DIRECTORS REPORT To, The members, Your Directors have the pleasure in presenting the 19th Annual Report together with the Audited Statement of Account for the year ending on 31st March, 2015. PRESENT OPERATIONS & FUTURE PROSPECT S: During the year under review, the revenue from operations of company was Rs.744.80 Lacs compared to the previous years of Rs. 1300.73 Lacs. The Company has made profit of Rs. 3.62 Lacs as compared to Profit of Rs. 4.10 Lacs in previous year. Your Directors are hopeful to exploit the present resources in efficient manner and achieve better results in the future. OPERATIONS: During the year under the review the total income decreased by 42.74 % in comparison to the previous year. The total expenses have decreased by 42.85 % and the net profit aftertax has decreased by 11.83 %. DIVIDEND: As Company has inadequate Profit, your directors do not propose any dividend for the current year to conserve the resources. DETAILS OF DIRECTORS / KEY MANAGERIAL PERSONNEL APPOINTED/RESIGNED: i. Retirement by Rotation: Pursuant to the provisions of Section 152(6) of the Companies Act, 2013, none of the directors are liable for retire by rotation at the ensuing Annual General Meeting. ii. Cessation: There was no cessation of director during the year. iii. Appointment of Additional / Independent Women Director Ms. Chinar Rajkumar Jethwani was appointed as an Additional Director (Independent Women Director) on the Board w.e.f. 31st March, 2015. Ms. Chinar Rajkumar Jethwani, Additional Director to hold office till this Annual General Meeting proposed to be appointed as an Independent Director for a period of 5 years. The necessary resolution proposing her appointment as Independent Director has been proposed in the Notice convening the said Annual General meeting. iv. Appointment ofCEO&CFO During the Year under review in compliance with the provisions of Sections 197 and 203 and all other applicable provisions, if any, of the Companies Act, 2013 Mr. Ramesh Deora was appointed as Chief Executive Officer and Mr. Niranjan Agarwal as Chief Finance Officerw.e.f. 10th February, 2015. v. Key Managerial Personnel: The following persons were designated as Key Managerial Personnel: 1. Mr. Niranjan Agarwal, Chief Financial Officer 2. Mr. Ramesh Deora, Chief Executive Officer DETAILS OF HOLDING / SUBSIDARY COMPANIES / JOINT VENTURES / ASSOCIATE COMPANIES: The Company didn't had any Holding/ Subsidiary/ Joint Ventures/ Associate Companies at the start of the year, during the year or at the end of the year and hence there is no requirement of giving the statement containing the salient feature of the financial statement of the company's subsidiary or subsidiaries, associate company or companies and joint venture or ventures DEPOSIT: The Company has not invited any deposit other than the exempted deposit as prescribed under the provision of the Companies Act, 2013 and the rules framed there under, as amended from time to time. Hence there are no particulars to report about the deposit falling under Rule 8 (5) (v) and (vi) of Companies (Accounts) Rules, 2014. VOLUNTARY DELISTING OF COMPANY'S EQUITY SHARES FROM THE AHMADABAD STOCK EXCHANGE LIMITED During the Financial Year under review, as per the Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009, the company has passed special resolution in its Extra Ordinary General Meeting held on 31.03.2014 for voluntary delisting of its Equity Shares fromAhmadabad Stock Exchange Limited On our application, ASEL Listing Committee reviewed and approved to delist the equity shares of the Company from the list of Listed Securities of the ASEL with effect from27th January, 2015. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNALS: During the year under review there were no significant and material orders passed by any Regulators or Court or Tribunals which may have impact on the going concern status. No order has been passed by any Regulators or Court or Tribunals which may have impact on the Company's operation in future. INTERNAL FINANCIAL CONTROLS: The internal financial controls with reference to the Financial Statements are commensurate with the size and nature of business of the Company. The Company has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to Company's policies, safeguarding of its assets, prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information. CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION. FOREIGN EXCHANGE EARNINGS AND OUTGO: Pursuant to Rule 8 (3) of Companies (Accounts) Rules, 2014, the Board of Directors hereby declares that there are no particulars to report for the Conservation of Energy & Technology Absorption. There is no foreign exchange earnings and outgo during the year under the review. PERSONNEL: There was no employee drawing remuneration requiring disclosure under the Rule 5 (2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. DISCLOSURE UNDER SECTION 197(12) AND RULE 5(1) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES. 2014 There was no employee drawing remuneration requiring disclosure under section 197(12) and Rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Required details are annexed to this report as Annexure "A". AUDIT COMMITTEE The Audit Committee of the Board of Directors of the Company consisted of three Directors viz. Mr. Niranjan Dwarkaprasad Agarwal, Mr. Shivbhagvan R. Brohra and Ms. Chinar Rajkumar Jethwani. Majority members of the Audit Committee are Independent and non-executive Directors. Mr. Shivbhagvan R. Brohra, is the Chairman of the Audit Committee. During the Year under review, total four Meetings of the Board of Directors of the Company were held. The Composition and the Terms of Reference of the Audit Committee is as mentioned in the provisions of Section 177 of the Companies Act, 2013 and clause 49 of the Listing Agreement with the Stock exchanges as amended from time to time. The Statutory Auditor, Internal Auditor and Chief Finance Officer and Chief Executive Officer usually attend the Meeting of the Audit Committee. AUDITORS I. Statutory Auditor and their Report In the last Annual General Meeting held on 30th September, 2014, M/s. Nahta Jain & Associates (Firm Registration No. 106801W) Chartered Accountants, have been appointed Statutory Auditors of the Company for a period of 3 (Three) years. Ratification of appointment of Statutory Auditors is being sought from the members of the Company at the ensuing Annual General Meeting. They have confirmed their eligibility and willingness to accept office, if reappointed. The observations made in their report are dealt with in the notes forming part of the Accounts at appropriate places which are self-explanatory. ii. INTERNALAUDITQR M/s. R. R. Jain & Associates, Chartered Accountant, are Internal Auditors of the Company. The Audit Committee of the Board of Directors in consultation with the Internal Auditors, formulate the scope, functioning periodicity and methodology for conducting the internal audit iii. SECRETARIAL AUDITOR AND SECRETARIALAUDIT REPORT The Board of Directors of the Company has, in compliance with the provisions of Section 304(1) of the Companies Act, 2013 and rules made in this behalf, appointed M/s. Umesh Ved & Associates, Company Secretaries to carry out Secretarial Audit of the Company for the financial year 2014-15. The Report of the Secretarial Auditor is annexed to this Report as Annexure 'B' which is self explanatory and give complete information. LISTING: The shares of the company are listed at BSE Limited. Listing fees of BSE Limited is paid for the year 2015 -2016. DIRECTORS RESPONSIBITLY STATEMENT: As required under the provisions of Section 134 of the Act, your Directors report that: (a) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures. (b) The Directors have 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 profits of the Company for that period. (c) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities. (d) The Directors have prepared the annual accounts on a going concern basis (e) The Directors have laid down internal financial controls as required by Explanation to Section 134(5)(e) of the Act) to be followed by the Company and such internal financial controls are adequate and are operating effectively. (f) The Directors have devised proper systems to ensure compliance with the provisions of applicable laws and such systems are adequate and operating effectively. CORPORATE GOVERNANCE: The Clause 49 of the Listing Agreement regarding Corporate Governance is not applicable to the Company, the paid-up capital of the company being less than Rs.10 corers and networth is less than 25 crores, the threshold limit as prescribed therein. RELATED PARTY TRANSACTIONS: During the year under review there has been no transaction entered into with the related parties. PARTICULARS OF LOANS / GUARANTEES / INVESTMENT: The Particulars of loans, guarantee or investment made under Section 186 of the Companies Act, 2013 are furnished in the Notes to the Financial Statements for the year ended 31st March, 2015. INVESTMENT IN UNQUOTED SHARES: The Company has not made any investment in unquoted shares. RISK MANAGEMENT POLICY: The Company has a structured risk management policy. The Risk management process is designed to safeguard the organisation from various risks through adequate and timely actions. It is designed to anticipate, evaluate and mitigate risks in order to minimize its impact on the business. The potential risks are inventorised and integrated with the management process such that they receive the necessary consideration during decision making. It is dealt with in greater details in the management discussion and analysis section. STATEMENT OF INDEPENDENT DIRECTORS: The following Directors are independent in terms of Section 149(6) of the Act: (a) Mr. Shivbhagvan R. Brohra (b) Ms. Chinar Rajkumar Jethwani The Company has received requisite declarations/ confirmations from all the above Directors confirming their independence. EXTRACT OF THE ANNUAL RETURN: Pursuant to provision of Section 92 and 134 and other applicable provision of the Companies Act, 2013 and of Rule 12(1) of Companies (Management and Administration) Rules, 2014 the extract of the annual return in form MGT 9 for the Financial Year ended on 31st March, 2015 is annexed as Annexure 'C to this Report. NUMBER OF BOARD MEETINGS: The calendar of meetings to be held in a year is decided in advance by the Board and circulated to the Directors. During the year, four Board meetings were convened and held. The gap between two consecutive meetings was not more than one hundred and twenty days as provided in section 173 of the Act. CORPORATE SOCIAL RESPONSIBILITY: The Provision of Section 135 of the Companies Act, 2013 regarding Corporate Social Responsibility is not applicable to the company. ANNUAL PERFORMANCE EVALUATION: In compliance with the provisions of the Act and voluntarily under Clause 49 of the Listing Agreement, the performance evaluation was carried out as under: Board: In accordance with the criteria suggested by The Nomination and Remuneration Committee, the Board of Directors evaluated the performance of the Board, having regard to various criteria such as Board composition, Board processes, Board dynamics etc. The Independent Directors, at their separate meetings, also evaluated the performance of the Board as a whole based on various criteria. The Board and the Independent Directors were of the unanimous view that performance of the Board of Directors as a whole was satisfactory. Committees of the Board: The performance of the Audit Committee, the Nomination and Remuneration Committee, The Stakeholder Relationship Committee was evaluated by the Board having regard to various criteria such as committee composition, committee, processes, committee dynamics etc. The Board was of the unanimous view that all the committees were performing their functions satisfactorily and according to the mandate prescribed by the Board under the regulatory requirements including the provisions of the Act, the Rules framed thereunder and the Listing Agreement. Individual Directors: (a) Independent Directors: In accordance with the criteria suggested by The Nomination and Remuneration Committee, the performance of each independent director was evaluated by the entire Board of Directors (excluding the director being evaluated) on various parameters like engagement, leadership, analysis, decision making, communication, governance and interest of stakeholders. The Board was of the unanimous view that each independent director was a reputed professional and brought his/her rich experience to the deliberations of the Board. The Board also appreciated the contribution made by all the independent directors in guiding the management in achieving higher growth and concluded that continuance of each independent director on the Board will be in the interest of the Company. (b) Non-independent Directors: The performance of each of the non-independent directors (including the chair person) was evaluated by the Independent Directors at their separate meeting. Further, their performance was also evaluated by the Board of Directors. The various criteria considered for the purpose of evaluation included leadership, engagement, transparency, analysis, decision making, functional knowledge, governance and interest of stakeholders. The Independent Directors and the Board were of the unanimous view that each of the non-independent directors was providing good business andpeople leadership. MATERIAL CHANGES AND COMMITMENTS IF ANY AFTER BALANCESHEET DATE: There was no Material changes after the balance - sheet date. APPRECIATION: Your Directors wish to convey their thanks to all the bankers, suppliers, customers and other persons for their continued support to the company. Registered Office: For and on behalf of the Board of OMKAR OVERSEAS LIMITED Ramesh Deora Chairman DIN:01135440 Dated: 10th August, 2015 |