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Directors Report of Oscar Global Ltd.

Mar 31, 2014

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


Mar 31, 2013

To, The Members of Oscar Global Limited

The Directors have pleasure in presenting the 22nd Annual Report along with the Audited Statement of Accounts of the company for the financial year ended 31st March, 2013.

FINANCIAL HIGHLIGHTS

Current Year Previous Year (Rs. in Lac) (Rs. in Lac)

Sales & Income from Operations 1211.28 667.73

Operating Profit before Interest, Tax & Depreciation 42.80 28.77

Less: Interest 2.20 0.61

Gross Profits 40.60 28.16

Less: Depreciation 8.69 9.43

Profits before Tax 31.90 18.72

Less:

Provision for Income Tax 10.99 17.69

(Including Deferred Tax of Rs. 5719/-)

Net profit /(Loss) 20.91 1.04

Balance of Profit/ (Loss) from Previous Year (571.51) (572.55)

PERFORMANCE

The turnover of the Company has increased from Rs. 667.73 lac to Rs. 1211.28 lacs. The net profit of the company has also increased from Rs.1.04 lac to Rs. 20.91 lac. Your Directors are hopeful that the profitability of the company will further improve in the coming financial year.

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 under review in view of the accumulated losses .

PUBLIC DEPOSITS

Your Company has not accepted any deposits within the meaning of Section 58A of the Companies Act, 1956, and the rules made there under.

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 224(1 B) of the Companies Act, 1956. 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 will retire at the ensuing Annual General Meeting of the Company and being eligible, offer himself for reappointment. Your directors recommend his reappointment.

Mr. K. S. Bhatia was appointed as an additional director (Independent) w.e.f. 20.03.2013 by the Directors, by passing a Resolution by circulation and your directors recommend his appointment as a regular director of the Company.

Ms. Deepika Singh was appointed as an additional director (Independent) w.e.f. 12.08.2013 by the Board, whose term is upto the date of this Annual General Meeting i.e. 27.09.2013. She has not offered herself for reappointment.

Ms. Arpita Verma was appointed as an additional director w.e.f. 12.08.2013 by the Board and your directors recommend her appointment as a regular director of the Company.

DIRECTOR''S RESPONSIBILITY 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 the 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 31.03.2013 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. Mr. K.S. Bhatia, Mr. K. Kalani and Mr. Pawan Chadha are the members of the audit committee at present. Mr. K Kalani is the Chairman.

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 the Director''s Report.

COMPLIANCE CERTIFICATE

Pursuant to the provisions of Section 383A of the Companies Act, 1956, a Certificate from Practicing Company Secretary has been obtained and annexed hereto and the same forms an integral part of the report.

PARTICULARS OF EMPLOYEES

There was no employee receiving remuneration during the year in excess of limits prescribed u/s 217(2A) of the Companies Act, 1956, and the relevant rules made there under.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO

Information pursuant to Section 217(1 )(e) of the Companies Act 1956 read with Companies (Disclosures of Particulars in the Report of Board of directors) Rules 1988, is as follows:

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. However, disclosure in Form-A is not required.

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: (Rs. In Lac)

Particulars Year ended Year ended

31.03.13 31.03.12

Foreign Exchange Earning 1054.48 573.22

Foreign Exchange Outgo 59.22 43.51

EMPLOYEES RELATIONS

During the year, industrial relations were cordial & 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

Place: Delhi (Satish Kumar Verma)

Date: 12.08.2013 (Chairman & Managing Director)


Mar 31, 2012

To The Members of Oscar Global Limited

The Directors have pleasure in presenting the 21st Annual Report along with the Audited Statement of Accounts of the company for the financial year ended 31st March' 2012.

FINANCIAL HIGHLIGHTS

Current Year Previous Year (Rs. in Lac) (Rs. in Lac)

Sales & Income from Operations 667'73 843.45

Operating Profit before Interest' Tax & Depreciation 28.77 42.13

Less: Interest 0.61 4.99

Gross Profits 28.16 37.14

Less: Depreciation 9.43 10.80

Profits before Tax 18.72 26.34

Less:Provision for Income Tax 17.69 8.00 (Including Deferred Tax of Rs. 11.48 Lacs)

Net profit / (Loss)(figures in brackets denote loss) 1.04 18.34

Balance of Profit/ (Loss) from Previous Year (572.55) (590.90)

PERFORMANCE

The turnover of the Company has decreased from Rs. 843.45 lac to 667.73 lac. The net profit of the company has also decreased from Rs. 18.34 lac to Rs. 1.04 lac due to various adverse factors. Your Directors are quite hopeful that the profitability of the company will improve in the coming financial year.

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

In view of the heavy accumulated loss incurred by the Company' the Directors regret their inability to recommend any dividend for the current year under review.

PUBLIC DEPOSITS

Your Company has not accepted any deposits with in the meaning of Section 58A of the Companies Act' 1956' and the rules made there under.

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 ensuring 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 224(1B) of the Companies Act' 1956. 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. Kishan Kalani will retire atftie ensu/ing Annual General Meeting of the Company and being eligible' offer himself for reappointment. Your directors recommend his reappointment.

Mr. K S Bhatia was apperfnted as an additional director (Independent) w.e.f. 01.04.2012 by the board.

Mr. Suresh Wadhwani resigned w.e.f. 31.10.2011 your directors would like to place on record their appreciation for the valuable services rendered by him during his tenure as Director

DIRECTOR'S RESPONSIBILITY 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 the 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 31.03.2012 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. Mr. Suresh Wadhwani ceased to be a member consequent upon his resignation w.e.f. 31/10/2011. Mr. K S Bhatia was appointed in his place w.e.f. 01.04.2012. Mr. K.S. Bhatia' Mr. K. Kalani & Mr. Pawan Chadha are the members of the audit committee. Mr. K Kalani is the Chairman.

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 the Director's Report.

COMPLIANCE CERTIFICATE

Pursuant to the provisions of Section 383A of the Companies Act' 1956' a Certificate from Practicing Company Secretary has been obtained and annexed hereto and the same forms an integral part of the report.

PARTICULARS OF EMPLOYEES

There was no employee receiving remuneration during the year in excess of limits prescribed u/s217(2A)of the Companies Act' 1956' and the relevant rules made there under.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO

Information pursuant to Section 217(1 )(e) of the Companies Act 1956 read with Companies (Disclosures of Particulars in the Report of Board of directors) Rules 1988' is as follows: 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. However' disclosure in Form-Ais not required.

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: (Rs. In Lac)

Particulars Year ended Year ended 31.03.12 31.03.11

Foreign Exchange Earning 573.22 724.78

Foreign Exchange Outgo 43.51 42.53

EMPLOYEES RELATIONS

During the year' industrial relations were cordial & 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. (BSE)

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

Place: Delhi (Satish Verma)

Date: 14.08.2012 (Chairman & Managing Director)

 
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