| Dear Members,
The Directors have pleasure in presenting the Thirty Fifth Annual
Report along with the Financial Statements for the year ended 31st
March, 2015.
1. FINANCIAL HIGHLIGHTS
Particulars 2014-15 2013-14
(Rs in Lakhs) (Rs in Lakhs)
Revenue from Operations 187,788.41 203,681.61
Other Income 141.34 172.33
Total Income 187,929.75 2,03,853.93
Less:Operating, Depreciation 186,439,66 202,759.12
and Other Expenses
Salaries and Benefits 92.32 48.80
Extra Ordinary Items 0.28 -
Total Expenses 186,532,26 202,807.92
Profit before Tax and 1,397.49 1,046.01
Appropriations
Less:Provision for Deferred Tax (4.10) (159)
Provision for Income Tax 478.00 358.00
Excess Provision of Income Tax (0.67) 11.49
for last year
Profit after Tax 924.26 678.11
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 V 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 2014- 2015, 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:
Sr. No Name of the Directors Designation
1. Mr. Gopal Saxena Chairman
2. Mr. Sharad Bhartia Member
3. Mr. Ashok Patel Member
The composition of the Audit Committee is in compliance with the
requirements of Section 177 of the Companies Act, 2013.
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.
The following is a summary of sexual harassment complaints received and
disposed off during the year:
No. of Complaints received Nil
No. of Complaints disposed off Nil
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
Place : Mumbai Nipun Verma
Date : 10th August, 2015 Chairman
DIN:02923423
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