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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

Your Directors have great pleasure in presenting the Twenty Second Annual Reporttogether with the Audited Accounts of the Company for the year ended 31stMarch 2016.

1. FINANCIAL HIGHLIGHTS:

(Amount In Rs)

Particulars For Year ended 31st March 2016 For Year ended 31st March 2015
Revenue from Operations 696.412 -
Other Income 619232 579302
Total Income 1315644 579302
Less : Total Expenses 1143864 347338
Profit before exceptional items and tax 171780 231964
Exceptional Items - -
Profit Before Tax 171780 231964
Less : Tax Expense
Current Tax 34000 44200
Tax relating to prior years 810 (36)
Profit After Tax 136970 187800

2. OPERATIONAL REVIEW:

During the year under review the Company has earned revenue from operations amountingRs.696412/- as compared to Rs. Nil in the previous year. The Company has earned totalincome of Rs.1315644/- during the current year as compared to Rs.579302/- earned inthe previous year. The company has earned Profit after Tax amounting Rs. 136970/- ascompared to Profit after Tax of Rs. 187800/- in immediately preceding financial year.

3. DIVIDEND:

In view of nominal profits after taxes and in order to plough hack the profits of theCompany for further growth and development the Directors have decided not to recommendany dividend for the year ended 31st March 2016.

4. TRANSFER TO GENERAL RESEREVE:

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 2016 was Rs. 5000000/-divided into 500000 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 differentialvoting rights nor granted any stock options nor sweat equity.

6. SUSIDIARIES/JOINT VENTURES/ASSOCIATE COMPANIES:

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

7. PUBLIC DEPOSITS:

Your 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 financialstatement.

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 financial year ended 31s' March 2016.

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

There are no significant or material orders passed by the Regulators or Courts thatwould impact the going 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. AllIndependent Directors have given declaration that they meet the criteria of independenceas laid under Section 149(6) of the Companies Act 2013 and and Regulation 16(b) of theSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015. None of theDirectors are 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 the applicable accounting standards hadbeen followed along with proper explanation relating 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 financial year and ofthe profit of the company for that period;

(c) the Directors had taken proper and sufficient 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 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 thecompany and that such internal financial controls are adequate and were operatingeffectively.

(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 1 7 of theSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 the Board hascarried out an evaluation after taking into consideration various aspects of theBoard’s functioning composition of the Board and its Committees culture executionand performance of specific duties remuneration obligations and governance. Theperformance evaluation of the Independent Directors was carried out by the entire Board.The performance evaluation of the Chairman was also carried out by the IndependentDirectors. The Board of Directors expressed their satisfaction with the evaluationprocess.

15. MEETING OF BOARD OF DIRECTORS OF THE COMPANY:

During the year under review Five (5) Board Meetings were convened and held on 30thMay 2015 14th August 2015 14th November 2015 1stJanuary 2016 and 13th February. 2016. The brief particulars of the Directorsattending the meetings arc 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 Chairman 5 5
Mr. Rajesh Srinivas Nawathe Non-executive Independent Director 5 5
Mrs. Subrata Paul Non-executive Independent Director 5 5

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 SEB1 (ListingObligations and Disclosure Requirements) Regulations 2015 and in consonance with theprovisions of Section 177 of the Companies Act 2013 the Board of Directors hasconstituted 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 thefinancial reporting system within the Company considering Quarterly & AnnualFinancial results of the Company and submitting its observations to the Board of Directorsbefore it is adopted by the Board review of internal audit report internal controlsystem audit methodology and process major accounting policies and practice compliancewith accounting 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 Srinivas 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 2015 14thAugust 2015 14th November 2015 and 13th February 2016respectively and all the members of Audit Committee were present.

18. NOMINATION & REMUNERATION COMMITTEE & ITS POLICY:

The Board of Directors of the Company has constituted a ‘Nomination andRemuneration Committee’ in order to align it with the provisions of Section 178 ofthe Companies Act 2013. The Board of Directors has framed a policy which lays down aframework in relation to remuneration of Directors Key Managerial Personnel and SeniorManagement of the Company. The policy lays down the criteria determining qualificationspositive attributes independence of a director and other matters pursuant to theprovisions 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 Meetings during the year

Held Attended
Mr. Krishan Kumar Bhajanlal Rathi Chairman Non-Executive Independent Director 2 2
Mr. Rajesh Srinivas Nawathe Member Non-Executive Independent Director 2 2
Mrs. Subrata Paul Member Non-Executive Independent Director 2 2

The Remuneration Committee meeting was held on 30 May 2015 and 13th February 2016.

19. STAKEHOLDERS RELATIONSHIP COMMITTEE:

The Board of Directors of the Company has constituted a ‘Stakeholders RelationshipCommittee’ in order to align it with the provisions of Section 178 of the CompaniesAct 2013. The Committee has been constituted to strengthen the investor relations and tointer- alia look into issues relating to shareholders grievances pertaining to transferof shares nonreceipt of declared dividends non-receipt of Annual Report issuesconcerning dematerialization etc.

The particulars of Members of Stakeholders Relationship Committee and their attendanceat the Meetings are as under:

No. of Meetings during the year

Name of the Director Designation Category of Directorship Held Attended
Mr. Krishan Kumar Bhajanlal Rathi Chairman Non-Executive Independent Director 4 4
Mr. Rajesh Srinivas Nawathe Member Non-Executivc Independent Director 4 4
Mrs. Subrata Paul Member Non-Executive Independent Director 4 4

The Stakeholders Relationship Committee meetings were held on 30th May2015 14th August 2015 14th November 2015 and 13thFebruary 2016 respectively.

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 Certificates 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 2016.

20. MEETING OF INDEPENDENT DIRECTORS:

During the year under review the Independent Directors of the Company met on 13thFebruary 2016 inter-alia to discuss:

1. Evaluation of performance of Non-Independent Directors and Board of Directors of theCompany as whole.

2. Evaluation of performance of the Chairman of the Company taking into accountthe views of Executive and Non-Executive Directors.

21. RISK MANAGEMENT COMMITTEE:

During the year the risk management committee meeting was held on 13lhFebruary 2016. The Directors have constituted a Risk Management Committee which has beenentrusted with the responsibility to assist the Board (a) to ensure that all the currentand future material risk exposures of the Company are identified assessed quantifiedappropriately mitigated minimized and managed i.e. to ensure adequate systems for riskmanagement (b) to establish a framework for the company’s risk management process andto ensure its implementation (c) to enable compliance with appropriate regulationswherever applicable through the adoption of best practices and (d) to assure businessgrowth with financial stability.

A Risk Management Policy was reviewed and approved by the Committee.

22. REMUNERATION AND SITTING FEES:

The details of Remuneration paid or Sitting fees paid as applicable 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 Srinivas Nawathe Non-Executive Independent Director - -
Mrs. Subrata Paul Non-Executive Independent Director

23. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company has a Vigil Mechanism / Whistle Blower policy to report genuine concernsgrievances frauds and mismanagements if any. The Vigil Mechanism /Whistle Blower policyhas been posted on the website of the Company.

24. RELATED PARTY TRANSACTIONS:

The Company has not entered into any related party transactions which fall under theprovisions of Section 188 of the Companies Act 2013 and rules made thereunder. Alsothere are no materially significant related party transactions made by the Company withPromoters Key Managerial Personnel or other designated persons which may have potentialconflict 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 of theCompany in a dematerialized form in either of the two Depositories. The Company has beenallotted ISIN No. INE113B01029.

Shareholders therefore are requested to take full benefit 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. Allthe Board members and Senior Management Personnel have confirmed compliance with the Code.

27. STATUTORY AUDITORS:

M/s. Sampat Mehta & Associates Chartered Accountants (Firm RegistrationNo.l09038W) were appointed as the Statutory Auditors of the Company at the AGM held on 30thSeptember 2014 to hold office until the conclusion of third (3rd)consecutive AGM are recommended for: ratification of appointment for the Financial Year2016-17. As required under the provisions of Section 139 of the Companies Act 2013 theCompany has obtained written confirmation from M/s. Sampat Mehta & Associates thattheir appointment if made would be in conformity with the limits specified in the saidSection.

28. SECRETARIAL AUDIT:

Pursuant to 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 asAnnexure ‘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 the Accounts which arc self-explanatory and therefore do not callfor any 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 theconstitution 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 thatall the provisions are compiled to the fullest extent.

30. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has an in house Internal Control System commensurate with the size scaleand complexity of its operations. The scope and authority of the Internal Audit functionis defined by the Audit Committee. To maintain its objectivity and independence theInternal Audit function reports to the Chairman of the Audit Committee of the Board.

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

31. CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORTS:

The Provisions of Corporate Governance are not applicable to the Company &Management Discussion and Analysis Reports is attached as Annexure ‘C’.

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

The information on conservation of energy technology absorption and foreign exchangeearnings and outgo pursuant to Section 134(3)(m) of the Companies Act 2013 read with theRule 8(3) of the Companies (Accounts) Rules 2014 is not applicable.

33. SEXUAL HARASSMENT:

The Company has 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 at the Plant.

35. PARTICULARS OF EMPLOYEES:

The information required pursuant to Section 197 read with rule 5 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 is not applicable.

36. LISTING:

The Company’s Shares arc listed on BSE Limited and Our Investments EnterprisesLimited (Formerly known as Cochin Stock Exchange Limited).

37. INTERNAL FINANCIAL CONTROL AND THEIR ADEQUACY:

The company has in place adequate internal financial controls commensurate with thesize scale and complexity of its operations. The Company has policies and procedures inplace for ensuring proper and efficient 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 financial information.

The company has adopted accounting policies which are in line with the accountingstandards and 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 Acts & Rules framed thereunder either to the Company or to the CentralGovernment.

39. APPRECIATION:

Your Directors would like to express 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 Office: 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
Krishan Bhajanlal Rathi
Date: 30th May 2016 Director
DIN:00156061