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Oscar Investments Ltd.

BSE: 501179 Sector: Financials
NSE: N.A. ISIN Code: INE221D01018
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VOLUME 174
52-Week high 408.90
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P/E 29.68
Mkt Cap.(Rs cr) 375
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OPEN 220.25
CLOSE 220.25
VOLUME 174
52-Week high 408.90
52-Week low 191.00
P/E 29.68
Mkt Cap.(Rs cr) 375
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 38th Annual Report along withAudited Financial

Statements for the financial year ended March 31 2016.

FINANCIAL HIGHLIGHTS

The brief highlights of Standalone and Consolidated financial results of the Companyfor the Financial Years

2015-16 and 2014-15 are as under:

Standalone Financial Result:

(Rs. in Lacs)
Particulars March 31 2016 March 31 2015
Income
Revenue from operations 14491.65 11216.92
Other Income 0.15 0.65
Total Revenue 14491.80 11217.57
Expenditure
Employee benefit expenses 94.25 131.13
Finance cost 12551.73 5319.11
Depreciation & amortization expenses 40.42 70.04
Other expenses 378.41 847.79
Provisions and loan losses 4107.27 74.34
Total Expenses 17172.08 6442.41
Profit /(Loss) before Tax (2680.28) 4775.16
Tax Expenses
- Current Tax 592.00 1885.00
- Prior year- expenses/ (reversal of provision) (3.22)
Deferred Tax (2.59) (22.66)
Wealth Tax - -
Profit /(Loss) for the year (3266.47) 2912.82
Consolidated Financial Result:
(Rs. in Lacs)
Particulars March 31 2016 March 31 2015
Income
Revenue from operation 14494.65 11631.97
Change in inventories - (21.33)
Other Income 327.84 615.41
Total Revenue 14849.49 12226.05
Expenditure
Cost of Material consumed - 50.32
Employee benefit expense 108.78 516.58
Finance cost 12551.75 5374.86
Depreciation & amortization expenses 40.42 157.00
Other expenses 388.77 1410.55
Provisions and loan losses 4107.27 74.34
Total Expenses 17196.99 7583.65
Profit /(Loss) before Tax (2377.50) 4642.40
Tax Expenses
- Current Tax 592.01 1887.00
- Prior year- expenses/ (reversal of provision) (3.22) (0.07)
Minimum alternate tax credit entitlement written off
- Deferred Tax (2.59) (3.30)
- Wealth Tax - -
Profit /(Loss) after Tax and before minority interest and share in profit/ (loses of associate companies) (2693.70) 2758.77
Less: Share of minority interest for the year 75.42 (38.37)
Add: Share in current year profit/ (loss) of associate (169.30) 12.89
Profit /(Loss) for the year (3208.42) 2810.03

BUSINESS PERFORMANCE

Consolidated

During the financial year 2015-16 the Company incurred loss before Tax of Rs 2377.50lacs. The loss after

Tax was Rs 3208.42 lacs as compared to the profit of Rs 2810.03 lacs in the previousyear.

Standalone

During the financial year 2015-16 the Company incurred a loss before Tax of Rs 2680.28lacs. The loss after Tax was Rs 3266.47 lacs as compared to the profit of Rs 2912.82 lacsin the previous year. The Company not transferred any amount to Statutory Reserve Fundpursuant to Section 45(I) C of the Reserve Bank of India Act 1934. The Company's NetWorth as on March 31 2016 stood at Rs 165486.71 lacs as against Rs 168755.78 lacs lastyear.

MANAGEMENT DISSCUSSION AND ANALYSIS REPORT

a. Global Economy and Industry Overview

After a number of years of sluggish growth the global economy is picking up althoughat a slow pace. The global economy which grew by 3.1 percent in 2015 is expected to growby approximately 3.5 percent over the next two years.

As per the World Economic Outlook (WEO) growth in emerging markets and developingeconomies is expected to be more gradual while in advanced economies WEO expects anuneven or modest recovery over the coming years.

Analysts predict the projected positive outlook has been drawn in reference to theforecast which reflects gradual economic recovery of various countries that are currentlyin economic distress. Despite a projected uptick in global macro economies factors suchas lower commodity prices slackening economic growth in China and economic pressures onemerging markets are expected to pose worrisome challenges for the global economic outlook2016-2017.

India's economy grew by 7.6 percent in 2015 against 7.2 percent in 2014. The growthwas driven by the manufacturing sector which recorded a growth rate of approximately 9.3percent during the fourth quarter of 2015 while the farm sector grew at a much slowerrate of 2.3 percent. As per some experts the growth rate is predicted to increase by 8percent in 2016.

b. Outlook

The World Bank has predicted the 7.6 per cent growth rate for India in 2016-17 whichit said could accelerate to 7.7 per cent in 2017-18 and 7.8 per cent in 2018-19.

As per IMF's update on the World Economic Outlook Global growth is projected at 3.2percent in 2016 and 3.6 percent in 2017. Growth in advanced economies is projected to riseby 0.2 percentage point in 2016 to 2.1 percent and hold steady in 2017. Growth inemerging market and developing economies is projected to increase from 4 percent in2015-the lowest since the 2008-09 financial crisis-to 4.3 and 4.7 percent in 2016 and2017 respectively. India and the rest of emerging Asia are generally projected tocontinue growing at a robust pace although with some countries facing strong headwindsfrom China's economic rebalancing and global manufacturing weakness. Global growthcontinues but at a sluggish pace that leaves the world economy more exposed to riskssays the IMF's latest World Economic Outlook (WEO).

The financial services industry is highly correlated to overall economic growth and asseen from the sectoral split of India's GDP growth it has in fact been a large driver ofthis growth. The improving GDP growth trajectory is therefore expected to further propelthe financial services industry.

c. Risks And Concerns

The Company is subject generally to changes in Indian law as well as to changes ingovernment regulations changes made in the regulations by applicable regulators in Indiaand policies and accounting principles. Any changes in the regulatory framework affectingnon-banking financial companies could adversely affect the profitability of the Issuer orits future financial performance by requiring a restructuring of its activitiesincreasing costs or otherwise.The Company is also subject to interest rate risks andcredit risks.

d. Internal Financial Control Systems and their adequacy

The Company has proper and adequate internal financial control systems commensuratewith its size and nature of its operations. These have been designed to ensure that thefinancial and other records are reliable for preparing financial and other statementsmaintain accountability of assets complying with applicable statutes safeguarding assetsfrom unauthorized use executing transactions with proper authorization and ensuringcompliance of corporate policies.

e. Financial Overview of the Company

The total revenue of the Company on standalone basis for the Financial Year 2015-16 wasRs. 14491.65 Lacs as against Rs. 11216.92 Lacs in Financial Year 2014-15. The Companyincurred a loss of Rs 3266.47 lacs as compared to the profit of Rs 2912.82 lacs in theprevious year.

f. Human Resources - Contribution to Business Success

HR policies and processes were strengthened with focus on building a culture where highperformance is suitably rewarded. Adherence to various HR policies alignment toorganizational culture and values and efficacy of organisation structure are monitored andsupported by the group HR leadership for superior business performance and higher employeeengagement and satisfaction levels. Our continuous attempt has been to provide employeeswith challenging roles opportunities for learning and growth an enabling workenvironment relevant training and performance support through various existing and new HRinitiatives.

DIVIDEND AND TRANSFER TO RESERVE

In view of the loss incurred by the Company your Directors do not recommend anyDividend for the financial year ended March 31 2016.No amounts were transferred toreserves.

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 2016 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 of Section 129 ofthe Act read with Rule

5 of the Companies (Accounts) Rules 2014 as a separate statement in Form AOC- 1annexed to the Consolidated Financial Statements of the Company containing the salientfeatures of the financial statement of Company's subsidiaries and hence is not repeatedhere for sake of brevity.

During the year under review the Board of Directors has formulated a Policy onSubsidiaries which has also been uploaded on the Company's website and can be accessedthrough the link http://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 Listing Regulations and Section 129 of the ActConsolidated Financial Statements of the Company and all its subsidiaries duly audited bythe 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 Listing 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 Annexure-B 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 Risk Management 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

Mr. Anuj Chowdhry Non-Executive Independent Director resigned from the Board ofDirectors of the Company with effect from May 11 2015. The Board of Directors placed onrecords its deep appreciation for the valuable services and guidance provided by himduring the tenure as Director of the Company.

Mr. Ravi Sikka (in capacity of Non-executive Independent Director) was appointed asAdditional Director of the Company by the Board of Directors on May 29 2015 pursuant tothe provisions of Section 161 of the Act and Articles of Association of the Company.Themembers of the Company at the Annual General Meeting ("AGM") of the Company heldon September 302015 approved the appointment of Mr. Ravi Sikka (in capacity ofNon-executive Independent Director) w.e.f. May 292015.

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

The Board of Directors has proposed to re-appoint Mrs. Japna Malvinder Singh whoseterm of office expires on January 31 2017 subject to approval of shareholders at theensuing Annual General Meeting and other requisite approvals if required as ManagingDirector of the Company for a period of 5 years w.e.f. February 012017.

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 was appointed as Company Secretary of the Company with effect fromApril 1 2015.

BOARD/COMMITTEE COMPOSITION AND MEETINGS

The Board of Directors of the Company met FIVE (5) times during the financial year2015-16. 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 Self- Assessment 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) held on February 03 2016 the Independent Director's (ID's) and the Board of Directors (BoD) held on February 05 2016 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 HealthFore TechnologiesLimited ('HealthFore' or 'the Amalgamating Company') and Oscar Investments Limited('Oscar' or 'Amalgamated Company') and their respective shareholders and creditors underSections 391 to 394 and other applicable provisions of the Companies Act 1956.

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 312016 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 2016;

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 2016 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 CSR Committee of the Company had meetings and discussions with NGO Partners.However CSR Committee could not identify any suitable partner to support and channelizethe activities /programs to be undertaken by the Company in line with its CSR Policy.

Hence the Company did not spend any money on CSR in FY 2015-16.Annual Report on CSR informat prescribed in companies (Corporate Social Responsibility Policy) Rules 2014 inattached 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

The Statutory Auditors of your Company viz. M/s S. R. Bagai & Co. (FirmRegistration No. 002388N ) Chartered Accountants will retire at the conclusion of theensuing Annual General Meeting.

In accordance with the provisions of Section 139 of the Companies Act2013("Act") read with Companies (Audit and Auditor) Rules 2014 the Board ofDirectors on the recommendation of Audit Committee has proposed subject to the approvalof shareholders appointment of M/s M.S. Sekhon &Co. (Firm Registration No. 003671N) Chartered Accountants as Statutory Auditors of the Company at the ensuing AnnualGeneral Meeting (AGM) of the Company for a period of 5 years i.e. till the conclusion ofthe AGM of the Company to be held in the year 2021 (subject to ratification of theirappointment by the Members at AGM held after this AGM as per the provisions of theCompanies Act 2013).

The Company has received a written confirmation from M/s M.S. Sekhon &Co. to theeffect that their appointment is within the limits specified under the Act.

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 2015-16 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 2015-16.

The Secretarial Audit Report of the Company for the financial year ended March 312016 is annexed herewith as Annexure D to this Report. The Comments of Auditors' in theSecretarial Audit Report and the reply to the same is as follows:

Observation: The Company does not have a Chief Financial Officer of the Company as perthe provisionof Section 203 of the Companies Act 2013.

Reply:The Company has already identified suitable candidate for the position of ChiefFinancial Officer(CFO)and is in the process of making appointment.

Observation:The Company has filed the annual report with the Labour Commissioner duringthe periodunder review as per the provisions of Sexual Harassment at the Workplace Act& Rules 2013 with delay.

Reply:The Company will henceforth file the Annual Report within the period of 30 daysfrom the end of financial year on time as per the provisions of Sexual Harassment at theWorkplace Act &Rules 2013

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 2013 read with Companies (Acceptance ofDeposit) Rules 2014 during the period under review.

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 intensive the 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 energyavoid 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 and Outgo during the year.

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 2016-17 was conducted by M/s.Talati &TalatiChartered Accountants. The Company has appointed M/s. Talati&Talatias the Internal Auditor of the Company for FY 2016-17. To maintain its objectivity andindependence the Internal Auditor reports to the Audit Committee about the Internal Auditfindings and corrective actions thereon on a quarterly basis.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

Statement of Particulars of Employees as required under Section 197 of the Act readwith Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 as amended from time to time forms part of this Report. However pursuant toSection 136 of the Act this Report and Financial Statements are being sent to the Membersand others entitled thereto excluding the aforesaid information and the said particularsare available for inspection by the Members at the Registered Office of the Company duringnormal business hours on working days of the Company upto the date of the ensuing AnnualGeneral Meeting. The Members desirous of obtaining such particulars may write to theCompany Secretary at the Registered Office of the Company in this regard.

Disclosures of the ratio of the remuneration of each director to the median employee'sremuneration and other details as required pursuant to Section 197(12) of the Act readwith Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 are annexed herewith as Annexure-E and forms part of 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-Policy.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 Reportthere 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/-
(Japna Malvinder Singh) (Shivinder Mohan Singh)
Managing Director Director
DIN : 00238896 DIN : 00042910
Place: New Delhi
Date : August 29 2016

ANNEXURE - B

Form No. AOC-2

(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) ofthe Companies (Accounts) Rules 2014)

Form for disclosure of particulars of contracts / arrangements entered into by thecompany with related parties referred to in sub-section (1) of section 188 of theCompanies Act 2013 including certain arm's length transactions under third provisothereto:

1. Details of contracts or arrangements or transactions not at arm's length basis:

During the financial year ended March 31 2015 the Company has not entered into anycontract or arrangement or transaction with its related parties which is not at arm'slength basis.

2. Details of material contracts or arrangement or transactions at arm's length basis:

Name of the Related Party Nature of Relationship Nature Material Terms/monetary value and particulars of the Contract or arrangement Date (s) of approval by the Board. Date (s) of approval by shareholders Amount paid as advances if any
1 Religare Enterprises Ltd Group/ Associate Company Existing/Fresh Loan Agreements and its renewal for availing loans for ordinary business requirements of the Company subject to maximum of' 800.00 Crore per annum. January 30 2015 March 12 2015 N.A.
2 Religare Finvest Ltd Group/ Associate Company Existing/Fresh Loan Agreements and its renewal for availing loans for ordinary business requirements of the Company subject to maximum of' 1000.00 Crore per annum. January 30 2015 March 12 2015 N.A.
3 RHC Holding Pvt Ltd Group/ Associate Company Existing/Fresh Loan Agreements and its renewal for availing loans for ordinary business requirements of the Company subject to maximum of' 500.00 Crore per annum. January 30 2015 March 12 2015 N.A.
4 Healthfore Technologies Ltd. Group/ Associate Company. Existing/Fresh Loan Agreements and its renewal for giving loans for ordinary business requirements of the Company subject to maximum of' 300.00 Crore per annum. January 30 2015 March 12 2015 N.A.
5 Ligare Aviation Ltd Group/ Associate Company Existing/Fresh Loan Agreements and its renewal for giving loans for ordinary business requirements of the Company subject to maximum of' 300.00 Crore per annum. January 30 2015 March 12 2015 N.A.
6 Ligare Voyages Ltd Group/ Associate Company Existing/Fresh Loan Agreements and its renewal for giving loans for ordinary business requirements of the Company subject to maximum of' 500.00 Crore per annum. January 30 2015 March 12 2015 N.A.
7 RWL Healthworld Ltd. Group/ Associate Company Existing/Fresh Loan Agreements and its renewal for giving loans for ordinary business requirements of the Company subject to maximum of' 100.00 Crore per annum. January 30 2015 March 12 2015 N.A.
8 Lowe Infra & Wellness Pvt.Ltd Group/

Associate

Company

Existing/Fresh Loan Agreements and its renewal for availing loans for ordinary business requirements of the Company subject to maximum of' 500.00 Crore per annum. January 30 2015 March 12 2015 N.A.
9 RS

Infrastructure

Pvt.Ltd.

Group/

Associate

Company

Existing/Fresh Loan Agreements and its renewal for giving loans for ordinary business requirements of the Company subject to maximum of' 500.00 Crore per annum. January 30 2015 March 12 2015 N.A.
9 ANR

Securities

Pvt.Ltd

Group/

Associate

Company

Existing/Fresh Loan Agreements and its renewal for giving loans for ordinary business requirements of the Company subject to maximum of' 750.00 Crore per annum. January 30 2015 March 12 2015 N.A.
10 Ranchem Pvt. Ltd Group/

Associate

Company

Existing/Fresh Loan Agreements and its renewal for availing loans for ordinary business requirements of the Company subject to maximum of' 1000.00 Crore per annum. January 30 2015 March 12 2015 N.A.
11 Finserve Shared Services Ltd Group/

Associate

Company

Existing/Fresh Loan Agreements and its renewal for giving loans for ordinary business requirements of the Company subject to maximum of' 300.00 Crore per annum. January 30 2015 March 12 2015 N.A.
12 RHC Holding Private Limited Group/

Associate

Company

Investment in Commercial Papers of RHC Holding Private Limited subject to maximum of Rs. 500.00 Crore per annum. January 30 2015 March 12 2015 N.A.
13. RHC

Finance

Private

Limited

Group/Assoc

iate

Company

Investment in Commercial Papers of RHC Finance Private Limited subject to maximum of Rs. 800.00 Crore per annum. January 30 2015 March 12 2015 N.A.
14. Dion Global Solutions Limited Group/Assoc

iate

Company

Existing/Fresh Loan Agreements and its renewal for giving loans for ordinary business requirements of the Company subject to maximum of Rs. 400.00 Crore per annum. January 30 2015 March 12 2015 N.A.
15. RHC IT Solutions Private Limited Group/Assoc

iate

Company

Existing/Fresh Loan Agreements and its renewal for giving loans for ordinary business requirements of the Company subject to maximum of Rs. 100.00 Crore per annum. January 30 2015 March 12 2015 N.A.

Note: The Audit Committee and the Board of Directors at their meeting held on January302015 and shareholders of the Companyvide postal ballotthe results whereof weredeclared on March 122015 have approved the related party transaction (existing /proposed) upto the maximum amount as mentioned in the table above per annum for everyfinancial year in the nature of Investment/ Divestment/sale/purchase ofshares/Debentures/other securities and Providing or availing of advance/loans&Corporate Guarantee.

ANNEXURE - C

ANNUAL REPORT ON CORPORATE SOCIAL RESPONSIBILITY (CSR) ACTIVITIES

1. A brief overview of the Company's CSR Policy including overview of projects orprograms proposed to be undertaken and a reference to the web link to CSR Policy andprojects or programs.

The Company believes it is in responding to the needs of the people benefittingcommunities and protecting the environment that will ultimately determine thesustainability of continued progress. As a conscious corporate citizen the Companybelieves that it has a social purpose. Our CSR activities are essentially guided byproject based approach in line with the guidelines issued by the Ministry of CorporateAffairs of the Government of India. It follows best practices in identifyingimplementing sustaining and monitoring its CSR programs to maximize sustainabilityscalability and transparency. The Policy on Corporate Social Responsibility is availableon Company's Website www.oscarinvestments.org

2. The Composition of the CSR Committee.

Mr. Malvinder Mohan Singh (Chairman) Mr. Shivinder Mohan Singh (Member) Mr. AnujChowdhry (Member)^ Mr. Ravi Sikka (Member)^^

^Mr. Anuj Chowdhry resigned and ceased to be Director of the Company effective from11th May 2015 and ceased to be member of the CSR Committee from the same date.

^^Mr. Ravi Sikka has been appointed as member of the CSR Committee w.e.f. 29th May2015.

3. Average net profit of the Company for the last three financial years

Rs. 3565.99 Lacs

4. Prescribed CSR Expenditure (two per cent of the amount as in item 3 above)

Rs. 71.32 Lacs

5. Details of CSR spent during the financial year a) Total amount to be spent for thefinancial year: Rs. 71.32 Lacs b) Amount unspent if any: Rs. 71.32 Lacs c) Manner inwhich the amount spent during the financial year is detailed below:-

CSR Projects or activity identified Sector in which the project is covered Location of Projects or programs Amount outlay (Budget) project or programs Amount spent on projects or programs: (1) Direct Expenditure on Project or programs (2) Overheads: Cumulative expenditure up to the reporting period March 31 2015 Amount Spent: Direct or through implementing agency
1. Health camps awareness Health Pan India Nil Nil Nil
2. Supplementary Education Scholarship Education Uttar Pradesh Nil Nil Nil

6. The CSR Committee of the Company had meetings and discussions with NGO Partners.However CSR Committee could not identify any suitable partner to support and channelizethe activities /programs to be undertaken by the Company in line with its CSR Policy.

7. The CSR Committee confirms that the implementing and monitoring of the CSR Policyis in compliance with the CSR Objectives and Policy of the Company

For and on behalf of the Board
For Oscar Investments Limited
Sd/- Sd/-
(Japna Malvinder Singh) (Malvinder Mohan Singh)
Managing Director Director & Chairman
Place: New Delhi Corporate Social
Date : August 29 2016 Responsibility Committee

ANNEXURE - D

SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED 31ST MARCH 2016

[Pursuant to Section 204(1) of the Companies Act 2013 and Rule No. 9 of the Companies

(Appointment and Remuneration Personnel) Rules 2014]

To

The Members

OSCAR INVESTMENTS LIMITED

54 Janpath

New Delhi - 110 001

We have conducted the secretarial audit of the compliance of applicable statutoryprovisions and the adherence to good corporate practices by Oscar Investments Limited(hereinafter called the Company). Secretarial Audit was conducted in a manner thatprovided us a reasonable basis for evaluating the corporate conducts/statutory compliancesand expressing our opinion thereon.

Based on our verification of the Company 's books papers minute books forms andreturns filed and other records maintained by the Company and also the informationprovided by the Company its officers agents and authorized representatives during theconduct of secretarial audit We hereby report that in our opinion the company hasduring the audit period covering the financial year ended on 31st March 2016 compliedwith the statutory provisions listed hereunder and also that the Company has properBoard-processes and compliance- mechanism in place to the extent in the manner andsubject to the reporting made hereinafter:

We have examined the books papers minute books forms and returns filed and otherrecords maintained by Osacar Investments Limited for the financial year ended on 31stMarch 2016 according to the provisions of:

(i) The Companies Act 2013 (the Act) and the rules made thereunder;

(ii) The Securities Contracts (Regulation) Act 1956 ('SCRA') and the rules madethereunder;

(iii) The Depositories Act 1996 and the Regulations and Bye-laws framed thereunder;

(iv) Foreign Exchange Management Act 1999 and the rules and regulations madethereunder to the extent of Foreign Direct Investment Overseas Direct Investment andExternal Commercial Borrowings;- Not Applicable on the Company During the Audit Period

(v) The Regulations and Guidelines prescribed under the Securities and Exchange Boardof India Act 1992 ('SEBI Act') viz. :

(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares andTakeovers) Regulations 2011;

(b) The Securities and Exchange Board of India (Prohibition of Insider Trading)Regulations 1992;

(c) The Securities and Exchange Board of India (Issue of Capital and DisclosureRequirements) Regulations 2009;

(d) The Securities and Exchange Board of India (Employee Stock Option Scheme andEmployee Stock Purchase Scheme) Guidelines 1999;

(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities)Regulations 2008;

(f) The Securities and Exchange Board of India (Registrars to an Issue and ShareTransfer Agents) Regulations 1993 regarding the Companies Act and dealing with client;

(g) The Securities and Exchange Board of India (Delisting of Equity Shares)Regulations 2009; and

(h) The Securities and Exchange Board of India (Buyback of Securities) Regulations1998; (vi) The other applicable laws as may be applicable specifically to the Business ofthe Company and Identified by the Company are:

• Reserve bank of India Act 1934 and Rules and Regulations Made thereunder.

We have also examined compliance with the applicable clauses of the following:

(i) Secretarial Standards issued by The Institute of Company Secretaries of India. (tothe extent applicable during the period under review) (ii) The Listing Agreements enteredinto by the Company with Bombay Stock Exchange and Delhi Stock Exchange Having regard tothe Compliance System prevailing in the Company and on examination of the relevantdocuments and records in pursuance thereof on test check basis and as per therepresentations and clarifications made the Company has generally complied with theprovisions of the Act Rules Regulations Guidelines Standards etc. mentioned abovesubject to the observations mentioned below:

1. The Company does not have a Chief Financial Officer of the Company as per theprovision of Section 203 of the Companies Act 2013.

2. The Company has filed the annual report with the Labour Commissioner during theperiod under review as per the provisions of Sexual Harassment at the Workplace Act &Rules 2013 with delay.

To the best of our knowledge and understanding we are of the view that during theperiod under review the Company has Complied with the provisions of the Acts RulesRegulations Guidelines etc. as referred above so far as compliance of the CompanySecretarial Functions Board Process and Existence of Compliance Management System areconcerned.

In respect of other laws specifically applicable on the Company we have relied on theinformation/records shown to us by the Company during the course of our audit and thereporting is limited to that extent only. We further report that

• The Board of Directors of the Company is duly constituted with proper balance ofExecutive Directors Non-Executive Directors and Independent Directors. The changes in thecomposition of the Board of Directors that took place during the period under review werecarried out in compliance with the provisions of the Act.

• Adequate notice is given to all directors to schedule the Board Meetings agendaand detailed notes on agenda were sent at least seven days in advance and there existsystem for seeking and obtaining further information and clarifications on the agendaitems before the meeting and for meaningful participation at the meeting.

• As informed by the Management and on the basis of signed minutes of the of theBoard of Directors it is apparent that all the decisions are carried through unanimousconsensus and there were no dissenting members' views and hence no recording was done inthis regard as part of the minutes. We further report that as represented by the Companyand relied upon by us there are adequate systems and processes in the Company commensuratewith the size of operations of the Company to monitor and ensure compliances with theapplicable laws rules regulations and Guidelines.

(i) Passed Special resolution under Section 180(1)(a) and 180(1)(c) of the CompaniesAct2013 through postal ballot (Results Declared on 29th May 2015).

(ii) Passed Special Resolution under Section 42 and 71 of the Companies Act 2013 forauthorizing board to make offer/invitation to issue Non Convertible Debentures.

(iii) The Board of Directors of the Company has considered and approved the draftscheme of Amalgamation of M/s Healthfore Technologies Limited with Oscar InvestmentsLimited.

We further report that the compliance by the Company of applicable labour laws andfinancial laws like direct and indirect tax laws and financial accounts has not beenreviewed in this Audit since the same have been subject to review by the statutoryfinancial auditor and other designated professionals.

For Arora Shekhar and Company
(Practicing Company Secretaries)
Place: New Delhi
Date : 03.08.2016 (CS Shashi Shekhar)
Membership Number: A37987
C. P. Number : 14145

"ANNEXURE A"

To

The Members

OSCAR INVESTMENTS LIMITED

CIN: L65999DL1978PLC099476

54 Janpath New Delhi - 110 001

Our report of even date is to be read along with this letter.

1. Maintenance of secretarial record is the responsibility of the management of thecompany. Our responsibility is to express an opinion on these secretarial records based onour audit.

2. We have followed the audit practices and processes as were appropriate to obtainreasonable assurance about the correctness of the contents of the Secretarial records. Theverification was done on test basis to ensure that correct facts are reflected insecretarial records. We believe that the processes and practices we followed provide areasonable basis for our opinion.

3. We have not verified the correctness and appropriateness of financial recordstaxation compliance and Books of Accounts of the company.

4. Where ever required we have obtained the Management representation about thecompliance of laws rules and regulations and happening of events etc.

5. The compliance of the provisions of Corporate and other applicable laws rulesregulations standards is the responsibility of management. Our examination was limited tothe verification of procedures on test basis.

6. The Secretarial Audit report is neither an assurance as to the future viability ofthe company nor of the efficacy or effectiveness with which the management has conductedthe affairs of the company.

7. For the purpose of our Secretarial Audit we have assumed that all of the documentsshown and/ or submitted to us as copies are in conformity with the originals and alldocuments shown and/ or submitted to us as originals are genuine and authentic. We havealso relied upon the verbal or written statements of officers and other representatives ofthe Company. While conducting the audit reliance has been placed on the informationdocuments and undertakings shown and/ or submitted to us by the Company and ourSecretarial Audit Report is entirely based on the same.

8. We have not carried out any search at any public office including the office ofRegistrar of Companies for the purposes of our review. We have not conducted any sitevisit in relation to the properties and manufacturing facilities of the Company. Weexpress no opinion as to the title of the Company in relation to its immovable properties.

9. We have not conducted Secretarial Audit on the core financial taxation and labouraspects of the Company including liabilities rights and obligations of the Company inrelation to the applicable taxes.

10. We have assumed the authenticity of all signatures originality and completeness ofall the documents shown and/ or submitted to us to be in conformity with the originaldocuments supplied as copies. We have assumed that all relevant documents and informationhave been shown and/ or provided to us and the conclusions set out therein clarify that nofurther documents and / or information exists that may have been withheld and / or notmade available and/ or shown to us.

11. Depending upon the requirement we have applied substantive and test checkprocedures while reviewing the information supplied by the Company. This review isconfined to and is limited to the business of the Company and to the extent of theinformation furnished to us by the Company. In preparing this Report we have limited ourenquiries to matters of a legal nature and accordingly we express no opinion on any othermatters including marketing purchasing logistics manufacturing maintenanceengineering operations technical brand analysis commercial or financial information orissues and accounts of the Company relating to or otherwise.

12. Our review of regulatory licences and approvals is limited to documents which havebeen shown to us. We do not claim to be experts in the line of the specificbusiness/industry which is the subject matter of our Secretarial Audit Report.

13. We express no comment/opinion/observation as to matters governed by any law otherthan the laws of India.

Our Secretarial Audit Report is based on the laws of India as such laws stand at thedate hereof.

14. Arora Shekhar and Company its partners associates employees or staff shall notbe held responsible or held liable in the event of any loss and/or damage suffered by theaddressees of this Secretarial Audit Report or prospective investors of the Company or anythird party as a result of placing reliance on the contents of this Secretarial AuditReport and or on any written or verbal representation(s) of the Company or its officersnot in fact being correct or genuine.

For Arora Shekhar and Company
(Practicing Company Secretaries)
Place: New Delhi
Date : 03.08.2016 (CS Shashi Shekhar)
Membership Number: A37987
C. P. Number : 14145

ANNEXURE - E

Disclosure of Remuneration under Section 197 (12) of the Companies Act 2013 read withRule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014

(i) The ratio of the remuneration of each director to the median remuneration of theemployees of the Company for the financial year:

Name & Designation Ratio to Median Remuneration
Mrs. Japna Malvinder Singh 10.09

(ii) The percentage increase in remuneration of each director Chief Financial OfficerChief Executive

OfficerCompany Secretary or Manager if any in the financial year:

Name and Designation % increase in Remuneration
Mrs. Japna Malvinder SinghManaging Director 19 %
Ms.Karishma Jain (Company Secretary) N.A.

(iii) The percentage increase in the median remuneration of employees in the financialyear: 17.00%

(iv) The number of permanent employees on the rolls of company: 4

(v) Average percentile increase already made in the salaries of employees other thanthe managerial personnel in the last financial year and its comparison with the percentileincrease in the managerial remuneration and justification thereof and point out if thereare any exceptional circumstances for increase in the managerial remuneration:

Average percentage increase made in the salaries of Employees other than the managerialpersonnel in the financial year was 18.67% whereas the increase in the managerialremuneration was 19%. The increase in managerial remuneration has been given keeping inview the increased responsibilities and role in making key decisions in the affairs of theCompany. In keeping with our reward philosophy and benchmarking results the increasesthis year reflect the market practice.

(vi) Affirmation that the remuneration is as per the remuneration policy of thecompany: It is hereby affirmed that the remuneration paid is as per the remunerationpolicy of the Company.

For and on behalf of the Board
For Oscar Investments Limited
Sd/- Sd/-
(Japna Malvinder Singh) (Shivinder Mohan Singh)
Managing Director Director
Place: New Delhi DIN : 00238896 DIN : 00042910
Date : August 29 2016