Your Directors are pleased to present 30th Annual Report covering theoperational and financial performance of your Company along with the Audited FinancialStatements for the Financial Year ended March 312021.
1. FINANCIAL SUMMARY OF THE COMPANY
A brief summary of the audited financials of the Company for the FYended March 312021 is given below. The figures of the current FY and previous FY havebeen prepared in accordance with the Indian Accounting Standards (Ind AS').
|Particulars ||Year ended on March 31 2021 ||Year ended on March 31 2020 |
| ||(Audited) ||(Audited) |
|Revenue from operations ||Nil ||Nil |
|Other Income ||528821.73 ||705332.68 |
|Total Income ||528821.73 ||705332.68 |
|Cost of material Consumed/disposed ||3959818.54 ||1568919.00 |
|Depreciation ||392924.50 ||535903.12 |
|Excise Duty ||Nil ||Nil |
|Other expenses ||1784911.79 ||2638046.89 |
|Total Expenses ||7095461.83 ||16244337.32 |
|Profit Before Tax ||(6566640.10) ||(15539004.64) |
|Less: Income Tax Expense: Current Tax || || |
|Deferred Tax ||2561.82 ||4619.00 |
|Profit before other comprehensive income ||(6569201.92) ||(15543623.64) |
|Other comprehensive income for the year net of tax ||- ||- |
|Total comprehensive income for the year ||(6569201.92) ||(15543623.64) |
2. KEY HIGHLIGHTS :
Total Income for the year 2020-21 fell to Rs. 5.28 Lacs from Rs. 7.05Lacs in 2019-20 resulting in a decline of 25.11 %. This is mainly because of no salesduring the period under review.
The Net Loss decreased from Rs. 15543623.64 in previous year to Rs.6569201.92 during the year 2020-21. The Earnings per share (EPS) for the year isRs.(1.99) per share as compared to Rs(4.71) per share of the previous year.
3. STATE OF COMPANY'S AFFAIRS:
Your Company is in to production and export of Leather Garments andaccessories. The company's products were exported mainly to Europe. Due to global impactof Covid-19 your company is suffering loss of demand of leather goods. All efforts arebeing made to revive the sales of the company.
4. DIVIDEND :
In view of the LOSSES no dividend has been recommended.
5. TRANSFER TO RESERVE:
During the FY 2020-21 the Company has not transferred any amount toGeneral Reserve.
6. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITIONBETWEEN THE END OF THE FINANCIAL YEAR AND DATE OF REPORT :
There are no material changes affecting the affairs of the companywhich have occurred between the end of the financial year on March 312021 of the companyto which the financial statements relate and the date of this report. Except that due tothe adverse market situations Company could not get orders and hence there was almost nillproduction/turnover during the period under review and till date of this report. Yourmanagement is trying to revive the situation however no material relief seems to beavailable in near future.
Due to Covid 19 pandemic from the date of beginning of lockdown i.e.24th March 2020 till date the factory premises is totally closed i.e. there is noproduction as management has no plans regarding starting of production operation due to noexport orders in hand.
7. CHANGE IN THE NATURE OF BUSINESS :
There is no change in the nature of the Business during the financialyear under review.
8. DEPOSITS :
Your Company has no unclaimed / unpaid matured deposit or interest duethereon. Your Company has not accepted any deposits covered under Chapter V -Acceptance of Deposits by Companies' of the Companies Act 2013 during the financial yearended March 31 2021.
9. CAPITAL STRUCTURE :
The Authorized Share Capital of the Company as on March 312021 standsat Rs. 40000000/- divided into 4000000 equity shares of Rs.10/- each. The Paid upEquity Share Capital as at March 312021 stood at Rs. 32918000/- divided into 3283600equity shares of Rs. 10/- each fully paid - up and 16400 equity shares of Rs.10/-eachpartly paid up @ Rs. 5/- each.
During the year under review the Company has not issued shares withdifferential voting rights nor has granted any stock options or sweat equity. As on March312021 none of the Directors of the Company hold instruments convertible into equityshares of the Company
10. MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT :
Management's Discussion and Analysis Report for the year under reviewas stipulated under Regulation 34(3) read with Schedule V (B) of the Securities ofExchange Board of India (Listing Obligations and Disclosures Requirements) Regulations2015 is presented in a separate section forming part of the Annual Report. Annexure I
11. CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES :
During the year under review the Company had not entered into anycontract / arrangement / transaction with related parties which could be consideredmaterial in accordance with the policy of the Company on materiality of related partytransactions or covered under Section 188 of the Companies act 2013. Hence the detailsof such contracts or arrangements with its related parties are not required to begdisclosed in Form AOC- 2 as prescribed under the Companies Act 2013 and the Rules framedthereunder.Therefore AOC-2 is not attached.
12. SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES :
Your company does not have any unlisted/listed subsidiary company orJoint Ventures or any Associate Companies. Therefore AOC-1 is not attached.
13. DIRECTORS' RESPONSIBILITY STATEMENT :
In terms of Section 134 of the Companies Act 2013 (the Act) theDirectors make the following statements that:
a) in the preparation of the annual accounts the applicable accountingstandards had been followed and there is no material departures;
b) appropriate accounting policies have been selected and appliedconsistently and judgments and estimates that are reasonable and prudent have been made soas to give a true and fair view of the state of affairs of the Company as at March 312021and of the loss of the Company for that period;
c) proper and sufficient care have been taken for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;
d) the Annual accounts for the FY 2020-21 have been prepared on a goingconcern basis;
e) the directors have laid down adequate internal financial controlsand the same were followed by the Company effectively. The internal control systemincluding internal financial controls of the Company is monitored by an independentInternal Audit Team which encompasses examination / periodic reviews to ascertain theadequacy of internal controls and compliance to the Company's policies. Weaknesses notedalong with agreed upon action plans are shared with the Audit Committee which ensures theorderly and efficient conduct of business and effectiveness of the system of internalcontrol. Internal Auditors Audit Committee members and the Auditors have full and freeaccess to all the information and records considered necessary to carry out the assignedresponsibilities. The issues raised from time to time are suitably acted upon and followedup at different levels of management;
f) the directors have devised proper systems to ensure compliance withthe provisions of all applicable laws and that such systems are adequate and operatingeffectively.
14. CORPORATE GOVERNANCE :
As per Regulation 15(2) of SEBI (Listing Obligation and DisclosureRequirement) Regulations 2015 compliance with the Corporate Governance provisions asspecified in regulation 17 to 27 and clause (b) to (i) of the sub-regulation (2) ofregulation 46 and Para C D and E of Schedule V shall not apply to the company havingPaid- up Equity Share Capital not exceeding Rs. Ten Crore and Net Worth not exceeding Rs.Twenty Five Crore as on the last day of the previous financial year. The Company iscovered under the limit as prescribed in Regulation 15(2) of SEBI (Listing Obligation andDisclosure Requirement) Regulations 2015 therefore Company is not required to complywith the said provisions.
15. RISK MANAGEMENT :
In accordance with provisions of Regulation 21 of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 the Company is not required tomaintain Risk Management Committee.
At present the Company has not identified any element of risk which maythreaten the existence of the Company as there is no working in the company.
16. CORPORATE SOCIAL RESPONSIBILITY (CSR):
Pursuant to the provisions of Section 135 of the Companies Act 2013every company having net worth of rupees five hundred crore or more or turnover of rupeesone thousand crore or more or a net profit of rupees five crore or more during anyfinancial year shall constitute a Corporate Social Responsibility Committee of the Boardand shall formulate a Corporate Social Responsibility Policy. Your Company is not fallingunder the preview of said section during the year.
17. INTERNAL FINANCIAL CONTROL :
The Board has adopted the policies and procedures for ensuring theorderly and efficient conduct of its business including adherence to the Company'spolicies the safeguarding of its assets the prevention and detection of frauds anderrors the accuracy and completeness of the accounting records and the timelypreparation of reliable financial disclosures.
The Company's Internal Control Systems are commensurate with the natureof its business and the size and complexity of its operations. It comprises audit andcompliance by internal audit checks by M/s Singh Hardev & Associates PracticingCompany Secretaries as Internal Auditors of the Company.
18. DIRECTORS AND OTHER KEY MANAGERIAL PERSONNEL:
As on 31st March 2021 the Board of Directors consists offour (4) Directors and all the Directors possess the requisite qualifications andexperience in general corporate Management Finance Banking and other allied fields whichenable them to contribute effectively to the Company in their capacity as Directors of theCompany.
19. DIRECTORS AND KEY MANAGERIAL PERSONNEL
a) APPOINTMENT/REAPPOINTMENT/ CESSATION OF DIRECTORS & KMP
During the year under review Mr. K S Bhatia and Mohamad Akbar cease tobe directors and Ms. Tripti Rani ceases to be Company Secretary and Compliance Officer ofthe company.
Ms. Nishu was appointed as additional director (Independent Director)and Ms. Monam Kapoor was appointed as additional director (Non- executive andnon-independent director) w.e.f 12th August 2021.
Further re-appointement of Mr. Pawan Chadha as Whole Time Directorw.e.f 1/10/2021 for 3 years being recommended to shareholders for their approval inensuing AGM proposed to be held on 27th September 2021.
As per the provisions of the Companies Act 2013 Mr. Pawan Chadharetires by rotation at the ensuing Annual General Meeting and being eligible offershimself for re-appointment. The Board recommends his re-appointment for approval of themembers in the forthcoming Annual General Meeting.
The Board appointed Ms. Nitasha Sinha as a Company Secretary andCompliance Officer of the Company with effect from 28th June 2021 to performthe duties which shall be performed by the Company Secretary under the Companies Act2013.
In compliance of section 203 of the Companies Act 2013 Mr. KaranKanika Verma Chairman & Managing Director Mr. Pawan Chadha Whole Time Director andCFO and Ms. Nitasha Sinha Company Secretary are the Key Managerial Personnel of theCompany.
b) DECLARATION BY INDEPENDENT DIRECTORS
As per Section 149(7) of the Companies Act 2013 the Company hasreceived a declaration of independence from all the Independent Directors as of March312021.
The Board has undertaken due assessment of the declaration ofindependence submitted by the Independent Directors and satisfied that the IndependentDirectors fulfill the conditions specified in the Act and rules made thereunder and SEBI(LODR) 2015 and are independent of the management.
c) ANNUAL PERFORMANCE EVALUATION
In compliance with the provisions of the Act and the SEBI (LODR) 2015a formal Annual performance evaluation of the Board its Committees and individualdirectors including the Independent Directors was carried out during the FY 2020-21.
The Performance evaluation was carried out by the Nomination andRemuneration Committee based on the "Annual Evaluation Framework" prepared bythe Committee.
Furthermore the Independent Directors at their exclusive meeting heldduring the year reviewed the performance of the Board its Chairman and non-executivedirectors as stipulated under the Act and SEBI (LODR) 2015.
d) SEPARATE MEETING OF INDEPENDENT DIRECTORS
In accordance with the provisions of Schedule IV to the Act andRegulation 25(3) of the SEBI (LODR) 2015 separate meetings of the Independent Directorsof the Company was held on 16/10/2020 to discuss relevant items including the agenda itemsas prescribed under the applicable laws. The meetings were attended by all the IndependentDirectors of the Company.
20. BOARD MEETINGS :
During the FY 2020-21 Seven (7) Board Meetings were held on 29thJune 2020 18th August 2020 14th September 2020 16thOctober 2020 6th February 2021 12th February 2021 and 13thMarch 2021. The intervening gap between the Meetings was within the period prescribedunder the Companies Act 2013 and the SEBI (LODR) 2015.
21. AUDITORS :
a) Statutory Auditors
In accordance with the provisions of the Act and rules made thereunderM/s. DUBEY & CO. (ICAI Registration No- 007515N) having its office at Kailash Plaza252-H Sant Nagar East of Kailash New Delhi - 110065 were appointed as Statutory Auditorsto hold office from the conclusion of the 26th Annual General Meeting (AGM) held September25 2017 until the conclusion of the 31st Annual General Meeting (AGM) to be held in theyear 2022 but he resigned as Statutory auditor of the company w.e.f.12thAugust 2021.
The Board of Directors of the Company at their meeting held on 24thAugust 2021 and on the recommendation of the Audit Committee have made itsrecommendation for appointment of M/s. D.V. MITTAL & CO Chartered Accountants as theStatutory Auditors of the Company for a consecutive term of five years i.e from theconclusion of the 30th Annual General Meeting (AGM) till the conclusion of 35th AGM forapproval of the members.
The above said forms part of the Notice of the 30th Annual Generalmeeting of the Company. The Company has received a written consent and a certificate fromM/s. D.V. Mittal & Co. Chartered Accountants (FRN:002997N) that they satisfy thecriteria provided under section 141 of the Act and that the appointment if made shall bein accordance with the applicable provisions of the Act and the rules framed there under.
The Auditors Report on the financial statements for the period underreview which forms part of the Annual Report of the Company is self - explanatory innature.
There are no qualifications reservations or adverse remarks anddisclaimers made by M/s. DUBEY & CO. (ICAI Registration No- 007515N) the StatutoryAuditors in their Audit Report for the F.Y 2020-21. Further there was no fraudulentactivity reported by the Auditors of the Company for the FY 2020-21.
b) Cost Auditors
Companies (cost records and audit) (Amendment) Rules 2015 are notapplicable on the Company for the financial year 2020-21.
c) Secretarial Auditors
The Board had appointed Ankit Singhal & Associates CompanySecretaries to carry out Secretarial Audit in accordance with the provisions of Section204 of the Companies Act 2013 and the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 for the financial year ended March 312021.
There is no qualification reservation or adverse remark or disclaimermade by the auditor in the report. A copy of the Secretarial Audit Reportis annexedherewith as Annexure -II and forms part of this report.
22. PARTICULARS OF LOANS GIVEN INVESTMENTS MADE GUARANTEES GIVEN ANDSECURITIES PROVIDED:
The Company has not given any loan made investment and providedsecurity in terms of section 186 of the Companies Act 2013.
23. EXTRACT OF ANNUAL RETURN:
Pursuant to Section 92 annual return filed uploaded on Company websitewww.oscar-global.net
24. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE(PREVENTION PROHIBITION AND REDRESSAL) ACT 2013:
The Company has in place a policy on Prevention of Sexual Harassment incompliance with the Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013. As per the said Policy an Internal Complaint Committee (ICC) is inplace to redress complaints received regarding sexual harassment. During the FY 2020-21following is the summary of complaints received and disposed of:
|No. of complaints received : ||NIL |
|No. of complaints disposed of : ||NIL |
Your Directors state that during the financial year ended March 312021under review there were no cases filed pursuant to the Sexual Harassment of Women atWorkplace (Prevention Prohibition and Redressal) Act 2013.
25. COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD MEETINGS :
Your Company has complied with the applicable provisions of theSecretarial Standards -1 (SS-1) on Meetings of the Board of Directors issued by TheInstitute of Company Secretaries of India (ICSI).
26. COMPOSITION OF COMMITTEES :
a) Audit Committee
The Board of Directors of the Company has a duly constituted AuditCommittee in terms of the provisions of Section 177 of the Companies Act 2013 read withthe Rules framed thereunder and Regulation 18 of the Listing Regulations. The terms ofreference of the Audit Committee has been approved by the Board of Directors.
The Audit Committee comprises three (2) Independent Directors and one(1) Non-Executive Director. Mr. Sanjeev Rathore is the Chairman of the Committee till histenure as Independent Director.
The details of the composition of the Committee are set out in thefollowing table:
|S. No. Name ||Status ||Designation |
|1. Mr. Sanjeev Rathore ||Independent Director ||Chairman |
|2. Ms. Monam Kapoor ||Non-Executive Director ||Member |
|3. Ms. Nishu ||Independent Director ||Member |
All the recommendations made by the Audit Committee were accepted bythe Board. The Company Secretary of the Company acts as the secretary to the AuditCommittee.
b) Nomination and Remuneration Committee
The Board of Directors constituted a Nomination and RemunerationCommittee comprising two (2) Independent Directors and one (1) non executive and nonIndependent Director.
The function of the Nomination and Remuneration Committee includesrecommendation of appointment of Whole-time Director(s)/ Managing Director/Joint ManagingDirector and recommendation to the Board of their remuneration.
Nomination and Remuneration Committee has been constituted undersection 178 of the Companies Act 2013 for formulization of the criteria for determiningqualifications positive attributes and independence of a director and recommend to theBoard a policy relating to the remuneration for the directors key managerial personneland other employees.
The aforesaid policy has been posted on the Website of the Company atwww.oscar-global.net
The composition of the Committee during the year consists of three (3)non executive directors. Mr. Sanjeev Rathore is the Chairman of the Committee.
Nomination and Remuneration Committee met once in a year i.e. on18.08.2020.
c) Stakeholder Relationship Committee
The Board of Directors constituted a Stakeholder Relationship Committeecomprises of two (2) Independent Director and one (1) non- executive director. Mr. SanjeevRathore is the Chairman of the Committee till his tenure as Independent Director
The Stakeholder Relationship Committee inter alia oversees andreviews all matters connected with the investor services in connection with applicationsreceived and shares allotted in the Initial Public Offer status of refund accountconversion of partly paid shares into fully paid shares rematerialization anddematerialization of shares and transfer of shares of the Company.
The Committee oversees performance of the Registrar and Transfer Agentsof the Company and recommends measures for overall improvement in the quality of investorservices. The committee met on four (4) times to take note of redressal of investor'sgrievance . .
The details of the composition of the Committee are set out in thefollowing table:
|S. No. Name ||Status ||Designation |
|1. Mr. Sanjeev Rathore ||Independent Director ||Chairman |
|2. Ms. Nishu ||Independent Director ||Member |
|3. Ms. Monam Kapoor ||Non Promoter non Executive Director ||Member |
27. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGEEARNINGS AND OUTGO :
Particulars related to the conservation of energy technologyabsorption and foreign exchange earnings and outgo as required under Section 134 of theAct read with Rule 8(3) of the Companies (Accounts) Rules 2014 is annexed asAnnexure - III' to this Report.
28. PARTICULARS OF EMPLOYEES :
The statement containing particulars of employees as required undersection 197(12) of the Companies At 2013 read with rule 5 of the Companies (Appointmentof Managerial Personnel) Rules 2014 is given in Annexure- IV' and forms partof this Report. In terms of Section 136(1) of the Companies Act 2013 the Report and theAccounts are being sent to the Members excluding the aforesaid Annexure. Any Memberinterested in obtaining a copy of the Annexure may write to the Company Secretary at theRegistered Office of the Company.
29. OTHER INFORMATION :
i. Sweat Equity Shares Employee Stock Option / Right Issue / Preferential Issue :- TheCompany has neither come up with any Right Issue/Preferential Issue nor issued any SweatEquity Shares andnot provided any Stock Option Scheme to the employees during the periodunder review.
ii. Significant and material orders passed by the regulators :- No significant andmaterial orders have been passed during the FY 2020-21 by the regulators or courts ortribunals affecting the going concern status and Company's operations in the future.
iii. Material Changes & Commitments :- No material changes and commitments haveoccurred which can affect the financial position of the Company between the end of the FYand as on date of this Report.
iv. Change in Nature of business if any :- There is no change in the nature ofbusiness of the Company during the year under review.
The Board of Directors expresses their sincere appreciation to all thestakeholders of the Company for the trust confidence and support best owed upon us.
The Board of Directors assures to uphold the Company's commitmenttowards acting with honesty integrity and respect and to be responsible and accountableto all the stakeholders of the Company.