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Oasis Securities Ltd.

BSE: 512489 Sector: Financials
NSE: N.A. ISIN Code: INE876A01015
BSE 00:00 | 20 May 72.00 3.00
(4.35%)
OPEN

69.00

HIGH

72.10

LOW

67.00

NSE 05:30 | 01 Jan Oasis Securities Ltd
OPEN 69.00
PREVIOUS CLOSE 69.00
VOLUME 147
52-Week high 145.05
52-Week low 14.40
P/E 5.76
Mkt Cap.(Rs cr) 13
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 69.00
CLOSE 69.00
VOLUME 147
52-Week high 145.05
52-Week low 14.40
P/E 5.76
Mkt Cap.(Rs cr) 13
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Oasis Securities Ltd. (OASISSECURITIES) - Director Report

Company director report

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

To

The Members

OASIS SECURITIES LIMITED

The Directors present herewith their 33rd Annual Report together with theAudited Financial Statements for the year ended on March 31 2020.

FINANCIAL RESULTS

The financial results of the Company are summarized as under:

Rs. in lakhs) ( Rs. in lakhs)
Particulars Year ended31.03.2020 Year ended31.03.2019
Revenue from operations & other Income 130.35 165.31
Profit / (Loss) before Depreciation and Taxation (151.13) (26.89)
Less: Depreciation & Amortization 3.13 2.39
Profit / (Loss) before Exceptional items & Tax ( 1 54.26) (29.28)
Exceptional Items 1.15 -
Profit / Loss before Tax (165.78) -
i) Tax Expenses: Current Tax 0.00 0.00
ii) Deferred tax (0.01) 0.20
iii) Tax for earlier years & excess/short provision 0.11 1.23
Net Profit / (Loss) for the year (165.90) (30.70)

OPERATIONS / STATE OF COMPANY'S AFFAIRS

The collapse in the values of stocks in the month of March 2020 (which prolonged intoApril) hit our portfolio very hard resulting in the company reporting a heave loss. Whileour costs were in control our bottom line took a huge hit. Given the recovery since thenwe are confident that we will be able to come out of this huge dent in our financialstatement..

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.

In the last month of FY 2020 the COVID-19 pandemic developed rapidly into a globalcrisis forcing governments to enforce lock-downs of all economic activity. The governmentannounced lockdown from 24thMarch 2020. For the Company the focus immediatelyshifted to ensuring the health and well-being of all employee and the operations wereconducted by following the 'Work from home model' to minimize the direct attack ofCOVID-19 on the employees.

Except as stated above the Company does not visualize any significant impact ofongoing Covid pandemic and its working or financial affairs.

DIVIDEND & TRANSFER TO RESERVES

In order to conserve resources the Directors do not recommend any dividend for theFinancial Year 2019-20. No amount of profit was transferred to any Reserves.

DIRECTORS & KEY MANAGERIAL PERSONNEL

In accordance with the provisions of Section 152 of the Act and Articles ofAssociation Mr. Indra Kumar Bagri (DIN: 00014384) Director of the Company retires byrotation at the ensuing Annual General Meeting (AGM) in accordance with Section 152(6) ofthe Companies Act 2013 and he is eligible for re-appointment.

In terms of Section 203 of the Act the following are the Key Managerial Personnel(KMP) of the Company:

Mr. Anil Bagri (DIN: 00014338)- Managing Director; Mr. Narendra Thanvi- Chief FinancialOfficer; Ms.Kirti Jain- Company Secretary.

There is no change in the Directors / Key Managerial Personnel during the year underreport.

INDEPENDENT DIRECTORS

Mr. Vimal Damani (DIN: 00014486) and Ms. Smita Pachisia (DIN: 07141023)who areindependent directors of the Company have submitted declarations that each of them meetthe criteria of independence as provided in sub Section (6) of Section 149 of theCompanies Act 2013 (Act). There has been no change in the circumstances which may affecttheir status as an independent director during the year. In the opinion of the Board theindependent directors possess appropriate balance of skills experience and knowledge asrequired.

NUMBER OF MEETINGS OF BOARD OF DIRECTORS &COMMITTEESTHEREOF

05 meetings of the Board of Directors were held during the year 2019-20.

The Committees of the Board have been constituted/ reconstituted in accordance with theprovisions of the Companies Act 2013. Currently the Board has the following Committees:

(1) Audit Committee comprising of three Directors namely Ms. Smita PachisiaIndependent Director Mr. Vimal Damani Independent Director & Mr. Anil BagriManaging Director

(2) Nomination & Remuneration Committee comprising of three Directors namely Ms.Smita Pachisia Independent Director Mr. Vimal Damani Independent Director & Mr.Indra Kumar Bagri NonExecutive Director

(3) Stakeholder Relationship Committee three Directors namely Mr. Indra Kumar BagriNon-Executive Director Mr. Anil Bagri Managing Director and Mr. Vimal DamaniIndependent Director

(4) Finance Committee comprising of three Directors namely Mr.Indra Kumar BagriNon-Executive Director Mr. Anil Bagri Managing Director &Mr. Vimal DamaniIndependent Director.

(5) Share Transfer Committee comprising of two Directors namely Mr. Indra Kumar BagriNonExecutive Director and Mr. Anil Bagri Managing Director.

The details of meetings held during the year and the attendance of directors for thesemeetings annexed hereto forms part of the Annual Report.

Independent Director Committee comprising of two Independent Directors namely Ms.SmitaPachisia and Mr.Vimal Damani.

CORPORATE SOCIAL RESPONSIBILITY

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

WHISTLE BLOWER POLICY / 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 Committee inexceptional cases. The revised policy is placed on the website of the Company whichincludes provisions enabling employees to report instances of leak of unpublished pricesensitive information as per Reg. 9A Sub Reg. 6 of SEBI (Prohibition of Insider Trading)Regulations 2015. Web link: https://www.oasiscaps.com/coc.php

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 Companyweblink:https://www.oasiscaps.com/coc.php

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

The Board of Directors affirm that the remuneration paid to the directors is as per theterms laid out in the 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 profit/ loss of 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 anysubsidiaries/ joint ventures/ associates.

EXTRACT OF ANNUAL RETURN

As provided under sub Section (3) of Section 92 and 134(3)(a) of the Companies Act2013 and Rule 12(1) of the Companies (Management & Administration) Rules theextract of annual return is enclosed which forms part of the Boards' Report as Annexure Iand the same is available on Weblink:http://www.oasiscaps.com/annual reports.php

AUDITORS & THEIR REPORT

Members of the Company at their 32nd AGM held on 28/08/2019 appointed M/s.A.V. Arolkar& Co. Chartered Accountants Mumbai (FRN No. 100542W) for a period offive consecutive years to hold office till the conclusion of 37th AGM to beheld in the year 2024. They havehave submitted a certificate confirming that theirappointment is in accordance with Section 139 read with Section 141 of the Act.

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. Parikh & Associates Practicing Company Secretaries wereappointed as the Secretarial Auditor for auditing the secretarial records of the Companyfor the financial year 2019-20 and their Report is attached hereto as Annexure 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 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 during the year under report.

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 Performance evaluation performed by 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) ACT 2013

The company has in place Anti-Sexual Harassment Policy in line with the requirements ofThe Sexual Harassment of women at Workplace (Prevention Prohibition and Redressal) Act2013 and rules made thereunder. All employees (permanent contractual temporarytrainees) are covered under this policy. The Company has not received any complaint ofsexual harassment during the financial year 2019-2020.

LISTING FEES

The Company has paid the listing fees to BSE Limited for the year 2020-2021.

INSIDER TRADING REGULATIONS AND CODE OF DISCLOSURE

The Board of Directors has adopted the Code of Practices and Procedures for FairDisclosure of Unpublished Price Sensitive Information and Code of Internal Procedures andConduct for Regulating Monitoring and Reporting of Trading by Insiders in accordance withthe requirements of the SEBI (Prohibition of Insider Trading) Regulation 2015 and in viewof recent amendments to the SEBI (Prohibition of Insider Trading) 2015 by SEBI(Prohibition of Insider Trading)(Amendment) Regulations 2018 the Policy on Determinationof Legitimate purpose and the Policy on inquiry in case of leak or suspected leak of UPSIare adopted by the Company and is available on our website: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 Annexure V.

CORPORATE GOVERNANCE REPORT

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

MAINTENANCE OF COST RECORDS:

Maintenance of cost records as specified by the Central Government under Section 148(1)of the Act is not applicable to the company.

COMPLIANCES OF SECRETARIAL STANADARD:

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.

APPRECIATION:

The Board of Directors are 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: 01.09.2020 DIN:00014384

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