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
reÂappointment. 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 nonÂexecutive
NonÂIndependent 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 reÂappointed 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 selfÂexplanatory 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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