| Dear Members,
Your Directors have pleasure in presenting their 13th Annual Report on
the business and operations of the Company and the audited financial
statements for the financial year ended March 31, 2015.
1. Financial Summary /Performance of the Company
The financial performance of the Company for the Financial Year ended
March 31, 2015 is summarized below:
(Rs. in Lakhs except EPS)
Financial Year Financial Year
Ended 31st Ended 31st
March,2015 March,2014
Total Income 6265.63 6906.12
Profit before Depreciation and Tax (194.92) (2096.20)
Less : Depreciation 563.68 439.45
Net Profit before Tax (758.60) (2535.64)
Less : Provision for Current Tax Nil Nil
Net Profit before Deferred Tax (758.60) (2535.64)
Less/(Add): Deferred Tax 91.52 Nil
Net Profit after Deferred Tax (850.12) (2535.64)
Add : Balance B/fd from Previous (21779.07) 7270.48
Year
Total Profit available for (22629.20) (21779.07)
Appropriation
Appropriation
Balance carried to Balance Sheet (22629.20) (21779.07)
Earnings Per Share
* Basic (1.13) (40.91)
* Diluted (1.13) (40.91)
2. Dividend
In view of current year loss, your Directors regret their inability to
recommend any dividend for the financial year under review.
3. Reserves
In view of current year loss, your Directors regret their inability to
carry forward any amount as reserves for the financial year under
review.
4. Brief description of the Company's working during the year/State of
Company's affair
The net income of the company decreased by 9.27% i.e. from Rs.
69,06,11,946/- in the Financial year
2013- 14 to Rs.62,65,63,745/- in the Financial year
2014- 15. The net loss before tax decreased by 70.08% from Rs.
25,35,64,876/- in Financial Year 2013-14 to Rs. 7,58,59,930/- in
2014-15.
As a result of the above stated financial performance, the EPS has
increased from Rs. (40.91) in the financial year 2013-14 to Rs. (1.13)
in 2014-15.
5. Change in the nature of business, if any
There is no change in the nature of business as compared to immediately
preceding years.
6. Material changes and commitments occurred between the end of the
financial year of the company to which the financial statements relate
and the date of the report
There was no material changes occurred subsequent to the close of the
financial year of the Company to which the balance sheet relates and
the date of the report.
7. Details of significant and material orders passed by the regulators
or courts or tribunals impacting the going concern status and company's
operations in future
1. The Board of Directors of the Company at their meeting held on May
29, 2014 had approved the audited financial accounts for the year March
31, 2014. The Company had incurred major losses and the net-worth of
the Company has been totally eroded. Further, looking at the financial
position of the Company the Board of Directors of the Company at their
meeting held on June 6, 2014 has decided to refer the Company to the
Board of BIFR and the application to the BIFR Board was submitted on
June 9, 2014. The Board of BIFR has accepted the application of the
Company and the case has been registered u/s.15 (1) of the Sick
Companies (Special Provisions) Act, 1985 with Board as case no. 8/2015
vide order dated 12th January 2015.
2. Further, during the year, Company has received Notices from Company
Law Board (CLB) and Registrar of Companies (ROC), Mumbai, Maharashtra,
in relation to default made by the Company in repayment of principal
amount and interest accrued to the deposit holders on public deposit
taken by the Company in terms of Section 58A of the Companies Act,
1956. In this regards, prosecution has been launched against the
Company, for which suitable representations and replies have been given
by the Company.
8. Details in respect of adequacy of internal financial controls with
reference to the Financial Statements.
The Company has an Internal Control Systems in place which ensures that
all assets are protected against loss from unauthorized use and all
transactions are recorded and reported correctly. The Board has adopted
the policies and procedures for ensuring the orderly and efficient
conduct of its business, including adherence to the 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 disclosures.
9. Details of Subsidiary/Joint Ventures/Associate Companies
The Company has no Subsidiaries, Joint Ventures during the year under
review. However, the Company have associate concerns namely M/s. Raj
Oil Mills and M/s. Raj Builders.
10. Performance and financial position of each of the subsidiaries,
associates and joint venture companies included in the consolidated
financial statement:
There is no transaction made with these concerns during the year hence
no consolidation has made.
11. Fixed Deposits:
The details relating to deposits, covered under Chapter V of the Act
are stated below:
(a) During the financial year under review the Company has not accepted
any fresh deposits.
(b) During the year under review, the unpaid / unclaimed amount
(including interest and principal) as at the end of the year stands at
Rs.6.84 Crores.
(c) During the year under review, the Company has made default in
payment of principal amount and interest accrued to the deposit holders
from the Public Deposit taken by the Company. In this regard, the
Company has received notice from the Company law Board and the
Registrar of Companies for which suitable representations and replies
have been made by the Company.
12. Statutory Auditors
You are requested to appoint Auditors for the current year and to
authorize the Board to fix their remuneration. The retiring auditors,
M/s. B. M. Gattani & Co, Chartered Accountants, are eligible for
reappointment. A certificate from the Auditors has been received to the
effect that their reappointment, if made, would be within the limits
prescribed under Section 139 of the Companies Act, 2013.
M/s. B. M. Gattani & Co. are proposed to be re- appointed as Auditors,
to hold office up-to the conclusion of the 15th Annual General Meeting.
Pursuant to the provisions of Companies (Audit and Auditors) Rules,
2014, M/s. B. M. Gattani & Co., Chartered Accountants have certified
that:
a. They are eligible for appointment and are not disqualified for
appointment under the Companies Act, 2013, the Chartered Accountants
Act, 1949 and rules/regulations made thereunder;
b. The proposed appointment is as per the term provided under the
Companies Act, 2013;
c. The proposed appointment is within the limits laid down by or under
the authority of the Companies Act, 2013;
d. There are no proceedings against the audit firm or proprietor of
the audit firm pending with respect to professional matters of conduct.
The Board of Directors recommends to the shareholders the appointment
of M/s. B. M. Gattani & Co., Chartered Accountants, as Statutory
Auditors of the Company.
13. Auditors' Report
Observations and explanations made in the annexure to the Auditors'
Report are self explanatory and therefore do not call for any further
comments under the provisions of the Companies Act, 2013 and hence do
not call for any further information and explanation under Section 134
of the Companies Act, 2013
14. Share Capital
At present, the Company has only one class of shares, viz. Equity
Shares of Rs.10 each. During the year the Company has allotted shares
upon conversion of warrants as detailed below:
Conversion Of Warrants
a) The Board of Directors at their meeting held on May 5, 2014 have
converted 39,33,330 warrants out of 2,00,00,000 warrants allotted to
Non- Promoters (Person Acting in Concert) into equity shares of Rs.
10/- each. The relevant Form PAS - 3 for allotment of 39,33,330 Equity
Shares has been filed to the Registrar of Companies, Maharashtra,
Mumbai.
b) Forfeiture Of Warrants
The Board of Directors at their meeting held on May 5, 2014 have
forfeited 1,60,66,670 warrants due to non-payment of pending warrant
call money. There are no pending warrants due for conversion into
equity shares of the company.
15. Extract of the annual return
The extract of the Annual Return in Form No. MGT - 9 forms part of the
Board's Report and the same is provided as "Annexure I".
16. Conservation of energy, technology absorption and foreign exchange
earnings and outgos are as follows:
The relevant particulars regarding the above are given in "Annexure
III" and forms part of this report.
17. Corporate Social Responsibility (CSR)
Social Welfare Activities has been an integral part of the Company since
inception. The Company is committed to fulfill its social responsibility
as a good corporate citizen. The Companies Act, 2013, pursuant to the
provision of Section 135, has laid down the requirement for constitution
of Corporate Social Responsibility Committee, which shall be responsible
for laying down the CSR Policy, to a certain class or classes of
Companies. However, our Company does not fall under the requisite
criteria and thus the compliance with the relevant provisions of the
Companies Act, 2013 are not applicable.
18. Directors:
(A) Changes in Directors and Key Managerial Personnel
There are no changes in the Directors & KMP of the Company during the
year under review. However, during the year company has appointed Ms.
Saryu Chimanlal Vora w.e.f. 31st March, 2015 as Non-Executive
Independent Women Director.
(B) Declaration by an Independent Director(s) and re- appointment, if
any
Declaration by an Independent Di recto r(s) that she meets the criteria
of independence as provided in sub-section (6) of Section 149 of the
Companies Act, 2013 is enclosed.
An independent director shall hold office for a term up to five
consecutive years on the Board of a Company and shall not be eligible
for reappointment for next five years on passing of a special
resolution by the Company
Formal Annual Evaluation
The Board is having a policy of formal annual evaluation and the manner
in which formal annual evaluation has been made by the Board of its own
performance and that of its committees and individual directors.
19. Number of meetings of the Board of Directors
The board shall meet at least four times in a year, with a maximum time
gap of four months between any two meetings. The Company holds regular
Board Meetings.
During the year under review 10(Ten) Meetings of the Board of Directors
of Raj Oil Mills Limited were held during the Financial Year 2014-2015
on the following dates: May 5,2014, May 29, 2014, 6th June,2014, August
14, 2014, November 14, 2014, December 12, 2014, January 22, 2015,
February 1, 2015, February 13,2015 and 31st March,2015.
Name of the Director No. of Meetings No. of Meeting
held attended
Shaukat S. Tharadra 10 10
Azamkhan F. Lohani 10 10
Abdulla K. Musla 10 10
Rashid I. Tharadra 10 10
Mohammedi T. Singaporewala* 10 NIL
Balasubramanya H. Rudrapatna 10 NIL
Saryu Vora 10 NIL
* MohammediT. Singaporewala has resigned from the directorship
of the Company w.e.f. May 3, 2014.
** Saryu Vora has been appointed as Non-Executive Independent
Women Director of the Company w.e.f. March 31, 2015
20. Audit Committee
The Board of Directors has constituted and re- constituted from time to
time Audit Committee commensurate with the requirements of Section 177
of the Companies Act, 2013 and Clause 49 of the Listing Agreement.
Details of Composition of Audit Committee and dates and attendance at
the Audit Committee Meeting are provided in detail in the "Corporate
Governance Report" section of the Annual Report.
21. Details of establishment of vigil mechanism for directors and
employees
The Board of Directors of the Raj Oil Mills Limited is committed to
maintain the highest standard of honesty, openness and accountability
and recognize that employees have important role to play in achieving
the goal.
The Company's Vigil Mechanism Policy encourages Directors and employees
to bring to the Company's attention, instances of unethical behavior
and actual or suspected incidents of fraud or violation of the conduct
that could adversely impact the Company's operations, business
performance and / or reputation. The Policy provides that the Company
investigates such incidents, when reported, in an impartial manner and
takes appropriate action to ensure that the requisite standards of
professional and ethical conduct are always upheld. It is the Company's
Policy to ensure that no employee is victimized or harassed for
bringing such incidents to the attention of the Company. The practice
of the Vigil Mechanism Policy is overseen by the Board of Directors and
no employee has been denied access to the Committee. The Vigil
Mechanism Policy is available on the Company's website
www.rajoilmillsltd.com
22. Nomination and Remuneration Committee
The Board of Directors of the Company have constituted the Remuneration
Committee to determine Company's Remuneration Policy, appoint Executive
Directors and Senior Employees, having regard to performance standards
and existing industry practice, to approve grant of Employees Stock
Option, if any, and to administer and superintend the same,
recommending remuneration package, if any to all Directors as per the
requirements of the Clause 49 of the Listing Agreement for Corporate
Governance. Details of Composition of Nomination and Remuneration
Committee and dates and attendance at the Nomination and Remuneration
Committee Meeting are provided in detail in the "Corporate Governance
Report" section of the Annual Report.
23. Remuneration Policy:
The remuneration policy is directed towards rewarding performance,
based on review of achievements. It is aimed at attracting and
retaining high calibre talent. The remuneration policy is in
consonance with the existing practice in the Industry
Remuneration to Executive Directors:
The Whole Time Directors of the Company are not being paid any
remuneration for the year under review. There is no separate service
contract entered into by the Company with the Whole Time Directors, the
appointment and terms of employment are governed by the Articles of
Association of the Company and Resolution passed by the Shareholder of
the Company.
Remuneration to Non-Executive Directors:
The Non-Executive Directors of the Company do not draw any remuneration
from the Company.
24. Particulars of loans, guarantees or investments under Section 186
The particulars of loans, guarantees or investments under Section 186
of the Companies Act, 2013 are provided below:
Sr. Name of the Amount Key Purpose for
No. recipient (Rs. Terms & which the loan
Crore) Condi- or guarantee
tions or security is
proposed to be
utilized by the
recipient (to be
provided only for
loan or guarantee
or security)
1 AVVAL HOLDINGS P.LTD 0.005 N A Business
2 CHHAGAN MITHA 0.010 N A Business
3 CUPID HEALTH CARE 0.009 N A Business
4 DHARMIN DESAI 0.031 N A Business
5 K.G.KARKERA 0.001 N A Business
6 M.A. LOKHANDWALA 0.012 N A Business
7 LAND AT JAIPUR 0.006 N A Business
8 DEVENDRA KUMAR 0.01 N A Business
25. Particulars of contracts or arrangements with related parties:
There are no materially significant related party transactions during
the year. The details of transactions with related parties have been
mentioned in notes to accounts point no. 24 the Accounts in the Annual
Report. The details of contract or arrangements entered into by the
Company with related parties referred to in sub-section (1) of section
188 of the Companies Act, 2013 including certain arms length
transactions under third proviso thereto are disclosed in Form No. AOC
-2 and the same is marked as "Annexure IV"
26. Secretarial Audit Report
Mr. Amit R. Dadheech, Company Secretaries, was appointed as Secretarial
Auditors of the Company for the financial year 2014-15 Pursuant to
Section 204 of the Companies Act, 2013. The Secretarial Audit Report
submitted by them in the prescribed Form MR- 3 is attached as "Annexure
II" and forms part of this report.
The explanations or comments on every qualification, reservation or
adverse remark or disclaimer made by the company secretary in practice
in the secretarial audit report are self explanatory and not required
any further explanations.
27. Risk management policy
The Company, like any other enterprise, is exposed to business risk
which can be an internal risks as well as external risks. Any
unexpected changes in regulatory framework pertaining to fiscal
benefits and other related issue can affect our operations and
profitability. However the Company is well aware of the above risks and
as part of business strategy has formulated a Risk Management Policy.
The Risk Policy approved by the Board, clearly lays down the roles and
responsibilities of the various functions in relation to risk
management covering a range of responsibilities, from the strategic to
the operational. These role definitions, inter alia, provide the
foundation for your Company's Risk Management Policy and Framework that
is endorsed by the Board and is aimed at ensuring formulation of
appropriate risk management procedures, their effective implementation
across the Company and independent monitoring and reporting by Internal
Audit. Backed by strong internal control systems, the Company is in the
process of implementing the current Risk Management Framework that
consists of the following key elements:
* The Corporate Risk Management policy facilitates the identification
and prioritization of strategic and operational risks, development of
appropriate mitigation strategies and conducts periodic reviews of the
progress on the management of identified risks
* A combination of risk policy and unit wise evolved procedures brings
robustness to the process of ensuring that business risks are
effectively addressed.
* Appropriate structures are in place to proactively monitor and manage
the inherent risks in businesses with unique / relatively high risk
profiles.
* The periodical planning exercise requires all units to clearly
identify their top risks and set out a mitigation plan with agreed
timelines and accountability. Top Management and Unit heads confirm
periodically that all relevant risks have been identified assessed,
evaluated and that appropriate mitigation systems have been
implemented.
The combination of policies and processes as outlined above is expected
to adequately address the various risks associated with your Company's
businesses.
28. Directors' Responsibility Statement
The Directors' Responsibility Statement referred to in clause (c) of
sub-section (3) of Section 134 of the Companies Act, 2013, shall state
that-
(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 appropriated accounting policies has been selected 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 for the year ended 31st March,2015 and of the Loss of
the company for that period;
(c) the proper and sufficient care has been taken 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 annual accounts have been prepared on a going concern basis;
(e) the proper internal financial controls have been laid down to be
followed by the company and that such internal financial controls are
adequate and were operating effectively; and
(e) the proper systems has been devised to ensure compliance with the
provisions of all applicable laws and that such systems were adequate
and operating effectively.
29. Disclosure as required under Section 22 of Sexual Harassment of
Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013
The Company is committed to provide a protective environment at
workplace for all its women employees. To ensure that every woman
employee is treated with dignity and respect and as mandated under "The
Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013"the Company has in place a formal policy for
prevention of sexual harassment of its women employees.
The following is the summary of sexual harassment complaints received
and disposed off during the current financial year.
Number of Complaints received : NIL Number of Complaints disposed off :
NIL
30. Acknowledgements
An acknowledgement to all with whose help, cooperation and hard work
the Company is able to survive during this hardship.
By Order of the Board of Directors
For Raj Oil Mills Limited
Sd/-
Shaukat S. Tharadra
Date: September 4, 2015 Chairman & Managing Director
Place: Mumbai DIN: 01598234
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