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Oasis Securities Ltd.

BSE: 512489 Sector: Financials
NSE: N.A. ISIN Code: INE876A01015
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NSE 05:30 | 01 Jan Oasis Securities Ltd
OPEN 25.00
PREVIOUS CLOSE 25.00
VOLUME 35
52-Week high 34.30
52-Week low 23.90
P/E
Mkt Cap.(Rs cr) 5
Buy Price 25.00
Buy Qty 965.00
Sell Price 25.00
Sell Qty 1.00
OPEN 25.00
CLOSE 25.00
VOLUME 35
52-Week high 34.30
52-Week low 23.90
P/E
Mkt Cap.(Rs cr) 5
Buy Price 25.00
Buy Qty 965.00
Sell Price 25.00
Sell Qty 1.00

Oasis Securities Ltd. (OASISSEC) - Director Report

Company director report

[Pursuant to Section 134(3) of the Companies Act 2013]

To

The Members

OASIS SECURITIES LIMITED

The Directors have pleasure in presenting the thirty First Annual Report together withthe Audited Financial Statements for the year ended on March 31 2018.

FINANCIAL RESULTS

The financial results of the Company are summarized as under:

(Rs. in lakhs) (Rs. in lakhs)
Particulars Year ended 31.03.2018 Year ended 31.03.2017
Revenue from operations & other Income 11417.47 4632.95
Profit / (Loss) before Depreciation and Taxation 127.14 (6.47)
Less: Depreciation & Amortization 0.29 0.27
Profit / (Loss) before tax 126.85 (6.74)
Prior period Expense 1.64 -
Less: Provision for Taxation
i) Current Tax 28.16 -
ii) Deferred tax (0.03) (0.05)
iii) Tax for earlier years 2.38 -
Net Profit / (Loss) for the year 94.71 (6.69)

OPERATIONS/STATE OF COMPANY'S AFFAIRS

The bullish state of the economy coupled with the strong performance in the stockmarkets helped your company register excellent results not just at the Revenue level butalso at the Net Profit level. We have managed to wipe out the operational losses of thepast and the company is now on the growth path once again. Continuing reform by thegovernment will result in better stock market performance and thus good results by yourcompany even in the future.

MATERIAL CHANGES AND COMMITMENTS AFTER THE END OF THE FINANCIAL YEAR

There have been no material changes and commitments affecting the financial positionof the Company which have occurred between the end of the financial year of the Company towhich the financial statements relate and the date of the report.

DIVIDEND & TRANSFER TO RESERVES

In order to conserve resources the Directors do not recommend any dividend for theFinancial Year 2017-18. No amount of profit was transferred to Reserves.

DIRECTORS

Mr. Indra Kumar Bagri (DIN:00014384) Director of the Company retires at the ensuingAnnual General Meeting and being eligible offers himself for re-appointment.

DECLARATION FROM INDEPENDENT DIRECTORS

Mr. Vimal Damani and Ms. Smita Pachisia who are independent directors of the Companyhave submitted declarations that each of them meet the criteria of independence asprovided in sub Section (6) of Section 149 of the Act there has been no change in thecircumstances which may affect their status as an independent director during the year. Inthe opinion of the Board the independent directors possess appropriate balance of skillsexperience and knowledge as required.

NUMBER OF MEETINGS OF BOARD OF DIRECTORS & COMMITTEES THEREOF

8 (Eight) meetings of the Board of Directors were held during the year 2017-2018.

The Committees of the Board have been constituted / reconstituted in accordance withthe provisions of the Companies Act 2013. Currently the Board has the followingCommittees:

Audit Committee Nomination & Remuneration Committee Finance CommitteeStakeholder Relationship Committee and Share Transfer Committee. The details of meetingsheld during the year and the attendance of directors for these meetings forms part of theAnnual Report.

CORPORATE SOCIAL RESPONSIBILITY

Provisions of Section 135 of the Companies Act 2013 with regard to Corporate SocialResponsibility are not applicable to the company.

VIGIL MECHANISM

The Company is committed to adhere to the highest standards of ethical moral and legalconduct of business operations. To maintain these standards the Company encourages itsemployees who have concerns about suspected misconduct to come forward and express theseconcerns without fear of punishment or unfair treatment. A Vigil (Whistle Blower)Mechanism formulated by the Company provides a channel to the employees and Directors toreport to the management concerns about unethical behaviour actual or suspected fraud orviolation of the Codes of conduct or policy. The mechanism provides for adequatesafeguards against victimization of employees and Directors to avail of the mechanism andalso provide for direct access to the Managing Director / Chairman of the Audit Committeein exceptional cases.

POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION AND CRITERIA FOR INDEPENDENTDIRECTORS

The Remuneration Policy for directors and senior management and the Criteria forselection of candidates for appointment as directors independent directors seniormanagement are placed on the website of the Company weblink:http://www.oasiscaps.com/policies.php

There has been no change in the policies since the last fiscal year.

We affirm that the remuneration paid to the directors is as per the terms laid out inthe Remuneration Policy of the Company.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act 2013 the Board of Directors to thebest of their knowledge and ability confirm that:

(i) in the preparation of the annual accounts the applicable accounting standards havebeen followed and there are no material departures;

(ii) they have selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the Company at the end of the financial year and of the profitof the Company for that period;

(iii) they have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;

(iv) they have prepared the annual accounts on a going concern basis;

(v) they have laid down internal financial controls to be followed by the Company andsuch internal financial controls are adequate and operating effectively;

(vi) they have devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS

The Company has proper and adequate system of internal financial controls commensuratewith its nature and size of business and meets the following objectives:

Providing assurance regarding the effectiveness and efficiency of operations

Efficient use and safeguarding of resources

Compliance with policies procedures and applicable laws and regulations and

Transactions being accurately reported and recorded timely

The Company has budgetary control system to monitor expenditures and operations againstbudgets on an ongoing basis.

The internal auditor also regularly reviews the adequacy of internal financial controlsystem.

DETAILS OF SUBSIDIARIES/ JOINT VENTURES/ ASSOCIATES

The Company does not have any subsidiaries/ joint ventures/ associates.

EXTRACT OF ANNUAL RETURN

As provided under sub Section (3) of Section 92 of the Act the extract of annualreturn is enclosed which forms part of the Boards' Report as Annexure I.

AUDITORS & THEIR REPORT

M/s. Aalok Mehta & Co. Chartered Accountants the Auditors of the company whowould retire at the ensuing Annual General Meeting offer themselves for reappointment.They have furnished a certificate confirming that their appointment if made at theensuing Annual General Meeting will be in accordance with Section 139 read with section141 of the Companies Act 2013.You are requested to appoint Auditors and to fix theirremuneration.

The auditors' report does not contain any qualifications reservations or adverseremarks in their report.

SECRETARIAL AUDIT AND THEIR REPORT

Pursuant to the provisions of Section 204 and other applicable provisions if any ofthe Companies Act 2013 M/s. Shalini Hegde & Associates Practicing CompanySecretaries were appointed as the Secretarial Auditor for auditing the secretarial recordsof the Company for the financial year 2017-18 and their Report is attached hereto asAnnexure II.

The Report of the Secretarial Auditor does not contain any observations or adverseremarks.

DISCLOSURE

The company has devised proper systems to ensure compliance with the provisions of allapplicable secretarial standards issued by the Institute of Company Secretaries of Indiaand that such systems are adequate and operating effectively.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO

In view of nature of business of the Company particulars regarding conservation ofenergy and technology absorption are not given. However the Company has taken variousmeasures to conserve energy at all levels.

There was no foreign exchange earnings and outgo during the year under report.

PARTICULARS OF EMPLOYEES

Pursuant to Section 197 of the Act read with rule 5(1) of the Companies (Appointmentand Remuneration of Managerial Personnel) Rules 2014 the particulars of employees areannexed as Annexure III.

DEPOSITS FROM PUBLIC

The Company has not accepted any deposits from public during the year.

SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORY/ JUDICIAL AUTHORITY

No significant or material orders were passed by any regulator or court that wouldimpact the going concern status of the Company and its future operations.

PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS

The Company has not given any loans or guarantees or made investments pursuant to theprovisions of the Section 186 of the Companies Act 2013.

RISK MANAGEMENT POLICY

The Board of Directors of the Company has framed a risk management policy and isresponsible for reviewing the risk management plan and ensuring its effectiveness. theaudit committee has additional oversight in the area of financial risks and controls.Major risks identified by the businesses and functions are systematically addressedthrough mitigating actions on a continuing basis.

RELATED PARTY TRANSACTIONS

Particulars of transactions with related parties pursuant to Section 134(3)(h) of theAct read with rule 8(2) of the Companies (Accounts) Rules 2014 are given in Form AOC-2and the same forms part of this report as Annexure IV.

EVALUATION OF BOARD ITS COMMITTEES AND INDIVIDUAL DIRECTORS

An annual evaluation of the Board's own performance Board committees and individualdirectors was carried out pursuant to the provisions of the Act in the following manner:

Sr. No. Performance evaluation of performed by Performance evaluation Criteria
1. Each Individual directors Nomination and Remuneration Committee Attendance Contribution to the Board and committee meetings like preparedness on the issues to be discussed meaningful and constructive contribution and guidance provided key performance aspects in case of executive directors etc.
2. Independent directors Entire Board of Directors excluding the director who is being evaluated Attendance Contribution to the Board and committee meetings like preparedness on the issues to be discussed meaningful and constructive contribution and guidance provided etc.
3. Board and its committees All directors Board composition and structure; effectiveness of Board processes information and functioning fulfilment of key responsibilities performance of specific duties and obligations timely flow of information etc. the assessment of committees based on the terms of reference of the committees and effectiveness of the meetings.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT2013

The company has in place the Anti-Sexual Harassment Policy in line with therequirements of the Sexual Harassment of women at Workplace (Prevention Prohibition andRedressal) Act 2013 and rules made thereunder. All employees (permanent contractualtemporary trainees) are covered under this policy.

The Company has not received any complaint of sexual harassment during the financialyear 2017-2018.

LISTING FEES

The Company has paid the listing fees to BSE Limited for the year 2018-2019.

INSIDER TRADING REGULATIONS AND CODE OF DISCLOSURE

The Code of Practices and Procedures for Fair Disclosure of Unpublished Price SensitiveInformation and Code of Internal Procedures and Conduct for Regulating Monitoring andReporting of Trading by Insiders in accordance with the requirements of the SEBI(Prohibition of Insider Trading) Regulation 2015 is available on ourwebsite:www.oasiscaps.com/policies.php

MANAGEMENT'S DISCUSSION AND ANALYSIS

In terms of the provisions of Regulation 34 of the Securities and Exchange Board ofIndia (Listing Obligations and Disclosure Requirements) Regulations 2015 theManagement's discussion and analysis is set out in this Annual Report as Annexed inAnnexure V.

CORPORATE GOVERNANCE REPORT

As per SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015Corporate Governance is not mandatory to the Company.

APPRECIATION

The Board of Directors is thankful to its Bankers and Institutions for the support andfinancial assistance from time to time.

Your Directors are pleased to place on record their sincere appreciation to all theemployees of the Company whose untiring efforts have made achieving its goal possible.Your Directors wish to thank the Central and State Governments customers suppliersbusiness associates shareholders for their continued support and for the faith reposed inyour Company.

For and on behalf of the Board
sd/-
Indra Kumar Bagri
Place: Mumbai Chairman
Date: May 30 2018 DIN: 00014384

ANNEXURE III

Information pursuant to Section 197(12) of the Companies Act 2013

[Read with Rule 5(1) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014]

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

I. None of the Non-executive Directors were paid any remuneration during the yearexcept sitting fees.

Executive Directors Ratio to median remuneration
N.A.

(ii) the percentage increase in remuneration of each director chief executive officerchief financial officer company secretary in the financial year:

Directors Chief Executive Officer Chief Financial Officer and Company Secretary % increase/decrease in remuneration in the financial year
Managing Director N.A.
Chief Financial Officer 16.28
Company Secretary 0.00%

(iii) the percentage increase in the median remuneration of employees in the financialyear: 5.66%

(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: During theyear there has been no exceptional increase in managerial remuneration.

(vi) Afirmation that the remuneration is as per the remuneration policy of the Company:the Company afirms remuneration is as per the remuneration policy of the Company.

(vii) During the year there were no employees who were in receipt of remuneration inthe aggregate of rupees One crore two lakhs for the year or rupees Eight lakhs __ythousand per month if employed for part of the year.

Information as per Rule 5(2) of the (Companies Appointment and Remuneration ofManagerial Persons) 2014 and forming part of the Directors' Report for the year ended 31stMarch 2018

A. Top Ten employees in terms of remuneration drawn during the year including thoseemployed throughout the year and in receipt of remuneration Aggregating not less thanRs.10200000/- for the year ended 31st March 2018 – Not Applicable

B. Employed for part of the year and in receipt of remuneration aggregating not lessthan Rs.850000/- per month: NIL

For and on behalf of the Board
sd/-
Indra Kumar Bagri
Place: Mumbai Chairman
Date: May 30 2018 DIN: 00014384

ANNEXURE IV

FORM 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 arms length transactions under third proviso thereto

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

The details of transactions approved by the Board of Directors and transacted duringthe year are given hereunder:

Name(s) of the related party and nature of relationship Nature of contracts / arrangements / transactions- Duration of contracts / arrangements/ transactions Justification for entering into such a contracts or arrangements or transactions Salient terms of contracts or arrangements or transactions including the value if any Date(s) of approval by the Board Amount paid as advances if any: Date on which the special resolution was passed in general meeting as required under first proviso to section 188
Library of Nuts Purchase of Mukhwas N.A. At market rate Rs. 32500/- 14.08.2017 NIL N.A.

Details of material contracts or arrangement or transactions at Arms Length Basis- Nilmaterial transactions or contracts were entered during the year by your company.

For and on behalf of the Board
sd/-
Indra Kumar Bagri
Place: Mumbai Chairman
Date: May 30 2018 DIN: 00014384

DISCLOSURE OF DETAILS OF MEETINGS OF BOARD OF DIRECTORS AND COMMITTEE MEETINGS HELD ANDATTENDED BY DIRECTORS AS REQUIRED UNDER SECRETARIAL STANDARDSBOARD MEETING

Eight (8) Board Meetings: 07.04.2017 09.05.2017 30.05.2017 14.08.2017 22.09.201713.11.201715.01.2018 and 09.02.2018

NAME OF DIRECTORS NO. OF MEETINGS ATTENDED
Mr. Indra Kumar Bagri 8
Mr. Anil Kumar Bagri 8
Mr. Vimal Damani 7
Ms. Smita Pachisia 4

AUDIT COMMITTEE MEETING

Four (4) Audit Committee Meetings: 30.05.2017 14.08.2017 13.11.2017 and 09.02.2018

NAME OF DIRECTORS NO. OF MEETINGS ATTENDED
Mr. Anil Kumar Bagri 4
Ms. Smita Pachisia 3
Mr. Vimal Damani 3

NOMINATION AND REMUNERATION COMMITTEE MEETING

One (1) Nomination and Remuneration Committee Meeting: 09.05.2017

NAME OF DIRECTORS NO. OF MEETINGS ATTENDED
Mr. Anil Kumar Bagri 1
Ms. Smita Pachisia 0
Mr. Vimal Damani 1

STAKEHOLDERS RELATIONSHIP COMMITTEE

One (1) Stakeholders Relationship Committee: 30.03.2018

NAME OF DIRECTORS NO. OF MEETINGS ATTENDED
Mr. Indra Kumar Bagri 1
Mr. Anil Bagri 1
Mr. Vimal Damani 1

SHARE TRANSFER COMMITTEE: NIL

FINANCE COMMITTEE MEETING - NIL