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Oscar Global Ltd.

BSE: 530173 Sector: Others
NSE: N.A. ISIN Code: INE473F01010
BSE LIVE 09:31 | 28 Jul 5.93 0.28
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OPEN 5.93
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VOLUME 200
52-Week high 8.48
52-Week low 4.17
P/E
Mkt Cap.(Rs cr) 2
Buy Price 0.00
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Sell Price 0.00
Sell Qty 0.00
OPEN 5.93
CLOSE 5.65
VOLUME 200
52-Week high 8.48
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 their report on the affairs of the company forthe Financial Year ended March 31 2016.

FINANCIAL PERFORMANCE

(Audited) (Amount in Rs.)
Particulars Financial Year ended 31.03.2016 Financial Year ended 31.03.2015
Total Revenue 100706681.88 165611089.00
Operating Profit before Interest Tax & Depreciation 3072502.75 5517233.67
Less: Interest 7101.00 14130
Gross Profit 3065401.75 5503103.67
Less: Depreciation 1704628.92 1903811
Profit before Tax 1360772.83 3599292.67
Less: Provision for Income Tax
i) Current Tax 631584.00 1617739
ii) Deferred Tax (24863.00) (108510)
Net Profit / (Loss) 754051.83 2090063.67
Balance of Profit/ (Loss) from previous year (41394117.49) (43484181.16)

KEY HIGHLIGHTS

The Total Revenue for the year fell to Rs. 10.07 Cr. in 2015-16 from Rs. 16.65 in2014-15 resulting in a decline of 39.51%

The Net Profit for the year declined to Rs. 07.54 Lac in 2015-16 from Rs.20.90 Lac inthe previous year a decline of 63.92%

The Earnings per share (EPS) for the year is Rs. 0.23 per share resulting a decline of63.50% as compared to Rs 0.63 per share of the previous year.

STATE OF COMPANY’S AFFAIRS

The Company is in the production and export of leather garments and accessories. Thecompany’s products are exported mainly to Europe. Although there is big competitionthe future prospects look good.

DIVIDEND

In order to meet the additional working capital requirements of the Company NoDividend has been declared.

TRANSFER TO RESERVES:

During the year under review the company has not transferred any amount to the GeneralReserve.

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

There is no any Material changes Affecting the financial position of the company whichhave occurred between the end of the financial year of the company to which the financialstatements 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 underreview.

CAPITAL STRUCTURE

As at 31 March 2016 the paid–up share capital of the Company stood at Rs.32918000/-. During the year under review the Company has neither issued any equityshares nor issued any shares with differential voting rights nor has granted any stockoptions or sweat equity.

NUMBER OF MEETINGS OF THE BOARD

The Board met Eleven times during the Financial Year 2015-16 on 1st April2015 17th April 2015 1st May 2015 12th August 201524th August 2015 1st September 2015 09th October2015 31st October 2015 09th November 2015 13thJanuary 2016 12th February 2016.

DIRECTORS AND OTHER KEY MANAGERIAL PERSONNEL

• DIRECTORS

Mr. K.S.Bhatia was appointed as Additional Director w.e.f. 01st April 2015and his term expired at the conclusion of 24th Annual General Meeting held on26.09.2015 as per provisions of Section 161 of the Companies Act 2013. Thereafter heceased to be a Director of the Company. The Board appreciates his contribution made duringhis tenure.

As per the provisions of the Companies Act 2013 Ms. Arpita Verma retires at theensuing Annual General Meeting and being eligible offers herself for re-appointment. TheBoard recommends her re-appointment for approval of the members in the forthcoming AnnualGeneral Meeting.

• KEY MANAGERIAL PERSONNEL

The Board appointed Ms. Varsha Chaudhary as a Company Secretary of the Company witheffect from 1st September 2015. She resigned from the position of CompanySecretary w.e.f. October 31 2015..

Ms. Nikita Chopra was appointed as a Company Secretary and Compliance Officer (KMP asper section 203) of the Company with effect from 13th January 2016 to performthe duties which shall be performed by the Company Secretary under the Companies Act2013.

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 M. Nikita Chopra Company Secretary are nominated as KeyManagerial Personnel (KMP).

DECLARATION BY INDEPENDENT DIRECTORS

The Independent directors have submitted their disclosure to the Board that theyfulfill all the requirements as to qualify for their appointment as an IndependentDirector under the provisions of Section 149 read with Schedule IV of the Companies Act2013. The Board confirms that the independent directors meet the criteria as laid downunder the Companies Act 2013.

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 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;

(c) they had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets 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 andthat such internal financial controls are 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.

FORMAL ANNUAL EVALUATION

The Companies Act 2013 mandates that the Board shall monitor and review the Boardevaluation framework. The framework includes the evaluation of directors on variousparameters such as:

• Board dynamics and relationships

• Information flows

• Decision-making

• Relationship with stakeholders

• Company performance and strategy

• Tracking Board and committees’ effectiveness

• Peer evaluation

The Companies Act 2013 states that a formal annual evaluation needs to be made by theBoard of its own performance and that of its committees and individual directors. ScheduleIV of the Companies Act 2013 states that the performance evaluation of independentdirectors shall be done by the entire Board of Directors excluding the director beingevaluated. The evaluation of all the directors and the Board as a whole was conductedbased on the criteria and framework adopted by the Board and as collated by Nomination andRemuneration Committee and the Board expressed its satisfaction.

EXTRACT OF THE ANNUAL RETURN

The extracts of Annual Return in Form MGT-9 pursuant to the provisions of Section 92read with Rule 12 of the Companies (Management and Administration) Rules 2014 areattached as Annexure ‘A’ to this Report.

AUDITORS

Statutory Auditors

M/s Sushil Vipan & Co. Chartered Accountants Statutory Auditors of the Companysubmitted their resignation due to some preoccupation vide their letter dated 10.10.2015.

The Audit Committee and the Board at their meetings held on 09th November2015 recommended the appointment of M/s Dubey & Co Chartered accountants as statutoryauditors who have agreed to hold the position to fill the casual vacancy.

Subsequently M/s. Dubey & Co. Chartered accountants were appointed as StatutoryAuditors at the Extra-Ordinary General Meeting of the Company held on 08thFebruary 2016 to hold office upto the date of forthcoming Annual General Meeting andbeing eligible offer themselves for re-appointment. The Company has received theirwritten consent and certificate that they meet the criteria provided under Section 141 ofthe Companies Act 2013 and that the appointment if made shall be in accordance with theapplicable provisions of the Companies Act 2013 and rules framed thereunder. The AuditCommittee and the Board of Directors recommends the re-appointment of M/s Dubey &Co. Chartered Accountants as the Auditors of the Company from the conclusion of thisnAnnual General Meeting upto the conclusion of next Annual General Meeting. There-appointment proposed is within the time frame for transition under the third provisionto sub-section (2) of Section 139 of the Companies Act 2013.

AUDITOR’S REPORT

Auditor’s Report does not contain any observation(s)/qualification(s) hence doesnot 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 theapproval of the Board appointed Shri Rupinder Singh Bhatia (PCS No. 2514) PracticingCompany Secretary to conduct the Secretarial Audit of the Company for the financial year2015-16.

SECRETARIAL AUDITORS’S REPORT

The Secretarial Audit Report is annexed herewith as Annexure B and forms part of thisreport. 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.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNING AND OUTGOCONSERVATION 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 suchsteps 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 thereasons thereof

(IV) Expenses incurred on R & D: NIL

FOREIGN EXCHANGE EARNINGS AND OUTGO

(Amount in Rs.)
PARTICULARS CURRENT YEAR PREVIOUS YEAR
Foreign Exchange Outgo 3684651 6515220
Foreign Exchange Earning 86773562.00 140504470.10

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.

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 &AssociatesPracticing CompanySecretaries as Internal Auditors of the Company appointed on 12th February2016.

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

RISK MANAGEMENT

Pursuant to Section 134(3)(n) of the Companies Act 2013 the Company has developed andimplement the Risk Management Policy for the Company including identification therein ofelements of risk if any which is in the opinion of the Board may threaten the existenceof the Company.These are discussed at the meeting of the Audit Committee and the Board ofDirectors of the Company. At present the Company has not identified any element of riskwhich 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 theCompanies Act 2013

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Pursuant to the provisions of Section 135 of the Companies Act 2013 every companyhaving net worth of rupees five hundred crore or more or turnover of rupees one thousandcrore or more or a net profit of rupees five crore or more during any financial year shallconstitute a Corporate Social Responsibility Committee of the Board and shall formulate aCorporate Social Responsibility Policy. Your Company is not falling under the preview ofsaid section during the year.

SUBSIDIARY ASSOCIATE AND JOINT VENTURE 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 a statement containing salient features of the financial statements of theCompany’s subsidiaries associates and joint venture companies in Form AOC-1 isattached as Annexure C.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

During the year under review the Company has not entered into any related partytransaction falling under sub-section (1) of Section 188 of the Companies Act 2013.Hence the details of such contracts or arrangements with its related parties are notdisclosed in Form AOC-2 as prescribed under the Companies Act 2013 and the Rules framedthereunder

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

As required under Regulation 34 of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 with Stock Exchanges the Management Discussion andAnalysis Report is included in this Report as Annexure-D and forms part of this BoardReport.

COMPOSITION OF COMMITTEES

Audit Committee

As per the provisions of Section 177 of the Companies Act 2013 your Company hasConstituted an Audit committee. The Audit Committee comprises of majority of theIndependent Directors.All the members of the Committee have experience in financialmatters. The details of the composition of the committee are set out in the followingtable:

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

Nomination and Remuneration Committee

As per the provisions of Section 178 of the Companies Act 2013 your Company hasConstituted Nomination and Remuneration committee. The Company’s Nomination andRemuneration Committee comprise of all non-executive Independent Directors.The details ofthe 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 Promotor Director Member
3. Ms. Deepika Singh Independent Director Member

Stakeholder Relationship Committee

As per the provisions of Section 178 of the Companies Act 2013 your Company hasConstituted Stakeholder Relationship Committee. The Committee comprise of followingDirectors:

S. No. Name Status Designation
1. Mr. Kishan Kalani Independent Director Chairman
2. Mr. Pawan Chadha Promotor 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 2016 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.

ESTABLISHMENT OF VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES

The Company has established a vigil mechanism for Directors and employees to reporttheir genuine concerns as approved by Board on recommendation of Audit Committee and thesame is uploaded on the company’s website www.oscar-global.net. There has been nochange during the financial year 2015-16 to the Policy adopted by the company.

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.

DEPOSITS

Your Company has neither accepted nor any fixed deposits was outstanding as of theBalance Sheet date.

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–E and forms part of this Report. In termsof Section 136(1) of the Companies Act 2013 the Report and the Accounts are being sentto the Members excluding the aforesaid Annexure. Any Member interested in obtaining a copyof the Annexure may write to the Company Secretary at the Registered Office of theCompany.

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

No complaint was received during the year.

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 as there are nosubsidiaries of the Company.

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.

ACKNOWLEDGEMENTS

The Board of Directors acknowledges with gratitude the co-operation extended by theCompany’s Bankers and also appreciates the continued trust and confidence reposed bythe Shareholders in the management. They also place on record their appreciation for thevaluable contribution and whole hearted support extended by the Company’s employeesat all levels.

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 : 08.08.2016 New Delhi-110026