Oseaspre Consultants Ltd.
|BSE: 509782||Sector: Financials|
|NSE: N.A.||ISIN Code: INE880P01015|
|BSE 05:30 | 01 Jan||Oseaspre Consultants Ltd|
|NSE 05:30 | 01 Jan||Oseaspre Consultants Ltd|
Oseaspre Consultants Ltd. (OSEASPRECONS) - Director Report
Company director report
TO THE MEMBERS
The Directors hereby present their Thirty-Seventh Report on the business and operationsof the Company alongwith the Audited financial statements for the year ended 31stMarch 2019. These Financials have been prepared in accordance with Indian AccountingStandards (Ind- AS) as required under the Companies Act 2013:
1. FINANCIAL RESULTS:
(Amounts in ?)
(Previous year figures have been regrouped wherever necessary and have been re-statedas per the Ind AS requirements) During the year under review the Company has made Profitbefore taxation of ? 104320/- as against the loss of (? 288813/-) in the last year.
Your Directors have not recommended payment of any dividend for the Financial Year2018-19.
The Company has rented its factory premises located at Valsad Gujarat.
4. HOLDING AND SUBSIDIARIES:
The Company does not have any holding subsidiary joint venture or associateCompanies.
The Company has not accepted any deposits from the public in the Financial Year2018-19.
6. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND
FOREIGN EXCHANGE EARNINGS AND OUTGO:
In view of the nature of activities which are being carried out by your Company theprovisions of Section 134(3)(m) of the Companies Act 2013 read with Rule 8(3) of theCompanies (Accounts) Rules 2014 pertaining to the conservation of energy and technologyabsorption are not applicable to your Company.
There were no Foreign Exchange earnings or outgo during the period.
7. RELATED PARTY TRANSACTIONS:
The Company's policy on dealing with Related Party Transactions is disclosed on theCompany's website at www.oseaspre.com
All transactions entered into with Related Parties as defined under the Companies Act2013 and Regulation 23 of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 during the financial year were in the ordinary course of business and onan arm's length basis and do not attract the provisions of Section 188 of the CompaniesAct 2013.
During the year under review the Company did not enter into any contract / arrangement/ transaction with related parties which could be considered material in accordance withthe related party transactions. The related party transactions are disclosed under NoteNo. 27 of the Notes to the Financial Statements for the year 201819.
8. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:
During the year under review the Company has no outstanding Loans Guarantees orInvestments pursuant to Section 186 of the Companies Act 2013.
9. EXTRACT OF ANNUAL RETURN AS REQUIRED AND PRESCRIBED UNDER SECTION 92(3) OF THECOMPANIES ACT 2013 AND RULES MADE THEREUNDER:
Pursuant to the provisions of Section 134(3)(a) and Section 92 of the Companies Act
2013 read with Rule 12 of the Companies (Management and Administration) Rules
2014 the extract of Annual Return of the Company as at 31st March 2019 is uploaded onthe website of the Company at www.oseaspre.com
10. DIRECTORS AND KEY MANGERIAL PERSONNEL:
The Independent Director of the Company namely Mr. Girish Advani (DIN: 05264838) hasstepped down from the Board of the Company w.e.f. 29th August 2019 due topersonal commitments.
On expiry of the first term of five years of appointment as the Independent Director ofthe Company on 25th September 2019 Mr. J. C. Bham (DIN: 02806038) and Mr. S.Raja (DIN: 03149272) have expressed their desire of not seeking re-appointment as theIndependent Directors for the second term and have shown their willingness to be on theBoard of the Company as the Non-Independent Non-Executive Directors. The Board places onrecord its appreciation towards the valuable contribution made by them during their tenureas the Independent Directors of the Company.
During the year under review the existing Independent Director of the Company Mr.Dhun Sorabji Gagrat (DIN: 00017082) who was appointed as such by the members of theCompany at the 32nd Annual General Meeting (AGM) of the Company for a term of 5(five) consecutive years which expires on 25th September 2019 is beingre-appointed as the Independent Director of the Company in terms of Section 149 of theCompanies Act 2013 and the rules made thereunder for a second term of five (5)consecutive years commencing from the conclusion of the ensuing AGM till the AGM to beheld in the year 2024 not liable to retire by rotation.
The Board has appointed Mr. Sanjive Arora (DIN: 07852459) as the AdditionalDirector of the Company with effect from 29th August 2019 to hold office upto the date of ensuing AGM of the Company in terms of Section 161 of the Companies Act2013 ("Act") and is eligible for appointment.
In line with the applicable provisions of Sections 149 160 and all other applicableprovisions of the Companies Act 2013 along with the rules made thereunder read with SEBIListing Regulations as amended from time to time Mr. Sanjive Arora is being appointed asthe Independent Director of the Company for the term of five (5) consecutive yearscommencing from the conclusion of the ensuing AGM till the AGM to be held in the year2024 not liable to retire by rotation.
The Company has received declarations from all the Directors of the Company confirmingthat they are not disqualified under Section 164(2) of the Companies Act 2013 from beingappointed as the Directors of the Company and have also affirmed compliance with the WadiaCode of Ethics and Business Principles as required under Regulation 26(3) of SEBI (LODR)Regulations 2015.
DIRECTOR RETIRING BY ROTATION
In accordance with the applicable provisions of the Companies Act 2013 Mrs. BakhtavarAdy Pardiwalla (DIN: 06721889) a Non - Executive Director on the Board of the Companyretires by rotation and being eligible has offered herself for reappointment. Necessaryinformation for the re-appointment of Mrs. Bakhtavar Ady Pardiwalla has been provided inthe notice convening the ensuing AGM. During the year the Non-Executive Director of theCompany had no pecuniary relationship or transactions with the Company.
Your Directors have recommended her reappointment as the Non-Executive Director on theBoard of the Company.
APPOINTMENT OF MANAGER
The Company has pursuant to the provisions of Sections 2(51) 2(53) 196 197 203 andSchedule V of the Companies Act 2013 ("the Act") read with other applicableprovisions of Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 including any statutory modifications thereof appointed Mr. Ankush Shah CharteredAccountant (Membership No: 129834) as the Manager of the Company for a period of five(5)years with effect from April 10 2019 on such terms and conditions and on suchremuneration as may be decided by the Board of the Company.
Further necessary resolutions for the appointment / re-appointment of the aforesaidDirectors and the Manager have been included in the Notice convening the ensuing AGM andrequisite details have been provided in the explanatory statement of the Notice.
11. MEETING OF THE BOARD OF DIRECTORS
During the year under review total Four (4) Board Meetings were held on May 25 2018August 10 2018 November 2 2018 and February 7 2019 respectively. The Company hasadhered to the timeline of gap required to be maintained between each of the Boardmeetings as prescribed under the Companies Act 2013.
12. BOARD EVALUATION
The Companies Act 2013 stipulates evaluation of the performance of the Board itsCommittees Individual Directors and the Chairman respectively.
With the objective of enhancing the effectiveness of the Board the Nomination &Remuneration Committee (NRC) has formulated the methodology and criteria to evaluate theperformance of the Board and the individual Directors of the Company.
The evaluation framework for assessing the performance of Directors comprises ofvarious key areas such as attendance at the Board and the Committee Meetings quality
of contribution strategic insights or inputs regarding future growth of the Companyand its performance ability to challenge views in a constructive manner knowledgeacquired with regard to the Company's business/activities understanding of industry andglobal trends etc.
Pursuant to the provisions of the Companies Act 2013 and Regulation 17 of ListingRegulations 2015 the Board has carried out an annual performance evaluation of its ownperformance the Directors individually as well as of the Committees of the Board.
The performance evaluation of the Independent Directors was carried out by the entireBoard excluding the Director being evaluated. The performance evaluation of the Chairmanand the Non-Independent Directors was carried out by the Independent Directors.Qualitative comments and suggestions of Directors were taken into consideration by theChairman of the Board and the Chairman of the Nomination and Remuneration Committee. TheDirectors have expressed their satisfaction with the evaluation process.
The Board reviewed the performance of each of the Directors of the Company andexpressed its satisfaction on the same.
13. Nomination and Remuneration Policy/ Charter
The Board has adopted on recommendation of the Nomination and Remuneration Committeea policy for selection and appointment of Directors Senior Management and theirremuneration. The Nomination & Remuneration Charter has been posted on the website ofthe Company at www.oseaspre.com
14. Independent Directors Meeting
During the year under review the Independent Directors met on March 26 2019 interalia to discuss:
Evaluation of the performance of the Board as a whole;
Evaluation of performance of the Non-Independent Non-Executive Directors andChairman of the Board;
To assess the quality quantity and timelines of the flow of information betweenthe Company and the Board that is necessary for the Board to effectively and reasonablyperform their duties.
All the Independent Directors were present at the meeting.
15. AUDIT COMMITTEE:
Your Company has constituted the Audit Committee in terms of the requirements of theCompanies Act 2013 and the rules made thereunder comprising of three IndependentDirectors namely Mr. S. Raja Mr. J. C. Bham and Mr. Girish Advani respectively.
During the year under review the Committee met four times viz. May 25 2018 August10 2019 November 02 2018 and February 07 2019 respectively.
The Company has established a vigil mechanism through the committee wherein thegenuine concerns are expressed by the employees and other Directors. The Company has alsoprovided adequate safeguards against victimization of employees and directors who expresstheir concerns. The Company has provided the details of the vigil mechanism in the WhistleBlower Policy and also posted on the website of the Company.
The Audit Committee has been reconstituted due to discontinuance of one of the Directorfrom the Company viz. Mr. Girish Advani. The Company has appointed Mr. Sanjive Arora (DIN:07852459) as the additional Director in the category of Non-
Executive Independent Director on the Board of the Company who shall also be a memberof the Audit Committee of the Board. Accordingly the revised composition of the committeeincludes Mr. S. Raja Mr. D. S. Gagrat and Mr. Sanjive Arora respectively.
16. NOMINATION AND REMUNERATION COMMITTEE:
Your Company has constituted a Nomination and Remuneration Committee (NRC) in terms ofthe requirements of the Companies Act 2013 and the rules made thereunder comprising ofthree Independent Directors namely Mr. Girish Advani (Chairman) Mr. J. C. Bham and Mr.S. Raja respectively. The Company has duly complied with the provisions of Section 178(1)of the Companies Act 2013 i.e. majority of its members are independent. During the yearunder review the Committee met on 26th March 2019.
The broad terms of reference of the Nomination and Remuneration Committee includes:
Setup and composition of the Board its committees.
Evaluation of performance of the Board its committees and Individual Directors.
Remuneration for Directors KMP and other employees.
The NRC has been reconstituted due to discontinuance of one of the Director from theCompany viz. Mr. Girish Advani. The Company has appointed Mr. Sanjive Arora (DIN:07852459) as the additional Director in the category of Non-Executive Independent Directoron the Board of the Company who shall also be a member of the Committee. Accordingly therevised composition of the committee includes Mr. Sanjive Arora Mr. J. C. Bham and Mr. D.S. Gagrat and respectively.
17. DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to Section 134(5) of the Companies Act 2013 the Board of Directors to thebest of their knowledge confirms that:
1) in the preparation of the Annual Accounts the applicable accounting standards havebeen followed and there are no material departures;
2) they have selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the Company at the end of the financial year and of the profitof the Company for that period;
3) 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;
4) they have prepared the Annual Accounts on a going concern basis; and
5) they have devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems are adequate and operating effectively.
6) they have laid down internal financial controls to be followed by the Company andthat such internal financial controls are adequate and are operating effectively.
Based on the framework of internal financial controls and compliance systemsestablished and maintained by the Company work performed by the internal statutory andsecretarial auditors and the reviews performed by Management and the relevant BoardCommittees including the Audit Committee the Board is of the opinion that the Company'sinternal financial controls were adequate and effective during the financial year 2018-19.
18. PARTICULARS OF EMPLOYEES:
The Information as per Section 197(12) of the Companies Act 2013 read with Rule 5(1)of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 formspart of this Report as "Annexure A".
Pursuant to Section 139 of the Companies Act 2013 and Rules made thereunder theCompany at its Annual General Meeting held on 30th September 2015 appointedM/s. Kalyaniwalla & Mistry Chartered Accountants Mumbai (ICAI Registration No.104607W) as the statutory Auditor of the Company for a period of five years commencingfrom the 33rd Annual General Meeting (AGM) until the conclusion of the 38thAGM on such remuneration as may be fixed by the Board apart from reimbursement of out ofpocket expenses as may be incurred by them for the purpose of audit.
Pursuant to amendments in Section 139 of the Companies Act 2013 the requirements toplace the matter relating to such appointment for ratification by members at every AnnualGeneral Meeting has been done away with.
The Report given by the auditors on the Financial Statement of the Company for F.Y 2018- 19 forms part of the Annual Report.
Pursuant to the provisions of Section 204 of the Companies Act 2013 and The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed M/s. Parikh & Associates Company Secretaries in Practice to undertake theSecretarial Audit of the Company. The Report of the Secretarial Auditor is annexedherewith as "Annexure B".
The Internal Auditor of the Company - M/s. K. S. Thar & Co. Chartered Accountants(Firm Regn No. 110959W) have conducted the internal audit of the Company for the F.Y2018-19. The reports and findings of the Internal Auditor are periodically reviewed by theAudit Committee.
20. SIGNIFICANT OR MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS:
There have been no significant and material orders passed by the regulators courts andtribunals impacting the going concern status and the Company's operations in future.
21. MATERIAL CHANGES:
No material changes and commitments affecting the financial position of the Companyoccurred between the end of the financial year of the Company to which this financialstatement relates up to the date of this report.
22. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:
Internal Audit plays a key role in providing assurance to the Board of Directors withrespect to the Company having adequate Internal Financial Control Systems. The Company hasadequate Internal Control System and processes in place with respect to its financialstatements which provides reasonable assurance and reliability of financial reporting andpreparation of Financial Statements.
The reports and findings of the internal auditor and the internal control system arereviewed periodically by the Audit Committee. To maintain its objectivity andindependence the Internal Audit function reports to the Chairman of the Audit Committeeof the Board.
23. INDIAN ACCOUNTING STANDARDS (Ind AS):
Your Company has adopted Indian Accounting Standards ("Ind AS") for theaccounting period beginning from 01st April 2018 pursuant to Ministry ofCorporate Affairs Notification dated 16th February 2015 notifying theCompanies (Indian Accounting Standard) Rules 2015.
24. AUDITORS QUALIFICATIONS:
The Statutory Auditors' Report does not contain any qualification reservation oradverse remarks.
However the Secretarial Auditors had made certain qualification in their reportregarding non - appointment of a Key Managerial Personnel as required under Section 203(1)(i) of the Companies Act 2013. In lieu of this qualification the Company has appointed aKey Managerial Personnel subsequently.
25. RISK MANAGEMENT POLICY:
The Company has formulated a Risk Assessment & Management Policy duly reviewed bythe Audit Committee establishing the philosophy of the Company towards riskidentification analysis and prioritization of risks development of risk mitigation plansand reporting to the Board periodically. The Policy is applicable to all the functions anddepartments of the Company. The said Policy is available on the website of the Company atwww.oseaspre.com
26. DISCLOSURES AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013:
The Company has zero tolerance for sexual harassment at workplace and has adopted aPolicy on prevention prohibition and redressal of sexual harassment at workplace in linewith the provisions of the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013 and the Rules thereunder for prevention and redressalof complaints of sexual harassment at workplace.
The Company has not received any complaint on sexual harassment during the financialyear 2018-19
27. CODE OF CONDUCT
The Board of Directors has adopted the Code of Ethics and Business Principles forNon-Executive Directors as also for the employees including Whole-Time Directors and othermembers of Senior Management. All members of the Board and senior management personnelhave affirmed compliance with the Code. The said Code has been communicated to all theDirectors and members of the Senior Management. The Code has also been posted on theCompany's website on www.oseaspre.com .
28. PREVENTION OF INSIDER TRADING CODE:
The Company has adopted a Code of Conduct to regulate monitor and report trading byDesignated Persons and code of practices and procedures for fair disclosures ofunpublished price sensitive information ("Code") in terms of SEBI (Prohibitionof Insider Trading) Regulations 2015 and any statutory amendment (s)/ modification(s)thereof. In compliance with the SEBI (Prohibition of Insider Trading) (Amendment)Regulations 2018 ("Amendment Regulations") Company has amended the Code.
The Code is applicable to Directors Employees Designated Persons and other ConnectedPersons of the Company.
29. CORPORATE SOCIAL RESPONSIBILTY:
The provisions of Section 135 of the Companies Act 2013 are not applicable to theCompany and hence the Company is not required to incur any Corporate Social Responsibilityexpenses during the year under review.
30. CORPORATE GOVERNANCE:
The provisions of Regulation 34 of Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 with respect to the CorporateGovernance Report is not applicable to the Company.
31. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
The provisions of Regulation 34 of Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 with regards to the ManagementDiscussion and Analysis Report is not applicable to the Company.
32. COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND ANNUAL GENERAL MEETINGS.
The Company has complied with the Secretarial Standards issued by the Institute ofCompany Secretaries of India on Board meetings and Annual General Meetings.
The Directors express their appreciation to all the employees of the Company for theirdiligence and contribution of their performance. The Directors also record theirappreciation for the support and co-operation received from franchisees dealers agentssuppliers bankers and all other stakeholders. Last but not the least the Directors wishto thank all shareholders for their continued support.