| Dear Members,
Your Directors present before you the Twenty-Eighth Annual Report and
the Audited Accounts for the year ended 31st March, 2015.
Financial Results (Rs. in Lakhs)
Year ended Year ended
31.03.2015 31.03.2014
Sales and Other Income 717.16 2,335.35
Profit/ (loss) before Depreciation and Tax 4.80 21.61
Depreciation 0.22 0.01
Profit / (Loss) before Tax 4.58 21.60
Tax Expenses 0.93 4.13
Profit after taxation 3.65 17.47
REVIEW OF OPERATIONS
Economic conditions during the past year were surprisingly weaker
compared to expectations. Despite that, the company was able to
squeeze out better performance in its margins. Although turnover has
fallen, due to fewer trading opportunities, the operating profits did
not drop as much. In fact, profits would have been lower only by 16%
had it not been for the provisions for bad loans. We continue to be
optimistic for the future, pinning our hopes for economic recovery on
the new Central Government. A wave of reforms will bring with it
significant business opportunities, of which the financial services
sector will be a major beneficiary.
TRANSFER TO GENERAL RESERVES
There was no transfer to General Reserves. The accumulated profit has
been retained in the Profit and Loss Account, which forms a part of the
total Reserves and Surplus.
MATERIAL CHANGES AND COMMITMENTS AFTER THE END OF FINANCIAL YEAR
There have been no material changes and commitments, if any, affecting
the financial position of the Company, which have occurred between the
end of the financial year and date of the report.
DIVIDEND
With a view to conserve resources and to be prepared for financial
opportunities, your Directors do not recommend any dividend for the
Financial Year 2014-15.
INFORMATION IN ACCORDANCE WITH SECTION 134 (3) OF THE ACT READ WITH
COMPANIES (ACCOUNTS) RULES, 2014:
In view of the nature of activities of the Company, the particulars
regarding conservation of energy and technology absorption are not
given. There was no foreign exchange earnings and outgo during the year
under report.
NUMBER OF MEETINGS OF BOARD OF DIRECTORS:
The Board meets at regular intervals to discuss and decide on business
policy and strategy apart from other board business.
During the year, eleven Board meetings were convened and held. The
maximum interval between the meetings did not exceed the period
prescribed under the Companies Act, 2013 and Listing Agreement.
DIRECTORS AND KEY MANAGERIAL PERSONNEL:
Mr. Anil Kumar Bagri (DIN No. 00014338), Director of the company
retires by rotation at the ensuing Annual General Meeting and is
eligible for re-appointment.
Ms. Smita Naresh Pachisia (DIN 07141023) has been appointed as an
Additional Director with effect from 31st March, 2015 by the Board of
Directors of the Company and Independent Director in compliance with
Section 149 of the Companies Act, 2013. By virtue of Section 161(1) of
the Companies Act, 2013 she would hold office upto the date of the
ensuing Annual General Meeting.
Necessary resolution seeking approval of members for her appointment
has been incorporated in the Notice of the ensuing Annual General
Meeting of the company along with brief details about her. The Company
has received notice under Section 160 of the Act along with the
requisite deposit proposing her appointment.
Mr. Naresh Pachisia (DIN: 00015207), ceased to be the Director of the
Company with effect from 31st March, 2015. The Board placed on record
the sincere appreciation of the valuable advice rendered by him during
his tenure as Director of the company.
Pursuant to the provisions of Section 203 of the Act, 2013, the Company
appointed the following persons as Key Managerial Personnel effective
from 15th December, 2014:
Mr. Indra Kumar Bagri - Chief Executive Officer
Mr. Narendra Kumar Thanvi - Chief Financial Officer
Ms. Kirti Mool Chand Jain - Company Secretary
DECLARATION FROM INDEPENDENT DIRECTORS
Mr. Vimal Damani (DIN: 00014486) and Mrs. Smita Naresh Pachisia (DIN
07141023) who are independent directors, have submitted a declaration
that each of them meets the criteria of independence as provided in sub
Section (6) of Section 149 of the Act and there has been no change in
the circumstances which may affect their status as independent director
during the year. In the opinion of the Board, the independent
directors possess appropriate balance of skills, experience and
knowledge, as required.
COMMITTEES OF THE BOARD
During the year, in accordance with the Companies Act, 2013, the Board
has constituted/ reconstituted Committees. Currently the Board has the
following Committees:
Audit Committee
Nomination & Remuneration Committee
Share Transfer & Grievance Committee
AUDIT COMMITTEE OF BOARD OF DIRECTORS
The Audit committee of the Board of directors of the Company consists
of Mr. Vimal Damani, Ms. Smita Pachisia and Mr. Anil Kumar Bagri as
members.
NOMINATION AND REMUNERATION POLICY
The Board of Directors has framed a policy for appointment and
remuneration of Directors, Key Managerial Personnel and Senior
Management of the Company in compliance with Section 178 of the
Companies Act, 2013.
As per the policy, the Nomination and Remuneration Committee recommend
to the Board appointment, re-appointment of Directors, and Key
Managerial Personnel and determination, fixation and revision of their
remuneration and is approved by the Board of Directors, subject to the
approval of shareholders, wherever necessary.
The objective and broad framework of the Company's Remuneration Policy
is to consider and determine the remuneration, based on the performance
and growth of the company, the current trends in the industry, the
experience of the appointee, their past performances and other relevant
factors.
VIGIL MECHANISM
The Company has formulated and published a Whistle Blower Policy to
provide a mechanism ("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.
POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION AND CRITERIA FOR
INDEPENDENT DIRECTORS
The Remuneration Policy for directors and senior management and the
Criteria for selection of candidates for appointment as directors,
independent directors, senior management as adopted by the Board of
Directors are placed on the website of the Company and are annexed as
Annexure I & II to this report.
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 annual evaluation was carried out in following
manner:
Sr. Performance evaluation of Performance evaluation performed
No by
1 Board and individual Board seeking inputs from all the
directors Directors.
2 Individual directors Nomination and Remuneration
Committee
3 Non-independent directors; Separate meeting of Independent
the Board as a whole and Directors,taking into account
of the Chairman the views of executive directors
and non-executive directors
4 Board, its committees and Board meeting held after the
individual directors meeting of the Independent
Directors, based on evaluation
exercise carried out above.
Criteria for performance evaluation was as follows:
Sr. Performance Criteria
No evaluation of
1 Board Board composition and structure; effectiveness of
Board processes, information and functioning etc
2 Directors Contribution 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
Chairperson was also evaluated on the key
aspects of his/her role.
DIRECTORS RESPONSIBILTY STATEMENT
To the best of their knowledge and belief and according to the
information and explanation obtained, your Directors make the following
statements in terms of Section 134(3)(c) of the Companies Act, 2013
i. in the preparation of the annual financial statements for year
ended 31st March, 2015, the applicable accounting standards have been
followed along with proper explanation relating to material departures,
if any;
ii. such accounting policies have 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 at the end of the financial year on 31st March, 2015 and of
the profit of the Company for the year ended on that date;
iii. that proper and sufficient care have been taken for the maintenance
of adequate accounting records in accordance with the provisions of the
Companies Act, 2013 for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities;
iv. that the annual financial statements have been prepared on a
'going concern' basis;
v. that proper internal financial controls were in place and that such
internal financial controls are adequate and were operating effectively;
vi. that systems to ensure compliance with the provisions of all
applicable laws were in place and that such systems were adequate and
operating effectively.
ADEQUACY OF INTERNAL FINANCIAL CONTROLS
The Company has proper and adequate system of internal financial
controls commensurate with its nature and size of business and meets
the following objectives:
* Providing assurance regarding the effectiveness and efficiency of
operations
* Efficient use and safeguarding of resources
* Compliance with policies, procedures and applicable laws and
regulations and
* Transactions being accurately reported and recorded timely
The Company has budgetary control system to monitor expenditures and
operations against budgets on an ongoing basis.
The internal auditor also regularly reviews the adequacy of internal
financial control system.
Associate Company:
During the year under report, Azure Capital Advisors Pvt. Ltd.,
Bengaluru has become the Associate Company by virtue of Section 2(6) of
the Companies Act, 2013.There has been no change in the nature of the
business of the associate company. It is the business of managing real
estate funds since November 2010. Its performance for the last year is
given below:
Azure Capital Advisors Pvt. Ltd.
Turnover witnessed a sharp drop from Rs. 173 lakhs to Rs. 104 lakhs.
The extensive cost-cutting measures, however, paid off, and along with
a sharp drop in finance costs, resulted in the company swinging from a
loss of Rs. 36 lakhs in the previous year to a profit of Rs. 19 lakhs
in the last financial year. The average AUM of Azure increased to Rs.
43 crores from Rs. 41 crores in the previous financial year. The life
of the fund is till October 2016, with an option to extend it further
by one year.
Extract of Annual Return
As provided under sub Section (3) of Section 92 of the Act, the extract
of annual return is enclosed, which forms part of the directors' report
as Annexure III.
Auditors
M/s Aalok Mehta & Co, Chartered Accountants, the Auditors of the
company who would retire at the ensuing Annual General Meeting offer
themselves for re-appointment. M/s Aalok Mehta & Co, Chartered
Accountants, the existing auditors have furnished a certificate,
confirming that if reappointed for the financial year 2015-2016 their
reappointment will be in accordance with Section 139 read with section
141 of the Companies Act, 2013.
Secretarial Audit
Pursuant to the provisions of Section 204 and other applicable
provisions, if any, of the Companies Act, 2013, M/s. Shalini Hegde &
Associates, Practising Company Secretaries were appointed as the
Secretarial Auditor for auditing the secretarial records of the Company
for the financial year 2014-2015. The Secretarial Auditors' Report is
annexed as Annexure IV.
AUDITOR'S REPORT AND SECRETARIAL AUDITOR'S REPORT
The auditor's report and secretarial auditor's report does not
contain any qualifications, reservations or adverse remarks.
As regards remarks of the secretarial auditors, the company has filed
with the Registrar of Companies the Form MGT-14 in respect of
resolution passed by the Board on 17.03.2015 for borrowing.
INFORMATION IN ACCORDANCE WITH SECTION 134(3) OF THE ACT READ WITH
COMPANIES (ACCOUNTS) RULES, 2014:
In view of the nature of activities of the Company, the particulars
regarding conservation of energy and technology absorption are not
given. There was no foreign exchange earnings and outgo during the year
under report.
PARTICULARS OF EMPLOYEES
The company does not have any employee whose information is required to
be given under Section 197 of the Act read with rule 5(1) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014.
DEPOSITS FROM PUBLIC
The Company has not accepted any deposits from public and as such, no
amount on account of principal or interest on deposits from public was
outstanding as on the date of the balance sheet.
SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORY/ JUDICIAL
AUTHORITY
There are no significant or material orders passed by any regulator or
court that would impact the going concern status of the Company and its
future operations.
SAFETY, ENVIRONMENT AND HEALTH:
The Company considers safety, environment and health as the management
responsibility. Regular employee training programmes are carried out
in the manufacturing facilities on safety and environment.
PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS
The Company has not given any loans or guarantees or made investments
in contravention of the provisions of the Section 186 of the Companies
Act, 2013.
RISK MANAGEMENT POLICY
The Board of Directors of the Company has framed a risk management
policy and 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. Major risks
identified by the businesses and functions are systematically addressed
through mitigating actions on a continuing basis.
RELATED PARTY TRANSACTIONS
Particulars of transactions with related parties pursuant to Section
134(3)(h) of the Act read with rule 8(2) of the Companies (Accounts)
Rules, 2014 are given in Form AOC-2 and the same forms part of this
report as Annexure V.
CORPORATE GOVERNANCE REPORT
As per SEBI's circular no. CIR/CFD/POLICYCELL/7/2014 dated September
15, 2014, the revised clause 49 is not mandatory to the Company.
ACKNOWLEDGEMENT
The directors thank the Company's employees, customers, vendors,
investors and academic institutions for their continuous support.
The directors also thank the government of various countries,
government of India, the governments of various states in India and
concerned government departments/agencies for their co-operation.
The directors appreciate and value the contributions made by every
member of the OSL family.
For and on behalf of the Board
Indra Kumar Bagri
Chairman & CEO
Place: Mumbai
Date: May 29, 2015
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