To
The Shareholders,
Your Directors have pleasure in presenting the Second Annual Report on business and operations of the Company together with the Audited Financial Statements of the Company for the financial year ended 31st March, 2024.
FINANCIAL PERFORMANCE
Financial performance of the company for the year ended 31st March 2024 is summarised as follows:-
(Figure in Lakhs)
Particulars
Standalone
Total Income
Total Expenses
Profit/(Loss) before Tax
Less: Tax Expenses
Current Tax
Deferred Tax
Profit/(Loss) after tax
Other Comprehensive lncome/(Expenses)
Total Comprehensive Income/ (Expenses)
Profit/(Loss) brought forward from previous year
Balance carried to Balance Sheet
OPERATIONS AND STATE OF THE COMPANY'S AFFAIRS
The Company has not commenced business operations as on the date of this report. During the year under review, the Company has incurred a loss of Rs. 5.99 lakhs after tax expenses of Rs. 1.34 lakhs. The Company has not transferred any amount to General Reserve during the year.
ADOPTION OF IND-AS
Since the Company is a wholly owned subsidiary of a listed Company, it has prepared and presented its standalone financial statements for the financial year ended 31st March 2024 in accordance with the Ind-AS.
CHANGE IN NATURE OF BUSINESS
The Board confirms that there was no change in the nature of the business being carried out by the Company during the year under review.
HOLDING COMPANY
The Company is a wholly owned Subsidiary of Oriental Carbon & Chemicals Limited.
SUBSIDIARIES, JOINT VENURES OR ASSOCIATES
Your Company does not have any Subsidiary, Joint Venture or Associate.
SHARE CAPITAL
During the period under review, the company has neither increased its authorized capital nor issued any shares or securities. The issued, subscribed and paid-up share capital of your Company as on 31st March, 2024 remain at Rs. 1,00,000/- (Rupees One Lakh only) divided into 10,000 (Ten Thousand) equity shares of the face value of Rs. 10/- (Rupees Ten Only) each.
There was no change in the Authorised Share Capital of the Company. The Authorised Capital as on 31st March, 2024 remain at Rs. 5,00,000/-(Rupees Five Lakh only) divided into 50,000 (Fifty Thousand) equity shares of the face value of Rs. 10/- (Rupees Ten Only) each.
DIVIDEND
The Company is yet to commence business operations and incurred loss for the year ended 31st March, 2024. Hence, the Directors are constrained to recommend for payment of dividend for the financial year under review.
SCHEME OF ARRANGEMENT
The Hon'ble National Company Law Board Tribunal, Ahmedabad Bench (NCLT) vide its order dated 10th April, 2024 has approved the Scheme of Arrangement between the Company (Resulting Company) and Oriental carbon and Chemicals Limited, (Demerged Company), for transfer of Chemical Business Undertaking of the Demerged Company to the Resulting Company on a going concern basis.
The Board of Directors of the Demerged Company and the Resulting Company, at their respective meetings held on 24th May 2022 had approved the Scheme whereby the Appointed Date (as defined in the Scheme) of the Scheme was defined as the Effective Date (as defined in the Scheme).
However, the Hon'ble NCLT has suo motu amended the said Appointed Date to be the date of pronouncement of the NCLT Order i.e. 10th April, 2024. After evaluating the overall impact of the aforesaid NCLT Order, the Companies have filed an appeal before the Hon'ble National Company Law Appellate Tribunal (NCLAT) to allow the Appointed Date as defined in the Scheme as the Effective Date and the Company is awaiting for the final order of NCLAT as on date of this report. The Scheme shall be made effective upon receipt of final order of the NCLAT.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
During the year under review, there was no change in the directorship in the Company. Pursuant to the provisions of Section 152 (6) of the Companies Act, 2013, Rules framed thereunder and the Articles of Association of the Company, Mr. Akshat Goenka (DIN-07131982), Director of the Company, is due to retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself for reappointment.
In terms of the provisions of Section 164 of the Companies Act, 2013, none of the Directors of the Company are disqualified for appointment or for continuation as Director of the Company.
EXTRACT OF ANNUAL RETURN
In terms of MCA notification dated 5th March, 2021 read with Section 134(3)(a) of the Companies Act, 2013 and Rule 12 of Companies (Management and Administration) Rules, 2014, the requirement of annexing of an extract of Annual Return in the Board's report is no longer required and accordingly, no such disclosure is being annexed with this report.
NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS
The Board of Directors duly met six (6) times during the financial year from 1st April, 2023 to 31st March, 2024 i.e. on 07.04.2023,10.05.2023, 01.08.2023, 23.10.2023, 25.01.2024 and 22.03.2024. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013. The details of meeting attended by the each director of the Company are given below:
Name of Directors
Mr. Arvind Goenka
Mr. Akshat Goenka
Mrs. Runa Mukherjee
AUDITORS
M/s. A K A G & Associates, Chartered Accountants (FRN-304153E), Statutory Auditors of the Company had tendered their resignation on 21st March, 2024 as they were unable to continue as auditors due to preoccupation with other assignments. This had resulted in a casual vacancy in the office of Statutory auditor.
Pursuant to recommendation of the Board of Directors, shareholder of the Company at the Extra- Ordinary General Meeting held on 26th March 2024 had appointed M/s. Singhi & Co, Chartered Accountants as the Statutory Auditors to fill the aforesaid casual vacancy and to conduct Statutory Audit for the financial year 2023-24 and their tenure will expire at the ensuing Annual General Meeting.
M/s. Singhi & Co., Chartered Accountants have confirmed their eligibility and qualification under Section 141 of Companies Act 2013 for appointment as Statutory Auditors of the Company. The Board of Directors has recommended for the appointment of M/s. Singhi & Co., Chartered Accountants, as the statutory Auditors of the Company to hold office from the conclusion of 2nd AGM till the conclusion of 7th AGM of the Company.
AUDITOR'S REPORT
The Auditors report forming part of the Accounts are self explanatory and need no comments. REPORTING OF FRAUDS
During the year under review, the Statutory Auditors of the Company have not reported any frauds to the Board of Directors under Section 143(12) of the Act.
PUBLIC DEPOSIT
The Company has not accepted any public deposits and it does not hold any public deposit as on 31st March, 2024. As such, the details required to be given pursuant to the provisions of sub-rule 5 of Rule
8 of the Companies (Accounts) Rules, 2014 are not applicable to the Company.
CORPORATE SOCIAL RESPONSIBILITY
During the year under review the compliance of the requirements of Section 135 of the Companies Act, 2013 was not applicable to the Company. Further, considering the financial and other factors, your company could not take any initiative in this regard.
RELATED PARTY TRANSACTIONS
All related party transactions that were entered into during the financial year were on arm's length basis and were in the ordinary course of business details of which are given in the notes annexed to and forming part of the Financial Statements.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
Considering the nature of its activities, no measures were/are required to be taken by the Company for energy conservation and/or for additional investment for reduction in energy consumption. Further, there being no involvement of any technology as such in the company's activities during the year under review, no comments are made in this regard as well. There were no foreign exchange earnings or outgo during the year under review.
PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
None of the employees of the Company were in receipt of remuneration in excess of the limits prescribed under Rules 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 and Companies (Appointment and Remuneration of Managerial Personnel) Amendment Rules 2016.
INTERNAL FINANCIAL CONTROLS
The Company has in place adequate internal financial controls as a part of sound financial management of the Company. The Company periodically reviews the existing financial controls for better monitoring and evaluation of the performance of the Company.
RISK MANAGEMENT
The Board of Directors of the Company look into the element of risk associated with the Company. At present the Company has not identified any element of risk which may threaten its existence.
MATERIAL CHANGE AND COMMITMENT
During the year under review, there have been no material changes and commitments affecting the financial position of the Company.
Further, there have been no other material changes and commitments affecting the financial position of the Company since the close of financial year ended 31st March, 2024 and to the date of this report except the details given above regarding the approval of the Scheme of arrangement.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
Except the details given above regarding the approval of the Scheme of arrangement, 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.
PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE AND GUARANTEE PROVIDED
During the period under review, the Company neither gave any loan nor made any investment or provided guarantee or security within the meaning of section 186(4) of the Companies Act, 2013, and accordingly, no disclosure is required to be made with respect thereto.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 134(3)(c) read with Section 134(5) of the Companies Act, 2013 (hereinafter referred to as "the Act") Directors of the Company hereby state and confirm that-
(a) In the preparation of the annual accounts for the year ended 31st March, 2024, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there were no material departures from the same;
(b) The Directors have 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 as at 31st March, 2024 and of the profit and loss of the Company for the year ended on that date;
(c) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
(d) The Directors have prepared the annual accounts on a going concern basis;
(e) The Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively;
(f) The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively;
SEXUAL HARRASMENT OF WOMEN AT WORKPLACE
As required under the provisions of the sexual harassment of women at the workplace (Prevention, Prohibition & Redressal (Act 2013) read with the sexual harassment of women at the workplace (Prevention, Prohibition & Redressal (Rules 2013), an Internal Committee (ICC) with requisite no. of representatives has been set up to redress complaints of sexual harassment, if any.
The following is a summary of sexual harassment complaints received and disposed off during the financial year 2023-2024.
No. of complaints received : NIL
No. of complaints disposed off : NIL
COMPLIANCE OF SECRETARIAL STANDARDS
The Directors have devised proper systems and procedures for ensuring compliance with all applicable secretarial standards as approved by the Central Government under Section 118 (10) of the Companies Act 2013.
ACKNOWLEDGEMENT
The Board would take this opportunity to express their deep gratitude for the continued co-operation and support received from valued shareholders during the year.
Place: Noida
Date: 15th May, 2024