Corporate Governance Report
The detailed report on Corporate Governance, for the financial year ended March 31, 2014 as per the format prescribed by SEBI and incorporated in Clause 49 of the Listing Agreement is set out below:
1. COMPANY'S PHILOSOPHY ON THE CODE OF GOVERNANCE:
Corporate Governance is a set of systems and practices to ensure that the affairs of the Company are being managed in a way which ensures accountability, transparency, fairness in all its transactions in its widest sense and meets up its stakeholder's aspirations and societal expectations.
The Company has always endeavored to implement the Corporate Governance process in the most democratic form as maximization of stakeholder's wealth which is the corner-stone of your Company. For the Company, the advent of the revised Clause 49 of the Listing Agreement has paved the way for sharing with the stakeholders, the Corporate Governance practices, which are deeply rooted in the corporate culture of the Company. Your Company has been committed to the adoption and adherence to global recognised standards of corporate conduct towards its employees, clients and the society at large. The management team of your Company warrants strict adherence to Corporate Governance practices in order to cover the entire spectrum of governance activities and it benchmarks and its practices with the prevailing guidelines of Corporate Governance.
The Directors present below the Company's policies and practices on Corporate Governance
2. BOARD OF DIRECTORS
The Board of Olympic Oil Industries Limited (OOIL) consists of Five Directors with a fair representation of Non-Executive and Independent Directors. The Chairman being Non- Executive, as per Listing Agreement, the Company has one-third Independent Directors on its Board. All Independent Directors are eminent persons and bring wide range of expertise and experience to the Board thereby ensuring the best interest of stakeholders and the Company
2.2. Board Meetings
Attendance of each Director at the Board Meetings and the last Annual General Meeting:
The Company holds at least four Board Meetings in a year, one in each quarter inter-alia to review the financial results of the Company. The gap between two Board Meetings does not exceed four calendar months. Apart from the 4 scheduled Board Meetings, additional Board Meetings are also convened to address the specific requirements of the Company. Every Director on the Board is free to suggest any item in the agenda for the consideration of the Board for the next meeting or in the very meeting with the permission of the Chairman. All the departments in the Company communicate to the Compliance Officer, well in advance, the matters requiring approval of Board/ Committees of the Board to enable inclusion of the same in the agenda for Board/Committee Meetings. The important decisions taken at Board/Committee Meetings are promptly communicated to the concerned departments. Action taken reports on the decision/minutes of the previous meetings are placed at the succeeding meetings of the Board/Committee for approval and noting.
1. During Financial Year 2013-14 (8) Eight Board Meetings were held respectively on May 30, 2013, July 10, 2013, August 12, 2013, September 20, 2013, October 07, 2013, November 13, 2013, December 23, 2013 and February 10, 2014
2. Mr. Prasanna Kumar Acharya resigned from 12th August, 2013 onwards and Mr. Gopal Saxena was appointed as an additional director w.e.f 12th August, 2013.
2.3 Information provided to the Board:
The Board of the Company is presented with all information under the following heads, whenever applicable and wherever materially significant. These are submitted either as part of the agenda well in advance of the Board Meetings or are tabled in the course of the Board Meetings. This, inter-alia includes:
1. Annual operating plans for business, capital budgets, and updates.
2. Quarterly results of the Company and its operating divisions or business segments.
3. Minutes of the Audit Committee and other Committees.
4. Information on recruitment and remuneration of senior executives just below the Board level.
5. Materially important litigations, show cause notices, demands, prosecution and penalty notices.
6. Fatal or serious accidents of its employees.
7. Any material defaults in financial obligations to and by the Company or substantial non payments for services rendered by the Company.
8. Details of any joint venture or collaboration agreement or major new client.
9. Any issue, which involves possible public liability claims of substantial nature, including any judgment or order, which, may have passed strictures on the conduct of the Company or taken an adverse view regarding another enterprise that can have negative implications on the Company.
10. Transactions involving substantial payments towards goodwill, brand equity or intellectual property.
11. Significant developments on the human resources front.
12. Sale of material nature of investments, subsidiaries, assets that are not in the normal course of business.
13. Quarterly details of foreign exchange exposure and the steps taken by the management to limit the risks of adverse exchange rate movements.
14. Quarterly updates on the return from deployment of surplus funds.
15. Non-compliance of any regulatory or statutory provisions or listing requirements as well as shareholder services as nonpayment of dividend and delays in share transfer etc.
2.4 Brief resume of the Directors who will be retiring by rotation at this Annual General Meeting of the Company:
Mr. Nipun Verma, aged 26 years residing at 3A/217, Azad Nagar, Kanpur, Uttar Pradesh - 208002 holds the degree of Bachelor in Business studies from Lancaster University, U. K. He has vast experience of Minerals and Metals and Plastics.
3. Audit Committee
The primary objective of the Audit Committee is to monitor and provide effective supervision of the management's financial reporting progress with a view to ensuring accurate timely and proper disclosures and transparency, integrity and quality of financial reporting.
The Committee oversees the work carried out by the management, internal auditors on the financial reporting process and the safeguards employed by them.
3.1 Brief description of the terms of reference
The terms of reference of the Audit Committee are as follows, to the extent applicable to the Company:
1. Overview of the Company's financial reporting process and the disclosure of its financial information and to ensure that the financial statements are correct, sufficient and credible.
2. Recommending to the Board, the appointment, reappointment and, if required, the replacement or removal of statutory auditors and fixation of audit fees and other terms of appointment.
3. Approving payment to statutory auditors, including cost auditors for any other services rendered by them
4. To review with the management the annual financial statements before submission to the Board, focusing primarily on:
• Matters required to be included in the Directors' Responsibility Statement to be included in the Directors' Report in terms of sub-section (2AA) of Section 217 of the Companies Act, 1956.
• Any material changes in accounting policies and practices.
• Major accounting entries based on exercise of judgment by the management and qualifications in the draft Audit Report.
• Significant adjustments arising out of audit.
• The going concern assumption.
• Compliance with the accounting standards issued by the Institute of Chartered Accountants of India.
• Compliance with Stock Exchanges and other legal requirements concerning financial statements.
• Any related party transactions i.e. transactions of the Company of material nature, with promoters or the management, their subsidiaries or relatives etc. that may have potential conflict with the interests of the Company at large.
• Qualification in the draft audit report.
5. Reviewing with the management, the quarterly financial statements before submission to the Board for approval.
6. Reviewing, with the management the statement of uses/application of funds raised through an issue (public issue/right issue/ preferential issue etc.) the statement of funds utilised for the purposes other than those stated in the offer document, prospectus/ notice and the report submitted by the monitoring agency monitoring the utilization of proceeds of public or right issue and making appropriate recommendations to the Board to take up steps in this matter.
7. Reviewing and monitoring the auditors independence and performance and effectiveness of audit process
8. Approval or any subsequent modification of transactions of the Company with related parties.
9. Scrutiny of inter corporate loans and investments.
10. Valuation of undertakings or assets of the Company, whenever it is necessary.
11. Evaluation of internal financial controls and risk management systems.
12. To review with Management performance of the Statutory and Internal Auditors, adequacy of the internal control systems.
13. To review the adequacy of internal audit function, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure, coverage and frequency of internal audit.
14. To discuss with internal auditors about any significant findings and follow-up thereon.
15. To review the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the Board.
16. To discuss with statutory auditors before the audit commences, the nature and scope of audit as well as have post-audit discussions to ascertain any area of concern.
17. To look into the reasons for substantial defaults in the payments to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors.
18. To review the functioning of the Whistle Blower mechanism, in case the same is existing including operating of the vigil mechanism system for Directors and employees of the Company in accordance with Section 177 of the Companies Act, 2013
19. Approval of appointment of CFO (i.e. the Whole Time Finance Director or any other person heading the finance function or discharging that function) after assessing the qualifications, experience and background etc of the candidate.
20. Carrying out any other function as is mentioned in the terms of reference of the Audit Committee.
3.2 Composition, Name of Members and Chairman:
• The Audit Committee of the Company comprises of 1 Executive Director and 2 Independent Directors.
• During the year under review, the Audit Committee was reconstituted on 12th August, 2013 by appointing Mr. Gopal Saxena as a member in the said Committee. Mr. Prasanna Acharya ceased from the Directorship with effect from 12th August, 2013.
• The Committee comprises of Mr. Gopal Saxena - Chairman, Mr. Sharad Bhartia and Mr. Ashok Patel as members and Mr. Atul Rastogi as Secretary of the committee.
Note: The Audit Committee reconstituted by Board on 30th May, 2014 and its scope enhanced to align it with the scope and powers set out in Section 177 of Companies Act, 2013 and amended clause 49 of Listing Agreement.
4. Nomination, Remuneration and Compensation Committee (Remuneration Committee):
The Remuneration Committee reconstituted and renamed by Board as Nomination, Remuneration and Compensation Committee on 30th May, 2014 and its scope enhanced to align it with the scope and powers set out in Section 178 of Companies Act, 2013 and amended clause 49 of Listing Agreement
4.1 Brief description of the terms of reference
The terms of reference of the Remuneration Committee are as follows, to the extent applicable to the Company:
1. To determine on behalf of the Board and on behalf of the Shareholders the Company's policy on specific remuneration Packages to Executive Directors including pension rights and any compensation payment.
2. Such other matters as may from time to time be required by any statutory, contractual or other regulatory requirement required to be attended by such committee.
3. The name of the said Committee is now ''Nomination and Remuneration Committee" and the terms of Reference has been enlarged as required under the provisions of Companies Act, 2013 / Listing Agreement.
4.2 Composition, Name of Members and Chairman:
The Committee comprises of 2 Independent Directors and 1 Executive Directors.
Mr. Ashok Patel - Chairman
Mr. Arvind Srivastava - Member
Mr. Nipun Verma - Member
Mr. Atul Rastogi - Secretary
1. Identifying persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, and recommend to the Board their appointment and removal.
2. Formulation of criteria for evaluation of Independent Directors and the Board;
3. Formulation of the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board a policy, relating to the remuneration of the directors, key managerial personnel and other employees;
5. Stakeholders Relationship Committee (Formerly known as Investors' Grievance cum Share Transfer Committee)
The Investors' Grievance cum Share Transfer Committee reconstituted and renamed by Board as Stakeholders Relationship Committee on 30th May, 2014 and its scope enhanced to align it with the scope and powers set out in Section 178 of Companies Act, 2013 and amended clause 49 of Listing Agreement.
5.1 Scope of the Committee
The scope of the Stakeholders Relationship Committee is to review and address the grievances of the shareholders in respect of share transfers, transmission, issue of duplicate/consolidated share certificates, allotment and listing of shares, non-receipt of annual report, non- receipt of balance sheet, non-receipt of dividend etc. and other related activities. In addition, the Committee also looks into matters that can facilitate better investor's services and relations.
5.2 Composition of the Committee
During the year under review, the Investors' Grievance cum Share Transfer Committee was reconstituted at Meeting of the Board of Directors of the Company held on 30th May, 2014 to align with the Companies Act, 2013 and amended provisions of Clause 49 of listing Agreement and so renamed as Stakeholders Relationship Committee. The Committee comprises of Mr. Arvind Srivastava - Chairman, Mr. Nipun Verma and Mr. Ashok Patel, as members.
5.3 Compliance Officer
Mr. Atul Rastogi is the Compliance Officer of the Company
6.1 Disclosures regarding materially significant related party transactions
No transaction of material nature has been entered into by the Company with its Promoters or Directors or management or relatives etc. that may have potential conflict with the interests of the Company.
All transactions with the Related Parties were in the ordinary course of business and at arms length basis.
There are no material transactions with related parties, which require separate disclosure. A comprehensive list of related party transactions as required by Accounting Standard (AS) 18 issued by the Institute of Chartered Accountants of India, forms part of note no. 22 of schedule A to the accounts in the Annual Report.
The Board reviews the risk assessment and minimization procedure from time to time. The risk management issues are discussed in detail in the report of Management Discussion and Analysis.
There is no material pecuniary transaction with any Non-Executive as well as Independent Directors of the Company that requires a separate disclosure.
The Management Discussion and Analysis Report is prepared in accordance with the requirements laid out in Clause 49 of the Listing Agreement.
There were no materially significant related party transactions i.e. transactions of the Company of material nature with its Promoters, Directors or the Management, their subsidiaries or relatives etc. that may have potential conflict with the interest of the Company at large.
No penalties were imposed on the Company by the Bombay Stock Exchange Limited or SEBI or any other Statutory Authority on any matter related to capital market during the last three years.
The details of compliance with mandatory requirements of Clause 49 are as contained in this Report.
6.3 Prevention of Insider Trading
In compliance with the Securities and Exchange Board of India (Prevention of Insider Trading) Regulations 1992, as amended till date on prevention of Insider Trading, the Company has adopted a comprehensive code of conduct and the same is being strictly adhered by its management staff and relevant business associates. The code expressly lays down the guidelines and the procedure to be followed and disclosures to be made while dealing with shares of the Company and cautioning them on the consequences on non-compliance thereof.
The Company follows quiet periods (closure of trading window) prior to its publication of Unpublished Price Sensitive Information. During the quiet period, the Company has set up a mechanism where the management and relevant staff and business associates of the Company are informed not to trade in Company's securities.
The company also affirms that no personnel has been denied access to the Audit Committee
6.4 Code of conduct
In terms of Clause 49 of the Listing Agreement(s), the Company has adopted a Code of Conduct for the Board of Directors and Senior Management Personnel of the Company. The same has been posted on the Company's website. The Declaration by the Chairman of the Company forms part of this Report.
6.5 Whistle Blower Policy
The Company promotes ethical behaviour in all its business activities and has put in place a mechanism of reporting illegal or unethical behaviour. The Company has a whistle blower policy wherein the employees are free to report violations of laws, rules, regulations or unethical conduct to their immediate supervisor or such other person as may be notified by the management to the workgroups. The confidentiality of those reporting violations is maintained and they are not subjected to any discriminatory practice.
6.6 Details of Compliance with Clause 49 of the Listing Agreement
The Company has complied with the provisions of Clause 49 of the Listing Agreement
7 Means of Communication
(a) Quarterly Results: The quarterly, Half Yearly and Annual Results are sent to the Stock Exchange immediately after they were approved by Board.
(b) Newspapers: The quarterly, Half Yearly and Annual Results are published in The Free Press Journal (National Daily) and Navashakti (Regional Newspaper).
8. Management Discussion and Analysis
The Company has provided a detailed Management Discussion and Analysis report in its Annual Report and the same forms part of the Annual Report.
9. General Shareholder Information
9.1 Forth Coming Annual General Meeting
The forthcoming Annual General Meeting of the Company is scheduled to be held on Monday the 22nd Day of September, 2014 at the Registered Office of the Company at 907-910, Meadows Sahar Plaza, Andheri Kurla Road, J. B. Nagar, Andheri (East). Mumbai 400 059 at 10.00 am
9.2 Financial Year of the Company
1st April to 31st March every year
9.3 Date of Book Closure
From 17th September, 2014 to 22nd September, 2014 (Both days inclusive)
Listing on Stock Exchange
Stock Code 507609
The ISIN o.f Olympic Oil Industries Limited on CDSL
9.8 Registrar and Share Transfer Agents
Sharex Dynamic (India) Private Limited Unit No. 1, Luthra Industrial Premises Safed Pool, Andheri Kurla Road Andheri (East), Mumbai - 400072.
9.09 Share Transfer System
Shares sent for transfer in physical form are registered and returned by Registrar and Share Transfer Agents within 30 days from the date of receipt of documents, provided that the documents are found in order .Shares under objection are returned within 21 days.
9.10 Dematerialisation of Shares
As on 31st March, 2014, 20,14,069 equity shares of Rs. 10/- each were in dematerialized form with CDSL constituting 70.57% and 5,44,761 equity shares of Rs. 10/- each were in dematerialized form with NSDL constituting 19.08% respectively of the paid-up capital.
9.13Outstanding GDRs/ADRs/or Warrants or any Convertible instrument, conversion date and likely to impact on Equity : NIL
9.12 Address for correspondence
For any Query relating to the Shares of the Company
Sharex Dynamic (India) Private Limited,
Unit No. 1, Luthra Industrial Premises, Safed Pool, Andheri Kurla Road, Andheri (East) Mumbai - 400072 Any other Query
Secretarial Department of Olympic Oil Industries Limited
Mr. Mahesh Kuwalekar Company Secretary Olympic Oil Industries Limited 907-910, Meadows, Sahar Plaza, Andheri Kurla Road J. B. Nagar, Andheri (East), Mumbai-400059