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Oasis Nutraceuticals Ltd.

BSE: 504345 Sector: Financials
NSE: N.A. ISIN Code: INE368N01024
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Oasis Nutraceuticals Ltd. (OASISNUTRA) - Director Report

Company director report

DIRECTORS' REPORT

Dear Members

Your Directors take pleasure in presenting the 36th Annual Report and theaudited financial statements of the Company for the year ended 31st March 2017.

1) Financial Performance: The financial performance of the Company for thefinancial year ended 31st March 2017 is summarized below:

(Rs. in Lakh)

Particulars 2016-17 2015-16
Revenue and other Income 630.43 65.18
Profit before Depreciation and Tax 11.81 49.33
Depreciation 0.01 0.01
Profit / (Loss) Before Tax 11.80 49.32
Provision for Tax 3.64 (11.97)
Provision for Deferred Tax 0.00 0.00
Profit/(Loss) After Tax for the year 8.16 37.35

2) State Of Company's Affairs: Your Company's revenue for the financial year2016-17 is Rs.630.43 Lakh as compare to Rs.65.18 Lakh for the financial year 2015-16.Further your Company's Profit after tax for the financial year 2016-17 is Rs.8.16 Lakh asagainst Net Profit after Tax of Rs.37.35 Lakh in the financial year 2015-16.

3) Change in Nature of Business: There has been no change in the Company'sBusiness.

4) Dividend: In order to conserve the reserves to meet the needs ofincreased operation and for the growth of the Company the Board of Directors has decidednot to declare dividend for the financial year.

5) Amount Transferred To Reserves: During the financial year the Company hasnot transferred any amount to the reserves maintained by the Company.

6) Share Capital: The paid up Equity Share Capital as at 31stMarch 2017 is Rs.102000000 divided into 102000000 of Re.1/-. During the year theCompany has not issued shares with differential voting rights Sweat Equity Shares orEquity Shares under Employee Stock option Scheme. As on 31st March 2017 noneof the Directors of the Company hold instruments convertible into equity shares of theCompany.

BSE Ltd vide its Notice No. 20150227-27 dated 27th February 2015 hadsuspended the trading in Equity Share of your Company for surveillance measure and yourCompany has been in constant liaison with the Surveillance dept. of the BSE Ltd. to revivethe trading in shares of the Company and replies are being submitted to the stock exchangein this behalf.

7) Extract of The Annual Report: Pursuant to Section 92(3) of the CompaniesAct 2013 read with Rule 12(1) of the Companies (Management and Administration) Rules2014 the extract of the Annual report in form MGT – 9 as required attached as Annexure– A to this report.

8) Number of Meeting of The Board: The Board of Director of the Company metat a regular interval during the year to discuss on the past current and prospectivebusiness of the Company. The Board Met 4 (Four) Times during the financial year 2016 - 17on the following dates:

Sr. No. Date of Meeting
1. 30th May 2016
2. 13th August 2016
3. 14th November 2016
4. 14th February 2017

9) Material Changes Affecting the Financial Position: In terms of Section 134(3)(l)of the Companies Act 2013 there have been no material change and commitment if anyaffecting the financial position of the Company which have occurred between the end of thefinancial year of the Company to which the financial statements relates and the date ofthe report.

10) Details of Subsidiary / Associate Companies and Joint Ventures: The Companydoes not have any subsidiary / associate Company or joint venture as on year end 31stMarch 2017.

11) Details of Deposits: The Company has not accepted or renewed any amount fallingwithin the purview of provisions of Section 73 to 76 of the Companies Act 2013 ("theAct") read with the Companies (Acceptance of Deposit) Rules 2014 during the yearunder review. Hence the details relating to deposits as also requirement for furnishingof details of deposits which are not in compliance with Chapter V of the Act is notapplicable.

12) Particulars Of Loans Guarantees Or Investments By Company: Details of LoansGuarantees and Investments covered under the provisions of the Section 186 of theCompanies Act 2013 are provided in notes to financial Statements.

13) Related Party Contracts or Arrangements: There are no contracts or arrangementsmade by related party during the year under review as provided in the provisions ofSection 188 (1) of the Companies Act 2013 excepting as disclosed in the notes tofinancial statements.

14) Directors And Key Managerial Personnel: The Board of Directors of the Companycomprises of (4) Four Directors consisting of (2) two Non – Executive IndependentDirectors as on 31st March 2017.

Pursuant to Section 149(7) of the Act the Company has received declaration ofIndependence from all the Independent Directors as stipulated under section 149(6) andRegulation 16(1)(b) of the SEBI (Listing Obligation and Disclosure Requirements)Regulations 2015 ("Listing Regulations").

Mr. Yogesh Gupta the Managing Director of the Company has resigned from the Boardw.e.f. 20th January 2017 and your Company places on record its appreciationfor the valuable services and guidance rendered by him during his tenure.

In accordance with the provisions of Section 152 of the companies Act 2013 and theCompany's Articles of Association Mr. Nitin Velhal Director retires by rotation at theforth coming annual general meeting and being eligible offer himself for re-appointment.

Further the familiarization program for Independent Directors is also available on thewebsite of the Company viz. www.oasisnutra.com.

Further the Company is making effort to appoint other Key Managerial Personnel asrequired under the Act.

15) Directors' Responsibility Statement: With respect to Directors ResponsibilityStatement pursuant to Section 134 (5) of the Companies Act 2013 it is hereby confirmedthat;

a) in the preparation of the annual accounts the applicable accounting standardshave been followed along with proper explanation relating to material departures;

b) accounting policies have been selected and applied consistently and judgmentsand estimates have made that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the Company as at the end of the financial year and of theprofit of the Company for the year ended 31st March 2017;

c) 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) the annual accounts have been prepared on a ‘going concern' basis;

e) the internal financial controls have been laid down to be followed by theCompany and such internal financial control are adequate and were operating effectively;

f) proper system has been devised to ensure compliance with the provisions of allapplicable laws and such systems were adequate and operating effectively;

16) Disclosure as per Section 134(3)(m) of The Companies Act 2013 for ConversationEnergy Technology Absorption and Foreign Exchange Earning and Outgo: Considering thenature of Business of the Company there are no particulars which are required to furnishin this report pertaining to conversation of energy technology absorption and ForeignExchange Earning and Outgo.

17) Audit Committee: The Audit Committee of Directors was reconstituted pursuant tothe provisions of Section 177 of the Companies Act 2013. The composition of the AuditCommittee is in conformity with the provisions of the said section and Regulation 18 ofthe Listing Regulation. The Composition and the functions of the Audit Committee of theBoard of Directors of the Company are disclosed in the Report on Corporate Governancewhich is forming a part of this report.

18) Corporate Social Responsibility: Your Company's net worth or turnover or netprofit is below the threshold as specified under Section 135 of the Companies Act 2013for constituting a Corporate Social Responsibility Committee and as such the Company isnot required to comply with these provision hence the Board is not required to provide anyreport or comments about the same.

19) Nomination and Remuneration Committee Policy: The Nomination and RemunerationCommittee (NRC) of the Directors was reconstituted by the Board of Directors of theCompany in accordance with the requirements of Section 178 of the Companies Act 2013 andRegulation 18 of the Listing Regulation. The Board of Directors has framed a policy whichlays down a framework in relation to remuneration of Directors Key Managerial Personneland Senior Management of the Company. This policy also lays down criteria for selectionand appointment of Board Members. The Nomination and Remuneration Policy of the Company isattached herewith as Annexure - B.

20) Vigil Mechanism and Whistle Blower Policy: The Board has pursuant to theprovisions of Section 177(9) of the Companies Act 2013 read with Rule 7 of the Companies(Meetings of Board and its Powers) Rules 2014 and Regulation 22(1) of the ListingRegulation framed whistle

blower policy to report genuine concerns or grievances relating to reportable matterssuch as breach of code of conduct fraud employee misconduct misappropriation of fundshealth and safety matters etc.

The mechanism provides for adequate safeguards against victimization of Whistle Blowerwho avail of such mechanism and provides for direct access to the chairman of the AuditCommittee. The functioning of the Whistle Blower policy is being reviewed by the AuditCommittee from time to time. None of the Whistle Blower has been denied access to theAudit Committee of the Board. The whistle blower policy has been posted on the website ofthe Company (www.oasisnutra.com).

21) Risk Management: The Board has approved Risk Management policy which acts asan overarching statement of intent and establishes the guiding principles by which keyrisks are managed across the organization. The Board is overall responsible foridentifying evaluating and managing all significant risks faced by the Company.

22) Performance Evaluation of Board Committees & Individual Directors: Pursuantto the provisions of the Companies Act 2013 and the provisions of the Listing Regulationa structured questionnaire was prepared after taking into consideration of the variousaspects of the Board's functioning Composition of the Board and its Committees cultureexecution and performance of specific duties obligations and governance. Theperformance evaluation of the Independent Directors was completed. The performanceevaluation of the Non – Independent Director was carried out by the IndependentDirectors. The Board of Directors expressed their satisfaction with the evaluationprocess.

23) Secretarial Audit: Pursuant to the provisions of Section 204 of the CompaniesAct 2013 and rules made there under the Company has Appointed Jain Rahul and Associatesa firm of practicing Company Secretary (C.P. No.15504) to undertake the Secretarial Auditof the Company The Secretarial Audit Report is included as Annexure – C andforms an integral part of this report.

The Following are the observation in the Secretarial Audit Report and comments of themanagement for the same as mentioned below: a) In terms of the provisions of Section203 of the Companies Act 2013 the Company is required to have Whole Time Key ManagerialPersonnel (KMP) as specified in clause (i) (ii) & (iii) of the sub-section (1) of thesaid section however the Company yet to appoint the KMP under (ii) and (iii) ofsub-section (1) of Section 203 of the Act and the time allowed to comply with the saidrequirements is already elapse.

The Board of Directors are making efforts to appoint the Whole Time KMP namely ChiefFinancial Officer and Company Secretary presently these functions are being done under thesupervisions of the Board. b) In terms of clause 38 of the Listing Agreement entered bythe Company with BSE Limited ("Stock Exchange") and Regulation 14 of the ListingRegulation the Company is required to pay Listing Fees on or before 30th Aprilin each year. However the Listing Fees for the financial year 2015 - 16 and 2016-17 hasnot yet been paid by the Company as also the application for change of name with StockExchange is yet to be processed.

In view of suspension of trading in the Equity Shares of the Company which isunjustifiable and Company taken up the issue and therefore the said payment has not beenmade and accordingly the name change application is also pending. However the Companywill pay the same in future.

24) Statutory Auditors: At the 34th Annual General Meeting held on 30thSeptember 2015 the members had approved the Appointment of M/s. Singhvi and SanchetiChartered Accountants

(Firm Registration No. 110286W) as Statutory Auditors of the Company to hold officeuntil the conclusion of Consecutive Sixth Annual General Meeting (subject to ratificationof the appointment by the members at every AGM). The Company has received confirmationfrom M/s. Singhvi and Sancheti Chartered Accountants to the effect that they fulfill theeligibility criteria prescribed under section 139 and 141 of the Companies Act 2013.

The Board of Directors recommends ratification of M/s. Singhvi and Sancheti as theStatutory Auditors of the Company at the ensuing Annual General Meeting.

With respect to the comments given in the Auditor's report your Board of Directorsinform you that the delay in payment of taxes was on account of changes in Key ManagerialPersonnel and the Board is confident to pay the same in due course.

25) Report on Corporate Governance and Management Discussion and Analysis: In termsof Regulation 34 Listing Regulations 2015 read with Para C of Schedule V a separatereport on the Corporate Governance practices followed by the Company together with acertificate from the Company's Statutory Auditors confirming compliance with conditions ofCorporate Governance forms an integral part of this report as Annexure – D.

Further the Management's Discussion and Analysis Report for the year under review asstipulated under Para B Schedule 5 with the Stock Exchanges is given in Annexure - Eto this report.

26) Particulars of Employees: The details required to be disclosed in terms of theprovisions of Section 197(12) of the Companies Act 2013 read with the Rule 5(2) of theCompanies (Appointment and Remuneration) Rules 2014 regarding the remuneration etc formspart of this report as Annexure - F.

27) Information Required Under Sexual Harassment of Women at Workplace (PreventionProhibition & Redressal) Act 2013: Presently the compliance with respect to theSexual Harassment of Women at the workplace (Prevention Prohibition & Redressal) Act2013 is not applicable to the Company as there is no woman employee employed in theCompany. 28) Acknowledgments: The Board of Directors would like to express theirappreciation for the cooperation and assistance received from the Government authoritiesthe financial institutions banks vendors customers and Shareholders during the yearunder review. The Board of Directors also wishes to place on record their deep sense ofappreciation for the committed services by all the employees of the Company.

For and on behalf of the Board
Sd/- Sd/-
Rajkishore Maniyar Nitin Vehlal
Place: Mumbai Managing Director Director
Date: 30th May 2017 DIN: 01687800 DIN : 00820859