Dear Members,
Your Directors take pleasure in presenting the 37th Annual Report and the
audited financial statements of the Company for the year ended 31st March 2018.
1) Financial Performance: The financial performance of the Company for the
financial year ended 31st March 2018 is summarized below:
|
|
(Rs. in Lakh) |
| Particulars |
2017-18 |
2016-17 |
| Revenue and other Income |
518.45 |
630.43 |
| Profit before Depreciation and Tax |
9.99 |
11.81 |
| Depreciation |
- |
0.01 |
| Profit/(Loss) Before Tax |
9.99 |
11.80 |
| Provision for Tax |
2.57 |
3.64 |
| Provision for Deferred Tax |
0.00 |
0.00 |
| Profit/(Loss) After Tax for the year |
7.42 |
8.16 |
2) State Of Companys Affairs:
Your Companys revenue for the financial year 2017-18 is Rs.518.45 Lakh as compare to
Rs.630.43 Lakh for the financial year 2016-17. Further your Companys Profit after tax for
the financial year 2017-18 is Rs.7.42 Lakh as against Net Profit after Tax of Rs.8.16 Lakh
in the financial year 2016-17.
3) Change in Nature of Business:
There has been no change in the Companys Business.
4) Dividend: In order to conserve the reserves to meet the needs of
increased operation and for the growth of the Company the Board of Directors has decided
not to declare dividend for the financial year.
5) Amount Transferred To Reserves:
During the financial year the Company has not transferred any amount to the reserves
maintained by the Company.
6) Share Capital:
The paid up Equity Share Capital as at 31st March, 2018 is Rs.10,20,00,000
divided into 10,20,00,000 of Re.1/-. During the year the Company has not issued shares
with differential voting rights, Sweat Equity Shares or Equity Shares under Employee Stock
option Scheme. As on 31st March, 2018, none of the Directors of the Company
hold instruments convertible into equity shares of the Company.
7) Extract of The Annual Report:
Pursuant to Section 92(3) of the Companies Act, 2013 read with Rule 12(1) of the
Companies (Management and Administration) Rules, 2014, the extract of the Annual report in
form MGT – 9 as required attached as Annexure – A to this report.
8) Number of Meeting of The Board:
The Board of Director of the Company met at a regular interval during the year to
discuss on the past, current and prospective business of the Company. The Board Met 4
(Four) Times during the financial year 2017-18 on the following dates:
Sr. No. Date of Meeting
1. 30th May, 2017
2. 21st August, 2017
3. 14th December, 2017
4. 14th February, 2018
9) Material Changes Affecting the Financial Position:
In terms of Section 134(3)(l) of the Companies Act, 2013, there have been no material
change and commitment, if any, affecting the financial position of the Company which have
occurred between the end of the financial year of the Company to which the financial
statements relates and the date of the report.
10) Details of Subsidiary/Associate Companies and Joint Ventures:
The Company does not have any subsidiary/associate Company or joint venture as on year
end 31st March, 2018.
11) Details of Deposits:
The Company has not accepted or renewed any amount falling within the purview of
provisions of Section 73 to 76 of the Companies Act, 2013 ("the Act") read with
the Companies (Acceptance of Deposit) Rules, 2014 during the year under review. Hence, the
details relating to deposits as also requirement for furnishing of details of deposits
which are not in compliance with Chapter V of the Act is not applicable.
12) Particulars Of Loans, Guarantees Or Investments By Company:
Details of Loans, Guarantees and Investments covered under the provisions of the
Section 186 of the Companies Act, 2013 are provided in notes to financial Statements.
13) Related Party Contracts or Arrangements:
There are no contracts or arrangements made by related party during the year under
review as provided in the provisions of Section 188 (1) of the Companies Act, 2013
excepting as disclosed in the notes to financial statements.
14) Directors And Key Managerial Personnel:
The Board of Directors of the Company comprises of (3) Three Directors consisting of
(1) One Non – Executive Independent Directors as on 31st March, 2018.
Pursuant to Section 149(7) of the Act the Company has received declaration of
Independence from all the Independent Directors as stipulated under section 149(6) and
Regulation 16(1)(b) of the SEBI (Listing Obligation and Disclosure Requirements)
Regulations, 2015 ("Listing Regulations"). Mr. Devanshu Desai Independent
Director of the Company has resigned from the Board w.e.f. 14th February, 2018
and your Company places on record its appreciation for the valuable services and guidance
rendered by him during his tenure.
In accordance with the provisions of Section 152 of the companies Act, 2013 and the
Companys Articles of Association Mr. Rajkishore Maniyar, Director retires by rotation at
the forth coming annual general meeting and being eligible offer himself for
re-appointment.
Further the familiarization program for Independent Directors is also available on the
website of the Company viz. www.oasisnutra.com.
Further the Company is making effort to appoint other Key Managerial Personnel as
required under the Act.
15) Directors Responsibility Statement:
With respect to Directors Responsibility Statement, pursuant to Section 134 (5) of the
Companies Act, 2013, it is hereby confirmed that;
a) in the preparation of the annual accounts, the applicable accounting standards
have been followed along with proper explanation relating to material departures;
b) accounting policies have been selected and applied consistently and judgments
and estimates have made that are reasonable and prudent so as to give a true and fair view
of the state of affairs of the Company as at the end of the financial year and of the
profit of the Company for the year ended 31st March, 2018;
c) proper and sufficient care has been taken for the maintenance of adequate
accounting records in accordance with the provisions of the Companies Act, 2013, for
safeguarding the assets of the Company and for preventing and detecting fraud and other
irregularities;
d) the annual accounts have been prepared on a ‘going concern basis;
e) the internal financial controls have been laid down to be followed by the
Company and such internal financial control are adequate and were operating effectively;
f) proper system has been devised to ensure compliance with the provisions of all
applicable laws and such systems were adequate and operating effectively;
16) Disclosure as per Section 134(3)(m) of The Companies Act, 2013 for Conversation
Energy, Technology Absorption and Foreign Exchange Earning and Outgo:
Considering the nature of Business of the Company there are no particulars which are
required to furnish in this report pertaining to conversation of energy, technology
absorption and Foreign Exchange Earning and Outgo.
17) Audit Committee:
The Audit Committee of Directors was reconstituted pursuant to the provisions of
Section 177 of the Companies Act, 2013. Consequent to resignation of Mr. Devanshu Desai,
Independent Director w.e.f. 14.02.2018, the composition of the Audit Committee is not in
conformity with the provisions of the said section and Regulation 18 of the Listing
Regulation. The Composition and the functions of the Audit Committee of the Board of
Directors of the Company are disclosed in the Report on Corporate Governance, which is
forming a part of this report.
18) Corporate Social Responsibility:
Your Companys net worth or turnover or net profit is below the threshold as specified
under Section 135 of the Companies Act, 2013 for constituting a Corporate Social
Responsibility Committee and as such the Company is not required to comply with these
provision hence the Board is not required to provide any report or comments about the
same.
19) Nomination and Remuneration Committee:
The Nomination and Remuneration Committee (NRC) of the Directors was reconstituted by
the Board of Directors of the Company in accordance with the requirements of Section 178
of the Companies Act, 2013 and Regulation 18 of the Listing Regulation, However consequent
to resignation of Mr. Devanshu Desai, Independent Director w.e.f. 14.02.2018 the
composition is not in accordance with the provisions. The Board of Directors has framed a
policy which lays down a framework in relation to remuneration of Directors, Key
Managerial Personnel and Senior Management of the Company. This policy also lays down
criteria for selection and appointment of Board Members. The Nomination and Remuneration
Policy of the Company is attached herewith as Annexure-B.
20) Vigil Mechanism and Whistle Blower Policy:
The Board 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 its Powers) Rules, 2014 and
Regulation 22(1) of the Listing Regulation framed whistle blower policy to report genuine
concerns or grievances relating to reportable matters such as breach of code of conduct,
fraud, employee misconduct, misappropriation of funds, health and safety matters etc.
The mechanism provides for adequate safeguards against victimization of Whistle Blower
who avail of such mechanism and provides for direct access to the chairman of the Audit
Committee.
The functioning of the Whistle Blower policy is being reviewed by the Audit Committee
from time to time. None of the Whistle Blower has been denied access to the Audit
Committee of the Board. The whistle blower policy has been posted on the website of the
Company (www.oasisnutra.com).
21) Risk Management:
The Board has approved Risk Management policy, which acts as an overarching statement
of intent and establishes the guiding principles by which key risks are managed across the
organization. The Board is overall responsible for identifying, evaluating and managing
all significant risks faced by the Company.
22) Performance Evaluation of Board, Committees & Individual Directors:
Pursuant to the provisions of the Companies Act, 2013 and the provisions of the Listing
Regulation, a structured questionnaire was prepared after taking into consideration of the
various aspects of the Boards functioning, Composition of the Board and its Committees,
culture, execution and performance of specific duties, obligations and governance.
The performance evaluation of the Independent Directors was completed. The performance
evaluation of the Non – Independent Director was carried out by the Independent
Directors. The Board of Directors expressed their satisfaction with the evaluation
process.
23) Secretarial Audit:
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and rules made
there under, the Company has Appointed Jain Rahul and Associates a firm of practicing
Company Secretary (C.P. No.15504) to undertake the Secretarial Audit of the Company, The
Secretarial Audit Report is included as Annexure – C and forms an integral
part of this report. The Following are the observation in the Secretarial Audit
Report and comments of the management for the same as mentioned below: a) In terms of the
provisions of Section 203 of the Companies Act, 2013 the Company is required to have Whole
Time Key Managerial Personnel (KMP) as specified in clause (i), (ii) & (iii) of the
sub-section (1) of the said section, however the Company yet to appoint the KMP under (ii)
and (iii) of sub-section (1) of Section 203 of the Act i.e. Chief Financial Officer and
Company Secretary and the time allowed to comply with the said requirements is already
elapse.
The Board of Directors are making efforts to appoint the Whole Time KMP namely Chief
Financial Officer and Company Secretary presently these functions are being done under the
supervisions of the Managing Director. b) In terms of clause 38 of the Listing Agreement
entered by the Company with BSE Limited ("Stock Exchange") and Regulation 14 of
the Listing Regulation the Company is required to pay Listing Fees on or before 30th
April in each year. However the Listing Fees for the financial year 2015-16, 2016-17,
2017-18 and 2018-19 has not yet been paid by the Company as also the application for
change of name with Stock Exchange is yet to be processed.
c) The Company is not in compliance with the notice No. 20151218-28 and 20160115-8 of
BSE Limited issued in respect of Suspension of companies as a Surveillance measure and
consequently the trading in Equity Shares remains under Suspension.
Your Board wish to inform you that substantial documents were submitted to the BSE
Limited and certain are yet to be submitted in connection with suspension of trading in
the Equity Shares of the Company which will be done in the due course. As regards
non-payment of listing fees efforts are being made to pay the same in future and other
observations are self-explanatory.
24) Statutory Auditors: At the 34th Annual General Meeting held on 30th
September, 2015 the members had approved the Appointment of M/s. Singhvi and Sancheti,
Chartered Accountants (Firm Registration No. 110286W) as Statutory Auditors of the Company
to hold office until the conclusion of Consecutive Sixth Annual General Meeting (subject
to ratification of the appointment by the members at every AGM). The Company has received
confirmation from M/s. Singhvi and Sancheti, Chartered Accountants to the effect that they
fulfill the eligibility criteria prescribed under section 139 and 141 of the Companies
Act, 2013.
The Board of Directors recommends ratification of M/s. Singhvi and Sancheti as the
Statutory Auditors of the Company at the ensuing Annual General Meeting.
With respect to the comments given in the Auditors report your Board of Directors
inform you that the delay in payment of taxes was on account of changes in Key Managerial
Personnel and the Board is confident to pay the same in due course.
25) Report on Corporate Governance and Management Discussion and Analysis: In terms
of Regulation 34 Listing Regulations, 2015 read with Para C of Schedule V, a separate
report on the Corporate Governance practices followed by the Company together with a
certificate from the Companys Statutory Auditors confirming compliance with conditions of
Corporate Governance forms an integral part of this report as Annexure – D.
Further the Managements Discussion and Analysis Report for the year under review, as
stipulated under Para B Schedule 5 with the Stock Exchanges is given in Annexure-E
to this report.
26) Particulars of Employees: The details required to be disclosed in terms of the
provisions of Section 197(12) of the Companies Act, 2013 read with the Rule 5(2) of the
Companies (Appointment and Remuneration) Rules, 2014, regarding the remuneration etc forms
part of this report as
Annexure-F.
27) DISCLOSURE: the Company is in generally compliance with applicable provisions
of Secretarial Standards i.e. SS-1 and SS-2.
28) Information Required Under Sexual Harassment of Women at Workplace (Prevention,
Prohibition & Redressal) Act, 2013:
Your Company is in compliance with respect to the Sexual Harassment of Women at the
workplace (Prevention, Prohibition & Redressal) Act, 2013.
29) Acknowledgments:
The Board of Directors would like to express their appreciation for the cooperation and
assistance received from the Government authorities, the financial institutions, banks,
vendors, customers and Shareholders during the year under review. The Board of Directors
also wishes to place on record their deep sense of appreciation for the committed services
by all the employees of the Company.
|
For and on behalf of the Board of Directors |
|
Sd/- |
Sd/- |
|
Rajkishore Maniyar |
Nitin Vehlal |
| Place : Mumbai |
Managing Director |
Director |
| Date : 30.05.2018 |
DIN: 01687800 |
DIN : 00820859 |
+91-9892691696
