Oasis Tradelink Ltd

FOR FINANCIAL YEAR 2023-24

To,

The Members,

Oasis Tradelink Limited (In Liquidation)

(CIN: L51909GJ1996PLC031163)

Pursuant to order dated 26-02-2019 of the Hon'ble National Company Law Tribunal - Ahmedabad Bench at Ahmedabad (“NCLT Order”), Corporate Insolvency Resolution Process (“CIRP Process”) has been initiated for the Company in accordance with the provisions of the Insolvency and Bankruptcy Code, 2016, (“Code”) and related rules and regulations issued there under with effect from 26-02-2019 (Corporate Insolvency Resolution Process Commencement Date). The Hon'ble NCLT has appointed Mr. Ramchandra Dallaram Choudhary as Resolution Professional vide order dated 13-06-2019 which was confirmed by the Board on 26-07-2019. Further, the Hon'ble NCLT, Ahmedabad had on 04-12-2019, in the matter C.P. (I.B) No. 433/NCLT/AHM/2018, passed an order for initiation of Liquidation against the Corporate Debtor, M/s. Oasis Tradelink Limited (In liquidation). In the same order, Mr. Ramchandra Dallaram Choudhary have been appointed as the Liquidator by the NCLT u/s 34(1) of the Insolvency and Bankruptcy Code, 2016 (the Code).

Further, the Hon'ble NCLT, Ahmedabad Bench has vide order dated 21-03-2022 in IA/224(AHM) 2022 in CP (IB) 433 of 2018 allowed the Liquidator to sell the Corporate Debtor as a going concern to the interested buyer namely Mr. Niranjan Jain. Further, vide order dated 04-05-2022 in IA 342 (AHM) 2022 in CP (IB) 433 of 2018 read with interim order dated 20-04-2022 the Hon'ble NCLT, Ahmedabad Bench have ordered that the applicant is entitled to the reliefs and concessions subject to the Provisions of Law relating to them and Rulings of the Apex Court in case of 'Ghanshyam Mishra".

The powers of the Board of Directors of the Company stand suspended effective from the Liquidation Process commencement date and such powers along with the management of affairs of the Company are vested with the Liquidator. In view hereof, Annual General Meeting is being called and convened by the Order of Liquidator.

1. FINANCIAL HIGHLIGHTS:

(Amount

2. OPERATION & REVIEW:

The Company under CIRP and has not undertaken any business activities during year.

3. DIVIDEND:

Your Company is under Liquidation, therefore does not recommend any dividend for the year 2023-24.

4. DETAILS OF S UBSIDIARY, JOINT VENTURE OR ASSOCIATES COMPANIES AND ITS PERFORMANCE AND FINANCIAL POSITION:

The Company does not have any Subsidiary, Joint venture or Associate Company.

5. Details of Holding Company:

The Company does not have any Holding Company.

6. SECRETARIAL STANDARDS:

The Liquidators state that the applicable Secretarial Standards i.e SS-1 and SS-2, issued by the Institute of Company Secretaries of India, relating to Meeting of Board of Directors and General Meetings respectively have been duly complied with.

During the year under review, no board meeting was held as the power of the board remain suspended and vested with the liquidator as per the provisions of the Insolvency and Bankruptcy Code, 2016.

7. SHARE CAPITAL:

There is no change in the Authorized and Paid up Share Capital of the Company during the year under review. Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

A) Issue of equity shares with differential rights

B) Issue of sweat equity shares

C) Issue of employee stock options

D) Provision of money by company for purchase of its own shares by employees or by trustees for the benefit Of employees.

8. Authorized Capital:

The Authorized Capital of the Company, as at closure of financial year 2023-24, was Rupees 10,90,00,000.00 (Ten crore ninety lakh Rupees only) divided into 10900000 (One Crore Nine Lakh) Equity Shares of Rupees 10.00 (Rupees Ten Only) each

9. Issued, Subscribed & Paid-up Capital :

Issued, Subscribed & Paid-up Capital of the Company, as at closure of financial year 2023-24, was Rs. 10,87,46,360.00 divided into 10874636 Equity Shares of 10.00 each.

10. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:

Since there was no unpaid/ unclaimed dividend, the provisions of Section 125 of the Companies Act, 2013 does not apply during the financial year.

11. TRANSFER TO RESERVES:

The Company has not transferred any amount to reserves during the year under review.

12. CHANGE IN THE NATURE OF THE BUSINESS:

During the year, there is no change in the nature of the business of the Company.

13. LISTING ON STOCK EXCHANGES:

Your Company's shares are listed on BSE Limited.

14. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

The directors and KMP of the company as on March 31, 2024, are as under:

Pursuant to the NCLT order for commencement of the CIRP/ initiation of the Liquidation process and in line with the provisions of the Code, the powers of the Board of Directors stand suspended and exercised by Liquidator.

15. NUMBER OF BOARD MEETINGS:

During the year under review, no board meeting was held as the power of the board remains suspended and vested with the liquidator as per the provisions of the Insolvency and Bankruptcy Code, 2016.

16. BOARD EVALUATION:

During the financial year, no evaluation of the board is being carried out as the power of the board remains suspended and vested with the liquidator as per the provisions of The Insolvency and Bankruptcy Code, 2016.

17. DIRECTOR'S RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5) of the Companies Act, 2013, based on internal financial controls, work performed by the internal, statutory, cost, and secretarial auditors and external agencies, the reviews performed by the management and with the concurrence of the Liquidator that for the year ended 31st March 2024, the confirmation is hereby given for the Company having:

a. Followed in the preparation of the annual accounts, and the applicable accounting standards with proper explanation relating to material departures.

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

c. Taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. Prepared the annual accounts on a going concern basis.

e. Laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

f. Devised proper systems to ensure compliance with the provisions of all applicable laws and those such systems were adequate, operating effectively and the same is being strengthened on a continuous basis from time to time.

18. A STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS UNDER SUB-SECTION (6) OF SECTION 149:

The power of the board including the Independent directors remains suspended and vested with the liquidator as per the provisions of the Insolvency and Bankruptcy Code, 2016.

19. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

As required by SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 with the Stock Exchange, the Management Discussion and Analysis report form part of the Annual Report and is annexed herewith as Annexure - A.

20. CORPORATE GOVERNANCE:

Your Company strives to incorporate the appropriate standards for corporate governance. As stipulated in Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Report on Corporate Governance and Certificate of the Practicing Company Secretary with regards to compliance with the conditions of Corporate Governance is annexed to the Board's Report as Annexure B.

21. ADEQUACY OF INTERNAL FINANCIAL CONTROLS:

The Company's internal financial control systems are commensurate with the nature of its business and the size and complexity of its operations, However the operations of the company remain suspended and during the year under review there is no sale/ purchase transaction.

22. DEPOSITS:

Your Company has neither invited not accepted any fixed deposit from the public during the year under review.

23. RELATED PARTY TRANSACTIONS:

No related party transactions had taken place during the year under review.

24. LIQUIDATION PROCESS:

Pursuant to order dated 26-02-2019 of the Hon'ble National Company Law Tribunal - Ahmedabad Bench at Ahmedabad (“NCLT Order”), Corporate Insolvency Resolution Process (“CIR Process”) has been initiated for the Company in accordance with the provisions of the Insolvency and Bankruptcy Code, 2016, (“Code”) and related rules and regulations issued there under with effect from 26-02-2019 (Corporate Insolvency Resolution Process Commencement Date). The Hon'ble NCLT has appointed Mr. Ramchandra Dallaram Choudhary as Resolution Professional vide order dated 13-06-2019 which was confirmed by the Board on 26-07-2019. Further, the Hon'ble NCLT, Ahmedabad had on 04-12-2019, in the matter C.P. (I.B) No. 433/NCLT/AHM/2018, passed an order for initiation of Liquidation against the Corporate Debtor, M/s. Oasis Tradelink Limited (In liquidation). In the same order, Mr. Ramchandra Dallaram Choudhary have been appointed as the Liquidator by the NCLT u/s 34(1) of the Insolvency and Bankruptcy Code, 2016 (the Code).

Further, the Hon'ble NCLT, Ahmedabad Bench has vide order dated 21-03-2022 in IA/224(AHM)2022 in CP (IB) 433 of 2018 allowed the Liquidator to sell the Corporate Debtor as a going concern to the interested buyer namely Mr. Niranjan Jain. Further, vide order dated 04-05-2022 in IA 342 (AHM) 2022 in CP (IB) 433 of 2018 read with interim order dated 20-04-2022 the Hon'ble NCLT, Ahmedabad Bench have ordered that the applicant is entitled to the reliefs and concessions subject to the Provisions of Law relating to them and Rulings of the Apex Court in case of 'Ghanshyam Mishra".

25. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

During the year under review, the Company has not given any loan, guarantee or provided security in connection with the loan to any other body corporate or person or made any investments. Hence no particulars of the loans, guarantees or investments falling under the provisions of Section 186 of the Companies Act, 2013 are provided by the Board.

26. EXTRACT OF ANNUAL RETURN:

The company is not maintaining a functional website for the year under review.

27. A STATEMENT INDICATING DEVELOPMENT AND IMPLEMENTATION OF A RISK MANAGEMENT POLICY FOR THE COMPANY INCLUDING IDENTIFICATION THEREIN OF ELEMENTS OF RISK, IF ANY, WHICH IN THE OPINION OF THE BOARD MAY THREATEN THE EXISTENCE OF THE COMPANY:

The main objective of Risk Management is risk reduction and avoidance as also identification of the risks faced by the business and optimize the risk management strategies. The Company has put in place a well-defined Risk Management framework for drawing up, implementing, monitoring and reviewing the Risk Management.

28. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:

The Company has not developed and implemented any Corporate Social Responsibility initiatives as the said provisions are not applicable.

29. SIGNIFICANT AND MATERIAL ORDER PASSED BY REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE:

The Liquidator has filed application for seeking necessary directions against respondents under section 43, 66 and 68 of the Insolvency and Bankruptcy Code, 2016 in the matter of Shri Ramchandra D. Choudhary Liquidator of M/s Oasis Tradelink Limited Vs. Snehal Bharatbhai Patel & Ors. The said matter is pending before the Hon'ble NCLT, Ahmedabad Bench.

30. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:

Except as disclosed in this report, there were no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year and the date of this report.

31. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The particulars as required under the provisions of Section 134(m) of the Companies Act, 2013 in respect of conservation of energy and technology absorption have not been furnished as the operation of the company remain suspended. Further, during the year under review, the Company has neither earned nor used any foreign exchange.

32. PARTICULARS OF EMPLOYEES:

There are no employees during the year under review.

33. AUDITORS:

1. STATUTORY AUDITORS

M/s. Purushottam Khandelwal & Co., (FRN: 123825W), Chartered Accountants, Ahmedabad were appointed as Statutory Auditors of the Company at the 27th Annual General Meeting held on 30th September, 2023 for a term of one years. The present term is expiring at the 28 Annual general meeting of the Company. In terms of provision of Section 139(2) of the Companies Act, 2013, M/s. Purushottam Khandelwal & Co., (FRN: 123825W), Chartered Accountants, Ahmedabad (FRN: 123825W) may be re-appointed for further period of 5 (five) years i.e. from the conclusion of 28th Annual General till 33 Annual General Meeting of the Company to be held in the year 2029 and hence Liquidators recommends resolution for re-appointment of. M/s. Purushottam Khandelwal & Co., (FRN: 123825W), Chartered Accountants, Ahmedabad as statutory auditor of the Company. The Remarks given by the Statutory Auditor & its reply is mentioned hereunder:

1) The Company has not made a provision for doubtful debts on its trade receivables of Rs. 11.46 Crore, which are outstanding for a long period. The absence of a provision for doubtful debts on long outstanding receivables results in an overstatement of assets and an understatement of expenses in the financial statements.

2) The Company's GST registration has been suspended by the GST Department. However, the Financial statements continue to show a GST receivable balance of Rs. 60.81 lacs. This raises significant doubt about the recoverability of the GST receivable balance, without a valid GST registration.

Further, reported during the financial year the power of the Board stood suspended as the Company is undergoing the liquidation processvide the order of the Hon'ble National Company Law Tribunal, Ahmedabad Bench dated Dec 4, 2019 and Mr. Ramchandra Dallaram Chaudhary is being a ppointed as L iquidator. The power of the B oard is being exercised by Liquidator and no Board Meeting/Committee Meeting/Independent Director meeting held during the financial year under review.

2. COST AUDITORS:

The Company has not appointed the Cost Auditor as pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Amendment Rules, 2014, as the provisions of the cost audit are not applicable to the Company.

3. SECRETARIAL AUDITORS & SECRETARIAL COMPLIANCE REPORT:

The Company has appointed Mr. Anand Lavingia, Practicing Company Secretary, to conduct the secretarial audit of the Company for the financial year 2023-24, as required under Section 204 of the Companies Act, 2013 and Rules thereunder. The Secretarial Audit Report for the financial year 2023-24 is annexed to this report as an Annexure C. There were certain qualifications, observations, reservation or comments or other remarks in the Secretarial Audit Reports.

The Remarks given by the Secretarial Auditor & its reply is mentioned hereunder:

Further, reported during the financial year the power of the Board stood suspended as the Company is undergoing the liquidation process vide the order of the Hon'ble National Company Law Tribunal, Ahmedabad Bench dated Dec 4, 2019 and Mr. Ramchandra Dallaram Chaudhary is being a ppointed as L iquidator. The power of the B oard is being exercised by Liquidator and no Board Meeting/Committee Meeting/Independent Director meeting held during the financial year under review Liquidator hereby comment that The Company takes all measures to comply with the entire requirement.

34. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB-SECTION (12) OF SECTION 143 OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT:

During the year under review, there have been no instances of fraud reported by the Statutory Auditors under Section 143(12) of the Act and Rules framed thereunder, either to the Company or to the Central Government.

35. AUDIT COMMITTEE/ NOMINATION AND REMUNERATION COMMITTEE/ STAKEHOLDERS' RELATIONSHIP COMMITTEE:

No committee meetings were held during the year under review, as the power of the Board of directors stood suspended as per the provisions of Insolvency & Bankruptcy Code, 2016.

The following are the members of the Committee :

Audit Committee

36. DISCLOSURE UNDER THE S EXUAL HARASSMENT OF W OMEN AT WORKPLACE (PREVENTION, PROHIBITION, AND

REDRESSAL) ACT, 2013:

Not applicable during the financial year under review as there is no employee in the company during the year.

37. Details of difference between Valuation Amount on one time settlement and valuation while availing loan from Banks and Financial Institutions:

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

38. ACKNOWLEDGEMENTS:

Liquidator place on record their gratitude for the continuing support of Shareholders, bankers and Business associates at all levels.