35th annual report 2015-2016 - moneycontrol.com · mr. nitin velhal mr. yogesh gupta mr. devanshu...

35TH ANNUAL REPORT2015-2016

ANNUAL REPORT 2015-16 1

O�� (� ��

B�� !"#ORSMr. Rajkishore ManiyarMr. Nitin VelhalMr. Yogesh GuptaMr. Devanshu DesaiMs. Daksha Kakadiya

BANKERSCorporation BankOriental Bank of CommerceThe South Indian Bank

STATUTOTY AUDITORSSinghvi and Sancheti(Chartered Accountants)

SECRETARIAL AUDITORSShreyans Jain & Co.,Company Secretaries

REGISTERED OFFICEH-4-5, Everest Building,9th Floor, Tardeo Road,Mumbai – 400 034, Maharashtra

SHARE TRANSFER AGENTSharex Dynamic (India) Pvt. Lt dUnit-1, Luthra Ind. Premises,1st Floor, 44-E, M Vasanti Marg,Andheri- Kurla Road, Safed Pool,Andheri (E), Mumbai - 400072, Maharashtra

Index Page No.

Notice .......................................................................................................................................... 2

Directors’ Report ........................................................................................................................ 12

Auditor’s Report ......................................................................................................................... 44

Financials .................................................................................................................................. 52

Notes to Accounts ..................................................................................................................... 55

Proxy Form................................................................................................................................ 68

Attendance Slip ......................................................................................................................... 69

Road Map .................................................................................................................................. 70

$%&'& )*+,%-.*+'-%/& /'0'+.1 (Formerly Sam Leaseco Ltd)

ANNUAL REPORT 2015-162

NOTICE IS HEREBY GIVEN THAT THE 35TH ANNUAL GENERAL MEETING (‘AGM’) OF THE MEMBERSOF OASIS NUTRACEUTICALS LIMITED (FORMERL Y SAM LEASECO LIMITED) WILL BE HELD ONFRIDAY, 30TH SEPTEMBER, 2016 AT 4:00 PM AT THE REGISTERED OFFICE AT H-4-5, EVERESTBUILDING, 9TH FLOOR TARDEO ROAD, MUMBAI – 400 034, MAHARASHTRA, T O TRANSACT THEFOLLOWING BUSINESS:

ORDINARY BUSINESS:

1. To receive, consider and adopt the Audited Financial Statement of the Company for the Financialyear ended 31st March, 2016 together with the reports of the Boards of Directors and the Auditorsthereon.

2. To appoint a Director in place of Mr. Yogesh Gupta (DIN 00239016) who retires by rotation andbeing eligible, offers himself for reappointment.

3. To ratify the appointment of Auditors and to fix their remuneration and in this regard to consider andif thought fit, to pass with or without modification(s), the following resolution as an OrdinaryResolution:

“RESOL VED THAT pursuant to Section 139 and all other applicable, if any, of the Companies Act,2013 and the rules framed thereunder, as amended from time to time, the Company hereby ratifiesthe appointment of M/s. Singhvi and Sancheti, Chartered Accountants, Mumbai (Firm Reg.No.110286W), as Statutory Auditors of the Company to hold office from the conclusion of theseAnnual General Meeting (AGM) till the conclusion of the next Annual General Meeting on suchremuneration as shall be fixed by the Board of Directors.”

SPECIAL BUSINESS :

4. To consider and, if thought fit, to p ass the following resolution as an Ordinary Resolution:

“RESOLVED THAT pursuant to the provision of Section 149, 152 and other applicable provisions ofthe Companies Act, 2013 (the Act) Mr. Rajkishore Maniyar (DIN: 01687800) who was appointed asan Additional Director of the Company by the Board of Directors with effect from December 7, 2015and who holds office upto the date of this Annual General Meeting and in respect of whom theCompany has received a notice under Section 160 of the Act, in writing, proposing his candidaturefor the office of Director, be and is hereby appointed as Director of the Company, liable to retire byrotation.

“RESOLVED FURTHER THAT in accordance with the provisions of Section 196, 197 and 203 readwith Schedule V and all other applicable provisions of the Companies Act, 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including any statutorymodification(s) or re-enactment thereof for the time being in force) and Articles of Association of theCompany consent of the members be and are hereby accorded for appointment of Mr. RajkishoreManiyar (DIN: 01687800) as Managing Director of the Company with substantial powers ofmanagement of the affairs of the Company, for a period of 5 (five) years with effect from December7, 2015, on the remuneration which shall not exceed maximum limit of Rs.6,00,000/- (Rupees SixLacs only) per annum, and terms and conditions as may be agreed to between the Board ofDirectors and Mr. Rajkishore Maniyar.

RESOLVED FURTHER THAT where in any financial year during his tenure, the Company has noprofits or inadequate profits then remuneration as decided be paid in accordance with the provisionsof schedule V or with the prior approval of the Central Government, if any, as the case may be.

RESOLVED FURTHER THAT the Board of Directors of the Company be and are hereby authorizedto do all such acts, deeds and things as in its absolute discretion it may think necessary, expedientor desirable to settle any question or doubt that that may arise in relation thereto in order to giveeffect to the foregoing resolution and to seek such approval / consent from the shareholders andCentral Government, as may be required in this regard.”


23454 67893:;785:3<4 <5=58;> (Formerly Sam Leaseco Ltd)


“RESOL VED THAT subject to the provisions of Section 149, 150, 152 read with Schedule IV andother applicable provisions, if any, of the Companies Act, 2013 and the rules made there under(including any statutory modification(s) or re-enactment thereof and any rules made there under, forthe time being in force) and Regulation 17 of the SEBI (Listing Obligations and DisclosuresRequirements) Regulations, 2015 and pursuant to provisions of Articles of Associations of theCompany and subject to such other approvals as may be required, consent of members of theCompany be and is hereby accorded for appointment of Ms. Daksha Kakadiya, (DIN: 07324557)who was appointed as an Additional Director of the Company by the Board with effect from October26, 2015 and who has given declaration in respect of the criteria of Independence as laid down inSection 149(6) of the Companies Act, 2013 and whose term of office expires at the ensuing AnnualGeneral Meeting and in respect of whom the Company has received a notice in writing, proposinghis candidature for the office of Director, as an Independent Director of the Company to hold officefor a term of five consecutive years i.e. up to October 25, 2020.”


“RESOL VED THAT subject to the provisions of Section 177 and other applicable provisions, if any,of the Companies Act, 2013 (‘the Act’), including the Rules made thereunder and Regulation 23(4)of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations, 2015, and any other appropriate authorities, the approval of the members be and ishereby accorded to the Company to enter into any contract or arrangements / or transactionentered into with Perfect Vitamins Private Limited with respect to sale, purchase or supply of anygoods or materials, for a value of Rs.40 Crores in aggregate on such terms and conditions as maybe agreed by the Board, provided however that all the transaction so carried out at all times shall beat arm’s length and in the ordinary course of business.

RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorizedto do all such acts, deeds and things and to take all such steps as may be necessary, proper,expedient or incidental thereto for the purpose of giving effects to this Resolution.”

7. To consider and, if thought fit, to p ass the following resolution as an S pecial Resolution:

“RESOL VED THAT pursuant to provisions of Section 27 of Companies Act, 2013 and Securitiesand Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009and subject to such other approvals and consents as may be required the money raised in terms ofthe approval of Shareholders at General Meeting held on 25th March, 2013 and utilised by theBoard of Directors for the purposes of the business of the Company from the time to time, be andhereby ratified and consent of members be and is hereby accorded to the Board of Directors toutilise the proceeds for business as mentioned in object as per the memorandum and for generalcorporate purposes.

RESOLVED FURTHER THAT for the purpose of giving effect to this resolution, the Board be and ishereby authorised to do all such acts, deeds, matters and things, deal with such matters, takenecessary steps in the matter as the Board may in its absolute discretion deem necessary, desirableor expedient and to settle any question that may arise in this regard and incidental thereto, withoutbeing required to seek any further consent or approval of the members or otherwise to the end andintent that the members shall be deemed to have given their approval thereto expressly by the authorityof this resolution.”

By order of the Board of DirectorsFor Oasis Nutraceuticals Limited

Sd/-Rajkishore ManiyarManaging Director

Place: MumbaiDate: 13.08.2016

?@ACA DEFG@HIEFCH@JA JCKCFIL (Formerly Sam Leaseco Ltd)


NOTES:

1. The relative Explanatory Statement pursuant to section 102 of the Companies Act, 2013 in respectof the Special Business at Item No. 4 to 7 setting out material facts is provided below.

2. The details of the Director proposed to be re-appointed or seeking appointment at the AGM pursuantto Regulation 36 (3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,2015 (‘Listing Regulations’) is annexed here.

3. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT APROXY TO ATTEND AND VOTE INSTEAD OF HIMSELF / HERSELF AND SUCH PROXY NEEDNOT BE A MEMBER OF THE COMPANY.

4. The proxies to be effective should be deposited at the registered office of the company not lessthan forty eight (48) hours before the commencement of the meeting and in default, the instrumentof proxy shall be treated as invalid. Proxies submitted on behalf of the companies, societies etc.,must be supported by an appropriate resolution / authority, as applicable. A person can act as aproxy on behalf of members not exceeding 50 and holding in aggregate not more than 10% of thetotal share capital of the Company carrying voting rights.

5. The Register of Members and Share Transfer Books of the Company will remain closed fromThursday, 29th September, 2016 to Friday 30th September, 2016 (both days inclusive).

6. Corporate members attending the meeting are requested carry a duly certified copy of the resolution,pursuant to Section 113 of the Companies Act, 2013 authorizing their representatives to attend andvote at the meeting.

7. In case of joint holders attending the meeting, only such joint holder who is higher in the order ofnames will be entitled to vote.

8. Members / Proxies are requested to bring the attendance slip duly filled in for attending the meeting.

9. Members, who have not registered their e-mail addresses so far, are requested to register their e-mail address for receiving all communication including Annual Report, Notices, Circulars, etc. fromthe Company electronically.

10. In terms of the provisions of Regulation 44 of Listing Regulation and Section 108 of Companies,Act, 2013 read with the Rule 20 of the Companies (Management and Administration) Rules, 2014,as amended the Company is providing the facility to its members as on cut-off date, being Friday,23rd September, 2016 to exercise their right to vote by electronic means and voting at the venue ofthe Meeting on any or all of the businesses specified in the accompanying Notice. Details of theprocess and manner of e-voting are being sent to all Members alongwith the notice.


MNPQP RSTUNVWSTQVNXP XQYQTWZ (Formerly Sam Leaseco Ltd)

The instructions for shareholders voting electronically are as under:

(i) The voting period begins on Tuesday, 27th September, 2016 at 9:00 a.m. and ends on Thursday, 29th

September, 2016 at 5:00 p.m. During this period shareholders’ of Company, holding shares eitherin physical form or in dematerialized form, as on the cut-off date i.e. Friday, 23rd September, 2016,may cast their vote electronically. The e-voting module shall be disabled by CDSL for voting thereafter.

(ii) Shareholders who have already voted prior to the meeting date would not be entitled to vote at themeeting venue.

(iii) The shareholders should log on to the e-voting website www.evotingindia.com.

(iv) Click on Shareholders.

(v) 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 theCompany.

(vi) Next enter the Image Verification as displayed and Click on Login.

(vii) If you are holding shares in demat form and had logged on to www.evotingindia.com and voted on anearlier voting of any company, then your existing password is to be used.

(viii) If you are a first time user follow the steps given below:

Enter your 10 digit alpha-numeric PAN issued by Income Tax Department (Applicablefor both demat shareholders as well as physical shareholders)·l Members who have not updated their PAN with the Company/Depository

Participant are requested to use the first two letters of their name and the 8digits of the sequence number in the PAN Field.·

l In case the sequence number is less than 8 digits enter the applicable numberof 0’s before the number after the first two characters of the name in CAPITALletters. Eg. If your name is Ramesh Kumar with sequence number 1 then enterRA00000001 in the PAN Field.

Enter the Dividend Bank Details or Date of Birth (in dd/mm/yyyy format) as recordedin your demat account or in the company records in order to login.

If both the details are not recorded with the depository or company please enterthe member id / folio number in the Dividend Bank details field as mentioned ininstruction (v).

For Members holding shares in Demat Form and Physical Form

PAN

Dividend BankDetails

ORDate of Birth

(DOB)

[\]^] _àb\cdà^c\e] e^fâdg (Formerly Sam Leaseco Ltd)


(ix) After entering these details appropriately, click on “SUBMIT” tab.

(x) 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 whereinthey are required to mandatorily enter their login password in the new password field. Kindly notethat this password is to be also used by the demat holders for voting for resolutions of any othercompany on which they are eligible to vote, provided that company opts for e-voting through CDSLplatform. It is strongly recommended not to share your password with any other person and takeutmost care to keep your password confidential.

(xi) For Members holding shares in physical form, the details can be used only for e-voting on theresolutions contained in this Notice.

(xii) Click on the EVSN for <Oasis Nutraceuticals Limited > on which you choose to vote.

(xiii) 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 youassent to the Resolution and option NO implies that you dissent to the Resolution.

(xiv) Click on the “RESOLUTIONS FILE LINK” if you wish to view the entire Resolution details.

(xv) After selecting the resolution you have decided to vote on, click on “SUBMIT”. A confirmation boxwill 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.

(xvi) Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify your vote.

(xvii) You can also take out print of the voting done by you by clicking on “Click here to print” option onthe Voting page.

(xviii) If Demat account holder has forgotten the password then Enter the User ID and the image verificationcode and click on Forgot Password & enter the details as prompted by the system.

(xix) Shareholders can also cast their vote using CDSL’s mobile app m-Voting available for androidbased mobiles. The m-Voting app can be downloaded from Google Play Store. Apple and Windowsphone users can download the app from the App Store and the Windows Phone Store respectively.Please follow the instructions as prompted by the mobile app while voting on your mobile.

(xx) Note for Non – Individual Shareholders and Custodians

l Non-Individual shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodian arerequired to log on to www.evotingindia.com and register themselves as Corporate.

l A scanned copy of the Registration Form bearing the stamp and sign of the entity should beemailed to [email protected].

l After receiving the login details a compliance user should be created using the admin loginand password. The Compliance user would be able to link the account(s) for which they wishto vote on.


hijkj lmnoipqmnkpirj rksknqt (Formerly Sam Leaseco Ltd)

l The list of accounts should be mailed to [email protected] and on approval ofthe accounts they would be able to cast their vote.

l A scanned copy of the Board Resolution and Power of Attorney (POA) which they haveissued in favour of the Custodian, if any, should be uploaded in PDF format in the system forthe scrutinizer to verify the same.

(xxi) In case you have any queries or issues regarding e-voting, you may refer the Frequently AskedQuestions (“FAQs”) and e-voting manual available at www.evotingindia.com, under help section orwrite an email to [email protected].

a) In case of members receiving the physical copy:

Please follow all steps from sr. no. (i) to sr. no. (xvii) above to cast vote.

b) The remote e-voting period begins on Tuesday, 27th September, 2016 at 9.00 a.m. and endson Thursday, 29th September, 2016 at 5.00 p.m. During this period shareholders’ of theCompany, holding shares either in physical form or in dematerialized form, as on cut off maycast their vote electronically. The remote e-voting module shall be disabled for voting thereafter.Once the vote on a resolution is cast by the shareholders, the shareholders shall not beallowed to change it subsequently.

c) A member who is entitled to vote but has not exercised his right to vote through remote e-voting may vote at the AGM through Ballot paper for business specified in the Notice. And amember who had cast his vote by remote e-voting may attend the meeting but shall not beentitled to cast his vote again.

d) The Company has appointed Mr. Shreyans Kumar Jain, Practicing Company Secretary,(Membership No. FCS 8519), to act as the Scrutinizer to scrutinize the electronic voting andvoting through poll / ballot process at the meeting in fair and transparent manner and he hascommunicated his willingness to be appointed and will be available for the same purpose.

e) The Scrutinizer shall after the conclusion of the voting at the AGM shall unlock the BallotBox and also unblock the e-voting in the presence of at least two (2) witnesses who are notin the employment of the Company and make a Consolidated Scrutinizer’s Report of thevotes cast in favor or against, if any, and submit forthwith to the chairman of Company.

f) The Results shall be declared within the 48 hours of the AGM of the Company. The Resultsdeclared along with the Scrutinizer’s Report shall be available for inspection and also intimatedto Stock Exchanges and will be placed on the website of the Company & CDSL withinprescribed period.

uvwxw yz{|v}~z{x}v�w �x�x{~� (Formerly Sam Leaseco Ltd)


EXPLANATORY STATEMENT IN RESPECT OF THE SPECIAL BUSINESS PURSUANT TO SECTION102 OF THE COMPANIES ACT, 2013

Item No. 4

The Board of Directors of the Company consequent upon alteration of object clause regarding nutraceuticalsbusiness was look out for professionals having expertise in the business and had appointed Mr. RajkishoreManiyar as Additional Director and recommended his appointment as Managing Director of the Companyw.e.f. 07.12.2015 for a term of five years. Mr. Maniyar who is having vast expertise and experience ofnutraceuticals and related products and has good understanding of national and international market, withhis appointment as Managing Director the Company can achieve desired goals and under his leadershipwith the optimum utilisation of resources the value will be created for stakeholder.

The appointment of Mr. Maniyar was first recommended by the Nomination and Remuneration Committeeto the Board.

The remuneration payable to him will not exceeds Rs.6,00,000 (Rupees Six Lacs only) per annum andother terms and conditions of his appointment will as per the policy of the Company and as may beagreed with him and the Board.

In terms of the provisions of Section 196 of the Act, appointment of Managing Director is required to beapproved by the Shareholders in General Meeting. Further the Company has received notices in writingalongwith the deposit of requisite amount under Section 160 of the Act proposing the candidature of Mr.Rajkishore Maniyar for the office of Directors of the Company.

Therefore, your Directors recommend the Resolutions as set out in item nos. 4 for the approval of theMembers of the Company.

Mr. Maniyar is interested in the resolution as appointee as set out in item no. 4 of the Notice with regardto his appointment.

None of the Directors except as disclosed as aforesaid, Key Managerial Personnel and their relatives arein any way concerned or interested in these Resolutions.

Item No. 5

�� ¡� ��

Additional Director - Independent for a Period of five years i.e. till October 25, 2020, in terms of provisionsof Section 149 she meets the criteria of Independence and had submitted a declaration to the board tothat effect.

The Company has also received notice in writing alongwith the deposit of requisite amount under Section160 of the Act proposing the candidature of Ms. Daksha Kakadiya for the office of Directors of the Company.The qualification and other details with her area of expertise which will benefit the Company are givenhereinbefore. Therefore your Director recommend the Resolutions as set out in item no. 5 for the approvalof the Members of the Company.


¢£¤¥¤ ¦§¨©£ª«§¨¥ª£¬¤ ¬¥¥¨«® (Formerly Sam Leaseco Ltd)

¯°± ²³´°µ³ ¶³´³·¸¹³ ¸° ¸º»¼½¼°»¼· ¸º »µ¼ ½¼°¾¿À»¸¾º ³° ³ÁÁ¾¸º»¼¼ ³° °¼» ¾À» ¸º ¸»¼Â º¾± Ã ¾Ä »µ¼ Å¾»¸Æ¼

with regard to his appointment.

None of the Directors except as disclosed as aforesaid, Key Managerial Personnel and their relatives arein any way concerned or interested in these Resolutions.

Item No. 6

The Company in ordinary course of business and on arm’s lenght basis deal in nutraceuticals productswith perfect vitamins private Limited wherein Mr. Rajkishore Maniyar the Managing Director of the Companyis also a Director and Shareholder.

The value of the transactions proposed to be undertaken on an arm’s length basis and in the ordinarycourse of business with Perfect Vitamins Pvt. Ltd. is expected to be approx value of Rs.40.00 crores perannum.

The Particulars of the transactions are as follows:

a) Name of the Related Party: Perfect Vitamins Pvt. Ltd.

b) Name of directors or key managerial personnel who are related: Mr. Rajkishore ManiyarManaging Director of Oasis Nutraceuticals Limited.

c) Nature of Relationship: Mr. Rajkishore Maniyar, Managing Director of Oasis Nutraceuticals Limitedis also Director of Perfect Vitamins Pvt Ltd.

d) Nature of arrangement: Sale and purchase or supply of nutraceuticals and allied products andrelated services, besides, reimbursement of expenses paid on each other’s behalf, allocatingcommon corporate expenditure.

e) Any other information relevant or important for the members to take a decision on theproposed resolution: None

In terms of regulation 23(4) of the SEBI (Listing Obligations and Disclosure Requirements) Regulation,2015, approval of members is required for material related party transaction, between related parties (i.e.the Company and Perfect Vitamins Pvt. Ltd.).

Even though approval of the Shareholders would not be required under the provisions of the CompaniesAct, 2013 for transactions which are in the ordinary course of the Company’s business and are at arm’slength, the related party transaction envisaged in this resolution is considered material and henceshareholders approval is sought.

The Board recommends the Resolution as set out at item No. 6 of the Notice for approval by the Members.

ÇÈÉÊÉ ËÌÍÎÈÏÐÌÍÊÏÈÑÉ ÑÊÒÊÍÐÓ (Formerly Sam Leaseco Ltd)


None of the Directors and Key Managerial Personnel of the Company or their relatives are concerned orinterested, financially or otherwise, in the said resolution except Mr. Rajkishore Maniyar, Managing Directorof the Company.

Considering the advantage of the transactions your Directors recommend the resolutions as at item No.6 of the accompanying Notice for approval by the Members of the Company.

Item No. 7

In the year 2012 – 13 the Company, with the approval of its shareholders at the Extra ordinary GeneralMeeting (“EGM”) held on 25th March, 2013, had raised funds from public on preferential basis aggregatingto Rs.11,00,00,000/- divided into 1,00,00,000 equity shares of Rs.10 each issued at a premium of Re.1/-with the objective as mentioned in the notice of the EGM dated 2nd March, 2013, further your Board ofDirectors had utilized major part of the above proceeds for the business activities in line with the objectsas mentioned in the notice of the EGM.

However the Company still had unutilized funds from the proceeds of the preferential issue and your Boardof Directors had utilized or utilising the same towards the new business activities i.e. dealing Nutraceuticalsproducts and allied activities consequent to the change in object and name of the Company to “OasisNutraceuticals Limited”

In terms of Section 27 of the Companies Act, 2013 the Company is required to obtain the approval of theShareholders by a special resolution to ratify the utilization of the fund so raised and your Directorscommends your approval accordingly.

None of the Directors and Key Managerial Personnel of the Company or their relatives are concerned orinterested, financially or otherwise, in the said resolution.

Considering the advantage of the transactions your Directors recommend the resolutions as at item No.7 of the accompanying Notice for approval by the Members of the Company.

By order of the Board of DirectorsFor Oasis Nutraceuticals Limited

Sd/-Place: Mumbai Rajkishore ManiyarDate: 13.08.2016 Managing Director


ÔÕÖ×Ö ØÙÚÛÕÜÝÙÚ×ÜÕÞÖ Þ×ß×ÚÝà (Formerly Sam Leaseco Ltd)

Details of Director seeking appointment / reappointment at the forthcoming Annual GeneralMeeting (Pursuant to Regulation 36 of the Listing Regulations)

Particulars Mr. Yogesh Gupt a Mr. Rajkishore Maniyar Ms. Daksha Kakadiya

Date of Birth andNationality

11.06.1971 & Indian Indian 19.08.1981 and Indian

Relationship withother Directors Interse

None None None

Date of Appointment 26.09.2012 07.12.2015 26.10.2015

Expertise in specificfunctional area

Finance and Accounts Food and NutritionIndustry

Admin and Humanresource

No. of Equity Sharesheld in the Company

Nil Nil Nil

Directorship in otherListed entities as on31.3.2016

Nil Nil Nil

áâãäã åæçèâéêæçäéâëã ëäìäçêí (Formerly Sam Leaseco Ltd)


îïðñòóORS’ REPORT

To the Shareholders,

Your Directors take pleasure in presenting the 35th Annual Report and the audited financial statementsof the Company for the year ended 31st March 2016.

1) FINANCIAL PERFORMANCE:

The financial performance of the Company for the financial year ended 31st March 2016 issummarized below:

(Rs. in Lakh)

Particulars 2015-16 2014-15

Revenue and other Income 65.18 82.01

Profit before Depreciation and Tax 49.33 16.50

Depreciation 0.01 0.02

Profit / (Loss) Before T ax 49.32 16.48Provision for Tax (11.97) (23.22)

Provision for Deferred Tax (C.Y. Rs.110 and P.Y. Rs. 354) 0.00 0.00

Profit/(Loss) After Tax for the year 37.35 (6.74)

2) STATUS OF COMPANY’S AFFAIRS: Your Company’s revenue for the financial year 2015-16 isRs.65.18 Lakh as compare to Rs.82.01 Lakh for the financial year 2014-15. Further yourCompany’s Profit after tax for the financial year 2015-16 is Rs.37.35 Lakh as against Net lossafter Tax of Rs.6.75 Lakh in the financial year 2014-15.

BSE Ltd vide its Notice No. 20150227-27 dated 27th February, 2015 had suspended the tradingin Equity Share of your Company for surveillance measure and your Company has been inconstant liaison with the Surveillance dept. of the BSE Ltd. to revive the trading in shares of theCompany and replies are being submitted to the stock exchange in this behalf.

3) CHANGE IN NATURE OF BUSINESS: With the efforts of the management, your Company isable to diversify its activities and implement new business opportunities in the Nutraceuticalsindustry for the enhancement of wealth of shareholders and optimum utilisation of resources.Consequently, the Company with the approval of its members vide postal ballot on 16th November,2015 has altered the ‘Object Clause’ of its Memorandum of Association to enable to carry onnew business activities of dealing in vitamin products, protein concentrate, tocopherol, liquidlecithin, powder lecithin, lecithin granules etc and accordingly to reflect the said business objectivethe name was also changed to ‘OASIS NUTRACEUTICALS LIMITED’. Further the Company inthe financial year has achieved a sales of Rs.10,98,055/- from its new business.

4) DIVIDEND: In order to conserve the reserves to meet the needs of increased operation and forthe growth of the Company the Board of Directors has decided not to declare dividend for thefinancial year.

5) AMOUNT TRANSFERRED TO RESERVES: During the financial year the Company has nottransferred any amount to the reserves maintained by the Company.


ôõö÷ö øùúûõüýùú÷üõþö þ÷ÿ÷úýO (Formerly Sam Leaseco Ltd)

6� SHARE CAPITAL: The paid up Equity Share Capital as at March 31, 2016 is Rs.10,20,00,000divided into 10,20,00,000 of Re.1/-. During the year the Company has not issued shares withdifferential voting rights, Sweat Equity Shares or Equity Shares under Employee Stock optionScheme. As on March 31, 2016, none of the Directors of the Company hold instruments convertibleinto equity shares of the Company.

7) EXTRACT OF THE ANNUAL REPORT: Pursuant to Section 92(3) of the Companies Act, 2013read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, the extractof the Annual report in form MGT – 9 as required attached as Annexure – A to this report.

8) NUMBER OF MEETING OF THE BOARD: The Board of Director of the Company met at aregular interval during the year to discuss on the past, current and prospective business of theCompany. The Board Met 9 (Nine) Times during the financial year 2015 - 16 on the followingdates:

Sr. No. Date of Meeting

1. 29th May, 2015

2. 14th August, 2015

3. 25th August, 2015

4. 9th October, 2015

5. 26th October, 2015

6. 10th November, 2015

7. 24th November, 2015

8. 7th December, 2015

9. 9th February, 2016

9) MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION: In terms of Section 134(3)(l)of the Companies Act, 2013, there have been no material change and commitment, if any, affectingthe financial position of the Company which have occurred between the end of the financial yearof the Company to which the financial statements relates and the date of the report.

10) DETAILS OF SUSIDIARY / ASSOCIATE COMPANIES AND JOINT VENTURES: The Companydoes not have any subsidiary / associate Company or joint venture as on year end 31st March,2016.

11) DETAILS OF DEPOPSITS: The Company has not accepted or renewed any amount fallingwithin the purview of provisions of Section 73 to 76 of the Companies Act, 2013 (“the Act”) readwith the Companies (Acceptance of Deposit) Rules, 2014 during the year under review. Hence,the details relating to deposits as also requirement for furnishing of details of deposits which arenot in compliance with Chapter V of the Act is not applicable.

12) PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS BY COMPANY: Details ofLoans, Guarantees and Investments covered under the provisions of the Section 186 of theCompanies Act, 2013 are provided in notes to financial Statements.

�� (Formerly Sam Leaseco Ltd)


1�� RELATED PARTY CONTRACTS OR ARRANGEMENTS: There are no contracts orarrangements made by related party during the year under review as provided in the provisionsof Section 188 (1) of the Companies Act, 2013 excepting as disclosed in the notes to financialstatements.

14) DIRECTORS & KEY MANAGERIAL PERSONNEL: The Board of Directors of the Companycomprises of (5) five Directors consisting of (2) two Non – Executive Independent Directors as on31st March, 2016.

Pursuant to Section 149(7) of the Act the Company has received declaration of Independencefrom all the Independent Directors as stipulated under section 149(6) and Regulation 16(1)(b) ofthe SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 (“ListingRegulations”).

Mr. Mitesh Jain the Managing Director of the Company has resigned from the Board w.e.f. 11th

November, 2015 and your Company places on record its appreciation for the valuable servicesand guidance rendered by him during his tenure.

Further during the year based on recommendation of Nomination and Remuneration Committeethe Board had appointed Mr. Rajkishore Maniyar as Managing Director of the Company w.e.f. 7th

December, 2015 for a period of 5 (Five) years who posses expertise in field of Nutraceuticalsbusiness.

Further to strengthen the Board your Directors have appointed Mrs. Daksha Kakadiya, asIndependent Non – Executive Woman Director w.e.f. 26th October, 2015.

In accordance with the provisions of Section 152 of the companies Act, 2013 and the Company’sArticles of Association Mr. Yogesh Gupta, Director retires by rotation at the forth coming annualgeneral meeting and being eligible offer himself for re-appointment.

Further the familiarization program for Independent Directors is also available on the website of theCompany viz. www.oasisnutra.com.

As mentioned above the Company has already appointed Mr. Rajkishore Maniyar as the ManagingDirector of the Company. Further the Company is making effort to appoint other Key ManagerialPersonnel as required under the Act.

15) DIRECTORS’ RESPONSIBILITY STATEMENT: With respect to Directors’ Responsibility Statement,pursuant to Section 134 (5) of the Companies Act, 2013, it is hereby confirmed that;

a� in the preparation of the annual accounts, the applicable accounting standards have beenfollowed along with proper explanation relating to material departures;

b) accounting policies have been selected and applied consistently and judgments and estimateshave made that are reasonable and prudent so as to give a true and fair view of the state ofaffairs of the Company as at the end of the financial year and of the profit of the Company forthe year ended March 31, 2016;

c) proper and sufficient care has been taken for the maintenance of adequate accounting recordsin accordance with the provisions of the Companies Act, 2013, for safeguarding the assets ofthe Company and for preventing and detecting fraud and other irregularities;



d� the annual accounts have been prepared on a ‘going concern’ basis;

e) the internal financial controls have been laid down to be followed by the Company and suchinternal financial control are adequate and were operating effectively;

f) proper system has been devised to ensure compliance with the provisions of all applicablelaws and such systems were adequate and operating effectively;

16) DISCLOSURE AS PER SECTION 134(3)(m) OF THE COMPANIES ACT, 2013 FORCONVERSATION ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGEEARNING AND OUTGO: Considering the nature of Business of the Company there are noparticulars which are required to furnish in this report pertaining to conversation of energy,technology absorption and Foreign Exchange Earning and Outgo.

17) AUDIT COMMITTEE: The Audit Committee of Directors was reconstituted pursuant to theprovisions of Section 177 of the Companies Act, 2013. The composition of the Audit Committeeis in conformity with the provisions of the said section and Regulation 17 of the Listing Regulation.The Composition and the functions of the Audit Committee of the Board of Directors of theCompany are disclosed in the Report on Corporate Governance, which is forming a part of thisreport.

18) CORPORATE SOCIAL RESPONSIBILITY: Your Company’s net worth or turnover or net profit isbelow the threshold as specified under Section 135 of the Companies Act, 2013 for constitutinga Corporate Social Responsibility Committee and as such the Company is not required to complywith these provision hence the Board is not required to provide any report or comments aboutthe same.

19) NOMINATION AND REMUNERATION COMMITTEE POLICY: The Nomination andRemuneration Committee (NRC) of Directors was reconstituted by the Board of Directors of theCompany in accordance with the requirements of Section 178 of the Companies Act, 2013 andRegulation 18 of the Listing Regulation. The Board of Directors has framed a policy which laysdown a framework in relation to remuneration of Directors, Key Managerial Personnel and SeniorManagement of the Company. This policy also lays down criteria for selection and appointmentof Board Members. The Nomination and Remuneration Policy of the Company is attached herewithas Annexure - B.

20) VIGIL MECHANISM AND WHISTLE BLOWER POLICY : The Board has, pursuant to theprovisions of Section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies(Meetings of Board and its Powers) Rules, 2014 and Regulation 22(1) of the Listing Regulationframed whistle blower policy to report genuine concerns or grievances relating to reportable matterssuch as breach of code of conduct, fraud, employee misconduct, misappropriation of funds, healthand safety matters etc.

The mechanism provides for adequate safeguards against victimization of Whistle Blower who availof such mechanism and provides for direct access to the chairman of the Audit Committee. Thefunctioning of the Whistle Blower policy is being reviewed by the Audit Committee from time totime. None of the Whistle Blower has been denied access to the Audit Committee of the Board.The whistle blower policy has been posted on the website of the Company (www.oasisnutra.com).

�� ! "#$%�&'#$!&�( (!)!$'* (Formerly Sam Leaseco Ltd)


2+, RISK MANAGEMENT: The Board has approved Risk Management policy, which acts as anoverarching statement of intent and establishes the guiding principles by which key risks aremanaged across the organization. The Board is Overall Responsible for identifying, evaluatingand managing all significant risks faced by the Company.

22) PERFORMANCE EVALUATION OF BOARD, COMMITTEES & INDIVIDUAL DIRECTORS: Pursuantto the provisions of the Companies Act, 2013 and the provisions of the Listing Regulation, a structuredquestionnaire was prepared after taking into consideration of the various aspects of the Board’sfunctioning, Composition of the Board and its Committees, culture, execution and performance ofspecific duties, obligations and governance. The performance evaluation of the Independent Directorswas completed. The performance evaluation of the Non – Independent Director was carried out bythe Independent Directors. The Board of Directors expressed their satisfaction with the evaluationprocess.

23) SECRETARIAL AUDIT: Pursuant to the provisions of Section 204 of the Companies Act, 2013 andrules made there under, the Company has Appointed Shreyans Jain & Co. a firm of practicingCompany Secretary (C.P. No 9801) to undertake the Secretarial Audit of the Company, TheSecretarial Audit Report is included as Annexure – C and forms as an integral part of thisreport. The Following are the observation in the Secretarial Audit Report and comments of themanagement for the same as mentioned below:

a) In terms of the provisions of Section 203 of the Companies Act, 2013 the Company isrequired to have Whole Time Key Managerial Personnel (KMP) as specified in clause (i), (ii)& (iii) of the sub-section (1) of the said section, however the Company yet to appoint theKMP under (ii) and (iii) of sub-section (1) of Section 203 of the Act and the time allowed tocomply with the said requirements is already elapse.

The Board of Directors are making efforts to appoint the Whole Time KMP namely ChiefFinancial Officer and Company Secretary presently these functions are being done underthe supervisions of the Board.

b) In terms of clause 38 of the Listing Agreement entered by the Company with BSE Limited(“Stock Exchange”) the Company is required to pay Listing Fees on or before 30th April ineach year. However the Listing Fees for the financial year 2015 - 16 has not yet been paid bythe Company.

In view of suspension of trading in the Equity Shares of the Company which is unjustifiableand Company taken up the issue and therefore the said payment has not been made.However, the Company will pay the same in future.

24) STATUTORY AUDITORS : At the 34th Annual General Meeting held on 30th September, 2015 themembers had approved the Appointment of M/s. Singhvi and Sancheti, Chartered Accountants(Firm Registration No. 110286W) as Statutory Auditors of the Company to hold office until theconclusion of Consecutive Sixth Annual General Meeting (subject to ratification of the appointmentby the members at every AGM). The Company has received confirmation from M/s. Singhvi andSancheti, Chartered Accountants to the effect that they fulfill the eligibility criteria prescribedunder section 139 and 141 of the Companies Act, 2013.

The Board of Directors recommends ratification of M/s. Singhvi and Sancheti as the StatutoryAuditors of the Company at the ensuing Annual General Meeting.


-./0/ 3457.894508.:/ :0;059< (Formerly Sam Leaseco Ltd)

With respect to the comments given in the Auditor’s report your Board of Directors inform you thatthe delay in payment of taxes was on account of changes in Key Managerial Personnel and theBoard is confident to pay the same in due course.

25) REPORT ON CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS:In terms of Regulation 34 Listing Regulations, 2015 read with Para C of Schedule V, a separatereport on the Corporate Governance practices followed by the Company together with a certificatefrom the Company’s Statutory Auditors confirming compliance with conditions of Corporate Governanceforms an integral part of this report as Annexure – D.

Further the Management’s Discussion and Analysis Report for the year under review, as stipulatedunder Para B Schedule 5 with the Stock Exchanges is given in Annexure - E to this report.

26) PARTICULARS OF EMPLOYEES: The details required to be disclosed in terms of the provisionsof Section 197(12) of the Companies Act, 2013 read with the Rule 5(2) of the Companies(Appointment and Remuneration) Rules, 2014, regarding the remuneration etc are forms part ofthis report as Annexure - F .

27) INFORMATION REQUIRED UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE(PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013: Presently, the compliance withrespect to the Sexual Harassment of Women at the workplace (Prevention, Prohibition &Redressal) Act, 2013 is not applicable to the Company as there is no woman employee employedin the Company.

28) ACKNOWLEDGMENTS: The Board of Directors would like to express their appreciation for theco-operation and assistance received from the Government authorities, the financial institutions,banks, vendors, customers and Shareholders during the year under review. The Board of Directorsalso wishes to place on record their deep sense of appreciation for the committed services by allthe employees of the Company.

For and on behalf of the Board

Sd/- Sd/-Yogesh Gupt a Rajkishore Maniyar

Director Managing DirectorDIN:00239016 DIN: 01687800

Place: MumbaiDate: 30 th May, 2016

=>?@? ABCD>EFBC@E>G? G@H@CFI (Formerly Sam Leaseco Ltd)


ANNEXURE - A

JKLM NKP MGT-9

FORM NO. MGT-9EXTRACT OF ANNUAL RETURN AS ON FINANCIAL YEAR

ENDED ON 31ST MARCH, 2016[Pursuant to section 92(3) of the Companies Act, 2013 and

Rule 12(1) of the Companies (Management and Administration) Rules, 2014]

QP REGISTRATION AND OTHER DETAILS :

i. CIN L65910MH1980PLC022765

ii. Registrat ion Date 30th June, 1980

iii. Name of the Company Oasis Nutraceuticals Limited(Sam Leaseco Limited)

iv. Category / Sub-Category Company Limited by Shares /of the Company Indian Non-Government Company

v. Add ress of the Registered off ice H-4-5, Everest Building,9th Floor, Tardeo Road,and contact details Mumbai – 400 034, Maharashtra

Tel. : 022 – 2352 4404 / 03

vi. Whether listed Comp any Yes

vii. Name, Add ress and Contact Sharex Dynamic (India) Private Limiteddetails of Registrar and Transfer Unit No-1, Luthra Ind, Premises, 1st Floor,Agent , if any 44-E, M Vasanti Marg, Andheri-Kurla Road,

Safed Pool, Andheri (East), Mumbai – 400072,Maharashtra. Tel: 022 – 2852 8087

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY : All the business activitiescontributing 10% or more of the total turnover of the company shall be stated:-

1. RSTUV XYXZ[\U]^_`^[Ub 46909 16.85wTY`U[_`U SV_bU XcUc]c

2. Other Credit Granting 6492 83.15

ef. No.Name and Descripti on

of main products / servicesNIC Code of the

Product/ service% to total turnover of the

com pany


ghiji klmnhoplmjohqi qjrjmps (Formerly Sam Leaseco Ltd)

jjj. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES :

it. No. Name and Address ofthe Comp any

CIN / GLN Holding/Subsidiary/Associate

Applicable Section

1. N.A. N.A. N.A. N.A.

IV. SHAREHOLDING PATTERN (Equity Share Capit al Breakup as perce ntage of Total Equity)i) CATEGORY-WISE SHARE HOLDING:

A. Promoters

1) Indian

a) Individual / HUF 200,000 100,000 300,000 0.29 200,000 100,000 300,000 0.29 -

b) Central Govt. - - - - - - - - -

c) State Govt(s) - - - - - - - - -

d) Bodies Corporate 1,050,000 0 1,050,000 1.03 1,050,000 0 1,050,000 1.03 -

e) Banks / FI - - - - - - - - -

Sub-total A(1) 1,250,000 100,000 1,350,000 1.32 1,250,000 100,000 1,350,000 1.32 -

2) Foreign

a) NRIs Individuals - - - - - - - - -

Sub-total A(2) 0 0 0 0 0 0 0 0 -

Total Shareholding of 1,250,000 100,000 1,350,000 1.32 1,250,000 100,000 1,350,000 1.32 -

Promoter (A) = A(1) + A(2)

B. Public Shareholding

1) Institutions 0 0 0 0 0 0 0 0 0

Sub-total B(1) 0 0 0 0 0 0 0 0 0

2. Non-Institutions

a) Bodies Corporate

i. Indian 44,409,813 0 44,409,813 43.54 44,647,313 0 44,647,313 43.77 0.23

ii. Overseas - - - - - - - - -

b) Individuals

i. Individual Shareholders 105,539 7,500 113,039 0.11 1,114,252 7,560 1,121,812 1.10 0.99

holding nominal share

capital up to Rs. 1 Lac

uvxyz{|} {~

Shareholders

�{� {~ ��v|y� �y�� vx x�y

beginning of the year

No. of Shares held at the end of the

year % Change

during

the yearDemat Physical Total

% of

Total

Shares

Demat Physical Total% of

Total

Shares



��

Shareholders

�� ¡¢ ��


No. of Shares held at the end of the

year % Change

during

the yearDemat Physical Total

% of

Total

Shares

Demat Physical Total% of

Total

Shares

ii. Individual shareholders 56,127,148 0 56,127,148 55.03 54,880,875 0 55,807,750 53.80 -1.23

holding nominal share

capital in excess of

Rs. 1 Lac

c) Others specify

Clearing Members - - - - - - - - -

Non Resident Indians - - - - - - - - -

(REPAT & NON REPAT)

Sub-total B(2) 100,642,500 7,500 100,650,000 98.68 100,642,440 7,560 100,650,000 98.68 -

Total Public 100,642,500 7,500 100,650,000 98.68 100,642,440 7,560 100,650,000 98.68 -

Shareholding

(B)=B(1)+B(2)

C. SHARES HELD BY

CUSTODIAN FOR

GDRS & ADRS (NIL)

Grand Total (A+B+C) 101,892,500 107,500 102,000,000 100 101,892,440 107,560 102,000,000 100 -

ii) SHAREHOLDING OF PROMOTERS:

1. Aditi Asim Dalal 50,000 0.049 - 50,000 0.049 - -2. Bhupendra C. Dalal 100,000 0.098 - 100,000 0.098 - -3. Satyen Bhupendra Dalal 50,000 0.049 - 50,000 0.049 - -4. Veena Milan Dalal 50,000 0.049 - 50,000 0.049 - -5. Asim Bhupendra Dalal 50,000 0.049 - 50,000 0.049 - -6. Cifco Limited 47,500 0.047 - 47,500 0.047 - -7. Cifco Finance Limited 200,000 0.196 - 200,000 0.196 - -8. Swarnadhara Holdings 200,000 0.196 - 200,000 0.196 - -

Pvt Ltd9. Cheshtha Holdings Pvt Ltd 200,000 0.196 - 200,000 0.196 - -10. Satyajyoti Holdings Pvt Ltd 200,000 0.196 - 200,000 0.196 - -11. Milan Investments Ltd 2,500 0.002 - 2,500 0.002 - -12. Ornate Talcum Pvt Ltd 200,000 0.196 - 200,000 0.196 - -

Total : 1,350,000 1.352 - 1,350,000 1.323 - -

£¤¥ ¤¦

Shares

% of total

shares of

the

Company

% of

shares

pledged /

encumb-

ered

to total

shares

No. of

Shares

% of total

shares of

the

Company

% of

shares

pledged /

encumb-

ered

to total

shares

Sr. No. Shareholder’s Name Shareholding at the


Shareholding at the

end of the year

% change

in share

holding

during

the

year


§¨©ª© «¬®¨¯°¬ª¯¨±© ±ª²ª°³ (Formerly Sam Leaseco Ltd)

´µi i) CHANGE IN PROMOTERS’ SHAREHOLDING (PLEASE SPECIFY, IF THERE IS NO CHANGE)

©¶.No. Particulars ©·¸¶¹·º»¼µ½¾ ¸¿ thebeginning of the year

Cumulative Shareholdingduring the year

No. ofShares

% of tot alshares of the

Comp any

No. ofShares


Comp any

NO CHANGES DURING THE YEAR

´iv) SHAREHOLDING PATTERN OF TOP TEN SHAREHOLDERS (OTHER THAN DIRECTORS,PROMOTERS AND HOLDERS OF GDRS AND ADRS):

©¶.No.

Particulars ©·¸¶¹·º»¼µ½¾ ¸¿ thebeginning of the year


No. ofShares


Comp any

No. ofShares


Comp any1. PRAGNA KEDIA

At the beginning of the year 17,000,000 16.667 17,000,000 16.667

No Changes during the year - - 17,000,000 16.667

At the end of the year 17,000,000 16.667 17,000,000 16.667

2. KIRTI KEDIA




3. CHANDRAKANT S. SHETH




4. KALIMATA INVESTMENT

CONSULTANCY PVT. LTD.


Sale on 10.04.15 (112,000) (0.110) 5,281,424 5.178

Purchase on 17.04.15 190,000 0.186 5,471,424 5.364

Purchase on 24.04.15 120,700 0.118 5,592,124 5.482

Purchase on 15.05.15 135000 0.132 5,727,124 5.615


5. WONDER VINCOM PVT. LTD.


Purchase on 26.02.16 13,000 0.013 4,548,704 4.460


6. SEGMENT AGENCIES PVT. LTD.


Purchase on 03.04.15 139,500 0.137 3,414,116 3.347


ÀÁÂÃÂ ÄÅÆÇÁÈÉÅÆÃÈÁÊÂ ÊÃËÃÆÉÌ (Formerly Sam Leaseco Ltd)


ÂÍ.No.

Particulars ÂÎÏÍÐÎÑÒÓÔÕÖ Ï× thebeginning of the year


No. ofShares


Comp any

No. ofShares


Comp any

7. FUNCTION FINANCIAL

CONSULTANTS PVT. LTD.




8. JALPA NILESH SHETH




9. AAKRITI DEALERS PVT. LTD.




10. BABITA AGARWAL




v) SHAREHOLDING OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

ØÙÚÛÜÙÝÞßàáâ Úã thebeginning of the year


No. ofShares


Comp any

No. ofShares


Comp any1. Mr. Rajkishore Maniyar

At the Beginning of the Year - - - -

Changes During the Year - - - -

At the end of the year - - - -

2. Mr. Devanshu Desai




3. Mr. Yogesh Gupta




4. Mr. Nitin Velhal




5. Ms. Daksha Kakadiya




ØÛ.No.

Shareholding of eachDirectors and each

Key Managers


äåæçæ èéêëåìíéêçìåîæ îçïçêíð (Formerly Sam Leaseco Ltd)

vi) INDEBTEDNESS OF THE COMPANY INCLUDING INTEREST OUTSTANDING / ACCRUED BUTNOT DUE FOR PAYMENT

ñecured Loansexcludingdeposits

UnsecuredLoans

Deposits

INDEBTEDNESS AT THE BEGINNING OF THE FINANCIAL YEARi. Principal Amount - 4,095,657 - 4,095,657ii. Interest due but not paid - 9,215,092 - 9,215,092iii. Interest accrued but not due - - - -

Total (i+ii+iii) - 13,310,749 - 13,310,749CHANGE IN INDEBTEDNESS DURING THE FINANCIAL YEARAdditions - - - -Reductions - - - -INDEBTEDNESS AT THE END OF THE FINANCIAL YEARi. Principal Amount - 4,095,657 - 4,095,657ii. Interest due but not paid - 9,215,092 - 9,215,092iii. Interest accrued but not due - - - -

Total (i+ii+iii) - 13,310,749 - 13,310,749

vii) REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNELA) REMUNERATION TO MANAGING DIRECTOR, WHOLE-TIME DIRECTORS AND/OR MANAGER

òó.No.

Particulars ofRemuneration

Name of MD / WTD / ManagerMr. Rajkishore Maniyar (MD)

ôotalAmount

1. Gross Salary Ni l Ni l

B. Remuneration to other directors:

Sr. No. Particulars of Remuneration Name of DirectorsTotal Amount

3. Independent Directors Mr. Devanshu Desai Ms. Daksha Kakadiya

• Fee for attending board NIL NIL NIL

committee meetings

Total (1) NIL NIL NIL

4. Other Non-Executive Directors Mr. Yogesh Gupta

• Fee for attending board NIL NIL

committee meetings

Total (2) NIL NIL

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

Total Managerial NIL NIL

Remuneration

Overall Ceiling as NIL NIL

per the Act

õotalIndebtedness

C. REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MD / MANAGER /WTD: During the year there the Company was not able to appoint such Key Managerial Personnel.

viii) PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES: During the year there are no penalties/ punishments / compounding fees is imposed by any of the authorities as mentioned against thecompany its directors and officers.

ö÷øùø úûüý÷þÿûüùþ÷Oø Où�ùüÿ� (Formerly Sam Leaseco Ltd)


÷úúÿAûýÿ �

NOMINATION AND REMUNERATION POLICY

The Nomination and Remuneration Committee and this Policy shall be in compliance with provisions ofSection 178(3) of the Companies Act, 2013 read along with the applicable rules thereto and SEBI (ListingObligation and Disclosure Requirements) Regulation, 2015 (“Listing Regulation”). The Key Objectives ofthe Committee would be:

1. OBJECTIVE

• To guide the Board in relation to appointment and removal of Directors, Key Managerial Personneland Senior Management;

• To evaluate performance of Board members and provide necessary report to Board for furtherevaluation of the Board;

• To recommend to the Board on Remuneration payable to the Directors, Key Managerial Personneland Senior Management;

• To provide to Key Managerial Personnel and Senior Management rewards linked directly to theirefforts, performance, dedication and achievement relating to the Company’s operations;

• To retain, motivate and promote talent and to ensure long term sustainability of talented managerialpersonnel’s and create competitive advantage;

• To devise a policy on Board diversity;• To develop a succession plan for the Board and to regularly review the plan;

2. DEFINITIONS

• “Act ” means the Companies Act, 2013 and Rules framed there under, as amended from time totime.

• “Board ” means Board of Directors of the Company.• “Directors ” mean Directors of the Company.• “Key Managerial Personnel ” means –

a) Chief Executive Officer or the Managing Director or the Manager or Whole-time directoror Chief Financial Officer or Company Secretary.

b) “Senior Management ” means Senior Management means personnel of the companywho are members of its core management team excluding the Board of Directors includingFunctional Heads.

Policy T itle Nomination and Remuneration Policy

Authorised by Board of Directors



3� COMPOSITION

• The Committee shall consist of a minimum three non-executive directors, majority of them beingindependent.

• Minimum two (2) members shall constitute a quorum for the Committee meeting.• Membership of the Committee shall be disclosed in the Annual Report.• Term of the Committee shall be continued unless terminated by the Board of Directors.• Chairperson of the Committee shall be an Independent Director.• Chairperson of the Company may be appointed as a member of the Committee but shall not be

a Chairman of the Committee.• In the absence of the Chairperson, the members of the Committee present at the meeting shall

choose one amongst them to act as Chairperson.• Chairperson of the Nomination and Remuneration Committee meeting could be present at the

Annual General Meeting or may nominate some other member to answer the shareholders’queries.

4. ROLE OF COMMITTEE :Matters to be dealt with, perused and recommended to the Boardby the Nomination and Remuneration Committee:

· The Committee shall identify and ascertain the integrity, qualification, expertise and experienceof the person for appointment as Director, KMP or at Senior Management level and recommendto the Board his / her appointment.

· A person should possess adequate qualification, expertise and experience for the position he /she is considered for appointment. The Committee has discretion to decide whether qualification,expertise and experience possessed by a person are sufficient / satisfactory for the concernedposition.

· The Company shall not appoint or continue the employment of any person as Whole-time Directorwho has attained the age of seventy years. Provided that the term of the person holding thisposition may be extended beyond the age of seventy years with the approval of shareholders bypassing a special resolution based on the explanatory statement annexed to the notice for suchmotion indicating the justification for extension of appointment beyond seventy years.

· The Committee shall carry out evaluation of performance of every Director, KMP and SeniorManagement Personnel at regular interval (yearly).

· Due to reasons for any disqualification mentioned in the Act or under any other applicable Act,rules and regulations there under, the Committee may recommend, to the Board with reasonsrecorded in writing, removal of a Director, KMP or Senior Management Personnel subject to theprovisions and compliance of the said Act, rules and regulations.

· The remuneration / compensation / commission etc. to the Whole-time Director, KMP and SeniorManagement Personnel will be determined by the Committee and recommended to the Boardfor approval. The remuneration / compensation / commission etc. shall be subject to the prior/post approval of the shareholders of the Company and Central Government, wherever required.



��

We have conducted the Secretarial Audit of the compliance of applicable statutory provisions and theadherence to good corporate practices by Oasis Nutraceuticals Limited (CINL65910MH1980PLC022765) (hereinafter called “the company”). Secretarial Audit was conducted in amanner that provided us a reasonable basis for evaluating the corporate conducts / statutory compliancesand expressing our opinion thereon.

Based on our verification of the company’s books, papers, minute books, forms and returns filed andother 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 inour opinion, the company has, during the audit period covering the financial year ended on 31st March,2016 complied with the statutory provisions listed hereunder and also that the Company has properBoard - processes and compliance -mechanism in place to the extent, in the manner and subject to thereporting made hereinafter:

We have examined the books, papers, minute books, forms and returns filed and other recordsmaintained by “the Company” for the financial year ended on 31st March, 2016 according to the provisionsof:

(i) The Companies Act, 2013 (the Act) and the rules made thereunder;

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

(iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;

(iv) Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to theextent of Foreign Direct Investment, Overseas Direct Investment and External CommercialBorrowings (Not Applicable to the Comp any during the Audit Period) ;

(v) The following Regulations and Guidelines prescribed under the Securities and Exchange Boardof India Act, 1992 (‘SEBI Act’):-

Form No. MR-3SECRETARIAL AUDIT REPORT

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

FOR THE FINANCIAL YEAR ENDED 31ST MARCH, 2016

To,The Members,OASIS NUTRACEUTICALS LIMITED(Formerly Sam Leaseco Limited)H-4-5, Everest Building,9th Floor Tardeo Road, Mumbai – 400 034, Maharashtra


!"#" $%&'!()%&#(!*" *#+#&), (Formerly Sam Leaseco Ltd)

a- The Securities and Exchange Board of India (Substantial Acquisition of Shares andTakeovers) Regulations, 2011;

b. The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations,2015;

c. The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements)Regulations, 2009 (Not Applicable to the Comp any during the Audit Period) ;

d. The S./01242.5 and Exchange Board of India (S671. 875.9 :;<=>?.. [email protected]) Regulations,2014 (Not Applicable to the Comp any during the Audit Period) ;

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

f. The Securities and Exchange Board of India (Registrars to an Issue and Share TransferAgents) 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 Comp any during the Audit Period) ; and

h. The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998(Not Applicable to the Comp any during the Audit Period) ;

(vi) As informed by the Company there are no laws which are specifically applicable to the Companyduring the year under review;

We have also examined compliance with the applicable clauses of the following:

(i). Secretarial Standards I & II issued by The Institute of Company Secretaries of IndiaC DE<<=2/7F=.w.e.f. 1st July, 2015)

GHHI- The Listing Agreements entered into by the Company with Stock Exchange(s), (upto 30th November,2015) and The Securities and Exchange Board of India (Listing Obligation and Disclosure Requirements)Regulations, 2015 (w.e.f. 1st December, 2015)

J012@K 46. <.12>9 [email protected] 1.L2.M 46. N>;<any has complied with the provisions of the Act, Rules,Regulations, Guidelines, Standards, etc. mentioned above subject to the following observations;

In terms of the provisions of Section 203 of the Companies Act, 2013 the Company is required to haveWhole Time Key Managerial Personnel (KMP) as specified in clause (i), (ii) & (iii) of sub-section (1) ofthe said section, however the Company is yet to appoint KMP under (ii) and (iii) of sub-section (1) ofSection 203 of the Act and the time allowed to comply with the said requirement has already elapse.

In terms of clause 38 of the Listing Agreement entered by the Company with BSE Limited (“StockExchange”) the Company is required to pay Listing Fees on or before 30th April in each year. Howeverthe Listing Fees for the financial year 2015 - 16 has not yet been paid by the 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. The changes in the composition of the Board ofDirectors that took place during the period under review were carried out in compliance with the provisionsof the Act.

PQRTR UVWXQYZVWTYQ[R [T\TWZ] (Formerly Sam Leaseco Ltd)


^_`bcdf` ghfij` ik lim`g fh dnn oip`jfhpk fh kjq`_cn` fq` rhdp_ s``figlkt dl`g_d dg_ _`failed noteson agenda were sent seven days in advance except at few instances were necessary consents wereobtained and a system exists for seeking and obtaining further information and clarifications on theagenda items before the meeting and for meaningful participation at the meeting.

Majority decision are carried through while there were no dissenting members as verified from theminutes.

We further report that there are adequate systems and processes in the company commensuratewith the size and operations of the company to monitor and ensure compliance with applicable laws,rules, regulations and guidelines.

We further report that during the year company vide postal ballot held on 16th November, 2015 hasobtained the approval of the members;

a. for Alteration In Object Clause In Memorandum of Association of the Company by inserting thefollowing Clause III (A)(1) after existing clause III (A)(1) in the following manner;

“III. (A) (1). To carry on the business of manufacturers, importers, exporters processor, distributor,procurer and, or to deal in vitamin products, protein concentrate, tocopherol, liquidlecithin, powder lecithin, lecithin granules, isoflavones, textured protein, specialtylecithin and proteins, soy flour, protein isolate and to deal in all the products relatedto the soya and sunflower in India and abroad”.

b. for change of name of Company from “Sam Leaseco Limited” to “Oasis Nutraceuticals Limited”and consequent alteration in Memorandum and Articles of Association of the Company;

c. for shifting its registered office to a place outside the local limits of the city;

d. under section 180(1)(c) of the Companies Act, 2013 for borrowing any sum or sums moneywhich may exceed the aggregate for the time being, the paid up Share Capital of the Companyand its free reserves, but the maximum amount of money so borrowed shall not at any time,exceed Rs.100 Crores (Rupees One Hundred Crores only);

e. under section 180(1)(a) of the Companies Act, 2013 for creation of mortgage and / or charge onall the immovable and movable properties of the Company etc to secure the borrowingsaggregating up to Rs.100 Crores (Rupees One Hundred Crores only) together with interestthereon.

For Shreyans Jain & Co.Company Secretaries

Sd/-Shreyans Jain

(Proprietor)FCS No. 8519C.P. No. 9801

Place: MumbaiDate: 30th May, 2016

Uuvwx This report to be read with our letter of even date which is annexed as Annexure -1 and formspart of this Report.


yz{|{ }~��z��~�|�z�{ �|�|�� (Formerly Sam Leaseco Ltd)

z}}��~��

Annexure - 1: Annexure to the Secretarial Audit Report for the year ended 31st March, 2016

To,The Members,OASIS NUTRACEUTICALS LIMITED(Formerly Sam Leaseco Limited)H-4-5, Everest Building,9th Floor Tardeo Road, Mumbai – 400 034, Maharashtra

Our Secretarial Audit Report of even date is to be read along with this letter.

1. It is the responsibility of the management of the Company to maintain secretarial records, deviseproper systems to ensure compliance with the provisions of all applicable laws and regulationsand to ensure that the systems are adequate and operate effectively.

2. Our responsibility is to express an opinion on these secretarial records, standards and proceduresfollowed by the Company with respect to secretarial compliances.

3. We believe that audit evidence and information obtained from the Company’s management isadequate and appropriate for us to provide a basis for our opinion.

4. Where ever required, we have obtained the management’s representation about the complianceof laws, rules and regulations and happening of events etc.

5. The Secretarial Audit Report is neither an assurance as to the future viability of the Company norof the efficacy or effectiveness with which the management has conducted the affairs of theCompany.

For Shreyans Jain & Co.

Sd/-��

M. No. - 8519CP. No. - 9801

Place: MumbaiDate: 30th May, 2016



��

REPORT ON CORPORATE GOVERNANCE FOR THE F.Y. ENDED 2015 - 16(In accordance with Para – C Schedule – V of the SEBI (Listing Obligation and Disclosure

Requirement s) Regulation, 2015)

1. COMPANY’S PHILOSOPHY:

The Company’s philosophy on Corporate Governance finds its roots in the rich legacy of ethicalgovernance practices. This philosophy has been sought to be strengthened through the Code ofConduct. The Company will continue to focus its energies and resources in creating andsafeguarding Shareholder’s wealth and at the same time, protect the interest of all its Stakeholders.

2. BOARD OF DIRECTORS:

2.1 Composition:

The Board of Company is formed with the proper mix of Executive, Non-Executive andIndependent Directors as at 31st March, 2016. The Board of Directors presently comprises of 5Directors, of which 2 (two) are Independent Non-Executive Directors. All Independent Directorsare persons of eminence and bring a wide range of expertise and experience to the Boardthereby ensuring the best interest of Stakeholders and the Company. None of the Directors arerelated to any other Directors on the Board. None of the Directors on the Board is a member ofmore than 10 committees and Chairman of more than 5 committees (as specified in Regulation26 (1) of the Listing Regulation) across all the Companies in which he is a Director.

The details as required under clause 2; Para C of Schedule V to the Listing Regulation withrespect to composition and category of Directors, the attendance record of the Directors at theBoard Meetings held during the Financial year ended 31st March, 2016 and the Last AnnualGeneral Meeting (AGM), and details of their other Directorships, and Committee Chairmanshipsand Memberships are given below:

2.2 Composition of Board and attendance record:

Name of Director Category ofDirectorship

Attendance at No. of other Directorships and otherCommittee Memberships / Chairmanship

BoardMeetings

LastAGM

OtherDirectorships #

CommitteeMemberships

##

CommitteeChairmanships

Mr. Rajkishore Maniyar Executive, 2 NA 1 - -

(Appointed w.e.f. 07.12.15) Managing Director

Mr. Nitin Velhal Executive 9 - 5 0

Mr. Yogesh Gupta Non-Executive 9 Yes 1 - -

Mr. Devanshu Desai Non-Executive 9 - 3 1 -

Independent Director

Ms. Daksha Kakadiya Non-Executive 5 NA 1 - -

(Appointed w.e.f. 26.10.15) Independent Director

# Alternate Directorships and directorships in private companies, foreign companies and Section 8 Companies are excluded.## Represents Memberships / Chairmanships of Audit Committee, Nomination and Remuneration Committee.


¡¢£¤£ ¥¦§¨¢©ª¦§¤©¢«£ «¤¬¤§ª (Formerly Sam Leaseco Ltd)

¥®¯°±² ¥®³° ®´ ¯µ° ¶·°¸¯®·± µ®¹º ±µ»·°± ¶³ ¯µ° ©®¼½any.

2.3 Number of Board Meeting and date of Meeting: During financial year 2015-16 Nine (9) Boardmeetings were held and the gap between two meetings did not exceed four months. The detailsof the Board Meetings were as follows;

Date of Meeting No. of Directors Entitled No. of Directors Attended29th May, 2015 4 3

14th August, 2015 4 3

25th August, 2015 4 3

9th October, 2015 3 3

26th October, 2015 4 3

10th November, 2015 4 3

24th November, 2015 4 3

7th December, 2015 5 4

9th February, 2016; 5 4

The company does not pay any fees / Remuneration to any Non – Executive. Also, no sittingfee has been paid to any Non – Executive Director during the year.

3. AUDIT COMMITTEE: In order to comply with Regulation 17 of the Listing Regulations withrespect to the composition, the Audit Committee was re-constituted on 9th February, 2016 withthe inclusion of Ms. Daksha Kakadiya and exclusion of Mr. Nitin Velhal. Consequently theCompany has an adequately qualified Audit Committee and its composition meets therequirements of section 177 of the Companies Act, 2013 and Regulation 17 of the listingRegulations.

The Audit Committee met 4 times during the year under review on 29th May, 2015; 14th August,2015; 10th November, 2015 and 9th February, 2016 the statutory auditors also attended themeeting and attendance of the members was as under;

Sl. No Name of Directors Position Meetings Held No. of MeetingsAttended

1. Mr. Yogesh Gupta Chairman 4 4

2. Mr. Devanshu Desai Member 4 4

3. Mr. Nitin Velhal(Exclusion Member 4 4w.e.f. 09.02.2016)

4. Ms. Daksha Kakadiya Member 4 NA(Inclusion w.e.f. 09.02.2016)

¾¿ÀÁÀ ÂÃÄÅ¿ÆÇÃÄÁÆ¿ÈÀ ÈÁÉÁÄÇÊ (Formerly Sam Leaseco Ltd)


Terms of Reference:

• Overseeing of the entity’s financial reporting process and the disclosure of its financial informationto ensure that the financial state are correct, sufficient and credible;

• Recommending to the Board the appointment, Remuneration and terms of appointment ofStatutory Auditors;

• Approval of payment to Statutory auditors for any other services rendered by them;

• To review the financial statements and auditor’s report before submission to Board;

• To review the weakness in internal controls, if any reported by Statutory Auditors, etc;

• In addition, the powers and role of the Audit Committee are as laid down under Part C ScheduleII of Listing Regulation; and the Companies Act, 2013.

ËÌ NOMINATION AND REMUNERATION COMMITTEE: The Board has framed the Remunerationand Nomination Committee Policy which ensures effective compliance of Section 178 of theCompanies Act, 2013 and Regulation 19 of the listing Regulation.

During the year the committee was re-constituted on 26.10.2015 to comply with Compositionrequirements of Regulation 19 (1) of the Listing Obligation and Ms. Daksha Kakdiya, IndependentDirector was inducted in the Committee in the place of Mr. Nitin Velhal. Further, Ms. DakshaKakadiya being an Independent Director was elected as the Chairman of the Committee andMr. Yogesh Gupta continued to be in the Committee as a Member.

The Remuneration Committee met 2 (Twice) during the year on 7th Dec, 2015 and 9th Feb, 2016.The constitution of the committee and the attendance of each member during the year is asgiven below:

ÍÎÏÐ ÑÒ ÓÔÕÐÖ×ÑÕØ Position Meetings Held No. of MeetingsAttended

Ms. Daksha Kakadiya Chairman 2 2(Inclusion w.e.f. 26.10.15)

Mr. Yogesh Gupta Member 2 2

Mr. Devanshu Desai Member 2 2

Mr. Nitin Velhal Member 2 NA(Exclusion w.e.f. 26.10.15)

The terms of reference of the ‘Remuneration Committee’ are as follows:

Ù To formulate the criteria for determining qualifications, positive attributes and independence ofa director and recommend to the Board of Directors a policy relating to, the remuneration ofthe directors, Key Managerial Personnel and other employees;

• To carry out the evaluation of every Director’s Performance;

• To evaluate the criteria for evaluation of Independent Directors and the Board;


ÚÛÜÝÜ ÞßàáÛâãßàÝâÛäÜ äÝåÝàãæ (Formerly Sam Leaseco Ltd)

ç To help in determining the appropriate size, diversity and composition of the Board;

• To provide necessary report to the Chairman after the evaluation process is completed by theDirector’s

• To assist in developing a succession plan for the Board;

• To assist the Board in fulfilling responsibilities entrusted from time to time;

• Delegation of any of its powers to any Member of the Committee or the Compliance Officer.

• To perform such other functions as may from time to time be required by any statutory, contractualor other regulatory requirements to be attended by such committee.

The details of the remuneration paid to executive director are disclosed in the related partytransactions in the notes to accounts section of the report. However, there is no sitting fees paid toNon – Executive / Independent Directors for attending Board and Committee Meetings.

5. STAKEHOLDERS RELA TIONSHIP / GRIEVANCE COMMITTEE: The committee comprises offollowing Directors and detail of attendance at the meeting held on 9th Feb, 2016 is given below:

Name of Directors Position No. of No. of MeetingsMeetings Held Attended

Mr. Yogesh Gupta Chairman 1 1

Mr. Nitin Velhal Member 1 1

Mr. Rajkishore Maniyar Member 1 1

The Committee considers and resolves the grievances of the security holders of the Company includingcomplaint related to transfer of shares, non receipt of annual report and non – receipt of declareddividends.

Details of Compliance officer:

Name : Mr. Nitin VelhalEmail ID : [email protected] : H-4-5, Everest Building, 9th Floor,Tardeo Road, Mumbai – 400 034MaharashtraTelephone : 022 – 2352 4404 / 03

The Company during the Year has not received any Complaints and there are no Shareholders complaintpending for Company’s disposal.

èé RISK MANAGEMENT POLICY : Pursuant to provisions of Regulation 21, since the Companydoes not falls in the top 100 listed entities on the basis of market capitalization as at the end ofthe immediate previous financial year, the Company is require to constitute a Risk ManagementCommittee.

7. GENERAL MEETINGS: The details of date, time and location of Annual General Meetings (AGM)/ Extra Ordinary General Meetings (EGM) held in previous three years are as under:

êëìíì îïðñëòóïðíòëôì ôíõíðóö (Formerly Sam Leaseco Ltd)


ë÷õ ø ó÷õ Date Time Venue Special Resolution

14, Krishna Kunj, Salasar BrijBhumi Complex, Near FlyoverBridge, Bhayander (W),Thane – 401 101

1306, Orchid, Mantri Park,New Mahada, Near NNPCircle, Goregaon (E),Mumbai – 400 065,Maharashtra

Aura Hall, B - 6, BrindavanApartments, Junction of LinkRoad and Yogi Nagar Road,Yogi Nagar, Borivali (W),Mumbai – 400 091

Bhupen Chambers, GroundFloor, Unit I, Dalal Street, Fort,Mumbai - 400001

34th AGM 25.08.2015 4:00 PM

33rd AGM 30.09.2014 1:00 PM

32nd AGM 30.09.2013 4:00 PM

EGM 25.03.2013 1:30 PM

No SpecialResolution

No SpecialResolution

Appointment of Mr.Mitesh Jain asManaging Directorof the Company

Issue and allotmentof 1,00,00,000Equity Shares ofRs.10 each onpreferential basis.

8. POSTAL BALLOT:

During the year, pursuant to the provisions of the Section 110 of the Companies Act, 2013, readwith Companies (Management and Administration) Rules, 2014, the Company has passed thefollowing resolutions through Postal Ballot on 16th November, 2015;

i. Approval for Alteration of Object Clause in Memorandum of Association of the Company;

ii. Approval for Change of Name of the Company and consequent Alteration in Memorandumand Articles of Association of the Company;

iii. Shifting of Registered office of the Company to a place outside the local limits of city;

iv. Approval under Section 180(1)(c) of the Companies Act, 2013;

v. Approval under Section 180(1)(a) of the Companies Act, 2013.

The Company had Appointed CS Shreyans Jain, Practicing Company Secretary as Scrutinizerto conduct the Postal Ballot process in a fair and transparent manner.


ùúûüû ýþÿOú��þÿü�ú�û �ü�üÿ�� (Formerly Sam Leaseco Ltd)

Promoter/Public No of Shares

Held No of Votes

Polled

% of Votes polled on

outstanding Shares

No of votes in favour

No of

votes

against

% of votes in favour

on votes polled

% of votes

against on

votes polled

(1) (2) (3)=(2)/(1)*100 (4) (5) (6)=(4)/(2)*100

(7)=(5)/(2)*100

Special Resolution No.1: Approval for Alteration of Object Clause in Memorandum of Association of the Company;

Promoter and Promoter Group

1,350,000 400,000 29.63 400,000 0 100 0

Public Institutional & Others

100,650,000 35,933,031 35.70 35,933,031 0 100 0

Total 102,000,000 36,333,031 35.62 36,333,031 0 100 0

Special Resolution No. 2: Approval for Change of Name of the Company and consequent Alteration in Memorandum and Articles of Association of the Company


1,350,000 400,000 29.63 400,000 0 100 0


100,650,000 35,933,031 35.70 35,933,031 0 100 0

Total 102,000,000 36,333,031 35.62 36,333,031 0 100 0

Special Resolution No. 3: Shifting of Registered office of the Company to a place outside the local limits of city


1,350,000 400,000 29.63 400,000 0 100 0


100,650,000 35,933,031 35.70 35,933,031 0 100 0

Total 102,000,000 36,333,031 35.62 36,333,031 0 100 0

Special Resolution No. 4: Approval under Section 180(1)(c) of the Companies Act, 2013


1,350,000 400,000 29.63 400,000 0 100 0


100,650,000 35,933,031 35.70 35,933,031 0 100 0

Total 102,000,000 36,333,031 35.62 36,333,031 0 100 0

Special Resolution No. 5: Approval under Section 180(1)(a) of the Companies Act, 2013


1,350,000 400,000 29.63 400,000 0 100 0


100,650,000 35,933,031 35.70 35,933,031 0 100 0

Total 102,000,000 36,333,031 35.62 36,333,031 0 100 0

9. MEANS OF COMMUNICATION:

a) The quarterly and Annual Results of the Company are sent to the Stock Exchange immediatelyafter they are approved by the Board. The half yearly report is not sent separately to theShareholders. Annual Reports are sent to the shareholders at their registered e-mail /registered address with the Company.

b) The Quarterly and Annual Results of the Company are published in the prescribed performawithin 48 hours of the conclusion of the meetings of the Board in which they are considered,at least in one English newspaper circulating in the whole of India and in one Vernacularnewspaper of the State where the Registered office of the Company is situated.



Website: The Company’s Website www.oasisnutra.com contains a separate section “Investorsforum” where the latest Shareholders information is available. The Quarterly and AnnualResults are posted on the website. Comprehensive information about the Company, itsbusiness and operations, Press Release, Shareholding pattern, Investor’s Contact details,etc.

10. GENERAL SHAREHOLDERS INFORMATION:

a) Annual General Meeting

D�� Friday, 30th September, 2016 : 4.00 pm.

Venue H-4-5, Everest Building, 9th Floor Tardeo Road,

Mumbai – 400 034, Maharashtra

D�� !"� Thursday, 29th September, 2016 to

Friday 30th September, 2016

Financial Year 2015 - 2016

b. Listing on Stock Exchanges and Stock Codes: The Company’s Equity Shares are listedon the BSE Limited (BSE), Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai - 400 001 andthe current status of trading is under suspension.

The Company’s Annual Listing Fees as applicable for the financial year 2015-16 is yet to bepaid.

Script Code : 504345ISIN Equity : INE368N01024Face Value : Re.1 Per Share

c. Market Price Data: The monthly high / low market price of the Equity Shares of Re.1 eachduring the year 2015-16 at the BSE Limited is as under: Current status of Listing is undersuspension.

d. REGISTRAR & SHARE TRANSFER AGENTS:Sharex Dynamic (India) Private Limited.

Unit No.1, Luthra Ind, Premises, 1st floor, 44-E, M Vasanti Marg,

Andheri-Kurla Road, Safed Pool, Andheri (East),

Mumbai – 400072, Maharashtra

Tel: 91-22-22641376 / 22702485; Fax: 91-22641349E-mail: [email protected]; Website: www.sharexindia.com


#$%&% '()*$+,()&+$-% -&.&),/ (Formerly Sam Leaseco Ltd)

e. Distribution of Shareholding: The distribution of shareholding as on 31st March, 2016 isgiven below:

Sr. No No. of Equity Shares No. of No. of % of Total

Shareholders Shares(Rs.1/-) shares

1. Upto to 100 224 7,086 0.01

2. 101 - 200 22 3,685 0.00

3. 201 - 500 20 8,285 0.01

4. 501 - 1000 23 19,911 0.02

5. 1001 - 5,000 27 80,927 0.08

6. 5,001 – 10,000 11 93,498 0.09

7. 10,001 – 1,00,000 91 3,853,801 3.78

8. 1,00,001 & Above 99 97,932,807 96.01

Total 517 102,000,000 100

f0 Dematerialisation of Shares and Liquidity: The Company’s shares are compulsorilytraded in dematerialised form and are available for trading on both the Depositories in India –National Securities Depository Ltd. (NSDL) and Central Depository Services (India) Ltd.(CDSL).

Particulars of Shares Equity Shares of Re.1 each

Number % of Total

Dematerialised form

NSDL 45,669,557 44.77

CDSL 56,222,883 55.13

Sub Total 101,892,440 99.90

Physical form 107,560 0.10

Total 102,000,000 100

g. Address for Correspondence: Registered Office: H-4-5, Everest Building, 9th FloorTardeo Road, Mumbai – 400 034, Maharashtra

Designated exclusive e-mail id for Investor servicing: [email protected]

Website: www.oasisnutra.com

11. DISCLOSURES:

1.1 There were no materially significant related party transactions i.e. transaction of the Company ofmaterial nature with its Promoters, Directors or the Management or their relatives etc. that wouldconflict with the interests of the Company.

12343 567829:67492;3 ;4<47:= (Formerly Sam Leaseco Ltd)


1.2 No penalties or strictures have been imposed on the Company by the Stock Exchanges or SEBI orany statutory authority on any matter related to capital markets during the last three years.

1.3 Company has an established Vigil Mechanism and a Whistle Blower Policy (WBP) in line withRegulation 4(d)(iv) of the Listing Regulation. The Company affirms that no employee has beendenied access to the Audit Committee.

1.4 All mandatory / non mandatory requirements as per Schedule II of the Listing Regulation has beencomplied with by the Company.

1.5 In terms of Regulation 17 of Listing Regulations the Managing Director made a certification i.e.(CEO / CFO Certificate) to the Board of Directors in the prescribed format for the year under reviewwhich has been reviewed by the Audit Committee and taken on record by the Board.

12. Code of Conduct for Board Members and Senior Management:

The Board of Directors of the Company has adopted the Code of Conduct for its members andSenior Management personnel of the Company and the code also includes the duties of IndependentDirectors as laid down in the Companies Act, 2013 and the same are to be posted on the Company’swebsite www.oasisnutra.com

The Code highlights Corporate Governance as the cornerstone for sustained managementperformance, for serving all the Stakeholders and for instilling pride of association. The Code isapplicable to all Directors and specified Senior Management Executives and shall act in accordancewith the highest standard of honesty, integrity, fairness and ethical conduct and shall exerciseutmost good faith, due care and integrity in performing their duties.

13. Declaration affirming compliance of Code of Conduct:

The Company has received confirmation from the Directors regarding compliance of the code ofconduct during the year under review. A Declaration by Managing Director affirming compliance ofBoard Members to the code is also annexed herewith.

c. Code of Conduct for Prevention of Insider T rading:

In accordance with the Securities and Exchange Board of India (Prohibition and InsiderTrading) Regulations, 2015 as amended (the Regulations) The Company has adopted theCode of Conduct for Prevention of Insider Trading for its Management and Directors. TheCode lays down guidelines and procedures to be followed and disclosures to be made bydirectors, top level executives and staff whilst dealing in shares.

d. Reconciliation of Share Capital Audit Report:

Share Capital Audit Report in terms of SEBI directive vide its circular CIR/MRD/DP/30/2010dated 6th September, 2010, confirming that the total issued capital of the Company is inagreement with the total number of shares in physical form and the total number ofdematerialised shares held with National Security Depository Limited and Central Depository


>?@A@ BCEF?GHCEAG?I@ IAJAEHK (Formerly Sam Leaseco Ltd)

Services (India) Limited, is submitted to the Stock Exchanges where the shares of theCompany is listed.

e. Compliance Certificate by Auditors:

The Company has obtained a certificate from the Statutory Auditors regarding compliance ofconditions of corporate governance as stipulated in part E para C of Schedule V of ListingRegulations, which is annexed herewith.

—-&—-

DECLARATION AFFIRMING COMPLIANCE OF CODE OF CONDUCT

As provided under Regulation 34 of the SEBI (Listing Obligation and Disclosure Requirements) Regulation,2015, the Board of Directors and the Senior Management Personnel have confirmed compliance with thecode of Conduct for the year ended 31st March, 2016

For Oasis Nutraceuticals Limited

Sd/-Place : Mumbai Rajkishore ManiyarDate : 30.05.2016 Managing Director

LMNPN QRSTMUVRSPUMWN WPXPSVY (Formerly Sam Leaseco Ltd)


MRYPSORS’ CERTIFICATE ON COMPLIANCE OF CONDITIONS OF CORPORATE GOVERNANCE:

We have examined the compliance of conditions of Corporate Governance by OASIS NUTRACEUTIOCALLIMITED (‘the Company’) for the year ended 31st March, 2016, as stipulated in Clause 49 of the ListingAgreement of the said Company with the BSE Limited and the relevant provisions of Regulation 15(2) ofthe Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,2015 (‘Listing Regulation’).

The compliance of conditions of Corporate Governance is the responsibility of the management. Ourexamination was limited to the procedures and implementation thereof, adopted by the Company forensuring the compliance of the conditions of Corporate Governance. It is neither an audit nor an expressionof opinion on the financial statements of the Company.

In our opinion and to the best of our information and according to the explanations given to us, we certifythat the Company has complied with the conditions of Corporate Governance as stipulated in the abovementioned Listing Agreement and Listing Regulations, as applicable.

We state that such compliance is neither an assurance as to the future viability of the Company nor theefficiency or effectiveness with which the management has conducted the affairs of the Company.

For Signhvi and SanchetiChartered Accountants

ICAI Firm Registration No.110286W

Sd/-H. M. Sancheti

PartnerMembership No. 043331

Place : MumbaiDate : 30th May, 2016


Z[\]\ ^_`a[bc_`]b[d\ d]e]`cg (Formerly Sam Leaseco Ltd)

bZehd][^bc bca`]i]b[TE[Pursuant to Regulation 17(8) of the SEBI (Listing Obligation and Disclosure Requirement) Regulation, 2015]

To,Board of DirectorsOasis Nutraceuticals Limited

We hereby certify that:

A. We have reviewed Financial Statements and the Cash Flow Statement for the year ended 31st

March, 2016 and to the best of our knowledge and belief:

i. These statements do not contain any materially untrue statement or omit any materialfact or contain statements that might be misleading;

ii. These statements present a true and fair view of the Company’s affairs and are incompliance with existing accounting standards, applicable laws and regulations;

B. To the best of our knowledge there are no transactions entered into by the Company during theyear which are fraudulent, illegal or violative of the Company’s code of conduct and no instancesof fraud took place;

C. We accept responsibility for establishing and maintaining internal controls for financial reporting.We have evaluated the effectiveness of the internal control systems of the Company and havedisclosed to the Auditors and the Audit Committee, deficiencies in the design or operation ofinternal controls, if any, of which we are aware and have taken steps to rectify the same,wherever found;

D. We have indicated to the Auditors and the Audit Committee;

i. Significant changes in internal control over financial reporting during the year;ii. Significant changes in accounting policies, if any, have been disclosed in the notes to the

financial statements;iii. instances of significant fraud and the involvement therein, if any, of the management or an

employee having a significant role in the company’s internal control system over financialreporting.

For Oasis Nutraceuticals Limited

Sd/-Place : Mumbai Rajkishore ManiyarDate : 30.05.2016 Managing Director

jklml nopqkrsopmrktl tmumpsv (Formerly Sam Leaseco Ltd)


MANAGEMENT DISCUSSION AND ANALYSIS

INDUSTRY STRUCTURE AND DEVELOPMENTS:Nutraceuticals are the products that offer health as well as medicinal benefits, consisting of preventionand treatment of disease. The word ‘NUTRACEUTICALS’ is a combination of two words - nutrient andpharmaceuticals. Awareness about health care among Indians is growing day by day and pharmaceuticalcompanies are betting big on Nutraceuticals business. Several pharma companies are introducing productsin this category and predict a significant increase in their profits from this segment.

BUSINESS OVERVIEW:Higher purchasing power has prompted Indians to be more health conscious and adopt a healthy dietroutine completed with consumption of nutritional supplements. Huge customer base, increasing co-prescription with regular drugs, focus on preventive healthcare, rapid retail growth and e-commerce aresome of the major drivers for the growth of the sector.

Indian nutraceuticals market is set to grow over two-fold by 2020 as consumers become more conscioustowards health and fitness. The high growth rate of nutraceuticals - products that offer health as well asmedicinal benefits.

FINANCIAL AND OPERATING PERFORMANCE:The total income of the Company for the financial year 2015-16 was at Rs.65.18 Lakhs compared toRs.82.01 Lakhs during the previous year. The Company has net profit during the year of Rs. 37.35 Lakhsas compared to loss of Rs.(6.75) Lakhs during the previous year. The Company expects to earn increasedrevenues in the near future.

SEGMENT WISE PERFORMANCE:The Company’s business is of dealing in nutraceuticals products only and not required to furnish segmentwise performance.

HUMAN RESOURCES:Human Resources are important asset of any business. The timely availability of professional team is oneof the key challenges. The Company maintains healthy and motivating work environment through variousmeasures. This will help the Company to retain and recruit professional work force. Initiatives are taken toupgrade the knowledge of the employees and to strengthen their managerial capabilities.

RISKS, INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACYInternal risk is monitored by adopting effective internal control systems and procedures. The Companyhas adequate internal control procedure commensurate with its size and nature of the business. Theinternal control system is supplemented by extensive internal audits, regular reviews by management andwell-documented policies and guidelines to ensure reliability of financial and all other records to preparefinancial statements. The Company continuously upgrades these systems in line with best accountingpractices.

CAUTIONARY STATEMENTStatements in the Management Discussion and Analysis describing the Company’s objectives, projections,estimates, expectations may be “forward looking statements” within the meaning of applicable securities,laws and regulations. Actual results could differ materially from those expressed or implied. Importantfactors that could influence the Company’s operations include economic developments within the country,demand and supply conditions in the industry, changes in Government regulations, tax laws and otherfactors such as litigation and industrial relations.

ANNEXURE - E


wxyzy {|}~x��|}z�x�y �z�z}�� (Formerly Sam Leaseco Ltd)

ANNEXURE - F

DETAILS OF REMUNERATION PURSUANT TO SUB - SECTION (12) OF SECTION 197 OF THECOMPANIES ACT, 2013

No. Requirement Information

(i) The ratio of the remuneration of each directorto the median remuneration of the employeesof the company for the financial year

Director RatioMr. Rajkishore Maniyar 0:1Mr. Nitin Velhal 0:1Mr. Devanshu Desai 0:1Mr. Yogesh Gupta 0:1Ms. Daksha Kakadiya 0:1Mr. Mitesh Jain 0:1

(ii) The percentage increase in remuneration ofeach director, Chief Financial Officer, ChiefExecutive Officer, Company Secretary orManager, if any, in the financial year

Director % ChangeMr. Rajkishore Maniyar NAMr. Nitin Velhal NAMr. Devanshu Desai NAMr. Yogesh Gupta NAMs. Daksha Kakadiya NAMr. Mitesh Jain NA

(iii) The percentage increase in the medianremuneration of employees in the financialyear

Nil

(iv) Average percentile increase already made inthe salaries of employees other than themanagerial personnel in the last financialyear and its comparison with the percentileincrease in the managerial remuneration andjustification thereof and point out if there areany exceptional circumstances for increasein the managerial remuneration

During the year remuneration of Employees (Non- Managerial) remained unchanged in over theprevious year. And no remuneration was paid duringthe year to Managerial Personnel as the samewas waived.

(v) Affirmation that the remuneration is as perthe remuneration policy of the company

We hereby affirm that the remuneration is as perthe Remuneration Policy of the Company



INDEPENDENT AUDITORS’ REPORT

To the Members ofOASIS NUTRACEUTICALS LIMITED

Report on the Financial StatementsWe have audited the accompanying financial statements of OASIS NUTRACEUTICALS LIMITED (“theCompany”), which comprise the Balance Sheet as at March 31, 2016, and the Statement of Profit andLoss and Cash Flow Statement for the year then ended, and a summary of significant accounting policiesand other explanatory information.

Management’s Responsibility for the Financial StatementsThe Company’s Board of Directors is responsible for the matters stated in Section 134 (5) of the CompaniesAct, 2013 (“The Act”) with respect to the preparation of these standalone financial statements that give atrue and fair view of the financial position, financial performance and cash flows of the Company in accordancewith accounting principles generally accepted in India, including the Accounting Standards prescribedunder section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibilityalso includes maintenance of adequate accounting records in accordance with the provisions of the Actfor safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities;selection and application of appropriate accounting policies; making judgments and estimates that arereasonable and prudent; and design, implementation and maintenance of adequate internal financialcontrols, that were operating effectively for ensuring the accuracy and completeness of the accountingrecords, relevant to the preparation and presentation of the financial statements that give a true and fairview and are free from material misstatement, whether due to fraud or error.

Auditor’s ResponsibilityOur responsibility is to express an opinion on these standalone financial statements based on our audit.

We have taken into account the provisions of the Act, the accounting and auditing standards and matterswhich are required to be included in the audit report under the provisions of the Act and the Rules madethere under.

We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) ofthe Act. Those Standards require that we comply with ethical requirements and plan and perform the auditto 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 the disclosuresin the financial statements. The procedures selected depend on the auditor’s judgment, including theassessment of the risks of material misstatement of the financial statements, whether due to fraud orerror. In making those risk assessments, the auditor considers internal financial control relevant to theCompany’s preparation of the financial statements that give a true and fair view in order to design auditprocedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness



of the accounting policies used and the reasonableness of the accounting estimates made by theCompany’s Directors, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for ouraudit opinion.

OpinionIn our opinion and to the best of our information and according to the explanations given to us, theaforesaid standalone financial statements give the information required by the Act in the manner sorequired and give a true and fair view in conformity with the accounting principles generally accepted inIndia, of the state of affairs of the Company as at March 31, 2016, and its profit and its cash flows for theyear ended on that date.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor’s Report) Order, 2016 ( CARO 2016) issued by the CentralGovernment of India in terms of sub-section (11) of section 143 of the Companies Act, 2013, we givein the “Annexure – A” statement on the matters specified in paragraph 3 and 4 of the Order to theextent applicable.

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

(a) We have obtained all the information and explanations which to the best of our knowledgeand belief were necessary for the purpose of our audit;

(b) In our opinion proper books of account as required by law have been kept by the Companyso far as appears from our examination of those books.

(c) The Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement dealt with bythis Report are in agreement with the books of account.

(d) In our opinion, the Balance Sheet, the Statement of Profit and Loss, and the Cash FlowStatement comply with the Accounting Standards specified under section 133 of theCompanies Act, 2013, read with Rule 7 of the Companies (Accounts) Rules 2014, the extentapplicable.

(e) On the basis of written representations received from the Directors as on March 31, 2016,and taken on record by the Board of Directors, none of the directors is disqualified as onMarch 31, 2016, from being appointed as a director in terms of section 164 (2) of the CompaniesAct, 2013.

�� ¡ ¢£¤¥�¦§£¤¡¦�¨ ¨¡©¡¤§ª (Formerly Sam Leaseco Ltd)


(f) With respect to the adequacy of the internal financial controls over financial reporting of theCompany and the operating effectiveness of such controls, refer to our separate Report in“Annexure B”.

(g) With respect to the other matters to be included in the Auditor’s Report in accordance withRule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best ofour information and according to explanations given to us :

i. The company has disclosed the impact of pending litigations on its financial position in itsfinancial position in its standalone financial statements – refer Note 21 to the standalonefinancial statements.

ii. The Company has made provision, as required under the applicable law or accountingstandards, for material foreseeable losses, if any. The Company did not have longterm contracts including derivative contracts except forward contract.

iii. There were no amounts which were required to be transferred to the Investor Educationand Protection Fund by the Company.

For Singhvi & SanchetiChartered Accountants

FRN No. 110286W

Sd/-H.M. Sancheti

Place : Mumbai PartnerDate : 30/05/2016 Membership No. 043331


«¬® ¯°±²¬³´°±®³¬µ µ®¶®±´· (Formerly Sam Leaseco Ltd)

¬¯¯´¸°²´ ¹ ¬ ±« ±º´ ®¯·´»´¯·´¯± ¬°·®±«²¼ ²´»«²±

Referred to in paragraph 1 under ‘Report on Other Legal and Regulatory Requirements’ in the IndependentAuditor’s Report of even date to the members of Oasis Nutraceuticals Limited on the standalone financialstatements for the year ended March 31, 2016.

i. a) The Company has maintained proper records showing full particulars, including quantitativedetails and situation of fixed assets.

b) The Fixed Assets have been physically verified by the management at reasonable intervals,which in our opinion, is reasonable having regard to the size of the company and nature of itsbusiness. Further, during the verification no material discrepancies between the book recordsand the physical fixed assets have been noticed.

c) The Company does not possess any immovable property and consequently clause 3 (i) (c)of the order is not applicable.

ii. The Company has no inventories hence clause 2 (a) and (b) is not applicable.

iii. According to the information and explanations given to us, the company has not granted unsecuredloans to Companies, firms, Limited Liability Partnerships or other parties covered in the registermaintained under section 189 of the Companies Act, 2013. Accordingly, no comments are requiredto be made on sub clause (a), (b) and (c) of clause 3.

iv. In our opinion and according to the information and explanations given to us, the company hascomplied with the provisions of section 185 and 186 of the Companies Act, 2013. In respect ofloans, investments, guarantees, and security.

v. In our opinion and according to the information and explanations given to us, the Company has notaccepted any deposits from the public and hence the directives issued by the Reserve Bank ofIndia and the provisions of Sections 73 to 76 or any other relevant provisions of the Act and theCompanies (Acceptance of Deposit) Rules, 2015 with regard to the deposits accepted from thepublic are not applicable.

vi. According to information and explanation given to us, the Central Government has not prescribedthe maintenance of Cost Records by under sub-section (1) of Section 148 of the Companies Act,2013, in respect of the activities carried on by the Company. Therefore paragraph 3(vi) of the orderis not applicable.

vii. (a) According to information and explanations given to us and on the basis of our examination ofthe books of account, and records, the Company has been generally regular in depositingundisputed statutory dues including Income-Tax, Cess and any other statutory dues withthe appropriate authorities. According to the information and explanations given to us, noundisputed amounts payable in respect of the above were in arrears as at March 31, 2016 fora period of more than six months from the date on when they become payable, except forthe income tax payable for the A.Y. 2015-16 amounting to Rs. 14,48,032/-.

½¾¿À¿ ÁÂÃÄ¾ÅÆÂÃÀÅ¾Ç¿ ÇÀÈÀÃÆÉ (Formerly Sam Leaseco Ltd)


ÊË According to the information and explanation given to us, there are no dues of income tax,sales tax, service tax, duty of customs, duty of excise, value added tax outstanding onaccount of any dispute except the details given below:

According to the records of the Company, disputed Municipal Property Tax together withPenalty not deposited on account of disputes are as follows:

viii. In our opinion and according to the information and explanations given to us, the Company has nottaken any loan either from Banks, financial institutions or from the government and has not issuedany debentures and consequently clause 3 (viii) of the order is not applicable.

ix. Based upon the audit procedures performed and the information and explanations given by themanagement, the Company has not raised moneys by way of initial public offer or further publicoffer including debt instruments and term Loans. Accordingly, the provisions of clause 3 (ix) of theorder are not applicable.

x. Based upon the audit procedures performed and the examination of the records, we report that nofraud by the Company or on the company by its officers or employees has been noticed or reportedduring the year.

xi. In our opinion and according to the information and explanations given to us, there is no managerialremuneration being paid and hence the Company is not required to comply with provision of Section197 read with Schedule V to the Companies Act, 2013.

xii. In our opinion, the Company is not a Nidhi Company. Therefore, the provisions of clause 3(xii) of theOrder are not applicable to the Company.

xiii. In our opinion, from the proof submitted by the management there are no related party transactionwith the Company, therefore compliance with section 177 and 188 of Companies Act, 2013 is notapplicable to the Company.

Name of Statute Nature of the Amount Period to Forum wheredues (Rs.) whichit dispute is

relates pending

Workman Compensation Workmen 45,174 1997-98 Labour CourtAct, 1923 compensation

Transactions in SecurityAct, 1992 Loan 27,33,157 1993-94 The custodian

under specialcourt

Transactions in SecurityAct, 1992 Interest 92,15,092 1993-94 to The custodian

2011-12 under specialcourt


ÌÍÎÏÎ ÐÑÒÓÍÔÕÑÒÏÔÍÖÎ ÖÏ×ÏÒÕØ (Formerly Sam Leaseco Ltd)

ÙÚÛ. The company has not made any preferential allotment or private placement of shares or fully orpartly convertible debentures during the year under review. Accordingly, the provisions of clause 3(xiv) of the Order are not applicable to the Company and hence not commented upon.

xv. According to the information and explanations given to us, the company has not entered into anynon-cash transactions with directors or persons connected with him. Accordingly, the provisions ofclause 3 (xv) of the Order are not applicable to the Company and hence not commented upon.

xvi. In our opinion, the company is not required to be registered under section 45-IA of the ReserveBank of India Act, 1934 and accordingly, the provisions of clause 3 (xvi) of the Order are notapplicable to the Company and hence not commented upon.


FRN No. 110286W

Sd/-H.M. Sancheti

Place : Mumbai PartnerDate : 30/05/2016 Membership No. 043331

ÜÝÞßÞ àáâãÝäåáâßäÝæÞ æßçßâåè (Formerly Sam Leaseco Ltd)


“Annexure B” to the Independent Auditor’s Report of even date on the Standalone FinancialStatements of Oasis Nutraceuticals Limited

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of theCompanies Act, 2013 (“the Act”)

We have audited the internal financial controls over financial reporting of Oasis Nutraceuticals Limited(“the Company”) as of March 31, 2016 in conjunction with our audit of the standalone financial statementsof the Company for the year ended on that date.

Management’s Responsibility for Internal Financial ControlsThe Company’s management is responsible for establishing and maintaining internal financial controlsbased on the internal control over financial reporting criteria established by the Company considering theessential components of internal control stated in the Guidance Note on Audit of Internal Financial Controlsover Financial Reporting issued by the Institute of Chartered Accountants of India. These responsibilitiesinclude the design, implementation and maintenance of adequate internal financial controls that wereoperating effectively for ensuring the orderly and efficient conduct of its business, including adherence tocompany’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, theaccuracy and completeness of the accounting records, and the timely preparation of reliable financialinformation, as required under the Companies Act, 2013.

Auditors’ ResponsibilityOur responsibility is to express an opinion on the Company’s internal financial controls over financialreporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit ofInternal Financial Controls Over Financial Reporting (the “Guidance Note”) and the Standards on Auditing,issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act, 2013, to theextent applicable to an audit of internal financial controls, both applicable to an audit of Internal FinancialControls and, both issued by the Institute of Chartered Accountants of India. Those Standards and theGuidance Note require that we comply with ethical requirements and plan and perform the audit to obtainreasonable assurance about whether adequate internal financial controls over financial reporting wasestablished and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internalfinancial controls system over financial reporting and their operating effectiveness. Our audit of internalfinancial controls over financial reporting included obtaining an understanding of internal financial controlsover financial reporting, assessing the risk that a material weakness exists, and testing and evaluatingthe design and operating effectiveness of internal control based on the assessed risk. The proceduresselected depend on the auditor’s judgement, including the assessment of the risks of material misstatementof the financial statements, whether due to fraud or error.We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for ouraudit opinion on the Company’s internal financial controls system over financial reporting.

Meaning of Internal Financial Controls over Financial ReportingA company’s internal financial control over financial reporting is a process designed to provide reasonableassurance regarding the reliability of financial reporting and the preparation of financial statements forexternal purposes in accordance with generally accepted accounting principles. A company’s internal


éêëìë íîïðêñòîïìñêóë óìôìïòõ (Formerly Sam Leaseco Ltd)

financial control over financial reporting includes those policies and procedures that (1) pertain to themaintenance of records that, in reasonable detail, accurately and fairly reflect the transactions anddispositions of the assets of the company; (2) provide reasonable assurance that transactions are recordedas necessary to permit preparation of financial statements in accordance with generally acceptedaccounting principles, and that receipts and expenditures of the company are being made only inaccordance with authorizations of management and directors of the company; and (3) provide reasonableassurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of thecompany’s assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, including thepossibility of collusion or improper management override of controls, material misstatements due to erroror fraud may occur and not be detected. Also, projections of any evaluation of the internal financialcontrols over financial reporting to future periods are subject to the risk that the internal financial controlover financial reporting may become inadequate because of changes in conditions, or that the degree ofcompliance with the policies or procedures may deteriorate.

OpinionIn our opinion, the Company has, in all material respects, an adequate internal financial controls systemover financial reporting and such internal financial controls over financial reporting were operating effectivelyas at March 31, 2016, based on the internal control over financial reporting criteria established by theCompany considering the essential components of internal control stated in the Guidance Note on Auditof Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants ofIndia.


FRN No. 110286W

Sd/-H.M. Sancheti

Place: Mumbai PartnerDate: 30/05/2016 Membership No. 043331

ö÷øùø úûüý÷þÿûüùþ÷Oø Où�ùüÿ� (Formerly Sam Leaseco Ltd)


BALANCE SHEET AS AT MARCH 31, 2016

(��

Note

No.

I EQUITY AND LIABILITIES:1) SHAREHOLDERS’ FUNDS:

(a) Share Capital 1 102,000,000 102,000,000(b) Reserves And Surplus 2 9,608,915 5,874,110(c) Money Received Against Share Warrants - -

111,608,915 107,874,110

2) SHARE APPLICATION MONEY PENDING ALLOTMENT - -3) NON-CURRENT LIABILITIES

(a) Long - Term Borrowings 3 4,095,657 4,095,657(b) Deferred Tax Liability (Net) - -(c) Other Long Term Liabilities 4 9,215,092 9,215,092(d) Long - Term Provisions - -

13,310,749 13,310,7494) CURRENT LIABILITIES

(a) Short Term Borrowings - -(b) Trade Payables - -(c) Other Current Liabilities 5 402,223 65,752(d) Short - Term Provisions 6 2,103,673 1,448,032

2,505,896 1,513,784 TOTAL 127,425,560 122,698,644

II) ASSETS :1) NON - CURRENT ASSETS

(a) Fixed Assets(i) Tangible Assets 7 1,794 3,052(ii) Intangible Assets - - -(iii) Capital Work - In - Progress - - -(iv) Intangible Assets Under Development - - -

(b) Non - Current Investment 8 922,865 605,284(c) Deferred Tax Assets (Net) 9 1,961 1,852(d) Long - Term Loans and Advances 10 115,157,560 29,697,599(e) Other Non - Current Assets 11 400,832 801,664

116,485,012 31,109,4512) CURRENT ASSETS

(a) Current Investment 12 10,045,214 9,305,886(b) Inventories - - -(c) Trade Receivables 13 800,000 800,000(d) Cash & Cash Equivalents 14 95,333 821,236(e) Short - Term Loans & Advances 15 - 80,662,071(f) Other Current Assets - - -

10,940,547 91,589,193 TOTAL 127,425,560 122,698,644SIGNIFICANT ACCOUNTING POLICIESNOTES ON FINANCIAL STATEMENTS

ParticularsAs at

31.3.2016

Rs.

As at

31.3.2015

Rs.

A� �� For Singhvi & SanchetiChartered AccountantsFRN. 110286WSd/-HM SanchetiPartnerM. No. : 043331Place : MumbaiDate :30.05.2016

For and on behalf of Board


DIN-01687800

Sd/-Yogesh Gupt a

DirectorDIN-00239016


�� !"�#$ !�#�%� %�&�!$' (Formerly Sam Leaseco Ltd)

)*+,-./ 0. 1234

STATEMENT OF PROFIT AND LOSS ACCOUNT FOR THE YEAR ENDED MARCH 31, 2016

Note

No.

56 Revenue from operation 16 1,098,055 -II) Other Income 17 5,420,209 8,201,292

III) TOTAL REVENUE (I+II) 6,518,264 8,201,292

IV) EXPENSESa) Cost of Materials Consumed - - -b) Purchase of Stock - in - trade 18 1,097,370 -c) Changes in Inventories of Finished Goods - - -d) Employee Benefits Expenses 19 315,500 -e) Finance Costs - - -f ) Depreciation and Amortisation Expenses 7 1,258 2,144g) Other Expenses 20 172,319 6,551,959

TOTAL EXPENSES 1,586,447 6,554,103

V) Profit Before Exceptional And Extra - Ordinary Items& Tax (III-IV) 4,931,817 1,647,189

VI) Exceptional Items - -

VII)Profit Before Extraordinary Items & T ax (V-VI) 4,931,817 1,647,189

VIII)Extraordinary Items - -

IX) Profit Before T ax (III-IV) 4,931,817 1,647,189

IX) Tax Expensesa) Current Tax & Prior Year 1,197,122 2,322,411b) Deferred Tax Assets (110) (354)

X) Profit For The Period Form Continuing Operations 1,197,012 2,322,057

XI) PROFIT FOR THE PERIOD 3,734,805 (674,868)

XII) EARNINGS PER EQUITY SHARE (Face Value Re.1):a) Basic 0.04 (0.01)b) Diluted 0.04 (0.01)

SIGNIFICANT ACCOUNTING POLICIESNOTES ON FINANCIAL STATEMENTS

ParticularsAs at

31.3.2016

Rs.

As at

31.3.2015

Rs.

78 9:; <=; ;:9<;> <? :@:B CD>:EFor Singhvi & SanchetiChartered AccountantsFRN. 110286WSd/-HM SanchetiPartnerM. No. : 043331Place : MumbaiDate :30.05.2016



DIN-01687800

Sd/-Yogesh Gupt a


FGHJH KLMNGPQLMJPGRH RJSJMQT (Formerly Sam Leaseco Ltd)


UV WXY Z[Y YXWZY\ Z] X^X_ `a\XbFor Singhvi & SanchetiChartered AccountantsFRN. 110286W

Sd/-HM SanchetiPartnerM. No. : 043331Place : MumbaiDate :30.05.2016



DIN-01687800

Sd/-Yogesh Gupt a


CASH FLOW STATEMENT FOR THE YEAR ENDED MARCH 31, 2016(Amount in Rs.)

Particulars For the year ended For the year ended March 31, 2016 March 31, 2015

A) CASH FLOW FROM OPERATING ACTIVITIES :

NET PROFIT BEFORE TAX AND EXTRAORDINARY ITEMS 4,931,817 1,647,189

ADJUSTMENT FOR :

Depreciation, Amortisation and Impairment 1,258 2,144

Dividend Income (5,400) -

Loss on Sale of Investment 521 -

(Profit) / Loss on Dimunition of Value of Shares (1,058,513) 5,623,716

Miscellaneous expenditure written off 400,832 400,832

(661,302) 6,026,692

OPERATING PROFIT BEFORE WORKING CAPITAL CHANGES 4,270,516 7,673,881

ADJUSTMENT FOR :

Trade receivable and other loans (4,797,890) 6,612,972

Trade Payable and other liabilities 336,471 35,830

(4,461,419) 6,648,802

CASH GENERATED FROM OPERATIONS (190,904) 14,322,683

Income Tax Paid / (Refund) (net) 541,481 1,841,911

CASH FLOW BEFORE EXTRAORDINARY ITEMS (732,385) 12,480,772

NET CASH FROM OPERATING ACTIVITIES A) (732,385) 12,480,772

B) CASH FLOW FROM INVESTING ACTIVITIES :

Purchase of Investments - (12,287,820)

Sale of Investments 1,082 -

Dividend received 5,400 -

NET CASH FROM / (USED IN) INVESTING ACTIVITIES B) 6,482 (12,287,820)

C) CASH FLOW FROM FINANCING ACTIVITIES :

Proceeds of Long Term Borrowing - 2,710,000

Repayment of Short Term Borrowing - (2,710,000)

NET CASH USED IN FINANCING ACTIVITIES C) - -

NET INCREASE/(DECEASE) IN CASH AND

CASH EQUIVALENTS (A+B+C) (725,903) 192,952

Cash and Cash Equivalent at the Beginning 821,236 628,284

Cash and Cash Equivalent at the Closing 95,333 821,236


cdefe ghijdklhifkdme mfnfilo (Formerly Sam Leaseco Ltd)

pqrst rO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2016

(Amount in Rs.)

1.1 Reconciliation of the number of shares and amount outstanding at the beginning and atthe end of the reporting period :

As atMarch 31, 2016

dhiucjfelokdvfiAL20,00,00,000 Equity Shares of Rs.1/- each 200,000,000 200,000,000(Previous year 20,00,00,000 Equity Shares of Rs.1/- each)

200,000,000 200,000,000Issued Subscribed and Paid up Capital10,20,00,000 Equity Shares of Rs. 1/- each fully paid up 102,000,000 102,000,000(Previous Year 10,20,00,000 Equity Shares of Rs. 1/- each) TOTAL 102,000,000 102,000,000

ParticularsAs at

March 31, 2015

As atwxyz{ |}~ ��}�

Equity shares with voting rightsShares Out standing at the Beginning of the Year - Number of Shares 102,000,000 102,000,000 - Amount 102,000,000 102,000,000Additions During the Year - Number of Shares - - - Amount - -Deductions During the Year - Number of Shares - - - Amount - -Shares Out standing at the end of the Year - Number of Shares 102,000,000 102,000,000 - Amount 102,000,000 102,000,000

ParticularsAs at

March 31, 2015

�� Terms and Right s attached to Equity Shares

—> The Company has only one class of equity shares having a par value of Re.1/-. Each holder ofequity shares is entitled to one vote per share.

—> The Dividend proposed by the Board of Directors is subject to the approval of shareholders exceptin case of interim dividend

—> In the event of liquidation, the equity shareholders are eligible to receive the remaining assets of theCompany after distribution to all preferential amount, in proportion to the shareholding.

1 SHARE CAPITAL :



�� O THE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2016

As at�� ¡

Class of shares / Name of shareholder

Kirti KediaNumber of Shares held 6,000,000 6,000,000% holding in that class of shares 5.88% 5.88%Pragna KediaNumber of Shares held 17,000,000 17,000,000% holding in that class of shares 16.67% 16.67%Chandrakant SobhagyanchandNumber of Shares held 5,967,799 5,967,799% holding in that class of shares 5.85% 5.85%

ParticularsAs at

�� ¢

1.3 Details of shares held by each shareholder holding more than 5% shares :

2 RESERVES AND SURPLUS :

As at�� ¡

1. Reserve Fund 177,500 177,5002. Security Premium 10,000,000 10,000,0003. General Reserve 22,000 22,0004. Surplus

Opening Balance (4,325,390) (3,650,522)Add : Net Profit after tax transferred from Statement ofClosing Balance 3,734,805 (674,868)

(590,585) (4,325,390)

TOTAL 9,608,915 5,874,110

ParticularsAs at

�� ¢

3 LONG TERM BORROWINGS :

As at�� ¡

Loan from Related Parties 210,000 210,000From Others 3,885,657 3,885,657

TOTAL 4,095,657 4,095,657

ParticularsAs at

�� ¢

4 OTHER LONG TERM LIABILITIES :

As at�� ¡

OTHER: Interest Accrued 9,215,092 9,215,092

TOTAL 9,215,092 9,215,092

ParticularsAs at

�� ¢

(Amount in Rs.)

(Amount in Rs.)

(Amount in Rs.)


£¤¥¦¥ §¨©ª¤«¬¨©¦«¤¥ ¦®¦©¬¯ (Formerly Sam Leaseco Ltd)

°±²³´ ²O THE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2016

µ5555 OTHER CURRENT LAIBILITIESOTHER CURRENT LAIBILITIESOTHER CURRENT LAIBILITIESOTHER CURRENT LAIBILITIESOTHER CURRENT LAIBILITIES

As at¶·¸¹º »¼½ ¾¿¼À

Provision for Expenses and Others 402,189 65,752VAT Payable 34 -

TOTAL 402,223 65,752

ParticularsAs at

¶·¸¹º »¼½ ¾¿¼Á

5.1 DETAILS OF DUES TO MICRO, SMALL AND MEDIUM ENTERPRISES :

As at¶·¸¹º »¼½ ¾¿¼À

(i) The principal amount and the interest due thereon (to beshown separately) remaining unpaid to any supplier asat the end of each accounting year. - -

(ii) The amount of interest paid by the buyer in terms of Section16 of the Micro, Small and Medium EnterprisesDevelopment Act, 2006, along with the amounts of thepayment made to the supplier beyond the appointed dayduring each accounting year. Nil Nil

(iii) The amount of interest due and payable for the period ofdelay in making payment (which have been paid butbeyond the appointed day during the year) but withoutadding the interest specified under Micro, Small andMedium Enterprises Development Act, 2006 Nil Nil

(iv) The amount of interest accrued and remaining unpaidat the end of each accounting year. Nil Nil

(v) The amount of further interest remaining due and payableeven in the succeeding year, until such date when theinterest dues as above are actually paid to the smallenterprise for the purpose of disallowance as adeductible expenditure under Section 23 of the Micro,Small and Medium Enterprises Development Act, 2006 Nil Nil

ParticularsAs at

¶·¸¹º »¼½ ¾¿¼Á

6 SHORT - TERM PROVISIONS :

As at¶·¸¹º »¼½ ¾¿¼À

Provision - Others:Income Tax Provision for A.Y. 2015-16 1,448,032 1,448,032Income Tax Provision for A.Y. 2016-17 655,641 -

TOTAL 2,103,673 1,448,032

ParticularsAs at

¶·¸¹º »¼½ ¾¿¼Á

(Amount in Rs.)

(Amount in Rs.)

ÂÃÄÅÄÆÇÈÉÃÊËÇÈÅÊÃÌÄÌÅÍÅÈËÎ

(Form

erly Sam

Leaseco Ltd)

AN

NU

AL R

EP

OR

T 2015-16

58

Ï ANGIBLE ASSETS

1 Furniture & Fixture 11,536 - - 11,536 8,484 1,258 - 9,742 1,794 3,052

TOTAL 11,536 - - 11,536 8,484 1,258 - 9,742 1,794 3,052

PREVIOUS YEAR 11,536 - - 11,536 6,340 2,144 - 8,484 3,052 5,196

G R O S S B L O C K N E T B L O C K

Sr.No.

Description Ð Ñ Ò Ó Ô Ò Ñ Õ

01.04.15Addition Cost As on

31.03.16 As on

01.04.15Deduction As on

31.03.16 As on

31.03.16 As on

31.03.15

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2016

7 FIXED ASSETS :

Deduction For theYear

D E P R E C I A T I O N

Ö × Ø Ù Ú Û Ü Ý Û Þ ß à á


âãäåä æçèéãêëçèåêãìä ìåíåèëî (Formerly Sam Leaseco Ltd)

ïðñòó ñO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2016(Amount in Rs.)

8 NON - CURRENT INVESTMENTS :

Particulars Face No. of As at No. of As at

Value Shares 31.03.2016 Shares 31.03.2015

Long T erm Investment s

NON -TRADE:In Equity Shares-Quoted, fully paid upIndustrial Finance Corporation of India 10 100 4,210 100 3,335RDB Realty Infrastructure Ltd. 10 1,900 49,495 1,900 51,870Reliance Infrastrucure Ltd. 10 100 7,000 100 7,000State bank of India 10 2,500 55,000 250 55,000Unno Industries 1 116,453 695,224 116,453 376,143In Equity Shares - Unquoted, fully paid upGateway Chemist Ltd 10 250 2,500 250 2,500Pasupati Fabrics Ltd 10 5,000 50,000 5,000 50,000Samata Sahakari Bank Ltd 10 2,040 51,000 2,040 51,000

In Bond - unquoted, fully paid up No. of No. of Bond Bond

UTI ARS Bonds 10 536 8,435 536 8,435

922,865 605,284

Aggregate amount of quoted investments 810,929 493,348Aggregate market value of quoted investments 652,877 874,281Aggregate amount of unquoted investments 111,935 111,935

10 LONG - TERM LOANS & ADVANCES :

As atôõö÷ø ùúû üýúþ

Capital Advances 28,000,000 28,000,000Inter Corporate loans & Advances 82,771,424 -Other Loans and Advances :- Advance Recoverable in Cash Or in Kind for Value to be received 1,697,599 1,697,599- Others 2,688,537 -

TOTAL ‘ 115,157,560 29,697,599

ParticularsAs at

ôõö÷ø ùúû üýúÿ

9 DEFERRED TAXES ASSETS (Net) :

As atôõö÷ø ùúû üýúþ

Deferred Tax Assets 1,961 1,852

TOTAL 1,961 1,852

ParticularsAs at

ôõö÷ø ùúû üýúÿ

O�� (Formerly Sam Leaseco Ltd)


N� �� O THE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2016(Amount in Rs.)

11 OTHER NON CURRENT ASSETS

As atM��

OthersMiscellenous Expenses 400,832 801,664

TOTAL 400,832 801,664

ParticularsAs at

M��

12 CURRENT INVESTMENT

As atM��

In Equity Shares - Quoted, fully paid upGrandma Trading and Agencies ltd(C.Y. 4,72,323 Shares of Re. 1 & P.Y. 471,810 of Re. 1) 10,045,214 9,305,886

10,045,214 9,305,886

Aggregate amount of quoted investments 10,045,214 9,305,886Aggregate market value of quoted investments 10,045,214 9,305,886Aggregate amount of unquoted investments - -

ParticularsAs at

M��

13 TRADE RECEIVABLES :

As atM��

UnsecuredOutstanding for a period exceeding six months fromdue datei) Considered good 800,000 800,000ii) Considered doubtful - -Other Debtsi) Considered good - -ii) Considered doubtful - -

TOTAL 800,000 800,000

ParticularsAs at

M��

14 CASH & CASH EQUIVALENT :

As atM��

Cash on Hand 5,642 139,461Balance with Banks in - Current Account 89,691 681,775

TOTAL 95,333 821,236

ParticularsAs at

M��


�� !"�#$ !�#�%� %�&�!$' (Formerly Sam Leaseco Ltd)

1( SHORT TERM LOANS & ADVANCES :

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2016(Amount in Rs.)

16 Income From Operation :

As at)*+,- ./0 23/4

Unsecured, Considered GoodOthers Inter Corporate loans & Advances - 78,114,096Others - 2,547,975

TOTAL - 80,662,071

ParticularsAs at

)*+,- ./0 23/5

As at)*+,- ./0 23/4

Sales 1,098,055 -

TOTAL 1,098,055 -

ParticularsAs at

)*+,- ./0 23/5

17 OTHER INCOME :

As at)*+,- ./0 23/4

Dividend 5,400 -Interest Income 5,414,809 8,201,292

TOTAL 5,420,209 8,201,292

ParticularsAs at

)*+,- ./0 23/5

18 Purchase of Stock - in - trade

As at)*+,- ./0 23/4

Purchase 1,097,370 -

TOTAL 1,097,370 -

ParticularsAs at

)*+,- ./0 23/5

67898 :;<=7>?;<9>7@8 @9A9<?B (Formerly Sam Leaseco Ltd)


CDEFG EO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2016(Amount in Rs.)

19 Employee Benefit Expenses

As atHIJKL PQR STQU

Salary 315,500 -

TOTAL 315,500 -

ParticularsAs at

HIJKL PQR STQV

20 OTHER EXPENSES :

As atHIJKL PQR STQU

Advertising expenses 32,484 34,227Auditor remuneration 34,350 38,202Bank Charges 4,356 10,145Custodian Fees 103,050 73,405Demat Charges 573 1,124E-Voting & Registrar Fees 11,400 -Filling Fees 32,230 7,227Legal and Professional Fees 15,618 13,483Listing Fees 229,000 97,509Loss on Sale of current Investments 521 -Miscellaneous Expenditure written off 400,832 400,832Provision for dimunation in the value of investments (1,058,513) 5,623,716Office and Miscellaneous expenses 366,418 252,089

TOTAL 172,319 6,551,959

ParticularsAs at

HIJKL PQR STQV


WXYZY [\]^X_`\]Z_XaY aZbZ]`c (Formerly Sam Leaseco Ltd)

[W]`Y ]O THE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2016

21. SIGNIFICANT ACCOUNTING POLICIES:

A. BASIS OF PREPARATION OF ACCOUNTS:The financial statements have been prepared and presented under historical cost convention on theaccrual basis of accounting and comply with other pronouncements of the Institute of CharteredAccountants of India (ICAI), Accounting Standard prescribed under section 133 of The CompaniesAct, 2013 read with Rule 7 of the Companies (Accounts) Rules 2014 to the extent applicable. TheFinancial Statements have been prepared under historical cost convention on an accrual basisexcept in case of assets for which provision for impairment is made. Accounting policies have beenconsistently applied by the Company and are consistent with those used in the previous year.

B. USE OF ESTIMATES:The preparation of financial statements in conformity with Generally Accepted Accounting Principles(GAAP) requires management to make estimates and assumptions that affect the reported amountsof assets and liabilities and disclosure of contingent liabilities at the date of financial statementsand reported amounts of revenue and expenses for the year. Although these estimates are basedupon management’s best knowledge of current events and actions, actual results could differ fromthese estimates. Difference between the actual results and estimates are recognized in the periodin which the results are known / materialized.

C. TANGIBLE ASSETS:Fixed Assets are stated at cost (Net of VAT wherever applicable) less accumulated depreciationand impairments, if any. Cost comprises the purchase price and any attributable costs of briningthe asset to its working condition for intended use. They are stated at historical cost.

D. DEPRECIATION:Depreciation on Fixed Assets is provided on “Written Down Value” method and at the rates prescribedin Schedule II of the Companies Act, 2013. Depreciation on addition to fixed assets is provided onpro-rata basis from the date of acquisition or installation. Depreciation on assets sold, discarded,demolished or scrapped, is provided up to the date on which the said asset is sold, discarded,demolished or scrapped.

E. IMPAIRMENT OF ASSETS:

i. At each Balance Sheet date, the Company determines whether a provision should be madefor impairment loss on fixed assets by considering the indications that an impairment lossmay have occurred in accordance with Accounting Standard (AS)-28 “Impairment of Assets”.

ii. After Impairment, depreciation is provided on the revised carrying amount of the assets.

iii. A previously recognized impairment loss is increased or reversed depending on changes incircumstances. However, the carrying value after reversal is not increased beyond the carryingvalue that would have prevailed by charging usual depreciation if no impairment loss hadbeen recognized.

defgf hijkelmijglenf ngogjmp (Formerly Sam Leaseco Ltd)


q. INVESTMENTS:i. Investments that are intended to be held for more than a year from the date of acquisition and those

having fixed maturity period of more than a year are classified as long-term Investments and arestated at cost. Provision for diminution in value of long-term investment is made, if the diminution invalue is other than temporary.

ii. Current investments are valued at cost or market value, whichever is lower, on scrip wise basis.

iii. Reclassification of investment is made at the lower of cost and fair value at the date of transferwherever available.

G. RECOGNITION OF INCOME AND EXPENDITURE:Revenues/Incomes and Costs/Expenditures are generally accounted on accrual basis as they areearned or incurred.

DIVIDEND:Dividend is recognized when the right to receive is established.

INTEREST:Interest income is recognized on a time proportion basis taking into account the amount outstandingand the rate applicable.

H. EARNING PER SHARE:Basic earnings per share are calculated by dividing the net profit or loss for the year attributable toequity shareholders by the weighted average number of equity shares outstanding during the year.For the purpose of calculating diluted earnings per share, the net profit or loss attributable to equityshareholders and the weighted average number of shares outstanding during the year are adjustedfor the effects of all dilutive potential equity shares.

I. PROVISION FOR CURRENT AND DEFERRED TAX:Tax expense comprises of Current and Deferred tax.

Deferred Income tax reflects the impact of current year timing differences between taxable income/losses and accounting income for the year and reversal of timing differences of earlier years.Deferred tax is measured on the tax rates and tax laws enacted or substantively enacted as at theBalance Sheet date. Deferred tax assets are recognized only to the extent that there is reasonablecertainty that sufficient future taxable income will be available against which such deferred taxassets can be realized. In respect of carry forward losses deferred tax assets are recognized onlyto the extent there is virtual certainty that sufficient future taxable income will be available againstwhich such losses can be set - off.

J. PROVISIONS / CONTINGENCIES:A Provision is created when an enterprise has a present obligation as a result of past event thatprobably requires an outflow of resources and a reliable estimate can be made of the amount andit is probable that an outflow of resources will be required to settle the obligation. A disclosure forContingent Liability is made when there is a possible obligation or a present obligation that may,


rstut vwxysz{wxuzs|t |u}ux{~ (Formerly Sam Leaseco Ltd)

�� present obligation in respect of which the likelihood of outflow of resources is remote, no provisionor disclosure is made.

The Company does not recognize assets which are of contingent nature until there is virtual certaintyof reliability of such assets. However, if it has become virtual certain that an inflow of economicbenefits will arise, assets and related income are recognized in the financial statements of theperiod in which the change occurs.

K. RETIREMENT BENEFITS:In absence of the employee, the Company has no obligation to make provision for economic/termination benefit.

L. SEGMENT REPORTING:The Company is engaged primarily in the business of investment and accordingly there are noseparate reportable segment as per Accounting standard As-17 ‘Segment Reporting’s issued byICAI.

22. RELATED PARTY TRANSACTIONS:Details of Related party transactions are as under:

a. List of related parties and relationship where control exists or with whom transactions were enteredinto:

Relationship Name of the Related Party

Associates S. Ramdas (Prop. Milan Dalal)

Key Management Personnel Mr. Rajkishore Maniyar

Mr. Nitin Eknath Velhal

Mr. Yogesh Gupta

Transactions during the year with related parties:

Sr. Nature of Transaction Associates Key Management

No. Personnel

2015-16 2014-15 2015-16 2014-15

1. Repayment of Loans & advance given

Nitin Velhal - - 0 3,500

2. Outstanding Receivable at the year end

S. Ramdas (Prop. Milan Dalal) 1,697,599 1,697,599 - -

3. Outstanding Payable at the year end

Yogesh Gupta - - 210,000 210,000

�� ¡ (Formerly Sam Leaseco Ltd)


¢£¤ CONTINGENT LIABILITIES NOT PROVIDED FOR:

a. The Liability for workman compensation of Rs.45,174/- is disputed by the company and thematter is lying in Labour Court.

b. The liability for Loan amount Rs.27,33,157/- is not provided as the matter is pending with thecustodian under special court Trial of offence relating to transactions in Security Act, 1992.

c. The liability for interest amount Rs.92,15,092/- is not provided as the matter is pending withthe custodian under special court Trial of offence relating to transactions in Security Act,1992.

24. IN THE OPINION OF THE DIRECTORS:

a. The Current Assets and Loans & Advances are approximately of the value stated, if realizedin the ordinary course of business.

b. The provision for depreciation and for all known liabilities is adequate and not in excess ofthe amount reasonably necessary.

25. EARNINGS PER SHARE:

PARTICULARS 2015-16 2014-15

Profit after Tax (Rs.) 3,734,805 (674,868)

No. of shares outstanding 102,000,000 102,000,000

Weighted Average no. of shares + potential shares

outstanding 102,000,000 102,000,000

Earnings per share (Basic) (Rs.) 0.04 (0.01)

Earnings per share (Diluted) (Rs.) 0.04 (0.01)

26. REMUNERATION TO AUDITORS :

PARTICULARS 2015-16 2014-15

Audit Fees 34,350 15,977

Taxation Matters 0 22,225

Total : 34,350 38,202


¥¦§¨§ ©ª«¬¦®ª«¨¦¯§ ¯¨°¨«®± (Formerly Sam Leaseco Ltd)

²³´ Reporting under Schedule V of SEBI (LODR), 2015, is not applicable to the company, as there isno loan given to subsidiary or Associates as defined under section 186 of the Companies Act, 2013and no loans and advances are given which is outstanding for a period of more than seven years.

28. Details of Companies as required to be given under section 186(4) of the Companies Act, 2013 areforming part of the financial statements.

29. All assets and liabilities have been classified as current or non-current as per the Company’snormal operating cycle and other criteria set out in the Revised Schedule III to the Companies Act,2013. Based on the nature of products and the time between the acquisition of assets for processingand their realization in cash and cash equivalents, the Company has ascertained its operatingcycle as 12 months for the purpose of current – noncurrent classification of assets and liabilities.

30. The Company had incurred heavy expenditure on Filing fees to Registrar of Companies, BSE Ltdand Preferential Share Issue, Since the amount incurred was very high, the management hasdecided to write it off in a span of five years, the same practice was followed from old companiesAct, 1956 and even in Revised Schedule VI of the Companies Act, 1956. The same practice iscontinued and followed in Schedule III of the Companies Act, 2013. If these would have been writtenoff the loss would have been higher by Rs.400,832.

31. The previous year’s figures have been regrouped and rearranged wherever necessary to make incompliance with the current financial year.

As per our report of even date.For Singhvi & SanchetiChartered AccountantsFRN. 110286W For and on behalf of the Board

Sd/- Sd/- Sd/-H.M. Sancheti Rajkishore Maniyar Yogesh GuptaPartner Managing Director DirectorM. No. : 043331 (01687800) (00239016)

Place: MumbaiDate: 30.05.2016

Form No. MGT -11PROXY FORM

[Pursuant to Sec 105(6) of the Companies Act, 2013 and Rule 19(3) of the Companies(Management and Administration) Rules, 2014]

µ¶·¸· ¹º»¼¶½¾º»¸½¶¿· ¿¸À¸»¾Á

(Formerly Sam Leaseco Limited)CIN : ¿ÂÃ101MH1980PLC022765

Registered Office: H-4-5, Everest Building, 9th Floor Tardeo Road, Mumbai – 400 034, MaharashtraTel: 022 23524404 / 03 Email: [email protected]; Website: www.oasisnutra.com

I / We, being the holder(s) of ________________shares of ÄÅÆÇÆ ÈÉÊËÅÌÍÉÊÇÌÅÎÆ ÎÇÏÇÊÍÐ, hereby appoint

1. Name: ________________________________________ Email Id: ______________________________Address : ___________________________________________________________________________Signature: _______________________________ or failing him / her

2. Name: ________________________________________ Email Id: ______________________________Address : ___________________________________________________________________________Signature: _______________________________ or failing him / her

3. Name: ________________________________________ Email Id: ______________________________Address : __________________________________________________________________________Signature: _______________________________ or failing him / her

as my / our Proxy to attend and vote (on a poll) for me / us and on my / our behalf at the 35th AnnualGeneral Meeting of the Company, to be held on Friday , 30th September , 2016 at H-4-5, Everest Building,9th Floor T ardeo Road, Mumbai – 400 034, Maharashtra at 4:00 pm and at adjournment thereof inrespect of such resolution as are indicated below:

Signed this________day of ____ 2016

…………............……………….. ………...…............………………..Signature of shareholder Signature of proxy holder(s)

Note: This form of Proxy in order to be effective should be duly completed and deposited at Registered Office of the Company.

AffixRevenue

Stamp

Name of the member(s) :

Registered Address:

Email Id :

Folio No. / Client Id :

DP ID :

No. Resolution

ORDINARY BUSINESS

1. Adoption of Financial Statements and reports thereon for the year ended March 31, 20162. Re-appointment of Mr. Yogesh Gupta as Director who retires by rotation.3. Ratification Appointment of M/s. Singhvi and Sancheti as Statutory Auditors of the Company.SPECIAL BUSINESS4. Approve the appointment of Mr. Rajkishore Maniyar as the Managing Director.5. Approve the appointment of Ms. Daksha Kakadiya as Independent Director.6. Approval to enter into any contract or arrangements / or transaction entered into with Perfect Vitamins Private Limited7. Approval and ratification under Section 27 of the Companies Act, 2013

ÑÒÓÔÓÕÖ×ØÒÙÚÖ×ÔÙÒÛÓÛÔÜÔ×ÚÝ

(Formerly Sam Leaseco Limited)CIN : Þßà101MH1980PLC022765

Registered Office: H-4-5, Everest Building, 9th Floor Tardeo Road, Mumbai – 400 034, MaharashtraTel: 022 23524404 / 03 Email: [email protected]; Website: www.oasisnutra.com

áTTENDANCE SLIP

35TH ANNUAL GENERAL MEETING – FRIDAY, 30TH SEPTEMBER, 2016

I hereby record my presence at the 35th Annual General Meeting of the Company on âãäåæç, 30th

September , 2016 at H-4-5, Everest Building, 9 th Floor Tardeo Road, Mumbai – 400 034, Maharashtra

at 4:00 pm and at any adjournment thereof.

_________________________________________

Member’s/Proxy’s Signature

(To be signed at the time of handing over this slip)

èéêëì[Shareholder / Proxy holder wishing to attend the meeting must bring the Attendance Slip to the meetingand hand over the same at the entrance after the same has been duly signed]

Name of the attending Member : ______________________________________________________(In Block Letters)

Folio No. : _______________________________________________________

Name of the Proxy : ______________________________________________________

(To be filled in if the Proxy attends instead of the Member)

No. of Shares Held : _________________________________ (in words) _________________(Figures)

í î ï ð ñ ò ó fice: H-4-5, Everest Building, 9th Floor, Tardeo Road, Mumbai – 400 034, Maharashtra

If undelivered, return toOasis Nutraceuticals Limited

Regd. Off.: H-4-5, Everest Building, 9th FloorTardeo Road, Mumbai – 400 034, Maharashtra

ôõõö ÷ øõùú

35th annual report 2015-2016 - moneycontrol.com · mr. nitin velhal mr. yogesh gupta mr. devanshu...

Documents