DIRECTORS' REPORT To, The Members, Your directors have pleasure in presenting their Twenty Third Annual Report on the business and operations of the company together with the Audited Statement of Accounts for the year ended 31st March, 2015. DIVIDEND In view of carried forward losses, your Directors do not recommend any dividend on the equity share capital. MANAGEMENT DISCUSSION AND ANALYSIS REPORT a) Industry Structure: As on date, the Company does not carry out any operational activity and hence, it does not fall under any particular industry. b) Opportunities and Threats: In absence of any business activity, your Directors are unable to comment on opportunities and threats which otherwise your Company would have been subject to. c) Outlook: With the change in Promoters, the management of the Company have also been changed. It is expected that with the kind of expertise and versatile knowledge at their disposal, the Promoters would restructure the Company with suitable means and would recommence the operations in the Company at the earliest. d) Risks and Concerns: Your Company is subject to external risks like increasing interest rates, liquidity crunch, inflationary pressure, plunging capital market, slowdown in Indian and global economy etc. Apart from external risks, the recommencement of business activity in the Company largely depends on various approvals, procedures and sanctions, which may get delayed. e) Adequacy of Internal Control: Your company has in place an adequate system of internal controls, with documented procedures covering all functions and operating activity to ensure all transactions are authorized, recorded and reported correctly. This ensures functional reporting, optimum utilization of various resources and immediate reporting of deviations. Compliance with laws and regulation is also ensured and confirmed and is checked. f) Human Resource Development: Your Company continues to have cordial and harmonious relations with its employee. g) Discussion on financial performance with respect to operational performance: There is no revenue from operations. DIRECTORS In accordance with the provisions of the Act and the Articles of Association of the Company, Shri Kamal Aggarwal (DIN: 00139199) and Shri Naresh Goyal (DIN: 00139277), Directors of the Company, retire by rotation at the ensuing Annual General Meeting and being eligible have offered themselves for re-appointment. During the year under review, the members approved the appointments of Smt. Minal K Aggarwal (DIN: 07141165) and Smt. Shubharangana N Goyal (DIN: 07141172) as a non-executive Non-Independent Director who is liable to retire by rotation and of Shri Anirudh Sonpal (DIN: 03367049), Shri Surendra Tamboli (DIN: 03258083), Shri S.P. Roy (DIN: 00005131) and Shri Mayur Shah (DIN: 01827655) as Independent Directors who are not liable to retire by rotation. The members have also re-appointed Shri Kamal Aggarwal and Shri. Naresh Goyal designated as directors. The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under the Act and Clause 49 of the Listing Agreement with the Stock Exchanges. Brief resume of Smt. Minal K Aggarwal (DIN: 07141165) and Smt. Shubharangana N Goyal (DIN: 07141172), Mr. Kamal Aggarwal and Mr. Naresh Goyal are given in the Corporate Governance Report. 5. BOARD EVALUATION Pursuant to the provision of the Companies Act, 2013 and the Clause 49 of the Listing Agreement, the board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its committees. The manner in which the evaluation has been carried out has been explained in the corporate Governance Report, attached herewith 6. PUBLIC DEPOSITS The Company has neither accepted nor renewed any Public Deposits during the year under review. As on date the Company does not hold any fixed deposit from public. 7. AUDITORS M/s. Shah Mehta and Bakshi, Chartered Accountants, Vadodara is Statutory Auditors of the Company. In compliance with the Companies (Audit and Auditors) Rules, 2014, M/s. Shah Mehta & Bakshi, Chartered Accountants, Statutory Auditors, are eligible for reappointment as Statutory Auditors. Members are requested take a note on appointment of them for a term of three consecutive years from the 22nd Annual General Meeting till the conclusion of 25th Annual General Meeting considering the ensuing Annual General Meeting as First and to authorize the Board of Directors to fix their remuneration in consultation with the Auditors. 8. OBSERVATION OF AUDITORS The Notes on financial statement referred to in the Auditors' Report are self-explanatory and do not call for any further comments. The Auditors' Report does not contain any qualification, reservation or adverse remark. 9. SECRETARIALAUDITOR The Board has appointed Shri Hemant Valand, Practising Company Secretary, to conduct Secretarial Audit for the financial year 2014-15. The Secretarial Audit Report for the financial year ended March 31, 2015 is annexed herewith marked as Annexure I to this Report. 10. OBSERVATION OF SECRETARIAL AUDIT REPORT In Secretarial Audit Report for the financial year ended March 31, 2015, in that Auditor's have expressed their observation. Your Directors would like to furnish their explanation to the said observations as under. With regard to the observation received from the Secretarial Auditor, your company is in process for appointment of CEO. 11. INTERNAL FINANCIAL CONTROLS The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weakness in the design or operation was observed. 12. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO Since the Company has stopped manufacturing activity for last several years, the statement with respect to conservation of energy, technology absorption is not applicable to the Company. The Company has neither earned nor used any foreign exchange during the year under review. 13. PARTICULARS OF EMPLOYEES The Company did not have any employee who draw monthly remuneration more than Rs. 5,00,000/- and no employee falling within the scope of sub-section [2A] of Section 217 of the Companies Act, 1956. 14. CORPORATE GOVERNANCE The Company is committed to maintain the highest standards of corporate governance and adhere to the corporate governance requirements set out by SEBI. The Company has also implemented several best corporate governance practices as prevalent globally. The report on Corporate Governance pursuant to Clause 49 of the Listing Agreement with BSE along with the certificate of M/s. Shah Mehta & Bakshi, Auditor's, forms part of this report and attached to this report. 15. DIRECTORS' RESPONSIBILITY STATEMENT In accordance with the provision of Section 134(5) of Companies Act, 2013 the Board hereby submits its responsibility statement:- a) In the preparation of the Annual Accounts for the year ended on 31st March, 2015, the applicable Accounting Standards have been followed, along with proper explanation related to material departures; b) Accounting Policies have been consistently applied. The judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on 31st March, 2015 and the profit and loss of the Company for the accounting year ended on that date; c) Proper and sufficient care for maintenance of adequate accounting records has been taken in accordance with the provisions of the Act so as to safeguard the assets of the Company and to prevent and detect fraud and other irregularities; d) The annual accounts have been prepared on a going concern basis; and e) The Directors had laid down internal financial control to be followed by the company and that such internal financial control are adequate and were operating effectively. f) The Directors had devised proper system to ensure compliance with provision of all applicable laws and that such system were adequate and operating effectively. 16. MEETINGS OF THE BOARD Five meetings of the Board of Directors were held during the year. For further details, please refer report on Corporate Governance of this Annual Report. 17. SHARE CAPITAL The paid up equity Share Capital as on March 31, 2015 was Rs. 7,10,47,070/-. During the year under review the company has not issued any shares or any convertible instruments. 18. SHARES a) BUY BACK OF SECURITIES The Company has not bought back any of its securities during the year under review. b) SWEAT EQUITY The Company has not issued any Sweat Equity Shares during the year under review. c) BONUS SHARES No Bonus Shares were issued during the year under review. d) EMPLOYEE STOCK OPTION PLAN The Company has not provided any Stock Option Scheme to the employees. 19. ANNUAL RETURN The extracts of annual return pursuant to the provision of section 92 read with Rule 12 of the Companies (Management and administration) Rules, 2014 is furnished in Annexure II and the same is attached to this report. 20. DISCLOSURE UNDER RULE-5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION) RULES, 2014 Disclosure required under section 197 of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration) Rules, 2014 have been annexed as Annexure III. 21. SUBSIDIARIES, JOINT VENTURE AND ASSOCIATE COMPANIES The Company does not have any Subsidiaries, Joint Venture and Associate Companies. 22. MATERIAL CHANGES No material changes and commitments affecting the financial position of the company occurred during the financial year to which this financial statement relate on the date of this report. 23. PARTICULARS OF LOAN, GUARANTEES AND INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013. There were no loans, guarantees or investments made by the company under section 186 of the companies Act, 2013 during the year under review and hence furnishing the above information is not applicable. 24. RISK MANAGEMENT POLICY The Company has framed a sound Risk Management Policy to identify and evaluate business risk and opportunities and the same has become integral part of company's day to day operation. The key business risk identified by the Company is subject to external risks like increasing interest rates, liquidity crunch, inflationary pressure, plunging capital market, slowdown in Indian and global economy etc. Apart from external risks, the recommencement of business activity in the Company largely depends on various approvals, procedures and sanctions, which may get delayed. 25. RECEIPT OF ANY COMMISSION BY MD / WTD FROM A COMPANY OR FOR RECEIPT OF COMMISSION / REMUNERATION In absence of any business activity, no commission/remuneration received by MD / WTD from the company. 26. DECLARATION OF INDEPENDENT DIRECTORS The Independent Directors have submitted their disclosures to the board that fulfill all the requirements as stipulated in Section 149(6) of the companies Act, 2013 so as to qualify themselves to be appointed as Independent Directors under the provision of the Companies Act, 2013 and relevant rules. 27. AUDIT COMMITTEE AND VIGIL MECHANISM Four meetings of the Audit Committee were held during the year. For further details, please refer report on Corporate Governance of this Annual Report. A Vigil Mechanism for director and employees to report genuine concerns has been established. The Vigil Mechanism policy has been uploaded on the website of the company at www.overseassynthetics.com under the 'Other' head. 28. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES The provision of companies Act, 2013 regarding Corporate Social Responsibility were not attracted to the company for the financial yeas 2014-15. 29. RELATED PARTY TRANSACTIONS Related Party transactions that were entered during the financial year where on an arm's length basis and where in the ordinary course of business. There were no materially significant related party transactions with the company's promoter, director, management or their relatives, which could have had a potential conflict with the interest of the company. Transactions with related party entered by the company in the normal course of business are periodically placed before the audit committee for its omnibus approval and the particular of contract entered during the year as per Form AOC - 2 is enclosed as Annexure - IV. The board of directors of the company has, on the recommendation of the audit committee, adopted a policy to regulate transactions between the company and related parties, in compliance with the applicable provision of the Companies Act 2013, the rules there under and the listing agreement. The policy was considered and approved by the board has been uploaded on the website of the company at www.overseassynthetics.com under the 'Other' head. 30. NOMINATION AND REMUNERATION COMMITTEE AND COMPANY'S POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report, attached herewith. 31. ACKNOWLEDGMENT Your Directors acknowledges the support received from all Government Authorities, Business Associates, Bankers, Shareholders and other business constituents. Your Directors also wish to place on record their appreciation for the continues co-operation made by employees during the year. By Order of the Board For, Overseas Synthetics Ltd. Sd/- Rohit H. Patel Managing Director Place : Vadodara Date : 05.08.2015 Registered Office Block No. 355, Manjusar Kumpad Road, Village: Manjusar, Taluka: Savli, District : Vadodara - 391775 |