Directors' Report for the Financial Year Ended March 31, 2015 To The Shareholders 1. Your Directors have pleasure in presenting the Thirty Fifth Annual Report along with the Financial Statements for the year ended 31st March, 2015. 2. STATE OF COMPANY'S AFFAIRS • During the year under review your Company's sales has been declined to Rs. 181,398.40 Lakhs as compared to Rs.195,825.15 Lakhs in the previous fiscal year 2013-2014 i.e. by 7.37%. • Profit before interest, depreciation, extra ordinary items and tax in 2014-15 has increased from Rs. 1,598.86 Lakhs to Rs. 1,700.89 Lakhs as compared to the previous fiscal year. • After providing for interest of Rs.276.49 Lakhs (Rs. 536.85 Lakhs in previous fiscal) and depreciation of Rs. 26.63 Lakhs (Rs. 15.99 Lakhs in previous fiscal), the profit after tax of the Company has increased from Rs. 924.26 Lakhs to Rs. 678.11 Lakhs as compared to previous year. • Despite of the uncertainties and challenges in the economic environment your Company has successfully added strong value addition in its development by scaling new heights in terms of Profit. 3. SHARE CAPITAL AND CHANGES THEREIN There was no change in share capital of the Company during the year under review. 4. DEPOSITORY SYSTEM Your Company's Equity Shares are available for dematerialization through National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited. As on March 31, 2015 89.89% of the Equity Shares of your Company were held in dematerialized form. 5. LISTING OF EQUITY SHARES The equity shares of your Company are listed on the BSE Limited. The Listing fee for the year 2015-16 has already been paid. 6. EXTRACT OF ANNUAL RETURN The Extract of Annual Return as provided under Section 92(3) of the Companies Act, 2013 and as prescribed in Form No. MGT-9 of the Companies (Management and Administration) Rules, 2014 is appended as ANNEXURE I to this Report. 7. NUMBER OF MEETINGS OF THE BOARD The Board met 6 (Six) times in financial year 2014-15 viz., on May 30, 2014; August 8, 2014; November 14, 2014; December 8, 2014; February 12, 2015 and March 16, 2015. 8. DIRECTORS' RESPONSIBILITY STATEMENT Your Directors hereby confirm that: i. In the preparation of the annual accounts for financial year ended March 31, 2015, the applicable accounting standards have been followed along with proper explanation relating to material departures; ii. They have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2015 and of the profit of the Company for the year ended on March 31, 2015. iii. They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of thisAct for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities. iv. They have prepared the annual accounts for financial year ended March 31, 2015 on a 'going concern' basis. v. They have laid down internal financial control to be followed by the Company and that such internal financial controls are adequate and have been operating efficiently. vi. They have devised proper systems to ensure compliance with provisions of all applicable laws and that such systems were adequate and operating effectively. 9. INSTANCES OF FRAUD, IF ANY REPORTED BY THE AUDITORS There have been no instances of fraud reported by the Auditors under Section 143(12) of the Companies Act, 2013. 10. DECLARATION BY INDEPENDENT DIRECTORS The Independent Directors of your Company have submitted the declaration of Independence as required under Section 149(7) of the Companies Act, 2013 confirming that they meet the criteria of independence under Section 149(6) of the Companies Act, 2013. 11. POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION The Policy of the Company on Directors' appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided under sub-section (3) of section 178, is appended as Annexure II to this Report. 12. PARTICULARS OF LOANS, GUARANTEES, OR INVESTMENTS The details of Loans given, Investments made and guarantees given and securities provided under the Section 186 of the Companies Act, 2013 have been provided in the notes to the Financial Statements. 13. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arm's length basis. During the year, the Company had not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3) of the Companies Act in Form AOC-2 is not applicable. Attention of the members is drawn to the disclosures of transactions with the related parties is set out in Notes to Accounts forming part of the financial statement. 14. DIVIDEND Your Directors do not recommend any dividend for the year as the profits earned needs to be ploughed back into the operations of the Company 15. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY There have been no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report. 16. PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, AND FOREIGN EXCHANGE EARNINGS AND OUTGO Our Company has not carried out any business activities warranting conservation of the energy and technology absorption in accordance with Section 134 (3) (m) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014. During the year under review the Company has received Rs. 161,338.74 Lakhs for export realizations and advances and has spent foreign exchange Rs. 159,881.81 Lakhs towards purchases. 17. RISK MANAGEMENT POLICY Your Company is aware of the risks associated with the business. It regularly analyses and takes corrective actions for managing/ mitigating the same. Your Company has institutionalized the policy/process for identifying, minimizing and mitigating risk which is reviewed. The key risks and mitigation actions are placed before the Audit Committee. 18. CORPORATE SOCIAL RESPONSIBILITY The Board has constituted a Corporate Social Responsibility (CSR) Committee in accordance with Section 135 of the Companies Act, 2013. The details required under the Companies (Corporate Social Responsibility Policy) Rules, 2014 are given in CSR Report appended as ANNEXURE III to this Report. 19. ANNUAL EVALUATION OF PEFORMANCE OF THE BOARD Pursuant to the provisions of the Companies Act, 2013, the Board has carried out an annual evaluation of its own performance, the directors individually, as well as the evaluation of the working of its Committees. The Company has devised a questionnaire to evaluate the performances of each of Executive and Independent Directors. Such questions are prepared considering the business of the Company and the expectations that the Board have from each of the Directors. The evaluation framework for assessing the performance of Directors comprises of the following key areas: (i) Attendance of Board Meetings and Committee Meetings; (ii) Quality of contribution to Board deliberations; (iii) Strategic perspectives or inputs regarding future growth of the Company and its performance; (iv) Providing perspectives and feedback going beyond information provided by the management. The Independent Directors at its meeting placed a duly filled questionnaires and discussed in detail each others views in respect of the each questions and after evaluation has submitted their feedback to the Chairman of the Company. Accordingly the Board of Directors at its meeting placed a duly filled questionnaires and discussed in detail each others views in respect performance of each Directors individually, the Board as a whole and that of the Chairman and after evaluation has submitted their feedback to the Chairman of the Company. 20. CHANGE IN THE NATURE OF BUSINESS During the year under review there is no change in the nature of Business of the Company. 21. DIRECTORS AND KEY MANAGERIAL PERSONNEL • In accordance the provisions of the Section 152(6)(e) of the Companies Act, 2013 read with the Articles of Association of the Company, Mr. Sharad Bhartia (DIN: 01719932), Whole Time Director of the Company will retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. • The Board of Directors at its meeting held on March 16, 2015 appointed Mrs. Sandhya Swarup (DIN: 06981782) as an Additional Non-Executive Director. Further she ceased to be a Director of the Company with effect from 13th July, 2015 from the Board of Directors of the Company. The Board places on record its appreciation for the valuable services and guidance given by her during his tenure as the Director of the Company. • The Board of Directors at its meeting held March 16, 2015 re-appointed, subject to approval of the members of the Company Mr. Sharad Bhartia as the Whole-Time Director of the Company with effect from April 2, 2015 for a period of 3 (three) years. • The Board of Directors at its meeting held August 10, 2015, re-appointed, subject to approval of the members of the Company, Mr. Nipun Verma as the Whole-Time Director of the Company with effect from November 1, 2015 for a period of 3 (three) years. • The Board of Directors at its meeting held May 30, 2014 appointed Mr. Ronak Jain as the Chief Financial Officer and Mr. Mahesh Kuwalekar as the Company Secretary of the Company. 22. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES The Company does not have any subsidiary Joint Venture, Associate Company or LLPs during the year under review. 23. DETAILS RELATING TO DEPOSITS, COVERED UNDER CHAPTER V OF THE COMPANIES ACT 2013 The Company has not accepted any public deposits and as such, no amount on account of principal or interest on public deposits was outstanding as on the date of the balance sheet. 24. DETAILS RELATING TO DEPOSITS, WHICH ARE NOT IN COMPLIANCE WITH THE REQUIREMENTS UNDER CHAPTER OF THE COMPANIES ACT 2013 During the year under review your Company has not accepted Deposits which are not in compliance with the requirements under Chapter V of Companies Act, 2013. 25. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS There are no significant material orders passed by the Regulators/Courts which would impact the going concern status of the Company and its future operations. 26. INTERNAL FINANCIAL CONTROL SYSTEM Your Company has an internal financial control system commensurate with the size, scale and complexity of its operations. The Audit Committee has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives. The Audit Committee has a process for timely check for compliance with the operating systems, accounting procedures and policies. Major risks identified by the businesses and functions are systematically addressed through mitigating action on continuing basis. 27. AUDITORS' APPOINTMENT • M/s. Shankarlal Jain & Associates LLP, Chartered Accountants (FRN 109901W) were appointed as the Statutory Auditors of the Company at last Annual General Meeting to hold office from the conclusion of the 34thAnnual General Meeting till the conclusion of the 37th Annual General Meeting to be held in 2017, subject to ratification of their appointment at every Annual General Meeting. The Board of Directors of the Company at its meeting held August 10, 2015 recommended to members of your Company ratification of appointment of M/s. Shankarlal Jain & Associates, Chartered Accountants as the Statutory Auditors of the Company for financial year 2015-2016. • Your Company has received a letter from M/s. Shankarlal Jain & Associates LLP, Chartered Accountants to the effect that their re-appointment, if made, would be under the second and third proviso to Section 139 (1) of the 2013 Act and that they are not disqualified within the meaning of Section 141 of the 2013 Act read with Rule 4(1) of the Companies (Audit and Auditors) Rules, 2014. • There are no qualifications, reservations or adverse remarks or disclaimers made by M/s. Shankarlal Jain & Associates LLP, Chartered Accountants Statutory Auditors, in their report. 28. SECRETARIAL AUDIT REPORT The Board of Directors of the Company has appointed M/s. A K Jain & Co., Company Secretaries, to conduct the Secretarial Audit and his Report on Company's Secretarial Audit Report is appended to this Report as ANNEXURE IV. There are no qualifications, reservations or adverse remarks or disclaimers made by M/s. A K Jain & Co., Company Secretaries, in his secretarial audit report. 29. WHISTLE BLOWER POLICY/ VIGIL MECHANISM The Company has a Whistle Blower Policy in line with the provisions of the Section 177 of the Companies Act, 2013. This policy establishes a vigil mechanism for directors and employees to report their genuine concerns actual or suspected fraud or violation of the Company's code of conduct. The said mechanism also provides for adequate safeguards against victimisation of the persons who use such mechanism and makes provision for direct access to the chairperson of the Audit Committee. We confirm that during the financial year 20142015, no employee of the Company was denied access to the Audit Committee. The said Whistle Blower Policy is available on the website of the Company at www.olympicoil.co.in 30. AUDIT COMMITTEE OF THE COMPANY Your Company's Audit Committee comprises the following 2(Two) Independent Directors and 1(One) Executive Director: 31. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT 2013 Your Company is committed to creating and maintaining an atmosphere in which employees can work together, without fear of sexual harassment, exploitation and intimidation. Accordingly the Company has in place an Anti Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act 2013. Internal Complaints Committee (ICC) was set up to redress complaints received regarding sexual harassment. All employees (Permanent, Contractual, temporary, trainees) are covered under this policy. 32. MANAGEMENT'S DISCUSSION AND ANALYSIS & CORPORATE GOVERNANCE REPORT The Securities and Exchange Board of India (SEBI) has issued a circular vide CIR/CFD/POLICY CELL/7/2014 Vide dated September 15, 2014 in respect with the applicability and compliances of the Clause 49 of the Listing Agreement. As per the circular compliance with the provisions of the Clause 49 is not mandatory for the time being, in respect of the following class of the Companies: a. Companies having paid up equity share capital not exceeding Rs.10 Crore and Net Worth not exceeding Rs.25 Crore, as on the last day of the previous financial year; Provided that where the provisions of Clause 49 becomes applicable to a company at a later date, such Company shall comply with the requirements of Clause 49 within six months from the date of which the provisions become applicable to the company. b. Companies whose equity share capital is listed exclusively on the SME and SME-ITP Platforms. As per the circular our Company is within the ambit and exempted on the basis of the conditions prescribed in the circular and therefore compliances with the Clause 49 of the Listing Agreement is not applicable to the Company for the time being. As a consequence, Management's Discussion & Analysis report and Corporate Governance Report under Clause 49 of the Listing Agreement does not form part of the Annual Report for the Financial Year 2014-15. 33. PARTICULARS OF EMPLOYEES Disclosures with respect to the remuneration of Directors and employees as required under Section 197 of the Companies Act and Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 has been appended as ANNEXURE V to this Report. There were no such employees of the Company for which the information required to be disclosed pursuant to Section 197 of the Companies Act read with Rule 5(2)&(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules. 34. ACKNOWLEDGEMENT Your Directors wish to place on record their appreciation and sincere thanks to the State Governments, Government agencies, Banks & Financial Institutions, customers, shareholders, vendors and other related organizations, who through their continued support and co-operation have helped, as partners in your Company's progress. Your Directors, also acknowledge the hard work, dedication and commitment of the employees. By Order of the Board of Directors Nipun Verma Chairman DIN: 02923423 Place : Mumbai Date : 10th August, 2015 |