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Omkar Overseas Ltd.

BSE: 531496 Sector: Others
NSE: N.A. ISIN Code: INE680D01015
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OPEN 1.09
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VOLUME 1800
52-Week high 1.61
52-Week low 0.55
P/E 12.38
Mkt Cap.(Rs cr) 1
Buy Price 0.99
Buy Qty 80.00
Sell Price 0.00
Sell Qty 0.00
OPEN 1.09
CLOSE 1.04
VOLUME 1800
52-Week high 1.61
52-Week low 0.55
P/E 12.38
Mkt Cap.(Rs cr) 1
Buy Price 0.99
Buy Qty 80.00
Sell Price 0.00
Sell Qty 0.00

Omkar Overseas Ltd. (OMKAROVERSEAS) - Director Report

Company director report

To

The members

Your Directors have the pleasure in presenting the 20th Annual Report together with the Audited Statement of Account for the year ending on 31st March 2016.

Financial Results :

(Amt. in Rupees)
Particulars2015-20162014-2015
Revenue from operations1526747074480326
Other Income011617
Total revenue1526747074491943
Expenditure
Employee benefits expenses144000147000
Other expenses1489548673882629
Total expenses1503948674029629
Profit before exceptional and extra ordinary items and tax227984462314
Profit before tax227984462314
Tax expense :
Income tax for earlier yearsNILNIL
Provision for income tax50000100000
Recersal of excess provision of Income tax2180NIL
Net profit for the year180164362314

PRESENT OPERATIONS & FUTURE PROSPECTS:

During the year under review the revenue from operations of company was Rs. 152.67 Lacs compared to the previous years of Rs. 744.80 Lacs. The Company has made Net Profit of Rs. 1.80 Lacs as compared to profit of Rs. 3.62 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 79.50 % in comparison to the previous year. The total expenses have decreased by 79.68 % and the net profit after tax has decreased by 50.27 %. The decrease in sales was result of the stiff competition and general economic conditions.

DIVIDEND:

As the Company has inadequate Profits 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 Mr. Niranjan Agarwal retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment. Your directors recommend his re-appointment.

ii. Cessation:

There was no cessation of director during the year.

iii. Appointment of Additional / Independent Women Director

During the year under review there were no changes in the composition of Board during the year under review.

iv. 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.

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 CompanyRss 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 declare 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 Audit Committee Meetings 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 Regulation 18(1) of SEBI (Listing Obligations and Disclosure Requirement) Regulations 2015 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.

NOMINATION & REMUNERATION COMMITTEE

The nomination & Remuneration 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 nomination & Remuneration Committee are non-executive Directors. Mr. Shivbhagvan R. Brohra is the Chairman of the nomination & Remuneration Committee.

The Composition and the Terms of Reference of the Nomination & Remuneration Committee is as mentioned in the provisions of Section 178 of the Companies Act 2013 and Regulation 19 of SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015 as amended from time to time.

STAKEHOLDER RELATIONSHIP COMMITTEE

The Stakeholder Relationship Committee of the Board of Directors of the Company consisted of Two Directors viz. Mr. Shivbhagvan R. Brohra and Ms. Chinar Rajkumar Jethwani. All members of the Stakeholder Relationship Committee are non-executive Directors. Mr. Shivbhagvan R. Brohra is the Chairman of the Stakeholder Relationship Committee.

During the Year under review total Four Meeting of the Stakeholder Relationship Committee was held.

The Composition and the Terms of Reference of the Stakeholder Relationship Committee is as mentioned in the provisions of Section 177 of the Companies Act 2013 and Regulation 20 of SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015 as amended from time to time.

POLICIES

In accordance with the requirements of the Companies Act 2013 and SEBI (LODR) Regulations 2015 the Board of Directors of the Company has framed the following policies:

1. Materiality of Information Policy

2. Policy for Preservation of Documents

3. Code for Fair Disclosure of UPSI

4. Person Authorised for determining the materiality of any event or transaction or information

5. Whistle Blower Policy

6. Nomination & Remuneration Policy

All the above policies have been displayed on the website of the Company viz. www. omkaroverseasltd.com

AUDITORS

i. Statutory Auditor and their Report

At the 18 Annual General Meeting held on 30 September 2014 the members approved appointment of M/s. Nahta Jain & Associates (Firm Registration No. 106801W) Chartered Accountants Ahmedabad to hold office from the conclusion of the 18 Annual General Meeting until the conclusion of the 21 Annual General Meeting (Subject to ratification of appointment by members at every Annual general meeting held after the 18 Annual General Meeting) on such remunerations may be fixed by the Board apart from reimbursement of out of pocket expenses as may be incurred by them for the purpose of audit.

In Accordance with section 139 of the Act Members are requested to ratify the appointment of the Auditors for the balance term to hold office from the conclusion of the 20 Annual general Meeting till the conclusion of the 21 Annual general Meeting.

The observations made in their report are dealt with in the notes forming part of the Accounts at appropriate places which are selfexplanatory.

ii. INTERNAL AUDITOR

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 formulates the scope functioning periodicity and methodology for conducting the internal audit.

iii. SECRETARIAL AUDITOR AND SECRETARIAL AUDIT 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 2015-16. The Report of the Secretarial Auditor is annexed to this Report as `Annexure-B' which is self explanatory and give complete information.

EXPLANATION TO THE QUALIFICATIONS IN AUDITOR'S REPORT AND SECRETARIAL AUDIT REPORT:

Qualification/ Adverse RemarkExplanation
The Company is yet to appoint the Company Secretary as specified under the provisions of Section 203 under the Companies Act 2013.The Company was not able to get a fit and proper candidate at remuneration commensurate with the size of the Company. The Company did make sufficient attempts to appoint full time Company Secretary however was unable to find / appoint any suitable candidate. However the company has made appointment of the women director i.e. Ms. Chinar Jethwani who is a Company Secretary by profession guiding for the compliance of the company related to the same area.
The composition of the Nomination and Remuneration Committee of the Board is not in compliance of provisions of section 178 of the Companies Act 2013 and rules made thereof as the Company is yet to appoint Non-Executive Directors in the company.The Company had proper composition of the Nomination and Remuneration Committee. However due to the appointment of Mr. Niranjan Agarwal as Chief Financial Officer who was Non- Executive director in the company prior to such appointment as KMP the company requires to appoint one more Non-Executive Director to complete the composition of the Nomination and Remuneration Committee. The Company is looking for fit and proper candidate for the said position to complete the composition of the Nomination and Remuneration Committee of the Board.

LISTING:

The shares of the company are listed at BSE Limited. Listing fees of BSE Limited is paid for the year 2016 -2017.

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 Regulation 27(2)(a) of SEBI(Listing Obligation and Disclosure Requirement) Regulations 2015 regarding Corporate Governance is not applicable to the Company the paid-up capital of the company being less than Rs.10 corers and net worth 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 2016.

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 inventoried 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.

VIGIL MECHANISM

Pursuant to Section 177(9) of the Companies Act 2013 the company has adopted Whistle Blower Policy to deal with any instance of fraud and mismanagement. The employees of the company are free to report violations of any laws rules regulations and concerns about unethical conduct to the Audit Committee under this policy. The policy ensures that strict confidentiality is maintained whilst dealing with concerns and also that no discrimination with any person for a genuinely raised concern.

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 2016 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. The Details of Which are as under

Sr. No.Date of Board MeetingDirectors Present
1.27.05.20151. Mr. Ramesh Deora
2. Mr. Niranjan Dwarkaprasad Agarwal
3. Mr. Shivbhagvan Radhakrushna Brohra
4. Ms. Chinar Rajkumar Jethwani
2.10.08.20151. Mr. Ramesh Deora
2. Mr. Niranjan Dwarkaprasad Agarwal
3. Mr. Shivbhagvan Radhakrushna Brohra
4. Ms. Chinar Rajkumar Jethwani
3.09.11.20151. Mr. Ramesh Deora
2. Mr. Niranjan Dwarkaprasad Agarwal
3. Mr. Shivbhagvan Radhakrushna Brohra
4. Ms. Chinar Rajkumar Jethwani
4.13.02.20161. Mr. Ramesh Deora
2. Mr. Niranjan Dwarkaprasad Agarwal
3. Mr. Shivbhagvan Radhakrushna Brohra
4. Ms. Chinar Rajkumar Jethwani

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 Regulation 17(10) of SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015 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 SEBI (Listing Obligation and Disclosure Requirement) Regulation 2015

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 and people leadership.

MATERIAL CHANGES AND COMMITMENTS IF ANY AFTER BALANCESHEET DATE:

There were no Material changes after the balance - sheet date.

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.

APPRECIATION:

Your Directors wish to convey their thanks to all the bankers suppliers customers and Shareholders for their continued support to the company

Registered Office:For and on behalf of the Board
212 New Cloth MarketOMKAR OVERSEAS LIMITED
O/S. Raipur Gate
Ahmedabad - 380 002Ramesh Deora
Dated: 12 August 2016Chairman
DIN: 01135440

`ANNEXURE - A'

Disclosure under Section 197(12) and Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) rules 2014

(i) The ratio of remuneration of each director to the median remuneration of the employees of the company for the financial year 2015-16:

During the period no remuneration was paid to any Director hence ratio of remuneration stands at 0 (zero)

(ii) The percentage increase in remuneration of each director CFO CEO Company Secretary or Manager if any in the financial year 2015-16:

Mr. Niranjan Agarwal #CFONil
Mr. Ramesh Deora #CEONil

(iii) Market Capitalisation

DateIssued SharesClosing Market Price per shareEPSPE RatioMarket Capitalisation
(Rs)(Rs.)(Rs. In Cr.)
31.03.201550000001.800.0725.710.90
31.03.201650000001.020.0425.500.51
Increase/ (Decrease)Nil(0.78)(0.03)(0.21)(0.39)
Increase/ (Decrease)%Nil(43.33%)(42.85%)(0.82%)(43.33%)

 

Registered Office:For and on behalf of the Board
212 New Cloth MarketOMKAR OVERSEAS LIMITED
O/S. Raipur Gate
Ahmedabad - 380 002Ramesh Deora
Dated: 12 August 2016Chairman
DIN: 01135440

To.

The Members

Omkar Overseas Limited.

Our report of even date is to be read along with this letter.

1. Maintenance of secretarial record is the responsibility of the management of the company. Our responsibility is to express an opinion on these secretarial records based on our audit.

2. We have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the Secretarial records. The verification was done on test basis to ensure that correct facts are reflected in secretarial records. We believe that the processes and practices we followed provide a reasonable basis for our opinion.

3. We have not verified the correctness and appropriateness of financial records and Books of Accounts of the Company.

4. Wherever required we have obtained the Management representation about the compliance of laws rules and regulations and happenings of events etc.

5. The compliance of the provisions of Corporate and other applicable laws rules regulations standards is the responsibility of management. Our examination was limited to the verification of procedures on test basis.

6. The secretarial Audit report is neither an assurance as to the future viability of the company nor of the efficiency or effectiveness with which the management has conducted the affairs of the company.

Place: AhmedabadUmesh Ved
Date : 12 August 2016Umesh Ved & Associates
Company Secretaries
FCS No.: 4411
C.P. No.: 2924