Your Directors have pleasure in presenting the 37th Annual Report of the companytogether with the
Audited statements of Accounts for the year ended March 31 2018.
1 Financial Results:
A summary of the company's financial results for the financial year 2017-18 is asunder:
(Rs in Lacs)
|Particulars ||Year ended 31st March 2018 ||Year ended 31st March 2017 |
|Total Revenue ||2660 ||155 |
|Profit before tax (after exceptional item) ||176 ||9 |
|Tax Expenses (Including Deferred Tax) ||35 ||- |
|Profit after tax || || |
| ||141 ||9 |
2. Financial Performance
During the financial year ended 31st March 2018 your company's revenue was Rs. 2660lakhs as against Rs. 155 lakhs in the previous period. The net profit for the financialyear was Rs. 141 lakhs as against Rs. 9 lakhs reported in the previous period.
Due to carry forward of losses of earlier years the directors do not recommend dividendfor this year.
4. Finance and Accounts
As mandated by the Ministry of Corporate Affairs the financial statements for the yearended on March 31 2018 have been prepared in accordance with the Indian AccountingStandards (IND AS) notified under Section 133 of the Companies Act 2013 read with theCompanies (Accounts)Rules 2014. The estimates and judgements relating to the FinancialStatements are made on a prudent basis so as to reflect in a true and fair manner theform and substance of transactions and reasonably present the Company's state of affairsprofits and cash flows for the year ended March 31 2018.
5. Information about the performance of Subsidiaries / Associates/ JV.
The Company has no Subsidiaries / Associates/ JV as on date.
6 . Corporate Governance
The corporate governance norms as specified in SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 are not applicable to Company. However the same are beingcomplied with by the Company voluntarily.
7 . Extract of Annual Return
Pursuant to the provisions of Section 134(3)(a) of the Companies Act 2013 Extract ofthe Annual Return for the financial year ended March 31 2018 made under the provisions ofSection 92(3) of the Act is enclosed as Annexure-A to this Report.
8 . Management Discussion and Analysis
As required under regulation 34 of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 the management discussion and analysis report for theyear under review is enclosed as Annexure-B to this report.
In accordance with the provisions of Section 152 of the Companies Act 2013 and theCompany's Articles of Association Ms. ChinnmmaPullattu Mathew Director retires byrotation at the forthcoming Annual General Meeting and being eligible offers herself forre-appointment. The Board recommends her re-appointment for the consideration of theMembers of the Company at the ensuing Annual General Meeting. Brief profile of Ms.ChinnmmaPullattu Mathew has been given in the Notice convening the Annual General Meeting.
Mr. Arun Dash who was appointed as an Additional Director and hold office up to thedate of ensuing Annual General Meeting is eligible to be appointed as (Non-Executive)Independent Director subject to the approval of the members and his name has beenaccordingly proposed.
Mr. Subrahmaniya Sivam Ramamurthy (DIN: 02393209) Non-Executive Independent Directorof the Company is proposed to be re-appointed for a second term upto 31.03.2022 in theensuing Annual General Meeting. His brief profile is given in the Annexure to Notice.
All Independent Directors have given declarations that they meet the criteria ofindependence as laid down under Section 149(6) of the Companies Act 2013 and Regulation16(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.
10. Number of Meetings of the Board
The Board met 5 (Five) times during the financial year. The maximum interval betweenany two meetings did not exceed 120 days as prescribed in the Companies Act 2013. TheCompany has complied with the applicable Secretarial Standards issued by the Institute ofCompany Secretaries of India.
11. Key Managerial Personal
The following are the Key Managerial Personnel of the Company:
1. Mr.Shaine Sunny Mundaplakkal: Whole time Director (resigned w.e.f 03 May 2018)
2. Ms. ChinnammaPullattuMathew:Whole time Director (appointed w.e.f 15 May 2018)
3. Mr. Bikash Dash: Chief Financial officer
4. Mr. Deepak Kumar Dash: Company Secretary & Compliance officer
12. Committees of the Board
The Board of Directors has the following Committees:
1. Audit Committee
2. Remuneration and Nomination Committee
3. Stakeholders Relationship Committee
13. Board Evaluation
Pursuant to the provisions of the Companies Act 2013 and the SEBI (Listing Obligationsand Disclosure requirements) Regulations 2015 a structured questionnaire was preparedafter taking into consideration the various aspects of the Board's functioningcomposition of the Board and its Committees culture execution and performance ofspecific duties obligations and governance.
The performance evaluation of the Independent Directors was completed during the yearunder review. The performance evaluation of the Chairman and the Non-Independent Directorswas carried out by the Independent Directors and Non-Executive Directors. The Board ofDirectors expressed their satisfaction with the evaluation process.
14. Particulars of Loans Guarantees or Investments by the Company under Section 186 ofthe
Companies Act 2013
The Company has not given any loans or guarantees covered under the provisions ofSection 186 of the Companies Act 2013.
15. Vigil Mechanism/Whistle Blower Policy
Pursuant to Section 177(9) of the Companies Act 2013 read with Rule 7 of the Companies(Meetings of Board and its Powers) Rules 2014 and Regulation 22 of the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 the Company has a WhistleBlower Policy to report genuine concerns or grievances for redressal. The Whistle BlowerPolicy has been posted on the website of the Company viz. www.otcointernational.in.
During the year under review no complaints were received by your Company.
16. Remuneration Policy of the Company.
The Current policy is to have an appropriate mix of executive and independent directorsto maintain the independence of the Board and separate its functions of governance andmanagement. On March 31 2018 the Board consisted of 5 members one of whom is executiveand whole time director one is non-executive non-independent women director and threeare independent directors.
The policy of the Company on director's appointment and remuneration includingcriteria for determining qualifications positive attributes independence of a directorand other matters as required under sub-Section (3) of Section 178 of the Companies Act2013 is available on the company website
17. Related Party Transactions:
All transactions entered with related parties for the year under review were on arm'slength basis and in the ordinary course of business and that the provisions of section 188of the Companies Act 2013 and the Rules made thereunder are not attracted. Thus adisclosure in Form AOC-2 in terms of Section 134 of the Companies Act 2013 is notrequired. Further there are no material related party transactions during the year underreview with the Promoter Directors or Key Managerial Personnel.All related partytransactions are mentioned in the Notes to the Financial Statements.
18. Significant & Material Orders Passed by the Regulators:
Relating to the bonus issue made by company in the year 2007 the company had receiveda show cause notice No: A&EO/KAD/KS/SM/14337/1/2017 dated June 21 2017 for theviolation of the provisions of guideline 15.1.7 of SEBI (Disclosure and InvestorProtection) Guidelines 2000 as there was a delay of 30 days from the due date forcompletion of bonus issue till the same was completed. The application was filed on15.07.2017 for Settlement of the matter in terms of SEBI (Settlement of Administrative andcivil Proceedings) Regulations 2014 and same was approved by SEBI vide order dated29.01.2018.
There was a delay in disclosure under regulation 8(3) of the SEBI (SubstantialAcquisition of Shares and Takeover) Regulations 1997 by the erstwhile management and Showcause notice No: EFD/DRA3/OW/2471/2017 dated on 01st February 2017 was received from SEBIin this regard and the same was settled with SEBI.
Except the above there are no significant and material orders passed by the Regulatorsor Courts or Tribunals which would impact the going concern status of the Company and itsfuture operations
19. Director's Responsibility Statement:
To the best of our knowledge and belief and according to the information andexplanations obtained by us your Directors make the following statements in terms ofSection 134 (3)(c) of the Companies Act 2013: (a) in the preparation of the annualfinancial statements for the year ended March 31 2018 the applicable AccountingStandards have been followed along with proper explanation relating to materialdepartures.
(b) for the financial year ended March 31 2018 such accounting policies as mentionedin the Notes to the financial statements have been applied consistently and judgments andestimates that are reasonable and prudent have been made so as to give a true and fairview of the state of affairs of the Company and of the Profit and Loss of the Company forthe year ended March 31 2018. (c) that proper and sufficient care has been taken for themaintenance of adequate accounting records in accordance with the provisions of theCompanies Act 2013 for safeguarding the assets of the Company and for preventing anddetecting fraud and other irregularities. (d) the annual financial statements have beenprepared on a going concern basis.
(e) that proper internal financial controls were followed by the Company and that suchinternal financial controls are adequate and were operating effectively.
(f) that proper systems to ensure compliance with the provisions of all applicable lawswere in place and that such systems were adequate and operating effectively.
(a) Statutory Auditor:
M/s. C. Ramasamy& B. Srinivasan Chartered Accountants Chennai (FRN: 002957S) arethe statutory auditors of the Company for the year ended March 31 2018. They wereappointed for st st
a period of 5 years commencing from 01 April 2015 to 31 March 2020.
The Independent Auditors' Report does not contain any qualification reservation oradverse remark for the year under review.
(b) Cost Audit
The Provision of cost audit requirements is not applicable to the Company.
(c) Secretarial Audit:
Pursuant to provisions of Section 204 of the Companies Act 2013 read with Rule 9 ofthe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 the boardhas appointed of Mr. V. NAGARAJAN Company Secretary in Practice Chennai to conduct theSecretarial Audit of the Company for the financial year ended March 31 2018. TheSecretarial Audit Report (in Form MR-3) is enclosed as Annexure-Cto this Report.
The Secretarial Audit Report does not contain any qualifications reservation oradverse remark.
21. Internal Control systems and their adequacy
Your Company has an effective internal control and risk mitigation system which isconstantly assessed and strengthened with new/revised standard operating procedures. TheCompany has adequate internal control procedures and systems commensurate with the natureand size of its business. The Company's internal control systems primarily cover aspectssuch as:
- Operating parameters and various aspects relating to services and customer support.
ii. Efficient use and protection of product and business rights.
iii. Accuracy and promptness of financial reporting. iv. Compliance of laws andregulations.
The Company has well laid-out policy guidelines structured authority levels to ensureadequate internal control levels. The management and the Audit Committee of the Boardreview the periodically the adequacy of the internal control and the management controlsystems so as to be in line with changing requirements. The company has an internalauditor to carry out internal audit work and coordination with Audit committee.
22. Risk Management Policy
The Company has laid down the procedures to inform the Board about the risk assessmentand minimization procedures and the Board has formulated Risk Management Policy to ensurethat the Board its Audit Committee and its management should collectively identify therisks impacting the Company's business and document their process of risk identificationrisk minimization risk optimization as a part of a risk management policy/ strategy. Atpresent there is no identifiable risk which in the opinion of the Board may threaten theexistence of the Company.
23. Corporate Social Responsibility Policy:
As per the provision of Section 135 of Companies Act 2013 every Company having networth of Rupees Five Hundred Crore or more or turnover of Rupees One thousand crore ormore or a net profit of Rupees five crore or more during any financial year shallconstitute a CSR Committee and the Company should spend at least 2% of average net profitof three immediately preceding financial years in every financial year. As the Companydoes not fall within the above guidelines compliance of this clause does not arise as ofnow.
24. Conservation of Energy Technology Absorption and Foreign Exchange outgo:
The Particulars as prescribed under sub-Section(3)(m) of Section 134 of the CompaniesAct 2013
read with the Companies (Accounts) Rules 2014.
(1) CONSERVATION OF ENERGY: The average consumption of Electricity per unit in the
Financial Year 2017-2018 is NIL.
(2) TECHNOLOGY ABSORPTION: NIL
(3) FOREIGN EXCHANGE EARNINGS AND OUTGO:
Total Exchange used and earned (Rs in Lacs)
|Particulars ||2017-18 ||2016-17 |
|i Foreign Exchange earned including Direct and Indirect exports || |
|ii Foreign Exchange used || |
25 . Particulars of Employees and Related Disclosures
There are no employees drawing remuneration in excess of limit set out in terms of theprovisions of Section 197(12) of the Companies Act 2013 read with Rules 5(2) and 5(3) ofthe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014.Disclosures pertaining to remuneration and other details as required under Section 197(12)of the Companies Act 2013 read with Rule 5(1) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 are provided in the Annexure - D.
26. Material changes and commitments affecting the financial position of the Companybetween
the end of the financial year and the date of the report.
There are no material changes and commitments affecting the financial position of theCompany
between the end of financial year and the date of this report.
As per the provisions of Section 177(8) of the Companies Act 2013 the composition ofCompany's
Audit Committee is stated below:
|Name of Member ||Directorship of Member ||Designation |
|Mr. Arun Dash ||Non- Executive Independent Director ||Chairman |
|Mr. BalakrishnanRamasubramanian ||Non- Executive Independent Director ||Member |
|Mr. Shaine Sunny Mundaplakkal ||Executive Non-Independent Whole Time Director ||Member |
Your Company has not accepted any deposit within the meaning of provisions of Chapter Vof the Act read with the Companies (Acceptance of Deposits) Rules 2014 for the year endedMarch 31 2018.
29. Listing with Stock Exchanges
The Company's shares are currently listed in the BSE and the listing fees has been paidtill 31 March 2019.
Your Directors place on record their deep sense of appreciation to all employees fortheir support and for adopting to the values of the company. The Board also immenselythank all the Shareholders Government authorities bank customers business associatesand other Stakeholders for their continued and consistent support to the Company.
|Place: Chennai ||For and on behalf of Board |
|Date: 15.05.2018 || |
|Mr.Subrahmaniya Sivam Ramamurthy ||Ms. Chinnamma P Mathew |
|Director ||Whole time Director |
|DIN: -02393209 ||DIN: -07117184 |