BOARD'S REPORT To, The Members, Oscar Global Limited Your Directors are pleased to present their report on the affairs of the company for the Financial Year ended March 31, 2015 KEY HIGHLIGHTS The Total Revenue for the year fell to Rs. 16.56Cr.in 2014-15 from Rs.16.69 Cr. in 2013-14,resulting in a decline of 0.70% The Net Profit for the year on stand-alone basis declined to Rs. 20.90 Lacs in 2014-15 from Rs.1.16Cr.in the previous year i.e. a decline of 81.95% The Earnings per share (EPS) for the year is 0.63 per share resulting a decline of 82.05% as compared to Rs 3.51 per share of the previous year. STATE OF COMPANY'S AFFAIR The Company is in the production and export of leather garments and accessories. The company's products are exported mainly to Europe. Although there is big competition, the future prospects look good. DIVIDEND In order to meet the additional working capital requirements of the Company, No Dividend has been declared. TRANSFER TO RESERVES: During the year under review, the company has not transferred any amount to the General Reserve. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF THE FINANCIAL YEAR AND DATE OF REPORT There is no any Material changes Affecting the financial position of the company which have occurred between the end of the financial year of the company to which the financial statements relate and the date of the report. CHANGE IN THE NATURE OF BUSINESS There is no change in the nature of the Business during the Financial year under review. NUMBER OF MEETINGS OF THE BOARD The Board met Seven times during the Financial Year 2014-15, on 07th May, 2014, 10thJune, 2014 (11.00 a.m.), 10th June, 2014 (12.30 p.m.), 12th August, 2014, 12th November, 2014,1thDecember, 2014, 10th January, 2015. DIRECTORS AND OTHER KEY MANAGERIAL PERSONNEL Changes in the composition of the Board of Directors and other Key Managerial Personnel As per the provisions of the Companies Act, 2013, Mr. Pawan Chadha retires at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. The Board recommends his re-appointment for approval of the members in the forthcoming Annual General Meeting. During the year, Ms. ArpitaVerma resigned from the Board w.e.f. 1st March, 2015. Ms. ArpitaVerma was again appointed as Additional Director first and then Whole Time Directorof the company w.e.f. 1st April, 2015 by the board at its meeting held on 1st April, 2015. The Board recommends her appointment as regular director and as a Whole-time Director for the approval of members in the forthcoming Annual General Meeting. KEY MANAGERIAL PERSONNEL In compliance of section 203 of the Companies Act, 2013, Mr. PawanChadha, Whole Time Director and CFO and Mr. Satish Kumar Verma, Managing Director, are Key Managerial Personnel (KMP) of the Company on 26/09/2015& 01/11/2014 respectively. The Board appointed Ms. Sudha Singh as a Company Secretary (KMP as per section 203) of the Company with effect from 01th December, 2014, to perform the duties which shall be performed by the Company Secretary under the Companies Act, 2013.She resigned w.e.f. April 30, 2015. DIRECTORS' RESPONSIBILITY STATEMENT Your Directors confirm that: (a) in the preparation of the annual accounts, the applicable accounting standards had been followed and there is no material departures; (b) they had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit of the company for that period; (c) they had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; (d) they had prepared the annual accounts on a going concern basis; (e) they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively. (f) they had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively. EXTRACT OF THE ANNUAL RETURN The extracts of Annual Return in Form MGT-9 pursuant to the provisions of Section 92 read with Rule 12 of the Companies (Management and Administration) Rules, 2014 are attached as Annexure 'A'to this Report. AUDITORS Statutory Auditors M/s Sushil Vipan& Co., Chartered Accountants, the retiring auditorsare eligible for reappointment to hold office from the conclusion of this Annual General Meeting to the conclusion of next Annual General Meeting. A written declaration has been received from them confirming that, if appointed, their re-appointment will be within the limits specifiedunder Section 141of the Companies Act, 2013. The audit committeehas recommended their reappointment. Members may kindly consider their re-appointment and fix their remuneration. AUDITOR'S REPORT Auditor's Report does not contain any observation(s)/qualification(s), hence does not call for any explanation. SECRETARIAL AUDITORS Pursuant to the provision of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company with the approval of the Board, appointed Shri Rupinder Singh Bhatia (PCS No. 2514), Practicing Company Secretary to conduct the Secretarial Audit of the Company for the financial year 2014-15. SECRETARIAL AUDITORS'S REPORT The Secretarial Audit Report is annexed herewith as Annexure Band forms part of this report. There is no qualification, reservation or adverse remark or disclaimer made by the auditor in the report save and except disclaimer made by them in discharge of their professional obligation. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGO CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION (A) Conservation of energy: (i) Steps taken or impart on conservation of energy :-No such steps were required (ii) Steps taken by the company for utilizing alternate sources of energy:-No such steps were required (iii) Capital Investment on energy conservation equipments:-No such steps were required (B) Technology absorption (I) efforts made towards technology absorption:- No such steps were required (II) benefit derived:- NA (III) In case of imported technology- N.A. a) The detail of technology imported b) The year of import c) Whether the technology been fully absorbed d) If not fully absorbed areas where absorption has not been taken place, and the reasons thereof SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company's operations in future. INTERNAL FINANCIAL CONTROL The Board has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company's policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosures. The Company's Internal Control Systems are commensurate with the nature of its business and the size and complexity of its operations. It comprises audit and compliance by internal audit checks by M/s Singh Hardev & Associates, Practicing Company Secretaries as Internal Auditors of the Company appointed on 12th November, 2014. The Internal Auditors independently evaluate the adequacy of internal controls and concurrently audit the financial transactions and review various business processes. Independence ofthe Internal Auditors and therefore compliance is ensured by the direct report of internal audit division and Internal Auditors to the Audit Committee of the Board. RISK MANAGEMENT Pursuant to Section 134(3)(n) of the Companies Act, 2013, the Company has developed and implement the Risk Management Policy for the Company including identification therein of elements of risk, if any, which is in the opinion of the Board may threaten the existence of the Company.These are discussed at the meeting of the Audit Committee and the Board of Directors of the Company. At present the Company has not identified any element of risk which may threaten the existence of the Company. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 The company has not made any investment and given guarantee under Sec 186 of the Companies Act, 2013 CORPORATE SOCIAL RESPONSIBILITY (CSR) Pursuant to the provisions of Section 135 of the Companies Act, 2013, every company having net worth of rupees five hundred crore or more, or turnover of rupees one thousand crore or more or a net profit of rupees five crore or more during any financial year shall constitute a Corporate Social Responsibility Committee of the Board and shall formulate a Corporate Social Responsibility Policy. Your Company is not falling under the preview of said section during the year. SUBSIDIARY, ASSOCIATE AND JOINT VENTURE COMPANIES Your company does not have any unlisted/listed subsidiary company or Joint Ventures or any Associate Companies. Pursuant to the provisions of the Rule 8 of Companies (Accounts) Rules, 2014, a statement containing salient features of the financial statements of the Company's subsidiaries, associates and joint venture companies in Form AOC-1 is attached as Annexure C. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES During the year under review, the Company has not entered into any related party transaction falling under sub-section (1) of Section 188 of the Companies Act, 2013. Form for disclosure of particulars of contracts/arrangements as required under clause (h) of sub-section (3)of section 134 of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014) is provided in the Board Report in the form AOC 2 as Annexure D. COMPOSITION OF COMMITTEES Audit Committee As per the provisions of Section 177 of the Companies Act, 2013 your Company has Constituted an Audit committee. The Audit Committee comprises of majority of the Independent Directors.All the members of the Committee have experience in financial matters. The details of the composition of the committee are set out in the following table: Nomination and Remuneration Committee As per the provisions of Section 178 of the Companies Act, 2013 your Company has Constituted Nomination and Remuneration committee. The Company's Nomination and Remuneration Committee comprise of all non-executive Independent Directors.The details of the composition of the Committee are set out in the following table POLICY ON DIRECTORS'APPOINTMENT AND REMUNERATION The Policy of the Company on Directors' appointment and remuneration, including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided under sub-section (3) of Section 178 of the Companies Act, 2013, adopted by the Board, is appended as Annexure -E to the Board's Report. We affirm that the remuneration paid to the directors is as per the terms laid out in the nomination and remuneration policy of the Company. VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES The company has estabished a vigil mechanism for Directors and Employees to report their genuine concerns, as approved by board on recommendation of Audit Committee. FORMAL ANNUAL EVALUATION The Nomination and Remuneration Committee of the Company has formulated Evaluation Policy during the year, which was approved by the Board of Directors. The Policy provides for evaluation of the Board, the Committee of the Board and individual Directors, including the Chairman of the Board. The policy provides that evaluation of the performance of the Board as a whole, Board Committees and Directors shall be carried out on an annual basis. CORPORATE GOVERNANCE As per SEBI Circular CIR/CFD/POLICY CELL/7/2014dated 15th September, 2014, compliance with the provisions of clause 49 shall not be mandatory for the companies having paid up equity capital not exceeding Rs. 10 crore and net worth not exceeding Rs. 25 crore, as on last day of previous financial year. DEPOSITS Your Company has neither accepted nor any fixed deposits was outstanding as of the Balance Sheet date. PARTICULARS OF EMPLOYEES The statement containing particulars of employees as required under section 197(12) of the Companies At, 2013 read with rue 5(2) of the Companies (Appointment of Managerial Personnel) Rules, 2014 is given in Annexure-Fand forms part of this Report. In terms of Section 136(1) of the Companies Act, 2013, the Report and the Accounts are being sent to the Members excluding the aforesaid Annexure. Any Member interested in obtaining a copy of the Annexure may write to the Company Secretary at the Registered Office of the Company. ACKNOWLEDGEMENTS The Board of Directors acknowledges with gratitude the co-operation extended by the Company's Bankers and also appreciates the continued trust and confidence reposed by the Shareholders in the management. They also place on record their appreciation for the valuable contribution and whole hearted support extended by the Company's employees at all levels. By Order of the Board For Oscar Global Limited (Satish Kumar Verma) Chairman & Managing Director DIN: 00225444 Place: New Delhi Residential Date : 24.08.2015 Address: A-2/78, Punjabi Bagh, New Delhi-110026 |