[Pursuant to Section 134(3) of the Companies Act, 2013]
To,
The Members
OASIS SECURITIES LIMITED
The Directors present herewith their 36th Annual Report
together with the Audited Statements for the year ended on March 31, 2023.
FINANCIAL RESULTS
The financial results of the Company are summarized asunder:
| Particulars |
Year ended
31.03.2023 |
Year ended
31.03.2022 |
| Revenue from operations &
other Income |
1,23,56,098 |
11,19,63,231 |
| Profit /(Loss) before
Depreciation and Taxation |
18,27,373 |
3,14,66,708 |
| Less: Depreciation &
Amortization |
6,51,023 |
4,62,620 |
| Profit / Loss before Tax |
11,76,350 |
3,10,04,088 |
| i)Tax Expenses: Current Tax |
3,10,324 |
85,12,830 |
| ii) Deferred tax |
3,48,651 |
(4,71,533) |
| iii)Tax for earlier years &
excess /short provision |
47,57,392 |
- |
| iv) MAT Credit |
(71,743) |
- |
| Net Profit / (Loss) for the year |
(41,68,274) |
2,29,62,791 |
| Other Comprehensive Income -
Re-measurement gains/(losses) on defined benefit plans |
8,12,907 |
(6,20,515) |
| Total comprehensive income/
(loss) for the year |
(33,55,367) |
2,23,42,276 |
OPERATIONS / STATE OF COMPANY?S AFFAIRS
After 2 exceptional years, it was time for a pause in the equity
markets, your company managed to be careful with its exposure. Despite the pause, your
company still managed to end the year with a profit, barring the writing off of tax for
earlier years. This year has started with a bang, given the huge interest in India from
the world, and we hope to capitalize on this gush of sentiment.
As you are aware, the promoters of your company have entered into an
SPA to sell their shares to Mr. Rajesh Kumar Sodhani, Mrs. Priya Sodhani and Mr. Gyan
Chand Jain. The process of seeking approvals from the relevant regulatory bodies has been
initiated, and we hope they will be completed soon. We have no doubt that the new
promoters will take your company to even greater heights. We wish them tremendous success
in their endeavor.
MATERIAL CHANGES AND COMMITMENTS AFTER THE END OF THE FINANCIAL YEAR
There have been no material changes and commitments, 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 relate and the date of the report.
CHANGE IN CONTROL OF MANAGEMENT:
As you are aware, the Promoters of the Company (Oasis Securities Ltd.)
have entered into Share Purchase Agreement (SPA) on May 15, 2023 with Mr. Rajesh Kumar
Sodhani, Ms. Priya Sodhani and Mr. Gyan Chand Jain for sale of 13,06,951 fully paid up
Equity and voting share Capital of the Company (representing 70.65% of the total paid up
share capital).
Pursuant to Regulation 3(1) & 4 of SEBI (Substantial Acquisition of
Shares And Takeover), Regulations, 2011 as amended, Mr. Rajesh Kumar Sodhani, Ms. Priya
Sodhani and Mr. Gyan Chand Jain (Acquirers) have also made an open offer vide draft Offer
Letter dated 26th May, 2023 for purchase 4,81,000 fully paid up Equity and voting share
capital of the Company (representing 26% of the total paid up share capital of the
Company).
The Company has made an application to Reserve Bank of India (RBI) for
change in control of management and the approval of the RBI is awaited.
DIVIDEND & TRANSFER TO RESERVES
In order to conserve resources, the Directors do not recommend any
dividend for the Financial Year 2022-2023. No amount of profit was transferred to any
Reserves.
DIRECTORS & KEY MANAGERIAL PERSONNEL
In accordance with the provisions of Section 152 of the Act read with
Articles of Association, Mr. Indra Kumar Bagri (DIN:00014384), Director of the Company,
retires by rotation at the ensuing Annual General Meeting (AGM) in accordance with Section
152(6) of the Companies Act, 2013 and he is eligible for re-appointment.
In terms of Section 203 of the Act, the following are the Key
Managerial Personnel (KMP) of the Company:
Mr. Anil Bagri (DIN: 00014338) - Managing Director; Mr. Narendra
Thanvi- Chief Financial Officer; Ms. Kirti Jain- Company Secretary.
There is no change in the Directors /Key Managerial Personnel during
the year under report.
INDEPENDENT DIRECTORS
Mr. Vimal Damani (DIN:00014486) and Ms. Smita Pachisia (DIN:07141023)
are independent directors of the Company They have submitted declarations that each of
them meet the criteria of independence as provided in sub Section (6) of Section 149 of
the Companies Act, 2013. There has been no change in the circumstances which may affect
their status as an independent director during the year. In the opinion of the Board, the
independent directors possess appropriate balance of skills, experience and knowledge, as
required.
Further, in terms of Section 150 read with Rule 6 of the Companies
(Appointment and Qualification of Directors) Rules, 2014, as amended, Independent
Directors of the Company have included their names in the data bank of Independent
Directors maintained with the Indian Institute of Corporate Affairs.
MEETINGS OF BOARD OF DIRECTORS & COMMITTEES THEREOF
06 meetings of the Board of Directors were held during the year
2022-23.
The Committees of the Board have been constituted/ reconstituted in
accordance with the provisions of the Companies Act, 2013. Currently, the Board has the
following Committees:
(1) Audit Committee consists of three Directors namely Mr. Vimal
Damani, Independent Director; Ms. Smita Pachisia, Independent Director & Mr. Anil
Bagri, Managing Director
(2) Nomination & Remuneration Committee consists of three Directors
namely Mr. Vimal Damani, Independent Director; Ms. Smita Pachisia, Independent Director
& Mr. Indra Kumar Bagri, NonExecutive Director
(3) Stakeholder Relationship Committee consists of three Directors
namely Mr. Indra Kumar Bagri, Non-Executive Director, Mr. Anil Bagri, Managing Director
and Mr. Vimal Damani, Independent Director
(4) Finance Committee consists of three Directors namely Mr. Indra
Kumar Bagri, Non-Executive Director, Mr. Anil Bagri, Managing Director & Mr. Vimal
Damani Independent Director.
The details of meetings held during the year and the attendance of
directors for these meetings annexed hereto forms part of this Annual Report.
CORPORATE SOCIAL RESPONSIBILITY
Provisions of Section 135 of the Companies Act, 2013 with regard to
Corporate Social Responsibility are not applicable to the company.
WHISTLE BLOWER POLICY / VIGIL MECHANISM
The Company is committed to adhere to the highest standards of ethical,
moral and legal conduct of business operations. To maintain these standards, the Company
encourages its employees who have concerns about suspected misconduct to come forward and
express these concerns without fear of punishment or unfair treatment. A Vigil (Whistle
Blower) Mechanism formulated by the Company provides a channel to the employees and
Directors to report to the management concerns about unethical behavior, actual or
suspected fraud or violation of the Codes of Conduct or Policy. The mechanism provides for
adequate safeguards against victimization of employees and Directors to avail of the
mechanism and also provide for direct access to the Managing Director/Chairman of the
Audit Committee in exceptional cases. The revised policy is placed on the website of the
Company which includes provisions enabling employees to report instances of leak of
unpublished price sensitive information as per Reg.9A, Sub Reg.6 of SEBI (Prohibition of
Insider Trading) Regulations, 2015. Web link: https://www.oasiscaps.com/policies.php
POLICY ON DIRECTORS? APPOINTMENT AND REMUNERATION AND CRITERIA FOR INDEPENDENT DIRECTORS
The Remuneration Policy for directors and senior management and the
Criteria for selection of candidates for appointment as directors, independent directors,
senior management are placed on the website of the Company:
https://www.oasiscaps.com/policies.php
There has been no change in the policies since the last fiscal year.
The Board of Directors affirms that the remuneration paid to the
directors is as per the terms laid out in the Remuneration Policy of the Company.
DIRECTORS?
RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Companies Act, 2013, the Board of
Directors, to the best of their knowledge and ability, confirm that:
i. in the preparation of the annual accounts, the applicable accounting
standards have been followed and there are no material departures;
ii. they have selected such accounting policies and applied them
consistently and made judgments and estimates that are reasonable and prudent so as to
give a true and fair view of the state of affairs of the Company at the end of the
financial year and of the profit of the Company for that period;
iii. they have taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of the Act for safeguarding
the assets of the company and for preventing and detecting fraud and other irregularities;
iv. they have prepared the annual accounts on a going concern basis;
v. they have laid down internal financial controls to be followed by
the Company and such internal financial controls are adequate and operating effectively;
vi. they have devised proper systems to ensure compliance with the
provisions of all applicable laws and that such systems were adequate and operating
effectively.
ADEQUACY OF INTERNAL FINANCIAL CONTROLS
The Company has proper and adequate system of internal financial
controls commensurate with its nature and size of business and meets the following
objectives:
• Providing assurance regarding the effectiveness and efficiency
of operations
• Efficient use and safe guarding of resources
• Compliance with policies, procedures and applicable laws and
regulations and
• Transactions being accurately reported and recorded timely
The Company has budgetary control system to monitor expenditures and
operations against budgets on an on-going basis.
The internal auditor also regularly reviews the adequacy of internal
financial control system.
DETAILS OF SUBSIDIARIES / JOINT VENTURES / ASSOCIATES
The Company does not have any subsidiaries / joint ventures /
associates.
ANNUAL RETURN
As provided under sub Section (3) of Section 92 and 134(3)(a) of the
Companies Act, 2013 and Rule 12(1) of the Companies (Management & Administration)
Rules, the annual return of the Company as at 31st March, 2023 is uploaded on
the website of the Company at weblink: https://www.oasiscaps.com/annual reports.php
AUDITORS & THEIR REPORT
Members of the Company at their 32nd AGM held on 28/08/2019
appointed M/s. A.V. Arolkar & Co., Chartered Accountants, Mumbai, (FRN No. 100542W)
for a period of five consecutive financial years to hold office till the conclusion of 37th
AGM to be held in the year 2024. They have submitted a certificate confirming that their
appointment is in accordance with Section 139 read with Section 141 of the Act.
The auditors? report does not contain any qualifications, reservations or adverse remarks in
their report.
SECRETARIAL AUDIT AND THEIR REPORT
Pursuant to the provisions of Section 204 and other applicable
provisions, if any, of the Companies Act, 2013, M/s. Parikh & Associates, Practicing
Company Secretaries were appointed as the Secretarial Auditor for auditing the secretarial
records of the Company for the financial year 2022-23 and their Report is attached here to
as Annexure I.
The Report of the Secretarial Auditor does not contain any
qualifications or any adverse remarks.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO
In view of nature of business of the Company, particulars regarding
conservation of energy and technology absorption are not given. However, the Company has
taken various measures to conserve energy at all levels.
There were no foreign exchange earnings or outgo during the year under
report.
PARTICULARS OF EMPLOYEES
Pursuant to Section 197 of the Act read with rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 the particulars of
employees are annexed as Annexure II.
DEPOSITS FROM PUBLIC
The Company has not accepted any deposits from public during the year.
SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORY / JUDICIAL
AUTHORITY
No significant or material orders were passed by any regulator or court
that would impact the going concern status of the Company and its future operations.
PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS
The Company has not given any loans or guarantees or made investments
pursuant to the provisions of the Section 186 of the Companies Act, 2013 during the year
under report.
RISK MANAGEMENT POLICY
The Board of Directors of the Company has framed a risk management
policy and is responsible for reviewing the risk management plan and ensuring its
effectiveness. The audit committee has additional oversight in the area of financial risks
and controls. Major risks identified by the businesses and functions are systematically
addressed through mitigating actions on a continuing basis.
RELATED PARTY TRANSACTIONS
Particulars of transactions with related parties pursuant to Section
134(3)(h) of the Act read with rule8(2) of the Companies (Accounts) Rules, 2014 are given
in Form AOC-2 and the same forms part of this report as Annexure III.
EVALUATION OF BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS
An annual evaluation of the Board?s own performance, Board committees and individual directors was
carried out pursuant to the provisions of the Act in the following manner:
Sr.
Performance No. evaluation of |
Performance
evaluation performed by |
Criteria |
| Each 1 Individual directors |
Nomination and Remuneration
Committee |
Attendance, Contribution to the
Board and committee meetings like preparedness on the issues to be discussed, meaningful
and constructive contribution and guidance provided, key performance aspects in case of
executive directors etc. |
| Independent 2 directors |
Entire Board of Directors
excluding the director who is being evaluated |
Attendance, Contribution to the
Board and committee meetings like preparedness on the issues to be discussed, meaningful
and constructive contribution and guidance provided etc. |
| Board and 3 its committees |
All directors |
Board composition and structure;
effectiveness of Board processes, information and functioning, fulfillment of key
responsibilities, performance of specific duties and obligations, timely flow of
information etc. The assessment of committees based on the terms of reference of the
committees and effectiveness of the meetings. |
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORK PLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
The company has in place Anti-Sexual Harassment Policy in line with the
requirements of The Sexual Harassment of women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013 and rules made there under. All employees (permanent, contractual,
temporary, trainees) are covered under this policy. The Company has not received any
complaint of sexual harassment during the year under report.
LISTING FEES
The Company has paid the listing fees to BSE Limited for the year
2023-24.
INSIDER TRADING REGULATIONS AND CODE OF DISCLOSURE
The Board of Directors has adopted the Code of Practices and Procedures
for Fair Disclosure of Unpublished Price Sensitive Information and Code of Internal
Procedures and Conduct for Regulating, Monitoring and Reporting of Trading by Insiders in
accordance with the requirements of the SEBI (Prohibition of Insider Trading) Regulation,
2015 and is available on our website. The web link is
https://www.oasiscaps.com/policies.php
MANAGEMENT?S DISCUSSION AND ANALYSIS
In terms of the provisions of Regulation 34 of the Securities and
Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,
2015, the Management^ discussion and analysis is set out in this Annual Report as Annexure
IV.
CORPORATE GOVERNANCE REPORT
As per SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 Corporate Governance is not mandatory to the Company.
MAINTENANCE OF COST RECORDS
Maintenance of cost records as specified by the Central Government
under Section 148(1) of the Act is not applicable to the company.
COMPLIANCES OF SECRETARIAL STANADARD
The company has devised proper systems to ensure compliance with the
provisions of all applicable secretarial standards issued by the Institute of Company
Secretaries of India and that such systems are adequate and operating effectively.
APPRECIATION
The Board of Directors is thankful to the Bankers and Institutions for
the support and financial assistance from time to time.
Your Directors are pleased to place on record their sincere
appreciation to all the employees of the Company whose untiring efforts have made
achieving its goal possible. Your Directors wish to thank the Central and State
Governments, customers, suppliers, business associates and shareholders for their
continued support and the faith reposed in your Company.
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