[Pursuant to Section 134(3) of the Companies Act, 2013]
To,
The Members
OASIS SECURITIES LIMITED
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:
| 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:
| Name Of S. Director/KM No 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. Name of Director/KMP No. |
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. Performance No. 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.
|