The Members of
M/s Omansh Enterprises Limited
Your Directors have pleasure in presenting the 42nd Director's Report ofyour Company together with the Audited Statement of Accounts and the Auditors' Report ofyour company for the financial year ended 31st March 2016.
1. FINANCIAL HIGHLIGHTS AND STATE OF COMPANY'S AFFAIRS
|Particulars ||2015-16 ||2014-15 |
|Total Income ||23037116.25 ||22330744.00 |
|Total Expenses ||22642482.65 ||22007830.57 |
|Profit Before Tax ||394633.63 ||322913.43 |
|Tax Expenses || || |
|Current Tax ||116381.00 ||87228.00 |
|Deferred Tax ||275125.00 ||(7926.00) |
|Profit/(Loss) after Tax ||3127.63 ||243611.43 |
|Net Profit Transferred to Reserves ||3127.63 ||243611.43 |
|Earnings per share) || || |
|Basic ||0.00 ||0.01 |
|Diluted ||0.00 ||0.01 |
b) During the year your Company recorded Total Revenue of X23037116.25(previous year ^ 22330744.00). The Company recorded a Net Profit of ^3127.63 during the financial year ended 31st March 2016 as compared toa Net Profit of ^ 243611.43 in the previous year.
(c) Transfer To Reserves In Terms Of Section 134 (3) (j) Of The Companies Act 2013
No amount was transferred to reserves during the financial year ended 31stMarch 2016.
Your Directors do not recommend any dividend for the year ended 31st March2016.
(e) Material Changes and Commitments
There are no material changes from the end of Financial Year till the date of thisreport.
2. PUBLIC DEPOSITS
During the year under report your Company did not accept any deposits from the publicin terms of the provisions of Chapter V of the Companies Act 2013.
3. DIRECTORS AND KEY MANAGERIAL PERSONNEL
(a) Changes in Directors and Key Managerial Personnel during the year
During the year under review Ms. Pooja Bhatia (DIN: 00188770) and Mr. Radhey Shayam(DIN: 01992580) resigned from the Directorship of the Company w.e.f 7thOctober 2015. Your Directors would like to place on record their appreciation of theservices rendered by them during their tenure.
On recommendation of Nomination and Remuneration Committee Ms. Reena Sharma (DIN:06883803) was appointed as the Managing Director of the Company for a period of threeyears w.e.f 7th October 2015 and Mr. Radhey Shayam (DIN: 01992580) was againappointed as the Whole Time Director for a period of three years w.e.f. 27thFebruary 2016.
Mr. Nitin Gupta resigned from the position of Company Secretary and CFO of the Companyw.e.f. 14th November 2015 and 30th November 2015 respectively andon the recommendation of the Nomination and Remuneration Committee Mr. Praveen Kumar wasappointed as a Company Secretary and CFO of the Company w.e.f. 30th March2016.
(b) Retirement by rotation
In accordance with the provisions of Section 152(6) of the Act and the Articles ofAssociation of the Company Ms. Reena Sharma (DIN: 06883803) will retire by rotation atthe ensuing Annual General Meeting (AGM') of the Company and being eligible offersherself for re-appointment. Your Board has recommended her re-appointment.
(c) Declaration of Independence by the Independent Directors
The Independent Directors of your Company have confirmed that they meet with thecriteria of Independence as prescribed under Section 149(6) of the Act read with Rule 5 ofthe Companies (Appointment and Qualification of Directors) Rules 2014.
Framework for Familiarization Programme for the Independent Directors and the detailsof Familiarization Programme imparted to Independent Directors is made available on thewebsite of the Company http://www. omanshenterprises. com/wp-content/uploads/2015/05/omansh-enterprises-limited framework- independent-directors.pdf andhttp://
www. omanshenterprises. com/wp-content/uploads/2016/04/TRAINING-PROGRAMMES-IMPARTED-TO-DIRECTORS-2- 1.pdf respectively.
(d) Attributes qualifications and appointment of Directors
The Nomination and Remuneration Committee has adopted the attributes and qualificationsas provided in Section 149(6) of the Act and Rule 5 of the Companies (Appointment andQualification of Directors) Rules 2014 in respect of Independent Directors. TheCommittee has also adopted the same attributes and qualifications to the extentapplicable in respect of NonIndependent Directors.
All the Non-Executive Directors of the Company fulfil the fit and proper criteria forappointment as Directors. Further all Directors of the Company other than IndependentDirectors are liable to retire by rotation. One-third of the Directors who are liable toretire by rotation retire every year and are eligible for re-election.
(e) Remuneration Policy
The Board on the recommendation of the Nomination and Remuneration Committee approvedthe Remuneration Policy for the Directors Key Managerial Personnel and other employees ofthe Company a copy of which is enclosed as Annexure: I to this Report.
(f) Board Evaluation
The Board carried out annual performance evaluation of its own performance and that ofthe individual Directors as also functioning of the Board Committees as required in termsof Section 134(3)(p) of the Act. The performance evaluation of the Board and individualDirectors was based on criteria approved by the Nomination and Remuneration Committee. TheDirectors expressed their satisfaction with the overall evaluation process.
4. NUMBER OF BOARD MEETINGS
During the year ended 31st March 2016 7 (Seven) meetings of the Board wereheld on 29th May 2015 7th August 2015 7th October2015 14th November 2015 9th February 2016 27thFebruary 2016 30th March 2016.
5. BOARD COMMITTEES
Presently the Company has three Board Committees with the following members:
|Audit Committee ||Mr. Vidya Sagar Bhatia Chairman |
| ||Mr. Divesh Kumar Bajaj Member |
| ||Mr. Gaurav Mutreja Member |
|Nomination and ||Mr. Gaurav Mutreja Chairman |
|Remuneration Committee ||Mr. Divesh Kumar Bajaj Member |
| ||Mr. Vidya Sagar Bhatia Member |
|Stakeholders Relationship ||Mr. Gaurav Mutreja Chairman |
|Committee ||Mr. Vidya Sagar Bhatia Member |
| ||Mr. Divesh Kumar Bajaj Member |
6. DIRECTORS' RESPONSIBILITY STATEMENT
As required under Section 134(5) of the Act your Directors confirm having: -
i) followed in the preparation of the Annual Accounts the applicable AccountingStandards with proper explanation relating to material departures if any;
ii) selected such accounting policies and applied them consistently and made judgmentsand estimates that are reasonable and prudent so as to give a true and fair view of thestate of affairs of the Company at the end of the financial year and of the profit of theCompany for that period;
iii) taken proper and sufficient care for the maintenance of adequate accountingrecords in accordance with the provisions of the Act for safeguarding the assets of yourCompany and for preventing and detecting fraud and other irregularities;
iv) prepared the Annual Accounts on a going concern basis; and
x) proper systems have been devised to ensure compliance with the provisions ofall applicable laws and such systems are adequate and operating effectively;
vi) having laid down the internal financial controls to be followed by the Company andsuch internal financial controls are adequate and operating effectively;
7. SUBSIDIARIES ASSOCIATES AND JOINT VENTURES
The Company does not have any subsidiary associate or joint venture.
8. LISTING INFORMATION
The Equity Shares of the Company are presently listed only at BSE Limited (BSE) andlisting fee for 2016-2017 is due for payment. As Exit Order was passed by SEBI againstUPSE and De-recognition Order passed by SEBI against Delhi Stock Exchange thus both theStock Exchanges stand non operational.
9. DEMATERIALIZATION OF SHARES
The securities of the Company are admitted with NSDL and CDSL the ISIN allotted to theCompany is INE378P01028.
10. REPORT ON CORPORATE GOVERNANCE
In terms of Regulation 15(2) of SEBI(Listing Obligations and Disclosure Requirements)Regulations 2015 the provision of Regulation 27 of the SEBI(Listing Obligations andDisclosure Requirements) Regulations 2015 are not applicable to the Company since thepaid up capital of the Company is below Rs. 10 crores and also the net worth of theCompany is below Rs. 25 Crores. Thus the Company is not required to attach the CorporateGovernance report with the Report of the Board of Directors.
11. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
The Company provides a gender friendly workplace during the year under review therewere no cases filed pursuant to Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013.
None of the employees of your Company is covered under the provisions of Rule 5(2) ofthe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014.
12. RISK MANAGEMENT
The Board has approved the Risk Management Policy of the Company. The Company's riskmanagement framework is designed to address risks intrinsic to operations financials andcompliances arising out of the overall strategy of the Company. The Company managesmonitors and reports on the principal risks and uncertainties that can impact its abilityto achieve it objectives. The responsibility for management of risks vests with theManagers/ officers responsible for the day-today conduct of the affairs of the Company.Risk focused audits are carried out periodically by the Internal Auditors which lead toidentification of areas where risk management processes need to be strengthened. Annualupdate is provided to the Board on the effectiveness of the Company's risk managementsystems and policies.
13. INTERNAL FINANCIAL CONTROLS & INTERNAL AUDIT
The Company has adequate internal financial controls with respect to the financialstatements commensurate with the size and scale of the operations of the Company. Duringthe year such controls were tested and no reportable material weakness in operation hasbeen observed. Internal audit of the Company has been carried out during the year. TheAudit Committee reviews the internal audit findings provides guidance on internalcontrols and ensures that the internal audit recommendations are implemented.
14. PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS
Particulars of loans given investments made guarantees given and securities providedalong with the purpose for which the loan or guarantee or security is proposed to beutilized by the recipient are provided in the Financial Statements in Note No. 10 &14.
15. RELATED PARTY TRANSACTIONS
During the year ended on 31st March 2016 the Company has not entered intoany contract/ arrangement/ transaction with related parties which could be considered asmaterial in accordance with the policy of the Company on materiality of related partytransactions.
The Policy on materiality of related party transactions and dealing with relateddealing with related party transactions as approved by the Board is available on thewebsite of the Company at weblink http://www.omanshenterprises.com/wp-content/uploads/2015/08/Policy-on-materiality-of-Related-Party-Transactions-and-on-dealing-with-Related-Party-Transactions.pdf
16. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS / COURTS / TRIBUNALS
During the year under review no significant or material orders were passed by theRegulators / Courts / Tribunals which would impact the going concern status of the Companyand its future operations.
17. EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual Return in Form MGT-9 are providedunder Annexure: II to this Report.
18. AUDITORS AND AUDIT REPORT
The Company's Auditors M/s Satyendra Mrinal & Associates Chartered Accountantswere appointed at the 40th AGM to hold such office till the conclusion of the43rd AGM. Your Board in terms of Section 139 of the Act on the recommendationof the Audit Committee has recommended for the ratification of the Members theappointment of M/s Satyendra Mrinal & Associates Chartered Accountants as Auditors ofthe Company to hold office from the conclusion of this Annual General Meeting (AGM) tillthe conclusion of the next AGM of the Company to be held in the year 2017. The Board interms of Section 142 of the Act on the recommendation of the Audit Committee has alsorecommended for the approval of the Members for the appointment of M/s Satyendra Mrinal& Associates for the financial year2016-17.
The comments made by the Auditors' in their Report are self explanatory and do not callfor any further comments. The Auditors' Report does not contain any qualificationreservation or adverse remark.
19. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGOCONSERVATION OF ENERGY:
Steps taken on conservation of energy and impact thereof: Efforts to conserveelectricity by operating only necessary lights fittings and fixtures were made during thefinancial year 2015-16.
Steps taken by the company for utilizing alternate sources of energy: NIL
Capital investment on energy conservation equipment: NIL.
(I) Efforts in brief made towards technology absorption and benefits derived as aresult of the above efforts e.g. product improvement cost reduction productdevelopment import substitution etc : Nil
(II) In case of imported technology (imported during the last 3 years reckoned from thebeginning of the financial year) following information may be furnished:
(A) Details of technology imported - NIL
(B) Year of import -NIL
(C) Whether the technology been fully absorbed - NIL
(D) If not fully absorbed areas where absorption has not taken place and the reasonstherefore - NIL
(III) Expenditure incurred on research and development - NIL
FOREIGN EXCHANGE EARNINGS AND OUTGO
There were no foreign exchange earnings or foreign exchange outflow during the year.
20. SECRETARIAL AUDITOR & SECRETARIAL AUDIT REPORT
In terms of Section 204 of the Companies Act 2013 the Company has appointed M/s AnjuYadav Practicing Company Secretaries as the Secretarial Auditor of the Company for thefinancial year 2015-16. The Secretarial Audit Report given by Ms. Anju Yadav PracticingCompany Secretary is provided under Annexure: III to this Report.
The comments made by the Secretarial Auditor are self explanatory and do not requireany further comments. The Secretarial Audit Report does not contain any qualificationreservation or adverse remark.
21. ESTABLISHMENT OF VIGIL MECHANISM
The Vigil Mechanism Policy of the Company is formulated in terms of section 177 (9) ofthe Companies Act 2013 read with the provisions of the Listing Agreement with the StockExchange(s) and thereby also incorporates Whistle Blower Policy. That as per the saidpolicy protected disclosures can be made by the whistle blower to the dedicated e-mail /telephone line/ letter to Chairman of Audit Committee.
The Policy on Vigil Mechanism and Whistle Blower Policy as approved by the Board isavailable on the website of the Company at web-link
Your directors would like to express their sincere appreciation for the assistance andcorporation received from the financial institutions banks Government authoritiescustomers vendors and members during the year under review. Your directors also wish toplace on record their deep sense of appreciation for the committed services by theCompany's executives staff and workers.
| ||For & on behalf of Board of Directors |
| ||For Omansh Enterprises Limited |
| ||Radhey Shayam ||Gaurav Mutreja |
|Date: 11th May2016 ||Whole Time Director ||Director |
|Place: New Delhi ||DIN:01992580 ||DIN:00708580 |