overseas synthetics limited€¦ · overseas synthetics limited date: 13* october, 2018 to, the...

Overseas Synthetics Limited

Date: 13* October, 2018

To, The General Manager, Corporate Relationship Department, Bombay Stock Exchange Limitsd, P. J, Tower, Dalal street, Mumbai - 400 001

Scrip Code - 51 4330

Subject: Regulation 34(1) of SEBl (Listing Obttgatlons and Disclosure Requirements) Regulation 201 5, Submission of Annual Report for the F.Y. 201 7-18.

Dear Sir,

Pursuant to Regulation 34(1) of SEBl (tisting Obligations and Disctosure Requirements) Regulation 201 5, Please find attached herewith Annual Report as approved by the members of the company at the 26th AnnuM General Meeting held on Saturday, 29th September, 2018 at registered office of the company situated at Block No.355, Manjusar Kumpad Road, Village- Manjusar, Taluka- Savli, Vadodara, Gujarat, 391 775.

Thanking you, Yours truly, For, O w m a s Synthetics

Name: Kamalkumar RaJandta Agg D t rector, PIN: 06139199

R@. Off.: lock NO. 355; Manjusar - ~mpd fload, Mlqe: Manjrrrar, Tddx Sad , Di6bjEt: W m - 391775, INMA MN: U42Wi992PL~7316,0265 B S l I 3 5 , 2 3 B 3 7 ~ ~ ~ i U V 4 n r n 4 s n m t h c t r C S . ~ ~ ~ I ~ c O r n

OVERSEAS SYNTHETICS LIMITED

26th

ANNUAL REPORT

(2017-2018)

Overseas Synthetics Limited 26

th Annual Report

Board of Directors: Mr. Kamal R. Aggarwal Managing Director Mr. Naresh V. Goyal Director Mr. Anirudh C. Sonpal Director (Up to 03.05.2018) Mr. Nikhil V. Raval Director (Up to 03.05.2018) Mrs. Minal K Aggarwal Director Mrs. Shubharangana N Goyal Director

* Mr. SamirkumarBharatbhaiSampat Director * Mr. Rajnish Tiwari Director * Mrs. Vanita Mansukh Parmar Director

* Appointed as Additional Directors on 4

th May 2018 and are subject to approval of Shareholders in ensuing

Annual General Meeting Auditors: M/s. Shah Mehta &Bakshi Chartered Accountants, Vadodara Company Secretary: Mr. Dharmesh Vankar (Up to 03.05.2018) Registered Office: Block No. 355, ManjusarKumpad Road, Village: Manjusar, Taluka: Savli, District: Vadodara, Gujarat - 391775 Registrar & Share transfer agents: MCS Shares Transfer Agent Limited Unit: Overseas Synthetics Limited 88Sampatrao Colony, 1

st Floor, Neelam Apartment,

Above Chappanbhog Sweet, Alkapuri, Vadodara, Gujarat - 390007 Bankers: Indian Overseas Bank, Mehta Pole, Vadodara, Gujarat – 390006.

Sr. No. Subject

1.

2.

3.

4.

5.

6.

7.

8.

Notice Director’s Report Independent Auditor’s Report Balance Sheet Profit & Loss Account Notes to Accounts Cash Flow Statement Attendance Slip / Proxy Form

1

NOTICE CIN No. : L24200GJ1992PLC017316 Email Id: [email protected]

Block No. 355, Manjusar-Kumpad Road, Village - Manjusar, Taluka - Savli, Vadodara - 391775 NOTICE is hereby given that the Twenty Sixth Annual General Meeting of the Members of OVERSEAS SYNTHETICS LIMITED will be held on Saturday, 29th September, 2018, at 11.00 a.m. at its Registered Office situated at Block No 355, Manjusar Kumpad Road, Village - Manjusar, Taluka - Savli, District - Vadodara - 391775, to transact the following business: ORDINARY BUSINESS:

1. To receive, consider and adopt the audited financial Statements comprising the Balance Sheet as on 31

stMarch, 2018, cash flow statement and the statement of Profit and Loss for the year

ended on that date together with Reports of Directors and Auditors thereon.

2. To appoint a Director in place of Mrs. Shubharangana Naresh Goyal (DIN: 07141172), who

retires by rotation and being eligible, offers himself for re-appointment.

SPECIAL BUSINESS:

3. To consider and if thought fit, to pass with or without modification(s), the following resolution as an

Ordinary Resolution for Appointment of Mr. Samirkumar Bharatbhai Sampat as an Independent

Director (DIN: 08116619):-

"RESOLVED THAT Mr. Samirkumar Bharatbhai Sampat (DIN: 08116619), who was appointed by

the Board of Directors as an Additional Director of the Company with effect from 04th May, 2018 and

who holds office up to the date of this Annual General Meeting of the Company in terms of Section

161 of the Companies Act, 2013 ("Act") but who is eligible for appointment and has consented to act

as a Independent Director of the Company and in respect of whom the Company has received a

notice in writing from a Member under Section 160 of the Act proposing his candidature for the office

of Director of the Company, be and is hereby appointed a Director of the Company.

RESOLVED FURTHER THAT pursuant to the provisions of Sections 149, 152 and other applicable

provisions, if any, of the Act, and the Rules framed thereunder read with Schedule IV to the Act, as

amended from time to time, appointment of Mr. Samirkumar Bharatbhai Sampat (who meets the

criteria for independence) as provided in Section 149(6) of the Act as an Independent Director of

the Company, not liable to retire by rotation, for five years for a term upto the conclusion of the 31st

Annual General Meeting of the Company in the calendar year 2023 be and is hereby approved."


Ordinary Resolution for Appointment of Mr. Rajnish Tiwari as an Independent Director (DIN:

07515091):-

"RESOLVED THAT Mr. Rajnish Tiwari (DIN: 07515091), who was appointed by the Board of

Directors as an Additional Director of the Company with effect from 04th May, 2018 and who holds

office up to the date of this Annual General Meeting of the Company in terms of Section 161 of the

Companies Act, 2013 ("Act") but who is eligible for appointment and has consented to act as a

Independent Director of the Company and in respect of whom the Company has received a notice

in writing from a Member under Section 160 of the Act proposing his candidature for the office of

Director of the Company, be and is hereby appointed a Director of the Company.

Annual Report 2017-18


provisions, if any, of the Act, and the Rules framed there under read with Schedule IV to the Act, as

amended from time to time, appointment of Mr. Rajnish Tiwari (who meets the criteria for

independence) as provided in Section 149(6) of the Act as an Independent Director of the

Company, not liable to retire by rotation, for five years for a term upto the conclusion of the 31st



Ordinary Resolution for Appointment of Mrs. Vanita Mansukh Parmar as an Independent Director

(DIN: 05345249):-

"RESOLVED THAT Mrs. Vanita Mansukh Parmar (DIN: 05345249), who was appointed by the

Board of Directors as an Additional Director of the Company with effect from 04th May, 2018 and

who holds office up to the date of this Annual General Meeting of the Company in terms of Section

161 of the Companies Act, 2013 ("Act") but who is eligible for appointment and has consented to

act as a Independent Director of the Company and in respect of whom the Company has received a

notice in writing from a Member under Section 160 of the Act proposing his candidature for the

office of Director of the Company, be and is hereby appointed a Director of the Company.


provisions, if any, of the Act, and the Rules framed there under read with Schedule IV to the Act, as

amended from time to time, appointment of Mrs. Vanita Mansukh Parmar (who meets the criteria

for independence) as provided in Section 149(6) of the Act as an Independent Director of the

Company, not liable to retire by rotation, for five years for a term upto the conclusion of the 31st


NOTES: 1. An Explanatory statement pursuant to Section 102 of the Companies Act, 2013 is annexed hereto. 2. ANY MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT

A PROXY TO ATTEND AND VOTE INSTEAD OF HIMSELF AND A PROXY NEED NOT BE A

MEMBER OF THE COMPANY. Proxies, in order to be effective, should be duly completed, stamped and signed and must be deposited at the Registered Office of the Company not less than 48 hours before the commencement of the Meeting.

3. A person can act as a proxy on behalf of members not exceeding fifty and holding in the Aggregate not more than ten percent of the total share capital of the Company carrying voting rights. A member holding more than ten percent of the total share capital of the Company carrying voting rights may appoint a single person as proxy provided such person shall not act as a proxy for any other person or shareholder.

4. The Register of Members and Share Transfer Books of the Company will remain closed from

Saturday, 22nd

September, 2018 to Saturday, 29th

September, 2018 [Both days inclusive].

5. Shareholders seeking any information with regard to accounts are requested to write to the Company at least seven days in advance so as to enable the Company to keep the information ready.

6. All documents referred to in the notice are open for inspection at the Registered Office of the

Company between 11.00 a.m. and 5.00 p.m. on any working day except Saturdays and holidays upto the date of Annual General Meeting.


7. All the work related to share registry in terms of both physical and electronic are being conducted

by Company's R & T Agents - M/s. MCS Shares Transfer Agent Limited, 88Sampatrao Colony,

1st Floor, Neelam Apartment, Above Chappanbhog sweet, Alkapuri, Vadodara-390007. Tel.: 0265-2322692, Fax: 0265-2341639, Email: [email protected]. The shareholders are requested to send their communication to the aforesaid address in future.

8. Appointment/Re-appointment of Directors:

At the ensuing Annual General Meeting Mrs. Shubharangana Naresh Goyal, retire by rotation and

being eligible offer herself for re-appointment. As required under Regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements)

Regulations, 2015 and other applicable provisions are as under of the Listing Agreement, the details pertaining to the Directors seeking Appointment/ reappointment are furnished in the Annexure A.

9. The Statutory Auditors‘ of the Company were appointed in the AGM of the Company held on 29th

September, 2017 for a period of 5 years to hold office until the conclusion of 30th Annual General

Meeting. Since, the requirement to place the matter relating to ratification of appointment of Statutory Auditors by the members at every AGM is done away vide notification dated May 7, 2018 issued by the Ministry of Corporate Affairs, accordingly, no resolution has been proposed for their ratification in the ensuing AGM of the Company.

10. Shareholders are requested to furnish their e-mail id particulars to the Company at the

Company's dedicated mail id: [email protected] this will assist the Company in

redressing of Shareholder's grievances expeditiously.

11. The Ministry of Corporate Affairs (vide circular nos. 17/2011 and 18/2011 dated April 21, and April 29, 2011 respectively) has undertaken a "Green Initiative in Corporate Governance" and allowed companies to share documents with its shareholder through an electronic mode. An amendment to the Listing Agreement with the Stock Exchanges permit companies to send soft copies of the Annual Report to all those shareholders who have registered their email address for the said purpose. Members are requested to support this Green Initiative by registering / updating their e-mail address for receiving electronic communications.

12. The route map showing directions to reach the venue of the twenty-Sixth AGM is annexed.

13. Voting through electronic means :

In compliance with the provisions of Section 108 of the Companies Act, 2013 and Rule 20 of the Companies (Management and Administration) Rules, 2014, the Company is pleased to provide members facility to exercise their rights to vote at the 26

th Annual General Meeting (AGM) by

electronic means and the business may be transacted through e-Voting Services provided by Central Depository Services (India) Limited (CDSL):

Pursuant to the provisions of Section 108 of the Companies Act, 2013 and Rule 20 of the Companies (Management and Administration) Rules, 2014, as amended by the Companies (Management and Administration) Amendment Rules, 2015 and Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company is pleased to provide its members the facility to exercise their right to vote by electronic means. The facility of casting votes using an electronic voting system from a place other than the AGM venue (‗remote e-voting‘) will be provided to the members by Central Depository Services (India) Limited (CDSL).

The Company is providing facility for voting by electronic means and the business may be transacted through such electronic voting. The facility for voting through ballot paper shall also

mailto:[email protected]


be made available at the meeting and members attending the meeting who have not already cast their vote by remote e-voting shall be able to exercise their right at the meeting. The members who have cast their vote by remote e-voting prior to the meeting may also attend the meeting but shall not be entitled to cast their vote again.

The Chairman of the Company will declare the voting results based on the scrutinizer‘s report received on e-voting and voting at the meeting. The e-voting results along with the scrutinizer‘s report will be displayed on the (i) Comp

any‘s website www.overseassynthetics.com; (ii) CDSL website www.evotingindia.com and (iii) Stock Exchanges website www.bseindia.com.

The instructions for shareholders voting electronically are as under:

1. The voting period begins on Wednesday, 26th

September, 2018 (9:00 a.m.) and ends on Friday, 28

th September, 2018 (5:00 p.m.). During this period shareholders of the Company,

holding shares either in physical form or in dematerialized form, as on the cut-off date of Saturday, 22

rd September, 2018, may cast their vote electronically. Any person, who

acquires shares of the Company and becomes member of the Company after dispatch of the notice and holding shares as on Saturday, 22

nd September, 2018, may obtain the login

ID and password by sending request at [email protected]. The e-voting module shall be disabled by CDSL for voting thereafter.

2. Shareholders who have already voted prior to the meeting date would not be entitled to vote at the meeting venue.

3. The shareholders should log on to the e-voting website www.evotingindia.com.

4. Click on Shareholders.

5. Now Enter your User ID a. For CDSL: 16 digits beneficiary ID, b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID, c. Members holding shares in Physical Form should enter Folio Number registered with the

Company. 6. Next enter the Image Verification as displayed and Click on Login.

7. If you are holding shares in demat form and had logged on to www.evotingindia.comand

voted on an earlier voting of any company, then your existing password is to be used.

8. If you are a first time user follow the steps given below:

For Members holding shares in Demat Form and Physical Form

PAN Enter your 10 digit alpha-numeric PAN issued by Income Tax Department (Applicable for both demat shareholders as well as physical shareholders)

Members who have not updated their PAN with the Company/Depository Participant are requested to use the sequence number which is printed on postal ballot/attendance slip indicated in the PAN field.

Dividend Bank Details OR Date of Birth

Enter the Dividend Bank details or Date of Birth (In DD/MM/YYYY Format) as recorded in your demat account or in the company records in order to login.

http://www.overseassynthetics.com/

http://www.bseindia.com/

http://www.evotingindia.com/



(DOB)#

If both the details are not recorded with the depository or company please enter the member ID/Folio number in the Dividend Bank details field as mentioned in instruction (5).

9. After entering these details appropriately, click on ―SUBMIT‖ tab.

10. Members holding shares in physical form will then directly reach the Company selection screen. However, members holding shares in demat form will now reach ‗Password Creation‘ menu wherein they are required to mandatorily enter their login password in the new password field. Kindly note that this password is to be also used by the demat holders for voting for resolutions of any other company on which they are eligible to vote, provided that company opts for e-voting through CDSL platform. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.

11. For Members holding shares in physical form, the details can be used only for e-voting on

the resolutions contained in this Notice.

12. Click on the Electronic Voting Sequence Number (EVSN) for the relevant Company (Overseas Synthetics Limited) on which you choose to vote.

13. On the voting page, you will see ―RESOLUTION DESCRIPTION‖ and against the same the

option ―YES/NO‖ for voting. Select the option YES or NO as desired. The option YES implies that you assent to the Resolution and option NO implies that you dissent to the Resolution.

14. Click on the ―RESOLUTIONS FILE LINK‖ if you wish to view the entire Resolution details.

15. After selecting the resolution you have decided to vote on, click on ―SUBMIT‖. A confirmation box will be displayed. If you wish to confirm your vote, click on ―OK‖, else to change your vote, click on ―CANCEL‖ and accordingly modify your vote.

16. Once you ―CONFIRM‖ your vote on the resolution, you will not be allowed to modify your

vote.

17. You can also take a print of the votes cast by clicking on ―Click here to print‖ option on the Voting page.

18. If a demat account holder has forgotten the login password then Enter the User ID and the

image verification code and click on Forgot Password& enter the details as prompted by the system.

19. Note for Non – Individual Shareholders and Custodians

Non-Individual shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodian

are required to log on to www.evotingindia.comand register themselves as Corporates. A scanned copy of the Registration Form bearing the stamp and sign of the entity should

be emailed to [email protected]. After receiving the login details a Compliance User should be created using the admin

login and password. The Compliance User would be able to link the account(s) for which they wish to vote on.

The list of accounts linked in the login should be mailed to [email protected] and on approval of the accounts they would be able to cast their vote.

A scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favors of the Custodian, if any, should be uploaded in PDF format in the system for the scrutinizer to verify the same.




20. In case you have any queries or issues regarding e-voting, you may refer the Frequently

Asked Questions (―FAQs‖) and e-voting manual available at www.evotingindia.com, under help section or write an email to [email protected].

21. Mr. Hemant Valand from M/s. KH & Associates, Practicing Company Secretaries, Vadodara

has been appointed as the Scrutinizer for conducting the e-voting process. Place: Vadodara By Order of the Board Date: 04.09.2018 For Overseas Synthetics Ltd.

Registered Office Block No. 355, ManjusarKumpad Road, Sd/- Village: Manjusar, Taluka: Savli, Mr. Kamal Aggarwal District: Vadodara – 391775 Managing Director

Explanatory Statement under Section 102 of the Companies Act, 2013

For Item No. 3, 4 and 5 ITEM NO. 3

Mr. Samirkumar Bharatbhai Sampat (DIN: 08116619), is a Non Executive Independent Director of the

Company, whose period of office was liable to be determined by retirement of directors by rotation under the erstwhile applicable provisions of the Companies Act, 1956. However as per requirements of provisions of the Companies Act, 2013 and rules made thereunder, the Independent Directors are not liable to retire by rotation and are required to be appointed by Shareholders. Therefore it is proposed to appoint Mr. Samirkumar Bharatbhai Sampat, as an Independent Director for a term of five consecutive

years upto the conclusion of the 31st Annual General Meeting of the company in the calendar year 2023.

The details as required under the provisions of Regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015and other applicable provisions of Mr. Samirkumar

Bharatbhai Sampat, are provided in Annexure - A to this Notice. In the opinion of the Board, Mr.

Samirkumar Bharatbhai Sampat, fulfils the conditions specified in the Companies Act, 2013 and rules

made thereunder for his appointment as an Independent Director of the Company and is independent of the management. A copy of the draft letter for appointment of Mr. Samirkumar Bharatbhai Sampat, as an

independent director would be available for inspection without any fee for the members at the Registered Office of the Company during normal business hours on any working day, excluding Saturday. The Board considers that his continued association would be of immense benefit to the Company and it is desirable to continue to avail services of Mr. Samirkumar Bharatbhai Sampat, as an Independent

Director. Accordingly, the Board recommends the resolution in relation to appointment of Mr. Samirkumar

Bharatbhai Sampat, as an Independent Director, for the approval by the shareholders of the Company.

None of the Directors, Key Managerial Personnel or their relatives, except Mr. Samirkumar Bharatbhai

Sampat, has any concern or interest, financial or otherwise, in the resolution set out at item No. 3.

ITEM NO. 4

Mr. Rajnish Tiwari (DIN: 07515091), is a Non Executive Independent Director of the Company, whose

period of office was liable to be determined by retirement of directors by rotation under the erstwhile applicable provisions of the Companies Act, 1956. However as per requirements of provisions of the Companies Act, 2013 and rules made thereunder, the Independent Directors are not liable to retire by rotation and are required to be appointed by Shareholders. Therefore it is proposed to appoint Mr.




Rajnish Tiwari, as an Independent Director for a term of five consecutive years upto the conclusion of the

31st Annual General Meeting of the company in the calendar year 2023.

The details as required under the provisions of Regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and other applicable provisions of Mr. Rajnish Tiwari are

provided in Annexure - A to this Notice. In the opinion of the Board, Mr. Rajnish Tiwari, fulfils the

conditions specified in the Companies Act, 2013 and rules made thereunder for his appointment as an Independent Director of the Company and is independent of the management. A copy of the draft letter for appointment of Mr. Rajnish Tiwari, as an independent director would be available for inspection

without any fee for the members at the Registered Office of the Company during normal business hours on any working day, excluding Saturday. The Board considers that his continued association would be of immense benefit to the Company and it is desirable to continue to avail services of Mr. Rajnish Tiwari, as an Independent Director. Accordingly, the

Board recommends the resolution in relation to appointment of Mr. Rajnish Tiwari, as an Independent

Director, for the approval by the shareholders of the Company. None of the Directors, Key Managerial Personnel or their relatives, except Mr. Rajnish Tiwari, has any

concern or interest, financial or otherwise, in the resolution set out at item No. 4. ITEM NO. 5

Mrs. Vanita Mansukh Parmar (DIN: 05345249), is a Non Executive Independent Director of the

Company, whose period of office was liable to be determined by retirement of directors by rotation under the erstwhile applicable provisions of the Companies Act, 1956. However as per requirements of provisions of the Companies Act, 2013 and rules made thereunder, the Independent Directors are not liable to retire by rotation and are required to be appointed by Shareholders. Therefore it is proposed to appoint Mrs. Vanita Mansukh Parmar, as an Independent Director for a term of five consecutive years

upto the conclusion of the 31st Annual General Meeting of the company in the calendar year 2023.

The details as required under the provisions of Regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and other applicable provisions of Mrs. Vanita Mansukh

Parmar are provided in Annexure - A to this Notice. In the opinion of the Board, Mrs. Vanita Mansukh

Parmar fulfils the conditions specified in the Companies Act, 2013 and rules made thereunder for his

appointment as an Independent Director of the Company and is independent of the management. A copy of the draft letter for appointment of Mrs. Vanita Mansukh Parmar, as an independent director would be

available for inspection without any fee for the members at the Registered Office of the Company during normal business hours on any working day, excluding Saturday. The Board considers that his continued association would be of immense benefit to the Company and it is desirable to continue to avail services of Mrs. Vanita Mansukh Parmar, as an Independent Director.

Accordingly, the Board recommends the resolution in relation to appointment of Mrs. Vanita Mansukh

Parmar, as an Independent Director, for the approval by the shareholders of the Company.

None of the Directors, Key Managerial Personnel or their relatives, except Mrs. Vanita Mansukh Parmar,

has any concern or interest, financial or otherwise, in the resolution set out at item No. 5. The Board recommends the ordinary resolutions set out at Item Nos. 3, 4 and 5 of the Notice for approval by the shareholders. Place: Vadodara By Order of the Board Date: 04.09.2018 For Overseas Synthetics Ltd.

Registered Office Block No. 355, ManjusarKumpad Road, Sd/-


Village: Manjusar, Taluka: Savli, Mr. Kamal Aggarwal District: Vadodara – 391775 Managing Director

Annexure – A

Name of the Director Mrs. Shubharangana N. Goyal

Samirkumar Bharatbhai

Sampat

Rajnish Tiwari Vanita Mansukh Parmar

Date of Birth 02.10.1961 26.11.1979 10.07.1984 04.01.1 960

Qualifications Master of Arts, B.Ed. 12th pass Bachelor of

Commerce

10th pass

Experience Manufacturing of

Chemicals,

Petroleum and

Financial

Management

10years

Professional

experience of

Financial

Management

15years Professional

experience of

Financial Management

5years

Professional

experience of

Financial

Management

Terms and Conditions

of appointment

or re-appointment

along with details of

remuneration sought to

be paid

The details are

provided in the

resolution

at Item no. 2 of this

notice

The details are

provided in the

resolution


notice

The details are

provided in the

resolution


notice

The details are

provided in the

resolutionat Item

no. 5 of this

notice

Remuneration last

drawn (2017-18)

Nil N.A. N.A. N.A.

Nature of expertise in

specific functional

areas

Management &

Leadership

Management &

Leadership

Management &

Leadership

Management &

Leadership

Date of first

appointment on to the

Board

31.03.2015 04.05.2018 04.05.2018 04.05.2018

No. of Shares held in

the Company as on

31st March, 2018

1,06,026 Nil Nil Nil

Relationship with

other Directors,

Manager and other

Key Managerial

Personnel

Mrs. Shubharangana N Goyal is Wife of Mr. Naresh Goyal

N.A. N.A. N.A.

No. of Meetings of the

Board attended

during the year

2 N.A. N.A. N.A.

Directorship in other

companies N.A. N.A. 1.R2v Business

Solutions Private Limited 2.Pashupati Facilities

Services Private Limited

1. Sfl International Limited

2. Fraser And Company Ltd.

3. M T Tradelink Private Limited

4. Harbhole Trade Link Private Limited

5. J. P. Tradecom Private Limited

6. Mandeep Tradelink Private Limited

Chairmanship /

Membership of

Committees of other

1. Shareholders Relationship Committee -Member

1. Shareholders Relationship Committee - Member

1. Shareholders Relationship Committee -

Member

1. Nomination And Remuneration


Board 2. Nomination And Remuneration Committee-

Member

2. Audit committee -

Member

2. Audit committee -

Chairman

3. Nomination And Remuneration Committee-

Chairman

Committee-

Member

Directors' Report

To, The Members, Your directors have pleasure in presenting their Twenty Sixth Annual Report on the business and operations of the company together with the Audited Statement of Accounts for the year ended 31

st March, 2018.

1. FINANCIAL RESULTS (Rs. In Lacs)

Particulars 31.03.2018 31.03.2017

Operating Revenue Nil Nil

Others 25.50 Nil

Total Income 25.50 Nil

Expenditure 06.59 08.96

Profit /Loss before Exceptional & Extraordinary items & Tax 18.91 (08.96)

Exceptional Items Nil Nil

Finance Charges Nil Nil

Depreciation Nil Nil

Profit /Loss before Tax 18.91 (08.96)

Provisions and write offs Nil Nil

Provision for tax (current) Nil Nil

Tax Expense earlier years Nil Nil

Fringe Benefit Tax Nil Nil

Deferred Tax Added back/written off Nil Nil

Profit / (Loss) after tax 18.91 (08.96)

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

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. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

a) Industry Structure and Development: As on date, the Company does not carry out any operational activity and hence, it does not fall under any particular industry.

b) Opportunities and Threats:

In absence of any business activity, your Directors are unable to comment on opportunities and threats which otherwise your Company would have been subject to.


c) Segment-wise or Product-wise Performance: As on date, the Company does not carry out any operational activity and hence, Directors are unable to comment on Segment-wise or product-wise performance which otherwise your Company would have been subject to.

d) Outlook: With the change in Promoters, the management of the Company have also been changed. It is expected that with the kind of expertise and versatile knowledge at their disposal, the Promoters would restructure the Company with suitable means and would recommence the operations in the Company at the earliest.

e) Risks and Concerns:

Your 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.

f) Internal Control Systems and their Adequacy:

Your company has in place an adequate system of internal controls, with documented procedures covering all functions and operating activity to ensure all transactions are authorized, recorded and reported correctly. This ensures functional reporting, optimum utilization of various resources and immediate reporting of deviations. Compliance with laws and regulation is also ensured and confirmed and is checked.

g) Discussion on financial performance with respect to operational performance: There is others income 25.50 Lakhs for this financial year against loss in previous year. However, operating revenue is Nil.

h) Material development in Human Resources / Industrial Relations front, including number of people employed:

Your Company continues to have cordial and harmonious relations with its employee. Currently your Company has one employee.

4. DIRECTORS

A) Change in Directors and Key Managerial personnel The following changes in Directors and Key Managerial Personnel were made during the financial year 2017-18. In terms of section 152 and other applicable provisions, if any, of the Companies Act, 2013 (‗the Act‘), Mr. Naresh Goyal (DIN: 00139277) retired by rotation at the 25

th

Annual General Meeting and being eligible, offered himself for re-appointment. The members approved the reappointment at the 25

th Annual General Meeting held on 29

th

September 2017. In terms of section 152 and other applicable provisions, if any, of the Companies Act, 2013 (‗the Act‘), Mrs. Shubharangana N. Goyal (DIN: 07141172) retires by rotation at this Annual General Meeting and being eligible, offers herself for re-appointment.


Your Board recommends re-appointment of Mrs. Shubharangana N. Goyal (DIN: 07141172), retiring at the forthcoming AGM of Company in terms Section 152 of the Act who in opinion of the Board fulfills the conditions for reappointment specified in the Act and rules made thereunder. Brief resume of Mrs. Shubharangana N. Goyal is given in the Annexure A of Notice.

Further Mr. Nikhil Raval & Mr. Anirudh Sonpal resigned from the post of Director with

effect from 03.05.2018. Further Mr. Samirkumar Bharatbhai Sampat, Mrs. Vanita Mansukh Parmar and Mr.

Rajnish Tiwari appointed as Independent Director with effect from 04.05.2018.

Pursuant to the provisions of section 203 of the Act, the key managerial personnel of

the Company Mr. Dharmesh Vankar resigned from the post of Company Secretary with

effect from 03.05.2018.

B) Declaration by Independent Director(s) and re-appointment, if any 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. During the year from 01.04.2017 to 31.03.2018 the separate meeting of Independent Directors met as on 13.02.2018.

The Board of Director declares that the Independent Directors in the opinion of the Board are: a) Persons of integrity and they possess relevant expertise and experience; b) Not a promoter of the Company or its holding, subsidiary or associate company; c) Have/had no pecuniary relationship with the company, its holding, subsidiary or

associate company or promoter or directors of the said companies during the two immediately preceding financial year or during the current financial year;

d) None of their relatives have or had pecuniary relationship or transactions with the company, its holding, subsidiary or associate company or promoter or directors of the said companies amounting to two percent or more of its gross turnover or total income or fifty lakh rupees whichever is lower during the two immediately preceding financial years or during the current financial year.

e) who, neither himself nor any of his relatives— (i) holds or has held the position of a key managerial personnel or is or has been

employee of the company or its holding, subsidiary or associate company in any of the three financial years immediately preceding the financial year in which he is proposed to be appointed;

(ii) is or has been an employee or proprietor or a partner, in any of the three financial years immediately preceding the financial year in which he is proposed to be appointed, of – (A) a firm of auditors or company secretaries in practice or cost auditors of the

company or its holding, subsidiary or associate company; or (B) any legal or a consulting firm that has or had any transaction with the

company, its holding, subsidiary or associate company amounting to ten per cent. or more of the gross turnover of such firm;


(iii) holds together with his relatives two per cent. or more of the total voting power of the company; or

(iv) is a Chief Executive or director, by whatever name called, of any nonprofit organization that receives twenty-five per cent. or more of its receipts from the company, any of its promoters, directors or its holding, subsidiary or associate company or that holds two per cent. or more of the total voting power of the company; or

(v) Possess such other qualifications as prescribed in Rule 5 of the Companies (Appointment and Qualification of Directors) Rules, 2014.

5. FORMAL ANNUAL EVALUATION

The Company has devised a policy for performance evaluation of Independent Directors, Board, Committees and individual Directors which includes criteria for performance evaluation of executive and non-executive directors. The Board has carries out an annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its committee. The Board of Directors has expression their satisfaction with the evaluation process.

6. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

Name of the Director Category of the Director No of Board Meeting Attended

Mr. Kamal Aggarwal Chairman & Managing Director 3/4

Mr. Naresh Goyal Non-Executive Director 3/4

Mr. Anirudh Sonpal Independent Director 2/4

Mrs. Minal Kamal Aggarwal Non-Executive Director 2/4

Mr. Shubharangana N Goyal Non-Executive Director 2/4

Mr. Nikhil Raval Independent Director 3/4

During the year from 01.04.2017 to 31.03.2018 the Board of Directors met four times on 29.05.2017, 14.08.2017, 24.11.2017 and 13.02.2018.

7. AUDIT COMMITTEE

Name of the Director Category of the Director

Status No of Meeting Attended

Mr. Anirudh Sonpal Independent Chairman 2/4

Mrs. Minal K. Aggarwal Non Executive Member 2/4

Mr. Nikhil Raval Independent Member 3/4

During the year from 01.04.2017 to 31.03.2018 the Audit Committee met four times on 29.05.2017, 14.08.2017, 24.11.2017 and 13.02.2018. During the year, The Board has accepted all recommendations of Audit Committee and accordingly no disclosure is required to be made in respect of non acceptance of any recommendation of the Audit Committee by the Board. Further Mr. Nikhil Raval & Mr. Anirudh Sonpal resigned from the post of Director with effect from 03.05.2018. Further Mr. Samirkumar Bharatbhai Sampat, Mrs. Vanita Mansukh Parmar and Mr. Rajnish Tiwari appointed as Independent Director with effect from 04.05.2018. So that Board has reformed the Audit Committee at Board Meeting as on 04

thMay, 2018.

Name of the Director Category of the Director Status


Mr. Rajnish Tiwari Independent Chairman

Mrs. Minal K. Aggarwal Non Executive Member

Mr. Samirkumar Bharatbhai Sampat Independent Member

8. SHAREHOLDERS RELATIONSHIP COMMITTEE The Committee, inter alia, started overseeing and reviewing all matters connected with the shares and looks into shareholders complaints. No complaints were received by the Company from the shareholders / investors during the financial year. No investor complaints were outstanding as on 31st March, 2018 and no requests for transfer of shares were pending for approval.

Name of the Director Category of the Director

Status No of Meeting Attended

Mrs. Minal K. Aggarwal Non Executive Chairman 2/4

Mrs. Shubhrangana N Goyal Non Executive Member 2/4

Mr. Anirudh Sonpal Independent Member 3/4

Mr. Nikhil Raval Independent Member 2/2

During the year from 01.04.2017 to 31.03.2018 the Shareholders Relationship Committee met four times on 29.05.2017, 14.08.2017, 24.11.2017 and 13.02.2018. Further Mr. Nikhil Raval & Mr. Anirudh Sonpal resigned from the post of Director with effect from 03.05.2018. Further Mr. Samirkumar Bharatbhai Sampat, Mrs. Vanita Mansukh Parmar and Mr. Rajnish Tiwari appointed as Independent Director with effect from 04.05.2018. So that Board has reformed the Shareholders Relationship Committee at Board Meeting as on 04

th

May, 2018.


Mrs. Minal K. Aggarwal Non Executive Chairman

Mrs. Shubhrangana N Goyal Non Executive Member

Mr. Samirkumar Bharatbhai Sampat Independent Member

Mr. Rajnish Tiwari Independent Member

9. NOMINATION AND REMUNERATION COMMITTEE


Mr. Anirudh Sonpal Independent Director/Non Executive

Member

Mrs. Shubhrangana N. Goyal Non Executive Member

Mr. Nikhil Raval Independent Director/Non Executive

Member

The Committee has not met during the year 01.04.2017 to 31.03.2018.

In absence of any business activity, Mr. Kamal R. Aggarwal, Managing Director of the Company is not drawing any remuneration. No remuneration is paid to the Independent Directors and Non-executive Director.


Since Mr. Nikhil Raval & Mr. Anirudh Sonpal resigned from the post of Director with effect from 03.05.2018 and Mr. Samirkumar Bharatbhai Sampat, Mrs. Vanita Mansukh Parmar and Mr. Rajnish Tiwari appointed as Independent Director with effect from 04.05.2018. Therefore, the Nomination and Remuneration Committee was reconstituted as follows on 4

th May 2018.


Mr. Rajnish Tiwari Independent Chairman

Mrs. Shubhrangana N Goyal Non Executive Member

Mrs. Vanita Mansukh Parmar Independent Member

10. 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.

11. 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.

12. SECRETARIAL AUDITOR

The Board has appointed Shri Hemant Valand, Practising Company Secretary, to conduct Secretarial Audit for the financial year 2017–18. The Secretarial Audit Report for the financial year ended March 31, 2018 is annexed herewith marked as Annexure I to this Report.

13. OBSERVATION OFSECRETARIAL AUDIT REPORT In Secretarial Audit Report for the financial year ended March 31, 2018, 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 Secretarial Auditor, your company is in process for appointment of CEO.

14. 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.

15. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN

EXCHANGEEARNINGSAND OUTGO Since the Company has stopped manufacturing and operational 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.

16. PARTICULARS OF EMPLOYEES

The Company did not have any employee who draw monthly remuneration more than


Rs.8,50,000/- and Yearly remuneration more than Rs. 1,20,00,000as per Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

17. CORPORATE GOVERNANCE REPORT

The paid up share capital of Company is below Rs. 10 crore and net worth is below Rs. 25 crore as per last audited balance sheet as on 31st March, 2018 and therefore, the compliance with the corporate governance provisions as specified in regulations 17, 18, 19, 20, 21, 22, 23, 24, 25, 26, 27, and clauses (b) to (i) of sub-regulation (2) of regulation 46 and para C, D, and E of schedule V of Securities And Exchange Board of India (Listing Obligations And Disclosure Requirements) Regulations, 2015 as notified by Securities and Exchange Board of India vide notification No. SEBI/LAD-NRO/GN/2015-16/013 dated 2nd September, 2015 is not applicable to Company.

18. 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, 2018, 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, 2018 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 is adequate and was 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.

19. SHARE CAPITAL

The paid up equity Share Capital as on March 31, 2018 was Rs. 7,10,47,070/-. During the year under review the company has not issued any shares or any convertible instruments.

20. SHARES

i. BUY BACK OF SECURITIES

The Company has not bought back any of its securities during the year under review.

ii. SWEAT EQUITY The Company has not issued any Sweat Equity Shares during the year under review.

iii. BONUS SHARES No Bonus Shares were issued during the year under review.


iv. EMPLOYEE STOCK OPTION PLAN The Company has not provided any Stock Option Scheme to the employees.

21. ANNUAL RETURN The extracts of annual return pursuant to the provision of section 92(3) 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.

22. DISCLOSURE UNDER RULE-5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION)

RULES, 2014

Disclosure required under section 197 of the Companies Act, 2013read with Rule 5 of the Companies (Appointment and Remuneration) Rules, 2014 have been annexed as Annexure III.

23. SUBSIDIARIES, JOINT VENTURE AND ASSOCIATE COMPANIES

The Company does not have any Subsidiaries, Joint Venture And Associate Companies. 24. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF

THE COMPANY, IF ANY, DURING THE PERIOD FROM 31ST MARCH, 2018 TO THE DATE OF THE REPORT

There has been no material change/ commitment affecting the financial position of the Company during the period from the end of the financial year on 31 March, 2018 to the date of the Report.

25. 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 the furnishing above information is not applicable.

26. 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 identify 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.

27. 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 a company.

28. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

The provision of companies Act, 2013 regarding Corporate Social Responsibility were not attracted to the company for the financial yeas 2017-18.

29. RELATED PARTY TRANSACTIONS

During the year, there were no transactions with related parties falls under the scope of section


188(1) of the Act.

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.

30. WHISTLE BLOWER POLICY/ VIGIL MECHANISM The Company has a vigil mechanism/whistle blower policy to deal with instance of fraud and mismanagement, if any. In staying true to our values of Strength, Performance and Passion and in line with our vision of being one of the most respected companies in India, the Company is committed to the high standards of Corporate Governance and stakeholders responsibility.

The Vigil Mechanism policy/ whistle blower policy has been uploaded on the website of the company at www.overseassynthetics.com under the ‗Other‘ head.

31. PREVENTION OF INSIDER TRADING The Company has adopted a Code of Conduct for Prevention of Insider Trading pursuant to new SEBI (Prohibition & Insider Trading) Regulation 2015 in place of SEBI (Prohibition & Insider Trading) Regulation 1992 with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Company‘s shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the ‗Trading Window‘ is closed. The Board is responsible for implementation of the Code. All Directors and the designated employees have confirmed compliance with the Code.

32. DETAILS OF SIGNIFICANT & MATERIAL ORDERS IMPACTING THE GOING CONCERN STATUS/ COMPANY’S OPERATIONS IN FUTURE

No significant, material orders have been passed by the regulators or courts or tribunals impacting the going concern status of the Company or Company‘s operations in future.

33. POLICY RELATING TO ANTI SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has placed a Policy to treat women employees with dignity and no discrimination against them plus zero tolerance toward any sexual abuse - to abide by letter and spirit requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules there under and redress of complaints of sexual harassment at work place. All employees (permanent, contractual, temporary, trainees) are supposed to adhere to the conduct themselves as prescribed in this policy. During the year under review no complaint was reported to the Board.

34. 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.

By Order of the Board Place: Vadodara For Overseas Synthetics Limited Date: 04.09.2018 Regd. Office: Sd/- Block No. 355, ManjusarKumpad Road, Mr. Kamal Aggarwal Village: Manjusar, Taluka: Savli, Managing Director District: Vadodara – 391775



2" Floor. Prosonno House. Associated Soctety . Opp. Radhakrishno Pork. Nr .Akota Stodium. Akota. Vododara - 390020 Phone : +9 1-265-233 1060, 2337727. 2355435 Cell : +9 1-9 1732-02343 Emoil: officeasrnb-co.iom

INDEPENDENT AUDITORS' REPORT

To the Members of Overseas Synthetics Limited

1. Report on the Financial Statements

We have audited the accompanying financial statements of Overseas Synthetics Limited ("the

Company"), which comprise the Balance Sheet as at March 3lSt, 2018, the Statement of Profit and

Loss and Cash Flow Statement for the year then ended, and a summary of significant accounting

policies and other explanatory information.

2. Management's Responsibility for the Financial Statements

The Board of Directors of the Company are responsible for the matters stated in Section 134(5) of

the Companies Act, 2013 ("the act") with respect to the preparation and presentation of these

financial statements that give a true and fair view of the financial position, financial performance

and cash flows of the Company in accordance with the accounting principles generally accepted in

India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of

the Companies (Accounts) Rules, 2014. This responsibility includes 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 frauds and other irregularities; selection and application

of appropriate accounting policies; making judgements and estimates that are reasonable and

prudent; design, implementation and maintenance of adequate internal financial controls, that are

operating effectively for ensuring the accuracy and completeness of the accounting records, relevant

to the preparation and presentation of the financial statements that give a true and fair view and are

free from material misstatement, whether due to fraud or error.

3. Auditor's Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We

have taken into account the provisions of the Act, the accounting and auditing standards and

matters which are required t o be included in the audit report under the provisions of the Act and the

~ " l e s made there under. We conducted our audit in accordance with the Standards on Auditing

specified under Section 143(10) of the Act. Those Standards required that we comply with ethical

requirements and plan and perform the audit to obtain reasonable assurance about whether the

financial statements are free from material misstatement. An audit involves performing procedures

to obtain audit evidence about the amounts and disclosures in the financial statements. The

procedures selected depend on the auditor's judgement, includingthe assessment of the risks of

material misstatements of the financial statements, whether due to fraud or error. In making those

risk assessments, the auditor considers internal financial control relevant to the Company's

tion of the financial statements that give a true and fair view, in order to design audit

ures that are appropriate in the circumstances. An audit also includes evaluating the

priateness of accounting policies used and the reasonableness of the accounting estimates

Page 1 of 5

Shah Mehta & Bakshi Chartered Accountants

made by the Board of Directors of the company, as well as evaluating the overall presentation of the

financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate t o provide a basis

for our audit opinion on the financial statements.

4. Opinion

In our opinion and t o the best of our information and according t o the explanations given t o us, the

aforesaid financial statements give the information required by the Act in the manner so required

and give a true and fair view in conformity with the accounting principles generally accepted in lndia

of the state of affairs of the Company as at 31St March, 2018, its Profit and its cash flows for the year

ended on that date.

5. Report on other Legal and Regulatory Requirements

i. As required by the Companies (Auditor's Report) Order, 2016 ("the Order"), issued by the Central

Government of lndia in terms of the section 143(11) of the Act, we give in "Annexure A", a

statement on the matters specified in the paragraphs 3 and 4 of the said Order, t o the extent

applicable.

ii. As required by Section 143(3) of the Act, we report that:

a. We have sought and obtained all the information and explanations which t o the best of our

knowledge and belief were necessary for the purposes of our audit;

b. In our opinion, proper books bf account as required by law have been kept by the Company

so far as i t appears from our examination of those books;

c. The Balance Sheet, the Statement of Profit and Loss, and the Cash Flow Statement dealt with

by this Report are in agreement with the books of account;

d. In our opinion, the aforesaid financial statements comply with the applicable Accounting

Standards specified under Section 133 of the Act, read with Rule 7 of the Companies

(Accounts) Rules 2014;

e. On the basis of the written representations received from the directors as on 31St March,

2017, and taken on record by the Board of Directors, none of the directors is disqualified as

on 31'' March, 2018 from being appointed as a director in terms of Section 164(2) of the Act;

f. With respect to the adequacy of the internal financial controls over financial reporting of the

company and the operating effectiveness of such controls in our opinion and according to

the information and explanations provided t o us, as per latest audited financial statements,

the company neither has turnover exceeding Rs. 50 crores , nor it has borrowings from bank

or financial institutions or body corporate at any point of time exceeding Rs. 25 Crores and

hence this clause is not applicable.

Page 2 of 5

Shah Mehta & Bokshi Chartered Accountants

g. In our opinion and to the best of our information and according to the explanations given to us, we report as under with respect to other matters to be included in the Auditor's Report

in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014:

i. There are no pending litigations which may affect the financial position of the company

or which require the financial statements to be restated.

ii. The Company did not have any long term contracts including derivative contracts for

which there were any material foreseeable losses.

iii. As per information and explanation given to us and based on records examined, there

are no amounts that are required to be transferred to the Investor Education and

Protection Fund by the company.

iv. Based on audit procedures and relying on the management representation we report

that the disclosures as envisaged in Notification G.S.R. 308(E) dated 30th March 2017

are in accordance with books of account maintained by the company as produced to us

by the management. (Refer Note No-32)

For Shah Mehta & Bakshi

Chartered Accountants

Partner Membership No. 142116

Place: Vadodara

Date: 05'~ May 2018

Page 3 of 5


Annexure - A to the lndependent Auditors' Report (Referred t o in paragraph 'i' under 'Report on other Legal and Regulatory Requirements' section of

our report of even date)

The Annexure referred to in lndependent Auditors' Report to the members of the Company on the financial statements for the year ended 31 March 2018, we report that:

1. There are no fixed assets as on the balance sheet date except Capital Work in Progress and accordingly paragraph 3(i) of the order is not applicable.

2. The Company has not carried out any commercial activity during the year. Accordingly, it does not hold any physical inventories. Thus, paragraph 3(ii) of the Order is not applicable to the Company.

3. The company has not granted loan to parties covered in the register maintained under section 189 of the Companies Act, 2013

4. In our opinion and according to the information and explanations given to us, the Company has complied with the provisions of section 185 and 186 of the Act, with respect to the loans and investments made.

5. The Company has not accepted any deposits from the public.

6. According to the information and explanations given to us, the Central Government has not prescribed maintenance of cost records under sub-section (1) of Section 148 of the Companies Act, 2013.

7. a. According to the information and explanations given to us and on the basis of our

examination of the records of the Company there were no amount payable in respect of undisputed statutory dues, including provident fund, income-tax, sales tax, value added tax, duty of customs, service tax, cess and other material statutory dues in arrears as on 31'' March 2018 for the period of more than six months from the date they become payable.

b. According to the information and explanations given to us, there are no material dues of statutory dues, including provident fund, income-tax, sales tax, value added tax, duty of customs, service tax, cess and other material statutory dues which have not been deposited with the appropriate authorities on account of any dispute.

8. The Company does not have any loans or borrowings from any financial institution, banks, government or debenture holders during the year. Accordingly, paragraph 3(viii) of the Order is not applicable.

9. The Company did not raise any money by way of initial public offer or further public offer (including debt instruments) and term loans during the year. Accordingly,

a .:I li r' . paragraph 3 (ix) of the Order is not applicable.


10. According to the information and explanations given to us, no material fraud by the Company or on the Company by its officers or employees has been noticed or reported during the course of our audit.

11. According to the information and explanations give to us and based on our examination of the records of the Company, the Company has not paidlprovided for managerial remuneration in current year. Accordingly, paragraph 3(xi) of the Order is not applicable.

12. In our opinion and according to the information and explanations given to us, the Company is not a Nidhi company. Accordingly, paragraph 3(xii) of the Order is not applicable.

13.According to the information and explanations given to us and based on our examination of the records of the Company, transactions with the related parties are in compliance with sections 177 and 188 of the Act where applicable and details of such transactions have been disclosed in the financial statements as required by the applicable accounting standards.

14. According to the information and explanations give to us and based on our examination of the records of the Company, the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year.

15. According to the information and explanations given to us and based on our examination of the records of the Company, the Company has not entered into non-cash transactions with directors or persons connected with him. Accordingly, paragraph 3(xv) of the Order is not applicable.

16. The Company is not required to be registered under section 45-IA of the Reserve Bank of India Act 1934.

For Shah Mehta & Bakshi


Partner

Place: Vadodara

Date: 05'~ May 2018

Page 5 of 5

OVERSEAS SYNTHETICS LIMITED Balance Sheet

As a t 01.04.2016

28,150,000

28,150,000

0

0 256,164

0 804,198

1,060,362

29,210,362

71,047,070 (46,393,688) 24,653,382

4,112,236 4,112,236

351,180 51,389 42,) 75

444,744

29,210,362

DIN 00139277

1

I1

For

As at 31.03.2018

28,150,000 28,150,000

15,676,986

2,6 19,000 3 1,807

0 3,883,755

22,211,548

50,361,548

7 1,047,070 (45,399,020) 25,648,050

5,5 12,236 5,512,236

18,828.76 1 324,400 48,101

19,201,262

50,361,548 behalf of the Board

As at 31.03.2017

28,150,000 28,150,000

0

0 174,760

0 804,198 978,958

29,128,958

7 1,047,070 (47,289,779) 23,757,29 1

5,012,236 5,012,236

292.582 1,850

64,999 359,431

29,128,958 of Directors

Particulars

ASSETS Non-Current Assets a) Capital Work-in-Progress

Total Non- Current Assets

Current Assets a) inventories b) Financial Assets

i) Trade Receivables ii) Cash and Cash Equivalents iii) Bank Balances Other than ii) above

C) Other Curren~ Assets Total Current Assets

TOTAL ASSETS

EQUITY AND LIABILITIES Equity a) Equity Share Capital b) Other Equity

Total Equity

Liabilities Non-Current Liabilities a) Financial Liabilities

Borrowings Total Non- Current Liabilities

Current Liabilities a) Financial Liabilities

i i ) T r d e Payables b) Other current Liabilities C) Provisions

Total Current Liabilities

TOTAL EQUITY AND LIABILITIES Shah Mehta & Bakshi


Note No

1

2 3.1 3.2 4

5 6

7

8 9 10

For and on

For Shah Mehta & Bakshi For and on behalf Chartered Accountants

Partner Managing Director Director Membership No. 142 1 16 DIN: 00139199 DIN 00139277

Place: Vadodara Place: Vadodara


Date: 05.05.201 8 Date: 05.05.2018

Statement of Profit

Particulars

Revenue from O~era t ions Gross Sales Other Operating Income

Revenue from Operations

Total Income

Expenses Cost of Materials Consumed Employee Benefit expenses Finance costs Depreciation and Amortization expenses Other expenses

Total Expenses

Profit Before Tax Less1 (Add): Tax expenses:

- Current Tax - Mat Credit (entitlement)/utilisation - Deferred Tax

Profit for the Yearperiod

Other Comprehensive Income Items that will not be reclassified to Profit or LOSS

Remeasurement of the net defined benefit liability1 asset Income Tax relating to items that will not be reclassified to Profit & Loss

Total (Net of Tax) Total Comprehensive Income for the Yearperiod

Earnings Per Equity Share a) Basic (Rs.) b) Diluted (Rs.)

and Loss

Note No.

11

12 13 14 15 16

For the

31.03.2018

0 2,550,000

2,550,000

2,550,000

0 181,218

4 1 0

477,982

659,241

1,890,759

0 0 0

1,890,759

0

0 0 0

1,890,759

1.76 1.76

period ended

31.03.2017

0 0

0

0

0 325,160

5 9 0

570,872

896,091

(896,091

0 0 0

(896,091

0

0 0 0

(896,091

(0.83 (0.83

OVERSEAS SYNTHETICS LIMITED Statement of Cashflow

A.

- -

Particulars

CASH FLOW FROM OPERATING ACTIVITIES Net Profit after tax Adjustment for:

Depreciation and Amortization expense Provision for taxation Finance Cost Income received from Ranks/ MFIOthers

Operating Profit before Working Capital Changes Adjustment for:

Change in Trade receivables Change in Inventories Change on other bank balance Change in other current asset Change in Trade payables Change in other current liability Change in provision

Cash generated from Operations Less Income tax

Net Cash generated from Operating Activities (A)

B.

-

As at 31.03.2018

1,890,759

0 0

4 1 0

1,890,800

(2,6 19,000) (1 5,676,986)

0 (3,079,557) 18,536,179

322,550 (1 6,898)

(642,912) 0

(642,912)

As at 31.03.2017

(896,091)

0 0

5 9 0

(896,032)

0 0 0 0

(58,598) (49,539) 22,824

(98 1,345) 0

(981,345)

CASH FLOW FROM INVESTING ACTIVITIES Purchase of Property, Plant & Equipment, Investment Property & Intangibles Sale proceeds of Property, Plant & Equipment

Net Cash used in Investing Activities (B)

C. CASH FLOW FROM FINANCING ACTIVITIES Finance cost Proceeds/(Repayment) of Long term Borrowings

0 0

0

INet Cash used in Financing Activities (C ) - Net (Decrease)/ Increase in Cash & Cash Equivalents (A) + (B) + (C)

Cash & Cash Equivalents at the beginning of the periodiyear Cash & Cash Equivalents at the end of the periodlyear

0 0

0

For Shah Mehta & Bakshi Chartered Accountants

- Partner Managing Director Director

DIN: 00139199 DIN 00139277

Place: Vadodara Place: Vanseti Date: 05.05.201 8 Date: 05.05.201 8

499,959 -- (142,953) 174,760 31,807

899,941

(8 1,404) 256,164 174,760

OVERSEAS SYNTHETICS LIMITED Statement of Change in Equity

Particulars 31.03.2018 31.03.2017

(B) Other Equity I I l "'"el- I

(A)

Particulars I Reserves & S u r ~ l u s

Equity Share Capital Balance at the beginning of the yeadperiod Change in equity share capital during the yeadperiod Balance at the end of the yearlperiod

I Comprehensive Income I Total

71,047,070 71,047,070

7 1,047,070 71,047,070

'8% . , .. ,\ \ ,./z'~V 1

Place: Vadodara Kf'r*eG Act-. 06/ 'A,--"-

Place: Vadodara Date: 05.05.2018 Date: 05.05.2018

For Chartered Accountants

'. Partner Manag~ng Director Director Membersh~p No. 1421 16 I : ; DIN. 00139199 DIN 00139277 . \ / ,'

Balance as at 1st April 2016 as per Indian GAAP (A) Ind AS Adjustments and restatement adjustments

Balance as at 1st April 2016 as per Ind AS Profit for the Year . Total Other Comprehensive Income for the Year (Net of Balance as at 31st March 2017

Balance as at 1st April 2017 Profit for the Year Total Other Comprehensive Income for the Year (Net of

Balance as at 31st March 2018 Shah Mehta & Bakshi

Capital Reserve 1,082,500

1,082,500

1,082,500

1,082,500

1,082,500

Remeasurement of Defined Benefit Plans

0

0 0

0

0

0

(46,393,681

(46,393,688 (896,09 1

(

(47,289,775

(47,289,775 1,890,755

C

(45,399,OtC

Securities Premium Reserve

0

0

0

0

0

Retained Earnings

(69,365,479)

(69,365,479) (896,09 1 )

(70,261,570)

0 1,890,759

1,890,759

General Reserve 641,320

641,320

641,320

641,320

641,320

Amalgamation reserve

21,247,971

21,247,971

21,247,971

21,247,971

21,247,971

First Time Ind AS Adoption Reconciliation

Reconciliation of Balance sheet as at 31st March, 2017

Particulars

ASSETS Non-Current Assets b) Capital Work-in-Progress

Total Nan- Current Assets

Current Assets a) Inventories b) Financial Assets

i) Trade Receivables i i ) Cash and cash Equivalents iii) Bank Balances Other than ii) above

C) Other Current Assets Total Current Assets

Total Non- Current Liabilities Current Liabilities a) Financial Liabilities

ii) Trade Payables

reconc~llahons Particulars

Cost of Materials Consumed Employee Benefit expenses

Depreciation and Amortization expenses

Prior Period Tax

er Comprehensive lncome hat will not be reclassified to Profit or Loss

surement of the net defined benefit liability1 asset

omprehensive lncome for the Year

Notes to the reconciliations

Balance Sheet as a t 31st March, 2017

IND AS

?8.150,000 28,150,000

0 0 0

174,760 0

804,198

lGAAP

28.150.000 28,150,000

0 0 0 0 0

174,760 0

834,198

Effect of transition to Ind AS and

regrouping adjustments

0 0

0

0 0 0 0

First Time Ind AS Adoption Reconciliation (continued) ,Reconci1iation as a t 1st April 2016

Particulars

Non-Current Assets b) Capital Work-in-Progress

Total Non- Current Assets

Current Assets a) Inventories b) Financial Assets

i) Trade Receivables ii) Cash and cash Equivalents iii) Bank Balances Other than ~ i ) above

c) Other Current Assets Total Current Assets

EQUITY AND LIABILITIES Equity a) Equity Share Capital b) Other Equity

Total Equity

Liabilities Non-Current Liabilities a) Financial Liabilities

I) Borrowings Total Non- Current Liabilities

Current Liabilities a) Financial Liabilities

ii) Trade Payables b) Other current Liabilities c) Provisions

Total Current Liabilities

Notes to the Balance Sheet as at 1st April 2016 reconciliations Ettect ot

I 1 I transition to lnd I I AS and

lGAAP regrouping IND AS I I I I

I I I TOTAL EQUITY AND LIABILITIES 29,210,362 ( 0

Statement of Reconciliation Between the lndian GAAP and Ind AS barticu~ars

(a) Reconciliation of Equity

, Total EquityIShareholder's fund as per Indian GAAP

Ind AS Adjustments Prior Period tax Income on Mutual Fund Gratuity-LIC OCI Remeasurement-Acturial gaimloss net of return on plan asse Employee Benefit Expense Total Impact on account of transition Total EquityIShareholder's fund as per Ind AS

@)Reconciliation of Profits Total Profit and loss as per Indian GAAP

Income on Mutual Fund Prior Period tax Employee benefit expense OCI Remeasurement-Acturial gain~loss net of return on plan asse. Total Impact on account of transition

Total Comprehensive Income as per Ind AS

to the reconciliations between Indian GAAP and

ere are no changes required while transition from Existing Accounting standard to lndian Accounting Standard.

pact of Ind AS adoption on the Statements of Cash Flows for the year ended March 31,2017 The transition from IGAAP to Ind AS has not had a material impact on the Statement of Cash Flows

. .. __ .- 1.

Notes

AS

31.03.2017

23,757.291

0 0 0 0 0

23,757,291

1,890,759

0 0 0 0 0

1,890,759

a t

01.04.2016

24,653,382

0

0 0

0 24,653,382

Note 1: Inventories Particulars

Raw Materials

Total

Note 2 Current Financial Trade Receivables

Total Less: Allowance for bad & doubtful debts

As at 31-03-2018

15.676.986

15,676,986

Particulars

Current- Unsecured Considered Good Considered Doubtful

Total

As a t 31-03-2018

2,619,000 0

Outstanding from Related Parties Considered Good Considered Doubtful

As at 31-03-2017

0

0

Movements in Allowance for Bad & Doubtful debts: Opening balance

(+) Provision made during the year (-) Amount utilised from the provision

AS at 01-04-2016

0

0

I Closing Balance I 0

Note 3: Cash &Bank Balances l~ar t iculars 1 AS at

I

3.1 Cash & Cash Equivalents

I - Balance with Banks: I 2,238

I Sub-Total (A)

3.2 Other Bank Balances - Fixed Deposit Accounts (With original maturity greater than

3 months but less than I2 months)*

Sub-Total (B)

Total (A+B)

*Pledged with bank as margin for Bank Guarantee

Note 4: Other Current Assets Particulars

. Balance with revenue authorities Mat Credit Advance to Supplier

Total

Note 7: Non-Current Financial Borrowings

As at 31-03-20 18

t ll-

3,079,557 254,198 550,000

3,883,755

Particulars

Total

Total

As at 31-03-2017

0 254,198 550,000

804,198

As at 31-03-2018

5,512,236 5,512,236

0

5,512,236

As at 01-04-2016

0 254,198 550,000

804,198

As at 31-03-2017

5,012,236 5,012,236

0

5012,236

As a t 01-04-2016

4,112,236 4,112,236

0

4,112,236

Trade Payables - For Raw Materials - For Expenses I I

,. Note 8: Current Financial Trade Payahles Particulars

* The detalls of amounts outstanding to Micro. Small and Med~um Enterprises as identified by the management, under the Micro, Small and Med~um Enterpnses Development Act, 2006 (MSMED Act) are as under:

Suppliers MSMEDA* Total

As at 01-04-2016

As at 31-03-2018

0

Sr. No.

1 2 3 4 5 6 7

Note 10: Provisions l~ar t iculars As a t As a t As a t

As at 31-03-201 7

Particulars

Principal amount due and remaining unpaid Interest due on (1) above and the unpaid interesl Interest paid on all delayed payment under the MSMED Acl Payment made beyond the appointed day during the yea1 Interest due and payable for the period of delay other than (3) abovt Interest accrued and remaining unpaid Amount of further interest remaining due and payable in succeeding years

* This information has been determined to the extent such parties have been identified based on information available with the Company. Note 9: Other Current Liabilities

18,828,761 1 292,5821 351,180 0

Particulars

Current Maturities of Long term Borrowings Advance from Customers Statutory dues Other payables

Total

0

Provision for Employee Benefits Other Provision Provision for lncome tax

Total

As a t 31-03-2018

0 0

324,400 0

324,400

Note 11: Revenue From Operations

Commission

Total

0 48,101

0 48,101

Particulars

REVENUE FROM SALE OF PRODUCTS Sale of GoodsiServices Add: Excise duty Total OTHER OPERATMG INCOME

Note 12: Cost of Materials Consumed Particulars For the year ended

31.03.2018 31.03.2017

As at 31-03-2017

0 0

1,850 0

1,850

Raw Material Consumed (Imported) 0 0 Raw Material Consumed (Indeginous) 0 0

As at 01-04-2016

0 0

51,389 0

51,389

0 64,999

0 64,999

For the year ended

0 0 0

I Raw Materials Consumed 0 0

0 42.1 75

0 42,175

31-03-2018

0 0 0

Packing Material Consumed 0 0

For the year ended 31.03.2018 31.03.2017

0.00% 0.00% 0.00% 0.00%

31-03-2017

Note 13: Employee Benefit expenses Particulars

Salaries, Wages, Bonus, Benefits and Amenities Director Remuneration contribution to PF & Other Funds Gratuity Employee Welfare Expenses

1

For the year ended

181,218 0 0 0 0

Total

Note 14: Finance Costs

Other Charges Total

31.03.2018

325,160 0 0 0 0

Particulars

Interest - On Bank Loans -On Other Loans Less:Interest Capitalised

31.03.2017

181,218

Property Plant & Equipment Other lntangihle Assets

325,160

For the year ended

0 0

Note 15: Depreciation and Amortization

I 1 Total 0 0

31.03.2018

0 0

Particulars

Note 16: Other exuenses

31.03.2017

For the year ended 31.03.2018

Particulars

31.03.2017

- Other Expense Rent, Rates & Taxes Postage &Telephone Printing & Stationery Office Expenses Excise duty (Sales) Insurance Repairs and Maint. ( Other ) Travelling Expenses Conveyance Exps. Auditors' Remuneration Legal Exps. & Professional Fees Camage Outward & Export exps Advenisements Commiss~cm on Sales

- Computer Expenses Entertainment Exps. Professional Tax Listing Fees General Miscellaneous Expenses Interest on TDS Donations Loss on Sale of Assets Bank Commission & Charges

Total


0 0 0 0 0 0 0 0 0

15.450 433.908

0 Xh24

0 0 0 0 0 0 0 0 0 0

477,982

31.03.2017

0 61,352 32,470

0 0 0 0 0 0

17.250 190,469

0 33.756

0 0 0 0

229,000 75

6,500 0 0 0

570,872

Note 17: INCOME TAX EXPENSE Particulars

Current Tax Current tax on profits for the year Total current tax expense

Current Tax on OCI Current tax on OCI - Deferred tax Deferred tax adjustments Total deferred tax expensel(benefit)

Income tax expense


0 0

0

0 0

0

31.03.2017

0 0

0

Note 18: PAYMENT TO AUDITORS Rs (in Lakhs) Particulars

Note 19: EXPENDITURE IN FOREIGN CURRENCY Rs (in Lakhs)

Statutory Audit Fees Total


0.15 0.15

Particulars

Note 20: EARNINGS IN FOREIGN CURRENCY Rs (in Lakhs)

31.03.2017

0.17 0.17

Foreign Travel Expenses Other Expenses For Capital Goods


0.00 0.00 0.00

Particulars

Note 21: RELATED PARTY DISCLOSURES Nature of Relationship I Name of Related Party

31.03.2017

0.00 0.00 0.00

Export of goods calculated on FOB basis

For the year ended

Name of the related party and nature of transactions

31.03.2018

0.00

Key Management Personnel

Relative of Key Management Personnel

Kamal Aggrawal Remuneration * Unsecured loan received Unsecured loan paid Interest on unsecured loan Closing balance of unsecured loan Dividend Paid on Equity Shares

31.03.2017

0.00

Kamal Aggrawal Nareshkumar Goyal Rohit H Patel Geetaben R Patel

Nareshkumar Goyal Remuneration * Unsecured loan received Unsecured loan paid Interest on unsecured loan Closing balance of unsecured loan Dividend Paid on Equity Shares Closing balance

Rohit H Patel Remuneration Unsecured loan received Unsecured loan paid Interest on unsecured loan Closing balance of unsecured loan Dividend Paid on Equity Shares Closing balance

For the year ended 31.03.2018 1 31.03.2017

I Ind AS I Ind AS I

Geetaben R Patel

Closing balance Dividend Paid on Equity Shares Closing balance

Note 22: FINANCIAL INSTRUMENTS

Note 22.1: CAPITAL MANAGEMENT The Company manages its capital to ensure that the Company will be able to continue as going concern while maximizing the return to stakeholders

through the optimisation of the debt and equity balance. The Company determines the amount of capital required on the basis of annual planning and budgeting and its plan for working capital and long- term borrowings. The funding requirements are met through equity, internal accruals and a combination of both long-term and short-term

The Capital Structure of the Company consists bothdebt and equity.

Note 23: FAIR VALUE MEASUREMENTS

GEARING RATIO

Gross Debt (Long term and short term borrowings including cunent maturities) Less: Cash and bank balancer Net Debt

Total Equity Net Debt to equity Ratio

Assets s

31.03.2018

5,512,236

31,807 5,480,429

25,648,050 0.21

The carrying value of instruments by categories are as follows

Financial Assets iv) Trade Receivables

31.03.2017

5,012,236

174,760 4,837,476

23,757,291 0.20

Particulars

v) Cash and cash Equivalents

As a t

vi) Other Bank balance

Total

Liabilities Financial Liabilities iii) Trade Payables

Amortised Cost

Total

Financial AssetsLiabilities

a t fair value through Profit o r

Loss

31-03-201 31-03-201

Financial AssetsLiabilities

a t fair value through OCI

Total Carrying Value

2,619,000 0

3 1,807 174,760

0 0

2,650,807 174,760

18,828,761 292,582

18,828,761 292,582

Fair Value hierarchy disclosures: Level 1 - Financial Instruments measured using quoted prices. This includes listed equity instruments, traded bonds, ETF's and mutual hnds that have quoted prices The fair value of all equity instruments (including bonds) which are traded in stock exchanges is valued using the closing prices as at the reporting period. The mutual funds are valued using the closing NAV.

Level 2 - Financial Instruments that are not traded in an active market (for example traded bonds, over the counter derivatives) is determined using valuation. techniques which maximize the use of observable market data and rely as little as possible on entity specific estimates. If all significant inputs required to fair value an instmment are observable, the inshument is included in level 2.

Level 3 - Inputs for the assets or l~abilities that are no1 based on observable market data (unobservable inputs). This is the case of unlisted equity securities. contingent consideration and indemnification asset included in level 3. The management has carried out analysis offinancial assets and liabilities for all the reporting periods and has concluded that there are no financial assets and liabilities to be considered at fair value and disclosed under Level 1, Level 2 or Level 3 and all the financial assets and liabilities are at its carrying value which is equal to the fair value measured at amortised cost.

The carrying amounts of trade receivables, cash and cash equivalent, bank balances, current loans, current other financial assets, trade payables, current borrowings and other current financial liabilities are considered to be the same as their fair values, due to their short term nature.

The carrying amounts of non current financial loans are considered to be the same as their fair value as it consist of security deposit with Government Organisations ctricity companies, which are interest bearing and are close to the fair value. Also, it consist of loans se the fair value.

an 12 months and are close to the fair value. ng amount of non current other financial assets are considered to be the same as their value as it consist of interest bearing fixed d

0-t

Note 5: Share Capital

--

C) Restriction On Voting Rights The company has only one class of issued equity share capital having a par value of Rs. 10 each. Each holder of equity share is entitled for one vote per share and right to receive the dividend, if any, declared on the equity shares.

d) The company has not issued any bonus shares, nor has bought back shares during the period of five years immediately preceding the reporting period.

Particulars

Authorised Capital 9,000,000 Equity Shares of '. 101- each

Issued, Subscribed & Fully Paid-up Capital 7104707 Equity Shares of '. 101- each fully paid up

Total Share Capital

Note 6: Other Equity I 1 I (Other I

As a t 31.03.2018

90,000,000

7 1,047,070

71,047,070 There is no incrrase In Aurhor~sed Cap~ral.

As a t 31.03.2017

90,000,000

7 1,047,070

71,047,070

As a t 01.04.2016

90,000,000

7 1,047,070

7 1,047,070

Pnrticulars 31-03-2018

71,047,070 0 0

7 1,047,070

(A) Equ~ty Share Capital Balance at the beginning of the year Share Issued during the year Bonus Shares issued during the year Balance at the end of the yvar

The Details of shareholder who are holding more than 5% of the share are 8s follows.

31-03-201 7

7 1,047,070 0 0

7 1,047,070

a)

1 2 3 4 5 6

01.04.2016

71,047,070 0 0

7 1,047,070

Promoter & Promoter Group Of which shareholders holding more than 5% of the Paid-up Capital Nareshkumar V Goyal Kamalkumar R Aggarwal Navdeep N Goyal Shubharangana N Coyal Sanjay N Kriplan~ Minal K Aggarwal

As a t 31.03.2018

% of Holding

10.18% 10.18% 5.06% 3.25% 7.75%

10.1 1%

As a t 31.03.2017

No of Shares 723,211 722,911 359,520 230,626 550,400 718,025

% of Holding 10.18% 10.18% 5.06% 3.25% 7.75% 10.11%

No of Shares

723,211 722,911 359,520 230,626 550,400 718,025

Particular 31-03-2018 31-03-2017 31-03-2016

2,300,500 81 1,236

1,000,500 4,112.236

6,932 54,394 33,954

- 255,900

-

351,180

2,400,500 81 1,236

1,800,500 5,012,236

Unsecured Loan from Directors Kamal Agganval Naresh Goyal & Kamal Agrawal Naresh Cioyal Total

34,132 - -

255,900 2,550

292,582

Creditors A-ONE ADVERTISING AGENCY MCS SHARE TRANSFER AGENT LTD SHAH MEHTA & BAKSHI Virtual Chemicals VIVRO FINANCIAL SERVICES PVT. LTD. KH & ASSOCIATES

Total

550,000 550,000

2,900,500 81 1,236

1,800,500 5.512.236

22,470 30,098 17,700

18,498,843 255,900

3,750

18,828,761

550,000 550,000

Advance to Supplier 4E ADVISORY PVT LTD Total

- - - -

Cost of RM Consumed Opening Stock Purchase Closing Stock Cost of RM Consumed

550,000 550,000

- 15,676,986 15,676,986

-

- - - -

Notes to the Financial Statements for the year ended March 31,2018

1. Significant accounting policies

1.1. Statement of compliance

In accordance with the notification dated 16th February, 2015, issued by the Ministry of Corporate Affairs, the Company has adopted Indian Accounting Standards (referred to as "Ind AS") notified under the Companies (Indian Accounting Standards) Rules, 20 1 5 with effect from April 1, 20 16. The financial statements have been prepared in accordance with Ind AS notified under the Companies (Indian Accounting Standards) Rules, 2015 (as amended). These are Company's first Ind AS financial statements. The Company is covered under Mandatory Phase-2 and hence the date of transition to Ind AS is April 1,2016. The mandatory exceptions and optional exemptions availed by the Company of First-time adoption have been detailed in Note 2.19. Previous period figures in the financial statements have been restated in compliance to Ind AS.

Up to the year ended March 3 1 , 2017, the Company had prepared the financial statements under the historical cost convention on accrual basis in accordance with the Generally Accepted Accounting Principles (Previous GAAF') applicable in India and the applicable accounting standards as prescribed under the provisions of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014.

In accordance with Ind AS 101-"First time adoption of Indian accounting Standards" (Ind AS 101), the Company has presented a reconciliation of Shareholders' equity under Previous GAAP and Ind AS at March 3 1, 201 7, and April 1, 2016 and of the Profit after tax as per Previous GAAP and Total Comprehensive Income under Ind AS for the year ended March 31, 2017, as such there is no entries relating to any reconciliation.

1.2. Basis of preparation

The financial statements have been prepared on the historical cost basis except for certain financial instruments that are measured at fair values at the end of each reporting period, as explained in the accounting policies below.

Historical cost is generally based on the fair value of the consideration given in exchange for goods and services.

All assets and liabilities have been classified as current or non-current as per the Company's normal operating cycle and other criteria's set out in Ind AS-1 'Presentation of Financial Statements' and Schedule 111 to the Companies Act, 201 3.

Fair Value Measurement

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date under current market conditions. The Company categorizes assets and liabilities measured at fair value into one of three levels depending on the ability to observe inputs employed in their measurement which are described as follows:

Level 1 inputs are quoted prices (unadjuited) in active markets for identical assets or liabilities. Level 2 inputs are inputs that are observable, either directly or indirectly, other than quoted prices included within level 1 for the asset or liability. Level 3 inputs are unobservable inputs for the asset or liability reflecting significant modifications to observable related market data or Company's assumptions about pricing by market participants

The principal accounting policies are set out below.

1.3. Revenue Recognition

Revenue arising from sale of products is recognized when the significant risks and rewards of ownership have passed to the buyer, which is at the point of transfer of goods to customers, and the revenue can be measured reliably and it is probable that the economic benefits associated with the transaction will flow to the Company. Revenue is measured at the fair value of the consideration received or receivable and represents amounts received or receivable for goods provided in the normal course of business, inclusive of the excise duty and net of discounts, value added tax, central sales tax and custom and Goods and Services tax.

Interest income

Interest incomes from financial assets arerecognised at the effective interest rate applicable in initial recognition.

Revenue with respect to other operating income and other income is recognised when a reasonable certainty as to its realization exist.

1.4. Foreign Exchange Transactions

The functional currency of the Company is Indian Rupees which represents the currency of the primary economic environment in which it operates.

Transactions in currencies other than the Company's functional currency (foreign currencies) are recognised at the rates of exchange prevailing at the dates of the transactions. At the end of each reporting period, monetary items denominated in foreign currencies are retranslated using closing rateof exchange prevailing on the last day of the reporting period.

Exchange differences on monetary items are recognised in statement of profit and loss in the period in which they arise.

Exchange difference arising in respect of long term foreign currency monetary items that relates to acquisition of a depreciable capital asset are added to or deducted from the cost of the asset and are depreciated over the remaining useful life of an asset.

1.5. Borrowing Costs

Borrowing costs specifically identified to the acquisition or construction or production of qualifying assets is capitalized as part of such assets. A qualifying asset is one that necessarily takes substantial period of time to get ready for intended use.

All other borrowing costs are recognised in profit or loss in the period in which they are incurred.

1.6. Earnings Per Share

Basic earnings per share are computed by dividing the net profit after tax by the weighted average number of outstanding during the period. Diluted earnings per share is .computed by dividing the net profit

average number of equity shares considered for deriving basic earnings per share and average number of equity shares that could have been issued upon conversion of all dilutive

Antidilutive options are not considered in computing dilutive earning per share.

1.7. Cash Flow Statement

Cash flows are reported using the indirect method, where by profit after tax is adjusted for the effects of transactions of a non-cash nature, any deferrals or accruals of past or future operating cash receipts or payments and item of income or expenses associated with investing or financing cash flows. The cash flows are segregated intooperating, investing and financing activities.

1.8. Taxation

Income tax expense represents the sum of the tax currently payable and deferred tax.

1.8.1. Currenttax The tax currently payable is based on taxable profit for the year. Taxable profit differs from 'profit before tax' as reported in the statement of profit and loss because of items of income or expense that are taxable or deductible in other years and items that are never taxable or deductible. The Company's current tax is calculated using tax rates that have been enacted or substantively enacted by the end of the reporting period.

1.8.2. Deferredtax Deferred tax is recognised on temporary differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit. Deferred tax liabilities are generally recognised for all taxable temporary differences. Deferred tax assets are generally recognised for all deductible temporary differences to the extent that it is probable that taxable profits will be available against which those deductible temporary differences can be utilised.

The carrying amount of deferred tax assets is reviewed at the end of each reporting period and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered.

1.8.3. Current and deferred tax for the vear Current and deferred tax expense are recognised in Statement of Profit and Loss, except when .they relate to items that are recognised in other comprehensive income or directly in equity, in which case, the current and deferred tax expense are also recognised in other comprehensive income or directly in equity respectively.

1.9. Property, plant and equipment

Buildings held for use in the production or supply of goods, or for administrative purposes, are stated in the Balance Sheet at cost less accumulated depreciation and accumulated impairment losses, if any. Cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by the management.

Property, plant and equipment (other than buildings) are stated at cost less accumulated depreciation and accumulated impairment losses, if any.

Cauital work-in-proness

C

' - - Property, Plant and Equipment (PPE) in the course of construction for production, supply or administrative purposes are camed at cost, less any recognised impairment loss. The cost of an asset comprises its purchase , . . - .

price or its construction cost (net of applicable tax credits) and any cost directly attributable to bring the asset into the location and condition necessary for it to be capable of operating in the manner intended by the Management. It includes professional fees and, for qualifying assets, borrowing costs capitalised in accordance with the Company's accounting policy. Such properties are classified to the appropriate categories of property, plant and equipment when completed and ready for intended use. Parts of an item of PPE having different useful lives and material value and subsequent expenditure on PPE arising on account of capital improvement or other factors are accounted for as separate components.

1.10. Inventories

Inventoriesare valued at lower of cost or net realizable value. Cost of inventories comprises of purchase cost and other costs incurred in bringing inventories to their present location and condition. The cost has been determined as under:

I Raw material 1 On First in First out (FEO) basis. 1 1.11. Provisions, Contingent Liabilities and Contingent Assets

Provisions are recognised when the Company has a present obligation (legal or constructive) as a result of a past event, it is probable that the Company will be required to settle the obligation, and a reliable estimate can be made of the amount of the obligation.

The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the end of the reporting period, taking into account the risks and uncertainties surrounding the obligation. When a provision is measured using the cash flows estimated to settle the present obligation, its canying amount is the present value of those cash flows (when the effect of the time value of money is material).

Contingent assets are disclosed in the financial statements by way of notes to accounts when an inflow of economic benefits is probable.

Contingent liabilities are disclosed in the financial statements by way of notes to accounts, unless possibility of an outflow of resources embodying economic benefits is remote.

1.12. Financial instruments

Financial assets and financial liabilities are recognised when Company becomes a party to the contractual provisions of the instruments.

Financial assets and financial liabilities are initially measured at fair value. Transaction costs that are directly attributable to the acquisition or issue of financial assets and financial liabilities (other than financial assets and financial liabilities at fair value through profit or loss) are added to or deducted from the fair value of the financial assets or financial liabilities, as appropria!e, on initial recognition. Transaction costs directly attributable to the acquisition of financial assets or financial liabilities at fair value through profit or loss are recognised immediately in the statement of profit and loss.

The effective interest rate that exactly discounts the estimated future cash payments or receipts through the expected life of the financial asset and financial liabilities to the gross carrying amount of a financial asset or to arnortise cost of financial liability. When calculating the effective interest rate an entity shall estimate the expected cash flows by considering all the contractual terms of financial instrument but shall not consider the expected credit losses. 1.13. Equity instruments

Equity instruments issued by the Company are recorded at the proceeds received.

1.14. Financial assets

(i) Cash and cash equivalents The company considers all highly liquid financial instruments, which are readily convertible into known amounts of cash that are subject to an insignificant risk of change in value and having original maturities of three months or less from the date of purchase, to be cash equivalents. Cash and cash equivalents consist of balances with banks which are unrestricted for withdrawal and usage.

(ii) Financial assets at amortised cost Financial assets are subsequently measured at amortised cost using the effective interest method if these financial assets are held within a business whose objective is to hold these assets in order to collect contractual cash flows and the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

(iii) Financial assets at fair value through other comprehensive income Financial assets are subsequently measured at fair value through other comprehensive income if these financial assets are held within a business whose objective is achieved by both selling financial assets and collecting contractual cash flows, the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

(iv) Financial assets at fair value through profit or loss (FVTPL) Financial assets are subsequently measured at fair value through profit or loss unless it is measured at amortised cost or at fair value through other comprehensive income on initial recognition. The transaction costs directly attributable to the acquisition of financial assets and liabilities at fair value through profit or loss are immediately recognised in the statement of profit and loss. Company's investment in the Mutual fund are subsequently measured at FVTPL.

(v) Impairment of Financial assets The Company assesses at each balance sheet date whether a financial asset or a group of financial assets is impaired. Ind AS 109 requires expected credit losses to be measured through a loss allowance. The Company recognises credit loss allowance at lifetime expected credit loss model for all contract assets and 1 or all trade receivables that do not constitute a financing transaction.

(vi) Derecognition of financial assets The Company derecognises a financial asset when the contractual rights to the cash flows from the asset expire, or when it transfers the financiil asset and substantially all the risks and rewards of ownership of the asset to another party. On derecognition of a financial asset in its entirety, the difference between the asset's carrying amount

ancial liabilities

*_ .I C _ < " +-.-:. -~".

(i) Financial liabilities are initially recorded at a fair value and Subsequently financial liability are measured at amortised cost using effective interest method except for certain items of financial liabilities which are measured at fair value through profit & loss (FVTPL). For trade payables maturing within one year from the balance sheet date, the carrying amounts approximate fair value due to short maturity of these instruments.

(ii) Derecognition of financial liabilities The Company derecognizes financial liabilities when, and only when, the Company's obligations are discharged, cancelled or have expired. The difference between the carrying amount of the financial liability derecognised and the consideration paid and payable is recognised in the statement of profit and loss.

1.16. Segment reporting

Operating segments are identified and reported taking into account the different risk and returns, the organization structure and the internal reporting systems.

1.17. First-time adoption - mandatory exceptions and optional exemptions

1.17.1. Overall principle The Company has prepared the opening balance sheet as per Ind AS as of April 1, 201 6 (the transition date) by recognising all assets and liabilities whose recognition is required by Ind AS, not recognising items of assets or liabilities which are not permitted by Ind AS, by reclassifying items from previous GAAP to Ind AS, as required under Ind AS, and applying Ind AS in measurement of recognised assets and liabilities. However, this principle is subject to the certain exception and certain optional exemptions availed by the Company as detailed below.

1.17.2. Derecomition of financial assets and financial liabilities The Company has applied the derecognition requirements of financial assets and financial liabilities prospectively for transactions occurring on or after April l , 20 16.

1.17.3. Classification of debt instruments The Company has determined the classification of debt instruments in terms of whether they meet the amortised cost criteria based on the facts and circumstances that existed as of the transition date.

1.17.4. Deemed cost for property, plant and equipment and intangible assets The Company has elected to cantinue with the carrying value of all of its property, plant and equipment and intangible assets recognised as of April 1, 201 6 (transition date) measured as per the previous GAAP and use that carrying value as its deemed cost as of the transition date.

1.18. Critical judgements in applying accounting policies

The following are the critical judgements, apart from those involving estimations, that the Management have made in the process of applying the Company's accounting policies and that have the significant effect on the

recognized in the Standalone Financial Statements.

Determination of functional currency

Currency of the primary economic environment in which the Company operates ("the functional currency") is Indian Rupee (Rs.) in which the company primarily generates and expends cash. Accordingly, the Management has assessed its hnctional currency to be Indian Rupee (Rs.).


===================================================================================

SECRETARIAL AUDIT REPORT (For the Financial year ended on 31st March, 2018)

[Pursuant to section 204(1) of the Companies Act, 2013 and Rule No. 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]

To, The Members, OVERSEAS SYNTHETICS LIMITED Block No. 355, Manjusar Kumpad Road, Village - Manjusar, Taluka - Savli, Vadodara – 391775 We have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practice by OVERSEAS SYNTHETICS LIMITED (hereinafter called “the Company”). Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/ statutory compliances and expressing our opinion thereon. Based on our verification of the Company’s books, papers, minutes books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, we hereby report that in our opinion, the Company has, during the audit period covering the financial year ended on 31st March, 2018, complied with the statutory provisions listed hereunder and also that the Company has proper Board processes and compliance mechanism in place to the extent, in the manner and subject to the reporting made hereinafter: We have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company, for the financial year ended on 31st March, 2018, according to the provisions of:

1. The Companies Act, 2013 (the Act) and the rules made thereunder.

2. The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the rules made thereunder;

3. The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;

KH & ASSOCIATES Practicing Company Secretaries

316, Phoenix Complex, Next to Suraj Plazza, Sayajigunj, Vadodara 390005. Ph. (O) 2222544, (m) 9824317835 Email- [email protected]


4. Foreign Exchange Management Act, 1999 and the rules and regulations made

thereunder to the extent of Foreign Direct Investment and Overseas Direct Investment and External Commercial Borrowings. – Not Applicable to the Company during the Audit period;

5. The following Regulations and Guidelines prescribed under the Securities and Exchange

Board of India Act, 1992 (‘SEBI Act’).

A. The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;

B. The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992;

C. The Securities and Exchange Board of India (Issue of Capital and Disclosure

Requirements) Regulations, 2009. - Not Applicable to the Company during the Audit Period;

D. The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999. - Not Applicable to the Company during the Audit Period;

E. The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008. - Not Applicable to the Company during the Audit Period;

F. The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client;

G. The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009. - Not Applicable to the Company during the Audit Period; and

H. The Securities and Exchange Board of India (Buyback of Securities) Regulations,

1998. - Not Applicable to the Company during the Audit Period; We have also examined compliance with the applicable clauses of the following: (i) Secretarial Standards issued by The Institute of Company Secretaries of India. - (ii) The Listing Agreements entered into by the Company with BSE Limited read with the SEBI

(Listing Obligations and Disclosure Requirements) Regulations, 2015


During the period under review, the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards etc. mentioned above. Further, as per representation of management letter, as there is no commercial activities are carried on by the Company during the financial year under the review, no other industry specific laws are applicable to Company. We further report that; The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. However Company has not appointed a Chief Financial Officer as per the requirement of Section -203 of Companies Act, 2013. The changes in the composition of the Board of Directors that took place during the year under review were carried out in compliance with the provisions of the Act. Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least 7 days in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting. During the Audit period, all the decisions were taken by the Board of Directors or Committee of the Board without any dissent by any of the Directors of the Company as recorded in the minutes of the meetings of the Board of Directors or Committee of the Board, as the case may be. We further report that there are adequate systems and processes in the Company commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines. Place: Vadodara Date: 26th May, 2018

For K H & Associates Company Secretaries

(Hemant Valand) ACS No. 24697; CP No. 8904

Note: This report is to be read with our letter of even date which is annexed as Annexure and forms an integral part of this report.


ANNEXURE TO SECRETARIAL AUDIT REPORT

Date: 26th May, 2018 To, The Members, OVERSEAS SYNTHETICS LIMITED Block No. 355, Manjusar Kumpad Road, Village - Manjusar, Taluka - Savli, Vadodara – 391775 Our report of even date is to be read along with this letter.

1. Maintenance of secretarial record is the responsibility of the management of the company. Our responsibility is to express an opinion on these secretarial records based on our audit.

2. We have followed the audit practices and the processes as were appropriate to obtain

reasonable assurance about the correctness of the contents of the secretarial records. The verification was done on test basis to ensure that correct facts are reflected in secretarial records. We believe that the processes and the practices, we followed provided a reasonable basis for our opinion.

3. We have not verified the correctness and appropriateness of financial records and

Books of Accounts of the company.

4. Wherever required, we have obtained the Management representation about the compliance of laws, rules and regulations and happening of events etc.

5. The compliance of the provisions of corporate and other applicable laws, rules,

regulations, standards is the responsibility of management. Our examination was limited to the verification of procedures on test basis.

6. The Secretarial Audit report is neither an assurance as to the future viability of the

company nor of the efficacy or effectiveness with which the management has conducted the affairs of the company.

Place: Vadodara Date: 26th May, 2018

For K H & Associates Company Secretaries

(Hemant Valand) ACS No. 24697; CP No. 8904


Annexure-II

Form No. MGT-9 EXTRACT OF ANNUAL RETURN

AS ON THE FINANCIAL YEAR ENDED ON 31.03.2018

[Pursuant to section92(3) of the Companies Act, 2013 and rule 12(1) of the

Companies (Management and Administration) Rules, 2014]

I. REGISTRATION AND OTHER DETAILS:

i. CIN L24200GJ1992PLC017316

ii. Registration Date 17/03/1992

iii. Name of the Company Overseas Synthetics Limited

iv. Category/Sub-Category of the Company Public Company (Limited by Shares)

v. Address of the Registered office and contact details

Block No. 355, ManjusarKumpad Road, Village - Manjusar, Taluka - Savli, Vadodara - 391775

vi. Whether listed company Yes

vii. Name, Address and Contact details of Registrar and Transfer Agent, if any

M/s. MCS Shares Transfer Agent Limited 88, Sampatrao Colony, 1

st Floor, Neelam

Apartment, Above Chappanbhog SweetAlkapuri, Vadodara – 390007. Tele No. 0265-2350490 Fax No. 0265-2341639E-mail: [email protected]

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

All the business activities contributing 10% or more of the total turnover of the company shall be

stated:-

Sr. No. Name and Description of

main products/ services

NIC Code of the

Product/ service

% to total turnover of

the company

N.A. N.A. N.A. NA

Note: Since the Company has stopped manufacturing activity for last several years, the statement with

respect to Principal Business Activities of the Company is not applicable to the Company. The Company

has neither earned nor used any foreign exchange during the year under review.

III.PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES

Sr. No. Name And Address Of CIN/GLN Holding/ %of Applicable



The Company Subsidiary

/Associate

shares

held Section

NA NA NA NA NA NA

IV.SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)

i. Category-wise Share Holding

Category of Shareholders

No. of Shares held at the

beginning of the year

No. of Shares held at the end of the

year

%

Change

during

The year

Demat Physical Total % of Total Shares

Demat Physical Total % of Total Shares

A. Promoter

1) Indian

a) Individual/ HUF

2165843 NIL 2165843 30.48 2213843 NIL 2213843 31.16 0.68

b) Central Govt

Nil Nil Nil Nil Nil Nil Nil Nil Nil

c) State Govt(s)


d) Bodies Corp


e) Banks / FI Nil Nil Nil Nil Nil Nil Nil Nil Nil

f) Any Other Nil Nil Nil Nil Nil Nil Nil Nil Nil

Subtotal (A)(1):-

2165843 NIL 2165843 30.48 2213843 NIL 2213843 31.16 0.68

2) Foreign

g) NRIs-Individuals


h) Other-Individuals


i) Bodies Corp.


j) Banks / FI Nil Nil Nil Nil Nil Nil Nil Nil Nil

k) Any Other….


Sub-total(A)(2):-

2165843 NIL 2165843 30.48 2213843 NIL 2213843 31.16 0.68

B. Public Shareholding

1. Institutions

a) Mutual Funds


b) Banks / FI Nil Nil Nil Nil Nil Nil Nil Nil Nil


c) Central Govt


d) State Govt(s)


e) Venture Capital Funds


f) Insurance Companies


g) FIIs Nil Nil Nil Nil Nil Nil Nil Nil Nil

h) Foreign Venture Capital Funds


i) Others (specify)


Sub-total(B)(1)


2. Non Institutions

a) Bodies Corp.

(i) Indian (ii)

Overseas

251271 155198 406469 5.72 650645 155198 805843

11.34 5.62

b) Individuals (i) Individual shareholders holding nominal share capital upto Rs. 2 lakh (ii) Individual shareholders holding nominal share capital in excess of Rs 2 lakh

324804 2134203

850612 484526

1175416 2618729

16.54 36.86

350974 2051510

845249 213038

1196223 2264548

16.83 31.87

0.29 (4.99)

c) Others (Specify)

HUF 169050 0 169050 2.38 55550 0 55550 0.78 (1.60)

NRI 15300 553900 569200 8.01 15300 553400 568700 8.00 (0.01)

Sub-total(B)(2)

2894628

2044236

4938864

69.51

3123979

1766885

4890564

68.82

-

Total Public Shareholding (B)=(B)(1)+(B)

2894628

2044236

4938864

69.51

3123979

1766885

4890564

68.82

-


(2)

C. Shares held by Custodian for GDRs & ADRs

Nil

Nil Nil Nil Nil Nil Nil Nil Nil

Grand Total (A+B+C)

5060471 2044236

7104707 100 5337822 1766885

7104707 100 Nil

ii.Shareholding of Promoters

Sr. No

Shareholder’s Name

Shareholding at the beginning of the year

Shareholding at the end of the year

No. of Shares

% of total Shares of the company

%of Shares Pledged / encumbered to total shares

No. of Shares

% of total Shares of the company

%of Shares Pledged / encumbered to total shares

% change in share holding during the year

1. Minal Kamal Aggarwal

414967 5.84 Nil 414967 5.84 Nil 0.00

2. Kamal Rajendra Aggarwal

720411 10.14 Nil 768411 10.81 Nil 0.67

3. Naresh Vijaykumar Goyal

720011 10.13 Nil 720011 10.13 Nil 0.00

4. Navdeep Naresh Goyal

204428 2.88 Nil 204428 2.88 Nil 0.00

5. Shubharangana Naresh Goyal

106026 1.49 Nil 106026 1.49 Nil 0.00

Total 2165843 30.48 Nil 2165843

31.15 Nil 0.67

iii.Change in Promoters’ Shareholding (please specify, if there is no change)

Sr. no

Name of shareholder Shareholding at the beginning of the year

Cumulative Shareholding during the year

No. of shares % of total shares of the company


1. Minal Kamal Aggarwal

a. At the beginning of the year b. Changes during the year c. At the end of the year

414967

- -

5.84

- -

- -

414967

- -

5.84


2 Kamal R. Aggarwal

a. At the beginning of the year b. Changes during the year

Purchase

c. At the end of the year

720411

48000

-

10.14

0.67

-

- -

768411

- -

10.81

3. a. Naresh Vijaykumar Goyal b. a. At the beginning of the year c. b. Changes during the year

c. At the end of the year

720011

-

10.13

-

- -

720011

- -

10.13

4. d. Navdeep Naresh Goyal e. a. At the beginning of the year f. b. Changes during the year g. c. At the end of the year

204428

-

2.88

-

- -

204428

- -

2.88

5. h. Shubharangana Naresh Goyal i. a. At the beginning of the year j. b. Changes during the year k. c. At the end of the year

106026

- -

1.49

- -

- -

106026

- -

1.49

iv.Shareholding Pattern of Top Ten Shareholder (Other than Director, Promoters and holders of GDRs and ADRs)

Sr. no

Top 10 Shareholders* Shareholding at the beginning of the year

Cumulative Shareholding during the year



1. Kripa Rohitbhai Patel 159963 2.25 271488 3.82

2. Atul Brahamanand Shah 174900 2.46 174900 2.46

3. Bharat Chunilal Shah 161675 2.28 161675 2.28

4. Raja Ram Sharma 133050 1.87 133050 1.87

5. Preetpalsingh Kohli 130250 1.83 130250 1.83

6 Devavrat Deepak Kulkarni 100000 1.41 100000 1.41

7. Shamika Devavrat Kulkarni 99000 1.39 99000 1.39

8. Manisha Chordia 0 0 91643 1.29

9. MahendraVagtawarmalRanawat 79600 1.12 79600 1.12

10. Praveen Tyagi 0 0 85000 1.20

*The shares of the Company are traded on a daily basis and hence the date wise increase / decrease

in shareholding is not indicated. Shareholding is consolidated based on permanent account number

(PAN) of the shareholder.

v. Indebtedness Indebtedness of the Company including interest outstanding/accrued but not due for payment

Particulars

Secured Loans

excluding

deposits

Unsecured

Loans

Deposits Total

Indebtedness

Indebtedness at the

beginning of the financial year

i) Principal Amount

ii) Interest due but not paid

iii) Interest accrued but not

NIL 50,12,236

NIL 50,12,236


Total(i+ii+iii) NIL 50,12,236 NIL 50,12,236

Change in Indebtedness

during the financial year

- Addition

- Reduction

NIL 5,00,000

NIL 5,00,000

Net Change NIL 5,00,000 NIL 5,00,000

Indebtedness at theend of

the financial year

i) Principal Amount

ii) Interest due but not paid

iii) Interest accrued but not

due

NIL 55,12,236

NIL 55,12,236

Total (i+ii+iii) NIL 55,12,236 NIL 55,12,236

vi. Remuneration Of Directors And Key Managerial Personnel

A. Remuneration to Managing Director,Whole-time Directors and/or Manager

Sr.

No.

Particulars of Remuneration Name of MD/WTD/

Manager

Total

Amount

1. Gross salary

(a)Salary as per provisions contained in

section17(1) of the Income-tax Act,

1961 (b)Value of perquisites u/s

17(2)Income-tax Act,

1961 (c)Profits in lieu of salary

undersection17(3)Income- taxAct,1961

Nil Nil Nil Nil Nil

2. Stock Option Nil Nil Nil Nil Nil

3. Sweat Equity Nil Nil Nil Nil Nil

4. Commission

- as % of profit

- others, specify…

Nil Nil Nil Nil Nil

5. Others, please specify Nil Nil Nil Nil Nil

6. Total(A) Nil Nil Nil Nil Nil

Ceiling as per the Act Nil Nil Nil Nil Nil

B. Remuneration to other directors:

Sl. No. Particulars of Remuneration Name of Director

Total

Amount

Independent Directors ·Fee for attending board committee

meetings

·Commission

·Others, please specify

Nil Nil Nil Nil Nil

Total(1) Nil Nil Nil Nil Nil


Other Non-Executive Directors ·Fee for attending board committee meetings

·Commission

·Others, please specify

Nil Nil Nil Nil Nil

Total(2) Nil Nil Nil Nil Nil

Total(B)=(1+2) Nil Nil Nil Nil Nil

Total Managerial Remuneration Nil Nil Nil Nil Nil

Over all Ceiling as per the Act Nil Nil Nil Nil Nil

C. Remuneration to Key Managerial Personnel Other Than MD/Manager/WTD

Sl. no.

Particulars of

Remuneration Key Managerial Personnel

CEO Company Secretary CFO Total

1. Gross salary

(a)Salary as per provisions contained in section17(1)of the

Income-tax Act,1961

(b)Value of perquisites u/s

17(2)Income-tax

Act,1961 (c)Profits in lieu of salary under

section17(3)Income-tax

Act,1961

Nil 216000 NIL NIL

Nil NIL NIL

216000 NIL NIL

2. Stock Option Nil Nil Nil Nil

3. Sweat Equity Nil Nil

4. Commission

- as % of profit

-others, specify…

Nil Nil Nil Nil

5. Others, please specify Nil Nil Nil Nil

6. Total Nil 216000 Nil 216000

VII. PENALTIES/PUNISHMENT/COMPOUNDINGOFOFFENCES:

Type Section of the companies Act

Brief description

Details of Penalty/

Punishment/Compounding

fees imposed

Authority[RD/NCLT/Court]

Appeal made. If any(give details)

A. Company

Penalty None Punishment

Compounding

B. Directors


Compounding

B. Other Officers InDefault


Compounding


Annexure-III

Rule 5(1) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules 2014 The details of remuneration during the year 2017-18 as per Rule 5(1) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 are as Follows:

Sr. No

Disclosure Requirement Disclosure Details

i. Ration of Remuneration of each Director to the median remuneration of the employees of the Company for the financial year

Directors Ratio to median remuneration

Mr. Kamal Aggarwal -

Mr. Naresh Goyal -

Mrs. Minal Aggarwal -

Mrs. Shubharangana Goyal

-

Mr. Anirudh Sonpal -

Mr. Nikhil Raval

ii. Percentage increase in the remuneration of each Director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the financial year

Directors, Chief Executive Officer, Chief Financial Officer and Company Secretary

% increase in Remuneration in the financial year

Mr. Kamal Aggarwal -

Mr. Naresh Goyal -

Mrs. Minal Aggarwal -

Mrs. Shubharangana Goyal

-

Mr. Anirudh Sonpal -

Mr. Nikhil Raval -

Mr. Dharmesh Vankar(Company Secretary)

-

Notes: No remuneration paid to Managing Director or other Director. No sitting fee is paid to non executive Directors.

iii. Percentage increase in the median remuneration of employees in the financial year - 0

iv. Number of permanent employees on the rolls of the company as on 31st

March, 2018 - 1

v. Explanation on relationship between average increase in remuneration & Company performance

There had not been any increase in employee remuneration during the year 2017-18 was

A direct co-relation of employees remuneration and company performance as envisaged in the

Rules is not feasible considering the qualitative factors involved in measuring performance.

vi. Comparison of remuneration of Key Managerial Personnel and each Key Managerial Personnel against the performance of the company


Aggregate remuneration of Key Managerial Personnel (KMP) in FY 2017-18 (Rs. In lacs)

216000

Revenue (Rs. In lacs) -

Remuneration of KMPs (as % of revenue) NA

Profit before Tax (PBT) (Rs. in lacs) -

Remuneration of KMP (as % of PBT) NA

vii. Variations in the market capitalization of the company and price earning ratio as at the closing date of current financial year and previous financial year

Particulars 31.03.2018 31.03.2017

Market capitalization of the company (Rs. in lacs) - -

Closing Price at the BSE Ltd (In Rs.)* 08.75. 12.56

Percentage Earning Ratio as at the closing date 0.27 (0.13)

Percentage increase over decrease in market quotation of the shares of the company in

comparison with the last public offer.

Not applicable.

viii. Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial personnel

Increase in the managerial remuneration for the year was Nil. ix. Comparison of each remuneration of the key managerial personnel against the

performance of the Company

Particulars Mr. Dharmesh Vankar Company Secretary

Remuneration in FY 2017-18 (Rs. in lacs) 216000

Revenue (Rs. in lacs) -

Remuneration as % of revenue/turnover NA

Profit before tax (PBT) (Rs. in lacs) -

Remuneration (as % of PBT) NA

* Note: - Revenue is nil

x. The key parameters for any variable component of remuneration availed by the Directors: There is no variable component in remuneration of directors. xi. Ratio of Remuneration of the highest paid director of that of the employees who are not

directors but receive remuneration in excess of highest paid Director during the year: The Company has only one employee, Detail of the remuneration is given as above. xii. Affirmation that the remuneration is as per the remuneration policy of the Company: The Company is in compliance with the remuneration policy.


ATTENDANCE SLIP (To be handed over at the entrance of the Meeting Hall)

CIN: L24200GJ1992PLC017316 Name of the Company: Overseas Synthetics Limited Registered Office: Block No 355, Kumpad Road, Village:Manjusar, Taluka:Savli, District: Vadodara – 391775.

Ph. No.: (0265) 2981195, Fax: 0265 2983754, Email:[email protected] Website:www.overseassynthetics.com

Folio No. / DP ID - Client ID _________________________ No of shares held _______________ Full Name of the Member (s) (in Block Letters) ___________________________________________ Name of Proxy (in Block Letters)_______________________________________________________ (To be filled in if Proxy Form has been duly deposited with the Company) I / We hereby record my / our presence at the 26

th Annual General Meeting of Members of the

Company being held at Block No. 355, Manjusar Kumpad Road, Village : Manjusar, Taluka : Savli, District : Vadodara – 391775 on Saturday, 29

th September, 2018 at 11.00 a.m.

______________________________ Member‘s / Proxy‘s Signature (To be signed at the time of handing over the slip) Notes: 1. Members are requested to bring their copies of Annual Report at the AGM. 2. As per the policy of the Company no gifts will be given at the Annual General Meeting. 3. Please strike off whichever is not applicable. ----------------------------------------------------------------------------------------------------------------------------------------




PROXY FORM

CIN: L24200GJ1992PLC017316

Name of the Company: Overseas Synthetics Limited

Registered Office: Block No 355, Kumpad Road, Village: Manjusar, Taluka: Savli, District: Vadodara – 391775. Ph. No.: (0265) 2981195, Fax: 0265 2983754, Email:[email protected] Website:www.overseassynthetics.com

Name of the Member (s)

Registered Address

Email id

Folio No. / Client ID DP ID :

I/ We, being the member(s) of ________ shares of Overseas Synthetics Limited, hereby appoint 1. Name :

________________________________________________________________________________ Address: _______________________________________________________________________________ Email id: ________________________________________________________________________________ Signature: __________________________________________________________, or failing him/her

2. Name : ________________________________________________________________________________

Address: ________________________________________________________________________________ Email id: ________________________________________________________________________________ Signature: ___________________________________________________________, or failing him/her

3. Name : _______________________________________________________________________________ Address: ________________________________________________________________________________ Email id: ________________________________________________________________________________ Signature: _______________________________________________________________________________




As my/our Proxy to attend and vote (on a poll) for me/us and on my/our behalf at the 26

th Annual

General Meeting of the Company to be held on Saturday, 29th

September, 2018 at 11.00 A.M. at Block No. 355, Kumpad Road, Village: Manjusar, Taluka: Savli, District: Vadodara – 391775 and at any adjournment thereof in respect of resolutions as are indicated below:

Reso. No.

Description

Ordinary Business

1. Adoption of the Audited Statement of Profit and Loss for the Financial Year ended 31st

March, 2018, the Balance Sheet as on that date, the Director‘s and the Auditor‘s Reports thereon.

2. Re-appointment of Mrs. Shubharangana Goyal, who retires by rotation.

Special Business 3. Appointment of Mr. SamirkumarBharatbhaiSampat as an Independent Director.

4. Appointment of Mr. Rajnish Tiwarias an Independent Director.

5. Appointment of Mrs. Vanita Mansukh Parmar as an Independent Director

Signed this _____________ day of _____________ 2018 Signature of shareholder __________________________ Signature of Proxy holder(s) _______________________ Notes: 1. This Proxy form in order to be effective should be duly completed and deposited at the Registered

Office of the Company, not less than 48 hours before the commencement of the meeting. 2. Please complete all the details including details of member(s) before submission.

Affix Rs. 1 Revenue Stamp


This report contains forward-looking statements, which may be identified by their use of words like ‗plans‘, ‗expects‘, ‗will‘, ‗anticipates‘, ‗believes‘,‗intends‘, ‗projects‘, ‗estimates‘ or other words of similar meaning. All statements that address expectations or projections about the future, including but not limited to statements about the Company‘s strategy for growth, product development, market position, expenditures and financial/results are forward-looking statements. Forward-looking statements are based on certain assumptions and expectations of future events. The Company cannot guarantee that these assumptions and expectations are accurate or will be realized. The Company‘s actual results performance or achievements could thus differ materially from those projected in any such forward-looking statements. The Company assumes no responsibility to publicly amend, modify or revise any forward-looking statements on the basis of any subsequent developments information or events.

Route map to reach the Venue of the Annual General Meeting

If undelivered, please return to: M/s. MCS Shares Transfer Agent Limited, Registrar and Share Transfer Agents Unit: Overseas Synthetics Limited 88, Sampatrao Colony, 1st Floor, Neelam Apartment, Above Chappanbhog sweet, Alkapuri, Baroda-390007., Ph. No. 0265 2322692, 2350490


26th

ANNUAL REPORT

Overseas Synthetics Limited

Block No. 355, ManjusarKumpad Road, Village: Manjusar, Taluka: Savli,

District: Vadodara, Gujarat - 391775

overseas synthetics limited€¦ · overseas synthetics limited date: 13* october, 2018 to, the...

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