Directors Report of Oscar Global Ltd.

Mar 31, 2024

Your Directors are pleased to present33^rd Annual Report covering the operational and financial
performance of your Company along with the Audited Financial Statements for the Financial Year ended
March 31, 2024.

1. FINANCIAL SUMMARY OF THECOMPANY

A brief summary of the audited financials of the Company for the FY ended March 31, 2024 is given
below. The figures of the current FY and previous FY have been prepared in accordance with the Indian
Accounting Standards (''Ind AS'').

Particulars	Year ended on March 31, 2024 (Audited)	Year ended on March 31 ,2023 (Audited)
Revenue from operations	-	-
Other Income	22.25	12.97
Total Income	22.25	12.97
Cost of material Consumed/disposed	-
Increase/Decrease in inventories of finished goods, WIP and stock in trade	-	-
Depreciation	0.03	0.10
Employee Benefit Expense	11.41	16.08
Excise Duty	-	-
Other expenses	18.27	20.86
Total Expenses	29.71	37.04
Profit Before Tax Less: Income Tax Expense:	(7.16)	(24.07)
Current Tax	0.29	0.80
Deferred Tax	-	0.18
Profit before other comprehensive income	(7.45)	(25.05)
Other comprehensive income for the year, net of tax	-	-
Total comprehensive income for the year	(7.45)	(25.05)

2. KEYHIGHLIGHTS:

Total Income for the year increased to Rs. 22.25 Lakhs in FY 2023-2024 in comparison of Rs.12.97
Lakhs in2022-2023, resulting in an increase of 71.55%.

The Company had recorded Net Loss of Rs.7.45 Lakhs in current year against Net loss of Rs. 25.05 Lakhs
in year 2022-23. The Earnings per share (EPS) for the year is Rs. (0.23) per share as compared to
Rs. (0.759) per share in the previous year.

3. STATE OF COMPANY''S AFFAIRS:

Your Company was in to production and export of Leather Garments and accessories. The
company''s products were exported mainly to Europe. Due to global impact of Covid-19 your
company suffered loss of demand of leather goods. There is no market for the leather garments which the
company was manufacturing. Keeping in view that there is no market/ future of these products, the management

decided to shut down these activities and with the permission of shareholders sold plant, machinery, land and
buildings. Necessary disclosures in this regard were given to Stock Exchange from time to time. All efforts are
being made to revive the company.

Your management is exploring new avenues. As and when it finds any such opportunity it will start
new line of activity.

4. DIVIDEND:

In view of the losses, no dividend has been recommended.

5. TRANSFER TO RESERVE:

During the FY 2023-24, the Company has not transferred any amount to General Reserve.

6. LISTING OF SECURITIES

The Equity Shares of the Company are listed on Bombay Stock Exchange Limited and Calcutta Stock
Exchange (“The Exchange”). The Annual listing fee has been duly paid to the Stock Exchange,
whenever the bills were received from the exchange.

7. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

There were no funds which were required to be transferred to Investor Education and Protection
Fund (IEPF).

8. MATERIAL CHANGES AND COMMITMENT S AFFECTING FINANCIAL POSITION BETWEEN THE
END OF THE FINANCIAL YEAR AND DATE OF REPORT:

There are no material changes affecting the affairs of the company which have occurred between
the end of the financial year on March31, 2024 of the company to which the financial statements
relate and the date of this report.

9. DEPOSITS:

Your Company has no unclaimed / unpaid matured deposit or interest due thereon. Your Company
has not accepted any deposits covered under ''Chapter V- Acceptance of Deposits by Companies'' of
the Companies Act,2013 during the financial year ended March31, 2024.

10. CAPITALSTRUCTURE:

The Authorized Share Capital of the Company as on March 31, 2024 stands at Rs. 40,000,000/-
divided into 40,00,000 equity shares of Rs.10/-each. The Paid up Equity Share Capital as at March
31, 2024 stood at Rs. 3,29,18,000/- consisting of 32,83,600 equity shares of Rs. 10/- each fully
paid-up and 16,400 equity shares of Rs.10/- each partly paid-up (@Rs.5/-each).

During the year under review, the Company has not issued shares with differential voting rights
nor has granted any stock options or sweat equity.

11. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management Discussion and Analysis Report for the year under review, as stipulated under
Regulation 34(3) read with Schedule V (B) of the Securities of Exchange Board of India (Listing
Obligations and Disclosures Requirements) Regulations, 2015, is presented in a separate section
forming part of the Annual Report. Annexure I.

12. CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES:

During the year under review, the Company had not entered into any contract / arrangement /
transaction with related parties which could be considered material in accordance with the policy
of the Company on materiality of related party transactions or covered under Section 188 of the
Companies Act, 2013. Hence, the details of such contracts or arrangements with its related parties
are not required to be disclosed in Form AOC-2 as prescribed under the Companies Act, 2013 and
the Rules framed thereunder. Therefore, AOC-2 is not attached.

13. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:

Your company does not have any unlisted/listed subsidiary company or Joint Ventures or any
Associate Companies. Therefore, AOC-1 is not attached.

14. DIRECTORS'' RESPONSIBILITY STATEMENT:

In terms of Section 134 of the Companies Act, 2013 (the Act), the Directors make the following
statements that:

a) In the preparation of the annual accounts, the applicable accounting standard shad been
followed and there is no material departures;

b) appropriate accounting policies have been selected and applied consistently and judgments
and estimates that are reasonable and prudent have been made so as to give a true and fair
view of the state of affairs of the Company as at March 31, 2024 and of the loss of the Company
for that period;

c) proper and sufficient care have been taken for the maintenance of adequate accounting
records in accordance with the provisions of the Companies Act, 2013 for safe guarding the
assets of the Company and for preventing and detecting fraud and other irregularities;

d) the Annual accounts for the FY 2023-24 have been prepared on a going concern basis;

e) the directors have laid down adequate internal financial controls and the same were followed
by the Company effectively. The internal control system including internal financial controls of
the Company is monitored by an independent Internal Audit Team, which en compasses
examination/ periodic reviews to ascertain the adequacy of internal controls and compliance
to the Company''s policies. Weaknesses noted along with agreed upon action plans are shared
with the Audit Committee, which ensures the orderly and efficient conduct of business and
effectiveness of the system of internal control. Internal Auditors, Audit Committee members
and the Auditors have full and free access to all the information and records considered
necessary to carry out the assigned responsibilities. The issues raised from time to time are
suitably acted upon and followed up at different levels of management;

f) the directors have devised proper systems to ensure compliance with the provisions of all
applicable law sand that such systems are adequate and operating effectively.

15. RISK MANAGEMENT:

In accordance with provisions of Regulation 21 of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Company is not required to maintain Risk Management
Committee. At present the Company has not identified any element of risk which may threaten the
existence of the Company as there is no working in the company.

16. CORPORATE SOCIAL RESPONSIBILITY (CSR):

Pursuant to the provisions of Section 135 of the Companies Act, 2013, every company having net
worth of rupees five hundred crore or more, or turnover of rupees one thousand crore or more or
a net profit of rupees five crore or more during any financial year shall constitute a Corporate
Social Responsibility Committee of the Board and shall formulate a Corporate Social Responsibility
Policy. Your Company is not falling under the preview of said section during the year.

17. INTERNAL FINANCIAL CONTROL:

The Board has adopted the policies and procedures for ensuring the orderly and efficient conduct
of its business, including adherence to the Company''s policies, the safeguarding of its assets, the
prevention and detection of frauds and errors, the accuracy and completeness of the accounting
records, and the timely preparation of reliable financial disclosures.

The Company''s Internal Control Systems are commensurate with the nature of its business and the
size and complexity of its operations. It comprises audit and compliance by internal audit checks
by M/s AVA Associates, Company Secretaries, as Internal Auditors of the Company.

18. DIRECTORS AND OTHER KEY MANAGERIAL PERSONNEL:

As on 31^st March, 2024 the Board of Directors consists of five (5) Directors and all the Directors
possess the requisite qualifications and experience in general corporate Management, Finance,
Banking and other allied fields which enable them to contribute effectively to the Company in their
capacity as Directors of the Company.

19. CORPORATE GOVERNANCE:

As per Regulation 15(2) of SEBI (Listing Obligation and Disclosure Requirement) Regulations,
2015, compliance with the Corporate Governance provisions as specified in regulation 17 to 27
and clause (b) to (i) of the sub-regulation (2) of regulation 46 and Para C, D, and E of Schedule V
shall not apply to the company having Paid- up Equity Share Capital not exceeding Rs. Ten Crore
and Net Worth not exceeding Rs. Twenty-Five Crore, as on the last day of the previous financial
year. The Company is covered under the limit as prescribed in Regulation 15(2) of SEBI (Listing
Obligation and Disclosure Requirement) Regulations, 2015, there for e Company is not required to
comply with the said provisions.

20. DIRECTORS AND KEY MANAGERIAL PERSONNEL

a) APPOINTMENT/REAPPOINTMENT/CESSATION OF DIRECTORS & KMP

During the year under review no director or KMP was appointed or re-appointed or resigned.

As per the provisions of the Companies Act, 2013, Ms. Monam Kapoor retires by rotation at the
ensuing Annual General Meeting and being eligible, offers herself for re-appointment. The
Board recommends her re-appointment for approval of the members in the forthcoming
Annual General Meeting.

Further reappointment of Mr. Karan Kanika Verma (whose tenure expired on 7^thFebruary,
2023) as Managing Director for further tenure of 5 years without remuneration is
recommended to the shareholders for their approval.

b) DECLARATIONBYINDEPENDENTDIRECTORS

As per Section 149(7) of the Companies Act, 2013, the Company has received a declaration of
independence from all the Independent Directors as of March 31, 2024.

The Board has undertaken due assessment of the declaration of independence submitted by
the Independent Directors and satisfied that the Independent Directors fulfill the conditions
specified in the Act and rules made thereunder and SEBI (LODR), 2015, and are independent of
the management.

c) ANNUAL PERFORMANCE EVALUATION

Incompliance with the provisions of the Act and the SEBI (LODR), 2015, a formal Annual
performance evaluation of the Board, its Committees and individual directors, in clouding the
Independent Directors was carried out during the FY 2023-24.

The Performance evaluation was carried out by the Nomination and Remuneration Committee
based on the “Annual Evaluation Framework” prepared by the Committee.

Furthermore, the Independent Directors at their exclusive meeting held during the year,
reviewed the performance of the Board, its Chairman, and Non-Executive directors as stipulated
under the Act and SEBI (LODR),2015.

d) SEPARATE MEETING OF INDEPENDENT DIRECTORS

In accordance with the provisions of Schedule IV to the Act and Regulation 25(3) of the SEBI
(LODR), 2015, separate meetings of the Independent Directors of the Company was held on
12^thFebruary, 2024 to discuss relevant items including the agenda items as prescribed under
the applicable laws. The meetings were attended by all the Independent Directors of the
Company.

21. BOARD MEETINGS:

During the FY 2023-24, Eleven (11) Board Meetings were held on 3^rd May, 2023, 12^th May, 2023,
22^ndMay, 2023, 10^thJuly, 2023, 21^st July, 2023,11^thAugust, 2023, 22^ndAugust, 2023, 27^th October,
2023, 7^th November, 2023, 1^st February, 2024, and 14^thFebruary, 2024. The intervening gap
between the Meetings was within the period prescribed under the Companies Act, 2013 and the
SEBI (LODR) 2015.

22. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTOR

In terms of regulation 25(7) of the SEBI (Listing Obligations and Disclosure Requirements)
Regulation, 2015, the Company familiarizes the Directors about their role and responsibility at the
time of their appointment through a formal letter of appointment. All new independent directors
inducted into the Board attend an orientation program. Presentations are regularly made at the
meetings of the Board and its various Committees on the relevant subjects. The details of programs
for familiarization of Independent Directors can be accessed on the Company''s website.

23. AUDITORS:

a) Statutory Auditors

M/s. D.V. MITTAL & CO, Chartered Accountants was appointed as the Statutory Auditors of the
Company for consecutive term of five years i.e, from the conclusion of the 30^thAnnual General
Meeting (AGM) till the conclusion of 35^th AGM for approval of the members.

Auditors Report

The Auditors Report on the financial statements for the period under review, which forms part
of the Annual Report of the Company, is self -explanatory in nature.

There are no qualifications, reservations or adverse remarks and disclaimers made by M/s.
D.V. MITTAL & CO. (ICAI Registration No- 002997N),the Statutory Auditors, in their Audit

Report for the F.Y 2023-24. Further, there was no fraudulent activity reported by the Auditors
of theCompanyfortheFY2023-24.

b) Cost Auditors

Companies (cost records and audit) (Amendment) Rules, 2015 are not applicable on the
Company for the financial year 2023-24.

c) Secretarial Auditors

The Board had appointed M/s Meenu G. & Associates, Company Secretaries, to carry out
Secretarial Audit in accordance with the provisions of Section 204 of the Companies Act, 2013
and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, for
the financial year ended March 31, 2024.

There is no qualification, reservation or adverse remark or disclaimer made by the auditor in
the report. A copy of the Secretarial Audit Report is annexed here with as Annexure-II and
forms part of this report.

24. REPORTING OF FRAUD BY AUDITOR

In terms of sub clause 3 (ca) of Section 134 and under sub-section 12 of Section 143 of
Companies Act, 2013, there have been no frauds reported by the Auditors under sub section
(12) of section 143 other than which are reportable to Central Government.

25. PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND SECURITIES
PROVIDED:

The Company has not given any loan, made investment, and provided security in terms of section
186 of the Companies Act, 2013.

26. EXTRACT OF ANNUAL RETURN:

Pursuant to Section 92 annual return filed up loaded on Company website https://www.oscar-
global.net/.

27. DISCLOSURE UNDER THE SEXUALHARASSMENT OF WOMEN AT WORK PLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has in place a policy on Prevention of Sexual Harassment in compliance with the
Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
During the FY2023-24, following is the summary of complaints received and disposed of:

No. of complaints received : NIL

No. of complaints disposed of :

NIL

Your Directors state that during the financial year ended March31, 2024 under review, there were
no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition,
and Redressal) Act, 2013.

28. COMPLIANCE WITH SECRETARIALST AND ARDSON BOARD MEETINGS:

Your Company has complied with the applicable provisions of the Secretarial Standards -1 & 2 (SS-

1& 2) on Meetings of the Board of Directors and General Meeting is sued by The Institute of
Company Secretaries of India (ICSI).

29. COMPOSITION OF COMMITTEES:

a) Audit Committee

The Board of Directors of the Company has a duly constituted Audit Committee in terms of the
provisions of Section 177 of the Companies Act, 2013 read with the Rules framed thereunder
and Regulation 18 of the Listing Regulations. The terms of reference of the Audit Committee
has been approved by the Board of Directors.

The Audit Committee comprises three (2) Independent Directors and one (1) Non-Executive
Director. Mr. Sanjeev Rathore is the Chairman of the Committee till his tenure as Independent
Director.

The details of the composition of the Committee are set out in the following table:

S.No.	Name	Status	Designation
1.	Mr. Sanjeev Rathore	Independent Director	Chairman
2.	Ms .Monam Kapoor	Non-Executive Director	Member
3.	Ms. Nishu	Independent Director	Member

All the recommendations made by the Audit Committee were accepted by the Board. The
Company Secretary of the Company acts as the secretary to the Audit Committee. The
committee met on seven(7)times during the year.

b) Nomination and Remuneration Committee

The Board of Directors constituted a Nomination and Remuneration Committee comprising
two (2) Independent Directors and one (1) Non Executive and Non Independent Director.

The function of the Nomination and Remuneration Committee includes recommendation of
appointment of Whole-time Director(s)/ Managing Director/ Joint Managing Director and
recommendation to the Board of their remuneration.

Nomination and Remuneration Committee has been constituted under section 178 of the
Companies Act 2013 for formulization of the criteria for determining qualifications, positive
attributes, and independence of a director and recommend to the Board a policy, relating to the
remuneration for the directors, key managerial personnel and other employees.

The aforesaid policy has been posted on the Website of the Company at https://www.oscar-
global.net/

The composition of the Committee during the year consists of three (3) non-executive
directors. Mr. Sanjeev Rathore is the Chairman of the Committee.

Nomination and Remuneration Committee met twice in a year i.e. on 22^nd August, 2023 and
14^thFebruary, 2024.

c) Stake holder Relationship Committee

The Board of Directors constituted a Stakeholder Relationship Committee comprises of two (2)
Independent Director and one (1) non-executive director. Mr. Sanjeev Rathore is the Chairman
of the Committee till his tenure as Independent Director

The Stakeholder Relationship Committee, inter alia, oversees and reviews all matters
connected with the investor services in connection with applications received and shares
allotted in the Initial Public Offer, status of refund account, conversion of partly paid shares
into fully paid shares, re materialization and dematerialization of shares and transfer of shares

of the Company.

The Committee oversees performance of the Registrar and Transfer Agents of the Company
and recommends measures for overall improvement in the quality of investor services. The
committee met three(3) times to take note of redressal of investor''s grievance.

ThedetailsofthecompositionoftheCommitteearesetoutinthefollowingtable:

S.No.	Name	Status	Designation
1.	Mr. Sanjeev Rathore	Independent Director	Chairman
2.	Ms. Nishu	Independent Director	Member
3.	Ms. Monam Kapoor	Non Promoter non Executive Directors	Member

30. VIGIL MECHANISM

Pursuant to the provisions of Section 177(9) of the Companies Act, 2013 read with Companies
(Meetings of Board and its Powers) Rules, 2014, the Company established a Vigil Mechanism
process as an extension of Company''s Code of Conduct whereby any employee, directors, customers,
vendors etc., can report the genuine concerns or grievances to the members of the Committee about
unethical behavior, actual or suspected, fraud or violation of Company''s Code of Conduct so that
appropriate action can be taken to safeguard the interest of the Company. The Mechanism also
provides for adequate safeguards against victimization of persons who uses such mechanism. The
mechanisms provide for direct access to the chairperson/chairman of the Audit Committee in
appropriate or exceptional cases. The Audit Committee regularly reviews the working of the
Mechanism. No complaint was received during the year under review.

This policy has been established with a view to provide a tool to Directors and Employees of the
Company to report to Management genuine concerns including unethical behavior, actual or
suspected fraud or violation of the code or the policy. The Policy also provides for adequate
safeguards against victimization of Director(s)/Employee(s) who avail of the mechanism and also
provides for direct access to the chairman of the Audit Committee in exceptional cases.

31. CONSERVATIONOFENERGY, TECHNOLOGY ABSORPTION AND FOREIGNEXCHANGE EARNINGS
AND OUT GO:

Particulars related to the conservation of energy, technology absorption and foreign exchange
earnings and outgo as required under Section 134 of the Act read with Rule 8(3) of the Companies
(Accounts) Rules, 2014 is annexed s'' Annexure -III'' to this Report.

32. HUMAN RESOURCES

The Company recognizes people as its most valuable asset and it has built an open, transparent
and meritocratic culture to nurture this asset. The Company has kept a sharp focus on Employee
Engagement. The Company''s Human Resources is commensurate with the size, nature and
operations of the Company.

33. PARTICULARS OF EMPLOYEES:

The statement containing particulars of employees as required under section 197(12) of the
Companies Act, 2013 read with rule 5 of the Companies(Appointment of Managerial Personnel)
Rules, 2014 is given in ''Annexure- IV'' and forms part of this Report. In terms of Section 136(1) of
the Companies Act, 2013, the Report and the Accounts are being sent to the Members excluding the

aforesaid Annexure. Any Member interested in obtaining a copy of the Annexure may write to the
Company Secretary at the Registered Office of the Company.

34. REMUNERATION POLICY

The Board has on the recommendation of Nomination and Remuneration Committee framed and
adopted a policy for selection and appointment of Directors, Key Managerial Personnel, Senior
Management and their remuneration.

35. DETAILS OF APPLICATION MADE OR PROCEEDING PENDING UNDER INSOLVENCY AND
BANKRUPTCY CODE 2016

During the year under review, there were no applications made or proceedings pending in the
name of the Company under Insolvency and Bankruptcy Code, 2016.

36. DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETLLEMENT AND
VALUATION WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS

During the year under review, there has been no one-time settlement of loans taken from banks
and Financial Institutions.

37. OTHER INFORMATION:

i. Sweat Equity Shares, Employee Stock Option/Right Issue/Preferential Issue:-

The Company has neither come up with any Right Issue/ Preferential Issue, nor issued any
Sweat Equity Shares and not provided any Stock Option Scheme to the employees during the
period under review.

ii. Significant and material orders passed by the regulators:-

No significant and material orders have been passed during the FY 2023-24 by the regulators or
courts or tribunals affecting the going concern status and Company''s operations in the future.

iii. Material Changes & Commitments:-

No material changes and commitments have occurred, which can affect the financial position of
the Company between the end of the FY and as on date of this Report.

iv. Change in Nature of business, if any:-

There is no change in the nature of business of the Company during the year under review.

38. ACKNOWLEDGEMENT

The Board of Directors expresses their sincere appreciation to all the stakeholders of the Company
for the trust, confidence, and support best owed upon us.

The Board of Directors assures to uphold the Company''s commitment towards acting with
honesty, integrity, and respect and to be responsible and accountable to all the stakeholders of the
Company.

By Order of the Board
Oscar Global imited
Sd/-

Karan Kanika Verma

Date:09.08.2024 Chairman & Managing Director

Place: Noida DIN:00034343

---

Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting the 23rd Annual Report along with the Audited Statement of Accounts of the Company for the Financial Year ended 31st March,2014.

FINANCIAL HIGHLIGHTS

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

Sales & Income from Operations 1669.80 1211.28

Operating Profit before Interest, Tax & Depreciation 171.17 42.80

Less: Interest 0.83 2.20

Gross Profits 170.34 40.60

Less: Depreciation 10.00 8.69

Profit before Tax 160.34 31.90

Less: Provisions for Income Tax 10.99

i) Current Tax 56.29

ii) Deferred Tax (11.71)

Net Profit/ (Loss) 115.76 20.91

Balance of Profit/ (Loss) from Previous Year 550.60 571.51

PERFORMANCE

The turnover of the Company has increased from Rs.1211 lac to Rs.1669 lac. The net profit of the Company has also increased from Rs. 20.91 lac to Rs.115.76 lac. Your Directors are hopeful that the profitability of the Company will further improve in the coming years.

FUTURE PROSPECTS

Leather apparels are back in fashion in Europe and U.S.A and International demand for leather garments is likely to improve further in the coming years. Although there is big Competition from China and Pakistan, the future prospects look good.

DIVIDEND

Your directors do not recommend any dividend for the year to plough back profits for working capital needs.

PUBLIC DEPOSITS

Your Company has neither accepted any deposits during the financial year under review nor any deposit were outstanding as at close of financial year 31st March, 2014.

AUDITORS'' REPORT

There is no adverse qualification in the Auditor''s Report, which needs to be clarified.

AUDITORS

M/s Sushil Vipan & Co., Chartered Accountants, Statutory Auditors of the Company hold office until the conclusion of the ensuing Annual General Meeting. The Company has received letter from them to the effect that their appointment, if made, would be within the limits prescribed U/s 139 of the Companies Act, 2013. Accordingly, M/s Sushil Vipan & Co., Chartered Accountants, is required to be reappointed as Statutory Auditors of the Company at the ensuing Annual General Meeting. Their appointment has also been recommended by the Audit Committee.

DIRECTORS

Mr. Pawan Chadha was re-appointed as a Whole Time Director of the Company w.e.f. 01.10.2013 by the Board subject to the approval of the Board.

Ms. Arpita Verma will retire at the ensuing Annual General Meeting of the Company and being eligible, offer herself for reappointment. Your directors recommend her reappointment.

Mr. Kawaljit Singh Bhatia was appointed as an Additional Director(Independent) w.e.f. 10.06.2014 by the Board, his term expires at the conclusion of forthcoming Annual General Meeting.

Ms. Deepika Singh was appointed as an Additional Director(Independent) w.e.f.10.06.2014 by the Board. Your Directors recommend her appointment as an Independent director of the Company.

INDEPENDENT DIRECTORS

In terms of sub-section (10) of section 149 of the Companies Act, 2013 (effective from 01-04-2014), every listed company shall appoint Independent Directors, who shall hold office for a term up to 5 (five) consecutive years on the Board of a company and sub section (11) of section 149 states that no Independent Director shall be eligible to be appointed for more than 2 (two) consecutive terms of 5 (five) years.

Further, it may be noted that sub-section (5) of section 149 of the Companies Act, 2013, provides for a transitional period of one year (from 01-04-2014) for re-appointment of the Independent Directors, if eligible, for a consecutive period of 5 (five) years (if,it is intended so by the Board) subject to compliance with the eligibility and other prescribed conditions.

In compliance of Section 149 of the Companies Act, 2013, regarding appointment of independent directors, your board have decided to recommend the appointment of Mr. Kishan Kalani, and Ms. Deepika Singh as independent directors.

Key Managerial Personnel

Mr. Satish Kumar Verma Chairman & Managing Director, Mr. Pawan Chadha, Whole Time Director and Chief Financial Officer and Ms. Arpita Verma, Whole Time Director of the Company are nominated as Key Managerial Personnel (KMP) of the Company under the provisions of section 203 of the Companies Act, 2013.

DIRECTOR''S RESPONSIBILTY STATEMENT

The Board of Directors of your Company state:

i. that in the preparation of the annual accounts, the applicable accounting standards had been followed;

ii. that the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of financial year and of the profit of the Company for that period;

iii. that the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act,1956, safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv. that the directors had prepared the annual accounts on a going concern basis.

AUDIT COMMITTEE

The audit committee has met and reviewed the financial statements for the financial year ended 31.03.2014 and has not given any adverse observations. It has also recommended the re-appointment of M/s. Sushil Vipan & Co., Chartered Accountants, as statutory auditors of the Company. The role and scope of the Committee is as per the requirement of Section 177 of the Companies Act, 2013 and Listing Agreement. Presently Ms. Deepika Singh, Mr. K. Kalani, and Mr. Pawan Chadha are the members of Audit Committee. Mr. Kishan Kalani is the Chairman of the Audit Committee.

Vigil Mechanism

The Audit Committee has established a Vigil Mechanism and adopted a Revised Whistle-Blower Policy at its meeting held on August 12, 2014, which provides a formal mechanism for all Directors and employees of the Company to approach the Management of the Company (Audit Committee in case where the concern involves the Senior Management) and make protective disclosures to the Management about unethical behaviour, actual or suspected fraud or violation of the Company''s Code of Conduct or ethics policy. The disclosures reported are addressed in the manner and within the time frames prescribed in the Policy. The Company affirms that no director or employee of the Company has been denied access to the Audit Committee.

CORPORATE GOVERNANCE

As per clause 49 of the listing agreement with Stock Exchange(s), Management Discussion & Analysis Report and Corporate Governance Report is annexed as Annexure I and Annexure II & form part of this Directors'' Report.

PARTICULARS OF EMPLOYEES

During the year, there were no employees who were in receipt of remuneration as per the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO Conservation of Energy:

Company continues to pay significant attention towards the conservation of energy and all necessary measures have been taken to optimize the use of electricity, which is being used for manufacturing.

Research & Development and Technology Absorption :

The Company has been improving the quality of its products as per latest fashions through its skilled technical staff. The Company has not imported any technology from abroad.

Foreign Exchange earning and outgo:

Particulars Year ended Year ended 31.03.14 31.03.13 Rs. In lac Rs. In lac

Foreign Exchange Earning 1467.44 1054.48

Foreign Exchange Outgo 94.64 59.22 EMPLOYEES RELATIONS

During the year, the industrial relations continued to be cordial and harmonious. Your directors wish to place on record the appreciation for the devoted services rendered by the workers, staff and executives of the Company at all levels who have contributed to the efficient and successful management of the Company.

LISTING

Presently the Company''s equity shares are listed on the following Stock Exchanges:- The Jaipur Stock Exchange Ltd.

The Calcutta Stock Exchange Association Ltd.

The Delhi Stock Exchange Association Ltd. and Bombay Stock Exchange Ltd.

However, de-listing applications have already been made to Jaipur & Calcutta Stock Exchanges.

Your Company is regular in paying listing fees to B.S.E. & D.S.E.

ACKNOWLEDGEMENT

Your directors take this opportunity to offer their sincere thanks to various departments of the Central and state Governments, Financial Institutions, Banks and Investors for their unstinted support, assistance and valuable guidance.

By Order of the Board For Oscar Global Limited

(Satish Kumar Verma) Place : New Delhi (Chairman & Managing Director) Date : 12.08.2014 DIN: 00225444

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Mar 31, 2013

To, The Members of Oscar Global Limited

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

FINANCIAL HIGHLIGHTS

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

Sales & Income from Operations 1211.28 667.73

Operating Profit before Interest, Tax & Depreciation 42.80 28.77

Less: Interest 2.20 0.61

Gross Profits 40.60 28.16

Less: Depreciation 8.69 9.43

Profits before Tax 31.90 18.72

Less:

Provision for Income Tax 10.99 17.69

(Including Deferred Tax of Rs. 5719/-)

Net profit /(Loss) 20.91 1.04

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

PERFORMANCE

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

FUTURE PROSPECTS

Leather apparels are back in fashion in Europe and U.S.A. and International demand for leather garments is likely to improve further in the coming years. Although there is big Competition from China and Pakistan, the future prospects look good.

DIVIDEND

Your directors do not recommend any dividend for the year under review in view of the accumulated losses .

PUBLIC DEPOSITS

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

AUDITORS'' REPORT

There is no adverse qualification in the Auditor''s Report, which needs to be clarified.

AUDITORS

M/s. Sushil Vipan &Co., Chartered Accountants, Statutory Auditors of the Company hold office until the conclusion of the ensuing Annual General Meeting. The Company has received letter from them to the effect that their appointment, if made, would be within the limits prescribed U/s 224(1 B) of the Companies Act, 1956. Accordingly, M/s. Sushil Vipan & Co., Chartered Accountants, is required to be reappointed as Statutory Auditors of the Company at the ensuing Annual General Meeting. Their appointment has also been recommended by the Audit Committee.

DIRECTORS

Mr. Pawan Chadha will retire at the ensuing Annual General Meeting of the Company and being eligible, offer himself for reappointment. Your directors recommend his reappointment.

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

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

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

DIRECTOR''S RESPONSIBILITY STATEMENT

The Board of Directors of your Company state:

i) that in the preparation of the annual accounts, the applicable accounting standards had been followed;

ii) that the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

iii) that the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv) that the directors had prepared the annual accounts on a going concern basis.

AUDIT COMMITTEE

The audit committee has met and reviewed the financial statements for the financial year ended 31.03.2013 and has not given any adverse observations. It has also recommended the re-appointment of M/s. Sushil Vipan & Co., Chartered Accountants as statutory auditors of the Company. Mr. K.S. Bhatia, Mr. K. Kalani and Mr. Pawan Chadha are the members of the audit committee at present. Mr. K Kalani is the Chairman.

CORPORATE GOVERNANCE

As per clause 49 of the listing agreement with Stock Exchange(s), Management discussion & Analysis Report and Corporate Governance Report is annexed as Annexure I and Annexure II & form part of the Director''s Report.

COMPLIANCE CERTIFICATE

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

PARTICULARS OF EMPLOYEES

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

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO

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

Conservation of Energy:

Company continues to pay significant attention towards the conservation of energy and all necessary measures have been taken to optimize the use of electricity, which is being used for manufacturing. However, disclosure in Form-A is not required.

Research & Development and Technology Absorption:

The Company has been improving the quality of its products as per latest fashions through its skilled technical staff. The Company has not imported any technology from abroad.

Foreign Exchange earning and outgo: (Rs. In Lac)

Particulars Year ended Year ended

31.03.13 31.03.12

Foreign Exchange Earning 1054.48 573.22

Foreign Exchange Outgo 59.22 43.51

EMPLOYEES RELATIONS

During the year, industrial relations were cordial & harmonious. Your directors wish to place on record the appreciation for the devoted services rendered by the workers, staff and executives of the Company at all levels who have contributed to the efficient and successful management of the Company.

LISTING

Presently the Company''s equity shares are listed on the following Stock Exchanges:

The Jaipur Stock Exchange Ltd.

The Calcutta Stock Exchange Association Ltd.

The Delhi Stock Exchange Association Ltd and

Bombay Stock Exchange Ltd.

However, de-listing applications have already been made to Jaipur & Calcutta Stock Exchanges. Your Company is regular in paying listing fees to B.S.E. & D.S.E.

ACKNOWLEDGEMENT

Your directors take this opportunity to offer their sincere thanks to various departments of the Central and state Governments, Financial Institutions, Banks and Investors for their unstinted support, assistance and valuable guidance.

By Order of the Board

For Oscar Global Limited

Place: Delhi (Satish Kumar Verma)

Date: 12.08.2013 (Chairman & Managing Director)

---

Mar 31, 2012

To The Members of Oscar Global Limited

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

FINANCIAL HIGHLIGHTS

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

Sales & Income from Operations 667'73 843.45

Operating Profit before Interest' Tax & Depreciation 28.77 42.13

Less: Interest 0.61 4.99

Gross Profits 28.16 37.14

Less: Depreciation 9.43 10.80

Profits before Tax 18.72 26.34

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

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

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

PERFORMANCE

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

FUTURE PROSPECTS

Leather apparels are back in fashion in Europe and U.S.A. and International demand for leather garments is likely to improve further in the coming years. Although there is big Competition from China and Pakistan' the future prospects look good.

DIVIDEND

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

PUBLIC DEPOSITS

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

AUDITORS' REPORT

There is no adverse qualification in the Auditor's Report' which needs to be clarified.

AUDITORS

M/s. Sushil Vipan & Co.' Chartered Accountants' Statutory Auditors of the Company hold office until the conclusion of the ensuring Annual General Meeting. The Company has received letter from them to the effect that their appointment' if made' would be within the limits prescribed U/s 224(1B) of the Companies Act' 1956. Accordingly' M/s. Sushil Vipan & Co.' Chartered Accountants' is required to be reappointed as Statutory Auditors of the Company at the ensuing Annual General Meeting. Their appointment has also been recommended by the Audit Committee.

DIRECTORS

Mr. Kishan Kalani will retire atftie ensu/ing Annual General Meeting of the Company and being eligible' offer himself for reappointment. Your directors recommend his reappointment.

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

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

DIRECTOR'S RESPONSIBILITY STATEMENT

The Board of Directors of your Company state:

i) - that in the preparation of the annual accounts' the applicable accounting standards had been followed;

ii) that the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

iii) that the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act' 1956' safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv) that the directors had prepared the annual accounts on a going concern basis.

AUDIT COMMITTEE

The audit committee has met and reviewed the financial statements for the financial year ended 31.03.2012 and has not given any adverse observations. It has also recommended the re-appointment of M/s. Sushil Vipan & Co.' Chartered Accountants as statutory auditors of the Company. Mr. Suresh Wadhwani ceased to be a member consequent upon his resignation w.e.f. 31/10/2011. Mr. K S Bhatia was appointed in his place w.e.f. 01.04.2012. Mr. K.S. Bhatia' Mr. K. Kalani & Mr. Pawan Chadha are the members of the audit committee. Mr. K Kalani is the Chairman.

CORPORATE GOVERNANCE

As per clause 49 of the listing agreement with Stock Exchange(s)' Management discussion & Analysis Report and Corporate Governance Report is annexed as Annexure I and Annexure II & form part of the Director's Report.

COMPLIANCE CERTIFICATE

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

PARTICULARS OF EMPLOYEES

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

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO

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

Company continues to pay significant attention towards the conservation of energy and all necessary measures have been taken to optimize the use of electricity' which is being used for manufacturing. However' disclosure in Form-Ais not required.

Research & Development and Technology Absorption:

The Company has been improving the quality of its products as per latest fashions through its skilled technical staff. The Company has not imported any technology from abroad.

Foreign Exchange earning and outgo: (Rs. In Lac)

Particulars Year ended Year ended 31.03.12 31.03.11

Foreign Exchange Earning 573.22 724.78

Foreign Exchange Outgo 43.51 42.53

EMPLOYEES RELATIONS

During the year' industrial relations were cordial & harmonious. Your directors wish to place on record the appreciation for the devoted services rendered by the workers' staff and executives of the Company at all levels who have contributed to the efficient and successful management of the Company.

LISTING

Presently the Company's equity shares are listed on the following Stock Exchanges:

The Jaipur Stock Exchange Ltd.

The Calcutta Stock Exchange Association Ltd.

The Delhi Stock Exchange Association Ltd and

Bombay Stock Exchange Ltd. (BSE)

However' de-listing applications have already been made to Jaipur & Calcutta Stock Exchanges.

Your Company is regular in paying listing fees to B.S.E. & D.S.E.

ACKNOWLEDGEMENT

Your directors take this opportunity to offer their sincere thanks to various departments of the Central and state Governments' Financial Institutions' Banks and Investors for their unstinted support' assistance and valuable guidance.

By Order of the Board

For Oscar Global Limited

Place: Delhi (Satish Verma)

Date: 14.08.2012 (Chairman & Managing Director)

---

Mar 31, 2010

The Directors have pleasure in presenting the 19th Annual Report along with the Audited Statement of Accounts of the company for the financial year ended 31st March, 2010.

FINANCIAL HIGHLIGHTS

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

Sales & Income from Operations 942.18 588.87

Increase in Stock in Trade - 2.48

Operating Profit before Interest, Tax & Depreciation 60.38 (13.36)

Less: Interest 6.72 11.36

Gross Profit 53.66 (24.72)

Less: Depreciation 11.81 13.50

Profits before Tax 41.85 (38.22)

Less:

Provision for tax 4.80 0

Provision for Fringe Benefit Tax - 1.04

•Net profit / (Loss) 37.05 (39.26) (figures in brackets denote loss)



DIVIDEND



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

PERFORMANCE

The turnover of the Company has increased from Rs.588.87 lacs to Rs.942. 18 lacs and the Company earned a net profit of Rs.37,05 lacs against previous year loss of Rs. 39.26 lacs Your Directors hope the profitability of the company will further improve in the coming financial year.

FUTURE PROSPECTS

Leather apparel is back in fashion in Europe and U.S.A. and International demand for leather garments is likely to improve further in the coming years. Although there is big Competition from China and Pakistan, the future prospects look good.

PUBLIC DEPOSITS

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

AUDITORS REPORT

There is no adverse qualification in the Auditors Report, which needs to be clarified.

AUDITORS

M/s Sushil Vipin & Co., Chartered Accountants, Statutory Auditors of the Company hold office until the conclusion of the ensuing Annual General Meeting. The Company has received letter from them to the effect that their appointment, if made, would be within the limits prescribed U/s 224(1B) of the Companies Act, 1956. Accordingly, M/s. Sushil Vipin & Co., Chartered Accountants, is required to be reappointed as Statutory Auditors of the Company at the ensuing Annual General Meeting. Their appointment has also been recommended by the Audit Committee.

DIRECTORS

Mr. Pawan Chadha will retire at the ensuring Annual General Meeting of the Company and being eligible, offer himself for reappointment. Your directors recommend his reappointment.

DIRECTORS RESPONSIBILITY STATEMENT

The Board of Directors of your Company state:

i) that in the preparation of the annual accounts, the applicable accounting standards had been followed;

ii) that the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

iii) that the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv) that the directors had prepared the annual accounts on a going concern basis.

AUDIT COMMITTEE

The audit committee has met and reviewed the financial statements for the financial year ended 31.03.2010 and has not given any adverse observations. It has also recommended the re-appointment of M/s. Sushil Vipin & Co., Chartered Accountants as statutory auditors of the Company. Mr. Suresh Wadhwani, Mr. K. Kalani & Mr. Pawan Chadha are the members of the audit committee with Mr. K. Kalani is the Chairman.

CORPORATE GOVERNANCE

As per clause 49 of the listing agreement with Stock Exchange(s), Management discussion & Analysis Report and Corporate Governance Report is annexed as Annexure and Annexure II & form part of the Directors Report.

COMPLIANCE CERTIFICATE

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

PARTICULARS OF EMPLOYEES

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

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO

Information pursuant to Section 217(1) (e) of the Companies Act 1956 read with Companies (Disclosures of Particulars in the Report of

Board of directors) Rules 1988, is as follows:

Conservation of Energy:

Company continues to pay significant attention towards the conservation of energy and all necessary measures have been taken to optimize the use of electricity, which is being used for manufacturing. However, disclosure in Form-A is not required.

Research & Development and Technology Absorption:

The Company has been improving the quality of its products as per latest fashions through its skilled technical staff. The Company has not imported any technology from abroad.

Foreign Exchange earning and outgo: (Rs. In Lac)

Particulars

Year ended Year ended

31.03.10 31.03.09

Foreign Exchange Earning 788.30 509.77

Foreign Exchange Outgo 11.00 4.55



EMPLOYEES RELATIONS

During the year, industrial relations were cordial & harmonious. Your directors wish to place on record the appreciation for the devoted services rendered by the workers, staff and executives of the Company at all levels who have contributed to the efficient and successful management of the Company.

LISTING

Presently the Companys equity shares are listed on the following Stock Exchanges:

The Jaipur Stock Exchange Ltd.

The Calcutta Stock Exchange Association Ltd.

The Delhi Stock Exchange Association Ltd and

Bombay Stock Exchange Ltd. (BSE)

However, de-listing applications have already been made to Jaipur & Calcutta Stock Exchanges.

Your Company is regular in paying listing fees to B.S.E. & D.S.E.

ACKNOWLEDGEMENT

Your directors take this opportunity to offer their sincere thanks to various departments of the Central and state Governments, Financial Institutions, Banks and Investors for their unstinted support, assistance and valuable guidance.

By Order of the Board

For Oscar Global Limited

Place: New Delhi (Satish Verma)

Date 12.08.2010 Chairman & Managing Director