To the members
Your Directors are pleased to present the 39th Annual Report along with the AuditedAnnual Financial Statements (including Audited Consolidated Financial Statements) of theCompany for the Financial Year ended March 31 2019.
1. SUMMARY OF FINANCIAL RESULTS
(Rs in lakhs)
|Particulars ||For the year ended March 31 2019 ||For the year ended March 31 2018 |
|Net Sales/Income from Operations ||38763.86 ||33202.51 |
|Other Income ||940.12 ||543.97 |
|Total Revenue ||39703.98 ||33746.48 |
|Profit/(Loss) Before Taxation ||10257.48 ||7963.31 |
|Provision for Taxation * ||(2883.34) ||(2288.30) |
|Profit/(Loss) after Taxation ||7374.14 ||5675.01 |
|Other Comprehensive Income(Net of Tax) ||90.92 ||57.75 |
|Amount Available for Appropriation ||38408.92 ||32273.98 |
|Appropriation: || || |
|Interim Dividend on Equity Shares ||411.15 ||308.88 |
|Tax on Interim Dividend ||84.66 ||62.88 |
|Final Dividend for Previous Year ||720.72 ||720.72 |
|Tax on Final Dividend ||148.15 ||146.72 |
|Balance Carried to Balance Sheet ||37044.24 ||31034.78 |
* Including B(807.53 lakhs) Deferred Tax (Previous year B(596.11 lakhs)).
Your Directors are pleased to recommend Final Dividend of 80% on 9990092 EquityShares (B8/- per share of B10 each) which is subject to the approval of Shareholders inthe ensuing Annual General Meeting. With this the total dividend for the year includinginterim dividend of 40% comes to 120%..
The second phase of (5500MTPA) expansion of Insoluble Sulphur at Mundra Gujarat wascommissioned in July 2018.
The Company achieved a revenue growth of about 15% in Insoluble Sulphur during theyear. The additional quantities are being sold by meeting the increased demand in existingcustomer and addition of new geographies. Margins grew during the year mainly on accountof favourable exchange rate even after absorbing the increase in Raw Material pricesduring the year.
The newly commissioned line at Mundra is expected to be ramped-up fully during thecurrent financial year.
Sulphuric Acid & Oleum
The performance of Acid and Oleum was very good due to all time high margins on accountof robust demand for the same in North India.
With all major global tyre companies in expansion mode the outlook for the sales ofour product looks positive. Investments in tyre industry are majorly happening in SouthEast Asia India USA and Central Europe. These regions will be engines of growth for theindustry. For the Company also these will be focus regions in future. The Company hasapprovals from some of the major tyre companies around the world and volumes are expectedto grow as these companies execute their growth plans. Further some new approvals are alsoexpected to come soon which will further add to our sales.
We have been successful in starting and growing sales in US market which is againlooking up on account of curbs placed on Chinese tyre imports by US. Response for theCompany's products in this market has been good and it also offers a sufficient head roomfor growth. Apart from US South East Asia looks promising where we are expecting sales togrow on account of some expected new approvals and additional plants being allocated byour existing customers.
The growth in the Indian market is expected to be high on the back of aggressiveexpansion plans of domestic tyre companies. The Company therefore expects to maintainhigh growth rate in domestic market.
Keeping the above opportunities in mind the Board of Directors has approved abrownfield capacity expansion of Insoluble Sulphur at its existing facilities inDharuhera Haryana at estimated cost of B216 Crores. The Expansion shall be in two phasesof 5500 MTPA each. The first phase of expansion is expected to be commissioned in thethird quarter of FY 20-21.
Sulphuric Acid & Oleum
The Demand of Acid continues to be normal. Contributions are expected to be underpressure going forward as two more plants of Sulphuric Acid (with combined capacity ofabout 250 MTPA) are being commissioned during the year in North India.
Along with the capacity expansion of Insoluble Sulphur the Board has approved theexpansion of Sulphuric Acid Production mainly with the view of providing steam for theInsoluble Sulphur Capacities.
4. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has in place an established internal control system including internalfinancial Controls designed to ensure proper recording of financial and operationalinformation compliance of various internal controls and other regulatory and statutorycompliances. Self-certification exercise is also conducted by which senior managementcertifies effectiveness of the internal control system of the Company. Internal Audit isconducted throughout the organization by qualified outside Internal Auditors. Findings ofthe internal Audit Report are reviewed by the top Management and by the Audit Committee ofthe Board and proper follow up actions are ensured wherever required. The StatutoryAuditors have evaluated the system of internal controls including internal financialcontrol of the Company and have reported that the same are adequate and commensurate withthe size of the Company and nature of its business.
5. CHANGE IN THE NATURE OF BUSINESS
There was no change in the nature of the business of the Company during the year. TheCompany has only one subsidiary namely Duncan Engineering Ltd (formerly known as SchraderDuncan Limited).
There were no significant and material orders passed by regulators or courts ortribunals impacting the going concern status and Company's operations in future. Therewere no material changes and commitments affecting the financial position of the Companyoccurring between March 31 2019 and the date of this report.
6. EXTRACT OF ANNUAL RETURN
In accordance with Section 134(3)(a) of the Companies Act 2013 read with Section92(3) an extract of Annual Return in the prescribed format i.e. Form MGT-9 is annexed asAnnexure A which forms an integral part of this Report and is also available on theCompany's website viz. www.occlindia.com.
7. INSIDER TRADING REGULATIONS
Based on the requirements under the SEBI (Prohibition of Insider Trading) Regulations2015 as amended from time to time the Code of Conduct for prevention of insider tradingis in force in your Company. The Board of Directors of the Company has adopted the revisedCode of Practices and Procedures for Fair Disclosure of Unpublished Price SensitiveInformation in compliance with Chapter IV of the said Regulations and the same has beenuploaded on the Company's website www. occlindia.com.
8. SHARE CAPITAL
The paid up Equity Share Capital as on March 31 2019 was B99900920/- (Rupees NineCrore Ninety Nine Lakh Nine
Hundred Twenty Only) divided into 9990092 equity shares of B10/- each. During theyear under review the Company has not issued or allotted any securities. During the yearthere was a reduction in the paid up equity share capital from B102960620/- toB99900920/- on account of buyback of equity shares.
9. BUYBACK OF SHARES
During the year 2018-19 the Board of Directors of your Company at their meeting heldon November 01 2018 approved the buyback of the Company's fully paid-up equity shares ofthe face value of B10 each at a maximum price of B1150/- Per Share up to total amount ofbuyback of B35 crores (Rupees thirty five crores only) from its members/beneficial ownersother than those who are promoters or persons in control of the Company and the promotergroup from the open market through the stock exchange mechanism i.e. using the electronictrading facilities of the BSE Limited and the National Stock Exchange of India Limitedwhere the equity shares are listed in accordance and consonance with the provisionscontained in the Companies Act 2013 (Act) and the provisions contained in the Securitiesand Exchange Board of India (Buy Back of Securities) Regulations 2018 (BuybackRegulations).
The buyback commenced on November 14 2018 and closed on February 27 2019. The Companybought back 305970 equity shares at an average price of B1143/- per equity share for atotal consideration of B349724253.85 (Rupees Thirty Four Crores Ninety Seven lakhsTwenty Four Thousand Two Hundred Fifty Three and Paisa Eighty Five Only) (excludingTransaction Costs) which represents 99.92% of the total approved amount of B35 Crores(Rupees Thirty Five Crores) towards Buy Back.
10. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS &OUTGO
As required under Section 134(3) (m) of the Companies Act 2013 read with Rule 8(3) ofthe Companies (Accounts) Rules 2014 the information relating to conservation of energytechnology absorption and foreign exchange earnings and outgo is annexed to this Report asAnnexure B.
11. RESEARCH & DEVELOPMENT
Research & Development is fundamental to the Company's efforts to maintain thetechnical and quality edge for the product. A full in-house Research & Developmentteam works on continuous basis to improve the quality of product and its properties. NewGrades are also being developed to meet customers varied requirements. Research in theareas of reducing utility cost and process parameters improvement is also being done. Helpof accredited independent laboratories is also taken as and when required for studying andevolving critical parameters.
The Company's Research and Development Facility is approved by Department of Scientificand Industrial Research Ministry of Science and Technology Government of India.
The R&D lab is regularly augmented by acquiring state of the art analytical andprocess equipments to help in faster and detailed analysis. Further pilot plants asrequired are being set up to validate the research findings. The details of some specificR&D activities carried out and benefits derived out of them have been annexed to thisreport.
12. POLLUTION CONTROL
Your Company's Plants have all the requisite Pollution Control Equipments and meets allthe desired and statutory norms in this regard. The Insoluble Sulphur Units of the Companyenjoys ISO-TS 16949:2009 EMS14001-2004 and OHSAS18001:2007 Certification. The Company hasstarted using Natural Gas in place of Furnace Oil and other liquid fuels at its DharuheraPlant thus helping in reduction of pollution.
13. STATUTORY AUDITORS AND AUDIT REPORT
Messrs S S Kothari Mehta & Co. Chartered Accountants were appointed as Auditorsof the Company for tenure of five years i.e. from the conclusion of 37th Annual GeneralMeeting till the conclusion of the 42nd Annual General Meeting of the Company. TheAuditors have confirmed their eligibility and qualification under Section 141 of CompaniesAct 2013. As regards the comments in the Auditors' Report the relevant notes in theAccounts are self-explanatory and may be treated as information/ explanation submitted bythe Board as contemplated under provisions of the Companies Act 2013.
14. SECRETARIAL AUDIT
In compliance with the provisions of Sec 204 and other applicable provisions ofCompanies Act 2013 a Secretarial Audit was conducted during the year by SecretarialAuditors M/s. S. Rath & Co. The Secretarial Auditor's Report for the Financial Yearended March 31 2019 is attached as Annexure C and form part of this report. Thereare no qualifications or observations or remarks made by the Secretarial Auditors in theirAudit Report.
15. COST AUDIT
Pursuant to Section 148 of the Companies Act 2013 read with the Companies (CostRecords and Audit) Amendment Rules 2014 the cost audit records maintained by the Companyrelating to insoluble Sulphur plants located at Dharuhera Haryana is required to beaudited. Your Board had on recommendation of the Audit Committee appointed Messrs J KKabra & Co. Cost Accountants to audit the cost accounts of the Company for thefinancial year 2018-19. The Cost Audit Report for the year ended March 31 2018 has beensubmitted to the Ministry of Corporate Affairs within stipulated time period.
Messrs J K Kabra & Co. Cost Accountants has been appointed as Cost Auditor of theCompany by the Board on recommendation of the Audit Committee to carry out the requisitecost audit for the financial year 2019-20 on a remuneration of B1.4 lakhs.
As required under the Companies Act 2013 the remuneration payable to Cost Auditors isrequired to be placed before the members in a General Meeting for their ratification.Accordingly a Resolution seeking member's ratification for remuneration payable to MessrsJ K Kabra & Co. Cost Auditors is included at item no. 4 of the Notice convening theAnnual General Meeting.
16. PUBLIC DEPOSITS
The Company has accepted B5770000/- (Rupees Fifty seven lakhs seventy thousand only)of Fixed Deposits including renewed Fixed Deposit from public during the year underreview.
Fixed Deposits from public outstanding with your Company at the end of the financialyear stood at B27105000/-. Out of this deposits aggregating to B288000/- due forrepayment on or before March 31 2019 were not claimed by the depositors by the said date.
There was no default on part of the Company in repayment of deposits or payment ofinterest thereon at the begining of the year and at the end of the year.
Deposits of B1295000/- and B10000/- though claimed and due for repayment werelying unpaid due to dispute between the joint beneficiary holders in the first case andinability to produce requisite documents by the beneficiaries in the second case. Thesedeposits along with interest of B427558/- thereon have been transferred to IEPF duringthe year as the depositors failed to reply or produce any documents for settlement intheir favour.
17. DIRECTORS' RESPONSIBILITY STATEMENT
To the best of your Director's knowledge and belief and according to the informationand explanations obtained your Directors make the following statements in terms of section134 (3)(c) of the Companies Act 2013:
i) that in the preparation of the annual financial statements for the year ended March31 2019 the applicable accounting standards have been followed along with properexplanation relating to material departures if any;
ii) the directors had 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 at the end of the financial year and theprofit and loss of the Company for that period;
iii) 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;
iv) that the annual financial statements have been prepared on a going concern basis;
v) that proper financial controls were in place and that the financial controls wereadequate and were operating effectively; and
vi) that systems to ensure compliance with the provisions of all applicable laws werein place and were adequate and operating effectively.
18. AUDIT COMMITTEE
The Audit Committee of the Board of Directors of the Company consists of Mr. O. P.Dubey as Chairman Mr. B. B. Tandon Mr. S. J. Khaitan and Mr. Akshat Goenka as Members.The Company Secretary is the Secretary of the Committee. The Managing Director ChiefFinancial Officer and Auditors are permanent invitees to the committee meetings. Thedetail of terms of reference of Audit Committee number and dates of meetings heldattendance of the directors and remunerations paid to them are given separately in theattached Corporate Governance Report. Your Company has a well structured Internal AuditSystem commensurate with its size and operations. During the year there were no instanceswhere the board had not accepted the recommendations of the Audit Committee.
19. STAKE HOLDER'S RELATIONSHIP COMMITTEE
The Company has a Stake Holder's Relationship Committee for reviewingShareholders/Investors complaints. The present members of this Committee are Mr. J. P.Goenka (Chairman) Mr. Arvind Goenka (Member) and Mr. S. J. Khaitan (Member). Thedetail of number and dates of meetings held attendance of the Directors and remunerationspaid to them are given separately in the attached Corporate Governance Report.
20. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE
The Corporate Social Responsibility Committee has Mr. S. J. Khaitan as ChairmanMr. K. Raghuraman and Mr. Arvind Goenka as members. The detail of terms of referencenumber and dates of meetings held attendance of the Directors and remunerations paid tothem are given separately in the attached Corporate Governance Report.
The Company recognizes that an effective practice of CSR is required giving dueconsideration to the welfare of the community environment and social structure that itoperates in and that of the country including focus welfare areas identified by the Stateand Central Governments. The CSR Committee of the Company has laid down the policy to meetthe Corporate Social Responsibility objectives of the Company.
The CSR Policy includes activities prescribed as CSR activity as per the Rules ofCompanies Act 2013. The main Focus areas taken in the policy are Education Health careand family welfare Environmental Safety contribution to any relief fund setup by theGovernment of India and any State Government.
B148.53 lakhs were spent on CSR activities and projects undertaken during the year. Thebrief outline of CSR Policy along with required disclosure is given in Annexure D and formpart of the Director's Report.
The detailed CSR policy of the Company is available on the website of the Company whichis www.occlindia.com.
21. NOMINATION AND REMUNERATION COMMITTEE
The Nomination and Remuneration Committee has Mr. O. P. Dubey as Chairman Mr. B. B.Tandon and Mr. K. Raghuraman as members. The detail of terms of reference of thisCommittee number and dates of meetings held attendance of the directors andremunerations paid to them and the brief outline of the Remuneration policy of the Companyare given separately in the attached Corporate Governance Report.
The approved Remuneration Policy of the Company is also available on the website of theCompany which is www. occlindia.com.
22. NUMBER OF MEETINGS OF THE BOARD
During the year four Board Meetings and four Audit Committee Meetings were convened andheld. The details of which are given in the Corporate Governance Report. The interveninggap between the Meetings was within the period prescribed under the Companies Act 2013..
23. POLICY ON DIRECTORS' APPOINTMENT
The Nomination and Remuneration Committee works with the Board to determine theappropriate characteristics skill and experience that are required of the members of theBoard. The members of the Board should possess the expertise skills and experience neededto manage and guide the Company in the right direction and to create value for allstakeholders. The members of the Board will need to consist of eminent persons of provencompetency and integrity with an established track record. Besides having financialliteracy experience leadership qualities and the ability to think strategically themembers are required to have a significant degree of commitment to the Company and shoulddevote adequate time in preparing for the Board meeting and attending the same. Themembers of the Board of Directors are required to possess the education expertise skillsand experience in various sectors and industries needed to manage and guide the Company.The members are also required to look at strategic planning and policy formulations.
The members of the Board should not be related to any executive or independent directorof the Company or any of its subsidiaries. They are not expected to hold any executive orindependent positions in any entity that is in direct competition with the Company. Boardmembers are expected to attend and participate in the meetings of the Board and itsCommittees as relevant. They are also expected to ensure that their other commitments donot interfere with the responsibilities they have by virtue of being a member of the Boardof the Company. While reappointing Directors on the Board and Committees of the Board thecontribution and attendance record of the Director concerned shall be considered inrespect of such reappointment. The Independent Directors shall hold office as a member ofthe Board for a maximum term as per the provisions of the Companies Act 2013 and therules made thereunder in this regard from time to time and in accordance with theprovisions of the Listing Regulations. The appointment of Directors shall be formalisedthrough a letter of appointment.
The Executive Directors with the prior approval of the Board may serve on the Boardof any other entity if there is no conflict of interest with the business of the Company.
24. BOARD EVALUATION
Pursuant to the provisions of the Companies Act 2013 and Regulation 25(3) & (4) ofthe SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 theIndependent Directors in their meeting held on January 31 2019 have evaluated thePerformance of Non-Independent Directors Chairperson of the Company after considering theviews of the Executive and Non-Executive Directors Board as a whole assessed the qualityquantity and timeliness of flow of information between the Company's Management and theBoard. The Nomination and Remuneration Committee has also carried out evaluation ofperformance of every Director of the Company. On the basis of evaluation made by theIndependent Directors and the Nomination and Remuneration Committee and by way ofindividual and collective feedback from the Non-Independent Directors the Board hascarried out the Annual Performance Evaluation of the Directors individually as well asevaluation of the working of the Board as a whole and Committees of the Board. The mannerin which the evaluation has been carried out is explained in the Corporate GovernanceReport.
The Independent Directors are regularly updated on industry & market trends plantprocess and operational performance of the Company etc. through presentations in thisregard and periodic plant visits. They are also periodically kept aware of the latestdevelopments in the Corporate Governance their duties as directors and relevant laws.
In accordance with the provisions of Section 152 of the Companies Act 2013 and theArticle of Association of the Company Mr. H S Shashikumar is due to retire by rotation atthe forthcoming Annual General Meeting and being eligible offer himself for appointment.
The current tenure of Mr. O. P. Dubey Mr. B. B. Tandon Mr. S. J. Khaitan and Mr. K.Raghuraman Independent Directors of the Company are expiring on conclusion of 39th AnnualGeneral Meeting of the Company i.e. July 26 2019. The Nomination and RemunerationCommittee and the Board of your Company recommended the appointment of Mr. O. P. DubeyMr. B. B. Tandon Mr. S. J. Khaitan and Mr. K. Raghuraman as Independent Directors of theCompany for their 2nd term of 5 (five) consecutive years with effect from July 30 2019with the approval of Members in the ensuing Annual General Meeting of the Company. Thebrief profile and other information of the Directors seeking re-appointment as requiredunder Regulation 36 of SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 has been given in the Notice convening the ensuing Annual General Meeting of theCompany. None of Directors of the Company are disqualified as per applicable provisions ofthe Act.
Appointment of directors is made in accordance with the Policy on Selection &Remuneration of Directors Key Managerial Personnel and other employees and on BoardDiversity as recommended by the Nomination & Remuneration Committee and approved bythe Board of Directors.
Declaration by Independent Directors
The Company has received declarations from all the Independent Directors of the Companyconfirming that they meet the criteria of independence prescribed both under the Act andRegulation 16 of the Listing Regulations.
Separate Meeting of Independent Directors
Details of the separate meeting of Independent Directors held in terms of Schedule IVof the Act and Regulation 25(3) of the Listing Regulations are given in the CorporateGovernance Report.
26. PARTICULARS OF EMPLOYEES AND KEY MANAGERIAL PERSONNEL (KMP)
The following four persons are the Key Managerial Personnel of the Company as per theprovisions of Sec 203 of the Companies Act 2013.
a) Mr. Arvind Goenka Managing Director b) Mr. Akshat Goenka Jt. Managing Director c)Mr. Anurag Jain Chief Financial Officer d) Mr. Pranab Kumar Maity Company Secretary
Mr. Akshat Goenka Joint Managing Director of the Company who is also serving asManaging Director of Duncan Engineering Limited the Subsidiary of the Company received aremuneration of B12000/- and B19.75 Lacs as commission from the Subsidiary Company duringthe year 2018-19.
Pursuant to Sec 134(3) (q) read with Rule 5 of Companies (Appointment and Remunerationof Managerial Personnel) Rules 2014 a Report on Remuneration and other details of KeyManagerial Personnel and other Employees for the year ended March 31 2019 is annexed tothis report as Annexure E.
27. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS
Details of Loans Guarantees and Investments covered under the provisions of Section186 of the Companies Act 2013 are given in the notes to the Financial Statements.
28. CREDIT RATING
The Company's Credit Rating has been done by ICRA for Long Term and Short termborrowings including Fixed Deposit Programme. The current upgraded Credit Rating receivedfrom ICRA on July 17 2018 for fund based limits (B200 Crore) is (ICRA) A+ and fornon-fund based limits (B14 Crore) is (ICRA)
A1+. The Credit Rating for Fixed Deposit Programme (B5 Crore) is MAA-. ICRA has furtherassigned outlook for long term rating as Positive.
29. RELATED PARTY TRANSACTIONS
All related party transactions that were entered into during the financial year were onarms' length basis and were in the ordinary course of business. There are no materiallysignificant related party transactions made by the Company with Promoters Directors KeyManagerial Personnel or other designated persons which may have a potential conflict withthe interest of Company at large. All related party transactions are placed before theAudit Committee and given in the notes annexed to and forming part of this FinancialStatement. The approved policy on Related Party Transactions is also available on thewebsite of the Company www.occlindia.com.
30. TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND
The Company sends reminder letters to all members whose dividend are unclaimed so as toensure that they receive their rightful dues. Your Company has also uploaded on itswebsite www.occlindia.com information regarding unpaid/unclaimed dividend amounts lyingwith your Company.
During 2018-19 the unclaimed dividend amount of B502855/- and B508748/- towardsthe unpaid dividend account of the
Company for the financial year 2010-11 (Final Dividend) and 2011-12 (Interim Dividend)was transferred to Investor Education and Protection Fund. The said amount had remainedunclaimed for seven years despite reminder letters having been sent to each of themembers concerned.
Pursuant to Section 124(6) of the Companies Act 2013 and the Investor Education andProtection Fund Authority (Accounting Audit Transfer and Refund) Rules 2016 and itsamendments all shares in respect of which dividend has not been paid or claimed for sevenconsecutive years or more shall be transferred by the Company in the demat account ofInvestor Education and Protection Fund ("IEPF") Authority (the"Authority") as per the procedure mentioned in the said Rules. Accordingly yourCompany has transferred 4972 equity shares to the demat account of the Authority and interms of the said Rules. All benefits accruing on such shares viz. bonus shares splitconsolidation fraction shares etc. except the right issue shall also be credited to suchdemat account.
Members may note that unclaimed dividend and shares transferred to the demat account ofthe Authority can be claimed back by them from IEPF Authority by following the procedurementioned in the said Rules.
31. RISK MANAGEMENT
As a policy the Company has identified key risk concern/areas. The assessment of eachrisk area is done on quarterly basis. Following are the main concern/risk related to theCompany:
Market Related Risk: mainly demand realisation and redundancy of the product.
Production Related Risk: mainly availability of inputs accident or break down in theplant and rejection of material by the customers.
Human Resources Risk: includes the risk of labour unrest high employee turnover ratioand lower productivity due to dissatisfaction of employees.
Revenue Risk: adverse exchange rate movement Govt. Policies and duty rates
Data and records: data loss fire Virus attack etc.
A Risk Management committee has been formed for the purpose of evaluation of Risks.
The Board and the Audit Committee also takes note of Risk management of the Company inevery quarter.
The Risk Assessment is also discussed in the Management Discussion and Analysis Report.
The Company has only one subsidiary namely Duncan Engineering Ltd (formerly known asSchrader Duncan Limited). A Statement in Form AOC -1 containing the salient features ofthe Subsidiary Company is attached to the Financial Statements in a separate section andforms part of this Report. The separate audited accounts of the Subsidiary Company isavailable on the website of the Company.
The Company's subsidiary registered a gross turnover of B4512.24 lakhs during thecurrent Financial Year against B4198.36 lakhs during FY 2017-18. The Subsidiary reporteda profit of B277.93 lakhs (Previous Year Profit B14.76 lakhs).
In accordance with the provisions of Section 129(3) of the Companies Act 2013 and theSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 a ConsolidatedFinancial Statements prepared by the Company in this Report include the financial resultsof the subsidiary company duly audited by the Statutory Auditors. The financial Statementsof the Subsidiary for the Financial Year ended March 31 2019 have been prepared inaccordance with the Indian Accounting Standards (Ind AS) notified under section 133 of theCompanies Act 2013 read with Companies (Accounts) Rule 2014. The Consolidated statementshave been prepared in accordance with the relevant Indian Accounting Standards (IndAS) asprescribed under the Companies Act 2013.
The Company does not have any material subsidiary in the immediately precedingaccounting year. However as per SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 SEBI has made it mandatory for all listed companies to formulate apolicy for determining material' subsidiaries. Accordingly a policy onmaterial' subsidiaries was formulated by the Audit Committee of the Board ofDirectors and same is also posted on the website of the Company and may be accessed at thelink http://www.occlindia.com/policies.htm
33. VIGIL MACHANISM POLICY
The Company has a Vigil Mechanism Policy to deal with instance of fraud andmismanagement if any. The details of the Vigil Mechanism Policy is explained in theCorporate Governance Report and also posted on the website of the Company.
34. COMPLIANCE OF SECRETARIAL STANDARDS
The Company has complied with the applicable Secretarial Standards issued by theInstitute of Company Secretaries of India.
35. CORPORATE GOVERNANCE
The report of the Board of Directors of your Company on Corporate Governance ispresented as a separate section titled Corporate Governance Report which forms a part ofthe Annual Report.
The composition of the Board the Audit Committee the Nomination and RemunerationCommittee the Stakeholders Relationship Committee the Corporate Social ResponsibilityCommittee and other Committees of the Board the number of meetings of the Board andCommittees of the Board and other matters are presented in the Corporate GovernanceReport.
A certificate from Mr. Sahadeb Rath of (Membership no. ACS13298 of M/s. S. Rath &Co. Practising Company Secretaries regarding compliance with the Corporate Governancerequirements as stipulated in the Securities Exchange Board of India (Listing Obligationsand Disclosure Requirements) Regulations 2015 ("Listing Regulations") whichforms part of the Annual Report.
36. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The Management Discussion and Analysis Report for the financial year 2018-19 pursuantto the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 is givenas a separate statement in the Annual Report.
37. CEO AND CFO CERTIFICATION
Pursuant to Regulation 17(8) of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 the CEO and CFO certification as specified in Part B ofSchedule II thereof is attached with the Annual Report. The Managing Director
& CEO and the Chief Financial Officer also provide quarterly certification onFinancial Results while placing the Financial Results before the Board in terms ofRegulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations2015.
38. CODE OF CONDUCT FOR DIRECTORS AND SENIOR MANAGEMENT PERSONNEL
The Code of Conduct for Directors and Senior Management Personnel is posted on theCompany's website. The Managing
Director & CEO of the Company has given a declaration that all Directors and SeniorManagement Personnel concerned affirmed compliance with the code of conduct with referenceto the financial year ended on March 31 2019. Declaration is attached with the AnnualReport.
39. FRAUD REPORTING
There was no fraud reported by the Auditors of the Company under Section 143(12) of theCompanies Act 2013 to the Audit Committee or the Board of Directors during the yearunder review.
40. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION& REDRESSAL) ACT 2013
The Company has in place an Anti-Sexual Harassment Policy line with the requirements ofthe Sexual Harassment of Women at Work place (Prevention Prohibition & Redressal)Act 2013. An internal committee has been setup to redress complaints received regardingsexual harassment. No complaints received during the year under review.
41. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS
/ COURTS / TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND THE COMPANY'S OPERATIONS INFUTURE
During the period under review there were no significant and material orders passed byany regulator / court / tribunal impacting the going concern status and the Company'soperations in future.
The Board places on record its appreciation of the support and assistance of variousBanks Government Agencies Suppliers valued Customers and the shareholders in particularand looks forward to their continued support. Relations between your Company and itsemployees remain cordial and the Directors wish to express their appreciation for theco-operation and dedication of all employees of the Company.
| ||On behalf of the Board of Directors || |
| ||Arvind Goenka ||O P Dubey |
|Place: Noida ||Managing Director ||Director |
|Date: May 10 2019 ||DIN-00135653 ||DIN-00228441 |