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Oscar Global Ltd.

BSE: 530173 Sector: Others
NSE: N.A. ISIN Code: INE473F01010
BSE 00:00 | 12 Feb 6.59 0
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NSE 05:30 | 01 Jan Oscar Global Ltd
OPEN 7.27
PREVIOUS CLOSE 6.59
VOLUME 365
52-Week high 8.15
52-Week low 2.22
P/E 1.12
Mkt Cap.(Rs cr) 2
Buy Price 6.59
Buy Qty 360.00
Sell Price 6.59
Sell Qty 50.00
OPEN 7.27
CLOSE 6.59
VOLUME 365
52-Week high 8.15
52-Week low 2.22
P/E 1.12
Mkt Cap.(Rs cr) 2
Buy Price 6.59
Buy Qty 360.00
Sell Price 6.59
Sell Qty 50.00

Oscar Global Ltd. (OSCARGLOBAL) - Director Report

Company director report

Dear Members

Your Directors are pleased to present 27th Annual Report covering the operational andfinancial performance of your Company along with the Audited Financial Statements for theFinancial Year ended March 31 2018.

1. FINANCIAL SUMMARY OF THE COMPANY

A brief summary of the audited financials of the Company for the FY ended March 312018 is given below. The figures of the current FY and previous FY have been prepared inaccordance with the Indian Accounting Standards (‘Ind AS').

(Rs.)
Particulars Year ended on March 31 2018 Year ended on March 31 2017
(Audited) (Audited)
Gross Sales 65649521.00 92417507.00
Other Income 1959772.00 572470.20
Total Revenue 67609293.00 92989977.20
Profit before Depreciation & Tax 1198954.43 1601225.95
Depreciation 992529.64 1285770.86
Profit before Tax 206424.79 315455.09
Tax adjustment for Current year 89513.00 237260.00
Tax adjustment for Deferred Tax 60112.00 75528
Profit after Tax 56799.79 2667.09

ADOPTION OF INDIAN ACCOUNTING STANDARD (IND AS):

Pursuant to the notification dated February 16 2015 issued by the Ministry ofCorporate Affairs the Company has adopted the Indian Accounting Standards ("IndAS") notified under the Companies (Indian Accounting Standards) Rules 2015.

The company adopted the Indian Accounting Standard (Ind AS) effective 01st April 2017with transition date 1st April 2016 as per provisions of the act in this regard.

2. KEY HIGHLIGHTS

During the period under consideration the Total Revenue for the year fell to Rs. 6.76Cr. in 2017-18 from Rs.9.29 Cr. in 2016-17 resulting in a decline of 27.23%

The Net Profit for the year increased to Rs. 0.57 Lac in 2017-18 from Rs.0.003 Lac inthe previous year resulting in a increased of 94.74%

The Earnings per share (EPS) for the year is Rs. 0.017 per share resulting a increasedof 99.41% as compared to Rs 0.001 per share of the previous year.

3. STATE OF COMPANY S AFFAIRS

Your Company is in to production and export of leather Garments and accessories. Thecompany's products are exported mainly to Europe. Of late your company is facing toughcompetition mainly from China and Pakistan mainly because of the reason that the cost ofraw lather is much cheaper in Pakistan as compared to India therefore Pakistani leathergarments are available in much lesser cost as compare to Indian products. Further thejackets made of Polyester fabric are much cheaper in cost and easy to maintain. China isthe biggest supplier. This type of jackets is gaining popularity and customer'spreferences have changed from leather garments to this kind of cheaper garments. Yourcompany is suffering because of the decline in use of leather garments. All efforts arebeing made to revive the sales of the company. Also Pakistani currency is much cheaper indollar terms.

4. DIVIDEND

In view of the inadequate profits incurred no dividend has been recommended.

5. TRANSFER TO RESERVE

During the FY2017-18 the Company has not transferred any amount to Reserve.

6. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF THEFINANCIAL YEAR AND DATE OF REPORT

There are no material changes affecting the affairs of the company which have occurredbetween the end of the financial year on March 31 2018 of the company to which thefinancial statements relate and the date of this report.

7. CHANGE IN THE NATURE OF BUSINESS

There is no change in the nature of the Business during the financial year underreview.

8. DEPOSITS

Your Company has no unclaimed / unpaid matured deposit or interest due thereon. YourCompany has not accepted any deposits covered under ‘Chapter V - Acceptance ofDeposits by Companies' under the Companies Act 2013 during the financial year ended March31 2018.

9. CAPITAL STRUCTURE

The Authorized Share Capital of the Company as on March 31 2018 stands at Rs.40000000/- divided into 4000000 equity shares of Rs. 10/- each. The Paid up EquityShare Capital as at March 31 2018 stood at Rs. 32918000/- divided into 3283600 equityshares of Rs. 10/- each fully paid –up and 16400 equity shares of Rs. 10/-each paidup @ Rs. 5/- each.

During the year under review the Company has not issued shares with differentialvoting rights nor has granted any stock options or sweat equity. As on March 31 2018none of the Directors of the Company hold instruments convertible into equity shares ofthe Company

10. MANAGEMENT S DISCUSSION AND ANALYSIS REPORT

Management's Discussion and Analysis Report for the year under review as stipulatedunder Regulation 34(3) read with Schedule V (B) of the Securities of Exchange Board ofIndia (Listing Obligations and Disclosures Requirements) Regulations 2015 is presentedin 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 any contract /arrangement / transaction with related parties which could be considered material inaccordance with the policy of the Company on materiality of related party transactions orcovered under Section 188 of the Companies act 2013. Hence the details of such contractsor arrangements with its related parties are not disclosed in Form AOC-2 as prescribedunder the Companies Act 2013 and the Rules framed thereunder.

The Policy on dealing with related party transactions and on determining materiality ofrelated party transactions as approved by the Board may be accessed on the Company'swebsite at www.oscar-global.net

12. SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES

Your company does not have any unlisted/listed subsidiary company or Joint Ventures orany Associate Companies. Therefore AOC-1 is not attached.

13. DIRECTORS RESPONSIBILITY STATEMENT

Your Directors confirm that:

(a) in the preparation of the annual accounts the applicable accounting standards hadbeen followed and there is no material departures;

(b) they had 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;

(c) they had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;

(d) they had prepared the annual accounts on a going concern basis;

(e) they have laid down internal financial controls to be followed by the Company andthat such internal financial controls are adequate and were operating effectively;

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

14. CORPORATE GOVERNANCE

As per Regulation 15(2) of SEBI (Listing Obligation and Disclosure Requirement)Regulations 2015 compliance with the Corporate Governance provisions as specified inregulation 17 to 27 and clause (b) to (i) of the sub-regulation (2) of regulation 46 andPara C D and E of Schedule V shall not apply to the company having Paid- up Equity ShareCapital not exceeding Rs. Ten Crore and Net Worth not exceeding Rs. Twenty Five Crore ason the last day of the previous financial year. The Company is covered under the limit asprescribed in Regulation 15(2) of SEBI (Listing Obligation and Disclosure Requirement)Regulations 2015 therefore Company is not required to comply with the said provisions.

15. RISK MANAGEMENT

In accordance with provisions of Regulation 21 of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 the Company is not required to maintain RiskManagement Committee.

At present the Company has not identified any element of risk which may threaten theexistence of the Company

16. CORPORATE SOCIAL RESPONSIBILITY (CSR)

Pursuant to the provisions of Section 135 of the Companies Act 2013 every companyhaving net worth of rupees five hundred crore or more or turnover of rupees one thousandcrore or more or a net profit of rupees five crore or more during any financial year shallconstitute a Corporate Social Responsibility Committee of the Board and shall formulate aCorporate Social Responsibility Policy. Your Company is not falling under the preview ofsaid section during the year.

17. INTERNAL FINANCIAL CONTROL

The Board has adopted the policies and procedures for ensuring the orderly andefficient conduct of its business including adherence to the Company's policies thesafeguarding of its assets the prevention and detection of frauds and errors theaccuracy and completeness of the accounting records and the timely preparation ofreliable financial disclosures.

The Company's Internal Control Systems are commensurate with the nature of its businessand the size and complexity of its operations. It comprises audit and compliance byinternal audit checks by M/s Singh Hardev & Associates Practicing Company Secretariesas Internal Auditors of the Company.

The Internal Auditors independently evaluate the adequacy of internal controls andconcurrently audit the financial transactions and review various business processes.Independence of the Internal Auditors and therefore compliance is ensured by the directreport of internal audit division and Internal Auditors to the Audit Committee of theBoard.

18. DIRECTORS AND OTHER KEY MANAGERIAL PERSONNEL

Your Company is managed and controlled by a Board comprising an optimum blend ofExecutives and Non-Executive Professional Directors. as on March 31 2018. The Board ofDirectors consists of Five (5) Directors including one Managing Director One Whole timeDirector & CFO and two(2) Non-executive Independent Directors including one WomanWhole Time Director. The composition of the Board is in conformity with Regulation 17 ofthe SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015 and therelevant provisions of the Companies Act 2013. All the Directors possess the requisitequalifications and experience in general corporate Management finance banking and otherallied fields which enable them to contribute effectively to the Company in their capacityas Directors of the Company.

19. DIRECTORS

There is change in Composition of Directors during the financial year ended on March31 2018

Mr. K.S. Bhatia was appointed as an Independent Director on 26th September2017 to hold office for 5 years.

Ms. Deepika Singh and Mr. Kishan Kalani resigned from the post of Independent Directorw.e.f. 30th June 2017 and 11th September 2017 respectively. Theboard places its appreciation on record for the valuable services rendered by Ms. DeepikaSingh and Mr. Kishan Kalani during their tenure.

Mr. Sanjeev Rathore was appointed as an Additional Director on 11thDecember 2017. He is a non executive non prompter independent director. Your board hasformed an opinion that he is a fit person to be appointed as an Independent Director asper provision of the section of 149(6). Your board recommends to the shareholders theappointment of Mr. Sanjeev Rathore as an Independent Director at the ensuring AnnualGeneral Meeting.

As per the provisions of the Companies Act 2013 Ms. Arpita Verma retires by rotationat the ensuing Annual General Meeting and being eligible offers herself forre-appointment. The Board recommends her re-appointment for approval of the members in theforthcoming Annual General Meeting.

20. KEY MANAGERIAL PERSONNEL

Ms. Heena Arora had resigned from the position of Company Secretary w.e.f. December 272017.

The Board appointed Ms. Aprajita Abhay Mishra as a Company Secretary and ComplianceOfficer (KMP as per section 203) of the Company with effect from 5th May 2018to perform the duties which shall be performed by the Company Secretary under theCompanies Act 2013.

In compliance of section 203 of the Companies Act 2013 Mr. Pawan Chadha Whole TimeDirector and CFO Mr. Satish Kumar Verma Managing Director Ms. Arpita Verma Women WholeTime Director of the Company and Ms. Aprajita Abhay Mishra Company Secretary are the KeyManagerial Personnel (KMP) of the Company.

21. DECLARATION BY INDEPENDENT DIRECTORS

As per Section 149(7) of the Companies Act 2013 the Company has received adeclaration of independence from all the Independent Directors as of March 31 2018.

In the opinion of the Board Independent Directors fulfill the conditions specified inthe Companies Act 2013 and rules made there under and also under SEBI (LODR) 2015. Theyare independent of the management.

Pursuant to Regulation 25 of SEBI (LODR) 2015 None of the Independent Director on theBoard of the Company serve as an Independent Director in more than seven (7) ListedCompanies nor holds the position of Whole time Director in more than three (3) any ListedCompany. Independent Directors of the Company have been appointed in accordance with theapplicable provisions of the Companies Act 2013 ("Act") read with relevantrules.

22. FORMAL ANNUAL EVALUATION

The Companies Act 2013 and SEBI (Listing Obligations and Disclosure requirements)Regulations 2015 mandates that the Board shall monitor and review the Board evaluationi.e. evaluation of the performance of: (i) the Board as a whole (ii) individual directors(including independent directors and Chairperson) and (iii) various Committees of theBoard.

The framework includes the evaluation of directors on various parameters such as:

• Board dynamics and relationships

• Information flows

• Decision-making

• Relationship with stakeholders

• Company performance and strategy

• Tracking Board and committees' effectiveness

• Peer evaluation

In compliance with the Companies Act 2013 and Regulation 17 (10) of the SEBI (ListingObligations and Disclosure Requirement) Regulations 2015 the Board has carried out anevaluation of its own performance Committees and performance of individual Directorsduring the period under review. The aspects covered in the evaluation included thecontribution to and monitoring of corporate governance practices participation in thelong-term strategic planning and the fulfillment of Directors' obligations and fiduciaryresponsibilities including but not limited to active participation at the Board andCommittee meetings. The evaluation involves Self-Evaluation by the Board Members andsubsequent assessment by the Board of Directors. The Board of Directors expressed theirsatisfaction with the evaluation process.

The Board of Directors has framed a policy which lays down a framework in relation toremuneration of Directors key managerial personnel and senior management of the company.This policy also lays down criteria for selection and appointment of Board Members. Thedetails of the policy are explained in the Corporate Governance Report.

23. AUDITORS

Statutory Auditors

The shareholders of the Company at last AGM held on September 25 2017 had appointedM/s. DUBEY & CO. (ICAI Registration No- 007515N) as the Statutory Auditors of theCompany for an initial term of 5 years subject to ratification by members at every AGMif required under the provisions of the Companies Act 2013. However the CompaniesAmendment Act 2013 has deleted the condition of ratification of statutory auditors andaccordingly they hold their office till the conclusion of Annual General Meeting to beheld in 2022.

Auditor s Report

Auditor's Report does not contain any observation(s)/qualification(s) hence does notcall for any explanation.

During the year under review the Auditors had not reported any matter under Section143 (12) of the Act therefore no detail is required to be disclosed under Section 134 (3)of the Companies Act Act.

Cost Auditors

Companies (cost records and audit) (Amendment) Rules 2015 are not applicable on theCompany for the financial year 2017–18:

Secretarial Auditors

The Board had appointed Mr. R.S. Bhatia (CP No.2514). Practicing Company Secretary tocarry out Secretarial Audit in accordance with the provisions of Section 204 of theCompanies Act 2013 and the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 for the financial year ended March 31 2018.

Secretarial Auditor s Report

There is no qualification reservation or adverse remark or disclaimer made by theauditor in the report save and except disclaimer made by them in discharge of theirprofessional obligation.

A copy of the Secretarial Audit Report is annexed herewith as Annexure -II and formspart of this report.

23. COMPOSITION OF COMMITTEES

Audit Committee

The Board of Directors of the Company has a duly constituted Audit Committee in termsof the provisions of Section 177 of the Companies Act 2013 read with the Rules framedthereunder and Regulation 18 of the Listing Regulations. The terms of reference of theAudit Committee has been approved by the Board of Directors. Composition of the AuditCommittee number of meetings held during the year under review brief terms of referenceand other details have been provided in the Corporate Governance Report which forms partof this Annual Report.

The Audit Committee comprises two (2) Independent Directors and one (1) PromoterDirector. Mr. Kishan Kalani remained the Chairman of the Committee till his tenure asDirector. As at the end of the financial year Mr. Sanjeev Rathore is the Chairman of theAudit committee.

The details of the composition of the Committee are set out in the following table:

S. No. Name Status Designation
1. *Mr. Kishan Kalani Independent Director Chairman
2. *Ms. Deepika Singh Independent Director Member
3. Mr. Pawan Chadha Promoter Director Member
4. Mr. Kawaljit Singh Bhatia Independent Director Member
5. #Mr. Sanjeev Rathore Independent Director Member / Chairman

* Ms. Deepika Singh and Mr. Kishan Kalani cessed to be members w.e.f. 30thJune 2017 and 11th September 2017 respectively.

# Mr. Sanjeev Rathore became member and Chairman w.e.f 11th December 2017.He is a non executive non prompter independent director.

All the recommendations made by the Audit Committee were accepted by the Board. TheCompany Secretary of the Company acts as the secretary to the Audit Committee.

Nomination and Remuneration Committee

The Board of Directors constituted a Nomination and Remuneration Committee comprisingtwo (2) Independent Directors and one (1) Promoter Director. Mr. Kishan Kalani remainedthe Chairman of the Committee till his tenure as Director. As at the end of the financialyear Mr. Sanjeev Rathore is the Chairman of the Nomination and Remuneration committee.

Ms. Deepika Singh and Mr. Kishan Kalani cessed to be members w.e.f. 30thJune 2017 and 11th September 2017 respectively.

Mr. Sanjeev Rathore became member and Chairman w.e.f 11th December 2017. Heis a non executive non prompter independent director.

The function of the Nomination and Remuneration Committee includes recommendation ofappointment of Whole-time Director(s)/ Managing Director/Joint Managing Director andrecommendation to the Board of their remuneration.

A Nomination and Remuneration Committee has been constituted under section 178 of theCompanies Act 2013 for formulization of the criteria for determining qualificationspositive attributes and independence of a director and recommend to the Board a policyrelating to the remuneration for the directors key managerial personnel and otheremployees.

The aforesaid policy has been posted on the Website of the Company atwww.oscar-global.net

The details of the composition of the Committee are set out in the following table:

S. No. Name Status Designation
1. *Mr. Kishan Kalani Independent Director Chairman
2. Mr. Pawan Chadha Independent Director Member
3. *Ms. Deepika Singh Promoter Director Member
4. Mr. Kawaljit Singh Bhatia Independent Director Member
5. #Mr. Sanjeev Rathore Independent Director Chairman/Member

Stakeholder Relationship Committee

The Board of Directors constituted a Stakeholder Relationship Committee comprises oftwo (2)Independent Directors and one(1) Promoter Director. Mr. Kishan Kalani remained theChairman of the Committee till his tenure as Director. As at the end of the financial yearMr. Sanjeev Rathore is the Chairman of the Stakeholder Relationship committee.

The Stakeholder Relationship Committee inter alia oversees and reviews all mattersconnected with the investor services in connection with applications received and sharesallotted in the Initial Public Offer status of refund account conversion of partly paidshares into fully paid shares rematerialization and dematerialization of shares andtransfer of shares of the Company.

The Committee oversees performance of the Registrar and Transfer Agents of the Companyand recommends measures for overall improvement in the quality of investor services.

The details of the composition of the Committee are set out in the following table:

S. No. Name Status Designation
1. *Mr. Kishan Kalani Independent Director Chairman
2. *Mr. Pawan Chadha Independent Director Member
3. Ms. Deepika Singh Promoter Director Member
4. Mr. Kawaljit Singh Bhatia Independent Director Member
5. #Mr. Sanjeev Rathore Independent Director Chairman/Member

* Ms. Deepika Singh and Mr. Kishan Kalani cessed to be members w.e.f. 30thJune 2017 and 11th September 2017 respectively.

# Mr. Sanjeev Rathore became member and Chairman w.e.f 11th December 2017.He is a non executive non prompter independent director.

25. POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION

The current policy is to have an appropriate mix of executive and independent directorsto maintain independence of the Board and separate its function of governance andmanagement. As on March 31 2018 the Board consists of five members three of whom areexecutive directors and two are non-executive independent directors.

The Policy of the Company on director's appointment and remuneration includingcriteria for determining qualifications positive attributes independence of a directorand other matters as required under sub-section (3) of Section 178 of the Companies Act2013 is available on the Company website (www.oscar-global.net). There has been no changein the policy since the last financial year. We affirm that the remuneration paid to theDirectors is as per the terms laid out in the Nomination and Remuneration policy of theCompany.

26. VIGIL MECHANISM/ WHISTLE BLOWER POLICY

The Vigil Mechanism of the Company which also incorporates a whistle blower policy interms of provisions of Section 177 of the Companies Act 2013 and Rules framed thereunderread with Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 includes an Ethics & Compliance Task Force comprising seniorexecutives of the Company. The Company has a whistle blower policy/ vigil mechanism fordirectors and employees to report genuine concerns or grievances.

The whistle Blower policy has been posted on the Website of the Company atwww.oscar-global.net

27. NUMBER OF MEETINGS OF THE BOARD

The Board met Four(8) times during the Financial Year 2017-18i.e. on 14thApril 2017 29th May 2017 21st August 2017 11thSeptember 2017 11th December 2017 12th December 2017 and 13thFebruary 2018. The intervening gap between the Meetings was within the period prescribedunder the Companies Act 2013 and the SEBI LODR.

28. SEPARATE MEETING OF INDEPENDENT DIRECTORS

In accordance with the provisions of Schedule IV to the Companies Act 2013 andRegulation 25(3) of SEBI (LODR) 2015 a separate meeting of the Independent Directors ofthe Company was held on 14th April 2017 to discuss the agenda items asprescribed under the applicable laws. The meeting was attended by all IndependentDirectors of the Company.

29. PARTICULARS OF LOANS GIVEN INVESTMENTS MADE GUARANTEES GIVEN AND SECURITIESPROVIDED

The Company has not given any loan made investment and provided security in terms ofsection 186 of the Companies Act 2013.

30. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO

The particulars relating to conservation of energy technology absorption foreignexchange earnings and outgo as required to be disclosed under the Act are provided inAnnexure III to this Report.

31. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALSIMPACTING THE GOING CONCERN STATUS AND COMPANY S OPERATIONS IN FUTURE

There are no significant and material orders passed by the regulators or courts ortribunals impacting the going concern status and company's operations in future.

32. DEPOSIT

Your Company has neither accepted nor any fixed deposit was outstanding as on theBalance Sheet date.

33. EXTRACT OF ANNUAL RETURN

Pursuant to Section 92(3) and Section 134(3)(a) of the Companies Act 2013 read withrules made thereunder extract of Annual Return of the Company in the prescribed Form -MGT 9 is annexed as Annexure IV to this Report.

34. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013

The Company has in place a policy on Prevention of Sexual Harassment in compliance withthe Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act2013. As per the said Policy an Internal Complaint Committee (ICC) is in place to redresscomplaints received regarding sexual harassment. During the FY 2017-18 following is thesummary 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 31 2018 under reviewthere were no cases filed pursuant to the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013.

35. PARTICULARS OF EMPLOYEES

The statement containing particulars of employees as required under section 197(12) ofthe Companies At 2013 read with rule 5 of the Companies (Appointment of ManagerialPersonnel) Rules 2014 is given in Annexure V and forms part of this Report. In terms ofSection 136(1) of the Companies Act 2013 the Report and the Accounts are being sent tothe Members excluding the aforesaid Annexure. Any Member interested in obtaining a copy ofthe Annexure may write to the Company Secretary at the Registered Office of the Company.

36. COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD MEETINGS

Your Company has complied with the applicable provisions of the Secretarial Standards-1 (SS-1) on Meetings of the Board of Directors issued by The Institute of CompanySecretaries of India (ICSI).

37. GENERAL DISCLOSURES

Your Directors state that no disclosure or reporting is required in respect of thefollowing items as there were no transactions on these items during the year under review:

1. Details relating to deposits covered under Chapter V of the Act.

2. Issue of equity shares with differential rights as to dividend voting or otherwise.

3. Issue of shares (including sweat equity shares/ ESOP) to employees of the Companyunder any scheme.

4. Neither the Managing Director nor the Whole–time Directors of the Companyreceive any remuneration or commission from any of its subsidiaries.

5. No significant or material orders were passed by the Regulators or Courts orTribunals which impact the going concern status and Company's operations in future.

Your Directors further state that during the year under review there were no casesfiled pursuant to the Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013.

38. ACKNOWLEDGEMENT

Your Directors would like to express their sincere appreciation for the assistance andco–operation received from the financial institutions banks Government authoritiescustomers vendors and members during the year under review.

Your Directors proudly acknowledge the contribution and hard work of the employees ofthe Company and its subsidiaries at all levels who through their competence hard worksolidarity and commitment have enabled the Company to achieve consistent growth.

By Order of the Board
For Oscar Global Limited
Sd/-
(Satish Kumar Verma)
Chairman & Managing Director
DIN: 00225444
Place: Noida Residential Address: A-2/78 Punjabi Bagh
Date : 14th August 2018 New Delhi-110026