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Oscar Investments Ltd.

BSE: 501179 Sector: Financials
NSE: N.A. ISIN Code: INE221D01018
BSE 00:00 | 20 Apr 103.90 3.20
(3.18%)
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98.00

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105.70

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NSE 05:30 | 01 Jan Oscar Investments Ltd
OPEN 98.00
PREVIOUS CLOSE 100.70
VOLUME 1487
52-Week high 385.00
52-Week low 69.35
P/E
Mkt Cap.(Rs cr) 180
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 98.00
CLOSE 100.70
VOLUME 1487
52-Week high 385.00
52-Week low 69.35
P/E
Mkt Cap.(Rs cr) 180
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Oscar Investments Ltd. (OSCARINVESTMENT) - Director Report

Company director report

To

The Members

Oscar Investments Limited

Your Directors have immense pleasure in presenting this 39th Annual Report along withAudited Financial Statements for the financial year ended March 31 2017

FINANCIAL HIGHLIGHTS

The brief highlights of Standalone and Consolidated financial results of the Companyfor the Financial Years 2016-17 and 2015-16 are as under:

Standalone Financial Result:

(Rs. in Lacs)
Particulars March 31 2017 March 31 2016
Income
Revenue from operations 28160.48 14491.65
Other Income 0.12 0.15
Total Revenue 28160.60 14491.80
Expenditure
Employee benefit expenses 118.74 94.25
Finance cost 10696.69 12551.73
Depreciation & amortization expenses 26.66 40.42
Other expenses 12593.31 378.41
Provisions and loan losses (3979.18) 4107.27
Total Expenses 19456.22 17172.08
Profit /(Loss) before Tax 8704.38 (2680.28)
Tax Expenses
- Current Tax 1055.00 592.00
- Mat Credit Entitlement (1055.00) -
- Prior year- expenses/ (reversal of provision) - (3.22)
Deferred Tax (5.38) (2.59)
Wealth Tax - -
Profit /(Loss) for the year 8709.76 (3266.47)

Consolidated Financial Result:

(Rs. in Lacs)
Particulars March 31 2017 March 31 2016
Income
Revenue from operation 28168.48 14494.65
Other Income 8.00 327.84
Total Revenue 28176.48 14849.49
Expenditure
Cost of Material consumed - -
Employee benefit expense 118.82 108.78
Finance cost 10697.08 12551.75
Depreciation & amortization expenses 26.66 40.42
Other expenses 12658.98 388.77
Provisions and loan losses (3979.18) 4107.27
Total Expenses 19522.36 17196.99
Profit /(Loss) before Tax 8654.12 (2377.50)

 

Particulars March 31 2017 March 31 2016
Tax Expenses
- Current Tax 1057.43 592.01
- Prior year- expenses/ (reversal of provision) 1.42 (3.22)
Minimum alternate tax credit entitlement written off (1055.00) -
- Deferred Tax (5.39) (2.59)
- Wealth Tax - -
Profit /(Loss) after Tax and before minority interest and share in profit/ (loses of associate companies) 8655.66 (2693.70)
Less: Share of minority interest for the year (13.47) 75.42
Add: Share in current year profit/ (loss) of associate 145.65 (169.30)
Profit /(Loss) for the year 8814.78 (3208.42)

BUSINESS PERFORMANCE

Consolidated

During the financial year 2016-17 Profit before Tax of the Company was Rs 8654.12lacs. The Profit after Tax was Rs. 8814.78 lacs as compared to the loss of Rs 3208.42lacs in the previous year.

Standalone

During the financial year 2016-17 the Profit before Tax of the Company was Rs 8704.38lacs. The Profit after Tax was Rs 8709.76 lacs as compared to the loss of Rs 3266.47lacs in the previous year. An amount of Rs. Rs. 1741.95 lacs was transferred to StatutoryReserve Fund pursuant to Section 45(I) C of the Reserve Bank of India Act 1934 for theyear ended March 31 2017. The Company's Net Worth as on March 31 2017 stood at Rs174191.09 lacs as against Rs 165486.71 lacs last year.

DIVIDEND AND TRANSFER TO RESERVE

To conserve the resources of the Company for future investments your Directors havedeemed it prudent not to recommend any Dividend for the financial year ended March 312017.

An amount of Rs. 1741.95 lacs was transferred to Statutory Reserve Fund pursuant toSection 45(I) C of the Reserve Bank of India Act 1934 for the year ended March 312017.

SHARE CAPITAL

During the period under review there has been no change in the Share Capital of theCompany.

During the Financial Yearno funds were raised by way of public issuerightsissuepreferential issue etc.by stating any object in the offer document or explanatorystatement to the notice for the general meeting. Thereforeno explanation is required tobe given in this report pursuant to Regulation 32(4) of SEBI LODR Regulations.

EXTRACT OF ANNUAL RETURN

An extract of the Annual Return in Form No. MGT 9 is presented in a separate sectionand is annexed herewith as Annexure A to this Report.

DETAILS OF SUBSIDIARIES/JOINT VENTURES/ASSOCIATE COMPANIES

As on March 31 2017 your Company has one subsidiary; Shimal Research LaboratoriesLimited and one step-down subsidiary; Fortis Clinical Research Limited. The Company hasone Associate Company; RHC Finance Private Limited within the meaning of Section 2(6) ofthe Companies Act 2013("Act"). During the Financial year under review therehas been no material change in the nature of business of the subsidiaries.

A report on the performance and financial position of each of the subsidiaries includedin the Consolidated Financial Statement is provided in accordance with the provisions ofSection 129 of the Act read with Rule 5 of the Companies (Accounts) Rules 2014 as aseparate statement in Form AOC- 1 annexed to the Consolidated Financial Statements of theCompany containing the salient features of the financial statement of Company'ssubsidiaries and hence is not repeated here for sake of brevity.

The Board of Directors have also formulated a Policy on Subsidiaries which has alsobeen uploaded on the Company's website and can be accessed through the linkhttp://oscarinvestments.org/pdf/Policy-on- Subsidiaries.pdf

Pursuant to the provisions of Section 136 of the Act the Financial Statementsincluding Consolidated Financial Statements of the Company along with other documentsrequired to be attached thereto and separate audited accounts in respect of each of itssubsidiaries are available on the website of the Company.

STATUTORY DISCLOSURES

None of the Directors of your Company is disqualified as per provision of Section164(2) of the Act.The directors of the Company have made necessary disclosures asrequired under various provisions of the Act and SEBI LODR Regulations.

CONSOLIDATED FINANCIAL STATEMENT

Pursuant to Regulation 34 of the SEBI LODR Regulations and Section 129 of theActConsolidated Financial Statements of the Company and all its subsidiaries dulyaudited by the Statutory Auditors of the Company is published in this Annual Report. TheConsolidated Financial Statements are prepared in terms of the Accounting Standards as perCompanies (Accounting Standard) Rules 2006 and referred to in Sections 129 & 133 ofthe Act.

PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS

The Company being an NBFC is exempted from the provisions of Section 186 [exceptsub-section (1)] of the Act. Accordingly details of particulars of loans guarantees orinvestments as required to be provided as per Section 134(3)(g) of the Act are notprovided.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All related party transactions that were entered into during the financial year were inordinary course of business and on arm's length basis. There were no materiallysignificant transactions with related parties in the financial year which were in conflictwith the interest of the Company.

All Related Party Transactions are placed before the Audit Committee for approval asrequired under Regulation 23 of LODR Regulations and per the Related Party TransactionPolicy of the Company as approved by the Board. Prior omnibus approval of the AuditCommittee is obtained for the transactions which are of a foreseen and repetitivenature.The transactions entered into pursuant to the omnibus approval so granted areaudited and a statement giving details of all related party transactions is placed beforethe Audit Committee for their approval on a quarterly basis.

The policy on Related Party Transactions has also been uploaded on the Company'swebsite and can be accessed through the linkhttp://www.oscarinvestments.org/pdf/Oscar-RPT-Policy.pdf.

Disclosures as required under Section 134(3)(h) read with Rule 8(2) of the Companies(Accounts) Rules2014 are provided in Form AOC- 2 which is annexed herewith as AnnexureB and forms part of this report.

RISK MANAGEMENT

As an NBFC the Company is exposed to credit risk liquidity risk and interest raterisk. The Company has a Risk Management Policy which is being monitored by the RiskManagement Committee.

Company's Asset-Liability Committee (ALCO) set up in line with the guidelines issued bythe RBI monitors asset-liability mismatches and ensures that there are no materialimbalances or excessive concentration on either side of the balance sheet. The companymanages the risk by maintaining a conservative financial profile and by following prudentbusiness and risk management practices.

The details of the Committee are set out in the CGR forming part of the Board's Report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

In terms of the provisions of Section 152 of the Act and Article of Association of theCompany Mrs. Aditi Shivinder Singh Non-Executive Director is liable to retire byrotation at the ensuing Annual General Meeting of the Company and being eligible hasoffered herself for re-appointment. The Nomination and Remuneration Committee and theBoard of Directors recommend her re-appointment.

Mrs. Japna Malvinder Singh Managing Director of the Company resigned from the Board ofDirector of the Company w.e.f. May 022017. Mr. Varun Sood has been appointed as ManagingDirector of the Company w.e.f May 032017.Mr. Varun Sood has also been designated as KeyManagerial Personnel of the Company.

The Board of Directors has proposed to appoint Mr. Varun Sood subject to approval ofshareholders at the ensuing Annual General Meeting and other requisite approvals ifrequired as Managing Director of the Company for a period of 3 years w.e.f. May 03 2017.

The brief resume of the Directors proposed to be appointed/ re-appointed nature oftheir expertise in specific functional areas names of companies in which they holddirectorships memberships/chairmanships of board committees and shareholding (both own orheld by/ for other persons on a beneficial basis) in the Company as stipulated underRegulation 36(3) of the Listing Regulation are provided in the Notice convening theAnnual General Meeting of the Company.

During the year the non-executive directors of the Company had no pecuniaryrelationship or transactions with the Company.

The Company has received declarations from all the Independent Directors of the Companythat they meet with the criteria of independence as provided in Section 149(6) of the Actand Regulation 16 of the Listing Regulations.

Ms. Karishma Jain Company Secretary of the Company has resigned with effect fromJanuary 162017.Mr. Vivek Kumar Singh has been appointed as Company Secretary of theCompany w.e.f. May 292017.

BOARD/COMMITTEE COMPOSITION AND MEETINGS

The Board of Directors of the Company met Five (5) times during the financial year2016-17. The details of composition of Board and Committees and their meetings held duringthe year are provided in the Report on Corporate Governance which forms part of thisreport. The intervening gap between two meetings of the Board was within the period asprescribed under the Companies Act 2013 and the SEBI(Listing Obligations and DisclosureRequirements)Regulations2015.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act 2013 and SEBI Listing (Obligation& Disclosure Requirements) Regulation 2015 the Board has carried out performanceevaluation of its own performance the Directors individually Chairman as well as theevaluation of the working of its Audit and Risk Management Committee Nomination andRemuneration Committee (NRC) Stakeholders' Relationship Committee and Corporate SocialResponsibility Committee. Following process of evaluation was followed:

S. No. Process Remarks
1. Individual SelfAssessment Self-evaluation forms were shared and completed by the Directors and submitted to the Chairperson of Nomination and Remuneration Committee.
2. One to One discussion An independent Advisor was authorised to interact with each member to assess performance invite direct feedback and seek inputs to identify opportunities for improvement
3. Board Evaluation for the Board Nomination and Remuneration Committee and of Independent Directors Using the Self-Assessment feedback and output from the one-on-one discussions the formal Board Evaluation Process was conducted. A compilation of the individual self-assessments and one to one discussions were placed at the meeting of the Nomination and Remuneration Committee (NRC the Independent Director's (ID's) and the Board of Directors (BoD) held on February 14 2017 for them to review and include as additional feedback to the formal process completed in the meetings.
4. Final recording and reporting Based on the above a final report on Board Evaluation was collated presented presented and tabled at a meeting of the Board of Directors. The report also noted best practices in certain areas and considered opportunities for improvement.

SCHEME OF AMALGAMATION BETWEEN HEALTHFORE TECHNOLOGIES LIMITED AND OSCAR INVESTMENTSLIMITED AND THEIR RESPECTIVE SHAREHOLDERS AND CREDITORS

The Board of Directors of Oscar Investments at their meeting held on December 14 2015have approved the Scheme of Amalgamation ('the Scheme') between HealthForeTechnologies Limited ('HealthFore' or 'the Amalgamating Company') and OscarInvestments Limited ('Oscar' or 'Amalgamated Company') and their respectiveshareholders and creditors under Sections 391 to 394 and other applicable provisions ofthe Companies Act 1956.The Scheme is currently pending for approval of National CompanyLaw Tribunal('NCLT')

REMUNERATION POLICY

The Board has on the recommendation of the Nomination & Remuneration Committeeframed a policy for appointment of Directors Key Managerial Personnel and theirremuneration as well as policy on other employees remuneration. The detailed policy isavailable on the website of the Company can be accessed through the linkhttp://oscarinvestments.org/pdf/DIRECTORS-APPOINTMENT-&-REMUNERATION- POLICY.pdf. TheRemuneration Policy is stated in the Corporate Governance Report.

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

The Company has laid down a policy on training for Independent Directors. The Directorsare updated on the regulatory changes Business strategy and operations by the seniorleadership of the Company periodically. Apart from this during the year under review onefamiliarization program was conducted by respective functional heads of the Company tofamiliarize the Directors with the business model of Research & Information Services.

Details of Familiarization Program conducted are uploaded on the website of the Companyand can be accessed through the linkhttp://oscarinvestments.org/pdf/Familiarisation-programme-for-Independent- Directors.pdf

AUDIT COMMITTEE

The composition of the Audit Committee is in compliance with provisions of theCompanies Act 2013 and SEBI LODR Regulations. During the year all the recommendations ofthe Audit Committee are included in the Report on Corporate Governance which forms partof this report.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134 (5) of the Companies Act 2013 the Board of Directors basedon the representation as provided to the Board by the management confirm that:

a. In the preparation of the annual accounts for the financial year ended March 312017 the applicable accounting standards have been followed along with properexplanations relating to material departures wherever applicable;

b. The Directors had selected such accounting policies and applied them consistentlyand made judgements and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company as at March 31 2017;

c. The Directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;

d. The Directors had prepared the annual accounts for the financial year ended March31 2017 on a 'going concern' basis;

e. The Directors had laid down internal financial controls to be followed by theCompany and such internal controls are adequate and were operating effectively; and

f. The Directors had devised proper systems to ensure proper compliance with provisionsof all applicable laws and that such systems were adequate and operating effectively.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

In compliance with Section 135 of the Companies Act 2013 read with the Companies(Corporate Social Responsibility Policy) Rules 2014 the Company has established aCorporate Social Responsibility (CSR) Committee during the financial year 2014-2015.

The CSR Committee has formulated and recommended to the Board a CSR Policy indicatingthe activities to be undertaken by the Company which has been approved by the Board.

The Company has spent Rs. 50 Crore towards the CSR projects during the currentfinancial year 2016- 17. The average net profit of the Company computed as per Section 198of the Act during the three immediately preceding financial years was Rs. 2387.10 Lacs.It was hence required to spend Rs.47.74 Lacs on CSR activities during the financial year2016-17 being 2% of the average net profits of the three immediately preceding financialyears.

Annual Report on CSR in format prescribed in companies (Corporate Social ResponsibilityPolicy) Rules 2014 in attached as Annexure C.

CORPORATE GOVERNANCE

Your Company believes that Corporate Governance is the basis of stakeholdersatisfaction and therefore your Board continues to be committed to uphold the higheststandards of Corporate Governance and adhere to the requirements set out by the Securitiesand Exchange Board of India.

A detailed Report on Corporate Governance along with the Auditors' Certificateconfirming the compliance to the conditions of Corporate Governance as stipulated in PartC of Schedule V of the Listing Regulations is set out in this Annual Report and forms anintegral part of this Report.

AUDITORS

M/s M.S. Sekhon &Co. (Firm Registration No. 003671N ) Chartered Accountants whoare the Statutory Auditors of the Company hold office till the conclusion of the AGM ofthe Company to be held in the year 2021 as per shareholders' resolution dated September302017 subject to ratification of their appointment by the Members at every AGM as perthe provisions of Section 139(1) of the Companies Act 2013.

The Company has received a written confirmation from M/s M.S. Sekhon & Co. to theeffect that their ratification if madewould be within the prescribed limit under Section141(3)(g) of the Act and they are not disqualified from being auditors of the Company.

Accordinglyit is proposed to ratify the appointment of M/s M.S. Sekhon &Co. asstatutory auditors of the Company from the conclusion of the forthcoming AGM till theconclusion of the next AGM.

AUDITORS REPORT

The Auditors Report does not contain any qualification reservation or adverse remark.Further the observations of the Auditors in their report read together with the Notes toFinancial Statement are self-explanatory and therefore in the opinion of the Board ofDirectors do not call for any further explanation.

DETAILS OF FRAUD REPORTABLE BY STATUTORY AUDITOR TO BOARD

Basis the confirmations reported to the Board in this regard there were no instancesof fraud misfeasance or irregularity detected and reported in the Company during thefinancial year 2016-17 by the Statutory Auditors of the Company pursuant to Section143(12) of the Companies Act 2013.

SECRETARIAL AUDITOR REPORT

Pursuant to the provisions of Section 204 of the Companies Act 2013 ("Act")and the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2015 theBoard of Directors of the Company had appointed M/s Arora Shekhar & Co. as theSecretarial Auditor of the Company to conduct the Secretarial Audit of the Company for thefinancial year 2016-17.

The Secretarial Audit Report of the Company for the financial year ended March 312017 is annexed herewith as Annexure D to this Report. The Comments of Auditors'in the Secretarial Audit Report and the reply to the same is as follows:

Observations:

1. The Company does not have Chief Financial Officer (CFO) as whole time key managerialpersonnel.

2. ALM Yrly return is not filed.

3. Branch information report of Quarter ending on July 2016 is not filed however itmay be noted that the company has no branches.

4. Form AML-2 and AML-3 for the quarter ending on 30th September 2016 was filed on31.10.2016 after due date 30.10.2016 being Sunday.

Reply to point no.1:

The Company will appoint CFO post-merger of Healthfore Technologies Limited with theCompany.

Reply to point no.23 &4:

The Company will henceforth file the returns on or before the due date.

PUBLIC DEPOSITS

Your Company has neither invited nor accepted any deposits from the public within themeaning of the Section 2(31) of the Companies Act 2013Section 73 of the Companies Act2013 read with Companies (Acceptance of Deposit) Rules 2014 during the period underreview.

LISTING WITH STOCK EXCHANGE

The Equity Shares of your Company continue to be listed on BSE Limited("BSE"). The Annual Listing Fee for the financial year 2016-17 has been paid tothe BSE.

STATUTORY DISCLOSURES

None of the Directors of your Company is disqualified as per provision of section164(2) of the Act. The Directors of the Company have made necessary disclosures asrequired under various provisions of the Act and the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Even though operations of the Company are not energy intensivethe management has beenhighly conscious of the importance of conservation of energy and technology absorption atall levels and efforts are made in this direction on continuous basis.

The Company requires energy for its business operations and every endeavor has beenmade to ensure the optimal use of energy avoid wastage and conserve energy as far aspossible.

However in view of the nature of activities which are being carried on by your Companywhich are not energy intensive the particulars as prescribed under Section 134(3)(m) ofthe Companies Act 2013 read with Companies (Accounts) Rules 2014 regarding Conservationof Energy Research and Development and Technology Absorption are not applicable to theCompany and hence not been provided.

There were no Foreign Exchange Earnings during the year. An expenditure of Rs. 213.23lacs was incurred in Foreign Exchange during the year under review on a standalone basis.

INTERNAL FINANCIAL CONTROLS AND INTERNAL CONTROL SYSTEM

The Company has in place adequate systems of internal control commensurate with itssize and the nature of its operations. These have been designed to provide reasonableassurance with regard to recording and providing reliable financial and operationalinformation complying with applicable statutes safeguarding assets from unauthoriseduse executing transactions with proper authorisation and ensuring compliance of corporatepolicies.

To ensure that all systems and procedures are in place and order regular internalaudit is conducted. Internal Audit of the Company during FY 2016-17was conducted by M/s.Talati &TalatiChartered Accountants. The Company has appointed M/s. VMA &Associates as the Internal Auditor of the Company for FY 201718. To maintain itsobjectivity and independence the Internal Auditor reports to the Audit Committee aboutthe Internal Audit findings and corrective actions thereon on a quarterly basis.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The details of remuneration required under Section 197(12) of the Act read with Rule5(1) & 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 are annexed herewith as Annexure- E to this report.

The details of remuneration paid to the Directors including Executive Directors of theCompany are given in Form No. MGT-9 forming part of this Report.

VIGIL MECHANISM/ WHISTLE BLOWER POLICY

The Company has a vigil mechanism named Whistle Blower Policy for Directors andemployees of the Company to report their genuine concerns and to deal with instance ofunethical practices fraud and mismanagement or gross misconduct by the employees of theCompany if any that can lead to financial loss or reputation risk to the organization.

The policy has also been uploaded on the website of the Company and can be accessedthrough the link http://oscarinvestments.org/pdf/Whistle-Blower-Policv.pdf

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT THE WORK PLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013

The Company has in place an Anti-Sexual Harassment Policy in line with the requirementsof The Sexual Harassment of Women at the Work Place (Prevention Prohibition andRedressal) Act 2013. An Internal Complaints Committee (ICC) has been set up to redresscomplaints received regarding sexual harassment. All employees are covered under thispolicy. No case has been reported during the year under review.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

Except as disclosed above or elsewhere in this Annual Report there have been nomaterial changes and commitments affecting the financial position of the Company whichhave occurred between the end of financial year under review and the date of this report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant material orders passed by the Regulators/ Courts which wouldimpact the going concern status of the Company and its operations in future.

ACKNOWLEDGEMENTS

Your Directors would like to express their sincere appreciation for the co-operationand assistance received from the Company's Bankers Regulatory Bodies Stakeholdersincluding Financial Institutions and other business associates who have extended theirvaluable sustained support and encouragement during the year under review.

Your Directors also gratefully acknowledge and appreciate the commitment displayed byall executives officers and staff towards the success of the Company. We look forward foryour continued support in the future.

On behalf of the Board of Directors
Sd/- Sd/-
(Varun Sood) (Shivinder Mohan Singh)
Managing Director Director
Place: New Delhi
Date : August 11 2017