TO THE MEMBERS
The Directors hereby present their Report on the business and operations of the Companyand the audited financial statements for the year ended 31st March 2017:
1. FINANCIAL RESULTS:
| || ||(Amounts in ?) |
| ||For the year ended 31st March 2017 ||For the year ended 31st March 2016 |
|(Loss) / Profit before taxation ||(182698) ||974895 |
|Less: Tax Expense ||- ||- |
|Current tax ||- ||190000 |
|Deferred Tax ||- ||- |
|Income tax of prior years ||14333 ||- |
|(Loss) / Profit after taxation ||(197031) ||784895 |
|Add: Balance brought forward from earlier year ||7593393 ||6808498 |
|Balance carried to Balance Sheet ||7396362 ||7593393 |
Your directors have not recommended any dividend for the year under review.
The Company has rented its factory premises located at Valsad Gujarat.
4. HOLDING AND SUBSIDIARIES:
The Company has no subsidiary joint venture or associate companies.
The Company has not accepted any deposits from the public.
6. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO:
In view of the nature of activities which are being carried on by your Company theprovisions of Section 134(3)(m) of the Companies Act 2013 read with Rule 8(3) of theCompanies (Accounts) Rules 2014 concerning 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 had not entered into any related party transactions as per Section 188 ofthe Companies Act 2013 during the Financial Year 2016 -17.
8. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:
The Company has no outstanding Loans Guarantees or Investments covered under Section186 of the Companies Act 2013 as on March 312017.
9. EXTRACT OF ANNUAL RETURN AS REQUIRED AND PRESCRIBED UNDER SECTION 92(3) OF THECOMPANIES ACT 2013 AND RULES MADE THEREUNDER:
Pursuant to sub-section 3(a) of Section 134 and sub-section (3) of Section 92 of theCompanies Act 2013 read with Rule 12 of the Companies (Management and Administration)Rules 2014 an extract of the Annual Return as at 31st March 2017 forms partof this Report and is appended herewith as "Annexure A"
10. DIRECTORS AND KEY MANGERIAL PERSONAL:
All the Independent Directors have given a declaration under sub-section (7) of section149 of the Companies Act 2013 ("Act") that they meet the criteria ofindependence as laid down under Section 149(6) of the Act.
In accordance with the provision of the Companies Act 2013 Mrs. Bakhtavar AdyPardiwalla (DIN: 06721889) a Non Independent Director of the Company retires by rotationand is eligible for re- appointment. Necessary information for the re-appointment of Mrs.Bakhtavar Ady Pardiwalla has been included in the notice convening the ensuing AGM. YourDirectors recommend her re- appointment.
During the year the non-executive director of the Company had no pecuniaryrelationship or transactions with the Company.
All the directors of the Company have confirmed that they are not disqualified frombeing appointed as directors as prescribed under Section 164(2) of the Companies Act2013.
During the year under review 6 Board Meetings were held the dates being May 18 2016July 29 2016 August 12 2016 September 20 2016 November 10 2016 and February 8 2017.The gap between the meetings was within the period prescribed under the Companies Act2013.
During the year Mr. Nimesh Maniyar ceased to be the Company Secretary and CFO of theCompany w.e.f. 29th July 2016. Mr. Ganesh S. Pardeshi was appointed as theCompany Secretary and CFO of the Company w.e.f. 12th August 2016 at the BoardMeeting held on 12th August 2016.
The Companies Act 2013 stipulates the evaluation of the performance of the Board itsCommittees Individual Directors and the Chairman.
With the objective of enhancing the effectiveness of the Board the Nomination &Remuneration Committee formulated the methodology and criteria to evaluate the performanceof the Board and each director.
The evaluation framework for assessing the performance of directors comprises ofvarious key areas such as attendance at Board and Committee Meetings quality ofcontribution to Board discussions and decisions strategic insights or inputs regardingfuture growth of the Company and its performance ability to challenge views in aconstructive manner knowledge acquired with regard to the Company's business/activitiesunderstanding of industry and global trends etc.
Pursuant to the provisions of the Companies Act 2013 the Board has carried out anannual performance evaluation of its own performance the directors individually as wellas the evaluation of the working of its Committees.
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.
Subsequently at the meeting of the Board of Directors the consolidated report of theresponses received from the directors was tabled. The board reviewed the performance ofeach of the directors of the Company and the board as a whole and expressed itssatisfaction on the same.
Nomination and Remuneration Charter/Policy
The Board has adopted on recommendation of the Nomination & RemunerationCommittee a Charter for selection and appointment of Directors Senior Management andtheir remuneration. Nomination & Remuneration Charter has been placed on the websiteof the Company at www.oseaspre.com
Independent Directors Meeting
During the year under review the Independent Directors met on March 30 2017 interalia to discuss:
Evaluation of the performance of the Board as a whole;
To assess the quality quantity and timelines of flow of information between theCompany management and the Board that is necessary for the Board to effectively andreasonably perform their duties.
11. AUDIT COMMITTEE:
Your Company has constituted an Audit Committee in terms of the requirements of theCompanies Act 2013. The Members of audit committee are Mr. S. Raja (Chairman) Mr. J. C.Bham and Mr. Girish Advani. The Company has duly complied with the provisions of Section177(2) of the Companies Act 2013 as all its members are independent.
During the year under review the Committee met on May 18 2016 July 29 2016November 10 2016 and February 8 2017.
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.
12. NOMINATION AND REMUNERATION COMMITTEE:
Your Company has constituted a Nomination and Remuneration Committee in terms of therequirements of the Companies Act 2013. The Members of Nomination and RemunerationCommittee are Mr. Girish Advani (Chairman) Mr. J. C. Bham and Mr. S. Raja. The Companyhas duly complied with the provisions of Section 178(1) of the Companies Act 2013 i.e.majority of its members are independent. During the year under review the Committee meton 29th July 2016 and 30th March 2017.
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.
13. DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to Section 134(5) of the Companies Act 2013 the Board of Directors to thebest of their knowledge confirm 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 2016-17.
14. 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 B".
At the Annual General Meeting held on 30th September 2015 the membersapproved appointment of M/s. Kalyaniwalla & Mistry Chartered Accountants Mumbai(ICAI Registration No. 104607W) as statutory Auditor for a period of five years commencingfrom the 33rd Annual General Meeting until the conclusion of the 38thAnnual General Meeting (subject to ratification of the appointment by the Members atevery Annual General Meeting held after the 33rd Annual General Meeting) onsuch remuneration as may be fixed by the Board apart from reimbursement of out of pocketexpenses as may be incurred by them for the purpose of audit. The ratification ofappointment is accordingly proposed in the notice of the forthcoming Annual GeneralMeeting vide item No. 3 for ratification by members.
As required under Regulation 33.1 (d) ii of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 the auditors have also confirmed that they hold a validcertificate issued by the Peer Review Board of the Institute of Chartered Accountants ofIndia.
The specific notes forming part of the accounts referred to in the Auditors' Report areself- explanatory and give complete information.
Secretarial Audit 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 a firm of Company Secretaries in Practice toundertake the Secretarial Audit of the Company. The Report of the Secretarial Auditor isannexed herewith as "Annexure C".
M/s. K. S. Thar & Co. Chartered Accountants is the internal auditor of theCompany and their internal audit plan and remuneration are approved by the AuditCommittee.
16. SIGNIFICANT OR MATERIAL ORDERS:
There have been no material changes and commitments affecting the financial positionof the Company which have occurred between the end of the financial year of the Company towhich the financial statement relate and the date of this Report.
17. MATERIAL CHANGES:
No material changes and commitments affecting the financial position of the Companyoccurred between the end of the financial year to which this financial statements relateup to the date of this report.
18. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:
The Company has an adequate Internal Control System and processes in place with respectto its financial statements which provide reasonable assurance regarding the reliabilityof financial reporting and the preparation of Financial Statements These controls andprocess are driven by the Board of Directors instructions and regulatory compliances. Thereports and findings of the internal auditor and the internal control system are reviewedperiodically by the Audit Committee. To maintain its objectivity and independence theInternal Audit function reports to the Chairman of the Audit Committee of the Board.
19. AUDITORS QUALIFICATIONS:
Practicing Company Secretary in their Secretarial Audit Report had qualified that theCompany did not have Managing Director for the year. The Company will appoint the ManagingDirector at an appropriate time to address the qualification.
20. RISK MANAGEMENT POLICY:
The risk management includes identifying types of risks and its assessment riskhandling & monitoring and reporting. A Risk Management Policy was implemented throughthe Risk Management Committee. The Risk Management Policy of the Company is placed on thewebsite of the Company at www.oseaspre.com
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 would be applicable to all thefunctions and departments of the Company.
21. 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 2016 - 2017.
22. PREVENTION OF INSIDER TRADING CODE:
The Company has adopted a Code of Conduct to regulate monitor and report trading byinsiders and code of practices and procedures for fair disclosures of unpublished pricesensitive information in terms of Regulations 8(1) 9(1) and 9(2) of SEBI (Prohibition ofInsider Trading) Regulations 2015.
All the Directors employees at senior management level and other employees who couldhave access to unpublished price sensitive information of the Company are governed by thiscode.
The Company's shares had been suspended for trading by the BSE Limited due to certainnon compliance with the listing agreement. The suspension in trading of equity shares hasbeen revoked by BSE Ltd. w.e.f. March 21 2016 and the promoters shareholding releasedfrom lock in w.e.f.01st August 2016.
The Directors express their appreciation to all employees of the various divisions fortheir diligence and contribution to 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.
| ||By Order of the Board of Directors |
| ||For OSEASPRE CONSULTANTS LIMITED |
| ||J. C. Bham |
| ||CHAIRMAN |
| ||DIN: 02806038 |
|Place: Mumbai || |
|Dated: 18th May 2017 || |
|Registered Office: || |
|Neville House || |
|J. N. Heredia Marg || |
|Ballard Estate || |
|Mumbai 400 001 || |