To,
The Members,
The 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.
1. FINANCIAL RESULTS
(Rs. in Lacs)
Particulars 31.03.2015 31.03.2014
Operating Revenue Nil Nil
Others Nil Nil
Total Income Nil Nil
Expenditure 9.53 25.00
Profit /Loss before Exceptional
& Extraordinary items & Tax (9.53) (25.00)
Exceptional Items Nil Nil
Finance Charges Nil Nil
Depreciation Nil Nil
Profit /Loss before Tax (9.53) (25.00)
Provisions and write offs Nil Nil
Provision for tax (current) Nil Nil
Tax Expense earlier years Nil (0.14)
Fringe Benefit Tax Nil Nil
Deferred Tax Added back/written off Nil Nil
Profit / (Loss) after tax (9.53) (25.14)
Excess (short) provision of earlier
year written off / back (net) Nil Nil
Balance brought forward from
previous year (676.18) (651.03)
Loss carried to Balance Sheet (685.71) (676.18)
During the year under review, the Company did not carry out any
operational activity.
2. DIVIDEND
In view of carried forward losses, your Directors do not recommend any
dividend on the equity share capital.
3. 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.
4. 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
5. 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.
6. 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.
7. 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.
8. SECRETARIAL AUDITOR
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.
9. 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.
10. 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.
11. 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.
12. 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.
13. 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.
14. 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.
15. 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.
16. 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.
17. 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.
18. 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.
19. 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.
20. SUBSIDIARIES, JOINT VENTURE AND ASSOCIATE COMPANIES
The Company does not have any Subsidiaries, Joint Venture and Associate
Companies.
21. 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.
22. 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.
23. 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.
24. 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.
25. 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.
26. 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.
27. 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.
28. 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 thereunder 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.
29. 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.
30. 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.
Place : Vadodara
Date : 05.08.2015
Registered Office Sd/-
Block No. 355, Manjusar Kumpad Road, Rohit H. Patel
Village: Manjusar, Taluka: Savli, Managing Director
District : Vadodara - 391775
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