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Oscar Global Ltd.

BSE: 530173 Sector: Others
NSE: N.A. ISIN Code: INE473F01010
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OPEN 5.32
CLOSE 5.60
VOLUME 545
52-Week high 7.86
52-Week low 4.17
P/E
Mkt Cap.(Rs cr) 2
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Oscar Global Ltd. (OSCARGLOBAL) - Director Report

Company director report

To

The Members Oscar Global Limited

Your Directors are pleased to present 26th Annual Report covering the operational andfinancial performance of your Company along with the Audited Financial Statements for theFinancial Year ended March 31 2017

FINANCIAL SUMMERY OF THE COMPANY

(Amount in Rs. )

Particulars Year ended on March 31 2017 Year ended on March 31 2016
(Audited) (Audited)
Gross Sales 92417507.00 99988183.88
Other Income 572470.20 718498.88
Total Revenue 92989977.20 100706681.88
Profit before Depreciation & Tax 1601225.95 3065401.75
Depreciation 1285770.86 1704628.92
Profit before Tax 315455.09 1360772.83
Tax adjustment for Current year 237260.00 631584.00
Tax adjustment for Deferred Tax 75528 (24863.00)
Profit after Tax 2667.09 754051.83

KEY HIGHLIGHTS/ REVIEW OF OPERATIONS

During the period under consideration the Total Revenue for the year fell to Rs. 9.29Cr. in 2016-17 from Rs.10.07Cr. in 2015-16 resulting in a decline of 39.51% The NetProfit for the year declined to Rs. 0.03 Lac in 2016-17 from Rs.07.54 Lac in the previousyear a decline of 63.92% The Earnings per share (EPS) for the year is Rs. 0.001 per shareresulting a decline of 99.57% as compared to Rs 0.23 per share of the previous year.

STATE OF COMPANY’S AFFAIRS

The Company specializes in the production and export of leather garments andaccessories. The company’s products are exported mainly to Europe. Although there isbig competition the future prospects look good.

DIVIDEND & RESERVES

In order to meet the additional working capital requirements of the Company nodividend has been declared. During the year under review the company has not transferredany amount to the General Reserve.

MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF THEFINANCIAL YEAR AND DATE OF REPORT

There are no material changes affecting the affairs of the company which have occurredbetween the end of the financial year on March 312017 of the company to which thefinancial statements relate and the date of this report.

CHANGE IN THE NATURE OF BUSINESS

There is no change in the nature of the Business during the Financial year underreview.

DEPOSITS

Your Company has no unclaimed / unpaid matured deposit or interest due thereon. YourCompany has not accepted any deposits covered under ‘Chapter V - Acceptance ofDeposits by Companies’ under the Companies Act 2013 during the financial year endedMarch 31 2017.

CAPITAL STRUCTURE

The Authorized Share Capital of the Company as on March 31 2017 stands at Rs.40000000/- divided into 4000000 equity shares of Rs. 10/- each. The Paid up EquityShare Capital as at March 31 2017 2017 stood at Rs. 32918000/- divided into 3283600equity shares of Rs. 10/- each fully paid –up and 16400 equity shares of Rs. 10/-eachpaid up and 16400 equity shares of Rs. 10/-each paid up @ Rs. 5/- each.

During the year under review the Company has not issued shares with differentialvoting rights nor has granted any stock options or sweat equity. As on March 31 2017none of the Directors of the Company hold instruments convertible into equity shares ofthe Company

MANAGEMENT’S DISCUSSION AND ANALYSIS REPORT

Management’s Discussion and Analysis Report for the year under review asstipulated under Regulation 34(3) read with Schedule V (B) of the Securities of ExchangeBoard of India (Listing Obligations and Disclosures Requirements) Regulations 2015 ispresented in a separate section forming part of the Annual Report.

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

During the year under review the Company had not entered into any contract /arrangement / transaction with related parties which could be considered material inaccordance with the policy of the Company on materiality of related party transactions orcovered under Section 188 of the Companies act 2013. Hence the details of such contractsor arrangements with its related parties are not disclosed in Form AOC-2 as prescribedunder the Companies Act 2013 and the Rules framed thereunder. The Policy on dealing withrelated party transactions and on determining materiality of related party transactions asapproved by the Board may be accessed on the Company’s website atwww.oscar-global.net

SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES

Your company does not have any unlisted/listed subsidiary company or Joint Ventures orany Associate Companies. Pursuant to the provisions of the Rule 8 of Companies (Accounts)Rules 2014 Form AOC-1 is attached as Annexure-I DIRECTORS’ RESPONSIBILITY STATEMENT

Your Directors confirm that:

(a) in the preparation of the annual accounts the applicable accounting standards hadbeen followed and there is no material departures; (b) they had selected such accountingpolicies and applied them consistently and made judgments and estimates that arereasonable and prudent so as to give a true and fair view of the state of affairs of thecompany 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 accountingrecords in accordance with the provisions of this Act for safeguarding the assets of thecompany and for preventing and detecting fraud and other irregularities; (d) they hadprepared the annual accounts on a going concern basis; (e) they have laid down internalfinancial controls to be followed by the Company and that such internal financial controlsare adequate and were operating effectively.

(f) they had devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.

CORPORATE GOVERNANCE

As per Regulation 15(2) of SEBI (Listing Obligation and Disclosure Requirement)Regulations 2015 compliance with the Corporate Governance provisions as specified inregulation 17 to 27 and clause (b) to (i) of the sub-regulation (2) of regulation 46 andPara C D and E of Schedule V shall not apply to the company having Paid- up Equity ShareCapital not exceeding Rs. Ten Crore and Net Worth not exceeding Rs. Twenty Five Crore ason the last day of the previous financial year. The Company is covered under the limit asprescribed in Regulation 15(2) of SEBI (Listing Obligation and Disclosure Requirement)Regulations 2015 therefore Company is not require to comply with the said provisions.

RISK MANAGEMENT

In accordance with provisions of Regulation 21 of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 the Company is not required to maintain RiskManagement Committee.

At present the Company has not identified any element of risk which may threaten theexistence of the Company

CORPORATE SOCIAL RESPONSIBILITY (CSR)

As per Regulation 15(2) of SEBI (Listing Obligation and Disclosure Requirement)Regulations 2015 compliance with the Corporate Governance provisions as specified inregulation 17 to 27 and clause (b) to (i) of the sub-regulation (2) of regulation 46 andPara C D and E of Schedule V shall not apply to the company having Paid- up Equity ShareCapital not exceeding Rs. Ten Crore and Net Worth not exceeding Rs. Twenty Five Crore ason the last day of the previous financial year. The Company is covered under the limit asprescribed in Regulation 15(2) of SEBI (Listing Obligation and Disclosure Requirement)Regulations 2015 therefore Company is not require to comply with the said provisions.

INTERNAL FINANCIAL CONTROL

The Board has adopted the policies and procedures for ensuring the orderly andefficient conduct of its business including adherence to the Company’s policies thesafeguarding of its assets the prevention and detection of frauds and errors theaccuracy and completeness of the accounting records and the timely preparation ofreliable financial disclosures.

The Company’s Internal Control Systems are commensurate with the nature of itsbusiness and the size and complexity of its operations. It comprises audit and complianceby internal audit checks by M/s Singh Hardev & Associates Practicing CompanySecretaries as Internal Auditors of the Company.

The Internal Auditors independently evaluate the adequacy of internal controls andconcurrently audit the financial transactions and review various business processes.Independence of the Internal Auditors and therefore compliance is ensured by the directreport of internal audit division and Internal Auditors to the Audit Committee of theBoard.

DIRECTORS AND OTHER KEY MANAGERIAL PERSONNEL

Your Company is managed and controlled by a Board comprising an optimum blend ofExecutives and Non-Executive Professional Directors. As on March 31 2017 the Board ofDirectors consists of Five (5) Directors including one Managing Director two Whole timeDirector & CFO and two(2) Non-executive Independent Directors including one WomanDirector. The composition of the Board is in conformity with Regulation 17 of the SEBI(Listing Obligations & Disclosure Requirements) Regulations 2015 and the relevantprovisions of the Companies Act 2013. All the Directors possess the requisitequalifications and experience in general corporate Management finance banking and otherallied fields which enable them to contribute effectively to the Company in their capacityas Directors of the Company.

DIRECTORS

There is no change in Composition of Directors during the financial year ended on March312017 except that

Mr. K.S. Bhatia was appointed as an Additional Director on 14th April 2017to hold office till the conclusion of ensuing AGM and Ms. Deepika Singh has resigned fromthe post of Independent Director w.e.f. 30th June 2017 The board places itsappreciation on record for the valuable services rendered by Ms deepika Singh during hertennure.

As per the provisions of the Companies Act 2013 Mr. Pawan Chadha retires at theensuing Annual General Meeting and being eligible offers himself for re-appointment. TheBoard recommends his re-appointment for approval of the members in the forthcoming AnnualGeneral Meeting.

KEY MANAGERIAL PERSONNEL

Ms. Nikita Chopra has resigned from the position of Company Secretary w.e.f. January17 2017.

The Board appointed Ms. Heena Arora d as a Company Secretary and Compliance Officer(KMP as per section 203) of the Company with effect from 14th April 2017 toperform the duties which shall be performed by the Company Secretary under the CompaniesAct 2013.

In compliance of section 203 of the Companies Act 2013 Mr. Pawan Chadha Whole TimeDirector and CFO Mr. Satish Kumar Verma Managing Director Ms. Arpita Verma Whole TimeDirector of the Company and Ms. Heena Arora Company Secretary are nominated as KeyManagerial Personnel (KMP) of the Company.

DECLARATION BY INDEPENDENT DIRECTORS

There was no Appointment and Re-appointment of Independent Director during the year.

Independent directors had submitted their disclosure to the Board that they fulfill allthe requirements as to qualify for their appointment as an Independent Director under theprovisions of Section 149 read with Schedule IV of the Companies Act 2013. The Boardconfirms that the independent directors meet the criteria as laid down under the CompaniesAct 2013 None of the Independent Director on the Board of the Company serve as anIndependent Director in more than seven (7) Listed Companies nor holds the position ofWhole time Director in any Listed Company. Independent Directors of the Company have beenappointed in accordance with the applicable provisions of the Companies Act 2013("Act") read with relevant rules.

FORMAL ANNUAL EVALUATION

The Companies Act 2013 and SEBI (Listing Obligations and Disclosure requirements)Regulations 2015 mandates that the Board shall monitor and review the Board evaluationi.e. evaluation of the performance of: (i) the Board as a whole (ii) individual directors(including independent directors and Chairperson) and (iii) various Committees of theBoard The framework includes the evaluation of directors on various parameters such as:

• Board dynamics and relationships

• Information flows

• Decision-making

• Relationship with stakeholders

• Company performance and strategy

• Tracking Board and committees’ effectiveness

• Peer evaluation

In compliance with the Companies Act 2013 and Regulation 17 (10) of the SEBI (ListingObligations and Disclosure Requirement) Regulations 2015 the Board has carried out anevaluation of its own performance Committees and performance of individual Directorsduring the period under review. The aspects covered in the evaluation included thecontribution to and monitoring of corporate governance practices participation in thelong-term strategic planning and the fulfillment of Directors’ obligations andfiduciary responsibilities including but not limited to active participation at theBoard and Committee meetings. The evaluation involves Self-Evaluation by the Board Membersand subsequent assessment by the Board of Directors. The Board of Directors expressedtheir satisfaction with the evaluation process.

The Board of Directors has framed a policy which lays down a framework in relation toremuneration of Directors key managerial personnel and senior management of the company.This policy also lays down criteria for selection and appointment of Board Members. Thedetails of the policy are explained in the Corporate Governance Report.

AUDITORS Statutory Auditors

M/s. Dubey & Co. Chartered accountants Statutory Auditors of the Company holdoffice till the conclusion of the ensuing Annual General Meeting . They have confirmedtheir eligibility to the effect that their re–appointment if made would be withinthe prescribed limits under the Act and that they are not disqualified forre–appointment. The Company has received their written consent and a certificate thatthey satisfy the criteria provided under Section 141 of the Act and that the appointmentif made shall be in accordance with the applicable provisions of the Act and rules framedthereunder. The Report given by M/s. Dubey & Co Statutory Auditors on the financialstatement of the Company for the year ended 31st March 2017 is part of theAnnual Report.

Auditor’s Report

Auditor’s Report does not contain any observation(s)/qualification(s) hence doesnot call for any explanation.

During the year under review the Auditors had not reported any matter under Section143 (12) of the Act therefore no detail is required to be disclosed under Section 134(3)(ca) of the Act.

Cost Auditors

Companies (cost records and audit) (Amendment) Rules 2015 are not applicable on theCompany for the financial year 2016–17:

Secretarial Auditors

The Board had appointed Mr. R.S. Bhatia (CP No.2514). Practicing Company Secretary tocarry out Secretarial Audit in accordance with the provisions of Section 204 of theCompanies Act 2013 and the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 for the financial year ended March 31 2017.

Secretarial Auditors’s Report

There is no qualification reservation or adverse remark or disclaimer made by theauditor in the report save and except disclaimer made by them in discharge of theirprofessional obligation.

A copy of the Secretarial Audit Report is annexed herewith as Annexure -IV and formspart of this report.

COMPOSITION OF COMMITTEES Audit Committee

The Board of Directors of the Company has a duly constituted Audit Committee in termsof the provisions of Section 177 of the Companies Act 2013 read with the Rules framedthereunder and Regulation 18 of the Listing Regulations. The terms of reference of theAudit Committee has been approved by the Board of Directors.

The Audit Committee comprises two (2)Independent Directors and one(1) PromoterDirector. Mr. Kishan Kalani is the Chairman of the Committee.

The details of the composition of the Committee are set out in the following table:

S. No. Name Status Designation
1. Mr. Kishan Kalani Independent Director Chairman
2. Ms. Deepika Singh Independent Director Member
3. Mr. Pawan Chadha Promoter Director Member

All the recommendations made by the Audit Committee were accepted by the Board.TheCompany Secretary of the Company acts as the secretary to the Audit Committee

Nomination and Remuneration Committee

The Board of Directors constituted a Nomination and Remuneration Committee comprisingtwo (2)Independent Directors and one(1) Promoter Director. Mr. Kishan Kalani is theChairman of the Committee.

The function of the Nomination and Remuneration Committee includes recommendation ofappointment of Whole-time Director(s)/ Managing Director/Joint Managing Director andrecommendation to the Board of their remuneration.

A Nomination and Remuneration Committee has been constituted under section 178 of theCompanies Act 2013 for formulization of the criteria for determining qualificationspositive attributes and independence of a director and recommend to the Board a policyrelating to the remuneration for the directors key managerial personnel and otheremployees.

The aforesaid policy has been posted on the Website of the Company atwww.oscar-global.net The details of the composition of the Committee are set out in thefollowing table:

S.No. Name Status Designation
1. Mr. Kishan Kalani Independent Director Chairman
2. Mr. Pawan Chadha Promoter Director Member
3. Ms. Deepika Singh Independent Director Member

The Board of Directors constituted a Stakeholder Relationship Committee comprises oftwo (2)Independent Directors and one(1) Promoter Director. Mr. Kishan Kalani is theChairman of the Committee. The Stakeholder Relationship Committee inter alia overseesand reviews all matters connected with the investor services in connection withapplications received and shares allotted in the Initial Public Offer status of refundaccount conversion of partly paid shares into fully paid shares rematerialization anddematerialization of shares and transfer of shares of the Company.

The Committee oversees performance of the Registrar and Transfer Agents of the Companyand recommends measures for overall improvement in the quality of investor services.

The details of the composition of the Committee are set out in the following table:

S. No. Name Status Designation
1. Mr. Kishan Kalani Independent Director Chairman
2. Mr. Pawan Chadha Promoter Director Member
3. Ms. Deepika Singh Independent Director Member

POLICY ON DIRECTORS’APPOINTMENT AND REMUNERATION

The current policy is to have an appropriate mix of executive and independent directorsto maintain independence of the Board and separate its function of governance andmanagement. As on March 31 2017 the Board consists of five members three of whom areexecutive directors and two are non-executive independent directors.

The Policy of the Company on director’s appointment and remuneration includingcriteria for determining qualifications positive attributes independence of a directorand other matters as required under sub-section (3) of Section 178 of the Companies Act2013 is available on the Company website (www.oscar-global.net). There has been no changein the policy since the last financial year. We affirm that the remuneration paid to theDirectors is as per the terms laid out in the Nomination and Remuneration policy of theCompany.

VIGIL MECHANISM/ WHISTLE BLOWER POLICY

The Vigil Mechanism of the Company which also incorporates a whistle blower policy interms of provisions of Section 177 of the Companies Act 2013 and Rules framed thereunderread with Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 includes an Ethics & Compliance Task Force comprising seniorexecutives of the Company. The Company has a whistle blower policy/ vigil mechanism fordirectors and employees to report genuine concerns or grievances. The whistle Blowerpolicy has been posted on the Website of the Company at www.oscar-global.net

NUMBER OF MEETINGS OF THE BOARD

During the year the Board of Directors of the Company has met on the following datesin compliance with the provisions of the Companies Act 2013:

S No. Date of meeting Total No. of Directors on the Date of Meeting No. of Directors attended % of Attendance
1 10.05.2016 5 4 80%
2 08.08.2016 5 5 100%
3 11.11.2016 5 4 80 %
4 06.02.2016 5 4 80%

The intervening gap between any two meetings was within the period prescribed by theCompanies Act 2013.

PARTICULARS OF LOANS GIVEN INVESTMENTS MADE GUARANTEES GIVEN AND SECURITIES PROVIDED

The Company has not given any loan made investment and provided security in terms ofsection 186 of the Companies Act 2013.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars relating to conservation of energy technology absorption foreignexchange earnings and outgo as required to be disclosed under the Act are provided inAnnexure III to this Report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALSIMPACTING THE GOING CONCERN STATUS AND COMPANY’S OPERATIONS IN FUTURE

There are no significant and material orders passed by the regulators or courts ortribunals impacting the going concern status and company’s operations in future.

DEPOSIT

Your Company has neither accepted nor any fixed deposit was outstanding as on theBalance Sheet date.

EXTRACT OF ANNUAL RETURN

Extract of Annual Return in Form No. MGT – 9 as required under Section 92 of theCompanies Act 2013 is included in this Report as Annexure-III and forms an integral partof this Report.

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

Your Directors state that during the financial year ended March 312017 under reviewthere were no cases filed pursuant to the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013.

PARTICULARS OF EMPLOYEES

The statement containing particulars of employees as required under section 197(12) ofthe Companies At 2013 read with rule 5 of the Companies (Appointment of ManagerialPersonnel) Rules 2014 is given in Annexure–VI and forms part of this Report. Interms of Section 136(1) of the Companies Act 2013 the Report and the Accounts are beingsent to the Members excluding the aforesaid Annexure. Any Member interested in obtaining acopy of the Annexure may write to the Company Secretary at the Registered Office of theCompany.

GENERAL DISCLOSURES

Your Directors state that no disclosure or reporting is required in respect of thefollowing items as there were no transactions on these items during the year under review:

1. Details relating to deposits covered under Chapter V of the Act.

2. Issue of equity shares with differential rights as to dividend voting or otherwise.

3. Issue of shares (including sweat equity shares/ ESOP) to employees of the Companyunder any scheme.

4. Neither the Managing Director nor the Whole–time Directors of the Companyreceive any remuneration or commission from any of its subsidiaries.

5. No significant or material orders were passed by the Regulators or Courts orTribunals which impact the going concern status and Company’s operations in future.

ACKNOWLEDGEMENT

Your Directors would like to express their sincere appreciation for the assistance andco–operation received from the financial institutions banks Government authoritiescustomers vendors and members during the year under review.

Your Directors proudly acknowledge the contribution and hard work of the employees ofthe Company and its subsidiaries at all levels who through their competence hard worksolidarity and commitment have enabled the Company to achieve consistent growth.

By Order of the Board
For Oscar Global Limited
Sd/-
(Satish Kumar Verma)
Chairman & Managing Director
DIN: 00225444
Place: Noida Residential Address: A-2/78 Punjabi Bagh
Date : 21.08.2017 New Delhi-110026