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Directors Report of Overseas Synthetics Ltd.

Mar 31, 2015

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


Mar 31, 2014

The Members,

The Directors are pleased to present the Twenty Second Annual Report and the Audited Accounts of the Company for the year ended on31stMarch,2014.

1. FINANCIAL RESULTS (Rs. in Lacs)

particulars 31.03.2014 31.03.2013

Operating Revenue Nil Nil

Others; Nil Nil

Total Income Nil Nil

Expenditure 25.00 9.85

Profit /Loss before Exceptional & Extraordinary items & Tax 25.00 (9.85)

Exceptional Items Nil 94.82

Finance Charges Nil Nil

Depreciation Nil Nil

Profit /Loss before Tax (25.00) 84.97

Provisions and write offs Nil Nil

Provision for tax (current) Nil Nil

Tax Expense earlier years (0.13) Nil

Fringe Benefit Tax Nil Nil

Deferred Tax Added back/written off Nil Nil

"Profit / (Loss) after tax (25.14) 84.97

Excess (short) provision of earlier year written off / back (net) Nil Nil

Balance brought forward from previous year (651.03) (736.00)

" Loss carried to Balance Sheet [676.18) (651.03)



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.

4. Revocation of Suspension

In principal approval for revocation of suspension in trading of Equity shares was granted by BSE on November 8,2013 and the final approval for revocation of suspension was granted by BSE on 21st March, 2014 vide its notice dated 14th March, 2014. The equity shares of the Company are listed on the Bombay Stock Exchange (BSE) with scrip code No. 514330. The equity shares are presently traded in T group.

5. DIRECTORS

Mr.AnirudhSonpal.Mr. SurendraTamboli, Mr. S.P.Roy and Mr. Mayur Shah, the Independent Directors of the Company were liable to retire by rotation in terms of provisions of the Companies Act, 1956.However as per provisions of the Companies Act, 2013, the Independent Directors are required to be appointed by Shareholders and for a term upto five consecutive years and they shall not be liable to retire by rotation. Mr. Mayur Shah expressed his unwillingness to be appointed as an Independent Director and accordingly Mr. Mayur Shah is not proposed to be appointed as an Independent Director. Accordingly it is proposed to appoint them as Independent Directors for a term of five consecutive year''s w.e.f. 1st April, 2014. Mr. Kamal Aggarwal and Mr. Naresh Goyal, Directors of the Company will retire by rotation at the ensuing Annual General Meeting and

being eligible offer themselves for re-appointment.

Brief resume of Mr. Aniruddh Sonpal, Mr. Surendra Tarnboli, Mr. Suresh Prasad Roy, Mr. Kamal Aggarwal and Mr. Naresh

Goyal are given in the Corporate Governance Report.

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

Appointment of M/s. Shah Mehta a,nd Bakshi, Chartered Accountants, Vadodara as 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 to appoint them for a term of three consecutive years from the conclusion of this Annual General Meeting till the conclusion of Fourth 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

In the Annexure to the Independent Auditor''s Report for the year ended 31.03.2014, in para number I (c), VII and X, the Auditor''s have expressed their observations. Your Directors would like to furnish Jheir explanations to the said observations as under:

With regard to para no I (C):

The Promoters have plans to reorganize the Company by adopting suitable means of corporate restructuring and shall recommence the business activity in the Company at the earliest. The Company has also given an advance of Rs. 281.50 Lacs for purchase of assets to carry out manufacturing activities. In the meantime, the Company will continue to pay all its statutory liabilities and endeavor to comply with the provisions of the Companies Act, 2013, listing agreement and all other laws as may be applicable. Hence, the Company very much remains as a going concern. With regard to para no VII:

Considering the present status of the Company, it was not required to appoint any formal internal auditors. However, the Company does have an adequate internal control system commensurate with its current operations. With regard to para no X:

Regarding accumulated losses which exceeds more than 50% of Company''s networth, kindly refer the explanation as furnished herein above. The cash losses incurred in the current financial year is mainly on account of Payment of legal and professional fees. S, CONSERVATION X5F 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.

10. PARTICULARS OFEMPLOYEES

The Company did not have any employee falling within the scope of sub-section [2A] of Section 217 of the Companies Act, 1956.

11. CORPORATE GOVERNANCE

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.

12. DIRECTORS''RESPONSIBILITY STATEMENT

In accordance with the Companies (Amendment) Act, 2000, the Directors state that:

a. In the preparation of the Annual Accounts for the year ended on 31st March, 2014, the applicable Accounting Standards have been followed;

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 31 st March, 2014 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.

13. ACKNOWLEDGEMENT

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 continued co-operation made by employees during the year.

For and on behalf of the Board Place: Vadodara For overseas Synthetics Limited

Date: 05/8/2014 Regd. Office: Sd/- Block No. 355, Manjusar Kumpad Road, Rohit H. Patel Village: Manjusar, Taluka: Savli, Managing Director District: Vadodara - 391775


Mar 31, 2010

The director''s present 18th Annual Report and Audited Accounts for the year ended 31st March, 2010 together with the reports of the Auditors and Directors thereon.

FINANCIAL RESULTS

(Rs. in lakhs)

PARTICULARS 2009-10 2008-09

Sales and Other Income 13.54 19.60

Expenditure 10.02 82.33

Profit /(Loss) before depreciation 3.52 (62.73)

Provision for tax NIL 0.08

Provision for deferred tax Nil Nil

Prior period adjustments 0.24 4.00

Profit/(Loss) after tax (3.76) (66.80)

Add: Balance brought forward from previous year. (980.16) (913.36)

Balance carried to Balance Sheet (976.40) (980.16)

OPERATIONS

During the year under review, your company has posted income of Rs.13.54 lakhs as against Rs. 19.60 lakhs in the corresponding previous year. Your company has posted net profit of Rs. 3.52 lakhs in the current year as compared to loss of Rs. 62.73 in the corresponding previous year which was mainly due to loss on account of sale of fixed assets.

Your Company has now concentrated on trading activities in the current year. However, your directors have chalked out a strategy to directly import other goods including yarn and textile goods from cheap sources such as China and Korea. This would lead to some profitable business.

DIRECTORS

Shri Dinkar Patel, Director of the company would retire and being eligible offers himself for reappointment. Particulars of directors seeking re-appointment are given in the Corporate Governance.

EXPLANATIONS ON THE REMARKS/OBSERVATIONS OF AUDITORS

For the observations/qualifications made by the auditors, your directors submit their explanations as under:

1. As per the consistent practice followed by the company, the gratuity continued to be accounted for on cash basis. It is observed by the management that most of the employees do not put in qualifying services for gratuity hence the same could not be provided for.

2. Normally sundry debtors and creditors do not follow the practice of any confirmation of their dues and balances.

3. As explained, the depreciation of Rs. 1054 not charged to the Profit & Loss Account is in conformity with the policy of the company as no manufacturing activities are undertaken by the company during the year under review.

4. For the deferred tax - non compliance with AS 22, the management firmly believes that in the near future, there is no possibility of writing off the deferred tax assets.

5. . For the impairment of assets no provision is made as during the year some part of the assets were disposed off and treated accordingly in the current year''s accounts, reflecting a true and fair view, this year, as per AS 28.

6. Since the plants were not put to use since 2002 onwards, no depreciation was provided for and same was with the residential flats.

7. The company is investing its liquid assets in stock market securities and investing activities in view of improved stock market conditions iii our country does not call for any further provision as diminution is not likely.

DIRECTORS'' RESPONSIBILITY STATEMENT

As required by Section 217(2AA) of the Companies Act, 1956, your directors confirm that:

1. In the preparation of the Annual Accounts, the applicable accounting standards have been followed.

2. your directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent as to give a true and fair view of the state of affairs of the company as on 31st March, 2010 and the Profit and Loss Account for the year ended on that date (save and except provision of depreciation)

3. The directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting the frauds and other irregularities.

4. The directors have prepared the annual accounts on a going concern basis.

PARTICULARS OF EMPLOYEES

Information pursuant to provisions of Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 as amended is NOT APPLICABLE as no employee of the company was in receipt of remuneration at the prescribed rate during the year under review.

PARTICULARS OF ENERGY CONSERVATION ETC.

Since the company was not engaged into any production activities but only local trading, the ) Information required by Section 217(l)(e) read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules 1988, being not applicable, is not furnished.

AUDITORS

M/s. Natvarlal Vepari & Co; Chartered Accountants retire at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment. The observations made by auditors in their report are explained herein above.

INDUSTRIAL RELATIONS

The Industrial relations remained cordial and peaceful. Your directors duly recognize and appreciate this valuable resource place on record their appreciation of the industrial peace.

ACKNOWLEDGEMENTS

Your Directors place on record their appreciation of the contribution made by all concerned including its employees.

On behalf of the Board

Sd/- Sd/-

DATE: 07/08/2010 Mayur V Shah Rohit H. Patel

PLACE: SURAT DIRECTOR MG.DIRECTOR

 
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