Your Directors are pleased to present their 23rd Annual Report togetherwith the Audited Financial Statements for the financial year ended March 31 2018and theAuditors Report thereon.
1. Business Performance
| || ||(Rs. In Lacs) |
|PARTICULARS ||YEAR ENDED 31.03.2018 ||YEAR ENDED 31.03.2017 |
|Revenue from operations ||137392844 ||215478223 |
|Other income ||83333 ||323835 |
|Gross Income ||137476177 ||215802058 |
|Total Expenses ||137093387 ||214445418 |
|Net Profit Before Tax ||382790 ||1356640 |
|Provision for Tax ||73000 ||300000 |
|Net Profit After Tax ||309790 ||1056640 |
2. Operations and Future Plans
During the year under review the Company's Turnover has decreased from Rs.2154.78 Lakhsin FY 2016-17to Rs.1373.93Lakhsin FY 2017-18andthe expenses during the year have alsodecreased from Rs. 2144.45 Lakhs in FY 2016-17 to Rs. 1370.93 Lakhs in FY 2017-18. The NetProfit has decreased significantly from Rs.10.57 Lakhs in FY 2016-17to Rs.3.10 Lakhs in FY2017-18.
Your Company is optimistic about the coming year. Since the Company is trying to reducecost and expand its business your Directors are hopeful that the results will be moreencouraging.
In order to plough back the profit your Directors have not recommended any dividendfor the year ended March 31 2018.
4. Share Capital
The Issued Subscribed & Paid up Capital of the Company as on March312018stands atRs.54000000 /-divided into 5400000 Equity Shares of Rs. 10/-each. During the periodunder review the Company has not issued shares with differential voting rights norgranted any stocks options or sweat equity.
5. Transfer to Reserve
The Board does not propose to make transfer to reserve for the year 2017-18and insteadintends to retain the net profit of Rs.309790/-in the Profit and Loss Account for theyear ended March 31 2018.
6. Directors and Key Managerial Personnel i.) Retire by Rotation:
In accordance with the provisions of Section 152 of the Act and that of Articles ofAssociation of the Company Mrs. Vidya Gawand (DIN:07155987)of the Company retires byrotation at this Annual General Meetingof the Company and being eligible offers himselffor reappointment.
ii.) Change in Directors and Key Managerial Personnels: During the year
Mr. Umesh Gawand who was acted as Managing Director of the Company is no longerassociated with the Company w.e.f 20th September 2017due to the sad and suddendemise of Mr. Umesh Gawand on 19th September 2017.
Mr. Lalit Kumar Sarwar was appointed as an Additional Director (Executive) of theCompany w.e.f. 14.02.2018.
Mr. Tejas Mhatre Non-executive Director of the Company was disqualified being acted asa Director as per list issued by Ministry of Corporate Affair in the month of September2017.
Ms. Anita Jaiswal has resigned from the post of Company Secretary w.e.f 11th August2017and in her place Ms. Vaibhavi Shahwas appointed as Company Secretary on 11th August2017.ThereafterMs. Vaibhavi Shah also resigned from the post of Company Secretary w.e.f.14th December 2017.
7. Board Evaluation
Your Board has carried out an annual evaluation of its own performance Boardcommittees and individual Directors pursuant to the provisions of the Act and thecorporate governance requirements as prescribed by SEBI (Listing Obligations andDisclosures Requirement) Regulations 2015.
The performance of the Board was evaluated by the Board after seeking inputs from allthe directors on the basis of the criteria such as the board composition and structureeffectiveness of board processes information and functioning etc.
The performance of the Committees was evaluated by the board after seeking inputs fromthe Committee Members on the basis of the criteria such as the composition of committeeseffectiveness of committee meetings etc.
Board and the nomination and remuneration committee reviewed the performance of theindividual directors on the basis of the criteria such as the contribution of theindividual director to the Board and committee meetings like preparedness on the issues tobe discussed meaningful and constructive contribution and inputs in meetings etc. Inaddition the chairman was also evaluated on the key aspects of his role.
8. Meetings of the Board
During the year ended March312018 Seven(7) Board Meetings were held by the Companyon30th May 201711th August 201702nd September201707th September 201714th December 201714th February2018and 29th March 2018.
9. Details of Committees of the Board
Currently the Company has three ( 3) Committees namely Audit Committee Nomination andRemuneration Committee & Stakeholders' Relationship Committee. The detailedcomposition of various Committees is elucidated below:
i) Audit Committee
The Audit Committee comprises of three Directors namely Mr. Vikramjit Singh Mr. ManishKumar GuptaandMrs. Vidya Gawand*.The aforesaid Members of the Committee operate inthe capacity of Independent directors & Executive Director respectively. The Chairmanof the Committee is Mr. Vikramjit Singh who is an Independent Non-Executive Director. Therecommendations of the Audit Committee are always welcomed and accepted by the Board &all the steps impacting the financials of the Company are undertaken only after theconsultation of the Audit Committee. During the period ended March31 2018 Five(5)Meetings of Audit Committee were held onMay 30 2017August 11 2017September 072017December 142017andFebruary 14 2018.
*The Committee has been reconstituted as Mr.Umesh Gawandceased from thedirectorship of the Company w.e.f.14th December 2017due to his sad demise on19th September 2017. In the same meeting the Committee has been reconstitutedas Mrs. Vidya Gawand has been inducted as the member of the Audit Committee in place ofMr. Umesh Gawand.
ii) Nomination & Remuneration Committee
The Nomination & Remuneration comprises of three (3) Members namely Mr.LalitPurohit Mr. Manish Kumar Gupta* and Mr.Vikramjit Singh and the aforesaid membersof the Committee operate in the Capacity of Independent Non-Executive Directors except Mr.Lalit Purohit being Non-Executive Director. The Committee is chaired by Mr.Manish KumarGupta. During the year ended March31 2018One(1) Committee Meeting was held onDecember142017.
* Mr. Manish Gupta has been inducted as the member and Chairman of theNomination & Remuneration committee.
Nomination and Remuneration Committee Policy
The Board has on the recommendation of the Nomination & Remuneration Committeeframed a policy for selection and appointment of Directors Senior Management and theirremuneration. The Remuneration Policy is annexed as "Annexure A" to thisreport.
iii) Stakeholders' Relationship Committee
The Committee oversees all the matters relating to Stakeholders' grievances/complaints.The role of the Committee is to consider & resolve securities holders' complaint. TheCommittee consists of three members namely Mr. Lalit Purohit Mr.Manish Gupta* andMrs.Vidya Gawand**. The aforesaid Members of the Committee operate in the capacityof ~15 ~ Non-Executive Directors and Executive
Director respectively. The Committee is chaired by Mr. Lalit Purohit a Non-ExecutiveDirector. During the year endedMarch31 2018 Five(5) Committee Meetings were held on May30 2017 August 11 2017 September 07 2017December 14 2017 and February 14 2017.
* Mr. Manish Gupta has been inducted as the member of the StakeholdersRelationship committee.
**The Committee has been reconstituted as Mr. Umesh Gawand ceased from thedirectorship of the Company w.e.f. 20th September 2017due to his sad demise on19th September 2017. In the same meeting the Committee has been reconstitutedas Mrs. Vidya Gawand has been inducted as the member of the stakeholder's RelationshipCommittee in place of Mr.Umesh Gawand.
10. Declaration of Independence from Independent Directors
Your Company has received declarations pursuant to Section 149(7) of the Companies Act2013 from all the Independent Directors confirming that they meet the criteria ofindependence laid down under Section 149(6) of the Companies Act 2013. Based on thedeclaration(s) of Independent Directors the Board of Directors recorded its opinion thatall Independent Directors are independent of the Management and have fulfilled theconditions as specified in the Companies Act 2013 rules made thereunder as well asapplicable provisions of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015.
11. Internal Control Systems and their Adequacy
The Management continuously reviews the internal control systems and procedures for theproficient conduct of the Company's business. The Company adheres to the prescribedguidelines with respect to the transactions financial reporting and ensures that all itsassets are safeguarded and protected against losses. The Internal Auditor of the Companyconducts the audit on regular basis and the Audit Committee periodically reviews internalaudit reports and effectiveness of internalcontrol systems. Apart from the above theCompany in consultations with the external and independent consultants adopted a policyfor development and implementation of risk management for the company includingidentification of elements of risk if any that may threaten the existence of the Companyand a mechanism to mitigate the same.
12. Directors' Responsibility Statement
Pursuant to Section 134(5) of the Companies Act 2013 the Directors of your Companyconfirm that:
a) in the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;
b) 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 and loss of the company for that period;
c) 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;
d) the directors had prepared the annual accounts on a going concern basis;
e) the directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively and
f) the directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.
13. Particulars of Employees
The information required pursuant to Section 197 read with rule 5 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect of employeesof the Company will be provided upon request. In terms of Section 136 of the Act thereports and accounts are being sent to the members and others entitled thereto excludingthe information on employees' particulars which is available for inspection by the membersat the Registered office of the company during business hours on working days of thecompany up to the date of ensuing Annual General Meeting. If any member is interested ininspecting the same such member may write to the company secretary in advance.
No employee has received remuneration in excess of the limits set out in rules 5(2) and5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014during FY 2017 18.
14. Change in the Nature of Business
During the period under review there is no change in the nature of business of theCompany. The Company continues to operate in the Textile Sector.
15. Extract of Annual Return
The extract of Annual Return in Form MGT-9 as required under Section 92 of theCompanies Act 2013 (herein after referred to as "the Act") forms an integralpart of this Report as "Annexure B".
16. Sexual Harassment Policy
In order to prevent sexual harassment at workplace your Company has adopted a Policyon prevention prohibition and redressal of sexual harassment at workplace in line withthe requirements of the Sexual Harassment of Women at Workplace (Prevention Prohibitionand Redressal) Act 2013 and Rule made thereunder. During the year under review therewere no cases filed or reported pursuant to the provisions of the said Act.
17. Auditors & their Report
a) Change in Auditors:
At the AGM held on 30th September 2017 for the Financial year ended 2016-17 theMembers have approved and accorded their assent for appointment of M/s. Subhash Parekh& Co. Chartered Accountants as Statutory Auditors of the Company to hold office fromthe conclusion of the 38th Annual General Meeting until the conclusion of the 43rd AnnualGeneral Meeting of the Company to be held in the year 2022 subject to the ratification ofthe Members at every Annual General Meeting. Also the Company has received a letter fromAuditors to the effect that their appointment if made it would be within the prescribedlimits under Section 139 of the Companies Act 2013.
M/s. Subhash Parekh & Co. Chartered Accountants (Firm Registration No. 154239W)Mumbai have tendered their resignation from the position of Statutory Auditors due tounavoidable circumstances resulting into a casual vacancy in the office of StatutoryAuditors of the company as envisaged by section 139(8) of the Companies Act 2013("Act"). The Board of Directors of the Company at their meeting held on 14thFebruary 2018 at 2.30 p.m. at the registered office of the Company have appointed M/s. SC Mehra & Associates Chartered Accountants (Firm Registration No. 106156W) asStatutory Auditors of the Company to fill the casual vacancy caused by the resignation ofM/s. Subhash Parekh & Co. Chartered ~17 ~Accountants Mumbai. The said appointmentwas ratified by members in the Extra-Ordinary General Meeting held on 12th May 2018. Thestatutory auditors were appointed upto the conclusion of this Annual General Meeting. Sothey shall be reappointed to hold office for the term of 5 years from the conclusion ofthis 39th Annual General Meeting until the conclusion of the 44th Annual General Meetingto be held in the year 2023. Also the Statutory Auditor has conveyed their consent to beappointed as the Statutory Auditors of the Company along witha confirmation that theirappointment if made by the members would be within the limits prescribed under theCompanies Act 2013.
The Statutory Auditors M/s. S C Mehra & Associates have issued their reports onStandalone Financial Statements for the year ended 31st March 2018. There are no adverseremarks or qualifications in the said report. The Notes on Accounts referred to in theAuditors' Report are self-explanatory and do not call for any further comments.
b) Secretarial Auditor:
In compliance with the provisions of Sec 204(1)and other applicable provisions ofCompanies Act 2013 the Board of Directors have appointed Ms. Pooja Jain PractisingCompany Secretary as Secretarial Auditors to undertake secretarial audit of the Companyfor the financial year ended March31 2018. The Secretarial Audit Report is attachedherewith marked as "Annexure C" and forms an integral part of thisreport.
The Secretarial Auditor has made and mentioned the following observation in his report:
1. There have been delayed submissions to the BSE Limited at some instancesduring the audit period.
2. As per provisions of Section 203(1) of the Companies Act 2013 the Company isrequired to appoint the following Key Managerial Personnel:
a. Managing Director or Chief Executive Officer or manager and in their absence aWhole-Time Director.
b. Company Secretary
c. Chief Financial Officer The Company has appointed CFO. However the Company has notappointed Managing Director or Chief Executive Officer or manager and in their absence aWhole-Time Director and Company Secretary in the Company.
In this respect we would like to submit our response:
Response to Point No. 1
Your Company has submitted with BSE Limited all the required submission on time exceptfew which is on account of technical issues. The Company shall be more cautious and shallmake sure that no delay shall be occurred henceforth in compliance with the StockExchange.
Response to Point No. 2
Even after making deliberation efforts The company could not appoint suitablecandidate for the post of Managing Director after the sad and sudden demise of Mr. UmeshGawand on 19th September 2017who was actedas Managing Director of theCompany. The Company assures you that the Company will soon appoint such candidates forthe post of Managing Director andas well as Company Secretary. ~ ~
c) Internal Auditor:
M/s.Lakhpat Trivedi & Co. Chartered Accountants Mumbai (Registration No. 109047)was appointed as Internal Auditor of the Company for the FY 2017-2018 and the InternalAudit Report prepared by them was placed before the Audit Committee.
18. Risk Management
Risk Management is the process of identification assessment and prioritization ofrisks followed by coordinated efforts to minimize monitor and mitigate/control theprobability and/or impact of unfortunate events or to maximize the realization ofopportunities. The Company has laid a comprehensive Risk Assessment and MinimizationProcedure which is reviewed by the Audit committee and approved by the Board from time totime. These procedures are reviewed to ensure that executive management controls riskthrough means of a properly defined framework. The policy has been hosted on Company'swebsite www.osiajeehdl.com.
19. Public Deposits
The Company has not accepted any deposit from the general public within the meaning ofsection 73 of the Companies Act 2013 and the rules made there under.
20. Particulars of Contracts/ Arrangements with Related Party
During the year there were no related party transactions made in the Companytherefore Form AOC-2 is not applicable to the Company. The policy on materiality ofrelated party transactions and dealing with related party transactions as approved by theBoard may be accessed on the Company's website at the link: http://www.osiajeehdl.com/application/files/3614/5623/8478/Policyon Related Party Transactions.pdf
21. Particulars of Loans Guarantees or Investments by the Company under section186
Details of Loan Guarantees and Investments covered under the provisions of the Actare disclosed in the notes to the Financial Statements.
22. Material Changes affecting the financial position of the Company
During the year ended March312018 there were no material changes and commitmentsaffecting the financial position of the Company have occurred to which financial resultsrelate and the date of the Report.
23. Corporate Social Responsibility Committee
Since the provisions as laid down in the Section 135 of the Companies Act 2013 are notapplicable to the Company hence no such Committee has been formed. However Company hadalways tried in its best possible ways to involve itself in social development activities.
24. Dematerialisation of Shares
Your Company has connectivity with the National Securities Depository Limited (NSDL)& Central Depository Services (India) Limited (CDSL) for dematerialization of itsEquity Shares. The ISIN No INE186R01013 hasbeen allotted for the Company Shares.Therefore the members and/or investors may keep their shareholdings in the electronicmode with their Depository Participant.
As on March 31 2018 67.68% of the paid up Equity Share Capital stands in Demat modeand the remaining 32.32% Equity Shares were held in physical mode the details of whichare as follows:
|Particulars ||No. of Shares ||% of Total Capital |
|Held in Demat form with CDSL ||3034635 ||56.20 |
|Held in Demat form with NSDL ||619870 ||11.48 |
|Held in physical mode ||1745495 ||32.32 |
25. Listing of Shares
The shares of your Company are listed attwo exchanges i.eBSE Limitedand Ahmedabad StockExchange. The applicable Annual Listing fees have beendulypaidby the Companyto the StockExchange for the Financial Year 2017-18.
26. Subsidiary Companies
The Company does not have any Subsidiary Company.
27. Vigil Mechanism/Whistle Blower Policy
Pursuant to the provisions of the Companies Act 2013 read with the Companies (Meetingof Board and its Powers) Rules 2014 and SEBI (Listing Obligations & DisclosureRequirements) Regulations 2015 every listed Company is required to have a VigilMechanism/ Whistle Blower Policy for the Directors and employees to report their concernsand grievances. The Company has a Whistle Blower Policy in place and the same is alsoavailable on the web-site at the web-linkhttp://www.osiajeehdl.com/application/files/8814/5623/8515/Whistle Blower Policy- VigilMechanism.pdf
The Audit Committee of Directors are entrusted with the responsibility to oversee theVigil mechanism.
28. Corporate Governance
In terms ofRegulation 15(1) of SEBI (Listing Obligations & Disclosure Requirements)Regulations 2015 the provisions related to Corporate Governance as specified inRegulation 17 to 27 and Clause (b) to (i) of sub-regulation (2) of regulation 46 and paraC D and E of schedule V shall not be applicable in respect of companies having paid upequity share capital not exceeding Rs.10 Crore andNet worth not exceeding Rs.25 Crore ason the last day of the previous financial year.
As on March312018 theEquity Share Capital isRs. 54000000and Net worth isRs.58555653/-Hence the company is not providing a separate report on corporategovernance and also a certificate from the Company's Auditors confirming the complianceof Corporate Governance. However the Company continues to adhere to the best practicesprevailing in Corporate Governance and follows the same in its true spirit.
29. Secretarial Standards of ICSI
Pursuant to the approval given on April102015 by the Central Government to theSecretarial Standards specified by the Institute of Company Secretaries of India theSecretarial Standards on Meetings of the Board of Directors (SS-1) and General Meetings(SS-2) came into effect from July012015. The Company is in compliance with the same.
30. Significant and Material Orders Passed by the Regulators or Courts:
There are no significant and material orders passed by the Regulators/Courts whichwould impact the going concern status of the Company and its future operations.
31. Management Discussion and Analysis
Management Discussion and Analysis Report is appended to this Annual Report.
32. Conservation of Energy Technology Absorption and Foreign Exchange Earning &Outgo
There was no technology absorption and no foreign exchange earnings or outgo duringthe year under review. Hence the information as required under Section 134(3)(m) of theCompanies Act 2013 read with the Companies (Accounts) Rules 2014 is to be regarded asNil.
The Company has not entered into any technology transfer agreement.
Your Directors take this opportunity to express their grateful appreciation for theexcellent assistance and co-operation received from all our Clients Bankers BusinessAssociates and the Government and other regulatory authorities and thank all stakeholdersfor their valuable sustained support and encouragement towards the conduct of theproficient operation of the Company. Your Directors would like to place on record theirgratitude to all the employees who have continued their support during the year.
By Order of the Board of Directors
ForOsiajee Texfab Limited
Date:May 30 2018