The Directors present herewith their 37th Annual Report together with the Audited Statements for the year ended on March 31, 2024.
FINANCIAL RESULTS
The financial results of the Company are summarized asunder:
(Rs. in lacs)
|
Particulars
|
Year ended March 31, 2024
|
Year ended March 31, 2023
|
|
Revenue from operations & other Income
|
381.25
|
123.56
|
|
Profit /(Loss) before Depreciation and Taxation
|
183.92
|
18.27
|
|
Less: Depreciation & Amortization
|
6.39
|
6.51
|
|
Profit / Loss before Tax
|
177.53
|
11.76
|
|
i)Tax Expenses: Current Tax
|
31.65
|
3.10
|
|
ii) Deferred tax
|
3.65
|
3.49
|
|
iii)Tax for earlier years & excess /short provision
|
--
|
47.57
|
|
iv) MAT Credit
|
0.72
|
(0.72)
|
|
Net Profit / (Loss) for the year
|
141.51
|
(41.7)
|
|
Other Comprehensive Income-
Re-measurement gains/(losses) on defined benefit plans
|
(5.35)
|
8.13
|
|
Total comprehensive income/ (loss) for the year
|
136.16
|
(33.55)
|
OPERATIONS / STATE OF COMPANY'S AFFAIRS
During the year under review, Company has booked revenue of Rs. 381.25 Lakhs as compared to Rs. 123.56 Lakhs in the preceding financial year. Further after meeting administrative and tax expenses Company has booked Net Profit of Rs. 141.51 Lakhs as compared to the Net Loss of Rs.41.7 Lakhs in the preceding financial year.
MATERIAL CHANGES AND COMMITMENTS AFTER THE END OF THE FINANCIAL YEAR
Open Offer & Change in Promoters & Control of Management:
As reported last year, Promoters of the Company (Oasis Securities Ltd.) had entered into Share Purchase Agreement (SPA) on May 15, 2023 with Mr. Rajesh Kumar Sodhani, Ms. Priya Sodhani and Mr. Gyan Chand Jain for sale of 13,06,951 fully paid up Equity and voting share Capital of the Company (representing 70.65% of the total paid up share capital).
On the application of the company Reserve Bank of India (RBI) has approved the transfer of 70.65% shareholding (control) to the acquirers and change in management. After the approval of the RBI Open Offer was made the acquirers as per SEBI regulations and the management change process was completed.
DIVIDEND & TRANSFER TO RESERVES
In order to conserve resources, the Directors do not recommend any dividend for the Financial Year 2023-2024. No amount of profit was transferred to any Reserves.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
After the closure of the financial year 2023-24 following changes has been occurred in the board of Directors and KMP's:
|
S.
No
|
Name Of Director/KM P
|
DIN/PAN
|
Designatio
n
|
Date Of Appointment / Cessation
|
Nature of change (Appointment/Cessation )
|
|
1
|
Devi Dutt Agarwal
|
10631960
|
Additional
Director
|
18/07/2024
|
Appointment
|
|
Whole
Time
Director
|
05/08/2024
|
|
2
|
Priya Sodhani
|
02523843
|
Additional
Director
|
18/07/2024
|
Appointment
|
|
3
|
Rajesh Kumar Sodhani
|
02516856
|
Additional
Director
|
18/07/2024
|
Appointment
|
|
Managing
Director
|
05/08/2024
|
|
4
|
Gyan Chand Jain
|
01220412
|
Additional
Director
|
18/07/2024
|
Appointment
|
|
5
|
Indra Kumar Bagri
|
00014384
|
Director
|
18/07/2024
|
Cessation
|
|
6
|
Vimal Pannalal Damani
|
00014486
|
Independe nt Director
|
18/07/2024
|
Cessation
|
|
7
|
Smita Naresh Pachisia
|
07141023
|
Independe nt Director
|
18/07/2024
|
Cessation
|
|
8
|
Anil Kumar Bagri
|
00014338
|
Managing
Director
|
18/07/2024
|
Cessation
|
|
9.
|
Narendra
Thandvi
|
AANPT5447R
|
CFO
|
18/07/2024
|
Cessation
|
|
10
|
Dinesh Kumar Bhattar
|
03377478
|
Independe nt Director
|
05/08/2024
|
Appointment
|
|
11
|
Meenu Kabra
|
10269674
|
Independe nt Director
|
05/08/2024
|
Appointment
|
Composition of the Board of Directors and KMP as on August 05, 2024 is as following:
|
Sr.
No.
|
Name of Director/KMP
|
Designation
|
DIN
|
Date of Appointment
|
|
1
|
Devi Dutt Agarwal
|
Additional
Director
|
10631960
|
18/07/2024
|
|
2
|
Priya Sodhani
|
Additional
Director
|
02523843
|
18/07/2024
|
|
3
|
Rajesh Kumar Sodhani
|
Additional
Director
|
02516856
|
18/07/2024
|
|
4
|
Gyan Chand Jain
|
Additional
Director
|
01220412
|
18/07/2024
|
|
5
|
Dinesh Kumar Bhattar
|
Independent
Director
|
03377478
|
05/08/2024
|
|
6
|
Meenu Kabra
|
Independent
Director
|
10269674
|
05/08/2024
|
|
7
|
Kirti Jain
|
Company
Secretary
|
APKPJ4851K
|
15/12/2014
|
In accordance with the provisions of Section 152 of the Act read with Articles of Association, Mrs. Priya Sodhani (DIN: 02523843), Director of the Company, retires by rotation at the ensuing Annual General Meeting (AGM) in accordance with Section 152(6) of the Companies Act, 2013 and he is eligible for re-appointment.
In terms of Section 203 of the Act, the following are the Key Managerial Personnel (KMP) of the Company:
Mr. Rajesh Kumar Sodhani (DIN: 02516856)- Managing Director; Mr. Devi Dutt Agarwal (DIN: 10631960) Whole Time Director; Ms. Kirti Jain- Company Secretary.
INDEPENDENT DIRECTORS
Mr. Dinesh Kumar Bhattar (DIN: 03377478) and Mrs. Meenu Kabra (DIN: 03377478) are independent directors of the Company they have submitted declarations that each of them meet the criteria of independence as provided in sub Section (6) of Section 149 of the Companies Act, 2013. There has been no change in the circumstances which may affect their status as an independent director during the year. In the opinion of the Board, the independent directors possess appropriate balance of skills, experience and knowledge, as required.
Further, in terms of Section 150 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, as amended, Independent Directors of the Company have included their names in the data bank of Independent Directors maintained with the Indian Institute of Corporate Affairs.
MEETINGS OF BOARD OF DIRECTORS AND COMMITTEES THEREOF
08 meetings of the Board of Directors were held during the year 2023-24 i.e., on 18.04.2023, 15.05.2023, 25.05.2023, 11.08.2023, 13.10.2023, 07.11.2023, 18.01.2024 & 24.01.2024.
The Committees of the Board have been constituted/ reconstituted in accordance with the provisions of the Companies Act, 2013. Currently, the Board has the following Committees:
(1) Audit Committee consists of three Directors namely Mr. Dinesh Kumar Bhattar (DIN: 03377478), Independent Director, Ms. Meenu Kabra (DIN: 10269674) Independent Director and Mr. Devi Dutt Agrawal (DIN: 10631960) Whole Time Director.
04 meetings of the Audit Committee were held during the year 2023-24 i.e., on 25.05.2023, 11.08.2023, 07.11.2023 & 24.01.2024.
(2) Nomination & Remuneration Committee consists of three Directors namely Mr. Dinesh Kumar Bhattar (DIN: 03377478) Independent Director, Ms. Meenu Kabra (DIN: 10269674) Independent Director and Mr. Gyan Chand Jain (DIN: 01220412) Non-Executive Director.
02 meetings of the Nomination & Remuneration Committee were held during the year 2023-24 i.e., on 25.05.2023 & 18.01.2024.
(3) Stakeholder Relationship Committee consists of three Directors namely Mr. Dinesh Kumar Bhattar (DIN: 03377478) Independent Director, Ms. Meenu Kabra (DIN: 10269674) Independent Director, Mr. Gyan Chand Jain (DIN: 01220412) Non-Executive Director and Mr. Rajesh Kumar Sodhani (DIN: 02516856) Managing Director.
01 meetings of the Stakeholder Relationship Committee was held during the year 30.03.2024.
(4) No meeting of the Finance Committee held during the year 2023-24.
CORPORATE SOCIAL RESPONSIBILITY
Provisions of Section 135 of the Companies Act, 2013 with regard to Corporate Social Responsibility are not applicable to the company.
WHISTLE BLOWER POLICY / VIGIL MECHANISM
The Company is committed to adhere to the highest standards of ethical, moral and legal conduct of business operations. To maintain these standards, the Company encourages its employees who have concerns about suspected misconduct to come forward and express these concerns without fear of punishment or unfair treatment. A Vigil (Whistle Blower) Mechanism formulated by the Company provides a channel to the employees and Directors to report to the management concerns about unethical behavior, actual or suspected fraud or violation of the Codes of Conduct or Policy. The mechanism provides for adequate safeguards against victimization of employees and Directors to avail of the mechanism and also provide for direct access to the Managing Director/Chairman of the Audit Committee in exceptional cases. The revised policy is placed on the website of the Company which includes provisions enabling employees to report instances of leak of unpublished price sensitive information as per Reg.9A, Sub Reg.6 of SEBI (Prohibition of Insider Trading) Regulations, 2015. Web link: https://www.oasiscaps.com/coc.php
POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION AND CRITERIA FOR INDEPENDENT DIRECTORS
The Remuneration Policy for directors and senior management and the Criteria for selection of candidates for appointment as directors, independent directors, and senior management are placed on the website of the Company. Web link: https://www.oasiscaps.com/coc.php
There has been no change in the policies since the last fiscal year.
The Board of Directors affirms that the remuneration paid to the directors is as per the terms laid out in the Remuneration Policy of the Company.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm that:
a) In the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures;
b) 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;
c) 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;
d) They have prepared the annual accounts on a going concern basis;
e) They have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively;
f) They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
ADEQUACY OF INTERNAL FINANCIAL CONTROLS
The Company has proper and adequate system of internal financial controls commensurate with its nature and size of business and meets the following objectives:
a) Providing assurance regarding the effectiveness and efficiency of operations
b) Efficient use and safe guarding of resources
c) Compliance with policies, procedures and applicable laws and regulations and
d) Transactions being accurately reported and recorded timely
The Company has budgetary control system to monitor expenditures and operations against budgets on an on-going basis.
The internal auditor also regularly reviews the adequacy of internal financial control system.
DETAILS OF SUBSIDIARIES / JOINT VENTURES / ASSOCIATES
The Company does not have any subsidiaries / joint ventures / associates.
ANNUAL RETURN
As provided under sub Section (3) of Section 92 and 134(3)(a) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management & Administration) Rules, the annual return of the Company is uploaded on the website of the Company at Web link: http://www.oasiscaps.com/annual_reports.php
AUDITORS AND THEIR REPORT
Pursuant to Section 139 of the Companies Act, 2013, read with Companies (Audit and Auditors) Rules, 2014, the term of appointment of M/s. A.V. Arolkar & Co., Chartered Accountants, Mumbai, (FRN No. 100542W) as Statutory Auditors of the Company expires at the conclusion of the ensuing 37th Annual General Meeting (AGM) of the Company.
The auditors' report on the financial year 2023-24 does not contain any qualifications, reservations or adverse remarks in their report.
The Board hereby proposes to appoint M/s Rajvanshi & Associates (FRN: 005069C), Chartered Accountant as statutory auditors of the company to hold office from the conclusion of this ensuing Annual General Meeting to be held for the financial year 2024-25 till the conclusion of the AGM to be held in the FY 2028-29.
Company has received certificate from the proposed Auditor to the effect they are not disqualified to continue as statutory auditors under the provisions of applicable laws.
SECRETARIAL AUDIT AND THEIR REPORT
Pursuant to the provisions of Section 204 and other applicable provisions, if any, of the Companies Act, 2013, M/s. Parikh & Associates, Practicing Company Secretaries were appointed as the Secretarial Auditor for auditing the secretarial records of the Company for the financial year 202324 and their Report is attached here to as Annexure I.
The Report of the Secretarial Auditor does not contain any qualifications or any adverse remarks. INTERNAL AUDITOR
In accordance with the provisions of section 138 of the Companies Act, 2013 and rules made thereunder, the Board of Directors of the Company has appointed M/s Bhatter & Co., Chartered Accountants (FRN: 131092W) as Internal Auditors of the Company for the financial year 2023-24.
The Internal Audit Report was received quarterly by the Company and the same were reviewed and approved by the Audit Committee and Board of Directors. The quarterly Internal Audit Report received for the financial Year 2023-24 is free from any qualification, further the notes on accounts are self-explanatory and the observations were looked into by the management.
During the financial year 2023-2024, no fraud was reported by the Internal Auditor of the Company in their Audit Report.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
In view of nature of business of the Company, particulars regarding conservation of energy and technology absorption are not given. However, the Company has taken various measures to conserve energy at all levels.
There were no foreign exchange earnings or outgo during the year under report.
PARTICULARS OF EMPLOYEES
Pursuant to Section 197 of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the particulars of employees are annexed as Annexure II.
DEPOSITS FROM PUBLIC
The Company has not accepted any deposits from public during the year.
SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORY / JUDICIAL AUTHORITY
No significant or material orders were passed by any regulator or court that would impact the going concern status of the Company and its future operations.
PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS
The Company has not given any loans or guarantees or made investments pursuant to the provisions of the Section 186 of the Companies Act, 2013 during the year under report.
RISK MANAGEMENT POLICY
The Board of Directors of the Company has framed a risk management policy and is responsible for reviewing the risk management plan and ensuring its effectiveness. The audit committee has additional oversight in the area of financial risks and controls. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis.
RELATED PARTY TRANSACTIONS
Particulars of transactions with related parties pursuant to Section 134(3)(h) of the Act read with rule8(2) of the Companies (Accounts) Rules, 2014 are given in Form AOC-2 and the same forms part of this report as Annexure III.
EVALUATION OF BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS
An annual evaluation of the Board’s own performance, Board committees and individual directors was carried out pursuant to the provisions of the Act in the following manner:
|
Sr.
No.
|
Performance evaluation of
|
Performance evaluation performed by
|
Criteria
|
|
1
|
Each Individual directors
|
Nomination and
Remuneration
Committee
|
Attendance, Contribution to the Board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and guidance provided, key performance aspects in case of executive directors etc.
|
|
2
|
Independent
Directors
|
Entire Board of Directors
|
Attendance, Contribution to the Board and committee meetings like preparedness on the
|
| |
|
excluding the director who is being evaluated
|
issues to be discussed, meaningful and constructive contribution and guidance provided etc.
|
|
3
|
Board and its committees
|
All directors
|
Board composition and structure; effectiveness of Board processes, information and functioning, fulfillment of key responsibilities, performance of specific duties and obligations, timely flow of information etc.
The assessment of committees based on the terms of reference of the committees and effectiveness of the meetings.
|
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
The company has in place Anti-Sexual Harassment Policy in line with the requirements of The Sexual Harassment of women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and rules made there under. All employees (permanent, contractual, temporary, trainees) are covered under this policy. The Company has not received any complaint of sexual harassment during the year under report.
LISTING FEES
The Company has paid the listing fees to BSE Limited for the year 2024-2025.
INSIDER TRADING REGULATIONS AND CODE OF DISCLOSURE
The Board of Directors has adopted the Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information and Code of Internal Procedures and Conduct for Regulating, Monitoring and Reporting of Trading by Insiders in accordance with the requirements of the SEBI (Prohibition of Insider Trading) Regulation, 2015 and is available on our website. The web link is www.oasiscaps.com/policies.php
MANAGEMENT'S DISCUSSION AND ANALYSIS
In terms of the provisions of Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Management's discussion and analysis is set out in this Annual Report as Annexure IV.
CORPORATE GOVERNANCE REPORT
As per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 Corporate Governance is not mandatory to the Company.
MAINTENANCE OF COST RECORDS
Maintenance of cost records as specified by the Central Government under Section 148(1) of the Act is not applicable to the company.
COMPLIANCES OF SECRETARIAL STANADARD
The company has devised proper systems to ensure compliance with the provisions of all applicable secretarial standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively.
APPRECIATION:
The Board of Directors are thankful to its Bankers and Institutions for the support and financial assistance from time to time.
Your directors are pleased to place on record their sincere appreciation to all the employees of the Company whose untiring efforts have made achieving its goal possible. Your Directors wish to thank the Central and State Governments, customers, suppliers, business associates, shareholders for their continued support and for the faith reposed in your Company.
For and on behalf of the Board OASIS SECURITIES LIMITED
Digitally signed by DEVI
Digitally signed by RAJESH DEVI DUIT DUTT AGARWAL
RAJESH KUMAR KUMAR SODHANI Date: 2024.08.22
SODHANI Date: 2024.08.22 18:36:40 ^\^J^\RVV^\L 1837^1 05'30'
RAJESH KUMAR SODHANI DEVI DUTT AGARWAL
Managing Director Whole Time Director
DIN:02516856 DIN:10631960
Place: Jaipur Date: 22/08/2024
|