DIRECTORS' REPORT Your Directors have pleasure In presenting 21st Annual Report together with the Audited Financial Statements along with tie Report of Auditors for the year ended March 31rt, 2015. SHARE CAPITAL Your Company has converted the Unsecured Loan amounting Rs. 217,68,000/- (Rupees Two Crores Seventeen Lacs and Sixty Eight Thousand) Into 1088400 (3.5% optionally convertible) Preference Shares of Rs. 10/- each plus premium of Rs. 10/- each In lieu of such loan and Interest payable thereon amounting to Rs. 1,93,28,000/- (Rupees One Crore Ninety Three Lakhs Twenty Eight Thousand Only) to Srldhl Infra Private Limited and Rs. 24,40,000/-(Rupees Twenty Four Lacs Forty Thousand) to Xtrems Retails Limited. Therefore, Sridhi Infra Private Limited and Xtrems Retails Limited (from whom the loan was taken) became Preference Shareholders of our Company with effect from May 09,2014. Your Company has also sub-divided the Face Value of Equity Shares from Rs. 10/- each to Rs. S/- each, resulting into doubled Number of Shares i.e. 8263200 w.e.f. June 28,2014 (Record Date). For the purpose, an Extra-ordinary General Meeting was conducted on May 09, 2014 and shareholders' approval was received thereon. Now, the total paid-up share capital of the company Is Rs. 52,200,000/- [Equity Shares= 8263200*5= Rs. 41,316.000/-] [Preference Shares= 1088400*10= Rs. 10,884,000/-] DIVIDEND Due to losses Incurred by Company, your Directors have considered It financially prudent not to declare any dividend. Therefore, no dividend has been recommended for the year ended March 31", 2013. OPERATIONS REVIEW During the year under review, Che Income from operations Is Rs. 364.03 Lacs (Previous Yean Rs. 442.06 Lacs) registering a loss of 17.65%. Profit after Tax (PAT) has been a loss of Rs. 27.66 Lacs as compared to a profit of Rs. 10.86 Lacs In previous year. DIRECTOR'S RESPONSIBILITY STATEMENT As required under Section 134(3)(c) of the Companies Act, 2013, your Directors hereby state that 1. in the preparation of Annual Accounts for the financial year ended 31st March, 2015, the applicable Accounting Standards have been followed. There are no material departures from the applicable accounting standards; 1L the Directors have selected such accounting policies and applied them consistently and made Judgments and estimates chat are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for the year under review; in. the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; lv. the Directors had prepared the Annual Accounts for the year ended 31" March, 2015 on a going concern basis. v. the Directors had laid down Internal financial controls to be followed by the Company and that such Internal financial controls are adequate and were operating effectively; vL the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and chat such systems were adequate and operating effectively. DIRECTORS Pursuant to Section 149 of the Companies Act, 2013, Mrs. Rita Narula will retire at the ensuing Annual General Meeting and being eligible, seek re-appolntment In terms of provisions of the Companies Act, 2013, the existing Independent Director, namely, Ms. Bhavana Sampath Kumar was appointed as the Independent Director for a term of five (5) consecutive years up to March 31,2019 at the Annual General Meeting held on September 27,2014. Mr. Puneet Jain, Independent Director of Company resigned on June 26,2014. All Independent Directors have given declarations that they meet the criteria of Independence as laid down under Section 149(6) of the Companies Act, 2013. BOARD EVALUATION During the year, the Board adopted a formal mechanism for evaluating its performance and as well as that of its Committees and individual Directors, including the Chairman of the Board. Separate exercise was carried out to evaluate the performance of Non-independent Directors Including the Board chairman who were evaluated on parameters such as Key achievements. Short term and Long term targets, Challenges faced. Implementation of Strategic decisions, organizational performance, participation and attendance In Board and Committee meetings etc The evaluation of the Independent Directors was carried out by the entire Board and that of the Chairman and Non-independent Directors was carried out by the Independent Directors. Independent Directors were evaluated on the following parameters such as Attendance and participations in the Meetings and timely Inputs on the minutes of the meetings, adherence to ethical standards & code of conduct of Company and disclosure of n on-In dependence, as and when ft exists and disclosure of Interest, Interpersonal relations with other directors and management. Understanding of the Company and the external environment In which It operates and contribution to strategic direction, Safeguarding interest of whistle-blowers under vigil mechanism and Safeguard of confidential information. The Directors were satisfied with the evaluation results, which reflected the overall engagement of the Board and Its Committees with the Company. NOMINATION & REMUNERATION COMMITTEE The Board has, on the recommendation of the Nomination & Remuneration Committee, framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The policy is working hi accordance with the size and composition of Board/management of company. KEY MANAGERIAL PERSONNEL During the year under review, the Company has appointed Ms. Prattbha Anand as Company Secretary of me Company w.eJ\ August 14,2014 in order to comply with the provisions of Section 203 of Companies Act 2013. NUMBER QF BOARD MEETINGS The Board of Directors met 5 (Five) rimes tn Che year 2014-15. The details of Board Meetings and the attendance of the Directors are provided In the Corporate Governance Report. DEPOSITS Your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act 2013 and the Companies (Acceptance of Deposits) Rules, 2014 and no amount on account of principal or interest on public deposits was outstanding as on the date of balance sheet, RELATED PARTY TRANSACTIONS All related party transactions made during the financial year 2014-15 were on arm's length basis and were In the ordinary course of business. All Related Party Transactions are placed before the Audit Committee and also the Board for approval on quarterly basis, specifying the nature, value and terms St conditions of transactions. PARTICULARS QF LOANS, GUARANTEES OR INVESTMENTS The details of the loans, guarantees or Investments given or made by the Company as covered under Che provisions of Section 186 of the Companies Act, 2013 are given in the notes to the financial statements. POLICIES QF COMPANY Your company has posted the fallowing documents on its website www.orosil.com 1. Code of Conduct and Ethics 2. Whlstie Blower Policy 3. Code of Internal Procedures and Conduct for Regulating, Monitoring and Reporting of Trading by Insiders. CORPORATE GOVERNANCE Your Company has compiled with the Corporate Governance requirements as stipulated under Clause 49 of the Listing Agreement. Report on Corporate Governance together with a certificate from Company's Auditors are annexed hereto forming part of this report though not mandatory for our company as per the SEBI circular mentioned below: NON-APPLICABILITY OF CLAUSE 49 ON COMPANY With reference to SEBI Circular CIR/CFD/P0L1CY CELL/7/2014 dated September 15, 2014, please note that our company has paid up share capital (Equity- + Preference) of Rs. 52,200,000/- and Net Worth as on March 31,2015 is Rs, 32,721,000/- (approx.) Le. below the limit of Rs. 10 crore and Rs. 25 crore as prescribed In circular respectively. Accordingly, the provisions of Clause 49 are presently not applicable on our company w.ef. September 15,2014, MANAGEMENT DISCUSSION AND ANALYSIS A. Industry Structure and Development Your Company Is engaged In the manufacturing and sale of silver jewelry, gold Jewelry as well as plain and trading of Sliver Articles. The Company launched two brands by the name "Kuhjoul" and "Sincere" for semi-precious and precious stones studded In gold and silver. B. Opportunity and Threats Your Company foresees great opportunity In this line of business as the export markets as well as the domestic market are gaining momentum. The efforts put In by the management by Introducing the affordable sliver & gold jewelry specially targeted to the working class women may reap benefits in the long run. C Risk and Concern The prices of the precious metals Is the only matter of concern for the Company otherwise there Is no other risk as the global market is picking up and Jewelry is always a value addruon- D. INTERNAL CONTROL SYSTEMS AND THEIR. ADEQUACY Your Company has maintained a proper and adequate system of Internal controls, This ensures that all Assets are safeguarded and protected against loss from unauthorized use or disposition. The Audit Committee and Independent Internal Auditors regularly review the operating systems and procedures for efficiency and effectiveness. Your company's Internal control systems do commensurate with the nature and size of its business operations. EXTRACT OF ANNUAL RETURN The details forming part of the extract of the Annual Return In Form M6T-9. as required under Section 92 of the Companies Act, 2013, are annexed herewith as "Annexure-A". SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS There are no significant material orders passed by Che Regulators/Courts which would Impact Chagrin concern status of the Company and Its future operations. CONSERVATION QF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO There are no particulars as required under section 134 of the Companies Act, 2013 read with Rule 8(3) read with Companies (Accounts) Rules, 2014 relating to conservaUon of energy, research & development, technology absorption. Expenditure in Foreign Currency is NIL (Previous Year Rs. 7,547) Earnings in Foreign Currency is Rs. 406,671 (Previous Year Rs. 336,899). PARTICULARS QF EMPLOYEES In accordance with Section 197(12) of the Companies Act, 2013 read with rule 5(2} of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, there are no employees in receipt of remuneration exceeding the limits prescribed therein. I. Mr. BJC Narula, Managing Director of Company is receiving rupee one as a monthly salary with no other allowance. II. Mrs. Rita Narula, Whole Time Director of Company Is receiving rupees forty five thousand per month with no other allowance & beneflts. iiL Ms Pratibha Anand, Company Secretary is receiving rupees twenty thousand per month with no other benefits. MATERIAL CHANGES AND COMMITMENTS, if any, affecting the financial position of the company occurred between the end of the financial year to which this financial statements relate and the date of the report No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which this financial statements relate and the date of this report. AUDITORS Pursuant to the provisions of Section 139 of the Act and the rules framed there under, M/s Aggarwal Aman & Associates, Chartered Accountants, were appointed as statutory auditors of the Company from the conclusion of the 20* Annual General Meeting (AGM) of the Company held on 27* September, 2014 for a term of five consecutive years subject to ratification by members at every AGM. SECRETARIAL AUDITOR The Board had appointed Ms, Navneet Kaur, Practicing Company Secretary, of M/s. N. K. Chandok & Associates (COP No. 12930) to conduct Secretarial Audit for the financial year 2014-15. The Secretarial Audit Report for the financial year ended March 31,2015 Is annexed herewith marked asftnnexure B*to this Report COMMENTS QN AUDITORS REPORT There are no qualification, reservation or adverse remark or disclaimer made I. by the auditor In his report; and ii. by the company secretary in practice in bis secretarial audit report. LISTINC- QF SHARES The Equity Shares of the Company are listed at the Bombay Stock Exchange Limited. The Annual Listing Fee for the financial year 2014-15 has been paid to the Stock Exchange where the Shares of the Company are listed. ACKNOWLEDGEMENT We place on record our sincere appreciation to the employees of the Company at all levels for their co-operation and dedicated services. We also thank all our customers and suppliers who are always co-operative. We also express our sincere thanks to Bankers, Financial Institutions and the Shareholders for their continued support. By order of the Board For OROSIL SMITHS INDIA LIMITED Sd/-R. K. Narula Managing Director DIN: 00003629 Place : New Delhl Date : August 10, 2015 |