OSWAL OVERSEAS LIMITED
Your Directors have pleasure in presenting their 34th Annual Report on thebusiness and operations of the Company and the Audited Accounts of your Company for theFinancial Year ended March 31 2018.
| || ||(Figs in Lakhs) |
|Particulars ||2017-18 ||2016-17 |
|Sales and other Income ||7680.08705 ||8108.00383 |
|Increase/Decrease in WIP and Finished Goods ||(3586.98823) ||(671.64938) |
|Profit/Loss before Depreciation Finance Cost and Taxes ||(1637.32770) ||440.47338 |
|Financial Charges ||194.79192 ||253.31864 |
|Depreciation ||230.19538 ||223.39748 |
|Profit / Loss before tax ||(2062.31500) ||(36.24274) |
|Profit/Loss after Tax ||(1996.45078) ||(36.20279) |
|Dividend ||Nil ||Nil |
2. Operational performance:
|Particulars ||2017-18 ||2016-17 |
|Sugar Division || || |
|Start of crushing season ||08/11/2017 ||10/11/2016 |
|Close of crushing season ||26/04/2018 ||28/03/2017 |
|Duration(Days) (up to 31st March 2018) ||144 ||139 |
|Recovery (%) ||10.15 ||9.63 |
|Cane crushed (Lakh Qtls) (upto 31st March 2018) ||4096611 ||2206803 |
|Production (Qtls) || || |
|White Sugar (Qtls) (upto 31st March 2018) ||358377 ||211327 |
|BISS Sugar (Qtls) ||0 ||1210 |
|Molasses (Qtls) (upto 31st March 2018) ||169520 ||112743 |
3. Applicability of IND AS:
The Indian Accounting Standard is applicable on your company w.e.f. from 1st April2017 (Transition period for the Company) and due to applicability of IND AS on thecompany all the calculation have been done as per IND AS and all the figure in BalanceSheet and Annual Report for the financial year 2016-17 and 2017-18 have been given as perIND AS.
Total Income of the Company has decreased from Rs. 8108.00383 Lakh (2016-17) to Rs.7680.08705 Lakh (2017-18). This year your company gets a net loss after tax of Rs.1996.45078 Lakh against a Net Loss after tax of Rs. 36.20279 Lakh in the previous year.
No dividend has been recommended by the board of directors for the current FinancialYear.
6. Significant and Material orders passed by the regulators or courts ortribunals
There are no significant material orders passed by the Regulators / Courts which wouldimpact the going concern status of the Company and its future operations.
7. Internal controls system and their adequacy
The Company has adequate system of internal control to safeguard and protect from lossunauthorized use or disposition of its assets. All the transactions are properlyauthorized recorded and reported to the Management. The Company is following all theapplicable Accounting Standards for properly maintaining the books of accounts andreporting financial statements. The internal auditor of the company checks and verifiesthe internal control and monitors them in accordance with policy adopted by the company.The Company continues to ensure proper and adequate systems and procedures commensuratewith its size and nature of its business.
8. Management Discussion and Analysis Report:
In terms of the provisions of Regulation 34(2)(e) of the SEBI (Listing Obligation andDisclosure Requirements) Regulation 2015 the Management Discussion and Analysis Reportis set out in this Annual Report.
We have not accepted any deposits and as such no amount of interest and principal wasoutstanding as at the date of Balance Sheet.
10. Particulars of Loans Guarantee or investments
Loans Guarantee and investments covered under section 186 of the Companies Act 2013form parts of the notes to the financial Statements provided in the Annual Report.
At the Annual General Meeting held on 25.09.2017 M/s. N J & Associates CharteredAccountants ( Firm Registration No. 023083N) was appointed as statutory Auditor of theCompany to hold office till the conclusion of the Annual General Meeting to be held in thecalendar year 2018 in terms of the first proviso of section 139 of the Companies Act2013 subject to the ratification by members at every consequent Annual General Meeting.Therefore ratification of appointment of statutory Auditors is being sought from themembers of the company at the ensuing Annual General Meeting.
The Auditor report for the financial year 2017-18 is enclosed with the financialstatement in this annual report.
Pursuant to the provision of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personal) Rules 2014 the Company hasappointed M/s Malik Anuj & Company Company Secretaries (C. P. No. 16061) to undertakethe secretarial audit of the Company for the financial year 2017-18. The Secretarial AuditReport is annexed herewith as "Annexure 1".
M/s Ajay Krishna & Co. Chartered Accountants ( FRN No.- 012453C) Dehradun (Uttarakhand) represented by Mr. A. K. Rastogi performs the duties of internal auditors ofthe Company for the financial year 2017-18 and their report is reviewed by the AuditCommittee from time to time.
Auditors' certificate on Corporate Governance
As required by SEBI (Listing Obligation and Disclosure Requirements) Regulation 2015the auditor's certificate on Corporate Governance is annexed herewith as "Annexure 4". The Auditors certificate for the financial year 2017-18 does not containany qualification reservation or adverse remark.
12. Share Capital
Authorised share capital of the company is Rs. 360000000/- divided into 26000000equity shares of Rs. 10/- each only and 10000000 preference share of Rs. 10/- eachonly. Total Paid up share capital of the company is Rs. 124610500/- divided into6461050 equity share capital of Rs. 10/- each and 6000000 Non-convertible RedeemablePreference Share Capital of Rs. 10/-each.
13. Extract of the annual return
In accordance with Section 134(3) of the companies Act 2013 a extract of the annualreturn in Form MGT 9 is annexed herewith as "Annexure 2."
14. Conservation of energy technology absorption and foreign exchange earnings andoutgo
The information on conservation of energy technology absorption and foreign exchangeearnings and outgo stipulated under section 134(3)(m) of the Companies Act 2013 read withRule 8 of The Companies (Accounts) Rules 2014 is Annexed herewith as "Annexure 3."
15. Directors and Key Managerial Personnel:
A) Change in Directors
There was no change in Directors and Key Managerial Personnel during the financial year2017-18.
As per the provisions of the Companies Act 2013 Mr. Anoop Kumar Srivastava Directorretires by rotation at the ensuing Annual General Meeting and being eligible seeksre-appointment. The Board recommends his re-appointment.
16. Number of meetings of the Board of Directors
During the financial year 6 (Six) Board Meeting and 1 (one) independent directorsmeeting were held. The details of which are given in Corporate Governance Report. Themaximum interval between any two meetings did not exceed 120 days as prescribed in theCompanies Act 2013.
17. Committees of the Board of Director of the Company
Currently the Board has three committees: the Audit Committee Nomination andRemuneration Committee and Stakeholders Relationship Committee. The details with regardsto the composition and meetings held during the financial year 2017-18 are in theCorporate Governance Report.
18. Policy on Director's appointment and Remuneration
The current policy is to have an appropriate mix of executives and independentdirectors to maintain the independence of the Board and separate its function ofgovernance and management. On March 31 2018 the Board consist of five members one ofwhom is executive one is non-executive and three are independent directors.
The policy of the company on director's appointment and remuneration includingcriteria for determining qualification positive attributes independence of Director andother matters as required under sub-section (3) of section 178 of the companies Act2013 is available on our website (www.oswaloverseasltd.com). There has been no change inthe policy since the last financial year. We affirm that the remuneration paid to thedirectors as per terms laid down in the Nomination and Remuneration Policy of the company.
19. Declaration by Independent Directors
The company has received necessary declaration from independent directors under section149(7) of the Companies Act 2013 that he/ she meet the criteria of independence as laiddown in section 149(6) of the Companies Act 2013 and Regulation 25 of the SEBI (ListingObligation and Disclosure Requirements) Regulation 2015.
20. Board Evaluation
SEBI (Listing Obligation and Disclosure Requirements) Regulation 2015 mandates thatthe Board shall monitor and review the Board evaluation framework. The framework includesthe evaluation of directors on various parameters such as:
Board Dynamics and relationships-?Information flows
Decision-making-Relationship with stakeholders
Company performance and strategy
Tracking board and committee's effectiveness
The Companies Act 2013 states that a formal evaluation needs to be made by the Boardof its own performance and that of its committee and individual directors. Schedule IV ofthe Companies Act 2013 states that the performance evaluation of independent directorsshall be done by the entire Board of Directors excluding the director being evaluated.
The evaluation process has been explained in the Corporate Governance Report.
21. Familiarization Programme of Independent Directors
All new independent director inducted in to the Board attain an orientation program.The details of training and familiarization program are provided in the CorporateGovernance Report and are also available on our website (www.oswaloverseasltd.com).
22. Code of Conduct for the prevention of Insider Trading
The Board of Directors has adopted the Insider Trading Policy in accordance with theprovision of the requirements of SEBI (Prohibition of Insider Trading) Regulation 2015.The Insider Trading Policy of the company lays down guidelines and procedures to befollowed and disclosure to be made while dealing in the shares of the company as well asconsequences of the violation. The Insider Trading Policy of the Company covering code ofPractice and procedure of fair disclosure of unpublished price sensitive information andcode of conduct for the prevention of insider trading is available on our website(www.oswaloverseasltd.com).
23. Vigil Mechanism/ whistle blower policy
In order to ensure that the activities of the Company and its employees are conductedin a fair and transparent manner by adoption of highest standards of professionalismhonesty integrity and ethical behavior the company has adopted a vigil mechanism policy.This policy is explained in corporate governance report and also posted on the website(www.oswaloverseasltd.com) of the company. There has been no change to the Whistle BlowerPolicy adopted by the company during the financial year 2017-18.
24. Managerial Remuneration & Particulars of employees:
A. Due to financial constraints being faced by the company no one director receivingany remuneration from the company.
Further sitting fees have been paid to the directors during the year.
B. No increase in the remuneration of director in the financial year
C. Increase in remuneration of chief financial officer chief executive officercompany secretary of the company in the financial year is as follow
|Designation ||Remuneration in 2016-17 ||Remuneration in 2017-18 ||Increase in remuneration |
|Chief Executive Officer ||823125 ||840000 ||16875 |
|Chief Financial Officer ||465000 ||480000 ||15000 |
|Company Secretary ||405000 ||432000 ||27000 |
D. Total no. of permanent employee of the company is 73 in the financial year as on 31March 2018.
E. The remuneration paid to all the Key Managerial Personal was in accordance withremuneration policy adopted by the company.
F. The particulars of employee who are covered by the provision contained in Rule 5(2)and 5(3) of the companies (Appointment and Remuneration of Managerial Personal) Rules2014 are:
i). Employed throughout the year Nil
ii). Employed for part of the year Nil
25. Corporate Governance
Corporate Governance refers to but not limited to a set of laws regulations and goodpractices and systems that enable an organization to perform efficiently and ethically togenerate long term wealth and create value for all its stakeholders. Corporate governancerequires everyone to raise their competency and capability levels to meet the expectationsin managing the enterprise and its resources optimally with the sound & prudentethical standard. The Company recognizes that good corporate governance is a continuousexercise.
Adherence to transparency accountability fairness and ethical standard are integralpart of the company's function. Your Company's structure business dealingsadministration and disclosure practices have aligned to good corporate governancephilosophy. Your Company has an adequate system of control in place to ensure that theexecutive decisions taken should result in optimum growth and development which benefitsall the stakeholders. The Company aims to increase and sustain its corporate value throughgrowth and innovation.
Our Corporate Governance Report for the financial year 2017-18 form parts of thisAnnual Report.
26. Directors' Responsibility Statement
To the best of their knowledge and belief and according to the information andexplanations obtained by them your Directors make the following statements in terms ofSection 134(3)(c) of the Companies Act 2013:
a) that in the preparation of the annual financial statements for the year ended March31 2018 the applicable accounting standards have been followed along with properexplanation relating to material departures if any;
b) that such accounting policies as mentioned in Notes to the Financial Statements havebeen selected and applied consistently and judgment and estimates have been made that arereasonable and prudent so as to give a true and fair view of the state of affairs of theCompany as at March 31 2018 and of the profit of the Company for the year ended on thatdate;
c) that proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;
d) that the annual financial statements have been prepared on a going concern basis;
e) that proper internal financial controls were in place and that the financialcontrols were adequate and were operating effectively.
f) that systems to ensure compliance with the provisions of all applicable laws were inplace and were adequate and operating effectively.
27. Related Party Transaction
There were no contracts or arrangements entered into by the company in accordance withprovisions of section 188 of the Companies Act 2013.There are no materially significantrelated party transactions made by the Company with Promoters Directors Key ManagerialPersonnel or other designated persons which may have a potential conflict with theinterest of the Company at large.
28. Risk management policy
The Company has been addressing various risks impacting the Company and the policy ofthe Company on risk management is provided elsewhere in this Annual Report in ManagementDiscussion and Analysis.
The company has been very well supported from all quarters and therefore your directorswish to place on record their sincere appreciation for the support and co-operationreceived from Employees Dealers Suppliers Central and State Governments Bankers andothers associated with the Company.
Your Directors wish to thank the banks financial institutions shareholders andbusiness associates for their continued support and cooperation.
We look forward to receiving the continued patronage from all quarters to become abetter and stronger company.
For and on behalf of the Board of Directors OSWAL OVERSEAS LIMITED
| ||Sd/- ||Sd/- |
| ||Anoop Kumar Srivastava ||Paramjeet Singh |
|Place: New Delhi ||Director ||(Managing Director) |
|Dated: 28/08/2018 ||DIN: 07052640 ||DIN: 00313352 |