[Pursuant to Section 134(3) of the Companies Act 2013]
To All the Members
Your Directors present before you the Twenty-Ninth Annual Report and the AuditedAccounts for the year ended 3 Ist March 2016.
The financial results of the Company are summarized as under: (Rs. in Lakhs) (Rs. inLakhs)
| ||Year ended 31.03.2016 ||Year ended 31.03.2015 |
| || || |
|Sales and Other Income ||3398.74 ||717.16 |
|Profit/ (loss) before Depreciation and Tax ||(31.69) ||4.80 |
|Depreciation ||0.28 ||0.22 |
|Profit / (toss) before Tax ||(31.97) ||4.58 |
|Tax Expenses ||2.94 ||0.93 |
|Profit after taxation ||(34.91) ||3.65 |
REVIEW OF OPERATIONS
The expected economic revival got delayed further and even though the company enjoyeda significantly larger turnover compared to the previous year the anticipated returns didnot materialize resulting in a significant loss for the year. Long term investments havenot borne fruit and the company is evaluating options for liquidating them and fleeing upfunds for other opportunities. The last fiscal budget - 2016 of the Government brought insignificant reforms at the grassroots level and we expect the results of this to boostthe economy significantly over the next 3-4 years.
MATERIAL CHANGES AND COMMITMENTS AFTER THE END OF FINANCIAL YEAR
There have been no material changes and commitments if any affecting the financialposition of the Company Which have occurred between the end of the financial year anddate of the report.
DIVIDEND & TRANSFER TO RESERVES
In view of the loss the Directors do not recommend any dividend for the Financial Year2016-17 and no amount of profit was transferred to General Reserve.
INFORMATION IN ACCORDANCE WITH SECTION 134 (3) OF THE ACT READ WITH COMPANIES(ACCOUNTS) RULES 2014:
In view of the nature of activities of the Company the particulars regardingconservation of energy and technology absorption are not given.
There was no foreign exchange earnings and outgo during the year under report.
NUMBERS OF MEETINGS OF THE BOARD
During the year 04 Board meetings were convened and held.
Mr. Indra Kumar Bagri (DIN: 00014384) Director of the company retires by rotation atthe ensuing Annual General Meeting and is eligible for re-appointment.
DECLARATION FROM INDEPENDENT DIRECTORS
Mr. Vimal Damani (DIN: 00014486) and Mrs. Smita Naresh Pachisia (DIN 07141023) havesubmitted a declaration that each of them meets the criteria of independence as providedin sub Section (6) of Section 149 of the Act and there has been no change in thecircumstances which may affect their status as independent director during the year. Inthe opinion of the Board the independent directors possess appropriate balance of skillsexperience and knowledge as required.
AUDIT COMMITTEE OF BOARD OF DIRECTORS
The Audit committee of the Board of directors of the Company consists of threeDirectors namely Mr. Vimal Damani Ms. Smita Pachisia and Mr. Anil Kumar Bagri.
04 meetings of the Committee were held during the financial year.
The Company is committed to adhere to the highest standards of ethical moral and legalconduct of business operations. To maintain these standards the Company encourages itsemployees who have concerns about suspected misconduct to come forward and express theseconcerns without fear of punishment or unfair treatment. A Vigil (Whistle Blower)mechanism formulated by the Company provides a channel to the employees and Directors toreport to the management concerns about unethical behavior actual or suspected fraud orviolation of the Codes of conduct or policy. The mechanism provides for adequatesafeguards against victimization of employees and Directors to avail of the mechanism andalso provide for direct access to the Managing Director/ Chairman of the Audit Committeein exceptional cases.
POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION AND CRITERIA FOR INDEPENDENTDIRECTORS
The RemunerationPolicy for directors and senior management and the Criteria forselection of candidates for appointment as directors independent directors seniormanagement are placed on the website of the Company weblink: http.7/www.oasiscaps.com/.policies.php. Therehas been no change in the pol icies since the last fiscal year.
We affirm that the remuneration paid to the directors is as per the terms laid out inthe remuneration policy of the Company.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Companies Act 2013 the Board of Directors to thebest of their knowledge and ability confirm that:
(i) in the preparation of the annual accounts the applicable accounting standards havebeen followed and there are no material departures;
(ii) they have selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the Company at the end of the financial year and of the profitof the Company for that period;
(iii) they have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;
(iv) they have prepared the annual accounts on a going concern basis;
(v) they have laid down internal financial controls to be followed by the Company andsuch interna) financial controls are adequate and operating effectively;
(vi) they have devised proper systems to ensure compliance with the provisions of all .applicable laws and that such systems were adequate and operating effectively.-
ADEQUACY OF INTERNAL FINANCIAL CONTROLS
The Company has proper and adequate system of internal financial controls commensuratewith its nature and size of business and meets the following objectives:
Providing assurance regarding the effectiveness and efficiency of operationsEfficient use and safeguarding of resources
Compliance with policies procedures and applicable taws and regulations andTransactions being accurately reported and recorded timely
The Company has budgetary control system to monitor expenditures and operations againstbudgets on an ongoing basis.
The internal auditors also regularly review the adequacy of internal financial controlsystem.
DETAILS OF SUBSIDIARIES/ JOINT VENTURES/ ASSOCIATES:
Azure Capital Advisors Pvt. Ltd. Bengaluru is the Associate Company by virtue ofSection 2(6) of the Companies Act 2013. There has been no change in the nature of thebusiness of the associate company. Salient features of the financial statement ofassociate company as required under sub - section (3) of section 129 read with rule 5 ofCompanies (Accounts) Rules 2014) is furnished in Form AOC-1 and is attached hereto asAnnexure -I The Company does not have any subsidiary/ joint ventures.
EXTRACT OF ANNUAL RETURN
As provided under sub Section (3) of Section 92 of the Act the extract of annualreturn is enclosed which forms part of the Directors report as Annexure-II
M/s. Aalok Mehta & Co. Chartered Accountants the Auditors of the company whowould retire at the ensuing Annual General Meeting offer themselves for reappointment.They have furnished a certificate confirming that their appointment if made at theensuring Annual General Meeting for the financial year 2016-2017 their reappointment willbe in accordance with Section 139 read with section 141 of the Companies Act 2013.
You are requested to appoint Auditors and to fix their remuneration.
The auditors report does not contain any qualifications reservations or adverseremarks in their report.
Pursuant'to the provisions of Section 204 and other applicable provisions if any ofthe Companies Act 2013 M/s. Shalini Hegde & Associates Practicing CompanySecretaries were appointed as the Secretarial Auditor for auditing the secretarialrecords of the Company for the financial year 2015-16 and their Report issued is attachedhereto as Annexure- III
As regards observations of Secretarial Auditors in their report your directors have tostate that necessary steps have been taken to ensure due compliance of the provisions ofthe Act The company has been compliant of all the regulations of the concernedauthorities and the provisions of the act and rules framed thereunder.
PARTICULARS OF EMPLOYEES:
The information required pursuant to Section 197 read with rule 5 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 are annexed asAnnexure-IV
EVALUATION OF BOARD ITS COMMITTEES AND INDIVIDUAL DliRECTORS
An annual evaluation of the Boards own performance Board committees andindividual directors was carried out pursuant to the provisions of the Act in thefollowing manner:
|Sr No Performance evaluation of ||Performance evaluation performed by ||Criteria |
|1. Each Individual directors ||Nomination and Remuneration Committee ||Attendance Contribution to the Board and 'Committee meetings like preparedness on the issues to be discussed meaningful and constructive contribution and guidance provided key performance aspects in case of executive directors etc. |
|2* Independent directors; ||Entire Board of Directors excluding the director who is being evaluated ||Attendance Contribution to the Board and committee meetings like preparedness on the issues to be discussed meaningful and constructive contribution and guidance provided etc. |
|3. Board and its committees ||All directors ||Board composition and structure; effectiveness of Board processes information and functioning fulfillment of key responsibilities performance of specific duties and obligations timely flow of information etc. The assessment of committees based on the terms of reference of the committees and effectiveness of the meetings. |
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013
The company has in place an Anti-Sexual Harassment Policy in line with the requirementsof The Sexual Harassment of women at Workplace (Prevention Prohibition and Redressal)Act 2013 and rules made thereunder. All employees (permanent contractual temporarytrainees) are covered under this policy.
The Company has not received any complaint of sexual harassment during the financialyear 2015- 2016.
LISTING AGREEMENT AND LISTING FEES
The Company has entered into Listing Agreement with BSE Limited in terms of the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015.The Company has paidthe listing fees to BSE Limited for the year 2016-2017.
DEPOSITS FROM PUBLIC
The Company has not accepted any public deposits in terms of Section 73 of the Act andas such no amount on account of principal or interest on public deposits was outstandingas on the date of the balance sheet.
PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS
The Company has not given any loans or guarantees or made investments in contraventionof the provisions of the Section 186 of the Companies Act 2013.
RELATED PARTY TRANSACTIONS
During the year under report all related party transactions that were entered were onarms length basis and were in the ordinary course of Companys business. TheCompany has not entered into any contract arrangement or transaction with any relatedparty which could be considered material.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
There are no significant or material orders passed by any regulator or court that wouldimpact the going concern status of the Company and its future operations.
RISK MANAGEMENT POLICY
The Board of Directors of the Company has framed a risk management policy and isresponsible for reviewing the risk management plan and ensuring its effectiveness. Theaudit committee has additional oversight in the area of financial risks and controls.Major risks identified by the businesses and functions are systematically addressedthrough mitigating actions on a continuing basis. .*
INSIDER TRADING REGULATIONS AND CODE OF DISCLOSURE
The Board of Directors has adopted the Code of Practices and Procedures for FairDisclosure of Unpublished Price Sensitive Information and Code of Internal Procedures andConduct for Regulating Monitoring and Reporting of Trading by Insiders in accordance withthe requirements of the SEBI (Prohibition of Insider Trading) Regulation 2015 and isavailable on our website wwvv.oasiscaps.com/policies.php
MANAGEMENTS DISCUSSION AND ANALYSIS
In terms of the provisions of Regulation 34 of the Securities and Exchange Board ofIndia (Listing Obligations and Disclosure Requirements) Regulations 2015 theManagements discussion and analysis is annexed hereto as Annexure V.
CORPORATE GOVERNANCE REPORT
As per SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015Corporate Governance is not mandatory to the Company.
The Board of Directors is thankful to its Bankers and Institutions for the support andfinancial assistance from time to time.
Your Directors are pleased to place on record their sincere appreciation to all theemployees of the Company whose untiring efforts have made achieving its goal possible.Your Directors wish tc thank the Central and State Governments customers suppliersbusiness associates shareholders for their continued support and for the faith reposed inyour Company
| ||For and on behalf of the Board |
| ||Sd/- |
| ||Indra Kumar Bagri |
| ||Chairman |
|Place: Mumbai ||DIN:00014384 |
|Date: May 302016 || |