DIRECTORS REPORT TO THE MEMBERS 1.The Directors hereby present their Report on the business and operations of the Company and the audited financial statements for the year ended 31st March, 2016: 2. DIVIDEND: Your directors have not recommended any dividend for the year under review. 3. OPERATIONS: The Company has rented its factory premises located at Valsad. 4. HOLDING AND SUBSIDIARIES: The Company has no subsidiary, joint venture or associate companies. 5. DEPOSITS: The Company has not accepted any deposits from the public. 6. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO: In view of the nature of activities which are being carried on by your Company, the provisions of Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014, concerning conservation of energy and technology absorption, are not applicable to your Company. There were no Foreign Exchange earnings or outgo during the period. 7. RELATED PARTY TRANSACTIONS: The Company had not entered into any related party transactions as per Section 188 of the Companies Act, 2013, during the Financial Year 2015-16. 8. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS: The Company has no outstanding Loans, Guarantees or Investments covered under Section 186 of the Companies Act, 2013, as on March 31, 2016. 9. EXTRACT OF ANNUAL RETURN AS REQUIRED AND PRESCRIBED UNDER SECTION 92(3) OF THE COMPANIES ACT, 2013 AND RULES MADE THEREUNDER: Pursuant to sub-section 3(a) of Section 134 and sub-section (3) of Section 92 of the Companies Act, 2013, read with Rule 12 of the Companies (Management and Administration) Rules, 2014, an extract of the Annual Return as at 31st March, 2016 forms part of this Report and is appended herewith as "Annexure A" 10. DIRECTORS: During the year under review, Mrs. Bhaktawar Pardiwalla, Independent Director, had step down from the Board of the Company w.e.f. October 19, 2015, as she didn't meet the criteria of Independence due to her shareholding which exceeded more than 2% of the paid-up capital of the Company. The Board of Directors had appointed Mrs. Bhaktawar Pardiwalla, as an Additional Director on November 9, 2015, and categorized her as woman director in terms of Section 161, 149 of the Companies Act, 2013 read with Rule 3 of the Companies (Appointment of Directors) Rules, 2014 under Section 161 of the Companies Act, 2013, ("Act"). She will hold office upto the Annual General Meeting, of the Company and being eligible, offers herself for appointment. Notice under Section 160 of Act, has been received by the Company from a member, signifying an intention to propose the candidature of Mrs. Bhaktawar Pardiwalla as director of the Company. Necessary resolution for the appointment of Mrs. Bhaktawar Pardiwalla have been included in the notice convening the ensuing AGM and requisite details have been provided in the notice. Your directors commend their appointment. All the Independent Directors have given a declaration under sub-section (7) of section 149 of the Companies Act, 2013 ("Act") that they meet the criteria of independence as laid down under Section 149(6) of the Act. During the year, the non-executive director of the Company had no pecuniary relationship or transactions with the Company. All the directors of the Company have confirmed that they are not disqualified from being appointed as directors as prescribed under Section 164(2) of the Companies Act, 2013. During the year under review, 4 Board Meetings were held, the dates being May 28, 2015, August 11, 2015, November 09, 2015, February 10, 2016. The gap between the meetings was within the period prescribed under the Companies Act, 2013. Board Evaluation The Companies Act, 2013, stipulates the evaluation of the performance of the Board, its Committees, Individual Directors and the Chairman. With the objective of enhancing the effectiveness of the Board, the Nomination & Remuneration Committee formulated the methodology and criteria to evaluate the performance of the Board and each director. The evaluation framework for assessing the performance of directors comprises of various key areas such as attendance at Board and Committee Meetings, quality of contribution to Board discussions and decisions, strategic insights or inputs regarding future growth of the Company and its performance, ability to challenge views in a constructive manner, knowledge acquired with regard to the Company's business/activities, understanding of industry and global trends, etc. Pursuant to the provisions of the Companies Act, 2013, 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 performance evaluation of the Independent Directors was carried out by the entire Board excluding the Director being evaluated. The performance evaluation of the Chairman and the Non-Independent Directors was carried out by the Independent Directors. Qualitative comments and suggestions of Directors were taken into consideration by the Chairman of the Board and the Chairman of the Nomination and Remuneration Committee. The Directors have expressed their satisfaction with the evaluation process. Subsequently, at the meeting of the Board of Directors, the consolidated report of the responses received from the directors was tabled. The board reviewed the performance of each of the directors of the Company and the board as a whole and expressed its satisfaction on the same. Nomination and Remuneration Charter/Policy The Board has adopted, on recommendation of the Nomination & Remuneration Committee, a Charter for selection and appointment of Directors, Senior Management and their remuneration. Nomination & Remuneration Charter has been placed on the website of the Company at www.oseaspre.com Independent Directors Meeting During the year under review, the Independent Directors met on March 30, 2016, inter alia, to discuss: • Evaluation of the performance of the Board as a whole; • To assess the quality, quantity and timelines of flow of information between the Company management and the Board that is necessary for the Board to effectively and reasonably perform their duties. 11. AUDIT COMMITTEE: Your Company has constituted an Audit Committee in terms of the requirements of the Companies Act, 2013. The Members of audit committee are Mr. S. Raja (Chairman), Mr. J. C. Bham and Mr. Girish Advani. The Company has duly complied with the provisions of Section 177(2) of the Companies Act, 2013 as all its members are independent. During the year under review, the Committee met on May 28, 2015, August 11, 2015, November 09, 2015 and February 10, 2016. The company has established a vigil mechanism through the committee, wherein the genuine concerns are expressed by the employees and other Directors. The Company has also provided adequate safeguards against victimization of employees and directors who express their concerns. The Company has provided the details of the vigil mechanism in the Whistle Blower Policy and also posted on the website of the Company. 12. NOMINATION AND REMUNERATION COMMITTEE: Your Company has constituted a Nomination and Remuneration Committee in terms of the requirements of the Companies Act, 2013. The Members of Nomination and Remuneration Committee are Mr. Girish Advani (Chairman), Mr. J. C. Bham and Mr. S. Raja. The Company has duly complied with the provisions of Section 178(1) of the Companies Act, 2013 i.e. majority of its members are independent. During the year under review, the Committee met on 09th November 2015 and 30th March, 2016. The broad terms of reference of the Nomination and Remuneration Committee includes: • Setup and composition of the Board, its committees. • Evaluation of performance of the Board, its committees and Individual Directors. • Remuneration for Directors, KMP and other employees. 13. DIRECTORS' RESPONSIBILITY STATEMENT: Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge, confirm that: 1) in the preparation of the Annual Accounts, the applicable accounting standards have been followed and there are no material departures; 2) 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; 3) 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; 4) they have prepared the Annual Accounts on a going concern basis; and 5) they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively. 6) they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively. Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory and secretarial auditors and the reviews performed by Management and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that the Company's internal financial controls were adequate and effective during the financial year 2015-16. 14. PARTICULARS OF EMPLOYEES: The Information as per Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, forms part of this Report as "Annexure B". However, as per the provisions of Section 136 of the Act, the report and accounts are being sent to the Members and others entitled thereto, excluding the information on employees' remuneration particulars which is available for inspection by the Members at the Registered Office of the Company during business hours on working days of the Company up to the date of the ensuing Annual General Meeting. If any Member is interested in obtaining a copy thereof, such Member may write to the Company Secretary in this regard. 15. AUDITORS: Statutory Auditors At the Annual General Meeting held on 30th September, 2015, the members approved appointment of M/s. Kalyaniwalla & Mistry, Chartered Accountants, Mumbai, (ICAI Registration No. 104607W) as statutory Auditor for a period of five years commencing from the 33rd Annual General Meeting until the conclusion of the 38th Annual General Meeting, (subject to ratification of the appointment by the Members, at every Annual General Meeting held after the 33rd Annual General Meeting) on such remuneration as may be fixed by the Board, apart from reimbursement of out of pocket expenses as may be incurred by them for the purpose of audit. The ratification of appointment is accordingly proposed in the notice of the forthcoming AGM vide item No. 2 for ratification by members. As required under Clause 41 of the Listing Agreement and Regulation 33.1 (d) ii of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the auditors have also confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India. The specific notes forming part of the accounts referred to in the Auditors' Report are self- explanatory and give complete information. Secretarial Audit Report Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. Parikh & Associates, a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company. The Report of the Secretarial Auditor is annexed herewith as "Annexure C". Internal Auditors M/s. K. S. Thar & Co., Chartered Accountants, is the internal auditor of the Company and their internal audit plan and remuneration are approved by the Audit Committee. 16. SIGNIFICANT OR MATERIAL ORDERS: 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 statement relate and the date of this Report. 17. MATERIAL CHANGES: No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which this financial statements relate upto the date of this report. 18. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY: The Company has an adequate Internal Control System and processes in place with respect to its financial statements which provide reasonable assurance regarding the reliability of financial reporting and the preparation of Financial Statements, These controls and process are driven by the Board of Directors instructions and regulatory compliances. The reports and findings of the internal auditor and the internal control system are reviewed periodically by the Audit Committee. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee of the Board. 19. AUDITORS QUALIFICATIONS: Practicing Company Secretary in their Secretarial Audit Report had qualified that the Company did not have Managing Director for the year. The Company will appoint the Managing Director at an appropriate time to address the qualification. 20. RISK MANAGEMENT POLICY: The risk management includes identifying types of risks and its assessment, risk handling and monitoring and reporting. A Risk Management Policy was implemented through the Risk Management Committee. The Risk Management Policy of the Company is placed on the website of the Company at www.oseaspre.com The Company has formulated a Risk Assessment & Management Policy, duly reviewed by the Audit Committee, establishing the philosophy of the Company towards risk identification, analysis and prioritization of risks, development of risk mitigation plans and reporting to the Board periodically. The Policy would be applicable to all the functions and departments of the Company. 21. 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 thereunder for prevention and redressal of complaints of sexual harassment at workplace. The Company has not received any complaint on sexual harassment during the financial year 2015-2016. 22. PREVENTION OF INSIDER TRADING CODE: The Company has adopted a Code of Conduct to regulate, monitor and report trading by insiders and code of practices and procedures for fair disclosures of unpublished price sensitive information in terms of Regulations 8(1), 9(1) and 9(2) of SEBI (Prohibition of Insider Trading) Regulations, 2015. All the Directors, employees at senior management level and other employees who could have access to unpublished price sensitive information of the Company are governed by this code. The company's shares had been suspended for trading by the BSE Limited due to certain non compliance with the listing agreement. The suspension in trading of equity shares has been revoked by BSE Ltd. w.e.f. March 21, 2016. However, to meet the requirement of in-principal approval to revoke the suspension in trading of equity shares, the promoters shareholding will continue to be locked in upto 31/07/2016 for compliance purpose. 23. CHANGE OF REGISTRAR AND SHARE TRANSFER AGENT: Securities and Exchange Board of India (SEBI) vide its Order - PR No. 66/2016 dated March 22, 2016 had passed an interim order against the Company's Registrar & Transfer Agent, Sharepro Services (India) Pvt. Ltd. ("Sharepro") inter alia restraining Sharepro and several entities linked with the management of Sharepro from buying, selling or dealing in the securities market or associating themselves with securities market, either directly or indirectly, in any manner, till further directions. Companies who are clients of Sharepro had also been advised by SEBI to change the R&TA. In line with the SEBI directive, the Company on obtaining the approval of circular resolution passed by the Board on April 7, 2016, has appointed M/s. KARVY COMPUTERSHARE PRIVATE LIMITED, having its Registered Office at "Karvy House" No 46, Avenue 4, Street No. 1, Banjara Hills, Hyderabad 500 034, as the Company's Registrar and Transfer Agent with effect from 1st April, 2016. Members are requested to note the change in the Company's R&TA from Sharepro to Karvy. 24. LISTING AGREEMENT The Securities and Exchange Board of India (SEBI), on September 2, 2015, issued SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, with the aim to consolidate and streamline the provisions of the Listing Agreement for different segments of capital markets to ensure better enforceability. The said regulations were effective December 1, 2015. Accordingly, all listed companies were required to enter into the Listing Agreement within six months from the effective date. The Company entered into Listing Agreement with BSE Limited in December 2015 25. APPRECIATION The Directors express their appreciation to all employees of the various divisions for their diligence and contribution to performance. The Directors also record their appreciation for the support and co-operation received from franchisees, dealers, agents, suppliers, bankers and all other stakeholders. Last but not the least, the Directors wish to thank all shareholders for their continued support. By Order of the Board of Directors For OSEASPRE CONSULTANTS LIMITED Sd/- J. C. Bham CHAIRMAN DIN:02806038 Mumbai, Dated: 18th May, 2016 Registered Office: Neville House, J. N. Heredia Marg, Ballard Estate, Mumbai 400 001 |