Director's Report To, The Members, OSWAL OVERSEAS LIMITED 1. Your Directors have pleasure in presenting their 31st Annual Report on the business and operations of the Company and the Audited Accounts of your Company for the Financial Year ended March 31, 2015 3. Operations: Total Income of the Company has decreased from 3209.91 Lac (13-14) to Rs. 1154.86 Lac (14-15). The Net Loss in the current year was Rs. 1042.29 Lac as against Net Loss Rs. 1017.65 Lac of the previous year. 4. Dividend Due to unavailability of profit of the Company, Your Board of Directors is not in position to recommend any dividend for the current Financial Year. 5. Significant and Material orders passed by the regulators or courts or tribunals There are no significant material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations. 6. Internal controls system and their adequacy The Company has adequate system of internal control to safeguard and protect from loss, unauthorized use or disposition of its assets. All the transactions are properly authorized, recorded and reported to the Management. The Company is following all the applicable Accounting Standards for properly maintaining the books of accounts and reporting financial statements. The internal auditor of the company checks and verifies the internal control and monitors them in accordance with policy adopted by the company. Even through this non-production period the Company continues to ensure proper and adequate systems and procedures commensurate with its size and nature of its business. 7. Management Discussion and Analysis Report: As required under Clause 49 of the Listing Agreements with Stock Exchanges, the Management Discussion and Analysis Report is enclosed as a part of this report. 8. Deposits During the year under review, the Company has not accepted any deposit from public or any other. 9. Auditors Statutory Auditor M/s. Kansal Singla & Associates, Chartered Accountants, Chandigarh, have been appointed as statutory Auditors of the Company at the last Annual General Meeting held on 29.09.2014 for a period of three years subject to the ratification by members at every consequent Annual General Meeting. Therefore, ratification of appointment of statutory Auditors is being sought from the members of the company at the ensuing Annual general Meeting. Secretarial Auditors Pursuant to the provision of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personal) Rules, 2014, the Company has appointed PS & Associates, Company Secretaries (C. P. No. 5127, FCS 5641) to undertake the secretarial audit of the Company for the financial year 2014-15. The Secretarial Audit Report is annexed herewith as "Annexure 1". Internal Auditor M/S Goel Vishal & Associates, Chartered Accountants, Bareilly (Uttar Pradesh) represented by Mr. Vishal Goel (Membership No. 096840) performs the duties of internal auditors of the Company and their report is reviewed by the Audit Committee from time to time. 10. Share Capital Re-classification of Authorized Share Capital and alteration of Memorandum The Company has re-classify its Authorised Share Capital through special resolution passed by the members in Extra Ordinary General Meeting held on 3rd November, 2014, the unissued Authorised Equity Share Capital of the Company to the extent of Rs. 3,00,00,000/- (Rupees Three Crore Only) divided into 30,00,000 (Thirty Lacs Only) of Rs. 10/- (Rupees Ten Only) each has been reclassified as Preference Share Capital by way of cancellation of the said Authorised Equity Share Capital and create in lieu thereof the Preference Share Capital of Rs. 3,00,00,000/- (Rupees Three Crore Only) divided into 30,00,000 (Thirty Lacs Only) Preference Share of Rs. 10/- (Rupees Ten Only) without altering the overall and Memorandum of Association of the company amended accordingly. 11. Extract of the annual return The details forming part of the extract of the annual return in Form MGT - 9 is annexed herewith as "Annexure-2" 12. Listing With Stock Exchange The Company confirms that it has paid the Annual Listing Fees for the year 2015-16 to BSE and DSE (not raise listing fee invoice for 2015-16) where the Company's Shares are listed. 13. Conservation of energy, technology absorption and foreign exchange earnings and outgo The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under section 134(3)(m) of the Companies Act, 2013 read with Rule 8, of The Companies (Accounts) Rules, 2014 is Annexed herewith as "Annexure 3". 14. Directors and Key Managerial Personnel: A) Changes in Directors At a board meeting held on 31st March, 2014 the board had appointed Mr. Hari Har Nath Sharma (DIN 03645708) and Ms. Anjul Aggarwal {Woman Director (DIN 06897907)} as Additional Director in the category of Independent Director thereafter at the 30th Annual General Meeting of the Company held on 29th September, 2014 the Company had regularized and appointed the them as independent directors under the Companies Act, 2013 for a term of Five years upto 31st march, 2019. At a board meeting held on 5th August, 2014 the board had re-appointed Mr. Manjeet Singh (DIN 00313196) as Managing Director of the Company for a further period of one Year w.e.f. 12th August, 2014 and approval was getting in from the members in the 30th Annual General Meeting held on 29th September, 2014. At a board meeting held on 31st March, 2015 the board had noted and condoled the passing away of Managing Director Mr. Manjeet Singh (DIN 00313196) on 16th March, 2015. At the same Board Meeting the Board had appointed Mr. Paramjeet Singh (DIN 00313352) as Managing Director of the Company for a term of Five Years upto 30th March, 2020 subject to the approval of Shareholders in ensuing Annual general Meeting under the provision of Companies Act, 2013. At a board meeting held on 31st March, 2015 the board had appointed Mr. Anoop Kumar Srivastava (DIN No. 07052640) as additional Director of the Company. B) Changes in Company Secretary On 11th day of September, 2014 Mr. Bagga Singh, Company Secretary of the company had resigned from the company as company secretary. In the board meeting held on 22nd September, 2014 Mr. Bijendar Sharma has been appointed as Company Secretary of the company with effect from 19th September, 2014. On 12th day of November, 2014 Mr. Bijendar Sharma, Company Secretary of the company had resigned from the company as company secretary. In the board meeting held on 11th February, 2015 Mr. Lalit Kumar has been appointed as Company Secretary and Key Managerial Personal of the company with effect from 11th February, 2015. C) Appointment of Chief Executive Officer At a board meeting held on 31st March, 2015 the board had appointed Mr. Surya Prakash Ojha (Who is employment of the Company as General Manager of the factory) as Chief Executive Officer and Key Managerial Personal of the company with effect from 31st March, 2015. D) Appointment of Chief Financial Officer At a board meeting held on 31st March, 2015 the board had appoint Mr. Aijaz Ahmad (who is in employment of the company as Head of the Accounts Department) as Chief Financial Officer and Key Managerial Personal of the company with effect from 31st March, 2015. E) Declaration by Independent Director(s) and re- appointment, if any All Independent Directors have given declaration that they meet the criteria of independence as provided in sub-section (6) of Section 149 of the Companies Act, 2013 and clause 49 of the Listing Agreement with the Stock Exchange. An independent director shall hold office for a term up to five consecutive years on the Board of a Company, but shall be eligible for reappointment for next five years on passing of a special resolution by the Company and disclosure of such appointment in the Board's report. F) Formal Annual Evaluation Pursuant to the provisions of companies Act, 2013 and clause 49 of the Listing Agreement, the Board has carried out annual performance evaluation of its own performance, the directors individually as well the evaluation of the working of its Audit, Nomination & Remuneration and Stakeholder committee. The manner in which the evaluation has been carried out has been explained in Corporate Governance Report. 15. Number of meetings of the Board of Directors During the year 9 (Nine) Board Meeting and 1 (one) independent director's meeting were held. The details of which are given in Corporate Governance Report. The provision of Companies Act, 2013 and Listing Agreement were adhered to while considering the time gap between two meetings. 16. Committees of the Board of Director of the Company The details of the Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee with regards to the composition and meetings held during the financial year 2014-15 are in the Corporate Governance Report. 17. Remuneration Policy The Board has, on recommendation of the nomination and remuneration committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report. 18. Vigil Mechanism/ whistle bolwer policy 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, integrity and ethical behaviour the company has adopted a vigil mechanism policy. This policy is explained in corporate governance report and also posted on the website of company. 19. Managerial Remuneration & Particulars of employees: A. Due to financial constraints being faced by the company no one director receiving any remuneration from the company. Further no sitting fees has been paid to any director during the year. B. No increase in the remuneration of director, chief financial officer, chief executive officer, company secretary of the company in the financial year. C. Total no. of permanent employee of the company is 66 in the financial year as on 31st March, 2015. D. The remuneration paid to all the Key Managerial Personal was in accordance with remuneration policy adopted by the company. E. The particulars of employee who are covered by the provision contained in Rule 5(2) and 5(3) of the companies (Appointment and Remuneration of Managerial Personal) Rules, 2014 are: i). Employed throughout the year Nil ii). Employed for part of the year Nil 20. Corporate Governance Your Company has taken adequate steps to adhere to all the stipulations laid down in Clause 49 of the Listing Agreement. A report on Corporate Governance is included as a part of this Annual Report. Certificate from the Statutory Auditors of the company M/s. Kansal Singla & Associates, Chartered Accountants confirming the compliance with the conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement is included as a part of this report. 21. DIRECTORS' RESPONSIBILITY STATEMENT To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(3)(c) of the Companies Act, 2013: a) that in the preparation of the annual financial statements for the year ended March 31, 2015, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any; b) that such accounting policies as mentioned in Notes to the Financial Statements have been selected and applied consistently and judgment and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2015 and of the profit of the Company for the year ended on that date; c) 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; d) that the annual financial statements have been prepared on a going concern basis; e) that proper internal financial controls were in place and that the financial controls were adequate and were operating effectively. f) that systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively. 22. Related Party Transaction There were no contracts or arrangements entered into by the company in accordance with provisions of section 188 of the Companies Act, 2013. However, there were not any material related party transactions in terms of clause 49 of the listing agreement. 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 the Company at large. The policy on Related Party Transactions has approved by the Board of Directors of the Company. None of the Directors has any pecuniary relationships or transactions vis-a-vis the Company. 23. Risk management policy The Company has been addressing various risks impacting the Company and the policy of the Company on risk management is provided elsewhere in this Annual Report in Management Discussion and Analysis. 24. Acknowledgements The company has been very well supported from all quarters and therefore your directors wish to place on record their sincere appreciation for the support and co-operation received from Employees, Dealers, Suppliers, Central and State Governments, Bankers and others associated with the Company. Your Directors wish to thank the banks, financial institutions, shareholders and business associates for their continued support and cooperation. We look forward to receiving the continued patronage from all quarters to become a better and stronger company. For and on behalf of the Board of Directors OSWAL OVERSEAS LIMITED Sd/- Paramjeet Singh (Managing Director) DIN: 00313352 Place: New Delhi Dated: 30/05/2015 |