To,
The Members,
Orissa Bengal Carrier Limited
Your directors have immense pleasure in presenting the 28th Annual Report on
the business and operations of the Company for the year ended on 31st March,
2023 together with audited standalone financial statements and the auditors thereon.
1. FINANCIAL HIGHLIGHTS
The Company's standalone financial performance for the year ended March 31, 2023 is as
summarized below:
PARTICULARS |
FY 2022-23 |
FY 2021-22 |
Revenue from Operation |
36,708.62 |
30,319.72 |
Other Income |
143.11 |
324.94 |
Total Revenue |
36,851.73 |
30,644.66 |
Gross Transportation Expenses |
34,657.09 |
28,581.39 |
Employees Benefits Expense |
428.37 |
331.09 |
Finance Cost |
138.70 |
173.83 |
Depreciation and Amortization Expenses |
257.37 |
251.27 |
Other Expenses |
869.84 |
245.29 |
Profit/ (Loss) before Tax |
500.36 |
1061.79 |
Current Tax |
119.55 |
266.47 |
Deferred Tax |
13.89 |
12.16 |
Profit/ (Loss) After Tax |
366.92 |
783.59 |
Earnings Per Equity Share: Basic and Diluted (in Rs.) |
1.76 |
3.71 |
During the Year under review, Your Company has recorded Revenue from Operation of Rs.
36,708.62 Lakhs and Net Profit after Tax of Rs. 366.92 Lakhs respectively. The
financial result as reflected in the Statement of Profit & Loss of the Company is
self-explanatory. The Company has made good progress in terms of Turnover and will
continue to access the path of success in succeeding financial years and are hopeful for
the bright future prospects. An amount of Rs. 5,41,43,316/- which was identified in
financial year 2020-21 as fraud at Jharsuguda Branch of OBCL and shown as Non-current
assets in the Financial Statements during the FY 2021-22 has been derecognized as an asset
in the FY 2022-23 resulting in the decrease in the profit of the Company of that amount.
The performance of the business of the Company are detailed out in the Management
Discussion and Analysis Report which forms part of the Annual Report.
3. AVAILABILITY OF FINANCIAL
STATEMENTS
The ‘Ministry of Corporate Affairs' has come out with a circular dated 29 April
2011 which allows the companies to send documents including ‘Annual Reports' and
other intimation by email. The company is already having email ID of the members holding
their shares in DEMAT through their respective depository participants. The said email ID
shall be considered as registered email ID for the said members unless informed otherwise
to the Company or Registrar and Transfer Agent.
The members are requested to register their email IDs with the ‘Registrar and
Transfer Agent' of the company if not yet done.
Full version of Annual Report 2022-23 is also available for inspection at the Corporate
Office of the Company during working hours up to the date of ensuing Annual General
Meeting (AGM). It is also available at the Company's website.
4. FINANCIAL LIQUIDITY
The Company's working capital management is robust and involves a well-organized
process, which facilitates continuous monitoring and control over receivables, payables
and other parameters.
5. DIVIDEND:
In view of growth plans, your directors do not recommend any dividend for the Financial
Year under review.
6. TRANSFER TO RESERVES
The Company has not transferred any amount to reserves during the Financial Year under
review.
7. SHARE CAPITAL
Share Capital |
Amount (Rs.) |
Authorized Share Capital |
24,00,00,000 |
Paid-up Share Capital |
21,08,27,900 |
The Authorized Share Capital of your Company is Rs. 24,00,00,000/- comprising of 2,40,00,000
Equity Shares of Rs.10/- each and the Paid-up Share Capital is Rs. 21,08,27,900/-
comprising of 2,10,82,790 Equity Shares of Rs.10/- each. During the year, the
Company has not altered its share capital. During the FY 2022-23, there was no change in
the capital structure
8. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING FINANCIAL POSITION OF THE
COMPANY
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 i.e.
31st March, 2023, to which the Financial Statements relate and the date of the report, if
any, disclosed in separate respective head.
9. MATERIAL CHANGES IN NATURE OF BUSINESS
During the year under review there was no material change in the nature of business of
the Company.
10. SUBSIDARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:
Your Company does not have any Subsidiary, Joint Venture or Associate company.
11. LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013
During the year under review, the Company has not granted any loan or provided any
guarantee as specified in Section 186 (2) of the Companies Act, 2013. During the year
under review, the Company has made investments in the Equity Shares of the National Stock
Exchange of India Limited and Fino Payments Bank Limited within the limits prescribed
under Section 186 (2) of the Companies Act, 2013. Hence no approval from the shareholders
in this regard was required.
12. DEPOSITS
During the year under review, Company has not invited, accepted or renewed any deposit
from the public in terms of the directives issued by the Reserve Bank of India and the
provisions of section 73 to 76 or any other relevant provisions of the Companies Act, 2013
and the rules made there under. Accordingly, the requirement to furnish details relating
to deposits covered under Chapter V of the Companies Act, 2013 does not arise
All contracts/ arrangements/ transactions entered into during FY with related parties
were on an arm's length basis and in the ordinary course of business and were in
compliance with the applicable provisions of the Companies Act, 2013 and SEBI (LODR)
Regulations, 2015. There are no materially significant Related Party Transactions entered
into with the Directors, Key Managerial Personnel or other designated persons which may
have a potential conflict with the interest of OBCL at large. All Related Party
Transactions are placed before the Audit Committee for its approval. The transactions with
related parties are also reviewed by the Board.
The Company has adopted a Policy on Related Party transactions as approved by the
Board, which is uploaded on the Company's website:
https://www.obclimited.com/policies.php
The particulars of contracts or arrangements with related parties are given in Form
AOC-2 and are attached herewith as Annexure -1 to this Report.
14. ANNUAL RETURN
Pursuant to the provisions of Section 134(3)(a) and Section 92(3) of the Act read with
Rule 12 of the Companies (Management and Administration) Rules, 2014, the draft of the
Annual Return of the Company for the Financial Year March 31, 2023 is uploaded on the
website of the Company and can be accessed at
https://www.obclimited.com/otherinformation. php
15. DIRECTOR'S RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Act, the
Board of Directors state that:
i. in the preparation of the annual accounts year ended March 31, 2023, the applicable
accounting standards had been followed and there are no material departures from the same;
ii. the accounting policies had been selected and applied consistently and judgement
and estimates had been made that were reasonable and prudent so as to give a true and fair
view of the state of affairs of the Company as on March 31, 2023, and of the profit of the
Company for the year ended on that date;
iii. that proper and sufficient care has been taken 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;
iv. that the annual accounts have been prepared on a going concern basis;
v. that proper internal financial controls laid down by the Directors were followed by
the Company and such internal financial controls are adequate and were operating
effectively; and
vi. that proper systems to ensure compliance with the provisions of all applicable laws
have been devised and such systems were adequate and were operating effectively.
16. DIRECTORS & KEY
MANAGERIAL PERSONNEL
The Company has a professional Board with right mix of knowledge, skills and expertise
with an optimum combination of Executive, Non-executive and Independent Directors
including one Woman Director as per the requirement of the Securities and Exchange Board
of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the
Companies Act, 2013. The Board provides strategic guidance and direction to the Company in
achieving its business objectives and protecting the interest of the stakeholders.
Mr. Gopal Kumar Ravi Agrawal |
Chairman & Non- Executive Director |
Mr. Ravi Agrawal |
Managing Director |
Mr. Manoj Kumar Agrawal |
Wholetime Director |
Mrs. Shakuntala Devi Agrawal |
Non-Executive & Woman Director |
Mr. Ashish Dakalia |
Independent Director |
Mr. Sourabh Agrawal |
Independent Director |
As on March 31, 2023, the Board consisted of Mr. Gopal Kumar Agrawalla, Chairman and
Non-Executive Director; Mr. Ravi Agrawal, Managing Director; Mr. Manoj Kumar Agrawal,
Wholetime Director; Mrs. Shakuntala Devi Agrawal, Non-executive and Woman Director; Mr.
Ashish Dakalia, Independent Director and Mr. Sourabh Agrawal, Independent Director.
Mr. Ravi Agrawal was appointed as the Managing Director of the Company with effect from
June 01, 2022 as per the recommendations and approval of the Nomination & Remuneration
Committee, the Board and the Shareholders in their respective meeting held on April 28,
2022; April 28, 2022 and May 28, 2022
respectively.
Mr. Gopal Kumar Agrawalla was appointed as a Non-Executive Director and Chairman of the
Company by the Shareholders of the Company in their meeting held on May 28, 2022. Mr.
Manoj Kumar Agrawal continued as Wholetime Director of the Company during the year ended
March 31, 2023. Mrs. Shakuntala Devi Agrawal continued as NonExecutive Director of the
Company. As per Section 149(1) of the Companies Act, 2013 read with Rule 3 of The
Companies (Appointment and Qualification of directors) Rules, 2014, Mrs. Shakuntala Devi
Agrawal is also the Woman Director of the Company.
The five-year term of directorship of Mr. Ravi Agrawal and Mr. Manoj Kumar Agrawal came
to an end on June 30, 2023. Mr. Manoj Kumar Agrawal, vide his letter dated, June 16, 2023,
has expressed his intention to not continue his directorship on the Board of the Company.
The Nomination & Remuneration Committee and the Board of Directors of the Company
in their respective meetings held on June 30, 2023 have approved and recommended the
re-appointment of Mr. Ravi Agrawal as the Managing Director of the Company for the period
of five years with effect from 01st July 2023 to 30th June 2028. The Company has received
the consent and other disclosures as per the requirements of the Companies Act, 2013 and
SEBI Regulations from Mr. Ravi Agrawal regarding his re-appointment as the Managing
Director of the Company.
The Nomination & Remuneration Committee and the Board of Directors of the Company
in their respective meetings held on June 30, 2023 have approved and recommended the
appointment of Ms. Priti Agrawal (DIN: 06726530) as an Additional Executive Director on
the Board of the Company w.e.f. 01.07.2023. The Company has received the consent and other
disclosures as per the requirements of the Companies Act, 2013 and SEBI Regulations from
Ms. Priti Agrawal regarding her appointment as an Additional Executive Director on the
Board of the Company.
Mr. Akshay Agrawal resigned from the post of Chief Financial Officer (CFO) of the
Company w.e.f. November 12, 2022. Mr. Kapil Mittal, an associate member of the Institute
of Company Secretaries of India was appointed as the Chief Financial Officer (CFO) of the
Company w.e.f. November 12, 2022.
During the FY 2022-23, there was no other change in the Board of Directors/Key
Managerial Personnel of the Company.
DIRECTOR
Pursuant to requirements of the Companies Act, 2013, the Company has framed policies on
the appointment of Directors and Senior Management Personnel i.e. Nomination Policy and
Remuneration of Directors and Key Management Persons identified under the Companies Act,
2013 and other employees i.e. Remuneration Policy including criteria for determining
qualifications, positive attributes, independence of a director and other matters provided
under sub-section (3) of section 178 and the same are in force. The Nomination and
Remuneration Policy of the Company forms part of the Board's Report as Annexure-2.
Ms. Muskaan Gupta continued as Company Secretary & Compliance Officer of the
Company.
17. POLICY ON DIRECTORS'
APPOINTMENT AND
REMUNERATION
18. RE-APPOINTMENT OF DIRECTOR:
Pursuant to Section 149, 152 and other applicable provisions of the Companies Act,
2013, one-third of such of the Directors as are liable to retire by rotation, shall retire
every year and, if eligible, offer themselves for re-appointment at every AGM.
Mr. Gopal Kumar Agrawalla retires by rotation at the ensuing Annual General Meeting and
is eligible for re-appointment. Details of the proposal for his re-appointment is
mentioned in the Explanatory Statement of the Notice of the 28th Annual General Meeting of
the Company pursuant to Section 102 of the Companies Act, 2013. The reappointment of the
Director is appropriate and in the best interest of the Company. The Board recommends his
re-appointment to the Shareholders.
19. DIRECTOR'S E-KYC
The Ministry of Corporate Affairs (MCA) has vide amendment to the Companies
(Appointment and Qualification of Directors) Rules, 2014, mandated KYC of all the
Directors through the e-Form DIR-3 KYC. All Directors of OBCL have complied with the
aforesaid requirement.
20. DISCLOSURES UNDER SECTION
164 OF THE COMPANIES ACT, 2013
The Company has received the disclosures in the Form DIR-8 required under Section 164
of the Companies Act, 2013 and has noted that none of the directors have incurred any of
the disqualifications on account of non-compliance with any of the provisions of the
Companies Act, 2013
read with the Companies (Appointment and Qualification of Directors) Rules, 2014.
Further, there were no acts of omission/commission by the company itself, leading to the
disqualification of its directors.
21. BOARD AND COMMITTEE MEETINGS
Meeting No. Meeting Date |
Directors present |
1. APRIL 28, 2022 |
06 |
2. May 30, 2022 |
06 |
3. August 04, 2022 |
06 |
4. November 11, 2022 |
06 |
5. February 13, 2022 |
06 , |
6. March 31,2023 |
06 |
The Board met six (6) times during the year on April 28, 2022; May 30, 2022; August 04,
2022; November 11, 2022; February 13, 2023; and March 31,2023.
During the year under review, the total duration of the Board meetings i.e. approximate
aggregate number of hours was about 15 hours. The maximum gap between any two meetings was
less than one hundred and twenty days.
For further details of the meetings of the Board, please refer to the Corporate
Governance Report, which forms part of this report.
As on 31st March, 2023, the Board of Directors has constituted various
committees as per the requirements of the Companies Act, 2013 and SEBI Regulations
including Audit Committee, Nomination & Remuneration Committee, Stakeholders
Relationship Committee and Corporate Social Responsibility Committee.
Details of the composition of Committees of the Board, meetings held, attendance of the
Directors at such Meetings and other relevant details are given in the Corporate
Governance Report forming part of this Report.
22. COMMITTEES OF THE BOARD
a) Review & Evaluation of the performance of Non-Independent Directors and the
Board of Directors as a whole.
b) Review of the performance of the Chairperson, Executive and NonExecutive Directors
of the Company.
The Board has constituted various committees as per the requirements of the Companies
Act, 2013 and SEBI Regulations including Audit Committee, Nomination & Remuneration
Committee, Stakeholders Relationship Committee and Corporate Social Responsibility
Committee. Details of the composition of Committees of the Board, meetings held,
attendance of the Directors at such Meetings and other relevant details are given in the
Corporate Governance Report forming part of this Report.
23. MEETING OF INDEPENDENT DIRECTORS
A separate meeting of the Independent Directors was held during the year under review
which performed the following functions:
c) Assessment of the quality, quantity and timeliness of flow of information between
the Management and the Board.
24. DECLARATION BY
INDEPENDENT DIRECTORS
The Independent Directors have given declaration of independence as required under the
applicable laws as well as confirmation that he/ she is not aware of any circumstance or
situation, which exist or may be reasonably anticipated, that could impair or impact his /
her ability to discharge his / her duties with an objective independent judgement and
without any external influence and that he/she is independent of management and a
confirmation that he/ she has read and understood the Company's code of conduct, as
applicable to the Board of Directors of the Company.
The enrolment of all Independent Directors in the Databank being maintained by the
Indian Institute of Corporate Affairs to qualify as an
Independent Director has been completed and they have all furnished the declaration
affirming their compliance with the relevant provisions of Companies (Appointment &
Qualification of Directors) Rules along with the Declaration of Independence given as per
section 149(6) of the Companies Act, 2013.
Based on the confirmation/declaration received from the independent directors, that
he/she was not aware of any circumstances that are contrary to the declarations submitted
by him/her, the Board acknowledged the veracity of such confirmation and takes the same on
record. In the opinion of the Board, all the aforesaid Independent Directors possess the
requisite expertise and experience (including the proficiency) and they hold the highest
standards of integrity.
25. PERFORMANCE EVALUATION
As per the provisions of the Companies Act, 2013, the Nomination & Remuneration
Committee (NRC) specifies the manner for effective evaluation of the performance of Board,
its Committees and individual directors to be carried out either by the
Board, by the NRC or by an independent external agency and review its implementation
and compliance. Accordingly, the evaluation of the performance of the Board, its
Committees and of its individual directors are carried out by the Nomination and
Remuneration Committee of the Company. The evaluation exercise in terms of Schedule IV of
the Companies Act, 2013 was also carried out for the FY 2022-23 in a separate meeting of
Independent Directors held on March 31, 2023. The performance of all the Directors was
evaluated by the entire Board except the person being evaluated. The performance of the
Committees was evaluated by the Board. The NRC also carried out the evaluation of
Individual Directors. The Board also carried out the evaluation of their own performance
apart from its Committees and Individual Directors.
26. AUDITORS AND AUDITORS' REPORT
(i) Statutory Auditor:
Pursuant to Section 139 of the Act, M/s. Agrawal & Pansari, Chartered Accountants,
Raipur were appointed as the Statutory Auditors of the Company at the Annual General
Meeting held on, 09th July, 2018 to hold office until conclusion of Annual
General Meeting to be held in the year 2023.
In continuation of its term of appointment, the said Audit Firm conducted the Statutory
Audit of the Company for the financial year ended March 31,2023.The above term of 5 years
is expiring upon conclusion of ensuing AGM.
Accordingly, based on the recommendations of the Audit Committee, the Board of
Directors has recommended the appointment of M/s. Agrawal Mahendra & Co., as Statutory
Auditors of the Company, for a term of 5 consecutive years, to hold office from the
conclusion of 28th AGM till the conclusion of 33rd AGM to be held in the calendar year
2028. M/s. Agrawal Mahendra & Co., have confirmed their willingness and eligibility to
the effect that their appointment, if made, would be within the prescribed limits under
the Act and that they are not disqualified for reappointment.
Under Section 139 and 141 of the Act and Rules framed there under, M/s. Agrawal
Mahendra & Co. confirmed that they are not disqualified from continuing as Statutory
Auditors of the Company and furnished a valid certificate issued by the Peer Review Board
of the Institute of Chartered Accountants of India.
Statutory Audit Report:
The report of the Statutory Auditors forms part of the financial statements. The
Statutory Auditors' Report for FY 2022-23 does not contain any qualification, reservation
or adverse remark.
(ii) Internal Auditor:
Pursuant to Section 138 of the Act & rules made thereunder, M/s. Agrawal Mittal
& Associates, Chartered Accountants, Raipur, (FRN No. 028560C) were appointed as the
Internal Auditors of the Company for the FY 2021-22 and onwards.
Internal Audit Report:
The Internal Auditors' M/s. Agrawal Mittal & Associates, Chartered Accountants,
have issued clean Internal Audit Report for the quarter and year ended March 31, 2023, as
per the requirements of the Companies Act, 2013 and Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations, 2015.
(iii) Secretarial Auditor
The Board has appointed M/s. Anil Agrawal & Associates, Practicing Company
Secretaries, Raipur to conduct Secretarial Audit of the Company for the financial year
ended 31st March, 2023 in compliance with the provisions of Section 204 of the Companies
Act, 2013.
The Board has also proposed to appoint M/s. Anil Agrawal & Associates., Practicing
Company Secretaries, to Scrutinize the voting process in the ensuring AGM and provide a
fair report accordingly. The Scrutinizer shall, after the conclusion of voting at the AGM,
first count the votes cast during the AGM and, thereafter, unblock the votes cast through
remote e-Voting and shall make, not later than 48 hours from the conclusion of the AGM, a
Consolidated Scrutinizer's Report of the total votes cast in favour or against, if any, to
the Chairman or a person authorized by him in writing, who shall countersign the same and
declare the result of the voting forthwith.
The Secretarial Auditors' M/s. Anil Agrawal & Associates, Company Secretaries, have
issued a clean Secretarial Audit Report in the Form No. MR-3 for the FY 2022-23 as per the
requirement of the Companies Act, 2013 and SEBI Regulations. The Secretarial Audit Report
for the FY 2022-23 forms part of the Board's Report as Annexure-3.
27. EXPLANATIONS OR COMMENTS ON THE QUALIFICATION,
RESERVATION OR ADVERSE REMARK OR DISCLAIMER MADE BY THE AUDITOR IN HIS REPORT
There were no qualification, reservation, disclaimer or adverse remark made by the
Statutory Auditors', Secretarial Auditors' or Internal Auditors' in their Report issued to
the Company.
28. LISTING ON STOCK EXCHANGES
The Equity Shares of the Company are listed on the Main Board of BSE Ltd. (‘BSE')
and the National Stock Exchange of India Ltd. (‘NSE') with effect from April 07,
2022.
29. SECRETARIAL STANDARDS
The applicable Secretarial Standards, i.e., SS-1 and SS-2, relating to ‘Meetings
of the Board of Directors' and ‘General Meetings' have been duly complied with by
your Company.
30. CORPORATE SOCIAL
RESPONSIBILITY (CSR)
OBCL is covered under the purview of Section 135 of the Companies Act 2013 and hence it
needs to constitute a CSR Committee and spend 2% of its average net profit for identified
CSR purposes. The Company has duly constituted a CSR Committee consisting of Mr. Ashish
Dakalia, Independent Director as the Chairman and Mr. Ravi Agrawal, Managing Director and
Mrs. Shakuntala Devi Agrawal, NonExecutive Director of the Company as the members of the
CSR Committee. The CSR projects of the Company are being implemented by the Company itself
based on the CSR Policy of the Company as approved by the Corporate Social Responsibility
Committee and the Board of Directors of the Company.
During the year 2022-23, the CSR Contribution of the Company was required to be spent
to implement the Corporate Social Responsibility Policy of the Company in the manner laid
down in subsection (5) of section 135 of the Companies Act 2013 and the actual amount
incurred towards approved projects was 100% of the amount to be spent by the Company.
The CSR policy is available on your Company's website www.obclimited.com. The
disclosures required to be made in the Board's Report as per Rule 9 of Companies
(Corporate Social Responsibility Policy) Rules, 2014 is attached herewith as Annexure -
4.
31. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
In Terms of the Regulation 34 read with Schedule V of the SEBI (LODR) Regulations 2015,
Management Discussion and Analysis report forms part of this Annual Report.
Orissa Bengal Carrier Limited (OBCL) is a public limited company, whose securities are
listed on the Main Board of NSE and BSE with effect from April 07, 2022. The Company is
committed to maintain the highest standards of corporate governance and adhere to
corporate governance requirements.
OBCL has always been involved in good governance practices and endeavors continuously
to improve upon the same. A report on corporate governance for the financial year 2022-23
is furnished as part of the Board's Report for the information of all its stakeholders as Annexure-5(i).The
Compliance Certificate from a Practicing Company Secretary confirming compliance with the
conditions of disclosures and Corporate Governance norms specified for listed companies
& Certificate of NonDisqualification of Directors pursuant to
Regulation - 34(3) and Schedule - V Para - C clause - (10) (l) of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 for the year ended March 31,
2023 are attached to the Corporate Governance Report.
33. CODE OF CONDUCT
A code of conduct for Directors and Senior Management Personnel of the Company is
framed as per the requirements of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015. All the Directors and the KMPs have affirmed compliance
with the Code of Conduct. As per the requirement of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, the Code of Conduct, has been hosted on the
website of the Company. The Managing Director of the Company has affirmed to the Board of
Directors that the Code of Conduct has been complied by the Directors and senior
management personnel and the same is attached herewith as Annexure- 5(ii) and forms
part of Corporate Governance Report.
As per the requirement of the SEBI (LODR) Regulations, 2015, the code of conduct, has
been hosted on the website of the Company at https://www.obclimited.com/policies.php
34. BUSINESS RESPONSIBILITY &
SUSTAINABILITY REPORT
The Securities and Exchange Board of India (‘SEBI') under Regulation 34(2)(f) of
the SEBI (LODR) Regulations, 2015 read with National Guidelines on Responsible Business
Conduct issued by the Ministry of Corporate Affairs requires top one thousand listed
companies based on market capitalization to present a Business Responsibility and
Sustainability Report (BRSR) to its stakeholders in the prescribed format.
During the year under review, OBCL did not fall under the top one thousand listed
companies based on market capitalization, accordingly the requirement relating to Business
Responsibility and Sustainability Report under the SEBI (LODR) Regulations, 2015 does not
arise.
35. INTERNAL FINANCIAL CONTROL
SYSTEMS AND THEIR ADEQUACY
Internal Financial Controls are an integral part of the Group Risk Management framework
and processes that address financial as well as financial reporting risks. The key
internal financial controls have been documented, automated wherever possible and embedded
in the respective business processes.
There is a high degree of automation in most of the key areas of operations and
processes. Also, all the processes are well defined which, inter alia, includes the
financial controls in the form of maker checker, strict adherence to financial delegation
given by the Board at various levels, systemic controls, information security controls as
well as role-based access controls, etc. Further, these controls are periodically reviewed
for change management in situations like the introduction of new processes/change in
processes, change in the systems, change in personnel handling the activities, etc.
Besides, these controls are independently reviewed by the internal auditors /operations
reviewers of the Company including conducting the routine
internal audit/ operations review by them whereby the audit activity embeds
validation/review of the controls to establish their adequacy and effectiveness.
The Internal Auditors, Statutory Auditors and the Secretarial Auditors review the
compliances by the Company with respect to various laws, rules, regulations, etc. as
applicable to it. The observations, if any, of the internal audit, statutory audit and the
secretarial audit are also presented to the Audit Committee as and when they occur. The
Statutory Auditors have conducted a review of internal financial controls including entity
level controls, general controls, risk control and process walk through on a sample basis
as per the guidelines issued by the ICAI.
36. SIGNIFICANT AND MATERIAL
ORDERS
During the year under review, there were no significant or material orders passed by
the Regulators or Courts or Tribunal which would impact the going concern status of your
Company and its future operation.
37. HUMAN RESOURCES
The Human Resource function has ensured that it has driven process excellence by
digitizing work processes in tandem with policy changes so that technology driven
engagement, efficiency, simplicity, scalability and empowerment could be achieved. With
the great belief that people are our greatest asset, the employer-employee relationship
can be characterized as fair, trusting and caring.
Your Company organized various in-house training programs on Operational Efficiency,
Quality Service, HR policies and Claim Risk Management for employees at all levels Senior
Management Personnel participated in various Management Development Programs with special
reference to the Logistics; organized by reputed institutions. Your Company has always
viewed human resource development as a critical activity for achieving its business goals.
38. PARTICULARS OF EMPLOYEES
As on March 31, 2023, there were 174 employees on the payroll of OBCL. The statement as
required under Section 197(12) of the Act read with Rule 5(1 )(i) of the Companies
(Appointment and Remuneration) Rules, 2014 in respect to the ratio of remuneration of each
director to the median remuneration of the employees of the Company for the Financial Year
2022-23 forms part of this report as Annexure 6(i).
There are no employees in the Company drawing remuneration of more than Rs. 8,50,000/-
rupees per month or 1,02,00,000/- rupees per annum or in excess of that drawn by the
managing director or whole-time director or manager, as prescribed in Rule 5 (2) of the
Companies (Appointment and Remuneration of Managerial Personnel) Amendment Rules, 2016.
A Statement of Particulars of Employees covered under the provisions of Rule 5(2) of
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is enclosed
herewith as Annexure-6(ii).
39. RISK MANAGEMENT
The company has been following the principle of risk minimization as it is the norm in
every industry. The Board has adopted steps for framing, implementing and monitoring the
risk management plan for the company. The main objective of this policy is to ensure
sustainable business growth with stability and to promote a pro-active approach in
reporting, evaluating and resolving risks associated with the business.
In order to achieve the key objective, the policy establishes a structured and
disciplined approach to risk management, in order to guide for decisions on risk related
issues. In today's Challenging and competitive environment, strategies for mitigating
inherent risk in accomplishing the growth plans of the company are imperative. The Common
risks inherent are: Regulations, Competition, business risk, technology obsolescence, long
term investments and expansion of facilities. Business risk, inter alia, includes
financial risk, political risk, legal risk etc., As a matter of policy, these risks are
assessed and steps as appropriate are taken to mitigate the same.
40. INDUSTRIAL RELATIONS
The company has maintained good industrial relations on all fronts. Your directors wish
to place on record their appreciation for the honest and efficient services rendered by
the employees of the company.
41. PREVENTION, PROHIBITION & REDRESSAL OF SEXUAL
HARASSMENT OF WOMEN AT WORKPLACE
42. VIGIL MECHANISM / WHISTLE BLOWER POLICY
The Company has zero tolerance policy on sexual harassment. In that line, the Board
takes anti sexual harassment initiatives by way of Prevention, Prohibition and Redressal
of Sexual Harassment at the Workplace, in line with the provisions of the Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the
Rules there under and they responsible to inquire into complaints (if any) of sexual
harassment and take appropriate action. There aims to provide protection to employees at
the workplace and prevent and redress complaints of sexual harassment and for matters
connected or incidental thereto, with the objective of providing a safe working
environment, where employees feel secure. The disclosures required to be given under the
Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act,
2013 during the Financial Year 2022-23 are given below:
Number of complaints of sexual harassment received in the year |
NIL |
Number of complaints disposed- off during the year |
Not applicable |
Number of cases pending for more than 90 days |
Not applicable |
Number of workshops or 4. awareness programs against sexual harassment
carried out |
Awareness programs were conducted for all employees from time to time. |
Nature of action taken by the employer |
Not applicable |
OBCL has complied with provisions relating to the constitution of the Internal
Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013.
OBCL has a Policy on Prevention of Sexual Harassment of Women at Workplace which is
available in the website of the Company in the following link:
https://www.obclimited.com/policies.php
Pursuant to Section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for
directors and employees to report genuine concerns has been established, in order to
ensure that the activities of the company and its employees are conducted in a fair and
transparent manner by adoption of highest standards of professionalism, honesty and
integrity and ethical behaviour. The Company has established a vigil mechanism through
which Directors, employees and business associates may report unethical behaviour,
malpractices, wrongful conduct, fraud, violation of Company's code of conduct without fear
of reprisal. The Company has set up a Direct Touch initiative, under which all Directors,
employees, business associates have direct access to the Chairman of the Audit committee,
and also to a three-member direct touch team established for this purpose. The direct
touch team comprises one senior woman member so that women employees of the Company feel
free and secure while lodging their complaints under the policy. No Personnel had been
denied access to the Committee during the year ended March 31,2023.
43. PARTICULARS OF
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO
i. Conservation of Energy:
a) The steps taken or impact on
conservation of energy: Reasonable
efforts are made for conservation of electric energy used in office, increase fuel
efficiency of vehicles deployed by the Company.
b) The steps taken by the company for utilizing alternate sources of energy: The
Company has used alternate source of energy, whenever and to the extent possible.
c) The capital investment on energy conservation equipment: There were no capital
investments made on energy conservation equipment.
ii) Technology Absorption:
a) The effort made towards technology absorption: Company is installing GPS and GPRS
enabled devices in the vehicles carrying the goods to track their movement.
b) The benefits derived like product
improvement, cost reduction, product development or import substitution: No
specific activity has been done by the Company.
c) In case of imported technology (imported during the last three years reckoned from
the beginning of the financial year:No technology was imported during the year.
d) The expenditure incurred on Research & Development: No expenditure was incurred
on Research & Development.
iii. Foreign Exchange Earnings and Outgo:
There was no Foreign Exchange earnings and outgo during the financial year as required
by the Companies (Accounts) Rules, 2014.
44. PROCEEDINGS UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016
MCA has vide Companies (Accounts) Amendment Rules, 2021, effective from April 01, 2021,
amended rule 8 with respect to the disclosures of details of an application made or any
proceeding pending under the Insolvency and Bankruptcy Code, 2016 during the year along
with their status as at the end of the financial year. The same was not applicable to your
Company as there are no such applications made or proceedings pending under the Insolvency
and Bankruptcy Code, 2016 with respect to the Company.
45. DIFFERENCE IN AMOUNT OF THE
VALUATION
MCA has vide Companies (Accounts) Amendment Rules, 2021, effective from April 01, 2021
amended Rule 8 with respect to the disclosures of details of the difference between the
amount of the valuation done at the time of one-time settlement and the valuation done
while taking a loan from the Banks or Financial Institutions along with the reasons
thereof.
The same was not applicable to the Company as there was no such instance of either one
time settlement during the year under review.
46. REPORTING OF FRAUDS:
During the year under review, the statutory auditors, the secretarial auditors or the
internal auditors have not reported to the Audit Committee or the Board of Directors,
under Section 143 (12) of the Companies Act, 2013, any instances of fraud committed
against OBCL by its officers or employees, the details of which would need to be mentioned
in this Board's report.
47. COSTAUDIT/COST RECORDS
The requirement relating to disclosure and the maintenance of cost records as specified
by the Central Government under section 148 of the Companies Act, 2013 is not required to
be made by the Company, and accordingly, such accounts and records are not prepared and
maintained.
48. SERVICES TO SHAREHOLDERS
All matters relating to transfer/transmission of shares, issue of duplicate share
certificates, payment of dividend, de-materialization and re-materialization of shares and
redressal of investors grievances are carried out by M/s. Bigshare Services Pvt. Ltd.,
Mumbai, the Registrar and Transfer Agent of the Company.
49. DEMATERIALIZATION OF COMPANY'S SHARES
Your company has provided the facility to its shareholders for dematerialization of
their shareholding by entering into an agreement with The National Securities Depository
Limited (NSDL) and Central Depository Services (India) Limited (CDSL). The ISIN number
allotted to the company is INE426Z01016.
50. DEMAT SUSPENSE ACCOUNT/
UNCLAIMED SUSPENSE ACCOUNT
During the year under review, there were no shares of the Company held in the demat
suspense account or unclaimed suspense account. Accordingly, the disclosure with respect
to demat suspense account/unclaimed suspense account as per the requirements of the SEBI
(LODR) Regulations, 2015 is not applicable to the Company.
ACKNOWLEDGEMENTS:
Your Directors wish to place on record their sincere appreciation for significant
contribution made by the employees at all the levels through their dedication hard work
and commitment thereby enabling the Company to boost its performance during the year under
report.
Your Directors also take this opportunity to place on record the valuable co-operation
and continuous support extended by its valued business associates, Practicing Company
Secretary, Auditors, Suppliers, Customers, Banks/Financial Institutions, Government
authorities and the shareholders for their continuously reposed confidence in the Company
and look forward to having the same support in all its future endeavors.
On behalf of the Board of Directors Sd/-
Gopal Kumar Agrawalla (Chairman)
Place: Raipur Date: 21.08.2023
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