OCL IRON AND STEEL LIMITED.
The Board of Directors are pleased to present the Company's Fourteenth (14th)Annual Report on the business and operations of your Company along with the standalone andconsolidated financial statements for the financial year ended March 31 2019.
The standalone and consolidated financial statements for the financial year ended March31 2019 forming part of this Annual Report have been prepared in accordance with theIndian Accounting Standards (Ind AS) as notified by the Ministry of Corporate Affairs.
Key highlights of financial performance of your Company for the financial year 2018-19are provided below:
| || |
in Rupees lakhs except per equity share data
|Particulars || |
| ||Year Ended 30.03.2019 ||Year Ended 30.03.2018 ||Year Ended 30.03.2019 ||Year Ended 30.03.2018 |
|Revenue || || || || |
|Revenue from Operations (Net of Taxes) ||47106.69 ||41446.19 ||47106.69 ||41446.19 |
|Other Income ||142.32 ||457.26 ||142.32 ||503.09 |
|Total Income from Operations ||47249.02 ||41903.45 ||47249.02 ||41949.28 |
|Expenses || || || || |
|a) Cost of material consumed ||38719.66 ||40739.27 ||38719.66 ||40739.27 |
|b) Changes in inventories of finished goods work in progress and stock in trade ||(689.30) ||(1017.00) ||(689.30) ||(1017.00) |
|c) Employee Benefit Expenses ||2122.50 ||2176.24 ||2122.50 ||2225.20 |
|d) Finance Cost ||21479.31 ||15711.03 ||21479.31 ||16750.24 |
|e) Depreciation & Amortization Expense ||9153.39 ||9071.52 ||9153.62 ||9827.81 |
|f) Other Expenses ||6891.89 ||7632.53 ||11392.65 ||7790.92 |
|Total Expenses ||77677.45 ||74313.59 ||82178.44 ||76316.43 |
|Profit/(Loss) from before exceptional items and tax ||(30428.43) ||(32410.14) ||(34929.42) ||(34367.16) |
|Exceptional Items ||(4797.42) ||- ||(4797.42) ||- |
|Profit/(Loss) before tax ||(25631.01) ||(32410.14) ||(30132.00) ||(34367.16) |
|Tax Expenses ||(9297.76) ||(6924.95) ||(9297.76) ||(7036.28) |
|Net Profit/(Loss) from ordinary activities after tax ||(16333.25) ||(25485.19) ||(20834.24) ||(27330.88) |
|Other Comprehensive Income (net of tax) ||2.68 ||29.10 ||2.68 ||31.87 |
|Total Comprehensive Income (after tax) ||(16330.58) ||(25456.09) ||(20831.56) ||(27299.01) |
|Income attributable to the consolidated group || || || || |
|a) To Equity holders ||(16330.58) ||(25456.09) ||(20831.56) ||(27299.01) |
|b) To non controlling interest ||- ||- ||- ||(3.91) |
|Paid up equity share capital (Face Value of Re. 1 each) ||1341.43 ||1341.43 ||1341.43 ||1341.43 |
|Reserves excluding Revaluation Reserves as per balance sheet of previous accounting year || |
|(15145.03) || |
|Earnings per Share (not annualised) || || || || |
|a) Basic ||(12.18) ||(19.00) ||(15.53) ||(20.37) |
|b) Diluted ||(12.18) ||(19.00) ||(15.53) ||(20.37) |
During the year under review the Company earned revenue from operations amounting toRs. 47.106.69 lakh as compared to Rs. 41446.19 lakhs in the previous year. Loss after Taxstood at Rs. 16333.25 lakhs as against Loss after Tax of Rs. 25485.19 lakhs in theprevious year.
During the year under review the Company earned revenue from operations amounting toRs. 47.106.69 as compared to Rs. 41446.19 lakhs in the previous year. Loss after Taxstood at Rs. 20834.24 lakhs as against Loss after Tax of Rs. 27330.88 lakhs in theprevious year.
CONSOLIDATED FINANCIAL STATEMENT
In pursuance of the provision of Section 129 (3) of Companies Act 2013 a company hasone or more subsidiaries or associate companies it shall in addition to standalonefinancial statements prepares a consolidated financial statement of the company and ofall the subsidiaries and associate companies in the same form and manner as that of itsown and in accordance with applicable accounting standards which shall also be laidbefore the annual general meeting of the company along with the laying of its financialstatement. Your Company has Subsidiaries and associate company (Joint Venture) andconsolidation of the same is mandatory as per the Companies (Amendment) Act 2017.
The directors also present the audited consolidated financial statements incorporatingthe duly audited financial statements as prepared in compliance with the Companies Act2013 applicable Accounting Standards and SEBI Listing Regulations 2015 as prescribed bySEBI is provided in the Annual Report. In accordance with Section 129 of the CompaniesAct 2013 Consolidated Financial Statements are attached and form part of the AnnualReport and the same shall be laid before the ensuing Annual General Meeting along with theFinancial Statements of the Company.
MATERIAL CHANGES AND COMMITMENTS
No material changes and commitments affecting the financial position of your Companyhave occurred between the end of the financial year of the Company to which the financialstatements relate and on the date of this report
In view of losses incurred during the year under review the Board of Directors has notrecommended any dividend for the financial year ended March 31 2019.
TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND
As per Section 124(6) of the Companies Act 2013 read with Investor Education andProtection Fund Authority (Accounting Audit Transfer and Refund) Rules 2016 as amendedfrom time to time all the shares in respect to which dividend has remainedunclaimed/unpaid for a period of seven Consecutive year or more are required to transferin the name of IEPF but the company is not required to be transferred any amount to theIEPF established by the Central Government as the company has not declared any dividendfor any financial year.
During the year under review there is no change in the Authorized share capital andPaid up share capital of the Company.
STATE OF COMPANY'S AFFAIRS
The state of affairs of the Company is presented as part of the Management Discussionand Analysis (MDA) Report forming part of the Annual Report.
There has been no change in the business of the Company during the financial year ended31st March 2019.
Your Company has taken adequate steps to ensure compliance with Regulations 17 to 27read with schedule V of Securities Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015. The report on Corporate Governance the Reporton Management Discussion and Analysis and the requisite Certificate from the Auditors ofthe Company confirming compliance with the conditions of Corporate Governance are providedin a separate section which forms part of the Annual Report.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the provisions contained in Section 134(5) of the Companies Act 2013 theDirectors hereby confirm that:
a) in the preparation of the annual accounts for the year ended 31st March2019 the applicable Accounting Standards have been followed and there are no materialdepartures from the same;
b) the Directors have selected such accounting policies and applied them consistentlyand made judgements and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company as at 31st March 2019 and ofthe profit/ loss of the Company for that period;
c) the Directors have taken proper and sufficient care 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) the Directors have prepared the Annual Accounts on a going concern basis;
e) the Directors have laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and are operatingeffectively; and
f) The Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems are adequate and operating effectively.
SUBSIDIARIES AND ASSOCIATES
In accordance with proviso to sub-section (3) of Section 129 of the Companies Act 2013a statement containing salient features of the financial statements of the Company'ssubsidiaries and associate and the report on their performance and financial position inForm AOC-1 is annexed as Annexure-I forming part of the Annual Report which coversthe financial position of subsidiaries and Associate Company.
In accordance with third proviso to Section 136(1) of the Companies Act 2013 theAnnual Report of your Company containing therein its audited standalone and theconsolidated financial statements has been placed on the website of the Company. (URL:http://www.oclsteel.in/ investors.php)
DIRECTORS AND KEY MANAGERIAL PERSONNEL
The Board has following Changes under review period:
|S.No. ||Name Of Director ||Designation ||Appointment ||Resignation |
|1 ||Mr. Birendra Jee ||Managing Director ||- ||26/05/2018 |
|2 ||Ms. Khushboo Chugh ||Company Secretary ||02/08/2017 ||17/07/2018 |
|3 ||Ms. Isha Sablok ||Company Secretary ||17/11/2018 ||30/04/2019 |
|4 ||Mr. Bhawani Prasad Mishra ||Managing Director ||26/05/2018 ||_ |
|5 ||M r. Rambabu Si ng h Tomar ||Director ||06/07/2018 ||- |
|6 ||Mr. Kamdev Behera ||Chief Financial Officer ||26/05/2018 ||- |
|7 ||Ms. Nirmala Kujur ||Director ||25/02/2019 ||- |
|8 ||Ms. Anuja Jain ||Company Secretary ||03/06/2019 ||- |
The Board appreciates efforts and contribution towards the growth of the Company duringthe tenure of the Directors who had resigned during the reviewed period.
Retire by Rotation on the Board of Directors of the Company:
In accordance with the provisions of Section 152 the Companies Act 2013 and theArticle of Association of the Company read with Companies (Appointment and Qualificationof Directors) Rules 2014 Mr. Mahesh Chand Agrawal (DIN-07554315) retires by rotation atthe ensuing Annual General Meeting and being eligible offers himself for re-appointment.The details as required under Regulation 36 of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 regarding Mr. Mahesh Chand Agrawal (DIN-07554315) areprovided in the Notice of the 14th Annual General Meeting. The Board recommends hisre-appointment.
All the Independent Directors of the Company have given requisite declarations thatthey meet the criteria of independence as provided in Section 149(6) of the Companies Act2013 and Regulations 16 & 25 of SEBI (Listing Obligations & DisclosureRequirements) Regulations 2015.
During the review period Key Managerial Personnel (KMPs) of the Company as per Section2(51) and section 203 of the Companies Act 2013 are as follows:
|1. ||Mr. Bhawani Prasad Mishra^ ||Managing Director |
|2. ||Mr. Birendra Jee^^ ||Managing Director |
|3. ||Mr. Kamadev Behera ||Chief Financial Officer |
|4. ||Ms. Isha Sablok* ||Company Secretary |
|5. ||Ms. Anuja Jain** ||Company Secretary |
^Mr. Bhawani Prasad Mishra appointed as Managing Director with effect from May 262018.
Mr. Birendra Jee resigned from the post of Managing Director with effect fromMay 26 2018.
*Ms. Isha Sablok appointed for the post of Company Secretary with effect from 17November 2018 and resigned from the post of Company Secretary with effect from 30 April2019.
**Ms. Anuja Jain Appointed for the post of Company Secretary with effect from June 032019.
INDEPENDENT DIRECTORS DECLARATION
The Company has received the necessary declaration from each Independent Director inaccordance with Section 149 (7) of the Companies Act 2013 that he/she meets the criteriaof independence as provided in Section 149(6) of the Companies Act 2013 and Regulation 25of the Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015.
The Board met 10 (Ten) times during the year the details of which are provided in theCorporate Governance Report that forms part of this Annual Report. The intervening gapbetween the meetings was within the period prescribed under the Companies Act 2013 andthe Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015.
SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 mandates thatthe Board shall monitor and review the Board evaluation framework. The Board evaluated theeffectiveness of its functioning and that of the committees and of individual Directors byseeking their inputs on various aspects of Board/Committee governance such as the Boardcomposition and structure effectiveness of board processes active participation andcontribution of directors in the Board/Committee meetings and the fulfilment of Directorsobligation and their fiduciary responsibilities.
Further the Independent Directors at their meeting reviewed the performance of theBoard Chairman of the Board and of Non Executive Directors. The meeting also reviewed thecoordination between the Company management and the Board which is required for the Boardto effectively and reasonably perform their duties.
INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has an Internal Control System commensurate with the size scale andcomplexity of its operations. To maintain its objectivity and independence the internalaudit function reports to the Chairman of the Audit Committee and all significant auditobservations and corrective actions are presented to the Committee.
STATUTORY AUDITORS AND AUDITORS REPORT
During the period under review M/s. A. C. Gupta & Associates CharteredAccountants has resigned as Statutory Auditors of the Company. Consequently the Board ofDirectors had approached M/s Arora & Choudhary Associates (Firm RegistrationNo.003870N) Chartered Accountants to act as the Statutory Auditors of the Company tofill up casual vacancy caused due to the resignation of M/s. A. C. Gupta & Associates.The Board of Directors recommended Appointment of M/s Arora & Choudhary AssociatesChartered Accountants as Statutory Auditors of the Company for the Financial Year2018-2019 and the same has approved their re-appointment till the ensuring Annual GeneralMeeting (i.e. 14th AGM) by Members.
The proposal for their re-appointment is included in the notice for Annual GeneralMeeting sent herewith.
The Company has received a consent letter from the statutory auditors for theirappointment and a certificate from them that their re-appointment if made shall be inaccordance with the conditions as prescribed under the Companies Act 2013 and that theyare not disqualified for appointment.
The Auditor's Report does not contain any qualifications reservations or adverseremarks. The Report is attached hereto and is self-explanatory requiring no furtherelucidation.
There is no fraud in the Company during the financial statements ended 31st March2019this is also being supported by the report of the auditors of the Company as no fraud hasbeen reported in their audit report for the financial statements ended 31st March2019.
Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed M/s K. Rahul & Associates Company Secretaries to undertake theSecretarial Audit of the Company. The Report of the Secretarial Audit in Form MR 3 for theFinancial Year ended March 31 2019 is annexed as Annexure II to the Report. Theobservations of Secretarial Auditor of the Company are put in their Report for theFinancial Year ended March 31 2019 are self explanatory.
SECRETARIAL COMPALIANCE REPORT
Pursuant to the provisions of Regulation 24A of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 M/s K. Rahul & Associates CompanySecretaries in practice has given the Secretarial Compliance Report of the Company for thefinancial year 2018-19. The Report of the Secretarial Compliance in prescribed format forthe period ended March 31 2019 is annexed as Annexure III to the Report.
As per Section 148 of the Companies Act 2013 the Company is required to have theaudit of its cost records conducted by a Cost Accountant in practice. In this connectionthe Board of Directors of the Company has on the recommendation of the Audit Committeeapproved the appointment and remuneration of Mr. Yash Pal Sardana (Membership No.17996) a Practicing Cost Accountant as the Cost Auditor of the Company for the yearending 31 March 2019. The remuneration of the cost auditor is subject to ratification bythe members of the Company.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS
Disclosure on particulars relating to loans guarantees or investments under section186 of the Companies Act 2013 have been provided as part of the financial statements.
TRANSACTIONS WITH RELATED PARTIES
In accordance with Section 134(3)(h) of the Companies Act 2013 read with Rule 8(2) ofCompanies (Accounts) Rules 2014 the particulars of contracts or arrangements withrelated parties referred to in Section 188(1) of the Companies Act 2013 in theprescribed Form AOC- 2 are attached as Annexure IV to this Report.
EXTRACT OF ANNUAL RETURN
In terms of Section 134(3) (a) of the Companies Act 2013 read with Rule 12(1) ofCompanies (Management & Administration) Rules 2014 the extract of Annual Return ofthe Company in Form MGT-9 is attached as Annexure V to this Report. Annual Reportis also available on the website on the Company.
ENERGY CONSERVATION TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The details as required under Section 134(3)(m) of the Companies Act 2013 read withRule 8(3) of Companies (Accounts) Rules 2014 regarding conservation of energytechnology absorption and foreign exchange earnings and outgo are attached as AnnexureVI to this Report.
MANAGEMENT DISCUSSION & ANALYSIS REPORT
A detailed review of operations performance and future outlook of the Company is givenseparately under head "Management Discussion and Analysis Report" & formspart of this report.
Details of the Familiarization Programme of the independent directors are available onthe website of the Company (http://www.oclsteel.in/investors.php). Policy on dealingrelated party transactions is available on the website of the Company(http://www.oclsteel.in/investors.php).
The Company has formulated and published a Whistle Blower Policy to provide VigilMechanism for employees including directors of the Company to report genuine concerns. Theprovisions of this policy are in line with the provisions of the Section 177(9) of the Actand as per SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015(URLhttp://www.oclsteel.in/ investors.php)
COMMITTEES OF THE BOARD
The Company's Board has the following Committees:
1. Audit Committee
2. Nomination and Remuneration Committee
3. Stakeholders Relationship Committee
4. Corporate Social Responsibility Committee
The details of the membership and attendance at the meetings of the above Committees ofthe board are provided in the Corporate Governance section of the annual report.
POLICY ON DIRECTOR'S APPOINTMENT AND REMUNERATION
Pursuant to Section 134(3) & 178(3) of the Companies Act 2013 the Nomination andRemuneration Committee of the Board has framed a policy for selection and appointment ofDirectors and senior management personnel which inter alia includes the criteria fordetermining qualifications positive attributes and independence of a Director(s)/Keymanagerial personnel and their remuneration. Details of the policy on appointment andremuneration are available on the website of the Company (URL:http://www.oclsteel.in/investors.php)
CORPORATE SOCIAL RESPONSIBILITY
A brief outline of the Corporate Social Responsibility Policy of the Company and theinitiatives undertaken by the Company on CSR activities during the year are set out in AnnexureVII of this report as per the format prescribed in the Companies (Corporate SocialResponsibility Policy) Rules 2014. The composition of CSR committee and other relateddetails are provided in the Corporate Governance section forming part of this Report. Thepolicy is available on the website of the Company. (URL:http://www.oclsteel.in/investors.php)
The Audit Committee was re-constituted by the Board of Directors. The Composition ofAudit Committee as on date is as follows:
|NAME OF MEMBERS ||DESISGNATION |
|Mr. Sanjay Tiku ||Chairman |
|Mr. Mahesh Chand Agrawal^ ||Member |
|Mr. Bhawani Prasad Mishra ||Member |
|Mr. Rambabu Singh Tomar^^ ||Member |
Further ^Mr. Mahesh Chand Agrawal Member of Audit Committee resigned from the committeeof the Company with effect from December 15 2018.
Mr. Rambabu Singh Tomar appointed in Audit committee with effect from December 152018.
The Company Secretary of the Company is the secretary of the Committee. The Board ofDirectors has accepted all the recommendations of the Audit Committee.
The Company has in place a vigil mechanism in the form of Whistle Blower Policy. Itaims at providing avenues for employees to raise complaints and to receive feedback on anyaction taken and seeks to reassure the employees that they will be protected againstvictimization and for any whistle blowing conducted by them in good faith. The policy isintended to encourage and enable the employees of the Company to raise serious concernswithin the organization rather than overlooking a problem or handling it externally.
The Company is committed to the highest possible standard of openness probity andaccountability. It contains safeguards to protect any person who uses the Vigil Mechanismby raising any concern in good faith. The Company protects the identity of the whistleblower if the whistle blower so desires however the whistle blower needs to attend anydisciplinary hearing or proceedings as may be required for investigation of the complaint.The mechanism provides for a detailed complaint and investigation process.
If circumstances so require the employee can make a complaint directly to the Chairmanof the Audit Committee. The Company also provides a platform to its employees for havingdirect access to the Chairman of the Audit Committee in appropriate or exceptional cases.The Company Secretary is the Compliance Officer of the Vigil Mechanism Committee. Theconfidentiality of those reporting violations is maintained and they are not subjected toany discriminatory practice.
The Company has developed and implemented a Risk Management Policy. The details ofelements of risk and mitigation measures are provided in the Management Discussion andAnalysis section of the Annual Report.
POLICY FOR PREVENTION PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT OF WOMEN ATWORKPLACE
The Company continues to follow a robust policy on 'Prevention Prohibition andRedressal of Sexual Harassment of Women at Workplace'. The Internal Committee wasconstituted as per the requirements of The Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013. During the financial year under reviewno case was reported. The Company continues to promote the cause of women colleaguesall-women's forum for experience sharing creating awareness on women's safety/ relatedissues celebrating important days dedicated to women and organizing workshops on gendersensitivity.
PARTICULARS OF EMPLOYEES
(a) The ratio of remuneration of each director to the median of employees' remunerationas per Section 197(12) of the Companies Act 2013 read with Rule 5(1) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 forms part of theBoard's report Annexure - VIII.
(b) The Particulars of employees as required in terms of the provisions of Section 197read with Rules 5 (2)& (3) of the Companies (Appointment and Remuneration ofManagerial Personnel) rules 2014 are also included in Annexure - VIII to this Report.
During the year under review the Company has not accepted any deposits from publicmembers or employees under the Companies Act 2013 and as such no amount of principal orinterest on public deposits was outstanding as on the date of balance sheet.
SIGNIFICANT AND MATERIAL ORDERS
No significant and material orders have been passed by any regulators or courts ortribunals impacting the going concern status and Company's operations in future.
DEMATERIALISATION AND LISTING
The equity shares of the Company are admitted to the depository system of NationalSecurities Depository Limited (NSDL) and Central Depository Services (India) Limited(CDSL). As on 31st March 2019 130713502 Equity Shares representing 97.44% ofthe Equity Share Capital of the Company are in dematerialized form. The Equity Shares ofthe Company are compulsorily traded in dematerialized form as mandated by the Securitiesand Exchange Board of India (SEBI). The International Securities Identification Number(ISIN) allotted to the Company with respect to its Equity Shares is INE 196J01019.
The Equity Shares of the Company are listed on BSE Limited and National Stock Exchangeof India Limited and are actively traded.
LISTING AT SOCK EXCHANGE
The Equity Shares of Company are listed on BSE Limited and the National Stock Exchangeof India Limited and are actively traded. The Company has already paid the annual listingfee to the concerned Stock Exchanges for the year 2019-20.
RECONCILIATION OF SHARE CAPITAL AUDIT
As per the directive of the Securities & Exchange Board of India M/s S. Khurana& Associates Company Secretaries New Delhi undertook the Reconciliation of ShareCapital Audit on a quarterly basis. The purpose of the audit is to reconcile the totalnumber of shares held in National Securities Depository Limited (NSDL) Central DepositoryServices (India) Limited (CDSL) and in physical form with respect to admitted issued andpaid up capital of the Company.
The reconciliation of Share Capital Audit Report as submitted by M/s S. Khurana &Associates Company Secretaries New Delhi on quarterly basis was forwarded to the BSELimited and National Stock Exchange of India Limited where the Equity Shares of theCompany are listed.
During the year under review the relations between the Management and the workmen werehighly cordial. Human resources initiatives such as skill up gradation trainingappropriate reward & recognition systems and productivity improvement were the keyfocus areas for development of the employees of the Company.
Your Company always endeavours to promptly respond to members' requests/grievances.Each and every issue raised by the members is taken up with utmost priority and everyeffort is made to resolve the same at the earliest. The Stakeholders RelationshipCommittee of the Board periodically reviews the status of the redressed of investors'grievances.
Your Directors wish to place on record the sincere and dedicated efforts of all theemployee of the Company. Your Directors also take this opportunity to offer their sincerethanks to the Financial Institutions Banks and other Government Agencies valuedcustomers investors and all the stakeholders for their continued support co-operationand assistance.
| ||BY ORDER OF THE BOARD |
| ||FOR OCL IRON AND STEEL LIMITED |
| ||Sd/- |
|Place : New Delhi India ||Sanjay Tiku |
|Dated : September 05 2019 ||Chairman |
| ||DIN:00300566 |