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|
|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|
TO THE MEMBERS
Your Directors present the Fortieth (40th) Board's Report on the business andoperations of the Company along with the Audited Financial Statements for the FinancialYear ("FY") ended 31st March 2022.
1. FINANCIAL RESULTS:
During the year under review the Company has made Loss after tax of Rs. 5.01 (InLakhs) as against the Loss of Rs. 4.14 (In Lakhs) in the previous year.
ACCOUNTING TREATMENT IN PREPARATION OF FINANCIAL STATEMENTS
The Financial Statements have been prepared in accordance with Indian AceountingStandards (Ind AS) as per the Companies (Indian Accounting Standards) Rules 2015 notifiedunder Section 133 and other relevant provisions of the Companies Act 2013.
Considering the loss incurred in the current financial year and keeping in view thefuture fund requirements of the Company your Directors have not recommended any dividendfor the Financial Year.
3. TRANSFER TO RESERVE:
The Company has not proposed to transfer any amount to the General Reserve.
The Company has rented its factory premises located at Valsad Gujarat.
5. 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 Year2021-2022.
7. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO:
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.
8. RELATED PARTY TRANSACTIONS:
As a part of its philosophy of adhering to highest ethical standards transparency andaccountability your Company has historically adopted the practice of undertaking relatedparty transactions only in the ordinary and normal course of business and at arm's length.
During the year all transactions entered into with the related parties as definedunder the Companies Act 2013 were in the ordinary course of business and on arm's lengthbasis and do not attract the provisions of Section 188 of the Companies Act 2013. Therewere no materially significant transactions with the related parties during the financialyear. Also suitable disclosure as required by the Indian Accounting Standards (Ind AS 24)has been made in the notes to Financial Statements which forms a part of the AnnualReport.
POLICY ON RELATED PARTY TRANSACTIONS
As per Regulation 15 of SEBI (LODR) Regulations 2015 Company is exempted fromcomplying with Regulation 23 of SEBI (LODR) Regulations 2015 and hence preparing a Policyon Related Party Transactions is not applicable to the Company.
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 transaction is disclosed under Note No.26 of the Notes to the Financial Statements for the year 2021-2022.
9. 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.
10. ANNUAL RETURN:
The MCA vide the Companies (Management and Administration) Amendment Rules 2021 datedMarch 05 2021 substituted Rule 12 of the Rules as "A copy of the annual return shallbe filed with the Registrar with such fees as may be specified for this purpose ".With the said amendment the MCA has done away with the requirement of attaching theextract of the annual return in Form No. MGT 9 with the Board's Report even for thosecompanies which do not have websites thereby simplifying the format of the Board'sReport. Companies which are having websites are required to place the copy of their annualreturn in e-form MGT-7 on the website of the Company.
Pursuant to the said amendment the copy of the annual return in e-form MGT-7 isuploaded on the website of the company i.e www.oseaspre.com.
11. DIRECTORS AND KEY MANGERIAL PERSONNEL:
The Board have approved the following appointments/resignation of Directors and KeyManagerial Personnel:
Mr. D.S. Gagrat (DIN: 00017082) a Non-Executive Independent Director resigned from theBoard of the Company w.e.f. 10th August 2021 due to his advanced age and resulting healthissue.
Mr. N.H. Datanwala (DIN: 00047544) was appointed as an Additional Non-ExecutiveIndependent Director of the Company w.e.f 10th August 2021 who holds office up to thedate of ensuing AGM of the Company in terms of Section 161 of the Companies Act 2013("Act') and is eligible for appointment. In line with the provisions of Sections 149160 and other applicable provisions of the Act read with applicable rules madethereunder. Mr. N.H. Datanwala is being appointed as an Independent Director for fiveconsecutive years from the date of his appointment i.e. 10th August 2021 to 9th August2026.
Pursuant to the provisions of Section 149 of the Act the Independent Directors havesubmitted declarations that each of them meet the criteria of independence as provided inSection 149(6) of the Act along with Rules framed thereunder and Regulation 16(l)(b) ofthe Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015 ("SEBI Listing Regulations"). There has been nochange in the circumstances affecting their status as Independent Directors of theCompany.
During the year under review the Non-Executive Directors of the Company had nopecuniary relationship or transactions with the Company.
Pursuant to the provisions of Section 203 of the Act the Key Managerial Personnel ofthe Company as on 3E March 2022 are Mr. Ganesh S. Pardeshi Company Secretary andChief Einancial Officer and Mr. Ankush M. Shah Manager.
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.
12. DIRECTOR RETIRING BY ROTATION
The Chairman briefed the Board that pursuant to the provisions of Section 152 and allother applicable provisions if any of the Companies Act 2013 and the rules madethereunder not less than one-third of the total number of Directors of a Public Companywere liable to retire by rotation at every Annual General Meeting of the Company. Suchretiring Director would be eligible for re-appointment only subject to approval of themembers of the Company in the ensuing General Meeting.
In accordance with the applicable provisions of the Companies Act 2013 Mr. S. Raja(DIN: 03149272) a Non - Executive Director on the Board of the Company retires byrotation and being eligible to offers himself for re-appointment. Necessary informationfor the reappointment of Mr. S. Raja has been provided in "Annexure I" of theNotice convening the ensuing Annual General Meeting. During the year the Non - ExecutiveDirector of the Company had no pecuniary relationship or transactions with the Company.
13. MEETING OF THE BOARD OF DIRECTORS
During the year under review total Five (5) Board Meetings were held on 25th May2021 10th August 2021 11th August 2021 11th November 2021 and 9th February 2022respectively. The Company has adhered to the timeline of gap required to be maintainedbetween each of the Board meetings as prescribed under the Companies Act 2013.
14. BOARD EVALUATION
Pursuant to the provisions of the Act and Regulation 17 of Listing Regulations theBoard has carried out an annual performance valuation of its own performance and that ofits statutory committee's viz. Audit Committee Nomination and Remuneration Committee andthat of the individual Directors.
The evaluation framework for assessing the performance of Directors comprises ofvarious key areas such as attendance at the Board and the Committee Meetings quality ofcontribution strategic insights or inputs regarding future growth of the Company and itsperformance ability to challenge views in a constructive manner knowledge acquired withregard to the Company's business/activities understanding of industry and global trendsetc.
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.
15. Independent Directors Meeting
During the year under review the Independent Directors met on February 2022 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.
16. AUDIT COMMITTEE:
The Audit Committee is constituted by the Board of Directors of the Company inaccordance with the provisions of Section 177 of the Companies Act 2013 read withRegulation 18 of Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015. The Members of the Audit Committee arefinancially literate and have requisite accounting and financial management expertise.
Mr. Sanjive Arora Mr. N.H. Datanwala Independent Directors and one Non IndependentDirector Mr. S. Raja are the members of the Committee respectively .
During the year under review total Four (4) Audit Committee Meetings were held on 24*May 2021 11* August 2021 11* November 2021 and 9* February 2022 respectively.
The Board has adopted an Audit Committee Charter for its functioning. The AuditCommittee Charter has been uploaded on the company's website i.e. www.oseaspre.com
17. NOMINATION AND REMUNERATION COMMITTEE:
The Company has constituted a Nomination and Remuneration Committee (NRC) in conformitywith the provisions of Section 178 of the Companies Act 2013 read with Regulation 18 ofSecurities and Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations 2015.
The Company has Nomination and Remuneration Policy which provides the criteria fordetermining qualifications positive attributes independence of a Director and policyrelating to remuneration for Directors Key Managerial Personnel and other employees inaccordance with the provisions of Section 178 of the Companies Act 2013. The Nominationand Remuneration Policy of the Company is hosted on the Company's Website at:www.oseaspre.com.
Mr. Sanjive Arora Mr. N.H. Datanwala Independent Directors and one Non IndependentDirector Mr. J. C. Bham are the members of the Committee respectively. During the yearunder review the Committee met on 10th August 2021 and 9th February 2022.
The broad terms of reference of the Nomination and Remuneration Committee includes:
Setup and composition of the Board and its committees.
Evaluation of performance of the Board its committees and Individual Directors.
Remuneration for Directors KMP and other employees.
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
18. VIGIL MECHANISM POLICY:
The Board of Directors of the Company has pursuant to the provisions of Section 177 (9)of the Companies Act 2013 read with Rule 7 of the Companies (Meetings of Board and itsPowers) Rules 2014 established Vigil Mechanism Policy-Whistle Blower Policy forDirectors and employees of the Company to provide a mechanism which ensures adequatesafeguards to employees and Directors from any victimization on raising of concerns of anyviolations of legal or regulatory requirements incorrect or misrepresentation of anyfinancial statements and/or reports etc. The employees of the Company have the right toreport their concern or grievance to the Chairman of the Audit Committee. The Company iscommitted to adhere to the highest standards of ethical moral and legal conduct ofbusiness operations. The Whistle Blower Policy is hosted on the Company's website at:www.oseaspre.com.
19. 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 loss for thatperiod;
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 year2021-2022.
20. PARTICULARS OF EMPLOYEES:
Details of remuneration of Directors KMP's and employees as per Section 197 of theCompanies Act 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 forms part of Report as "Annexure A".
However as per the provisions of Section 136 of the Companies Act 2013 the AnnualReport is being sent to the Members and others entitled thereto excluding the informationon employees' remuneration particulars as required under Rule 5(2) & (3) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014. Thedisclosure is available for inspection by the Members at the Registered Office of theCompany during business hours on all working days of the Company up to the date of theensuing Annual General Meeting. Any Member interested in obtaining a copy thereof maywrite to them an email to firstname.lastname@example.org
21. AUDITORS AND REPORTS:
The matters related to Auditors and their reports are as under:
Pursuant to Section 139 of the Companies Act 2013 and Rules made thereunder appointedM/s. Kalyaniwalla & Mistry Chartered Accountants Mumbai (ICAI Registration No.104607W) as the statutory Auditor of the Company for the second term for a period of fiveyears commencing from the 38th Annual General Meeting (AGM) until the conclusion of the43rd AGM at a remuneration determined by the Board of Directors of the Company as per therecommendation of the Audit Committee.
The Report given by the M/s. Kalyaniwalla & Mistry LLP Chartered Accountants onthe Financial Statement of the Company for F.Y 2021- 22 forms part of the Annual Report.
Observations Of Statutory Auditors On Accounts For The Year Ended 31st March 2022
The Auditor's Report for the fmaneial year ended 31st March 2022 does not contain anyqualification reservation or adverse remark and therefore does not call for any furtherexplanation or comments from the Board under Section 134(3) of the Companies Act 2013.
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 said reports do not contain any observation or qualification requiring explanationor comments from the Board under Section 134(3) of the Companies Act 2013.
The Company has complied with all applicable mandatory Secretarial Standards issued bythe Institute of Company Secretaries of India.
The Internal Auditor of the Company-M/s. K.S. Thar & Co. CharteredAccountants (Registration No. 110959W) have conducted the internal audit of the Companyfor the F.Y. 2021-2022. The reports and findings of the Internal Auditor are periodicallyreviewed by the Audit Committee.
During the year under review there were no instances of fraud falling within thepurview of Section 143 (12) of the Companies Act 2013 and rules made thereunder byofficers or employees reported by the Statutory Auditors of the Company during the courseof the audit conducted.
22. 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.
23. 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.
24. 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.
25. RISK MANAGEMENT POLICY:
Risks are events situations or circumstances which may lead to negative consequenceson the Company's businesses. Risk management is a structured approach to manageuncertainty. The Company has formulated a Risk Management Policy for dealing withdifferent kinds of risks and risk mitigating measures to be adopted by the Board. TheCompany has adequate internal control systems and procedures to combat the risk. The RiskManagement procedure will be reviewed by the Audit Committee and Board of Directors ontime to time basis. 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. The policy aims to provideprotection to employees at the workplace and prevent and redress complaints of sexualharassment and for matters connected or incidental thereto with the objective ofproviding a safe working environment where employees feel secure.
The Company has not received any complaint of sexual harassment during the financialyear 2021-2022. The policy for Sexual Harassment of Women at Workplace has been posted onthe Company's website i.e. www.oseaspre.com
27. CODE OF CONDUCT
The Board of Directors has adopted the Code of Ethics and Business Principles for NonExecutive Directors as also for the employees including Whole-Time Directors Manager andother members of Senior Management. All members of the Board and senior managementpersonnel have affirmed compliance with the Code. The said Code has been communicated toall the Directors and members of the Senior Management. The Code has also been posted onthe Company 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 w.r.t Corporate SocialResponsibility are not applicable to the Company.
30. CORPORATE GOVERNANCE:
Your Company continues to place greater emphasis on managing its affairs withdiligence transparency responsibility and accountability and is committed to adoptingand adhering to best Corporate Governance practices. The Board considers itself as atrustee of its shareholders and acknowledges its responsibilities towards them forcreation and safeguarding their wealth. As a part of its growth strategy it is committedto high levels of ethics and integrity in all its business dealings that avoid conflictsof interest.
However as per provisions of Regulation 15 of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 providing a separate report on Corporate Governance underRegulation 34 read with Schedule V of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 is not applicable to the Company.
31. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
Pursuant to Regulation 34(2)(e) management discussion & analysis report forms partof director's report. Statements in this Management Discussion & Analysis of FinancialCondition and Results of Operations of the Company describing the Company's objectivesexpectations or predictions may be forward looking within the meaning of applicablesecurities laws and regulations.
The financial statements are prepared on accrual basis of accounting and in accordancewith the provisions of the Companies Act 2013 and the Indian Accounting Standards("Ind AS") as notified under the Companies (Indian Accounting Standards)(Amendment) Rules 2016 issued by Ministry of Corporate Affairs in respect of sections 133of Companies Aet 2013. The management of Techno jet Consultants Limited has used estimatesand judgments relating to the financial statements on a prudent and reasonable basis inorder that the financial statements reflect in a true and fair manner for the year.
Risks & Concerns
Risk is inherent to business and the Company is no exception. The Company has adequateinternal control systems & procedures to combat the risk. The Company has adetailed risk management policy in place. The continued threat of Covid-19 remains a majorrisk for the industry this year. Apart from that rising inflation continues to be amajor concern.
Internal Control Systems & Adequacy
The Company has an Internal Control System commensurate with the size scale andcomplexity of its operations.
M/s. K.S. Thar & Co. was the internal anditor of the Company for F.Y. 2021-22. TheInternal auditors monitor and evaluate the efficacy and adequacy of internal controlsystems in the Company its compliance with operating systems accounting procedures andpolicies at all locations of the Company. Based on the internal audit proeess ownersundertake eorrective action in the respective areas and thereby strengthen the controls.Significant audit observations and correetive actions thereon are presented to the AuditCommittee of the Board.
Key Financial Ratios
Since there are no business operations from last few years in the Company soidentifying and comparison of key financial ratios is not possible. Therefore thecomparison of Key Financial Ratios is NIL.
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 agents suppliers bankers andall other stakeholders. Last but not the least the Directors wish to thank allshareholders for their continued support.