To The Members
Your directors have pleasure in presenting their Twenty Fifth Annual Report on thebusiness and operations of the company together with the Audited Statement of Accounts forthe year ended 31st March 2017.
1. FINANCIAL RESULTS
(Rs. In Lacs)
|Particulars ||31.03.2017 ||31.03.2016 |
|Operating Revenue ||Nil ||Nil |
|Others ||Nil ||Nil |
|Total Income ||Nil ||Nil |
|Expenditure ||8.96 ||7.94 |
|Profit /Loss before Exceptional & Extraordinary items & Tax ||(8.96) ||(7.94) |
|Exceptional Items ||Nil ||Nil |
|Finance Charges ||Nil ||Nil |
|Depreciation ||Nil ||Nil |
|Profit /Loss before Tax ||(8.96) ||(7.94) |
|Provisions and write offs ||Nil ||Nil |
|Provision for tax (current) ||Nil ||Nil |
|Tax Expense earlier years ||Nil ||Nil |
|Fringe Benefit Tax ||Nil ||Nil |
|Deferred Tax Added back/written off ||Nil ||Nil |
|Profit / (Loss) after tax ||(8.96) ||(7.94) |
|Excess (short) provision of earlier year written off / back (net) ||Nil ||Nil |
|Balance brought forward from previous year ||(693.65) ||(685.71) |
|Loss carried to Balance Sheet ||(702.61 ) ||(693.65) |
During the year under review the Company did not carry out any operational activity.
In view of carried forward losses your Directors do not recommend any dividend on theequity share capital.
3. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
a) Industry Structure and Development:
As on date the Company does not carry out any operational activity and hence it doesnot fall under any particular industry.
b) Opportunities and Threats:
In absence of any business activity your Directors are unable to comment onopportunities and threats which otherwise your Company would have been subject to.
c) Segment-wise or Product-wise Performance:
As on date the Company does not carry out any operational activity and henceDirectors are unable to comment on Segment-wise or product-wise performance whichotherwise your Company would have been subject to.
With the change in Promoters the management of the Company have also been changed. Itis expected that with the kind of expertise and versatile knowledge at their disposal thePromoters would restructure the Company with suitable means and would recommence theoperations in the Company at the earliest.
e) Risks and Concerns:
Your Company is subject to external risks like increasing interest rates liquiditycrunch inflationary pressure plunging capital market slowdown in Indian and globaleconomy etc. Apart from external risks the recommencement of business activity in theCompany largely depends on various approvals procedures and sanctions which may getdelayed.
f) Internal Control Systems and their Adequacy:
Your company has in place an adequate system of internal controls with documentedprocedures covering all functions and operating activity to ensure all transactions areauthorized recorded and reported correctly. This ensures functional reporting optimumutilization of various resources and immediate reporting of deviations. Compliance withlaws and regulation is also ensured and confirmed and is checked.
g) Discussion on financial performance with respect to operational performance:
There is no revenue from operations.
h) Material development in Human Resources / Industrial Relations front includingnumber of people employed:
Your Company continues to have cordial and harmonious relations with its employee.Currently your Company has one employee.
A) Change in Directors and Key Managerial personnel
The following changes in Directors and Key Managerial Personnel were made during thefinancial year 2016-17.
In terms of section 152 and other applicable provisions if any of the Companies Act2013 ( the Act) Mr. Naresh Goyal (DIN: 00139277) retires by rotation at this AnnualGeneral Meeting and being eligible offers himrself for re-appointment.
Your Board recommends re-appointment of Mr. Naresh Goyal (DIN: 00139277) retiring atthe forthcoming AGM of Company in terms Section 152 of the Act who in opinion of the Boardfulfills the conditions for reappointment specified in the Act and rules made thereunder.Brief resume of Mr. Naresh Goyal are given in the Annexure A of Notice.
During the year Mr. Kamal Aggarwal appointed as Managing Director of the Companyw.e.f.13th May 2016 and Members of the Company later approved the same at thelast AGM i.e.24th AGM held on 30th September 2016.
Further Mr. Rohit Patel & Mr. Mayur Shah resigned from the post of ManagingDirector & Director respectively with effect from 20.04.2016.
Further as Mr. Surendra Tamboli having absented from all the Board Meetings of theCompany with or without leave of absence have to vacate office under Section 167(1)(b) ofthe Companies Act 2013 and has vacated office on 11th August 2016 AND Mr.Nikhil Raval has been appointed as Additional-cum-Independent director of the Companyw.e.f. 11th August 2016 and regularized as Director at the 24th AGMheld on 30th September 2016.
Due to sad demise of Mr. Suresh Prasad Roy he is not associated with the Companyw.e.f. 14.11.2016.
Pursuant to the provisions of section 203 of the Act the key managerial personnel ofthe Company is Mr. Dharmesh Vankar Company Secretary as during the year Mr. Ishwar Nayihas been resigned on 14th March 2017 and Mr. Dharmesh Vankar appointed asCompany Secretary w.e.f.15th March 2017 in place of Mr. Ishwar Nayi.
B) Declaration by Independent Director(s) and re-appointment if any
The Independent Directors have submitted their disclosures to the board that fulfillall the requirements as stipulated in Section 149(6) of the companies Act 2013 so as toqualify themselves to be appointed as Independent Directors under the provision of theCompanies Act 2013 and relevant rules.
The Board of Director declares that the Independent Directors in the opinion of theBoard are:
a) Persons of integrity and they possess relevant expertise and experience;
b) Not a promoter of the Company or its holding subsidiary or associate company;
c) Have/had no pecuniary relationship with the company its holding subsidiary orassociate company or promoter or directors of the said companies during the twoimmediately preceding financial year or during the current financial year;
d) None of their relatives have or had pecuniary relationship or transactions with thecompany its holding subsidiary or associate company or promoter or directors of the saidcompanies amounting to two percent or more of its gross turnover or total income or fiftylakh rupees whichever is lower during the two immediately preceding financial years orduring the current financial year.
e) who neither himself nor any of his relatives
(i) holds or has held the position of a key managerial personnel or is or has beenemployee of the company or its holding subsidiary or associate company in any of thethree financial years immediately preceding the financial year in which he is proposed tobe appointed; (ii) is or has been an employee or proprietor or a partner in any of thethree financial years immediately preceding the financial year in which he is proposed tobe appointed of (A) a firm of auditors or company secretaries in practice or costauditors of the company or its holding subsidiary or associate company; or (B) any legalor a consulting firm that has or had any transaction with the company its holdingsubsidiary or associate company amounting to ten per cent. or more of the gross turnoverof such firm; (iii) holds together with his relatives two per cent. or more of the totalvoting power of the company; or (iv) is a Chief Executive or director by whatever namecalled of any nonprofit organisation that receives twenty-five per cent. or more of itsreceipts from the company any of its promoters directors or its holding subsidiary orassociate company or that holds two per cent. or more of the total voting power of thecompany; or f) possess such other qualifications as prescribed in Rule 5 of the Companies(Appointment and Qualification of Directors) Rules 2014.
5. FORMAL ANNUAL EVALUATION
The Company has devised a policy for performance evaluation of Independent DirectorsBoard Committees and individual Directors which includes criteria for performanceevaluation of executive and non-executive directors. The Board has carries out an annualperformance evaluation of its own performance the Directors individually as well as theevaluation of the working of its committee. The Board of Directors has expression theirsatisfaction with the evaluation process.
6. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS
|Name of the Director ||Category of the Director ||No of Board Attended Meeting |
|Mr. Kamal Aggarwal ||Chairman & Managing Director ||5/5 |
|Mr. Naresh Goyal ||Non-Executive Director ||4/5 |
|Mr. Anirudh Sonpal ||Independent Director ||4/5 |
|Mrs. Minal Kamal Aggarwal ||Non-Executive Director ||5/5 |
|Mr. Shubharangana N Goyal ||Non-Executive Director ||4/5 |
|Mr. Nikhil Raval ||Independent Director ||2/3 |
|Mr. Suresh Prasad Roy ||Independent Director ||0/1 |
|Mr. Surendra Tamboli ||Independent Director ||0/2 |
During the year from 01.04.2016 to 31.03.2017 the Board of Directors met five times on13.05.2016 11.08.2016 14.11.2016 10.02.2017 and 14.03.2017.
7. AUDIT COMMITTEE
|Name of the Director ||Category of the Director ||Status ||No of Meeting Attended |
|Mr. Anirudh Sonpal ||Independent Director ||Chairman ||3/4 |
|Mr. Suresh Prasad Roy ||Independent Director ||Member ||0/1 |
|Mrs. Minal K. Aggarwal ||Non Executive ||Member ||4/4 |
|Mr. Nikhil Raval ||Independent Director ||Member ||2/2 |
During the year from 01.04.2016 to 31.03.2017 the Audit Committee met four times on13.05.2016 11.08.2016 14.11.2016 and 08.02.2017.
During the year The Board has accepted all recommendations of Audit Committee andaccordingly no disclosure is required to be made in respect of non acceptance of anyrecommendation of the Audit Committee by the Board.
8. SHAREHOLDERS RELATIONSHIP COMMITTEE
The Committee inter alia started overseeing and reviewing all matters connected withthe shares and looks into shareholders complaints.
Two complaints were received by the Company from the shareholders / investors duringthe financial year and which were disposed off in time. No investor complaints wereoutstanding as on 31st March 2017 and no requests for transfer of shares were pending forapproval.
|Name of the Director ||Category of the Director ||Status ||No of Meeting Attended |
|Mrs. Minal K. Aggarwal ||Non Executive ||Chairman ||4/4 |
|Mrs. Shubhrangana N. Goyal ||Non Executive ||Member ||4/4 |
|Mr. Suresh Prasad Roy ||Independent ||Member ||0/1 |
|Mr. Anirudh Sonpal ||Independent ||Member ||3/4 |
|Mr. Nikhil Raval ||Independent ||Member ||2/2 |
During the year from 01.04.2016 to 31.03.2017 the Shareholders Relationship Committeemet four times on 13.05.2016 11.08.2016 14.11.2016 and 08.02.2017.
9. NOMINATION AND REMUNERATION COMMITTEE
|Name of the Director ||Category of the Director ||Status ||No of Meeting Attended |
|Mr. Suresh Prasad Roy ||Independent Director/Non Executive ||Chairman ||0/1 |
|Mr. Anirudh Sonpal ||Independent Director/Non Executive ||Member ||1/1 |
|Mr. Surendra Tamboli ||Independent Director/Non Executive ||Member ||0/1 |
|Mrs. Shubhrangana N. Goyal ||Non Executive ||Member ||1/1 |
The Committee met once on 11.08.2016 during the year 01.04.2016 to 31.03.2017.
The policy formulated by nomination and remuneration committee:
The terms and reference of the committee inter alia include succession planning forBoard of Directors and Senior Management Employees identifying potential individuals forappointment of Directors/independent Directors based on the certain laid down criteriaidentifying potential individuals for appointment of Key Managerial personnel and othersenior management position and review the performance of the Board of Directors and SeniorManagement personnel including Key Managerial personnel based on certain criteria approvedby the Board. While reviewing the performance the committee ensures that the remunerationis reasonable and sufficient to attract retain and motivate the best managerial talentsremuneration commensurate with the performance of individual and group and also maintainsbetween both short and long term objectives of the company.
In absence of any business activity Mr. Kamal R. Aggarwal Managing Director of theCompany is not drawing any remuneration.
No remuneration is paid to the Independent Directors and Non-executive Director.
10. PUBLIC DEPOSITS
The Company has neither accepted nor renewed any Public Deposits during the year underreview. As on date the Company does not hold any fixed deposit from public.
M/s. Shah Mehta and Bakshi Chartered Accountants Vadodara as Statutory Auditors ofthe Company. In compliance with the Companies (Audit and Auditors) Rules 2014 M/s. ShahMehta & Bakshi Chartered Accountants Statutory Auditors are eligible forreappointment as Statutory Auditors. Members are requested take a note on appointment ofthem for a term of five consecutive years from this Annual General Meeting till theconclusion of 30th Annual General Meeting and to authorize the Board of Directors to fixtheir remuneration in consultation with the Auditors.
12. OBSERVATION OF AUDITORS
The Notes on financial statement referred to in the Auditors' Report are selfexplanatory and do not call for any further comments. The Auditors' Report does notcontain any qualification reservation or adverse remark.
13. SECRETARIAL AUDITOR
The Board has appointed Shri Hemant Valand Practising Company Secretary to conductSecretarial Audit for the financial year 2016 17. The Secretarial Audit Report for thefinancial year ended March 31 2017 is annexed herewith marked as Annexure I to thisReport.
14. OBSERVATION OF SECRETARIAL AUDIT REPORT
In Secretarial Audit Report for the financial year ended March 31 2017 in thatAuditors have expressed their observation. Your Directors would like to furnishtheir explanation to the said observations as under.
With regard to the observation received from Secretarial Auditor your company is inprocess for appointment of CEO.
15. INTERNAL FINANCIAL CONTROLS
The Company has in place adequate internal financial controls with reference tofinancial statements. During the year such controls were tested and no reportablematerial weakness in the design or operation was observed.
16. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO
Since the Company has stopped manufacturing and operational activity for last severalyears the statement with respect to conservation of energy technology absorption is notapplicable to the Company. The Company has neither earned nor used any foreign exchangeduring the year under review.
17. PARTICULARS OF EMPLOYEES
The Company did not have any employee who draw monthly remuneration more thanRs.850000/- and Yearly remuneration more than Rs. 12000000 as per Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014.
18. CORPORATE GOVERNANCE REPORT
The paid up share capital of Company is below Rs. 10 crore and net worth is below Rs.25 crore as per last audited balance sheet as on 31st March 2016 and therefore thecompliance with the corporate governance provisions as specified in regulations 17 1819 20 21 22 23 24 25 26 27 and clauses (b) to (i) of sub-regulation (2) ofregulation 46 and para C D and E of schedule V of Securities And Exchange Board of India(Listing Obligations And Disclosure Requirements) Regulations 2015 as notified bySecurities and Exchange Board of India vide notification No. SEBI/LAD-NRO/GN/2015-16/013dated 2nd September 2015 is not applicable to Company.
19. DIRECTORS' RESPONSIBILITY STATEMENT
In accordance with the provision of Section 134(5) of Companies Act 2013 the Boardhereby submits its responsibility statement:-
a. In the preparation of the Annual Accounts for the year ended on 31st March 2017the applicable Accounting Standards have been followed along with proper explanationrelated to material departures;
b. Accounting Policies have been consistently applied. The judgments and estimates havebeen made that are reasonable and prudent so as to give a true and fair view of the stateof affairs of the Company as on 31st March 2017 and the profit and loss of the Companyfor the accounting year ended on that date;
c. Proper and sufficient care for maintenance of adequate accounting records has beentaken in accordance with the provisions of the Act so as to safeguard the assets of theCompany and to prevent and detect fraud and other irregularities;
d. The annual accounts have been prepared on a going concern basis; and
e. The Directors had laid down internal financial control to be followed by the companyand that such internal financial control is adequate and was operating effectively.
f. The Directors had devised proper system to ensure compliance with provision of allapplicable laws and that such system were adequate and operating effectively.
20. SHARE CAPITAL
The paid up equity Share Capital as on March 31 2017 was Rs. 71047070/-. During theyear under review the company has not issued any shares or any convertible instruments.
i. BUY BACK OF SECURITIES
The Company has not bought back any of its securities during the year under review.
ii. SWEAT EQUITY
The Company has not issued any Sweat Equity Shares during the year under review.
iii. BONUS SHARES
No Bonus Shares were issued during the year under review.
iv. EMPLOYEE STOCK OPTION PLAN
The Company has not provided any Stock Option Scheme to the employees.
22. ANNUAL RETURN
The extracts of annual return pursuant to the provision of section 92(3) read with Rule12 of the Companies (Management and administration) Rules 2014 is furnished in AnnexureII and the same is attached to this report.
23. DISCLOSURE UNDER RULE-5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION) RULES 2014Disclosure required under section 197 of the Companies Act 2013 read with Rule 5 of theCompanies (Appointment and Remuneration) Rules 2014 have been annexed as Annexure III.
24. SUBSIDIARIES JOINT VENTURE AND ASSOCIATE COMPANIES
The Company does not have any Subsidiaries Joint Venture And Associate Companies.
25. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANYIF ANY DURING THE PERIOD FROM 31ST MARCH 2017 TO THE DATE OF THE REPORT
There has been no material change/ commitment affecting the financial position of theCompany during the period from the end of the financial year on 31 March 2017 to the dateof the Report.
26. PARTICULARS OF LOAN GUARANTEES AND INVESTMENTS UNDER SECTION 186 OF THE COMPANIESACT 2013.
There were no loans guarantees or investments made by the company under section 186 ofthe companies Act 2013 during the year under review and hence the furnishing aboveinformation is not applicable.
27. RISK MANAGEMENT POLICY
The Company has framed a sound Risk Management Policy to identify and evaluate businessrisk and opportunities and the same has become integral part of companys day to dayoperation.
The key business risk identify by the Company is subject to external risks likeincreasing interest rates liquidity crunch inflationary pressure plunging capitalmarket slowdown in Indian and global economy etc. Apart from external risks therecommencement of business activity in the Company largely depends on various approvalsprocedures and sanctions which may get delayed.
28. RECEIPT OF ANY COMMISSION BY MD / WTD FROM A COMPANY OR FOR RECEIPT OF COMMISSION /REMUNERATION
In absence of any business activity no commission/remuneration received by MD / WTDfrom a company.
29. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES
The provision of companies Act 2013 regarding Corporate Social Responsibility were notattracted to the company for the financial yeas 2016-17.
30. RELATED PARTY TRANSACTIONS
During the year there were no transactions with related parties falls under the scopeof section 188(1) of the Act.
The board of directors of the company has on the recommendation of the auditcommittee adopted a policy to regulate transactions between the company and relatedparties in compliance with the applicable provision of the Companies Act 2013 the rulesthereunder and the listing agreement. The policy was considered and approved by the boardhas been uploaded on the website of the company at www.overseassynthetics.com under theOther head.
31. WHISTLE BLOWER POLICY/ VIGIL MECHANISM
The Company has a vigil mechanism/whistle blower policy to deal with instance of fraudand mismanagement if any. In staying true to our values of Strength Performance andPassion and in line with our vision of being one of the most respected companies in Indiathe Company is committed to the high standards of Corporate Governance and stakeholdersresponsibility. The Vigil Mechanism policy/ whistle blower policy has been uploaded on thewebsite of the company at www.overseassynthetics.com under the Other head.
32. PREVENTION OF INSIDER TRADING
The Company has adopted a Code of Conduct for Prevention of Insider Trading pursuant tonew SEBI (Prohibition & Insider Trading) Regulation 2015 in place of SEBI (Prohibition& Insider Trading) Regulation 1992 with a view to regulate trading in securities bythe Directors and designated employees of the Company. The Code requires pre-clearance fordealing in the
Companys shares and prohibits the purchase or sale of Company shares by theDirectors and the designated employees while in possession of unpublished price sensitiveinformation in relation to the Company and during the period when the Trading Windowis closed. The Board is responsible for implementation of the Code. All Directors and thedesignated employees have confirmed compliance with the Code.
33. DETAILS OF SIGNIFICANT & MATERIAL ORDERS IMPACTING THE GOING CONCERN
STATUS/ COMPANY'S OPERATIONS IN FUTURE
No significant material orders have been passed by the regulators or courts ortribunals impacting the going concern status of the Company or Companys operationsin future.
34. POLICY RELATING TO ANTI SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013
The Company has placed a Policy to treat women employees with dignity and nodiscrimination against them plus zero tolerance toward any sexual abuse - to abide byletter and spirit requirements of the Sexual Harassment of Women at the Workplace(Prevention Prohibition and Redressal) Act 2013 and Rules there under and redressal ofcomplaints of sexual harassment at work place. All employees (permanent contractualtemporary trainees) are supposed to adhere to the conduct themselves as prescribed inthis policy. During the year under review no complaint was reported to the Board.
Your Directors acknowledges the support received from all Government AuthoritiesBusiness Associates Bankers Shareholders and other business constituents. Your Directorsalso wish to place on record their appreciation for the continued co-operation made byemployees during the
| ||By Order of the Board |
|Place: Vadodara ||For Overseas Synthetics Limited |
|Date: 14/08/2017 || |
|Regd. Office: ||Sd/- |
|Block No. 355 Manjusar Kumpad Road ||Mr. Kamal Aggarwal |
|Village: Manjusar Taluka: Savli ||Managing Director |
|District: Vadodara - 391775 || |