Your Directors take pleasure in presenting the 37th Annual Report and theaudited financial statements of the Company for the year ended 31st March 2018.
1) Financial Performance: The financial performance of the Company for thefinancial year ended 31st March 2018 is summarized below:
| || ||(Rs. in Lakh) |
|Particulars ||2017-18 ||2016-17 |
|Revenue and other Income ||518.45 ||630.43 |
|Profit before Depreciation and Tax ||9.99 ||11.81 |
|Depreciation ||- ||0.01 |
|Profit/(Loss) Before Tax ||9.99 ||11.80 |
|Provision for Tax ||2.57 ||3.64 |
|Provision for Deferred Tax ||0.00 ||0.00 |
|Profit/(Loss) After Tax for the year ||7.42 ||8.16 |
2) State Of Company's Affairs:
Your Company's revenue for the financial year 2017-18 is Rs.518.45 Lakh as compare toRs.630.43 Lakh for the financial year 2016-17. Further your Company's Profit after tax forthe financial year 2017-18 is Rs.7.42 Lakh as against Net Profit after Tax of Rs.8.16 Lakhin the financial year 2016-17.
3) Change in Nature of Business:
There has been no change in the Company's Business.
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 has not transferred any amount to the reservesmaintained by the Company.
6) Share Capital:
The paid up Equity Share Capital as at 31st March 2018 is Rs.102000000divided into 102000000 of Re.1/-. During the year the Company has not issued shareswith differential voting rights Sweat Equity Shares or Equity Shares under Employee Stockoption Scheme. As on 31st March 2018 none of the Directors of the Companyhold instruments convertible into equity shares of the Company.
7) Extract of The Annual Report:
Pursuant to Section 92(3) of the Companies Act 2013 read with Rule 12(1) of theCompanies (Management and Administration) Rules 2014 the extract of the Annual report inform 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 met at a regular interval during the year todiscuss on the past current and prospective business of the Company. The Board Met 4(Four) Times during the financial year 2017-18 on the following dates:
Sr. No. Date of Meeting
1. 30th May 2017
2. 21st August 2017
3. 14th December 2017
4. 14th February 2018
9) Material Changes Affecting the Financial Position:
In terms of Section 134(3)(l) of the Companies Act 2013 there have been no materialchange and commitment if any affecting the financial position of the Company which haveoccurred between the end of the financial year of the Company to which the financialstatements relates and the date of the report.
10) Details of Subsidiary/Associate Companies and Joint Ventures:
The Company does not have any subsidiary/associate Company or joint venture as on yearend 31st March 2018.
11) Details of Deposits:
The Company has not accepted or renewed any amount falling within the purview ofprovisions of Section 73 to 76 of the Companies Act 2013 ("the Act") read withthe Companies (Acceptance of Deposit) Rules 2014 during the year under review. Hence thedetails relating to deposits as also requirement for furnishing of details of depositswhich are not in compliance with Chapter V of the Act is not applicable.
12) Particulars Of Loans Guarantees Or Investments By Company:
Details of Loans Guarantees and Investments covered under the provisions of theSection 186 of the Companies Act 2013 are provided in notes to financial Statements.
13) Related Party Contracts or Arrangements:
There are no contracts or arrangements made by related party during the year underreview as provided in the provisions of Section 188 (1) of the Companies Act 2013excepting as disclosed in the notes to financial statements.
14) Directors And Key Managerial Personnel:
The Board of Directors of the Company comprises of (3) Three Directors consisting of(1) One Non Executive Independent Directors as on 31st March 2018.
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. Devanshu Desai IndependentDirector of the Company has resigned from the Board w.e.f. 14th February 2018and your Company places on record its appreciation for the valuable services and guidancerendered 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. Rajkishore Maniyar Director retires by rotation atthe forth coming annual general meeting and being eligible offer himself forre-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 Responsibility Statement pursuant to Section 134 (5) of theCompanies Act 2013 it is hereby confirmed that;
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 2018;
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 the nature of Business of the Company there are no particulars which arerequired to furnish in this report pertaining to conversation of energy technologyabsorption and Foreign Exchange Earning and Outgo.
17) Audit Committee:
The Audit Committee of Directors was reconstituted pursuant to the provisions ofSection 177 of the Companies Act 2013. Consequent to resignation of Mr. Devanshu DesaiIndependent Director w.e.f. 14.02.2018 the composition of the Audit Committee is not inconformity with the provisions of the said section and Regulation 18 of the ListingRegulation. The Composition and the functions of the Audit Committee of the Board ofDirectors of the Company are disclosed in the Report on Corporate Governance which isforming a part of this report.
18) Corporate Social Responsibility:
Your Company's net worth or turnover or net profit is below the threshold as specifiedunder Section 135 of the Companies Act 2013 for constituting a Corporate SocialResponsibility Committee and as such the Company is not required to comply with theseprovision hence the Board is not required to provide any report or comments about thesame.
19) Nomination and Remuneration Committee:
The Nomination and Remuneration Committee (NRC) of the Directors was reconstituted bythe Board of Directors of the Company in accordance with the requirements of Section 178of the Companies Act 2013 and Regulation 18 of the Listing Regulation However consequentto resignation of Mr. Devanshu Desai Independent Director w.e.f. 14.02.2018 thecomposition is not in accordance with the provisions. The Board of Directors has framed apolicy which lays down a framework in relation to remuneration of Directors KeyManagerial Personnel and Senior Management of the Company. This policy also lays downcriteria for selection and appointment of Board Members. The Nomination and RemunerationPolicy of the Company is attached herewith as Annexure-B.
20) Vigil Mechanism and Whistle Blower Policy:
The Board has pursuant to the provisions of Section 177(9) of the Companies Act 2013read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules 2014 andRegulation 22(1) of the Listing Regulation framed whistle blower policy to report genuineconcerns or grievances relating to reportable matters such as breach of code of conductfraud employee misconduct misappropriation of funds health 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 Audit Committeefrom time to time. None of the Whistle Blower has been denied access to the AuditCommittee of the Board. The whistle blower policy has been posted on the website of theCompany (www.oasisnutra.com).
21) Risk Management:
The Board has approved Risk Management policy which acts as an overarching statementof intent and establishes the guiding principles by which key risks are managed across theorganization. The Board is overall responsible for identifying evaluating and managingall significant risks faced by the Company.
22) Performance Evaluation of Board Committees & Individual Directors:
Pursuant to the provisions of the Companies Act 2013 and the provisions of the ListingRegulation a structured questionnaire was prepared after taking into consideration of thevarious aspects of the Board's functioning Composition of the Board and its Committeesculture execution and performance of specific duties obligations and governance.
The performance 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 Companies Act 2013 and rules madethere under the Company has Appointed Jain Rahul and Associates a firm of practicingCompany Secretary (C.P. No.15504) to undertake the Secretarial Audit of the Company TheSecretarial Audit Report is included as Annexure C and forms an integralpart of this report. The Following are the observation in the Secretarial AuditReport and comments of the management for the same as mentioned below: a) In terms of theprovisions of Section 203 of the Companies Act 2013 the Company is required to have WholeTime Key Managerial Personnel (KMP) as specified in clause (i) (ii) & (iii) of thesub-section (1) of the said section however the Company yet to appoint the KMP under (ii)and (iii) of sub-section (1) of Section 203 of the Act i.e. Chief Financial Officer andCompany Secretary and the time allowed to comply with the said requirements is alreadyelapse.
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 Managing Director. b) In terms of clause 38 of the Listing Agreemententered by the Company with BSE Limited ("Stock Exchange") and Regulation 14 ofthe Listing Regulation the Company is required to pay Listing Fees on or before 30thApril in each year. However the Listing Fees for the financial year 2015-16 2016-172017-18 and 2018-19 has not yet been paid by the Company as also the application forchange of name with Stock Exchange is yet to be processed.
c) The Company is not in compliance with the notice No. 20151218-28 and 20160115-8 ofBSE Limited issued in respect of Suspension of companies as a Surveillance measure andconsequently the trading in Equity Shares remains under Suspension.
Your Board wish to inform you that substantial documents were submitted to the BSELimited and certain are yet to be submitted in connection with suspension of trading inthe Equity Shares of the Company which will be done in the due course. As regardsnon-payment of listing fees efforts are being made to pay the same in future and otherobservations are self-explanatory.
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 Companyto hold office until the conclusion of Consecutive Sixth Annual General Meeting (subjectto ratification of the appointment by the members at every AGM). The Company has receivedconfirmation from M/s. Singhvi and Sancheti Chartered Accountants to the effect that theyfulfill the eligibility criteria prescribed under section 139 and 141 of the CompaniesAct 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
27) DISCLOSURE: the Company is in generally compliance with applicable provisionsof Secretarial Standards i.e. SS-1 and SS-2.
28) Information Required Under Sexual Harassment of Women at Workplace (PreventionProhibition & Redressal) Act 2013:
Your Company is in compliance with respect to the Sexual Harassment of Women at theworkplace (Prevention Prohibition & Redressal) Act 2013.
The Board of Directors would like to express their appreciation for the cooperation andassistance received from the Government authorities the financial institutions banksvendors customers and Shareholders during the year under review. The Board of Directorsalso wishes to place on record their deep sense of appreciation for the committed servicesby all the employees of the Company.
| ||For and on behalf of the Board of Directors |
| ||Sd/- ||Sd/- |
| ||Rajkishore Maniyar ||Nitin Vehlal |
|Place : Mumbai ||Managing Director ||Director |
|Date : 30.05.2018 ||DIN: 01687800 ||DIN : 00820859 |