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Oswal Overseas Ltd.

BSE: 531065 Sector: Agri and agri inputs
NSE: N.A. ISIN Code: INE906K01019
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OPEN 5.61
CLOSE 5.35
VOLUME 1
52-Week high 5.61
52-Week low 0.00
P/E
Mkt Cap.(Rs cr) 4
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Oswal Overseas Ltd. (OSWALOVERSEAS) - Director Report

Company director report

To

The Members

OSWAL OVERSEAS LIMITED

Your Directors have pleasure in presenting their 32nd Annual Report on thebusiness and operations of the Company and the Audited Accounts of your Company for theFinancial Year ended March 312016.

1. Financial Results

(Figs in Lakhs)

Particulars 2015-16 2014-15
Sales and other Income 5682.88 1154.86
Increase/Decrease in WIP and Finished Goods 1200.48 (686.55)
Profit/Loss before Depreciation Interest and Taxes (234.04) (625.31)
Financial Charges 267.07 251.28
Depreciation 151.38 165.70
Profit before tax (652.49) (1042.29)
Profit/Loss after Tax (652.49) (1042.29)
Surplus carried to Balance Sheet/ Loss carried forward to B/S (652.49) (1042.29)
Dividend Nil Nil
2. Operational performance:
Particulars 2015-2016 2014-2015
Sugar Division
Start of crushing season 30/11/2015 24/12/2014
Close of crushing season 08/03/2016 17/02/2015
Duration (Days) 100 56
Recovery (%) 9.42 7.96
Cane crushed (Lakh Qtls) 1501219 783849
Production (Qtls)
White Sugar (Qtls) 140661 57238
BISS Sugar (Qtls) 760 5183
Molasses (Qtls) 84568 39047
Furnace Division
Production (Tonnes)- MS Ingots Nil Nil

3. Operations:

Total Income of the Company has increased from 1154.86 Lakh (14-15) to Rs. 5682.88 Lakh(15-16) at a growth rate of 392.08%. The Net Loss of the company decreased to Rs. 652.49Lakh from Rs. 1042.29 Lakh of the previous year.

4. Dividend

Due to unavailability of profit of the Company Your Board of Directors is not inposition to recommend any dividend for the current Financial Year.

5. Preference Share

The Company has allotted 6000000 fully-paid-up Non-convertible Redeemable PreferenceShares of Rs. 10 (Ten) each on Private Placement Basis during the financial year 2015-16.

6. Significant and Material orders passed by the regulators or courts or tribunals

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

7. Internal controls system and their adequacy

The Company has adequate system of internal control to safeguard and protect from lossunauthorized use or disposition of its assets. All the transactions are properlyauthorized recorded and reported to the Management. The Company is following all theapplicable Accounting Standards for properly maintaining the books of accounts andreporting financial statements. The internal auditor of the company checks and verifiesthe internal control and monitors them in accordance with policy adopted by the company.Even through this non-production period the Company continues to ensure proper andadequate systems and procedures commensurate with its size and nature of its business.

8. Management Discussion and Analysis Report:

In terms of the provisions of Regulation 34(2)(e) of the SEBI (Listing Obligation andDisclosure Requirements) Regulation 2015 the Management Discussion and Analysis Reportis set out in this Annual Report.

9. Deposits

We have not accepted any deposits and as such no amount of interest and principal wasoutstanding as at the date of Balance Sheet.

10. Particulars of Loans Guarantee or investments

Loans Guarantee and investments covered under section 186 of the Companies Act 2013form parts of the notes to the financial Statements provided in the Annual Report.

11. Auditors Statutory Auditor

At the Annual General Meeting held on 29.09.2014 M/s. Kansal Singla & AssociatesChartered Accountants Chandigarh were appointed as statutory Auditors of the Company tohold office till the conclusion of the Annual General Meeting to be held in the calendaryear 2017 in terms of the first proviso of section 139 of the Companies Act 2013subject to the ratification by members at every consequent Annual General Meeting.Therefore ratification of appointment of statutory Auditors is being sought from themembers of the company at the ensuing Annual General Meeting.

The Auditor report for the financial year 2015-16 is enclosed with the financialstatement in this annual report.

Secretarial Auditors

Pursuant to the provision of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personal) Rules 2014 the Company hasappointed D. S. Associates Company Secretaries (C. P. No. 7347) to undertake thesecretarial audit of the Company for the financial year 2015-16. The Secretarial AuditReport is annexed herewith as "Annexure - 1 ".

Internal Auditor

M/S Goel Vishal & Associates Chartered Accountants Bareilly (Uttar Pradesh)represented by Mr. Vishal Goel (Membership No. 096840) performs the duties of internalauditors of the Company for the financial year 2015-16 and their report is reviewed by theAudit Committee from time to time.

Auditors’ certificate on Corporate Governance

As required by SEBI (Listing Obligation and Disclosure Requirements) Regulation 2015the auditors certificate on Corporate Governance is annexed herewith as "Annexure -4". The Auditors certificate for the financial year 2015-16 does not contain anyqualification reservation or adverse remark.

12. Share Capital

Re-classification of Authorized Share Capital

The Company has re-classify its Authorised Share Capital through special resolutionpassed by the members in Annual General Meeting held on 28th September 2015the unissued Authorised Equity Share Capital of the Company to the extent of Rs.100000000/- (Rupees Ten Crore Only) divided into 10000000 (One Crore Only) of Rs.10/- (Rupees Ten Only) each has been reclassified as Preference Share Capital by way ofcancellation of the said Authorised Equity Share Capital and create in lieu thereof thePreference Share Capital of Rs. 100000000/- (Rupees Ten Crore Only) divided into10000000 (One Crore Only) Preference Share of Rs. 10/- (Rupees Ten Only) withoutaltering the overall and Memorandum of Association of the company amended accordingly.

13. Extract of the annual return

In accordance with Section 134(3) of the companies Act 2013 an extract of the annualreturn in Form MGT - 9 is annexed herewith as "Annexure - 2."

14. Conservation of energy technology absorption and foreign exchange earnings andoutgo

The information on conservation of energy technology absorption and foreign exchangeearnings and outgo stipulated under section 134(3)(m) of the Companies Act 2013 read withRule 8 of The Companies (Accounts) Rules 2014 is Annexed herewith as "Annexure -3."

15. Directors and Key Managerial Personnel:

A) Appointment of Director

At a board meeting held on 30th January 2016 the board had appointed Mr.Rajinder Pal Singh (DIN 07359378) as Additional Director in the category of IndependentDirector. He may be regularized subject to the approval of Shareholders in ensuing AnnualGeneral Meeting under the provision of Companies Act 2013.

B) Change in Chief Executive Officer

Mr. Surya Prakash Ojha Chief Executive Officer and Key Managerial Personal of thecompany have resigned from the company with effect from 26 August 2015.

At a Board Meeting held on 8th September 2015 the Board had appointed Mr.Kiran Pal Singh as Chief Executive Officer and Key Managerial Personal of the Company.

C) Re-appointment

As per the provision of the Companies Act 2013 Mr. Anoop Kumar Srivastava Directorretires by rotation at the ensuing Annual General Meeting and being eligible seeksre-appointment. The Board recommends his re-appointment.

16. Number of meetings of the Board of Directors

During the year 12 (Twelve) Board Meeting and 1 (one) independent director's meetingwere held. The details of which are given in Corporate Governance Report. The maximuminterval between any two meetings did not exceed 120 days as prescribed in the CompaniesAct 2013.

17. Committees of the Board of Director of the Company

Currently the Board has three committees: the Audit Committee Nomination andRemuneration Committee and Stakeholders Relationship Committee. The details with regardsto the composition and meetings held during the financial year 2015-16 are in theCorporate Governance Report.

18. Policy on Director’s appointment and Remuneration

The current policy is to have an appropriate mix of executives and independentdirectors to maintain the independence of the Board and separate its function ofgovernance and management. On March 312016 the Board consist of five members one ofwhom is executive one is non-executive and three are independent directors.

The policy of the company on director's appointment and remuneration includingcriteria for determining qualification positive attributes independence of Director andother matters as required under sub-section (3) of section 178 of the companies Act2013 is available on our website (www.oswaloverseasltd.com).there has been no change in the policy since the last financial year. We affirm that theremuneration paid to the directors as per terms lais down in the Nomination andRemuneration Policy of the company.

19. Declaration by Independent Directors

The company has received necessary declaration from each independent director undersection 149(7) of the Companies Act 2013 that he she meet the criteria of independenceas laid down in section 149(6) of the Companies Act 2013 and Regulation 25 of the SEBI(Listing Obligation and Disclosure Requirements) Regulation 2015.

20. Board Evaluation

SEBI (Listing Obligation and Disclosure Requirements) Regulation 2015 mandates thatthe Board shall monitor and review the Board evaluation framework. The framework includesthe evaluation of directors on various parameters such as:

Board Dynamics and relationships

• Information flows Decision-making Relationship with stakeholders

• Company performance and strategy

• Tracking board and committee's effectiveness Peer evaluation

The Companies Act 2013 states that a formal evaluation needs to be made by the Boardof its own performance and that of its committee and individual directors. Schedule IV ofthe Companies Act 2013 states that the performance evaluation of independent directorsshall be done by the entire Board of Directors excluding the director being evaluated.

The evaluation process has been explained in the Corporate Governance Report.

21. Familiarization Programme of Independent Directors

All new independent director inducted in to the Board attain an orientation program.The details of training and familiarization program are provided in the CorporateGovernance Report and are also available on our website (www.oswaloverseasltd.com). further at the timeof appointment of an independent director the company issue a formal letter ofappointment outlining his/ her role function duties and responsibilities. The format ofthe letter of Appointment is available on our website (www.oswaloverseasltd.com).

22. Oswal’s Code of Conduct for the prevention of Insider Trading

The Board of Directors has adopted the Insider Trading Policy in accordance with theprovision of the requirements of SEBI (Prohibition of Insider Trading) Regulation 2015.The Insider Trading Policy of the company lays down guidelines and procedures to befollowed and disclosure to be made while dealing in the shares of the company as well asconsequences of the violation.

The Insider Trading Policy of the Company covering code of Practice and procedure offair disclosure of unpublished price sensitive information and code of conduct for theprevention of insider trading is available on our website (www.oswaloverseasltd.com).

23. Listing Agreement

The Securities and Exchange Board of India (SEBI) on 2nd September 2015issued SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 with theaim to consolidate and streamline the provision of the Listing Agreement for differentsegment of capital market to ensure better enforceability. The said regulations wereeffective from December 12015. Accordingly all listed companies required to enter intothe listing agreement within six months from the effective date. The company entered intoListing Agreement with BSE Limited during February 2016.

24. Vigil Mechanism/ whistle blower policy

In order to ensure that the activities of the Company and its employees are conductedin a fair and transparent manner by adoption of highest standards of professionalismhonesty integrity and ethical behavior the company has adopted a vigil mechanism policy.This policy is explained in corporate governance report and also posted on the website ofcompany. There has been no change to the Whistle Blower Policy adopted by the companyduring the financial year 2015-16.

25. Managerial Remuneration & Particulars of employees:

A. Due to financial constraints being faced by the company no one director receivingany remuneration from the company. Further no sitting fees have been paid to any directorduring the year.

B. No increase in the remuneration of director chief financial officer chiefexecutive officer company secretary of the company in the financial year.

C. Total no. of permanent employee of the company is 60 in the financial year as on 31stMarch 2016.

D. The remuneration paid to all the Key Managerial Personal was in accordance withremuneration policy adopted by the company.

E. The particulars of employee who are covered by the provision contained in Rule 5(2)and 5(3) of the companies (Appointment and Remuneration of Managerial Personal) Rules2014 are:

i) . Employed throughout the year Nil

ii) . Employed for part of the year Nil

26. Corporate Governance

Corporate Governance refers to but not limited to a set of laws regulations and goodpractices and systems that enable an organization to perform efficiently and ethically togenerate long term wealth and create value for all its stakeholders. Corporate governancerequires everyone to raise their competency and capability levels to meet the expectationsin managing the enterprise and its resources optimally with the sound & prudentethical standard. The Company recognizes that good corporate governance is a continuousexercise.

Adherence to transparency accountability fairness and ethical standard are integralpart of the company's function. Your Company's structure business dealingsadministration and disclosure practices have aligned to good corporate governancephilosophy. Your Company has an adequate system of control in place to ensure that theexecutive decisions taken should result in optimum growth and development which benefitsall the stakeholders. The Company aims to increase and sustain its corporate value throughgrowth and innovation.

Our Corporate Governance Report for the financial year 2015-16 form parts of thisAnnual Report.

27. Directors’ Responsibility Statement

To the best of their knowledge and belief and according to the information andexplanations obtained by them your Directors make the following statements in terms ofSection 134(3)(c) of the Companies Act 2013:

a) that in the preparation of the annual financial statements for the year ended March31 2016 the applicable accounting standards have been followed along with properexplanation relating to material departures if any;

b) that such accounting policies as mentioned in Notes to the Financial Statements havebeen selected and applied consistently and judgment and estimates have been made that arereasonable and prudent so as to give a true and fair view of the state of affairs of theCompany as at March 31 2016 and of the profit of the Company for the year ended on thatdate;

c) that proper and sufficient care has been taken 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) that the annual financial statements have been prepared on a going concern basis;

e) that proper internal financial controls were in place and that the financialcontrols were adequate and were operating effectively.

f) that systems to ensure compliance with the provisions of all applicable laws were inplace and were adequate and operating effectively.

28. Related Party Transaction

There were no contracts or arrangements entered into by the company in accordance withprovisions of section 188 of the Companies Act 2013. There are no materially significantrelated party transactions made by the Company with Promoters Directors Key ManagerialPersonnel or other designated persons which may have a potential conflict with theinterest of the Company at large.

The policy on Related Party Transactions has approved by the Board of Directors of theCompany. None of the Directors has any pecuniary relationships or transactions vis-a-visthe Company.

29. Risk management policy

The Company has been addressing various risks impacting the Company and the policy ofthe Company on risk management is provided elsewhere in this Annual Report in ManagementDiscussion and Analysis.

30. Acknowledgements

The company has been very well supported from all quarters and therefore your directorswish to place on record their sincere appreciation for the support and co-operationreceived from Employees Dealers Suppliers Central and State Governments Bankers andothers associated with the Company.

Your Directors wish to thank the banks financial institutions shareholders andbusiness associates for their continued support and cooperation.

We look forward to receiving the continued patronage from all quarters to become abetter and stronger company.

For and on behalf of the Board of Directors

OSWAL OVERSEAS LIMITED

Sd/-

Paramjeet Singh

(Managing Director)

DIN:00313352

Place: New Delhi

Dated: 12/08/2016