Your Directors are pleased to present 28th Annual Report covering the operational andfinancial performance of your Company along with the Audited Financial Statements for theFinancial Year ended March 31 2019.
1. FINANCIAL SUMMARY OF THE COMPANY
A brief summary of the audited financials of the Company for the FY ended March 312019is given below. The figures of the current FY and previous FY have been prepared inaccordance with the Indian Accounting Standards (Ind AS').
|Particulars ||Year ended on March 31 2019 ||Year ended on March 31 2018 |
| ||(Audited) ||(Audited) |
|Revenue from operations ||18821492.00 ||65649521.00 |
|Other Income ||27688025.00 ||1959772.00 |
|Total Income ||46509517.00 ||67609293.00 |
|Cost of material Consumed ||10553350.31 ||27700679.89 |
|Depreciation ||759038.28 ||992529.64 |
|Excise Duty ||Nil ||Nil |
|Other expenses ||15965611.96 ||21543576.04 |
|Total Expenses ||47641574.69 ||67402868.21 |
|Profit Before Tax ||(1132057.69) ||206424.79 |
|Less: Income Tax Expense: ||(24171.82) ||149625.00 |
|Current Tax ||- ||89513.00 |
|Deferred Tax ||(24171.82) ||60112.00 |
|Profit before other comprehensive income ||(1107885.87) ||56799.79 |
|Other comprehensive income for the year net of tax ||- ||- |
|Total comprehensive income for the year ||(1107885.87) ||56799.79 |
2. KEY HIGHLIGHTS :
Total Income for the year 2018-19 fell to Rs. 4.65 Crores from Rs. 6.76 Crores in2017-18 resulting in a decline of 31.21%.
The Net Profit declined to Net Loss of Rs.1107885.87 in 2018-19 from Net Profit ofRs. 56799.79 in the previous year resulting in a decline of 94.94%
The Earnings per share (EPS) for the year is Rs. (0.336) per share resulting a declineof 99.49% as compared to Rs 0.0017 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 Bangladesh mainly because of the reason that the cost ofraw lather is much cheaper in Bangladesh as compared to India therefore Bangladeshleather garments are available in much lesser cost as compare to Indian products. Furtherthe jackets made of Polyester fabric are much cheaper in cost and easy to maintain. Chinais the 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.
4. DIVIDEND :
In view of the inadequate profits incurred no dividend has been recommended.
5. TRANSFER TO RESERVE:
During the FY 2018-19 the Company has not transferred any amount towards GeneralReserve.
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 312019 of the company to which thefinancial statements relate and the date of this report. Except that due to the adversemarket situations Company could not get sufficient orders and hence there is almost nillproduction since January 2019 onwards.The unaudited financial results for the firstquarter of the financial year 2019-2020 which the Company got published in the newspaperalnd also available at BSE website and company website shows that there is no incomeduring the quarter. Consequently the Company was forced to reduce the manpower. Even onthe date of filing this report there is no production activity. Your management is tryingto revive the situation however no material relief seems to be available in near future
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 2019.
9. CAPITAL STRUCTURE:
The Authorized Share Capital of the Company as on March 312019 stands at Rs.40000000/- divided into 4000000 equity shares of Rs. 10/- each. The Paid up EquityShare Capital as at March 312019 stood at Rs. 32918000/- divided into 3283600 equityshares of Rs. 10/- each fully paid -up and 16400 equity shares of Rs. 10/-each paid up @Rs. 51- 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 2019none 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.
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 :
In terms of Section 134 of the Companies Act 2013 (the Act) the Directors make thefollowing statements that:
a) in the preparation of the annual accounts the applicable accounting standards hadbeen followed and there is no material departures;
b) appropriate accounting policies have been selected and applied consistently andjudgments and estimates that are reasonable and prudent have been made so as to give atrue and fair view of the state of affairs of the Company as at March 312019 and of theloss of the Company for that period;
c) proper and sufficient care have 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 for the FY 2018-19 have been prepared on a going concern basis;
e) the directors have laid down adequate internal financial controls and the same werefollowed by the Company effectively. The internal control system including internalfinancial controls of the Company is monitored by an independent Internal Audit Teamwhich encompasses examination / periodic reviews to ascertain the adequacy of internalcontrols and compliance to the Company's policies. Weaknesses noted along with agreed uponaction plans are shared with the Audit Committee which ensures the orderly and efficientconduct of business and effectiveness of the system of internal control. InternalAuditors Audit Committee members and the Auditors have full and free access to all theinformation and records considered necessary to carry out the assigned responsibilities.The issues raised from time to time are suitably acted upon and followed up at differentlevels of management;
f) the directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems are 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 312019. The Board ofDirectors consists of Six (6) Directors including One Managing Director One Whole timeDirector One Whole time Director & CFO and Three (3) Non-executive IndependentDirectors including one Woman Director. The composition of the Board is in conformitywith Regulation 17 of the SEBI (Listing Obligations & Disclosure Requirements)Regulations 2015 and the relevant provisions of the Companies Act 2013. All theDirectors possess the requisite qualifications and experience in general corporateManagement Finance Banking and other allied fields which enable them to contributeeffectively to the Company in their capacity as Directors of the Company.
19. DIRECTORS :
a) APPOINTMENT/REAPPOINTMENT/ CESSATION OF DIRECTORS
There is change in Composition of Directors during the financial year ended on March31 2019.
Mr. Sanjeev Rathore was appointed as an Independent Director at AGM held on on 25thSeptember 2018 to hold office for 5 years.
Mr. Mohd Akbar has been appointed as Additional Director Independent by Board w.e.f16.02.2019 The Board recommends his appointment as independent director for approval ofthe members in the forthcoming Annual General Meeting.
As per the provisions of the Companies Act 2013 Mr. Pawan Chadha retires by rotationat the ensuing Annual General Meeting and being eligible offers herself forre-appointment. The Board recommends his re-appointment for approval of the members in theforthcoming Annual General Meeting.
Mr. Satish Kumar Verma resigned from the post of Director and Managing Director of theCompany w.e.f. 07th February 2019. The board places its appreciation on recordfor the valuable services rendered by Mr. Satish Kumar Verma during his tenure.
Mr. Karan Kanika Verma was appointed as an Additional Director on 07thFebruary 2019. Further he was appointed as Managing Director w.e.f. 08thFebruary 2019.
b) KEY MANAGERIAL PERSONNEL
The Board appointed Ms. Aprajita Abhay Mishra as a Company Secretary and ComplianceOfficer of the Company with effect from 5th May 2018 to perform the dutieswhich shall be performed by the Company Secretary under the Companies Act 2013.
In compliance of section 203 of the Companies Act 2013 Mr. Karan Kanika VermaManaging Director Mr. Pawan Chadha Whole Time Director and CFO Ms. Arpita Verma WomanWhole time Director and Ms. Aprajita Abhay Mishra Company Secretary are the KeyManagerial Personnel of the Company.
C) 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 2019.
The Board has undertaken due assessment of the declaration of independence submitted bythe Independent Directors and satisfied that the Independent Directors fulfill theconditions specified in the Act and rules made thereunder and SEBI (LODR) 2015 and areindependent of the management.
d) ANNUAL PERFORMANCE EVALUATION
In compliance with the provisions of the Act and the SEBI (LODR) 2015 a formal Annualperformance evaluation of the Board its Committees and individual directors includingthe Independent Directors was carried out during the FY 2018-19.
The Performance evaluation was carried out by the Nomination and Remuneration Committeebased on the "Annual Evaluation Framework" prepared by the Committee.
Furthermore the Independent Directors at their exclusive meeting held during the yearreviewed the performance of the Board its Chairman and non-executive directors asstipulated under the Act and SEBI (LODR) 2015.
e) SEPARATE MEETING OF INDEPENDENT DIRECTORS
In accordance with the provisions of Schedule IV to the Act and Regulation 25(3) of theSEBI (LODR) 2015 separate meetings of the Independent Directors of the Company were heldon 1 4th May 2018 to discuss relevant items including the agenda items asprescribed under the applicable laws. The meetings were attended by all the IndependentDirectors of the Company.
20. BOARD MEETINGS :
During the FY 2018-19 Seven (7) Board Meetings were held on 05th May 201814th May 2018 14th August 2018 29th October 2018 14thNovember 2018 08th December 2018 and 07th February 2019.The intervening gap between the Meetings was within the period prescribed under theCompanies Act 2013 and the SEBI LODR.
a) Statutory Auditors
In accordance with the provisions of the Act and rules made thereunder M/s. DUBEY &CO. (ICAI Registration No- 007515N) having its office at Kailash Plaza 252-FI Sant NagarEast of Kailash New Delhi - 110065 were appointed as Statutory Auditors to hold officefrom the conclusion of the 26th Annual General Meeting (AGM) held September 25 2017until the conclusion of the 32rd Annual General Meeting (AGM) to be held in the year 2022.
The Auditors Report on the financial statements for the period under review whichforms part of the Annual Report of the Company is self - explanatory in nature.
There are no qualifications reservations or adverse remarks and disclaimers made byM/s. DUBEY & CO. (ICAI Registration No- 007515N) the Statutory Auditors in theirAudit Report for the F.Y 2018-19. Further there was no fraudulent activity reported bythe Auditors of the Company for the FY 2018-19.
b) Cost Auditors
Companies (cost records and audit) (Amendment) Rules 2015 are not applicable on theCompany for the financial year 2018-19.
c) 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 2019.
There is no qualification reservation or adverse remark or disclaimer made by theauditor in the report save and except that the Secretarila has mentioned about the nonfiling of forms in respect of appointment of Ms Arpita Verma as Wholetime Director and Mr.Mohd Akbar as additional director independent the said delay is due to oversight and thenecessary Compliance will be done in near future. Further regarding Composition of NRCinformed that since the Company running into losses therefore it became very difficult tofind a independent director to join the Board of the Compnay. However in order to have thestatus like non executuve Mr. Satish Verma did not drew any salary during the finalcialyear in order to equite himself as a non executive director.disclaimer made by them indischarge of their professional obligation.
A copy of the Secretarial Audit Report is annexed herewith as Annexure -II and formspart of this report. In terms of SEBI CIRCULAR NO CIR/ CFD/CMD1/27/2019 dated February2019 your Company has also obtain Secretarial Compliance Certificate for the financialyear ended March 31 2019 from Mr. R.S. Bhatia Practicing Company Secretary for submissionwith BSE in accordance with aforesaid Circular.
A copy of the Secretarial Audit Report is annexed herewith as Annexure -II and formspart of this report.
22. 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.
23. 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 and uploaded on Company websitewww.oscar-global.net
24. 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 2018-19 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 312019 under reviewthere were no cases filed pursuant to the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013.
25. 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).
26. COMPOSITION OF COMMITTEES :
a) 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.
The Audit Committee comprises two (2) Independent Directors and one (1) PromoterDirector. Mr. Sanjeev Rathore is the Chairman of the Committee till his tenure asIndependent Director.
The details of the composition of the Committee are set out in the following table:
|S. No. ||Name ||Status ||Designation |
|1. ||Mr. Kawaljit Singh Bhatia ||Independent Director ||Member |
|2. ||Mr. Sanjeev Rathore ||Independent Director ||Chairman |
|3. ||Mr. Pawan Chadha ||Promoter Ex Director ||Member |
|4. ||Mr. Mohd. Akbar (Became member w.e.f 16.02.2019) ||Independent Director ||Member |
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.
b) Nomination and Remuneration Committee
The Board of Directors constituted a Nomination and Remuneration Committee comprisingthree (3) Independent Directors Mr. Mohd. Akbar is the Chairman of the Committee.
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 composition of the Committee during the year consists of 2 independent nonexecutive director and one promoter executive director.Mr. Satish Verma Promotor executivedirector resign w.e.f. 07.02.2019. Mr. Mohd Akbar an independent director was made memberof Committee w.e.f from 16.02.2019 Mr. Sanjeev Rathore is the Chairman of the Commitee
c) Stakeholder Relationship Committee
The Board of Directors constituted a Stakeholder Relationship Committee comprises oftwo (2) Independent Directors and one(1) Promoter Director. Mr. Sanjeev Rathore is theChairman of the Committee till his tenure as Independent Director
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. Sanjeev Rathore ||Independent Director ||Member |
|2. ||Mr. Kawaljit Singh Bhatia ||Independent Director ||Chairman |
|3. ||Mr. Pawan Chadha ||Promoter Ex Director ||Member |
27. MANAGEMENT DISCUSSION AND ANALYSIS REPORT :
In compliance with the applicable provisions of the SEBI (LODR) 2015 a detailedManagement Discussion & Analysis Report forming part of the Annual Report and isannexed as Annexure -A' to this Report.
28. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO :
Particulars related to the conservation of energy technology absorption and foreignexchange earnings and outgo as required under Section 134 of the Act read with Rule 8(3)of the Companies (Accounts) Rules 2014 is annexed as Annexure - C' to this Report.
29. 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- D'and forms part of this Report. Interms of Section 136(1) of the Companies Act 2013 the Report and the Accounts are beingsent to the Members excluding the aforesaid Annexure. Any Member interested in obtaining acopy of the Annexure may write to the Company Secretary at the Registered Office of theCompany.
30. OTHER INFORMATION :
i. Sweat Equity Shares Employee Stock Option / Right Issue / Preferential Issue :-
The Company has neither come up with any Right Issue/ Preferential Issue nor issuedany Sweat Equity Shares and not provided any Stock Option Scheme to the employees duringthe period under review.
ii. Significant and material orders passed by the regulators :-
No significant and material orders have been passed during the FY 2018-19 by theregulators or courts or tribunals affecting the going concern status and Company'soperations in the future.
iii. Material Changes & Commitments :-
No material changes and commitments have occurred which can affect the financialposition of the Company between the end of the FY and the date of this Report.
iv. Change in Nature of business if any :-
There is no change in the nature of business of the Company during the year underreview.
The Board of Directors expresses their sincere appreciation to all the stakeholders ofthe Company for the trust confidence and support best owed upon us. The Board ofDirectors is also grateful to the holding and fellow subsidiary companies for theircontribution towards the growth and success of the Company.
The Board of Directors assures to uphold the Company's commitment towards acting withhonesty integrity and respect and to be responsible and accountable to all thestakeholders of the Company.
| ||By Order of the Board For an on behalf of Oscar Global Limited || |
| ||Sd /- ||Sd /- |
| ||Pawan Chadha ||Karan Kanika Verma |
|Date : 12.08.2019 ||Whole time Director & CFO ||Managing Director |
|Place : New Delhi ||DIN 00415795 ||DIN: 00034343 |