you are here:

Oriental Carbon and Chemicals Ltd.

BSE: 506579 | NSE: OCCL |

Represents Equity.Intra - day transactions are permissible and normal trading is done in this category
Series: EQ | ISIN: INE321D01016 | SECTOR: Chemicals

BSE Live

Dec 08, 16:00
951.00 3.80 (0.40%)
Volume
AVERAGE VOLUME
5-Day
1,349
10-Day
1,305
30-Day
1,530
280
  • Prev. Close

    947.20

  • Open Price

    957.05

  • Bid Price (Qty.)

    0.00 (0)

  • Offer Price (Qty.)

    0.00 (0)

NSE Live

Dec 08, 15:58
949.45 2.15 (0.23%)
Volume
AVERAGE VOLUME
5-Day
7,618
10-Day
7,849
30-Day
11,320
8,273
  • Prev. Close

    947.30

  • Open Price

    956.55

  • Bid Price (Qty.)

    0.00 (0)

  • Offer Price (Qty.)

    0.00 (0)

Annual Report

For Year :
2019 2018 2017 2016 2015 2014 2013 2012 2011

Director’s Report

To the members

The Directors are pleased to present the 39th Annual Report along with the Audited Annual Financial Statements (including Audited Consolidated Financial Statements) of the Company 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

3,87,63.86

3,32,02.51

Other Income

9,40.12

5,43.97

Total Revenue

3,97,03.98

3,37,46.48

Profit/(Loss) Before Taxation

1,02,57.48

79,63.31

Provision for Taxation *

(28,83.34)

(22,88.30)

Profit/(Loss) after Taxation

73,74.14

56,75.01

Other Comprehensive Income(Net of Tax)

90.92

57.75

Amount Available for Appropriation

3,84,08.92

3,22,73.98

Appropriation:

Interim Dividend on Equity Shares

4,11.15

3,08.88

Tax on Interim Dividend

84.66

62.88

Final Dividend for Previous Year

7,20.72

7,20.72

Tax on Final Dividend

1,48.15

1,46.72

Balance Carried to Balance Sheet

3,70,44.24

3,10,34.78

* Including RS.(807.53 lakhs) Deferred Tax (Previous year RS.(5,96.11 lakhs)).

2. DIVIDEND

Your Directors are pleased to recommend Final Dividend of 80% on 99,90,092 Equity Shares (RS.8/- per share of RS.10 each) which is subject to the approval of Shareholders in the ensuing Annual General Meeting. With this, the total dividend for the year including interim dividend of 40% comes to 120%..

3. OPERATIONS

Insoluble Sulphur

The second phase of (5500MTPA) expansion of Insoluble Sulphur at Mundra, Gujarat was commissioned in July 2018. The Company achieved a revenue growth of about 15% in Insoluble Sulphur during the year. The additional quantities are being sold by meeting the increased demand in existing customer and addition of new geographies. Margins grew during the year mainly on account of favourable exchange rate even after absorbing the increase in Raw Material prices during the year.

The newly commissioned line at Mundra is expected to be ramped-up fully during the current financial year.

Sulphuric Acid & Oleum

The performance of Acid and Oleum was very good due to all time high margins on account of robust demand for the same in North India.

FUTURE PROSPECTS

Insoluble Sulphur

With all major global tyre companies in expansion mode, the outlook for the sales of our product looks positive. Investments in tyre industry are majorly happening in South East Asia, India, USA and Central Europe. These regions will be engines of growth for the industry. For the Company also these will be focus regions in future. The Company has approvals from some of the major tyre companies around the world and volumes are expected to grow as these companies execute their growth plans. Further some new approvals are also expected to come soon which will further add to our sales.

We have been successful in starting and growing sales in US market which is again looking up on account of curbs placed on Chinese tyre imports by US. Response for the Company’s products in this market has been good and it also offers a sufficient head room for growth. Apart from US, South East Asia looks promising where we are expecting sales to grow on account of some expected new approvals and additional plants being allocated by our existing customers.

The growth in the Indian market is expected to be high on the back of aggressive expansion plans of domestic tyre companies. The Company therefore, expects to maintain high growth rate in domestic market.

Keeping the above opportunities in mind, the Board of Directors has approved a brownfield capacity expansion of Insoluble Sulphur at its existing facilities in Dharuhera, Haryana at estimated cost of RS.216 Crores. The Expansion shall be in two phases of 5500 MTPA each. The first phase of expansion is expected to be commissioned in the third quarter of FY 20-21.

Sulphuric Acid & Oleum

The Demand of Acid continues to be normal. Contributions are expected to be under pressure going forward as two more plants of Sulphuric Acid (with combined capacity of about 250 MTPA) are being commissioned during the year in North India.

Along with the capacity expansion of Insoluble Sulphur, the Board has approved the expansion of Sulphuric Acid Production mainly with the view of providing steam for the Insoluble Sulphur Capacities.

4. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has in place an established internal control system including internal financial Controls designed to ensure proper recording of financial and operational information, compliance of various internal controls and other regulatory and statutory compliances. Self-certification exercise is also conducted by which senior management certifies effectiveness of the internal control system of the Company. Internal Audit is conducted throughout the organization by qualified outside Internal Auditors. Findings of the internal Audit Report are reviewed by the top Management and by the Audit Committee of the Board and proper follow up actions are ensured wherever required. The Statutory Auditors have evaluated the system of internal controls including internal financial control of the Company and have reported that the same are adequate and commensurate with the 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. The Company has only one subsidiary, namely Duncan Engineering Ltd (formerly known as Schrader Duncan Limited).

There were no significant and material orders passed by regulators or courts or tribunals impacting the going concern status and Company’s operations in future. There were no material changes and commitments affecting the financial position of the Company occurring 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 Section 92(3), an extract of Annual Return in the prescribed format i.e. Form MGT-9 is annexed as Annexure A which forms an integral part of this Report and is also available on the Company’s website viz. www.occlindia.com.

7. INSIDER TRADING REGULATIONS

Based on the requirements under the SEBI (Prohibition of Insider Trading) Regulations, 2015, as amended from time to time, the Code of Conduct for prevention of insider trading is in force in your Company. The Board of Directors of the Company has adopted the revised Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information in compliance with Chapter IV of the said Regulations and the same has been uploaded on the Company’s website www. occlindia.com.

8. SHARE CAPITAL

The paid up Equity Share Capital as on March 31, 2019 was RS.9,99,00,920/- (Rupees Nine Crore Ninety Nine Lakh Nine Hundred Twenty Only) divided into 99,90,092 equity shares of RS.10/- each. During the year under review, the Company has not issued or allotted any securities. During the year, there was a reduction in the paid up equity share capital from B 10,29,60,620/- to RS.9,99,00,920/- on account of buyback of equity shares.

9. BUYBACK OF SHARES

During the year 2018-19, the Board ofDirectors of your Company at their meeting held on November 01, 2018, approved the buyback of the Company’s fully paid-up equity shares of the face value of RS.10 each at a maximum price of B 1,150/- Per Share up to total amount of buyback of RS.35 crores (Rupees thirty five crores only) from its members/beneficial owners, other than those who are promoters or persons in control of the Company and the promoter group, from the open market through the stock exchange mechanism i.e. using the electronic trading facilities of the BSE Limited and the National Stock Exchange of India Limited, where the equity shares are listed in accordance and consonance with the provisions contained in the Companies Act, 2013 (Act) and the provisions contained in the Securities and Exchange Board of India (Buy Back of Securities) Regulations, 2018 (Buyback Regulations).

The buyback commenced on November 14, 2018 and closed on February 27, 2019. The Company bought back 3,05,970 equity shares at an average price of B 1,143/- per equity share for a total consideration of RS.34,97,24,253.85 (Rupees Thirty Four Crores Ninety Seven lakhs Twenty Four Thousand Two Hundred Fifty Three and Paisa Eighty Five Only) (excluding Transaction Costs), which represents 99.92% of the total approved amount of RS.35 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) of the Companies (Accounts) Rules, 2014, the information relating to conservation of energy, technology absorption and foreign exchange earnings and outgo is annexed to this Report as Annexure B.

11. RESEARCH & DEVELOPMENT

Research & Development is fundamental to the Company’s efforts to maintain the technical and quality edge for the product. A full in-house Research & Development team works on continuous basis to improve the quality of product and its properties. New Grades are also being developed to meet customers varied requirements. Research in the areas of reducing utility cost and process parameters improvement is also being done. Help of accredited independent laboratories is also taken as and when required for studying and evolving critical parameters.

The Company’s Research and Development Facility is approved by Department of Scientific and Industrial Research, Ministry of Science and Technology Government of India.

The R&D lab is regularly augmented by acquiring state of the art analytical and process equipments to help in faster and detailed analysis. Further, pilot plants, as required, are being set up to validate the research findings. The details of some specific R&D activities carried out and benefits derived out of them have been annexed to this report.

12. POLLUTION CONTROL

Your Company’s Plants have all the requisite Pollution Control Equipments and meets all the desired and statutory norms in this regard. The Insoluble Sulphur Units of the Company enjoys ISO-TS 16949:2009, EMS14001-2004 and OHSAS18001:2007 Certification. The Company has started using Natural Gas in place of Furnace Oil and other liquid fuels at its Dharuhera Plant thus helping in reduction of pollution.

13. STATUTORY AUDITORS AND AUDIT REPORT

Messrs S S Kothari Mehta & Co., Chartered Accountants, were appointed as Auditors of the Company for tenure of five years i.e. from the conclusion of 37th Annual General Meeting till the conclusion of the 42nd Annual General Meeting of the Company. The Auditors have confirmed their eligibility and qualification under Section 141 of Companies Act, 2013. As regards the comments in the Auditors’ Report, the relevant notes in the Accounts are self-explanatory and may be treated as information/ explanation submitted by the 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 of Companies Act, 2013, a Secretarial Audit was conducted during the year by Secretarial Auditors M/s. S. Rath & Co. The Secretarial Auditor’s Report for the Financial Year ended March 31, 2019 is attached as Annexure C and form part of this report. There are no qualifications or observations or remarks made by the Secretarial Auditors in their Audit Report.

15. COST AUDIT

Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Amendment Rules, 2014, the cost audit records maintained by the Company relating to insoluble Sulphur plants located at Dharuhera, Haryana is required to be audited. Your Board had, on recommendation of the Audit Committee, appointed Messrs J K Kabra & Co., Cost Accountants to audit the cost accounts of the Company for the financial year 2018-19. The Cost Audit Report for the year ended March 31, 2018 has been submitted to the Ministry of Corporate Affairs within stipulated time period.

Messrs J K Kabra & Co., Cost Accountants has been appointed as Cost Auditor of the Company by the Board on recommendation of the Audit Committee to carry out the requisite cost audit for the financial year 2019-20 on a remuneration of RS.1.4 lakhs. As required under the Companies Act, 2013, the remuneration payable to Cost Auditors is required to be placed before the members in a General Meeting for their ratification. Accordingly, a Resolution seeking member’s ratification for remuneration payable to Messrs J K Kabra & Co., Cost Auditors is included at item no. 4 of the Notice convening the Annual General Meeting.

16. PUBLIC DEPOSITS

The Company has accepted RS.57,70,000/- (Rupees Fifty seven lakhs seventy thousand only) of Fixed Deposits including renewed Fixed Deposit from public during the year under review.

Fixed Deposits from public outstanding with your Company at the end of the financial year stood at RS.2,71,05,000/-. Out of this, deposits aggregating to RS.2,88,000/- due for repayment 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 of interest thereon at the begining of the year and at the end of the year.

Deposits of RS.12,95,000/- and B 10,000/-, though claimed and due for repayment, were lying unpaid, due to dispute between the joint beneficiary holders in the first case and inability to produce requisite documents by the beneficiaries in the second case. These deposits, along with interest of RS.4,27,558/- thereon, have been transferred to IEPF during the year as the depositors failed to reply or produce any documents for settlement in their favour.

17. DIRECTORS’ RESPONSIBILITY STATEMENT

To the best of your Director’s knowledge and belief and according to the information and explanations obtained your Directors make the following statements in terms of section 134 (3)(c) of the Companies Act, 2013:

i) that in the preparation of the annual financial statements for the year ended March 31, 2019, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

ii) the directors had selected such accounting policies and applied them consistently and made judgements 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 the profit and loss of the Company for that period;

iii) that proper and sufficient care has 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 financial controls were in place and that the financial controls were adequate and were operating effectively; and

vi) that systems to ensure compliance with the provisions of all applicable laws were in 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, Chief Financial Officer and Auditors are permanent invitees to the committee meetings. The detail of terms of reference of Audit Committee, number and dates of meetings held, attendance of the directors and remunerations paid to them are given separately in the attached Corporate Governance Report. Your Company has a well structured Internal Audit System commensurate with its size and operations. During the year there were no instances where 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 reviewing Shareholders/Investors complaints. The present members of this Committee are Mr. J. P. Goenka (Chairman), Mr. Arvind Goenka (Member) and Mr. S. J. Khaitan (Member). The detail of number and dates of meetings held, attendance of the Directors and remunerations paid 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 Chairman, Mr. K. Raghuraman and Mr. Arvind Goenka as members. The detail of terms of reference, number and dates of meetings held, attendance of the Directors and remunerations paid to them are given separately in the attached Corporate Governance Report.

The Company recognizes that an effective practice of CSR is required giving due consideration to the welfare of the community, environment and social structure that it operates in and that of the country including focus welfare areas identified by the State and Central Governments. The CSR Committee of the Company has laid down the policy to meet the Corporate Social Responsibility objectives of the Company.

The CSR Policy includes activities prescribed as CSR activity as per the Rules of Companies Act, 2013. The main Focus areas taken in the policy are Education, Health care and family welfare, Environmental Safety, contribution to any relief fund setup by the Government of India and any State Government.

RS.148.53 lakhs were spent on CSR activities and projects undertaken during the year. The brief outline of CSR Policy along with required disclosure is given in Annexure D and form part of the Director’s Report.

The detailed CSR policy of the Company is available on the website of the Company which is 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 this Committee, number and dates of meetings held, attendance of the directors and remunerations paid to them and the brief outline of the Remuneration policy of the Company are given separately in the attached Corporate Governance Report.

The approved Remuneration Policy of the Company is also available on the website of the Company 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 and held. The details of which are given in the Corporate Governance Report. The intervening gap 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 the appropriate characteristics, skill and experience that are required of the members of the Board. The members of the Board should possess the expertise, skills and experience needed to manage and guide the Company in the right direction and to create value for all stakeholders. The members of the Board will need to consist of eminent persons of proven competency and integrity with an established track record. Besides having financial literacy, experience, leadership qualities and the ability to think strategically, the members are required to have a significant degree of commitment to the Company and should devote adequate time in preparing for the Board meeting and attending the same. The members of the Board of Directors are required to possess the education, expertise, skills and 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 director of the Company or any of its subsidiaries. They are not expected to hold any executive or independent positions in any entity that is in direct competition with the Company. Board members are expected to attend and participate in the meetings of the Board and its Committees, as relevant. They are also expected to ensure that their other commitments do not interfere with the responsibilities they have by virtue of being a member of the Board of the Company. While reappointing Directors on the Board and Committees of the Board, the contribution and attendance record of the Director concerned shall be considered in respect of such reappointment. The Independent Directors shall hold office as a member of the Board for a maximum term as per the provisions of the Companies Act, 2013 and the rules made thereunder, in this regard from time to time, and in accordance with the provisions of the Listing Regulations. The appointment of Directors shall be formalised through a letter of appointment.

The Executive Directors, with the prior approval of the Board, may serve on the Board of 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) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Independent Directors in their meeting held on January 31, 2019 have evaluated the Performance of Non-Independent Directors, Chairperson of the Company after considering the views of the Executive and Non-Executive Directors, Board as a whole assessed the quality, quantity and timeliness of flow of information between the Company’s Management and the Board. The Nomination and Remuneration Committee has also carried out evaluation of performance of every Director of the Company. On the basis of evaluation made by the Independent Directors and the Nomination and Remuneration Committee and by way of individual and collective feedback from the Non-Independent Directors, the Board has carried out the Annual Performance Evaluation of the Directors individually as well as evaluation of the working of the Board as a whole and Committees of the Board. The manner in which the evaluation has been carried out is explained in the Corporate Governance Report.

The Independent Directors are regularly updated on industry & market trends, plant process, and operational performance of the Company etc. through presentations in this regard and periodic plant visits. They are also periodically kept aware of the latest developments in the Corporate Governance, their duties as directors and relevant laws.

25. DIRECTORS

In accordance with the provisions of Section 152 of the Companies Act, 2013, and the Article of Association of the Company, Mr. H S Shashikumar is due to retire by rotation at the 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 Annual General Meeting of the Company, i.e. July 26, 2019. The Nomination and Remuneration Committee and the Board of your Company recommended the appointment of Mr. O. P. Dubey, Mr. B. B. Tandon, Mr. S. J. Khaitan and Mr. K. Raghuraman as Independent Directors of the Company for their 2nd term of 5 (five) consecutive years with effect from July 30, 2019 with the approval of Members in the ensuing Annual General Meeting of the Company. The brief profile and other information of the Directors seeking re-appointment as required under Regulation 36 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 has been given in the Notice convening the ensuing Annual General Meeting of the Company. None of Directors of the Company are disqualified as per applicable provisions of the Act.

Appointment of directors is made in accordance with the Policy on Selection & Remuneration of Directors, Key Managerial Personnel and other employees and on Board Diversity as recommended by the Nomination & Remuneration Committee and approved by the Board of Directors.

Declaration by Independent Directors

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence prescribed both under the Act and Regulation 16 of the Listing Regulations.

Separate Meeting of Independent Directors

Details of the separate meeting of Independent Directors held in terms of Schedule IV of the Act and Regulation 25(3) of the Listing Regulations are given in the Corporate Governance Report.

26. PARTICULARS OF EMPLOYEES AND KEY MANAGERIAL PERSONNEL (KMP)

The following four persons are the Key Managerial Personnel of the Company as per the provisions 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 as Managing Director of Duncan Engineering Limited, the Subsidiary of the Company received a remuneration of B 12,000/- and RS.19.75 Lacs as commission from the Subsidiary Company during the year 2018-19.

Pursuant to Sec 134(3) (q) read with Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, a Report on Remuneration and other details of Key Managerial Personnel and other Employees for the year ended March 31, 2019 is annexed to this report as Annexure E.

27. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 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 term borrowings including Fixed Deposit Programme. The current upgraded Credit Rating, received from ICRA on July 17, 2018, for fund based limits (RS.200 Crore) is (ICRA) A and for non-fund based limits (RS.14 Crore) is (ICRA) A1 . The Credit Rating for Fixed Deposit Programme (RS.5 Crore) is MAA-. ICRA has further assigned outlook for long term rating as Positive.

29. RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were on arms’ length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of Company at large. All related party transactions are placed before the Audit Committee and given in the notes annexed to and forming part of this Financial Statement. The approved policy on Related Party Transactions is also available on the website 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 to ensure that they receive their rightful dues. Your Company has also uploaded on its website, www.occlindia.com, information regarding unpaid/unclaimed dividend amounts lying with your Company.

During 2018-19, the unclaimed dividend amount of RS.5,02,855/-and RS.5,08,748/- towards the 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 remained unclaimed for seven years, despite reminder letters having been sent to each of the members concerned.

Pursuant to Section 124(6) of the Companies Act, 2013 and the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 and its amendments, all shares in respect of which dividend has not been paid or claimed for seven consecutive years or more shall be transferred by the Company in the demat account of Investor Education and Protection Fund (“IEPF”) Authority (the “Authority”) as per the procedure mentioned in the said Rules. Accordingly, your Company has transferred 4972 equity shares to the demat account of the Authority and in terms of the said Rules. All benefits accruing on such shares viz. bonus shares, split, consolidation, fraction shares etc. except the right issue shall also be credited to such demat account.

Members may note that unclaimed dividend and shares transferred to the demat account of the Authority can be claimed back by them from IEPF Authority by following the procedure mentioned in the said Rules.

31. RISK MANAGEMENT

As a policy the Company has identified key risk concern/areas. The assessment of each risk area is done on quarterly basis. Following are the main concern/risk related to the Company:

Market Related Risk: mainly demand, realisation and redundancy of the product.

Production Related Risk: mainly availability of inputs, accident or break down in the plant and rejection of material by the customers.

Human Resources Risk: includes the risk of labour unrest, high employee turnover ratio and 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 in every quarter.

The Risk Assessment is also discussed in the Management Discussion and Analysis Report.

32. SUBSIDIARY

The Company has only one subsidiary, namely Duncan Engineering Ltd (formerly known as Schrader Duncan Limited). A Statement in Form AOC -1 containing the salient features of the Subsidiary Company is attached to the Financial Statements in a separate section and forms part of this Report. The separate audited accounts of the Subsidiary Company is available on the website of the Company.

The Company’s subsidiary registered a gross turnover of RS.45,12.24 lakhs during the current Financial Year against RS.41,98.36 lakhs during FY 2017-18. The Subsidiary reported a profit of RS.2,77.93 lakhs (Previous Year Profit RS.14.76 lakhs).

In accordance with the provisions of Section 129(3) of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a Consolidated Financial Statements prepared by the Company in this Report include the financial results of the subsidiary company duly audited by the Statutory Auditors. The financial Statements of the Subsidiary for the Financial Year ended March 31, 2019, have been prepared in accordance with the Indian Accounting Standards (Ind AS) notified under section 133 of the Companies Act, 2013 read with Companies (Accounts) Rule, 2014. The Consolidated statements have been prepared in accordance with the relevant Indian Accounting Standards (IndAS) as prescribed under the Companies Act, 2013.

The Company does not have any material subsidiary in the immediately preceding accounting year. However, as per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, SEBI has made it mandatory for all listed companies to formulate a policy for determining ‘material’ subsidiaries. Accordingly, a policy on ‘material’ subsidiaries was formulated by the Audit Committee of the Board of Directors and same is also posted on the website of the Company and may be accessed at the link http://www.occlindia.com/policies.htm

33. VIGIL MACHANISM POLICY

The Company has a Vigil Mechanism Policy to deal with instance of fraud and mismanagement, if any. The details of the Vigil Mechanism Policy is explained in the Corporate 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 the Institute of Company Secretaries of India.

35. CORPORATE GOVERNANCE

The report of the Board of Directors of your Company on Corporate Governance is presented as a separate section titled Corporate Governance Report, which forms a part of the Annual Report.

The composition of the Board, the Audit Committee, the Nomination and Remuneration Committee, the Stakeholders Relationship Committee, the Corporate Social Responsibility Committee and other Committees of the Board, the number of meetings of the Board and Committees of the Board, and other matters are presented in the Corporate Governance Report.

A certificate from Mr. Sahadeb Rath of (Membership no. ACS13298 of M/s. S. Rath & Co., Practising Company Secretaries regarding compliance with the Corporate Governance requirements as stipulated in the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), which forms part of the Annual Report.

36. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report for the financial year 2018-19, pursuant to the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is given as a separate statement in the Annual Report.

37. CEO AND CFO CERTIFICATION

Pursuant to Regulation 17(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the CEO and CFO certification as specified in Part B of Schedule II thereof is attached with the Annual Report. The Managing Director & CEO and the Chief Financial Officer also provide quarterly certification on Financial Results while placing the Financial Results before the Board in terms of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

38. CODE OF CONDUCT FOR DIRECTORS AND SENIOR MANAGEMENT PERSONNEL

The Code of Conduct for Directors and Senior Management Personnel is posted on the Company’s website. The Managing Director & CEO of the Company has given a declaration that all Directors and Senior Management Personnel concerned affirmed compliance with the code of conduct with reference to the financial year ended on March 31, 2019. Declaration is attached with the Annual Report.

39. FRAUD REPORTING

There was no fraud reported by the Auditors of the Company under Section 143(12) of the Companies Act, 2013, to the Audit Committee or the Board of Directors during the year under 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 of the Sexual Harassment of Women at Work place (Prevention, Prohibition & Redressal) Act, 2013. An internal committee has been setup to redress complaints received regarding sexual 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 IN FUTURE

During the period under review, there were no significant and material orders passed by any regulator / court / tribunal impacting the going concern status and the Company’s operations in future.

42. ACKNOWLEDGMENTS

The Board places on record its appreciation of the support and assistance of various Banks, Government Agencies, Suppliers, valued Customers and the shareholders in particular and looks forward to their continued support. Relations between your Company and its employees remain cordial and the Directors wish to express their appreciation for the co-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

Director’s Report