| Dear Members,
The Directors have pleasure in presenting the 23rd Annual Report along
with the Audited Statement of Accounts of the Company for the Financial
Year ended 31st March,2014.
FINANCIAL HIGHLIGHTS
Current Year Previous Year
(Rs. In Lac) (Rs. In Lac)
Sales & Income from Operations 1669.80 1211.28
Operating Profit before Interest,
Tax & Depreciation 171.17 42.80
Less: Interest 0.83 2.20
Gross Profits 170.34 40.60
Less: Depreciation 10.00 8.69
Profit before Tax 160.34 31.90
Less: Provisions for Income Tax 10.99
i) Current Tax 56.29
ii) Deferred Tax (11.71)
Net Profit/ (Loss) 115.76 20.91
Balance of Profit/ (Loss) from
Previous Year 550.60 571.51
PERFORMANCE
The turnover of the Company has increased from Rs.1211 lac to Rs.1669
lac. The net profit of the Company has also increased from Rs. 20.91
lac to Rs.115.76 lac. Your Directors are hopeful that the profitability
of the Company will further improve in the coming years.
FUTURE PROSPECTS
Leather apparels are back in fashion in Europe and U.S.A and
International demand for leather garments is likely to improve further
in the coming years. Although there is big Competition from China and
Pakistan, the future prospects look good.
DIVIDEND
Your directors do not recommend any dividend for the year to plough
back profits for working capital needs.
PUBLIC DEPOSITS
Your Company has neither accepted any deposits during the financial
year under review nor any deposit were outstanding as at close of
financial year 31st March, 2014.
AUDITORS' REPORT
There is no adverse qualification in the Auditor's Report, which needs
to be clarified.
AUDITORS
M/s Sushil Vipan & Co., Chartered Accountants, Statutory Auditors of
the Company hold office until the conclusion of the ensuing Annual
General Meeting. The Company has received letter from them to the
effect that their appointment, if made, would be within the limits
prescribed U/s 139 of the Companies Act, 2013. Accordingly, M/s Sushil
Vipan & Co., Chartered Accountants, is required to be reappointed as
Statutory Auditors of the Company at the ensuing Annual General
Meeting. Their appointment has also been recommended by the Audit
Committee.
DIRECTORS
Mr. Pawan Chadha was re-appointed as a Whole Time Director of the
Company w.e.f. 01.10.2013 by the Board subject to the approval of the
Board.
Ms. Arpita Verma will retire at the ensuing Annual General Meeting of
the Company and being eligible, offer herself for reappointment. Your
directors recommend her reappointment.
Mr. Kawaljit Singh Bhatia was appointed as an Additional
Director(Independent) w.e.f. 10.06.2014 by the Board, his term expires
at the conclusion of forthcoming Annual General Meeting.
Ms. Deepika Singh was appointed as an Additional Director(Independent)
w.e.f.10.06.2014 by the Board. Your Directors recommend her appointment
as an Independent director of the Company.
INDEPENDENT DIRECTORS
In terms of sub-section (10) of section 149 of the Companies Act, 2013
(effective from 01-04-2014), every listed company shall appoint
Independent Directors, who shall hold office for a term up to 5 (five)
consecutive years on the Board of a company and sub section (11) of
section 149 states that no Independent Director shall be eligible to be
appointed for more than 2 (two) consecutive terms of 5 (five) years.
Further, it may be noted that sub-section (5) of section 149 of the
Companies Act, 2013, provides for a transitional period of one year
(from 01-04-2014) for re-appointment of the Independent Directors, if
eligible, for a consecutive period of 5 (five) years (if,it is intended
so by the Board) subject to compliance with the eligibility and other
prescribed conditions.
In compliance of Section 149 of the Companies Act, 2013, regarding
appointment of independent directors, your board have decided to
recommend the appointment of Mr. Kishan Kalani, and Ms. Deepika Singh
as independent directors.
Key Managerial Personnel
Mr. Satish Kumar Verma Chairman & Managing Director, Mr. Pawan Chadha,
Whole Time Director and Chief Financial Officer and Ms. Arpita Verma,
Whole Time Director of the Company are nominated as Key Managerial
Personnel (KMP) of the Company under the provisions of section 203 of
the Companies Act, 2013.
DIRECTOR'S RESPONSIBILTY STATEMENT
The Board of Directors of your Company state:
i. that in the preparation of the annual accounts, the applicable
accounting standards had been followed;
ii. that 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 financial year and of the
profit of the Company for that period;
iii. that the directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act,1956, safeguarding the assets of the
Company and for preventing and detecting fraud and other
irregularities.
iv. that the directors had prepared the annual accounts on a going
concern basis.
AUDIT COMMITTEE
The audit committee has met and reviewed the financial statements for
the financial year ended 31.03.2014 and has not given any adverse
observations. It has also recommended the re-appointment of M/s. Sushil
Vipan & Co., Chartered Accountants, as statutory auditors of the
Company. The role and scope of the Committee is as per the requirement
of Section 177 of the Companies Act, 2013 and Listing Agreement.
Presently Ms. Deepika Singh, Mr. K. Kalani, and Mr. Pawan Chadha are
the members of Audit Committee. Mr. Kishan Kalani is the Chairman of
the Audit Committee.
Vigil Mechanism
The Audit Committee has established a Vigil Mechanism and adopted a
Revised Whistle-Blower Policy at its meeting held on August 12, 2014,
which provides a formal mechanism for all Directors and employees of
the Company to approach the Management of the Company (Audit Committee
in case where the concern involves the Senior Management) and make
protective disclosures to the Management about unethical behaviour,
actual or suspected fraud or violation of the Company's Code of Conduct
or ethics policy. The disclosures reported are addressed in the manner
and within the time frames prescribed in the Policy. The Company
affirms that no director or employee of the Company has been denied
access to the Audit Committee.
CORPORATE GOVERNANCE
As per clause 49 of the listing agreement with Stock Exchange(s),
Management Discussion & Analysis Report and Corporate Governance Report
is annexed as Annexure I and Annexure II & form part of this Directors'
Report.
PARTICULARS OF EMPLOYEES
During the year, there were no employees who were in receipt of
remuneration as per the provisions of Section 217(2A) of the Companies
Act, 1956, read with the Companies (Particulars of Employees) Rules,
1975.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNING AND OUTGO Conservation of Energy:
Company continues to pay significant attention towards the conservation
of energy and all necessary measures have been taken to optimize the
use of electricity, which is being used for manufacturing.
Research & Development and Technology Absorption :
The Company has been improving the quality of its products as per
latest fashions through its skilled technical staff. The Company has
not imported any technology from abroad.
Foreign Exchange earning and outgo:
Particulars Year ended Year ended
31.03.14 31.03.13
Rs. In lac Rs. In lac
Foreign Exchange Earning 1467.44 1054.48
Foreign Exchange Outgo 94.64 59.22
EMPLOYEES RELATIONS
During the year, the industrial relations continued to be cordial and
harmonious. Your directors wish to place on record the appreciation for
the devoted services rendered by the workers, staff and executives of
the Company at all levels who have contributed to the efficient and
successful management of the Company.
LISTING
Presently the Company's equity shares are listed on the following Stock
Exchanges:- The Jaipur Stock Exchange Ltd.
The Calcutta Stock Exchange Association Ltd.
The Delhi Stock Exchange Association Ltd. and Bombay Stock Exchange
Ltd.
However, de-listing applications have already been made to Jaipur &
Calcutta Stock Exchanges.
Your Company is regular in paying listing fees to B.S.E. & D.S.E.
ACKNOWLEDGEMENT
Your directors take this opportunity to offer their sincere thanks to
various departments of the Central and state Governments, Financial
Institutions, Banks and Investors for their unstinted support,
assistance and valuable guidance.
By Order of the Board
For Oscar Global Limited
(Satish Kumar Verma)
Place : New Delhi (Chairman & Managing Director)
Date : 12.08.2014 DIN: 00225444 |