Overseas Synthetics Ltd Directors Report.

To,

The Members

Overseas Synthetics Limited

Your Directors have pleasure in presenting the 27th Annual Report on the Companys business and operations, together with the Audited Financial Statements for the Financial Year 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 as follows:

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 under review 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 for the 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 9,00,00,000. No change in the authorized capital 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 7,10,47,070. No change in 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 the salient feature of the financial statement of a companys associate Company under the first proviso to subsection (3) of section 129 in the prescribed Form AOC-1 does not form part of Directors Report.

Details of New Subsidiary/ Joint Ventures/Associate Companies:

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

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

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 of Board of Directors and Key Managerial Personnel of the Company:

In terms of section 152 and other applicable provisions, if any, of the Companies Act, 2013 (the Act‘), Mrs. Minal Kamal Aggarwal (DIN: 07141165) retires by rotation at this Annual General Meeting and being eligible, offers herself for re-appointment.

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

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

Mrs. Harsha J Ghelani appointed as Additional Director with effect from 15th November 2018 completing her tenure at this Annual General Meeting and does not offers herself for re-appointment.

Meetings of the Board of Directors:

During the year under review, Seven Meeting of the Board of Directors were held on 4th May 2018, 5th May 2018, 14th August 2018, 4th September 2018, 15th November 2018, 12th February 2019 and 25th February 2019 in accordance with the provisions of the Companies Act, 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 the following manner:

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

Further, Mr. Samirkumar Bharatbhai Sampat, Mrs. Vanita Mansukh Parmar and Mr. Rajnish Tiwari 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 Year 2018-19 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 review took place in the following manner:

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

Thus, The Composition of the Nomination and Remuneration 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) 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 during the 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 with the shares and looks into shareholders complaints.

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

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

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

Thus, The Composition of the Stakeholders Relationship Committee as on March 31, 2019 is 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 the Financial Year 2018-19 on 15th November 2018.

Independent Directors Declaration:

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

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

The Board of Director declares that the Independent Directors in the opinion of the Board 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 or associate company or promoter or directors of the said companies during the two immediately preceding financial year or during the current financial year;

d) None of their relatives have or had pecuniary relationship or transactions with the company, its holding, subsidiary or associate company or promoter or directors of the said companies amounting to two percent or more of its gross turnover or total income or fifty lakh rupees whichever is lower during the two immediately preceding financial years or during 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 been employee of the company or its holding, subsidiary or associate company in any of the three financial years immediately preceding the financial year in which he is proposed to be appointed;

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

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

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

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

(iv) is a Chief Executive or director, by whatever name called, of any nonprofit organization that receives twenty-five percent. or more of its receipts from the Company, any of its promoters, directors or its holding, subsidiary or associate company or that holds 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 work environment. 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 the SEBI (LODR) Regulations, 2015 for reporting the genuine concerns or grievances or concerns of actual or suspected, fraud or violation of the Companys code of conduct. The said Mechanism is established for directors and employees to report their concerns. The policy provides the procedure and other details required to be known for the purpose of reporting such 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, the compliance with the corporate governance provisions as specified in regulations 17, 18, 19, 20, 21, 22, 23, 24, 25, 26, 27, and clauses (b) to (i) of sub-regulation (2) of regulation 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 by Securities and Exchange Board of India vide notification No. SEBI/LAD-NRO/GN/2015-16/013 dated 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 and opportunities. This strategy seeks to create transparency, minimize adverse impact on the business objectives and enhance the Companys competitive advantage and helps in identifying risks trend, exposure and potential impact analysis at a Company level as also separately for different business segments.

Corporate Social Responsibility Policy:

The provision of Companies Act, 2013 regarding Corporate Social Responsibility were not attracted 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 has always 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 technology absorption for product improvement, cost reduction or product development does not arise for 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 the year 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 is annexed 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 Managerial Personnel 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 rule 5(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 referred to in Section 188 (1) of the Companies Act, 2013 and hence the statement containing the details of contracts or arrangements with related parties in the prescribed Form AOC-2 pursuant 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 given Guarantee/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 Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.

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 a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at Workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules there under for prevention and Redressal of complaints of sexual harassment at workplace. The objective of this policy is to lay clear guidelines and provide right direction in case of any reported incidence of sexual harassment across the Companys offices and take appropriate decision in resolving such issues.

During the financial year 2018-19, the Company has not received any compliant on sexual harassment.

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 no material changes and commitments affecting the financial position of the Company.

Significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Companys Operations in Future:

As per the information available with the Board of Directors, there were no such orders passed 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 period under review.

Internal Financial Control Systems and their adequacy

Internal Financial Controls are an integrated part of the risk management process, addressing financial and financial reporting risks. The internal financial controls have been documented, digitized and embedded in the business processes.

Assurance on the effectiveness of internal financial controls is obtained through management reviews, control self- assessment, continuous monitoring by functional experts as well as testing of the internal financial control systems by the internal auditors during the course of their audits. We believe that these systems provide reasonable assurance that our internal financial controls are designed effectively and are operating as 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 Auditors report given by M/s. Shah Mehta & Bakshi, Statutory Auditors, on the Financial Statements of your Company, for the year ended March 31, 2019, forms part of the Annual Report. There is no qualification, reservation or adverse remark or any disclaimer in their Report.

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

Auditors Observations and Directors Comments:

The auditors report does not contain any qualifications, reservation or adverse remarks.

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

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

Secretarial Auditor:

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

1. As per Section 203 of the Companies Act, 2013 the Company is required to appoint following 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 the aforesaid 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 to new SEBI (Prohibition & Insider Trading) Regulation 2015 in place of SEBI (Prohibition & Insider Trading) Regulation 1992 with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Company‘s shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive 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, your Directors, to the best of their knowledge and belief and according to information and explanation obtained by them, confirm that:

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

(b) The Directors had 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 and loss of the company for that period;

(c) The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets 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 the Company and that such internal financial controls are adequate and were operating effectively.

ACKNOWLEDGEMENTS:

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

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

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

APPRECIATION

The Directors wish to convey their appreciation to all of the Companys employees for their enormous personal efforts as well as their collective contribution to the Companys performance. The Directors would also like to thank the shareholders, customers, dealers, suppliers, bankers, Government and all the other business associates for the continuous support 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