits as at March 31 2018.
During the financial year 2017-18 the Company has sub divided 1 (one) equity share ofRs. 5/- (Rupees 5) each face value fully paid upinto 5 (Five) number of equity shares ofRe. 1/- (Re. one) each face value w.e.f. 28th August 2017 (Record Date) bytaking Shareholders approval in the last AGM held on 25th July 2017.
Thus there has been sub-division in the ratio of 5:1 whereby the face value of theshares has become Re 1/- and the number of Equity Shares comprising the share capital ofthe Company has increased from 8263200 to 41316000 the value remaining the same.
The Issued Subscribed & paid-up share capital of the company as on March 31 2018was Rs. 52200000/- divided into 41316000 Equity Shares of Re.1/- each aggregating toRs. 41316000 and 1088400 Preference Shares of Rs.10/- each aggregating to Rs.10884000.
The company has neither issued shares with differential voting rights nor sweat equityshares.
CHANGE IN THE NATURE OF BUSINESS IF ANY
There has been no change in nature of business of your company during the year underreview.
DETAILS OF SUBSIDIARIES/ IO INT VENTURE AND ASSOCIATES COMPANY
The Company does not have any Subsidiary Joint Venture and Associates Company. Duringthe year under review no company has become or ceased to be its subsidiary jo int ventureor associate Company.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
During the year under review Ms. Kanchan Gupta resigned from the post of CompanySecretary w.e.f. 2nd December 2017. Ms. Shefali Kesarwani wasappointed in the place ofresigning Company Secretary onDecember 02 2017 which was approved by the Board ofDirectors in their meeting held on February 01 2018 on the recommendation of theNomination and Remuneration Committee.
The members had regularized the appointment of Mr. Karan Suri as adirector in theAnnual General Meeting of the Company held on 25th July2017. Ms. Rita NarulaWhole Time Director of the company was liable to retire by rotation and being eligibleoffers herself for re-appointment was re-appointed by the members of the company in theAnnual General Meeting of the Company held on July 252017.
In accordance with the provisions of section 152 of the Companies Act 2013 and theArticles of Association of the Company Mr. Bhushan Kumar Narula Managing Directorretires by rotation at the ensuing Annual General Meeting and offers him-self forreappointment.
Brief resume of Mr. B.K. Narula nature of expertise in specific functional area andthe name of the companies in which he holds the Directorship etc. is given in the noticeconvening the Annual General Meeting.
NUMBER OF MEETINGS OF THE BOARD
During the year 6 (Six) Board Meetings were held on May 16 2017 May 30 2017 June21 2017 August 102017 November 10 2017 February 01 2018.The agenda and Notice forthe Meetings is prepared and circulated in advance to the Directors. A Separate Meeting ofIndependent Directors of the Company was also held on February 01 2018 in compliance ofSchedule IV of the Companies Act 2013. Thenecessary quorum was present in all themeetings. The gap between any two meetings was not more than one hundred and twenty daysas prescribed under Companies Act 2013.
The details of th e Board Meetings and attendance of the Directors are as follows:
|Name of Directors ||No. of Board Meeting Held during the year ||No. of Board Meetings Attended |
|1. Mr. B. K Narula ||6 ||6 |
|2. Ms. Rita Narula ||6 ||6 |
|3. Ms. Bhavana Sampath Kumar ||6 ||3 |
|4. Mr. Vineet Aggarwal ||6 ||6 |
|5. Mr. Karan Suri ||6 ||5 |
DIRECTORS' 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 the Annual Accounts for the financial year ended 31st March2018 the 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 irregulariti es;
iv. the Directors had prepared the Annual Accounts for the year ended 31st March 2018on 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 DIRECTORS
The Independent Directors have submitted their disclosures to the Board that theyfulfill all the requirements as stipulated in Section 149(6) of the Companies Act 2013and Regulation 16B of SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 as to quality for their appointment as an Independent Director.
SEPARATE MEETING OF INDEPENDENT DIRECTORS
During the financial Year a Separate Meeting of the Independent Directors of theCompany was held on February 01 2018 at the Corporate Office of the Company where thefollowing items as enumerated under Schedule IV of the Companies Act 2013 were discussed:
a) Review of performance of Non-Independent Directors and the Board as a whole.
b) Review of performance of the Chairman of the Company taking into account the viewsof Executive Directors and Non - Executive Directors
c) Assessment of the quality quantity and timeliness of flow of information betweenthe Company Management and the Board that is necessary for the Board to effective andreasonably perform their duties.
EXTRACT OF ANNUAL RETURN
An extract of the Annual Return pursuant to section 92(3) of the Companies Act 2013and Rule 12(1) of the Companies (Management and Administration) Rules 2014 in prescribedForm MGT-9 forms part of the Board Report is annexed as Annexure-A.
RELATED PARTY TRANSACTIONS
All related party transactions that were entered into during the financial year were onarm's length basis and in the ordinary course of the business. There are no materiallysignificant related party transactions made by the Company with Promoters Key ManagerialPersonnel or other designated persons which may have potential conflict with interests ofthe Company at large. The details of Related Party Transactions are disclosed in Notes tothe Financial Statements attached to and forming part of the Annual Financial Statementsand also stated in Form AOC-2 annexed as Annexure -B".
M/s PNG & Co. Chartered Accountants having FRN 021910N were appointed asStatutory Auditors of the Company by the members in the 23rd Annual GeneralMeeting held on July 25 2017 to fill the casual vacancy in the office of Auditors untilthe conclusion of the ensuing 24th Annual General Meeting. The said appointmentof Statutory Auditors in casual vacancy arouse due to resignation of M/s Kumar Aggarwal& Associates Chartered Accountant.
On the recommendation of the Audit Committee the Board recommended the re-appointmentofM/s PNG & Co. (FRN 021910N)as the Statutory Auditors of the Company for fresh termof 5 years subject to the approval of the Members in the ensuing 24th AnnualGeneral Meeting to be held on 29.09.2018 until the conclusion of 29th Annual GeneralMeeting on such remuneration as may be mutually agreed between the Board and the Auditor.
Accordingly a resolution proposing appointment of M/s PNG & Co. CharteredAccountants as the Statuto ry Auditors of the Company from the conclusion of 24th AGMtill the conclusion of 29 th AGM of the Company forms part of the Notice of the 24thAGM of the Company.
In this regard the Company has received a certificate from the Auditors to the effectthat their re-appointment if made would be within the limits prescribed under Section141 of the Act and that they are not disqualified for such reappointment within themeaning of the said Section.
The Statutory Auditors of the Company have submitted report to the members of theCompany for the Year which is unqualified without any reservation or adverse remark ordisclaimer. The same report of the auditors is attached to the Financial Statementsforming a part of this Report. Therefore Board does not have any explanation or comment.
SECRETARIAL AUDIT REPORT
The Board had appointed M/s. N.K. Chandok & Associates Practicing CompanySecretaries to conduct Secretarial Audit for FY 2017-2018. The Secretarial Audit Reportfor the Financial Year ended March 31 2018 is annexed herewith as Annexure "C"forming integral part of this report. The said report is self-explanatory and does notcontain any qualification reservation adverse remark or disclaimers.
INTERNAL A UDITOR
The Board of Directors of the Company had appointed M/s Dua Manral & AssociatesChartered Accountant (ICAI FRN 023245N)as internal auditor of the Company for financialyear 2017-18.
The Company was not required to appoint cost auditor for the financial year 2017-18pursuant to Section 148 of the Companies Act 2013.
MAINTENANCE OF COST RECORDS UNDER SUB-SECTION (1) OF SECTION 148 OF THE COMPANIES ACT2013
The Company was not required to maintain cost records under sub-section (1) of section148 of the Companies Act 2013 and accordingly such accounts and records are not made andmaintained.
Pursuant to the provisions of the Companies Act 2013 the Board has carried out aformal annual evaluation of its own performance its directors individually as well as theevaluation of the working of its Audit Committee Nomination and Remuneration Committee.The manner in which the evaluation has been carried out is explained below:-
A structured questionnaire was prepared after taking into consideration inputs receivedfrom the Directors covering various aspects of the Board functioning such as adequacy ofcomposition of the Board and its Committees Board culture execution and performance ofspecific duties obligations and governance of the Board and its Committees. Theperformance of the individual directors was reviewed on the ba sis of the criteria such ascontribution of the individual director to the Board and committee meetings likepreparedness on the issues to be discussed meaningful and constructive contribution andinputs in meetings etc. The performance evaluation of the Independent Directors wascarried out by the entire Board excluding the Director being evaluated. The performanceevaluation of the Chairman and the Non- Independent Directors was carried out by theIndependent Directors who also reviewed the performance of the Board as a whole.
Formal evaluation of all the directors the board as a whole and the committees wasconducted and was found satisfactory.
NOMINATION & REMUNERATION POLICY
In accordance with the provisions of Section 178 of the Act the Board of Directors hasadopted a Policy on Board Diversity and Director Attributes and the Remuneration Policy.The Policy on Board Diversity and Director Attributes has been framed to encouragediversity of thought experience knowledge perspective age and gender in the Board. TheRemuneration Policy for Directors Key Managerial Personnel and all other employees isaligned to the philosophy on the commitment of fostering a culture of leadership withtrust. The Policy aims to ensure that the level and composition of the remuneration of theDirectors Key Managerial Personnel and all other employees is reasonable and sufficientto attract retain and motivate them to successfully run the Company.
COMMITTEES OF THE BOARD AUDIT COM MITTF.F.
The Audit Committee of the Company is duly constituted in accordance with theprovisions of Section 177 of the Companies Act 2013 and other applicable laws.
Five meetings of the Audit Committee were held during the financial year under review.These were held on May 16 2017 May 30 2017 August 10 2017 November 10 2017 andFebruary 01 2018.
The composition of the Audit Committee along with meeting & attendance details ofeach member at the Audit Committee meetings held during the financial year ended March 312018 are as follows:
|Name ||Designation ||Category ||No. of Audit Committee Meetings held during the year ||No. of Audit Committee Meetings Attended |
|1. Mr. Vineet Aggarwal ||Chairman ||Non-executive Independent Director ||5 ||5 |
|2. Ms. B havana S. Kumar ||Member ||Non-executive Independe nt Director ||5 ||3 |
|3. Mr. B.K. Narula ||Member ||Managing Director ||5 ||5 |
|4. Mr. Karan Suri* ||Member ||Non-executive Director ||3 ||3 |
* Mr. Karan Suri was co-opted as the member of the Committee w.e.f. June 21 2017.
The Committee inter-alia reviews the adequacy of Internal Financial Controls andFinancial Statements before they are submitted to the Board for their approval. All therecommendations made by the Audit Committee were accepted by the Board.
Nomination and Remuneration Committee
During the year ended March 31 2018 total 4 (four) Nomination and RemunerationCommittee Meetings were held on May 30 2017 August 10 2017 November 10 2017 February01 2018.
The composition of the Nomination and remuneration Committee and attendance details aregiven below:
|Name ||Designation ||Category ||No. of Nomination and Remuneration Committee meetings held during the year ||No. of Nomination and Remuneration Committee Meetings Attended |
|1. Ms. Bhavana S. Kumar ||Chairperson ||Non-executive Independent Director ||4 ||2 |
|2. Mr. Vineet Aggarwal ||Member ||Non-executive Independent Director ||4 ||4 |
|3 Mr. Karan Suri ||Member ||Non-Executive Director ||4 ||4 |
|4. Mr. B.K. Narula ||Member ||Managing Director ||4 ||4 |
The Business Risk Evaluation and Management is an on-going process within theOrganization. The Company has a structured Risk Management Policy to identify monitor andminimize risks and also identify business opportunities. The company has put in place riskminimization and assessment procedures in order to effectively and efficiently managerisk and address challenges. The objective of Risk Management at Orosil Smiths IndiaLimited is to create and protect shareholder value by minimizing threats or losses andidentifying and maximizing opportunities. An enterprise wide risk management framework isapplied so that effective management of risks is an integral part of every employee'sjob.The Risk Management Policy as approved by the Board is uploaded on the Company'sWebsite.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS
The Company has not given any Loan and guarantee to any person or body corporate duringthe financial year. The details of investments made by the Company are in Note No. 3a ofthe Audited Financial Statements.
DISCLOSURE UNDER SECTION 197(12) OF THE COMPANIES ACT. 2013 READ WITH RULE 5 OF THECOMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES. 2014
The Disclosure required pursuant to section 197(12) of the Companies Act 2013 readwith Rule 5 (1) of The Companies (Appointment and Remuneration) Rules 2014 is annexed asAnnexure-D.
Further in accordance with Section 197(12) of the Companies Act 2013 read with Rule 5(2) of The Companies (Appointment and Remuneration) Rules 2014there is no employee whois employed either throughout the financial year 2017-18 or any part thereof was inreceipt of remuneration of rupees one crore two lakhs per annum or rupees eight lakhsfifty thousand per month for part of the year.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS. COURTS ORTRIBUNALS
During the year under review there are no significant material orders passed by theRegulators Courts or Tribunals which would impact the going concern status of the Companyand its future operations.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The Management Discussion and Analysis Report for the year under review in terms ofRegulation 34 of the Listing Regulations is presented in a separate section formingintegral part of the Annual Report.
CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
There are no particulars as required under section 134(3(m) of the Companies Act 2013read with Rule 8(3) read with Companies (Accounts) Rules 2014 relating to conservation ofenergy research & development technology absorption during the year under review.Further there was no Foreign Exchange earnings and outgo during the Financial Year2017-2018.
ADEQUACY OF INTERNAL FINANCIAL CONTROLS
The Company has an Internal Control System which commensurate with the size scaleandcomplexity of its operations. M/s Dua Manral & Associates Chartered Accountant wasappointed as Internal Auditors of the Company during the year. The Internal Auditormonitors and evaluates the efficacy and adequacy of internal control system in theCompany its compliance with operating systems accounting procedures and policies.Significant audit observations and recommendations along with corrective actions thereonare presented to the Audit Committee of the Board.
CODE FOR PREVENTION OF INSIDER TRADING
TheCompany has formulated a Code of practices and procedures for fair disclosure ofunpublished price sensitive information.The objective of this Code is to protect theinterest of shareholders at large to prevent misuse of any price sensitive informationand to prevent any insider trading activity by de aling in shares of the Company by itsDirectors designated employees and other employees.The code is uploaded on the website ofthe Company at http://www.orosil.com/code-of-fair-disclosure.
WHISTLE BLOWER POLICY/VIGIL MECHANISM
Your Company has established a Vigil Mechanism (Whistle Blower Policy) as per therequirements of Section 177 of the Companies Act 2013. The vigil mechanism is a channelthrough which the Directors and Employees of the Company have a secure mechanism to reportgenuine concerns including any unethical behaviour actual or suspected frauds takingplace in the Company for appropriate action or reporting.
The Company has provided adequate safeguards against victimization of employees andDirectors who express their concerns. During the year no Director or employee of theCompany was denied access to the Chairperson of the Audit Committee. The Audit Committeeperiodically reviews the functioning of the policy.The vigil mechanism (Whistle BlowerPolicy) may be accessed on the Company's website 'www.orosil.com .
MATERIAL CHANGES AND COMMITMENTS. IF ANY. AFFECTING THE FINANCIAL POSITION OF THECOMPANY
There were no material changes and commitments affecting the financial position of theCompany after the close of the financial year till the date of this Report except that asper the intimation given by the Company to Bombay Stock Exchange Limited (BSE) datedAugust 10 2018 Mr. Bhushan Kumar Narula Chairman cum Managing Director and Promoter ofthe Company on behalf of other promoters group vide which the Promoter Mr. Bhushan KumarNarula who is holding 7040000 equity shares representing 17.04% of total paid up equityshare capital of the company the collective shareholding of the Promoters andPromotersGroup is 30978695 equity shares representing 74.98% of total paid up equityshare capital of the company has expressed their intention to sell majority stake inOrosil Smiths India Limited to a suitable buyer and may consider an exit from the Company.It may be further noted that any formal proposal on sale of Promoters' and Promotergroups' shareholding and exit from the Company will be subject to compliance with SEBIGuidelines Companies Act 2013 and other applicable provisionsand the Bombay StockExchange (BSE) will be duly informed of all material developments in this regard.
The Company has received notice under Section 143(2) of the Income Tax Act 1961 datedAugust 09 2018 with respect to the return of income filed by the Company for assessmentyear 2017-1 8 has been selected for scrutiny. Furthermore an opportunity is being givento produce any evidence in support of the said return latest by August 31 2018.
In this regard the Company will be furnishing all the documents and/or evidences insupport of the said return of income electronically through the E-Proceeding facility ofIncome Tax Department latest by August 31 2018 as required in the said order.
LISTING OF SHARES
The Equity Shares of the Company are listed at the Bombay Stock Exchange Limited. TheAnnual Listing Fee for the financial year 2017-18 has been paid to the Stock Exchangewhere the Shares of the Company are listed.
As per Regulation 15 of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 the Corporate Governanceprovisionsasspecifiedin Regulation 17 to 27clauses (b) to (i) of Regulation 46(2) and Paragraph C D and E of Schedule V does notapply on the companies whose paid- up share capital and net worth is less than Rupees TenCrore and Rupees Twenty-Five Crore respectively. Since the paid-up share capital and networth of the Company is less than the aforesaid threshold limit the Company is notrequired to comply with the above mentioned Corporate Governance provisions.
CORPORATE SOCIAL RESPONSIBILITY COMMITTEE
The criteria of Corporate Social Responsibility as prescribed under Section 135 of theCompanies Act 2013 is not applicable on the Company during the financial year 2017-2018.
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. InternalComplaints Committee (ICC) has been set up to redress complaints received regarding sexualharassment. All employees (permanent contractual temporary trainees ) are covered underthis policy. During the year under review no complaints were received pursuant to theSexual Harassment of Women at Workplace (Prevention Prohibition & Redressal) Act2013.
FRAUDS REPORTED BY AUDITORS
There are no such frauds reported by auditors to the Audit Committee or the Board ofDirectors which are committed against the company by officers or employees of the companyunder Section 143(12) of the Companies Act 2013.
The Annual Report containing inter-alia the audited financial statements Boards'Report Auditors' Report Management Discussion and Analysis (MDA) report and otherimportant information is circulated to shareholders and other stakeholders and is alsoavailable on the Company's website at www.orosil.com.
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.
For and on behalf of the Board of Directors For Orosil Smiths India Limited
|Rita Narula |
|Whole Time Director |
|DIN: 00006096 |
|Apartment No. 501 Tower-22 |
|Common Wealth Games Village Delhi 110092 |
|Date: August 14 2018 |
|Place: New Delhi |
|B.K. Narula |
|Chairman & Managing Director |
|DIN: 00003629 |
|Apartment No. 501 Tower-22 |
|Common Wealth Games Village Delhi 110092 |