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Overseas Synthetics Ltd.

BSE: 514330 Sector: Industrials
NSE: N.A. ISIN Code: INE670O01013
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NSE 05:30 | 01 Jan Overseas Synthetics Ltd
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VOLUME 67
52-Week high 6.30
52-Week low 2.25
P/E
Mkt Cap.(Rs cr) 2
Buy Price 2.25
Buy Qty 33.00
Sell Price 2.25
Sell Qty 1.00
OPEN 2.25
CLOSE 2.25
VOLUME 67
52-Week high 6.30
52-Week low 2.25
P/E
Mkt Cap.(Rs cr) 2
Buy Price 2.25
Buy Qty 33.00
Sell Price 2.25
Sell Qty 1.00

Overseas Synthetics Ltd. (OVERSEASSYNTH) - Director Report

Company director report

To

The Members

Overseas Synthetics Limited

Your Directors have pleasure in presenting the 27th Annual Report on the Company'sbusiness and operations together with the Audited Financial Statements for the FinancialYear ended 31st March 2019 and other accompanying reports notes and certificates.

FINANCIAL HIGHLIGHTS

The Financial highlights of the Company for the year ended March 31 2019 are asfollows:

Figures (in Lakhs)
Particulars Year Ended March 31 2019 Year Ended March 31 2018
Gross Sales 171.36 -
Other Operating Income 18.00 25.50
Total Revenue 189.36 25.50
Less: Total expenses 162.62 6.59
Profit/(Loss) before Exceptional and Extraordinary items and Tax 26.73 18.91
Exceptional Items - -
Extraordinary Items - -
Profit/(Loss) before Tax 26.73 18.91
Tax Expenses - -
Profit/ (Loss) for the year 26.73 18.91

The Company has reported net Profit of INR 26.73 Lakhs during the year underreview as compared to Profit of INR 18.91 Lakhs in the previous year.

DIVIDEND & APPROPRIATIONS

With a view of ploughing back of profit your Company do not recommend any dividend forthe year under review.

TRANSFER TO RESERVES

The Company has transferred the net Profit of INR 26.73 Lakhs of Profit &Loss account to Reserves and Surplus.

SHARE CAPITAL

Authorized Capital:

The Authorized capital of the Company is INR 90000000. No change in the authorizedcapital is made during the year under review.

Issued Subscribed and Paid-up Capital:

The Issued Subscribed and Paid-up Capital of the Company is INR 71047070. No changein the Issued Subscribed and Paid-up Capital is made during the year under review.

DETAILS OF SUBSIDIARY/ JOINT VENTURES/ASSOCIATE COMPANIES

Sr. No. Name of Company Subsidiary / Joint Venture / Associate Company Date of becoming of Subsidiary / Joint Venture / Associate Company
- - - -

Statement Containing Salient Features of Financial Statements of Associate Company:

Your Company is not having any Associate Company and hence the statement containing thesalient feature of the financial statement of a company's associate Company under thefirst proviso to subsection (3) of section 129 in the prescribed Form AOC-1 does not formpart of Directors' Report.

Details of New Subsidiary/ Joint Ventures/Associate Companies:

There are no new Subsidiary/Joint Ventures/Associate Companies of the Company duringthe year under review.

Details of the Company who ceased to be its Subsidiary/ Joint Ventures/ AssociateCompanies:

Sr. No. Name of Company Subsidiary / Joint Venture / Associate Company Date of cessation of Subsidiary / Joint Venture / Associate Company
- - - -

BOARD OF DIRECTORS MEETINGS AND ITS COMMITTEES:

Change in Directors and Key Managerial Personnel:

During the period under review the following changes took place in the Composition ofBoard of Directors and Key Managerial Personnel of the Company:

In terms of section 152 and other applicable provisions if any of the Companies Act2013 (the Act‘) Mrs. Minal Kamal Aggarwal (DIN: 07141165) retires by rotation atthis Annual General Meeting and being eligible offers herself for re-appointment.

Mr. Nikhil Raval Mr. Anirudh Sonpal and Mr. Dharmesh Vankar resigned - from the postof Director with effect from 3rd May 2018.

Mr. Samirkumar Bharatbhai Sampat Mrs. Vanita Mansukh Parmar and Mr. Rajnish Tiwariappointed as Additional Director with effect from 4th May 2018 and were appointed asIndependent Director in Annual General Meeting for the Financial Year 2017-18.

Mrs. Harsha J Ghelani appointed as Additional Director with effect from 15th November2018 completing her tenure at this Annual General Meeting and does not offers herself forre-appointment.

Meetings of the Board of Directors:

During the year under review Seven Meeting of the Board of Directors were held on 4thMay 2018 5th May 2018 14th August 2018 4th September 2018 15th November 2018 12thFebruary 2019 and 25th February 2019 in accordance with the provisions of the CompaniesAct 2013 and rules made there under and the applicable secretarial standards.

The details of attendance of each Director at above Meetings are provided as below:

Sr. No. Name of the Director No. of Board Meetings entitled to attend as a Director No of Board Meetings attended
1. Kamalkumar Rajendra Aggarwal 7 7
2. Naresh Vijaykumar Goyal 7 7
3. Minal Kamal Aggarwal 7 6
4. Shubharangana Nareshkumar Goyal 7 6
5. Vanita Mansukh Parmar 6 6
6. Samirkumar Bharatbhai Sampat 6 6
7. Rajnish Tiwari 6 3
8. Mrs. Harsha J Ghelani 2 1

Committees of Board:

I. Audit Committee:

Reconstitution of Audit Committee during the year under review took place in thefollowing manner:

Mr. Nikhil Raval & Mr. Anirudh Sonpal resigned from the post of IndependentDirector with effect from 03.05.2018.

Further Mr. Samirkumar Bharatbhai Sampat Mrs. Vanita Mansukh Parmar and Mr. RajnishTiwari appointed as Independent Director with effect from 04.05.2018.

Thus The Composition of the Audit Committee as on March 31 2019 is as under:

Sr. No. Name of the Member Designation No. of Audit Committee Meetings attended
1. Mr. Rajnish Tiwari Independent (Chairman) 3/4
2. Mrs. Minal K. Aggarwal Non-Executive (Member) 4/4
3. Mr. Samirkumar Bharatbhai Sampat Independent (Member) 4/4

The Audit Committee is constituted and has met four times during the Financial Year2018-19 on 5th May 2018 14th August 2018 15th November 2018 and 12th February 2019.

II. Nomination and Remuneration Committee:

Reconstitution of Nomination and Remuneration Committee during the year under reviewtook place in the following manner:

Mr. Nikhil Raval & Mr. Anirudh Sonpal resigned from the post of IndependentDirector with effect from May 03 2018 and Mr. Samirkumar Bharatbhai Sampat Mrs. VanitaMansukh Parmar and Mr. Rajnish Tiwari appointed as Independent Director with effect fromMay 04 2019.

Thus The Composition of the Nomination and Remuneration Committee as on March 31 2019is as under:

Sr. No. Name of the Member Designation No. of Audit Committee Meetings attended
1. Mr. Rajnish Tiwari Independent (Chairman) 1
2. Mrs. Shubhrangana N Goyal Non-Executive (Member) 1
3. Mrs. Vanita Mansukh Parmar Independent (Member) 1

The Nomination and Remuneration Committee is constituted and has met One times duringthe Financial Year 2018-19 on 15th November 2018.

III. Stakeholders Relationship Committee/ Shareholders Grievance Committee:

The Committee inter alia started overseeing and reviewing all matters connected withthe shares and looks into shareholders complaints.

No complaints were received by the Company from the shareholders / investors during theFinancial Year 2018-19 and no investor complaints were outstanding as on 31st March 2019and no requests for transfer of shares were pending for approval.

Reconstitution of Stakeholders Relationship Committee during the year under review tookplace in the following manner:

Mr. Nikhil Raval & Mr. Anirudh Sonpal resigned from the post of IndependentDirector with effect from May 03 2018 and Mr. Samirkumar Bharatbhai Sampat Mrs. VanitaMansukh Parmar and Mr. Rajnish Tiwari appointed as Independent Director with effect fromMay 04 2019.

Thus The Composition of the Stakeholders Relationship Committee as on March 31 2019is as under:

Sr. No. Name of the Member Designation No. of Audit Committee Meetings attended
1. Mrs. Minal K. Aggarwal Non-Executive (Chairman) 1
2. Mrs. Shubhrangana N Goyal Non-Executive (Member) 1
3. Mr. Samirkumar Bharatbhai Sampat Independent (Member) 1
4. Mr. Rajnish Tiwari Independent (Member) 1

The Stakeholders Relationship Committee is constituted and has met One times during theFinancial Year 2018-19 on 15th November 2018.

Independent Directors' Declaration:

The Independent Directors have given declarations that they meet the criteria ofindependence as per the provisions of the Companies Act 2013 and Securities and ExchangeBoard of India (Listing Obligations & Disclosure Requirements) Regulations 2015.

During the year from 01.04.2018 to 31.03.2019 the Separate Meeting of IndependentDirectors met as on 12.02.2019.

The Board of Director declares that the Independent Directors in the opinion of theBoard are:

a) Persons of integrity and they possess relevant expertise and experience;

b) Not a promoter of the Company or its holding subsidiary or associate company;

c) Have/had no pecuniary relationship with the company its holding subsidiary orassociate company or promoter or directors of the said companies during the twoimmediately preceding financial year or during the current financial year;

d) None of their relatives have or had pecuniary relationship or transactions with thecompany its holding subsidiary or associate company or promoter or directors of the saidcompanies amounting to two percent or more of its gross turnover or total income or fiftylakh rupees whichever is lower during the two immediately preceding financial years orduring the current financial year.

e) who neither himself nor any of his relatives

(i) holds or has held the position of a key managerial personnel or is or has beenemployee of the company or its holding subsidiary or associate company in any of thethree financial years immediately preceding the financial year in which he is proposed tobe appointed;

(ii) is or has been an employee or proprietor or a partner in any of the threefinancial years immediately preceding the financial year in which he is proposed to beappointed of

(A)a firm of auditors or company secretaries in practice or cost auditors of thecompany or its holding subsidiary or associate company; or

(B) any legal or a consulting firm that has or had any transaction with the companyits holding subsidiary or associate company amounting to ten per cent. or more of thegross turnover of such firm;

(iii) holds together with his relatives two per cent. or more of the total voting powerof the company; or

(iv) is a Chief Executive or director by whatever name called of any nonprofitorganization that receives twenty-five percent. or more of its receipts from the Companyany of its promoters directors or its holding subsidiary or associate company or thatholds two per cent. or more of the total voting power of the company; or

(v) Possess such other qualifications as prescribed in Rule 5 of the Companies(Appointment and Qualification of Directors) Rules 2014.

The Vigil Mechanism:

Your Company believes in promoting a fair transparent ethical and professional workenvironment. The Board of Directors of the Company has established a Whistle Blower Policy& Vigil Mechanism in accordance with the provisions of the Companies Act 2013 and theSEBI (LODR) Regulations 2015 for reporting the genuine concerns or grievances or concernsof actual or suspected fraud or violation of the Company's code of conduct. The saidMechanism is established for directors and employees to report their concerns. The policyprovides the procedure and other details required to be known for the purpose of reportingsuch grievances or concerns.

CORPORATE GOVERNANCE REPORT

The paid up share capital of Company is below Rs. 10 crore and net worth is below Rs.25 crore as per last audited balance sheet as on 31st March 2018 and therefore thecompliance with the corporate governance provisions as specified in regulations 17 1819 20 21 22 23 24 25 26 27 and clauses (b) to (i) of sub-regulation (2) ofregulation 46 and para C D and E of schedule V of Securities And Exchange Board of India(Listing Obligations And Disclosure Requirements) Regulations 2015 as notified bySecurities and Exchange Board of India vide notification No. SEBI/LAD-NRO/GN/2015-16/013dated 2nd September 2015 is not applicable to Company.

POLICIES AND PROCEDURES

Risk Management Policy:

The Company has a robust strategy to identify evaluate business risks andopportunities. This strategy seeks to create transparency minimize adverse impact on thebusiness objectives and enhance the Company's competitive advantage and helps inidentifying risks trend exposure and potential impact analysis at a Company level as alsoseparately for different business segments.

Corporate Social Responsibility Policy:

The provision of Companies Act 2013 regarding Corporate Social Responsibility were notattracted to the company for the financial yeas 2018-19.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO[SECTION 134 (3) (m) OF THE COMPANIES ACT 2013:

Particulars required to be furnished by the Companies as per Rule 8 of Companies(Accounts) Rules 2014 are as follows:

A. Rule 8 Sub-Rule 3 (A) pertaining to Conservation of Energy:

Your Company have initiated appropriate measures to conserve energy. The Company hasalways been conscious about the need for conservation of energy.

B. Rule 8 Sub-Rule 3 Pertaining to Technology absorption:

The business of the Company is not of Manufacturing hence the question of technologyabsorption for product improvement cost reduction or product development does not arisefor the Company.

C. Rule 8 Sub-Rule 3 Pertaining to Foreign exchange earnings and Outgo:

Foreign Exchange earnings and outgo in terms of actual inflows and outflows during theyear are as below:

Foreign Exchange earnings: NIL

Foreign Exchange outgo: NIL

OTHER STATUTORY DISCLOSURES

Extract of Annual Return:

Pursuant to the provisions of Section 92(3) of the Act and Rule 12 (1) of the Companies(Management and Administration) Rules 2014 the extract of Annual Return in form MGT 9 isannexed as "Annexure - I"

Disclosure of Remuneration paid to Director and Key Managerial Personnel and Employees:

The details with regard to payment of remuneration to Director and Key ManagerialPersonnel is provided in Form No. MGT-9- extract of annual return appended as "Annexure-I".

Remuneration to Employees:

None of the employee has received remuneration exceeding the limit as stated in rule5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014.

Particulars of contracts or arrangements with related parties:

Your Company is not having any contracts or arrangements with related parties referredto in Section 188 (1) of the Companies Act 2013 and hence the statement containing thedetails of contracts or arrangements with related parties in the prescribed Form AOC-2pursuant to Section 134 (3) (h) of the Act and Rule 8(2) of the Companies (Accounts)Rules 2014 does not form part of Directors' Report.

Particulars of Loan Guarantee and Investments under Section 186 of the Act:

During the Financial Year 2018-19 the Company has not made any loans or givenGuarantee/Security or made any investments under the provisions of Section 186 of the Act.

Deposits:

The Company has not accepted any deposits from the public within the meaning of Section73 of the Companies Act 2013 read with the Companies (Acceptance of Deposits) Rules2014.

Disclosures as per the Sexual Harassment of Women at Workplace (Prevention Prohibitionand 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 there under for prevention andRedressal of complaints of sexual harassment at workplace. The objective of this policy isto lay clear guidelines and provide right direction in case of any reported incidence ofsexual harassment across the Company's offices and take appropriate decision in resolvingsuch issues.

During the financial year 2018-19 the Company has not received any compliant on sexualharassment.

Material changes and commitments affecting the financial position of the Company:

During the period under review from April 01 2018 to March 31 2019 there were nomaterial changes and commitments affecting the financial position of the Company.

Significant and material orders passed by the regulators or courts or tribunalsimpacting the going concern status and Company's Operations in Future:

As per the information available with the Board of Directors there were no such orderspassed against the Company.

Change in the Nature of Business

There was no change in the nature of business during the year under review.

Change in Capital Structure

There has been no change in the capital structure of the Company during the periodunder review.

Internal Financial Control Systems and their adequacy

Internal Financial Controls are an integrated part of the risk management processaddressing financial and financial reporting risks. The internal financial controls havebeen documented digitized and embedded in the business processes.

Assurance on the effectiveness of internal financial controls is obtained throughmanagement reviews control self- assessment continuous monitoring by functional expertsas well as testing of the internal financial control systems by the internal auditorsduring the course of their audits. We believe that these systems provide reasonableassurance that our internal financial controls are designed effectively and are operatingas intended.

AUDITORS

Statutory Auditors:

M/s. Shah Mehta & Bakshi Chartered Accountants (Firm Registration No. 103824W)have been appointed as the Statutory Auditors of your Company for a tenure of 5 (Five)years from 29th September 2017.

The Auditor's report given by M/s. Shah Mehta & Bakshi Statutory Auditors on theFinancial Statements of your Company for the year ended March 31 2019 forms part of theAnnual Report. There is no qualification reservation or adverse remark or any disclaimerin their Report.

In accordance with the Section 40 of the Companies (Amendment) Act 2017 (correspondingto Section 139 of the Act) the requirement of ratification of the appointment of theStatutory Auditor in every Annual General Meeting of the Company during the tenure ofappointment has been dispensed with. Hence the matter has not been placed as an agendaitem in the AGM Notice for the approval of the shareholders.

Auditors' Observations and Directors' Comments:

The auditor's report does not contain any qualifications reservation or adverseremarks.

Details in Respect of frauds reported by the Auditors Under Section 143(12) ofCompanies Act 2013:

There are no frauds reported by the Auditor which are required to be disclosed underSection 143(12) of Companies Act 2013.

Secretarial Auditor:

The Company has appointed M/s. KH and Associates Practicing Company Secretaries as aSecretarial Auditor of the Company according to the provision of Section 204 of theCompanies Act 2013 read with Companies Rules for the purpose of conducting SecretarialAudit of Company for the financial year 2018-19. The Report of the Secretarial Audit isannexed herewith as Annexure II. The Secretarial Audit Report contains the followingqualifications reservations or adverse remarks:

1. As per Section 203 of the Companies Act 2013 the Company is required to appointfollowing whole-time key managerial personnel:

i) Company Secretary; and

ii) Chief Financial Officer.

However the Company has not appointed Key Managerial Personnel as required under theaforesaid section.

The Board is under process of appointing the required Key Managerial Personnels.

PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct for Prevention of Insider Trading pursuant tonew SEBI (Prohibition & Insider Trading) Regulation 2015 in place of SEBI (Prohibition& Insider Trading) Regulation 1992 with a view to regulate trading in securities bythe Directors and designated employees of the Company. The Code requires pre-clearance fordealing in the Company‘s shares and prohibits the purchase or sale of Company sharesby the Directors and the designated employees while in possession of unpublished pricesensitive information in relation to the Company and during the period when the‘Trading Window' is closed. The Board is responsible for implementation of the Code.All Directors and the designated employees have confirmed compliance with the Code.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134 (5) of the Companies Act 2013 yourDirectors to the best of their knowledge and belief and according to information andexplanation obtained by them confirm that:

(a) In the preparation of the annual accounts for the year ended on 31st March 2019the applicable accounting standards had been followed along with proper explanationrelating to material departures;

(b) The Directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year and ofthe profit and loss of the company for that period;

(c) The Directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;

(d) The Directors had prepared the annual accounts on a going concern basis; and

(e) The Directors had laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively.

ACKNOWLEDGEMENTS:

The Board of Directors are grateful for the co-operation and support from the Bankersclients and other business partners. The Board takes this opportunity to express theirsincere appreciation for the excellent patronage total commitment dedicated efforts ofthe executives and employees of the Company at all levels.

Your Directors would like to express their gratitude to the Members and are deeplygrateful to them for reposing their confidence and faith in the Company.

The Directors wish to place on record their sincere appreciation of the valuableservices rendered by the employees to the Company.

APPRECIATION

The Directors wish to convey their appreciation to all of the Company's employees fortheir enormous personal efforts as well as their collective contribution to the Company'sperformance. The Directors would also like to thank the shareholders customers dealerssuppliers bankers Government and all the other business associates for the continuoussupport given by them to the Company and their confidence in its management.

For and on behalf of the Board of Directors of

Overseas Synthetics Limited

Sd/-

Kamalkumar Rajendra Aggarwal

Managing Director

DIN: 00139199

Address: 13A Shivashray Soc. Nr. Rameshwar Temple

Vasna Road Vadodara- 390020

Date: 29/08/2018

Place: Vadodara