DIRECTORS’ REPORT To The Members, Your Directors have pleasure in submitting the 71st Annual Report of the Company together with the Audited Statements of Accounts for the year ended 31st March, 2015 Corporate Overview: The Oriental Industrial Investment Corporation Limited has been dormant for all these years and is now willing to take up gradually the business advisory services and management consulting for small and medium business enterprises as its main stream revenue source. 2. COMPANY’S PERFORMANCE The Company started advisory services, however, has incurred losses on account of the administrative and other costs. 3. DIVIDEND No Dividend was declared for the current financial year. 4. TRANSFER TO RESERVES There is no Transfer to the Reserves during the year under report. 5. MATERIAL CHANGES AND COMMITMENT 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 on the date of this report 6. HUMAN RESOURCE MANAGEMENT During the year company is not in active operation, personnel are employed to complete legal compliance work. 7. SEXUAL HARASSMENT AT WORKPLACE The company has zero tolerance for sexual harassment at work place and has adopted a policy in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the year company has received no such complaints. 8. STATE OF COMPANY’S AFFAIR During the year company is not in active operation. 9. DIRECTORS RESPONSIBILITY STATEMENT In accordance with the provisions of Section 134(5) of the Companies Act, 2013 the Board hereby submit its responsibility Statement:— (a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures; (b) the directors had 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 at the end of the financial year and of the profit and loss of the company for that period; (c) the directors had 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; (d) the directors had prepared the annual accounts on a going concern basis; and (e) the directors, in the case of a listed company, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively Internal financial control means the policies and procedures adopted by the Company for ensuring the orderly and efficient conduct of its business including adherence to Company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial information. (f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively 11. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW The Company had 4 Board meetings during the financial year under review. 12. COMMITTEES OF THE BOARD The Company has three Committees viz. Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee. 13. BOARD EVALUATION The board of directors has carried out an annual evaluation of its own performance, Board committees and individual directors pursuant to the provisions of the Act. The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of the criteria such as the Board composition and structure, effectiveness of board processes, information and functioning, etc. The Board and the Nomination / Remuneration / Compensation Committee (“NRC”) reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the Board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the Chairman was also evaluated on the key aspects of his role. In a separate meeting of independent directors, performance of non-independent directors, performance of the board as a whole and performance of the Chairman was evaluated, taking into account the views of executive directors and non-executive directors. The same was discussed in the board meeting that followed the meeting of the independent directors, at which the performance of the Board, its committees and individual directors was also discussed 14. POLICY ON DIRECTOR’S APPOINTMENT AND REMUNERATION AND OTHER DETAILS Mr. Ghulam Mohammed Ghouse was appointed as Additional Director on 16th January, 2015 and holds the said office till the date of the ensuing Annual General Meeting. Regularization of the said appointment shall be made in the ensuing Annual General Meeting. The Company’s policy on directors’ appointment and remuneration and other matters provided in Section 178(3) of the Act are in accordance with the relevant provisions of the Companies Act, 2013. 15 & 16. AUDITORS Statutory Auditors Pursuant to the provisions of Section 139 of the Act and the rules framed there under, M/s. D.P. Agarwal & Co., Chartered Accountants, were appointed as statutory auditors of the Company from the conclusion of the70th Annual General Meeting (AGM) of the Company held on September 30, 2014 till the conclusion of the 75th AGM to be held in the year 2019, subject to ratification of their appointment at every AGM. Secretarial Auditors M/s. H V Gor & Co, Practicing Company Secretaries were appointed to conduct Secretarial Audit of the Company for the financial year 2014-15, as required under Section 204 of the Companies act, 2013 and Rules there under. 17. AUDITORS REPORT AND SECRETARIAL AUDITORS REPORT : The auditors’ report does not contain any qualifications, reservations or adverse remarks. Report of the secretarial auditor is given as an annexure which forms part of this report. With respect to the observation by the Secretarial Auditor in the Secretarial Audit Report the management has the Following explanation: For Remark No. 1 : Oriental Industrial Investment Corporation Limited is sick and virtually in-operative and also the trading of company is suspended on BSE due to this quarterly and annual compliance were not done and the Company is with no resources at present to pay the various obligations. The management of the company is in the process of mobilizing the resources and to regularize the various dues payment and compliances and expects to tie up for the resources and requirements in the coming year and hence started working on revocation of suspension on BSE. For Remark No. 2, 5 & 7 : The Company has been defaulted in filing of e-forms DIR-12, MGT-15 and MGT-14 due to genuine oversight on its part. However the Company has taken a recourse action in removing the default and shall clear it at the earliest. The Company also ensures that there was no mala fide intention behind the non-filing of such forms For Remark 3, 4 and 6 : The Company has been inviting the application for making such appointments and the company has not yet come across a suitable candidature. The Company is in the process of making such suitable appointments in order to comply with law. 18. RISK MANAGEMENT The Board of the Company has formed a risk management committee to frame, implement and monitor the risk management plan for the Company. The committee is responsible for reviewing the risk management plan and ensuring its effectiveness. The audit committee has additional oversight in the area of financial risks and controls. 19. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013 There were no loans, guarantees or investments made by the Company under Section 186 of the Companies Act, 2013 during the year under review and hence the said provision is not applicable. 20. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES There was no contract or arrangements made with related parties as defined under Section 188 of the Companies Act, 2013 during the year under review. 21. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIAL RESPONSIBILITY INITIATIVES The Company has not developed and implemented any Corporate Social Responsibility initiatives as the said provisions are not applicable. 22. ANNUAL RETURN The extracts of Annual Return pursuant to the provisions of Section 92 read with Rule 12 of the Companies (Management and Administration) Rules, 2014 is furnished in Annexure I and is attached to this Report. 23. DISCLOSURE REQUIREMENTS Management discussion and analysis is attached, which form part of this report. Details of the familiarization program of the independent directors are available at the Registered Office of the Company. Policy on dealing with related party transactions is available at the Registered Office of the Company. The Company has formulated and published a Whistle Blower Policy to provide Vigil Mechanism for employees including directors of the Company to report genuine concerns The provisions of this policy are in line with the provisions of the Section 177(9) of the Act and the revised Clause 49 of the Listing Agreements with stock exchanges. 24. DEPOSITS The Company has neither accepted nor renewed any deposits during the year under review. 25. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO: A. CONSERVATION OF ENERGY Your company consumes electricity only for the operation of its computer and administration of its offices. Though the consumption of electricity is negligible as compare to the total turnover of the company, your company always endeavors to take effective steps to reduce the consumption of electricity. a) The steps taken or impact on conservation of energy N.A b) The steps taken by the company for utilizing alternate sources of energy N.A c) The capital investment on energy conservation equipments N.A. d) Expenditure on R&D N.A. B. TECHNOLOGY ABSORPTION The Company has not absorbed any new technology during the year under review. a) Efforts made towards technology absorption N.A. b) Benefits derived like product improvement, cost reduction, product development or import substitution N.A. c) Information regarding Imported Technology N.A. d) Expenditure on Research and Development Nil C. FOREIGN EXCHANGE EARNING AND OUTGO During the year there is no international transaction, therefore total foreign exchange earnings and outgo during the year is Nil. 26. SHARES a. BUY BACK OF SECURITIES The Company has not bought back any of its securities during the year under review. b. SWEAT EQUITY The Company has not issued any Sweat Equity Shares during the year under review c. BONUS SHARES No Bonus Shares were issued during the year under review. d. EMPLOYEES STOCK OPTION PLAN The Company has not provided any Stock Option Scheme to the employees. 27. MANAGEMENT DISCUSSION AND ANALYSIS REPORT: Management Discussion and Analysis report is attached and form part of this report. Several aspects of the Act, such as Whistle Blower Policy, Code of Conduct and Ethics, have been incorporated into our policies. 28. ACKNOWLEDGEMENTS Your Directors place on record their sincere thanks to bankers, business associates, consultants, and various Government Authorities for their continued support extended to your Companies activities during the year under review. Your Directors also acknowledges gratefully the shareholders for their support and confidence reposed on your Company For and on behalf of the Board of Directors The Oriental Industrial Investment Corporation Limited Mrs. Kavita Vyas (DIN: 02170109) Mr. J. N. Kalla (DIN: 00346278) Place : Mumbai Dated : 1st September 2015 |