DIRECTORS' REPORT Your Directors have great pleasure in presenting the Twenty First Annual Report together with the Audited Accounts of the Company for the year ended 31st March, 2015. OPERATIONAL REVIEW : Your Company has earned income of Rs.5,79,302 during the current year as compared to Rs.7,20,626. earned in previous year. The company has achieved Net Profit after Taxes of Rs.1,87,800 as compared to Net profit of Rs.98,077 in immediately preceding financial year. The Company has posted better operational and financial performance for the year under review, which has happened due to the commitment and untiring efforts of management. DIVIDEND : In view of Nominal profits after taxes, the Directors have decided not to recommend any dividend for the year ended 31st March, 2015. SHARE CAPITAL OF THE COMPANY : The Paid up Equity Share Capital,as at 31st March, 2015 was Rs. 50,00,000/- divided into 5,00,000 Equity shares, having face value of Rs. 10/- each fully paid up. During the year under review, the Company has not issued any shares with differential voting rights nor granted any stock options nor sweat equity. SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES: The Company does not have any subsidiaries, joint ventures or associate companies. FIXED DEPOSITS: Your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014 during the year. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS: There was no loans, guarantees or investments made by the Company under Section 186 of the Companies Act, 2013 during the year under review and hence the said provision is not applicable. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES: The Provisions of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules 2014, were not applicable to the Company for the Financial Year 2014-15. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS There are no significant and material orders passed by the Regulators or Courts that would impact the going status of the Company and its future operations. DIRECTORS RESPONSIBILITY STATEMENT : To the best of our knowledge and belief and according to the information and explanations obtained, Directors make the following statement in terms of Section 134 of the Companies Act, 2013: (a)in the preparation of the Annual Accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any; (b)the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit of the company for that period; (c)the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; (d)the Directors had prepared the annual accounts on a going concern basis; (e)the Directors, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively. (f) the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively. EXTRACT OF ANNUAL RETURN : The details forming part of the extract of the Annual Return in form MGT-9, as required under Section 92 of the Companies Act, 2013, is included in this Report as Annexure 'A' and forms an integral part of this Report. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL : Your Company has three (3) Directors of which all are Independent Directors. (i)Mrs. Renu Soni (DIN 02651979) resigned from the Board w.e.f. 30th March, 2015. The Board placed on record its appreciation for the valuable services rendered and contribution made by Mrs. Renu Soni during her tenure as Director of the Company. (ii)During the year under review, the Company has appointed Mrs. Subrata Paul as an Additional/ Independent Director of the Company with effect from 30th March, 2015. Your Board proposes to regularize her appointment and appoint her as an Independent Director of the Company under Section 149 and 161(1) of the Act for one term of Five Years commencing from 30th March, 2015. All Independent Directors have given declaration that they meet the criteria of independence as laid under Section 149(6) of the Companies Act, 2013 and Clause 49 of Listing Agreement. During the year under review, the Company has not appointed any persons as the Key Managerial Personnel. BOARD EVALUATION : Pursuant to the provisions of the Companies Act, 2013, and Clause 49 of the Listing Agreement, the Board has carriedout an evaluation after taking into consideration various aspects of the Board's functioning, composition of the Board and its Committees, culture, execution and performance of specific duties, remuneration, obligations and governance.The Board of Directors expressed their satisfaction with the evaluation process. Number of Meetings of The Board of Directors:During the year 5 Board Meetings were convened and held on 30.05.2014, 13.08.2014, 15.11.2014, 14.02.2015 and 30.03.2015.Details of these are as follows: AUDIT COMMITTEE: In accordance with the provisions of the Listing Agreement and Corporate Governance, the Company has constituted an Audit Committee comprising of three Directors. The Board terms of reference of the Audit Committee are in consonance with the provisions of Section 177 of the Companies Act, 2013 and of the Listing Agreement. The Committee acts as a link between the Management, the statutory Auditors and the Board of Directors of the Company. The Committee focuses its attention on monitoring the financial reporting system within the Company, considering Quarterly & Annual Financial Results of the Company and submitting its observations to the Board of Directors before its adopted by the Board, review of internal audit report, internal control system, audit methodology and process, major accounting policies and practice, compliance with accounting standards. Committee also reviews the legal compliance reporting system. The Audit Committee meetings were held on 30th May, 2014, 13th August, 2014, 15th November 2014 and 14th February, 2015and all the member Directors of Audit Committee were present. NOMINATION & REMUNERATION COMMITTEE & ITS POLICY : The Company has renamed the existing Remuneration Committee to "Nomination and Remuneration Committee" pursuant to Section 178 of the Companies Act, 2013. The Board of Directors has framed a policy which lays down a framework in relation to remuneration of Directors, Key Managerial Personnel and Senior Management of the Company. The policy lays down the criteria determining qualifications, positive attributes, independence of a director and other matters pursuant to the provisions of sub-section (3) of Section 178 of the Companies Act, 2013. STAKEHOLDERS RELATIONSHIP COMMITTEE : The Board of Directors of the Company has re-named Share Holders Grievance/ Share Transfer Committeeasa 'Stakeholders Relationship Committee' in order to align it with the provisions of Section 178 of the Companies Act, 2013. The Committee has been constituted to strengthen the investor relations and to inter-alia, look into issues relating to shareholders grievances pertaining to transfer of shares, non- receipt of declared dividends, non-receipt of Annual Report, issues concerning de-materialization etc. SEPARATE MEETING OF THE INDEPENDENT DIRECTORS : The Independent Directors Meeting was held on 13th February, 2015, without the attendance of Non-Independent Directors and members of Management. All the Independent Directors were present at the meeting. The Board of Directors expressed their satisfaction with the evaluation process. VIGIL MECHANISM / WHISTLE BLOWER POLICY : The Company has a Vigil Mechanism / Whistle Blower policy to report genuine concerns, grievances, frauds and mismanagements, if any. The Vigil Mechanism /Whistle Blower policy has been posted on the website of the Company. RISK MANAGEMENT POLICY : During the year, your Directors have constituted a Risk Management Committee which has been entrusted with the responsibility to assist the Board (a) to ensure that all the current and future material risk exposures of the Company are identified, assessed, quantified, appropriately mitigated, minimized and managed i.e. to ensure adequate systems for risk management (b) to establish a framework for the company's risk management process and to ensure its implementation (c) to enable compliance with appropriate regulations, wherever applicable, through the adoption of best practices and (d) to assure business growth with financial stability. A Risk Management Policy was reviewed and approved by the Committee. RELATED PARTY TRANSACTIONS : The Company has not entered into any related party transactions which falls under the provisions of Section 188 of the Companies Act, 2013 and rules made thereunder. DEPOSITORY SERVICES : The Company's Equity Shares have been admitted to the depository mechanism of the National Securities Depository Limited (NSDL) and also the Central Depository Services (India) Limited (CDSL). As a result the investors have an option to hold the shares of the Company in a dematerialized form in either of the two Depositories. The Company has been allotted ISIN No. INE113B01029. Shareholders therefore are requested to take full benefit of the same and lodge their holdings with Depository Participants [DPs] with whom they have their Demat Accounts for getting their holdings in electronic form. CODE OF CONDUCT : Your Company is committed to conducting its business in accordance with the applicable laws, rules and regulations and highest standards of business ethics. In recognition thereof, the Board of Directors has implemented a Code of Conduct for adherence by the Directors, Senior Management Personnel and Employees of the Company. This will help in dealing with ethical issues and also foster a culture of accountability and integrity. All the Board Members and Senior Management Personnel have confirmed compliance with the Code. STATUTORY AUDITOR : M/s Sampat Mehta & Associates, Chartered Accountants, (Firm Registration No.109038W)were appointed as the Statutory Auditors of the Company at the AGM held on 30th September,2014 to hold office until the conclusion of third consecutive AGM, are recommended for ratification of appointment for the Financial Year 2015-16. As required under the provisions of Section 139 and 142 of the Companies Act, 2013, the Company has obtained written confirmation from M/s Sampat Mehta & Associates that their appointment, if made, would be in conformity with the limits specified in the said Section. COST AUDITOR : The Provisions of Section 148 of the Companies Act, 2013 and read with the Companies (Cost Records and Audit)Rules,2014 as amended from time to time, Cost audit is not applicable to the Company. SECRETARIAL AUDIT : Pursuant to provisions of section 204 of the Companies Act, 2013 and the Rules made there under, the company has appointed Ms. Bijal Gada, Company Secretary, to undertake the Secretarial Audit of the Company. The Secretarial Audit report is annexed herewith as Annexure 'B' and forms an integral part to this Report. AUDITOR'S REPORT/ SECRETARIAL AUDIT REPORT : The observations of the auditors contained in their Report have been adequately dealt with in the Notes to the Accounts which are self explanatory and, therefore, do not call for any further comments. As required under section 204 (1) of the Companies Act, 2013 the Company has obtained a secretarial audit report. The Secretarial Auditor has made observation with regards the composition of the Board of Director and Key Managerial Personnel appointment. The company is under process of complying with the same and would ensure in future that all the provisions are compiled to the fullest extent. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY : The Company has an in house Internal Control System, commensurate with the size, scale and complexity of its operations. The scope and authority of the Internal Audit function is defined by the Audit Committee. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee of the Board. The Internal Audit Department monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies of the Company. Based on the internal audit function, the Company undertakes corrective action in their respective areas and thereby strengthens the controls. Significant audit observations and recommendations along with corrective actions thereon are presented to the Audit Committee of the Board. CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORTS : The Provisions of Corporate Governance are not applicable to the Company& Management Discussion and Analysis Reports forms part of the Notice. PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO : The information on conservation of energy, technology absorption and foreign exchange earnings and outgo pursuant to Section 134(3)(m) of the Companies Act, 2013, read with the Rule 8(3) of the Companies (Accounts) Rules, 2014 is not applicable. SEXUAL HARASSMENT : The Company has constituted an Internal Complaint Committee as required under Section 4 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made there under. During the year under review, no complaints were reported. SAFETY, ENVIRONMENT CONTROL AND PROTECTION : The Company is aware of the importance of environmentally clean and safe operations. The Company's policy requires conduct of operations in such a manner, so as to ensure safety of all concerned, compliances, environmental regulations and preservation of natural resources at the Plant. PARTICULARS OF EMPLOYEES : The information required pursuant to Section 197 read with rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) is not applicable. LISTING : The Company's Shares are listed on BSE Limited and Cochin Stock Exchange. APPRECIATION : Your Directors would like to express their sincere appreciation to the company's Shareholders, Vendors and Stakeholders including Banks, Government authorities, other business associates, who have extended their valuable sustained support and encouragement during the year under review. Your Directors also wish to place on record their appreciation for impressive growth achieved through the competence, hard work, solidarity, cooperation and support of employees at all levels. Registered Office: 308, Maker Bhavan No. III, 21, New Marine Lines, Mumbai, 400 020 On behalf of the Board of Directors For OMEGA INTERACTIVE TECHNOLOGIES LIMITED sd/- Krishan Bhajanlal Rathi Director DIN: 00395322 Date: 30th May,2015 |