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Omega Interactive Technologies Ltd.

BSE: 511644 Sector: Others
NSE: N.A. ISIN Code: INE113B01029
BSE LIVE 15:14 | 27 Aug Stock Is Not Traded.
NSE 05:30 | 01 Jan Stock Is Not Traded.
OPEN 99.30
PREVIOUS CLOSE 104.50
VOLUME 4147
52-Week high 99.30
52-Week low 0.00
P/E 397.20
Mkt Cap.(Rs cr) 5
Buy Price 0.00
Buy Qty 0.00
Sell Price 99.30
Sell Qty 18411.00
OPEN 99.30
CLOSE 104.50
VOLUME 4147
52-Week high 99.30
52-Week low 0.00
P/E 397.20
Mkt Cap.(Rs cr) 5
Buy Price 0.00
Buy Qty 0.00
Sell Price 99.30
Sell Qty 18411.00

Omega Interactive Technologies Ltd. (OMEGAINTERACTIV) - Director Report

Company director report

TO THE MEMBERS

Your Directors have great pleasure in presenting the Twenty Third Annual Reporttogether with the Audited Accounts of the Company for the year ended 31st March 2017.

1. FINANCIAL HIGHLIGHTS:

(Amount In Rs.)
Particulars For Year ended 31st March 2017 For Year ended 31st March 2016
Revenue from Operations 655335 696412
Other Income 632728 619232
Total Income 1288063 1315644
Less : Total Expenses 1172467 1143864
Pro t before exceptional items and tax 115596 171780
Exceptional Items - -
Pro t Before Tax 115596 171780
Less : Tax Expense
Current Tax 22000 34000
Tax relating to prior years (1266) 810
Pro t After Tax 94862 136970

2. OPERATIONAL REVIEW:

During the year under review the Company has earned revenue from operations amountingRs. 655335/- as compared to Rs. 696412/- in the previous year. The Company has earnedtotal income of Rs.1288063/- during the current year as compared to Rs.1315644/-earned in the previous year. The Company has earned pro t after tax amounting Rs. 94862/-as compared to pro t after tax of Rs.136970/- in immediately preceding nancial year.

The Company is signi cantly taking active efforts for the growth and expansion of thebusiness operations by exploring the business opportunities strengthening its businessstrategies and nding ways for cost effectiveness.

3. DIVIDEND:

In view of the nominal pro ts after taxes the Directors have decided to plough backthe pro ts of the Company for the further growth and development of the Company and not torecommend any dividend for the year ended 31st March 2017.

4. TRANSFER TO GENERAL RESERVE:

During the year under review the Company has not transferred any amount to GeneralReserve.

5. SHARE CAPITAL OF THE COMPANY:

The paid up equity share capital as at 31st March 2017 was Rs. 5000000/- dividedinto 500000 equity shares having face value of Rs. 10/- each fully paid up. During theyear under review the Company has not issued any shares with differential voting rightsneither granted any stock options nor any sweat equity.

6. SUSIDIARIES/JOINT VENTURES/ASSOCIATE COMPANIES:

The Company does not have any subsidiaries joint ventures or associate companies.

7. PUBLIC DEPOSITS:

The Company has not accepted any deposits within the meaning of Section 73 of theCompanies Act 2013 and the Companies (Acceptance of Deposits) Rules 2014 during the yearunder review.

8. PARTICULARS OF LOANS GUARANTEES / SECURITIES OR INVESTMENTS:

During the year under review there were no guarantees/securities or investments madeby the Company under Section 186 of the Companies Act 2013. The details of the loansgiven by the Company have been disclosed in the Notes to Accounts of the nancialstatement.

9. 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 Companyfor the nancial year ended 31st March 2017.

10. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

There were no signi cant or material orders passed by the regulators or courtsimpacting the going concern status of the Company and its future operations.

11. EXTRACT OF ANNUAL RETURN:

The details forming part of the extract of the Annual Return in Form MGT-9 as requiredunder Section 92 of the Companies Act 2013 is included in this report as Annexure 'A'and forms an integral part of this report.

12. BOARD OF DIRECTORS:

Your Company has three (3) Directors of which all are Independent Directors. All theIndependent Directors have given a declaration that they meet the criteria of Independenceas laid under Section 149(6) of the Companies Act 2013 and Regulation 16(b) of the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015. None of the Directorsare liable to retire by rotation.

13. DIRECTORS RESPONSIBILITY STATEMENT:

To the best of our knowledge and belief and according to the information andexplanations obtained Directors make the following statement in terms of Section 134 ofthe Companies Act 2013:

(a) in the preparation of the Annual Accounts for the nancial year ended 31st March2017 the applicable accounting standards had been followed along with proper explanationrelating to material departures if any;

(b) the Directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company at the end of the nancial year and of thepro t of the company for that period;

(c) the Directors had taken proper and suf cient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the company and for preventing and detecting frauds and other irregularities;

(d) the Directors had prepared the annual accounts on a going concern basis;

(e) the Directors had laid down internal nancial controls to be followed by the companyand that such internal nancial controls are adequate and were operating effectively;

(f) the Directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.

14. BOARD EVALUATION:

Pursuant to the provisions of the Companies Act 2013 and under Regulation 17 of theSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 the Board hascarried out an evaluation after taking into consideration various aspects of the Board'sfunctioning Composition of the Board and its Committees culture execution andperformance of speci c duties remuneration obligations and governance. The performanceevaluation of the Independent Directors was carried out. The Board of Directors expressedtheir satisfaction with the evaluation process.

1 5. MEETING OF BOARD OF DIRECTORS OF THE COMPANY:

During the year under review Four (4) Board Meetings were convened and held on 30thMay 2016 12th August 2016 14th November 2016 and 7th February 2017. The briefparticulars of the Directors attending the meetings are as follows:

Name of the Director Category of Directorship No. of meetings during the year
Held Attended
Mr. Krishan Kumar Bhajanlal Rathi Non-Executive Independent Director 4 4
Mr. Rajesh Srinivwas Nawathe Non-Executive Independent Director 4 4
Mrs. Subrata Paul Non-Executive Independent Director 4 4

16. KEY MANAGERIAL PERSONNEL:

The Company is in the process of appointing a Key Managerial Personnel to comply withthe provisions of Section 203 of the Companies Act 2013.

17. AUDIT COMMITTEE:

In accordance with the provisions contained in Regulation 18 of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 and in consonance with theprovisions of Section 177 of the Companies Act 2013 the Board of Directors hadconstituted an Audit Committee comprising of 3 Directors.

The Committee acts as a link between the Management the Statutory Auditors and theBoard of Directors of the Company. The Committee focuses its attention on monitoring thenancial reporting system within the Company considering Quarterly & Annual Financialresults of the Company and submitting its observations to the Board of Directors before itis adopted by the Board review of internal audit report internal control system auditmethodology and process major accounting policies and practices compliance withaccounting standards. Committee also reviews the legal compliance reporting system.

The particulars of Members of Audit Committee and their attendance at the Meetings areas under:

Name of the Director Designation Category of Directorship No. of Meetings during the year
Held Attended
Mr. Krishan Kumar Bhajanlal Rathi Chairman Non-Executive Independent Director 4 4
Mr. Rajesh Srinivwas Nawathe Member Non-Executive Independent Director 4 4
Mrs. Subrata Paul Member Non-Executive Independent Director 4 4

The Audit Committee meetings were held on 30th May 2016 12th August 2016 14thNovember 2016 and 7th February 2017 and all the members of Audit Committee were present.

18. NOMINATION & REMUNERATION COMMITTEE & ITS POLICY:

The Board of Directors of the Company had constituted a 'Nomination and RemunerationCommittee' in order to align it with the provisions of Section 178 of the Companies Act2013. The Board of Directors has framed a policy which lays down a framework in relationto Remuneration of Directors Key Managerial Personnel and Senior Management of theCompany. The policy lays down the criteria determining quali cations positive attributesIndependence of a Director and other matters pursuant to the provisions of sub-section (3)of Section 178 of the Companies Act 2013.

The particulars of Members of Nomination & Remuneration Committee and theirattendance at the Meetings are as under:

Name of the Director Designation Category of Directorship No. of Meeting during the year
Held Attended
Mr. Krishan Kumar Bhajanlal Rathi Chairman Non-Executive Independent Director 1 1
Mr. Rajesh Srinivwas Nawathe Member Non-Executive Independent Director 1 1
Mrs. Subrata Paul Member Non-Executive Independent Director 1 1

The Nomination and Remuneration Committee meeting was held on 7th February 2017.

19. STAKEHOLDERS RELATIONSHIP COMMITTEE:

The Board of Directors of the Company had constituted Stakeholders RelationshipCommittee in order to align it with the provisions of Section 178 of the Companies Act2013 and Regulation 20 of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015. The Committee had been constituted to strengthen the investor relationsand to inter-alia look into issues relating to shareholders grievances pertaining totransfer of shares non- receipt of declared dividends non-receipt of Annual Reportissues concerning de-materialization etc.

The particulars of Members of Stakeholders Relationship Committee and theirattendance at the Meetings are as under:

Name of the Director Designation Category of Directorship No. of Meetings during the year
Held Attended
Mr. Krishan Kumar Bhajanlal Rathi Chairman Non-Executive Independent Director 4 4
Mr. Rajesh Srinivwas Nawathe Member Non-Executive Independent Director 4 4
Mrs. Subrata Paul Member Non-Executive Independent Director 4 4

The Stakeholders Relationship Committee meetings were held on 30th May 2016 12thAugust 2016 14th November 2016 and 7th February 2017.

The details of the Complaints received during the year under review are as follows:

Sr. No. Nature of Complaints Received Pending Disposed
1. Non receipt of Annual Report - - -
2. Non Receipt of Share Certi cates after transfer - - -
3. Non Receipt of Demat Rejected S/C’s - - -
4. Others - - -
Total - - -

There were no complaints pending for action as on 31st March 2017.

20. MEETING OF INDEPENDENT DIRECTORS:

During the year under review pursuant to Regulation 25(3) of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 the Independent Directors ofthe Company met on 7th February 2017 inter-alia to discuss:

1. Evaluation of performance of Board of Directors of the Company as a whole.

2. Evaluation of performance of the Chairman of the Company taking into account theviews of the Board of Directors.

21. RISK MANAGEMENT COMMITTEE:

During the year under review the Board of Directors at their meeting held on 30thMay 2016 decided to dissolve Risk Management Committee as the Regulation 21 of the SEBI

(Listing Obligations and Disclosure Requirements) Regulations 2015 is applicable onlyto top 100 listed entities; hence the company is not required to constitute a RiskManagement Committee.

22. REMUNERATION AND SITTING FEES:

The details of Remuneration paid or Sitting fees paid are as follows:

Name of the Director Category of Directorship Remuneration paid to the Director Sitting fees paid to the Director
Mr. Krishan Kumar Bhajanlal Rathi Non-Executive Independent Director - -
Mr. Rajesh Srinivwas Nawathe Non-Executive Independent Director - -
Mrs. Subrata Paul Non-Executive Independent Director - -

23. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

Pursuant to Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 the Company has framed a Vigil Mechanism/Whistle Blower Policy toreport genuine concerns grievances frauds and mismanagements if any. The VigilMechanism/Whistle Blower Policy has been posted on the website of the Company.

24. RELATED PARTY TRANSACTIONS:

The Company has not entered into any related party transactions which falls under theprovisions of Section 188 of the Companies Act 2013 and the Rules made thereunder. Alsothere are no materially signi cant related party transactions made by the Company withPromoters Key Managerial Personnel or other designated persons which may have potentialcon ict with the interest of the Company at large.

25. DEPOSITORY SERVICES:

The Company's Equity Shares have been admitted to the depository mechanism of theNational 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 ofthe Company in a dematerialized form in either of the two Depositories. The Company hasbeen allotted ISIN No. INE113B01029.

Shareholders therefore are requested to take full bene t of the same and lodge theirholdings with Depository Participants [DPs] with whom they have their Demat Accounts forgetting their holdings in electronic form.

26. CODE OF CONDUCT:

Your Company is committed to conducting its business in accordance with the applicablelaws rules and regulations and highest standards of business ethics. In recognitionthereof the Board of Directors has implemented a Code of Conduct for adherence by theDirectors Senior Management Personnel and Employees of the Company. This will help indealing with ethical issues and also foster a culture of accountability and integrity.

All the Board Members and Senior Management Personnel have con rmed compliance with theCode.

27. STATUTORY AUDITORS:

M/s. Desai Saksena & Associates Chartered Accountants Mumbai (Firm RegistrationNumber: 102358W) are hereby appointed as the Statutory Auditors of the Company inplace of the retiring auditors M/s. Sampat Mehta & Associates to hold of ce for aperiod of 5 years from the conclusion of 23rd AGM until the conclusion of 28th AGM of theCompany (subject to rati cation by the members at every AGM). As required under theprovisions of Section 139 of the Companies Act 2013 the Company has obtained written conrmation from M/s. Desai Saksena & Associates that their appointment if made would bein conformity with the limits speci ed in the said Section.

28. SECRETARIAL AUDIT:

Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Rules madethereunder the Company has appointed Mrs. Bijal Nagda Company Secretary to undertakethe Secretarial Audit of the Company. The Secretarial Audit report is annexed herewith as Annexure'B' and forms an integral part to this Report.

29. AUDITOR'S REPORT/ SECRETARIAL AUDIT REPORT:

The observations of the auditors contained in their Report have been adequately dealtwith in the Notes to Accounts which are self-explanatory and therefore do not call forany further comments.

As required under Section 204 (1) of the Companies Act 2013 the Company has obtained asecretarial audit report. The Secretarial Auditor has made observation with regards to theconstitution of the Board of Directors and appointment of Key Managerial Personnel.

The company is under process of complying with the same and would ensure in future thatall the provisions are complied to the fullest extent.

30. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has an Internal Control System commensurate with the size scale andcomplexity of its operations. The scope and authority of the Internal Audit function is dened by the Audit Committee. To maintain its objectivity and independence the InternalAudit function reports to the Chairman of the Audit Committee of the Board.

The Internal Audit Function monitors and evaluates the ef cacy and adequacy of internalcontrol system in the Company its compliance with operating systems accountingprocedures and policies of the Company.

Based on the internal audit function the Company undertakes corrective action in theirrespective areas and thereby strengthens the controls. Signi cant audit observations andrecommendations along with corrective actions thereon are presented to the Audit Committeeof the Board.

31. CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORT:

Pursuant to Regulation 34 of the Listing Regulations the Management Discussion andAnalysis Report is attached as Annexure 'C' and the provisions of CorporateGovernance are not applicable to the Company.

32. PARTICULARS REGARDING CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGNEXCHANGE EARNING AND OUTGO:

Information under Section 134(3)(m) of the Companies Act 2013 read with Rule 8 of theCompanies (Accounts) Rules 2014:

A. Conservation of Energy Not Applicable
B. Technology Absorption Not Applicable
C. Foreign Exchange Earnings and Outgo
Foreign Exchange Earned N i l
Foreign Exchange Outgo N i l

33. SEXUAL HARASSMENT:

The Company had constituted an Internal Complaint Committee as required under Section 4of the Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal)Act 2013 and the Rules made thereunder. During the year under review no complaints werereported.

34. 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 ensuresafety of all concerned compliances environmental regulations and preservation ofnatural resources.

35. PARTICULARS OF EMPLOYEES:

No employee was in receipt of remuneration exceeding the limits as prescribed under theprovisions of Section 197 of the Companies Act 2013 and read with Rule 5 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 hence no suchparticulars are furnished.

36. LISTING:

The Company's Equity Shares are listed on The Bombay Stock Exchange (BSE) Limited.

37. INTERNAL FINANCIAL CONTROL AND THEIR ADEQUACY:

The company has in place adequate internal nancial controls commensurate with thesize scale and complexity of its operations. The Company has policies and procedures inplace for ensuring proper and ef cient conduct of its business the safeguarding of itsassets the prevention and detection of frauds and errors the accuracy and completenessof the accounting records and the timely preparation of reliable nancial information. TheCompany has adopted accounting policies which are in line with the accounting standardsand the Companies Act 2013.

38. REPORTING OF FRAUDS:

There have been no instances of fraud reported by the Statutory Auditors under Section143(12) of the Act & Rules framed thereunder either to the Company or to the CentralGovernment.

39. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE

FINANCIAL POSITION OF THE COMPANY:

There have been no material changes and commitments affecting the nancial position ofthe Company which occurred during between the end of the nancial year to which the nancialstatements relate and the date of this reports.

40. APPRECIATION:

Your Directors would like to extend their sincere appreciation to the Company'sshareholders vendors and stakeholders including banks who have extended their valuablesustained support and encouragement during the year under review.

Registered Of ce: For and on Behalf of the Board
402 4th Floor Vaastu Darshan For Omega Interactive Technologies Limited
"B" Wing Azad Road
Andheri (East)
Mumbai 400 069 Sd/- Sd/-
Krishan KumarBhajanlal Rathi Rajesh Nawathe
Director Director
Date: 30th May 2017 DIN: 00156061 DIN: 01201350
Place: Mumbai