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Oseaspre Consultants Ltd.

BSE: 509782 Sector: Financials
NSE: N.A. ISIN Code: INE880P01015
BSE 05:30 | 01 Jan Oseaspre Consultants Ltd
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Oseaspre Consultants Ltd. (OSEASPRECONS) - Director Report

Company director report

OSEASPRE CONSULTANTS LIMITED

Your Directors present the Thirty Eight (38th) Annual Report on the businessand operations of the Company along with the Audited Financial Statements for theFinancial Year ("FY") ended 31st March 2020.

1. FINANCIAL RESULTS:

(Amounts in)
For the year ended 31st March 2020 For the year ended 31st March 2019
(Loss) / Profit before taxation (564932) 104320
Less: Tax Expense
Current tax - 20000
Deferred Tax - -
Income tax of prior years * -
Profit /(Loss) after taxation (564742) 84320
Add: Balance brought forward from earlier year 7191869 7107549
Balance carried to Balance Sheet 6627127 7191869

* Denote value less than 1000/-.

During the year under review the Company has made Loss before taxation of Rs.564932as against the Profit of Rs.104320/- in the previous year.

2. DIVIDEND:

Your Directors have not recommended payment of any dividend for the Financial Year2019-2020.

3. OPERATIONS:

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.

5. DEPOSITS:

The Company has not accepted any deposits from the public in the Financial Year2019-2020.

6. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGSAND 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 provisions of Regulation 23 of Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 with respect to the Companypolicy on dealing with Related Party Transactions is not applicable to the Company.

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 transaction is disclosed under Note No.27 of the Notes to the Financial Statements for the year 2019-2020.

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) OFTHE COMPANIES ACT 2013 AND RULES MADE THEREUNDER:

Pursuant to the provisions of Section 134(3)(a) and Section 92 of the Companies Act2013 read with Rule 12 of the Companies (Management and Administration) Rules 2014 theextract of Annual Return of the Company as at 31st March 2020 is uploaded onthe website of the Company at www.oseaspre.com

10. DIRECTORS AND KEY MANGERIAL PERSONNEL:

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(1)(b) ofthe Securities and Exchange Board of India (Listing Obligations and

Disclosure Requirements) Regulations 2015 ("SEBI Listing Regulations").There has been no change in the circumstances affecting their status as IndependentDirectors of the Company.

During the year under review the Non-Executive Directors of the Company had nopecuniary relationship or transactions with the Company.

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 being appointed as the Directors of the Company and have also affirmedcompliance with the Wadia Code of Ethics and Business Principles as required underRegulation 26(3) of SEBI (LODR) Regulations 2015.

Pursuant to the provisions of Section 203 of the Act the Key Managerial Personnel ofthe Company as on 31st March 2020 are Mr. Ganesh S. Pardeshi CompanySecretary and Chief Financial Officer and Mr. Ankush M. Shah Manager.

DIRECTOR RETIRING BY ROTATION

In accordance with the applicable provisions of the Companies Act 2013 Mrs. BakhtavarA. Pardiwalla (DIN: 06721889) a Non Executive Director on the Board of the Companyretires by rotation and being eligible to offers herself for re-appointment. Necessaryinformation for the re-appointment of Mrs. Bakhtavar A. Pardiwalla has been provided in"Annexure I" of the Notice convening the ensuing AGM. During the year the NonExecutive Director of the Company had no pecuniary relationship or transactions with theCompany.

Your Directors have recommended her reappointment as the Non Executive Director on theBoard of the Company.

11. MEETING OF THE BOARD OF DIRECTORS

During the year under review total Six (6) Board Meetings were held on 10thApril 2019 27th May 2019 12th August 2019 29thAugust 2019 7th November 2019 and 5th February 2020respectively. 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.

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 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.

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

Ministry of Corporate Affairs was issued circular no. 11/2020 dated 24thMarch 2020 in view of the situation emerging out of the outbreak of COVID-19 whichrequires adherence of social distancing norms. According to point no. (IV) of the saidCircular it was clarified that if the Company unable to hold Independent Director Meetingfor the F.Y. 2019-2020 the same shall not be viewed as violation. Pursuant to saidCircular Company was not hold Annual Independent Director Meeting for the F.Y. 2019-2020.

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 two Independent Directorsnamely Mr. Sanjive Arora Mr. D.S. Gagrat and one None Independent Director Mr. S. Rajarespectively.

During the year under review total Five (5) Audit Meeting Committee were held on 27thMay 2019 12th August 2019 29th August 2019 7thNovember 2019 and 5th February 2020 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.

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 oftwo Independent Directors namely Mr. Sanjive Arora Mr. D. S. Gagrat and one NoneIndependent Director Mr. J. C. Bham respectively.. The Company has duly complied with theprovisions of Section 178(1) of the Companies Act 2013 i.e. majority of its members areIndependent Directors. During the year under review the Committee met on 10thApril 2019 and 29th August 2019.

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 theBoard its committees and Individual Directors. ? Remuneration for Directors KMP andother employees.

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 loss ofthe 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's internal financial controls were adequate and effective during the financialyear 2019-2020.

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".

19. AUDITORS:

Statutory Auditors

Pursuant to the provisions of Sections 139 141 142 and all other applicableprovisions if any of the Companies Act 2013 and the rules made thereunder includingany statutory amendment(s) or modification(s) or re-enactment thereof for the time beingin force M/s. Kalyaniwalla & Mistry LLP Chartered Accountants Mumbai (FirmRegistration No. 104607W / W100166) the present Statutory Auditors of the Company wouldbe completing their first term as Statutory Auditors. They hold office up to theconclusion of 38th Annual General Meeting of the Company. Accordingly theBoard of Directors has recommended the re-appointment M/s. Kalyaniwalla & Mistry LLPChartered Accountants (Firm Registration No. 104607W / W100166) as the Statutory Auditorsof the Company for the second term of 5 (Five) consecutive years to hold office from theconclusion of this Annual General Meeting (AGM) until the conclusion of the 43rdAGM to be held in the year 2025 at a remuneration determined by the Board of Directors ofthe Company as per the recommendation of the Audit Committee;

M/s. Kalyaniwalla & Mistry LLP Chartered Accountants have consented to theirappointment as Statutory Auditors and have confirmed that if appointed their appointmentwill be in accordance with section 139 read with section 141 of the Act.

The Report given by the auditors on the Financial Statement of the Company for F.Y 20192020 forms part of the Annual Report.

Secretarial Auditors

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".

Internal Auditors

The Internal Auditor of the Company - M/s. K. S. Thar & Co. Chartered Accountants(Registration No. 110959W) have conducted the internal audit of the Company for the F.Y.2019-2020. The reports and findings of the Internal Auditor are periodically reviewed bythe Audit Committee.

20. AUDITORS QUALIFICATIONS:

Statutory Auditors' Report and Secretarial Auditors' Report do not contain anyqualification reservation or adverse remarks.

21. 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 exceptas below;

During the year the Company had received an order from Securities Appellate Tribunal

("SAT") dated January 21 2020. As per the order SAT directed SEBI to waivepenalty of Rs. 100000/- imposed on the Company as per SEBI order dated September 272018 in the matter of non-submission of audit report of Sharepro Services (I) PrivateLimited (then Company Registrar and Share Transfer Agent) records.

22. 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.

23. 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.

24. 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

25. DISCLOSURES AS PER THE SEXUAL HARASSMENT OF WOMEN AT

WORKPLACE (PREVENTION PROHIBITION 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 2019-2020.

26. 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 Managerand other 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.

27. 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.

28. 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 spend any Corporate Social Responsibilityexpenses during the year under review.

29. CORPORATE GOVERNANCE:

The provisions of Regulation 27 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.

30. 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.

31. 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 Committee Meetings and Annual GeneralMeetings.

32. APPRECIATION:

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.

 

Place: Mumbai Dated: 24th June 2020

Registered Office:

Neville House J. N. Heredia Marg Ballard Estate Mumbai 400 001

By Order of the Board of Directors FOR OSEASPRE CONSULTANTS LIMITED

Sd/-

J. C. Bham CHAIRMAN

DIN: 02806038

ANNEXURE A TO DIRECTORS' REPORT:

DETAILS OF THE REMUNERATION OF DIRECTORS KMP'S AND EMPLOYEES

[Pursuant To Section 197(12) of the Companies Act 2013 read with Rule 5 (1) Of TheCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014]

a. The percentage increase in remuneration of each Director Chief FinancialOfficer and Company Secretary during the financial year 2019-2020 ratio of theremuneration of each Director to the median remuneration of the employees of the Companyfor the financial year 2019-2020 and the comparison of remuneration of each Key ManagerialPersonnel (KMP) against the performance of the Company are as under:

Sr. No. Name of Director/ KMP and Designation Remuneration of Director/KMP for Financial Year 2019-2020 (in Lakh) % increase in Remuneration in the Financial Year 2019-2020 Ratio of remuneration of each Director/to median remuneration of employees
1 Mr. J. C. Bham * Non Executive / Non Independent Director - - -
2 Mr. S. Raja * Non Executive / Non Independent Director - - -
3 Mr. Sanjive Arora Non-Executive / Independent Director Appointed w.e.f. 29th August 2019 - - -
4 Mr. D. S. Gagrat ** Non-Executive / Independent Director - - -
5 Mrs. Bakhtavar A. Pardiwalla Non Executive / Non Independent / Women Director - - -
6 Mr. Girish R. Advani Non-Executive / Independent Director upto 29th August 2019 - - -
7 Mr. Ganesh S. Pardeshi Company Secretary & Chief Financial Officer 6.50 5 #
7 Mr. Ankush M. Shah Manager Appointed w.e.f. 10th April 2019 - - -

* Mr. J. C. Bham and Mr. S. Raja was Non-Executive / Independent Director of theCompany till 25th September 2019. They have been appointed as Non Executive /Non Independent Director of the Company w.e.f. 26th September 2019.

** Mr. D. S. Gagrat has been re-appointed as Non-Executive / Independent Director ofthe Company for the second term w.e.f. 26th September 2019.

# Since there is no common denomination for the period of 2 years comparison ofremuneration of Directors to Employees and comparison of remuneration of KMP against theperformance of the company cannot be provided.

b. The median remuneration of employee of the Company during the Financial Year2019-2020 was 6.50 lakhs. In the Financial Year 2019-2020 there was an increase of 5% inthe median remuneration of employee.

c. There was 1 permanent employee on the Payroll of the Company as on 31stMarch 2020.

d. It is hereby confirmed that the remuneration is paid as per the Remunerationpolicy of the Company.

Place: Mumbai

Date: 24th June 2020

FOR OSEASPRE CONSULTANTS LIMITED

Sd/- J. C. Bham Chairman DIN: 02806038