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Omkar Overseas Ltd.

BSE: 531496 Sector: Others
NSE: N.A. ISIN Code: INE680D01015
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OPEN 1.32
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VOLUME 9060
52-Week high 1.61
52-Week low 0.70
P/E 66.00
Mkt Cap.(Rs cr) 1
Buy Price 1.32
Buy Qty 13.00
Sell Price 0.00
Sell Qty 0.00
OPEN 1.32
CLOSE 1.26
VOLUME 9060
52-Week high 1.61
52-Week low 0.70
P/E 66.00
Mkt Cap.(Rs cr) 1
Buy Price 1.32
Buy Qty 13.00
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 21st Annual Reporttogether with the Audited Statement of Account for the year ending on 31stMarch 2017.

Financial Results:

(Amt. in Rs.)
Particulars 2016 – 2017 2015 – 2016
Revenue from operations 12290738 15267470
Other Income 0 0
Total revenue 12290738 15267470
Expenditure
Employee benefits expenses 144000 144000
Purchases of Stock-in-trade 7355093 13694625
Other expenses 4297387 1200861
Total expenses 11796480 15039486
Profit before exceptional and extra ordinary items and tax 495588 227984
Profit before tax 495588 227984
Tax expense :
Income tax for earlier years NIL NIL
Provision for income tax 100000 50000
Reversal of excess provision of Income tax 0 2180
Net profit for the year 395588 180164

PRESENT OPERATIONS & FUTURE PROSPECTS:

During the year under review the revenue from operations of company for the FinancialYear 2016-17 was Rs. 122.90 Lakhs compared to the previous Financial Year 2015-16 of Rs.152.67 Lakhs. The Company has made Net Profit of Rs. 3.95 Lakhs as compared to profit ofRs. 1.80 Lakhs in previous Financial Year.

During the year under the review the profit of Rs. 395588/- was added in Reserves andSurplus. The Closing Balance of Surplus of the Profit and Loss shown under the head"Reserves and Surplus" was Rs. 13229/-.

Your Directors are hopeful to exploit the present resources in efficient manner andachieve better results in the coming year.

OPERATIONS:

During the year under the review the total revenue from operation decreased by Rs.29.76 Lakhs (19.50%) in comparison to the previous year. The total expenses have also beendecreased by Rs. 324.73 Lakhs (21.56%) and due to that fewer expenses during the yearunder review the net profit after tax (PAT) has increased by 2.15 Lakhs (119.57 %). Thedecrease in sales was result of the stiff competition and general economic conditions.

DIVIDEND:

Your directors do not recommend payment of any dividend for the financial year ended 31stMarch 2017 in order to conserve the resources of the Company. The Company will retainthe earnings for use in the operations of future projects and strive to increase the networth of the stakeholders.

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. RameshDeora retires by rotation at the ensuing Annual General Meeting and being eligibleoffers himself for re-appointment. Your directors recommend his re-appointment.

ii. Cessation & Appointment of Additional / Independent Women Director:

There was no change in Directors of the Company during the year under review.

iii. 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 atthe start of the year during the year or at the end of the year and hence there is norequirement of giving the statement containing the salient feature of the financialstatement of the company's subsidiary or subsidiaries associate company or companies andjoint venture or ventures.

DEPOSIT:

The Company has not invited any deposit other than the exempted deposit as prescribedunder the provision of the Companies Act 2013 and the rules framed there under asamended from time to time. Hence there areno particulars to report about the depositfalling 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 orderspassed by any Regulators or Court or Tribunals which may have impact on the going concernstatus. No order has been passed by any Regulators or Court or Tribunals which may haveimpact on the Company‘s operation in future.

INTERNAL FINANCIAL CONTROLS:

The internal financial controls with reference to the Financial Statements arecommensurate with the size and nature of business of the Company. The Company has adoptedthe policies and procedures for ensuring the orderly and efficient conduct of itsbusiness including adherence to Company's policies safeguarding of its assetsprevention and detection of frauds and errors the accuracy and completeness of theaccounting records and the timely preparation of reliable financial information.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO:

Pursuant to Section 134(3)(m) of the Companies Act 2013 read with Rule 8 (3) ofCompanies (Accounts) Rules 2014 the Board of Directors hereby declare that there are noparticulars to report for the Conservation of Energy & Technology Absorption. There isno 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) ofCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014.

DISCLOSURE UNDER SECTION 197(12) AND RULE 5(1) OF THE COMPANIES (APPOINTMENT ANDREMUNERATION 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) Rules2014. Required details are annexed to this Report as Annexure A

AUDIT COMMITTEE

The company is having an audit committee comprising of the following directors:

Name Position
Mr. Shivbhagvan R. Brohra Chairman
Mr. Niranjan Dwarkaprasad Agarwal Member
Ms. Chinar Rajkumar Jethwani Member

During the Year under review total four Audit Committee Meetings were held.

Sr. No. Date of Committee Meeting Members Present
1. 27.05.2016 1. Mr. Shivbhagvan Radhakrushna Brohra
2. Mr. Niranjan Dwarkaprasad Agarwal
3. Ms. Chinar Rajkumar Jethwani
2. 12.08.2016 1. Mr. Shivbhagvan Radhakrushna Brohra
2. Mr. Niranjan Dwarkaprasad Agarwal
3. Ms. Chinar Rajkumar Jethwani
3. 14.11.2016 1. Mr. Shivbhagvan Radhakrushna Brohra
2. Mr. Niranjan Dwarkaprasad Agarwal
3. Ms. Chinar Rajkumar Jethwani
4. 10.02.2017 1. Mr. Shivbhagvan Radhakrushna Brohra
2. Mr. Niranjan Dwarkaprasad Agarwal
3. Ms. Chinar Rajkumar Jethwani

The Composition and the Terms of Reference of the Audit Committee is as mentioned inthe 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 totime. The Statutory Auditor Internal Auditor and Chief Finance Officer and ChiefExecutive Officer usually attend the Meeting of the Audit Committee.

NOMINATION & REMUNERATION COMMITTEE

The Nomination and Remuneration Committee of the Board of Directors of the Companyconsisted of following Directors:

Name Position
Mr. Shivbhagvan R. Brohra Chairman
Ms. Chinar Rajkumar Jethwani Member
Mr. Niranjan Dwarkaprasad Agarwal Member

During the Year under review no Meeting of the Nomination & Remuneration Committeewas held.

The Composition and the Terms of Reference of the Nomination & RemunerationCommittee is as mentioned in the provisions of Section 178 of the Companies Act 2013 andRegulation 19 of SEBI (Listing Obligations & Disclosure Requirements) Regulations2015 as amended from time to time.

STAKEHOLDER RELATIONSHIP COMMITTEE

The Stakeholder Relationship Committee of the Board of Directors of the Companyconsisted of following Directors

Name Position
Mr. Shivbhagvan R. Brohra Chairman
Ms. Chinar Rajkumar Jethwani Member

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

Sr. No. Date of Committee Meeting Members Present
1. 27.05.2016 1. Mr. Shivbhagvan Radhakrushna Brohra
2. Ms. Chinar Rajkumar Jethwani
2. 12.08.2016 1. Mr. Shivbhagvan Radhakrushna Brohra
2. Ms. Chinar Rajkumar Jethwani
3. 14.11.2016 1. Mr. Shivbhagvan Radhakrushna Brohra
2. Ms. Chinar Rajkumar Jethwani
4. 10.02.2017 1. Mr. Shivbhagvan Radhakrushna Brohra
2. Ms. Chinar Rajkumar Jethwani

The Composition and the Terms of Reference of the Stakeholder Relationship Committee isas mentioned in the provisions of Section 178 of the Companies Act 2013 and Regulation 20of SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015 as amendedfrom 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 followingpolicies:

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 orinformation

5. Whistle Blower Policy

6. Nomination & Remuneration Policy

All the above policies have been displayed on the website of the Company viz.http://www.omkaroverseasltd.com/ resource/Policy.aspx

AUDITORS

i. Statutory Auditor and their Report

The observations made in the report of auditor are dealt with in the notes forming partof the Accounts at appropriate places which are self–explanatory.

As per the provisions of section 139 of the Companies Act 2013 an individual or a firmshould not hold the office of the Auditor for more than 2 terms of five years each. Thetransitional provisions allowed the auditors' firm to continue for a period of threeyears. M/s. Nahta Jain & Associates Chartered Accountants Ahmedabad were in officefor the period allowed under the Companies Act and are now due for rotational vacancy.Hence M/s. Abhishek Kumar & Associates Chartered Accountants (Firm Registration No: 130052W) are proposed to be appointed as the statutory Auditor of the Company for aperiod of 5 years from the conclusion of the ensuing Annual General Meeting till theconclusion of 26th Annual General Meeting in place of M/s. Nahta Jain &Associates Chartered Accountants Ahmedabad.

Necessary resolution seeking approval of the members for appointment of new statutoryauditors has been incorporated in the Notice convening the Annual General Meeting formingpart of this Annual Report.

ii. INTERNAL AUDITOR

M/s. R. R. Jain & Associates Chartered Accountant are Internal Auditors of theCompany. The Audit Committee of the Board of Directors in consultation with the InternalAuditors formulates the scope functioning periodicity and methodology for conducting theinternal audit.

iii. SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT

The Board of Directors of the Company has in compliance with the provisions of Section204(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 forthe financial year 2016-17. The Report of the Secretarial Auditor is annexed to thisReport as "Annexure B" which is self explanatory and gives completeinformation.

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

Qualification/Adverse Remark Explanation
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 ispaid for the year 2017 – 2018.

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 havebeen followed along with proper explanation relating to material departures.

(b) The Directors have 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 profits of the Company for that period.

(c) The Directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets 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 Explanationto Section 134(5)(e) of the Act) to be followed by the Company and such internal financialcontrols are adequate and are operating effectively.

(f) The Directors have devised proper systems to ensure compliance with the provisionsof 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 thepaid-up capital of the company being less than Rs.10 crore and net worth being less thanRs. 25 crore the threshold limit as prescribed therein.

MANAGEMENT DISCUSSION AND ANALYSIS:

The Management Discussion and Analysis Report for the financial year under review asstipulated under Regulation 34 of the Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 annexed as "Annexure-C".

RELATED PARTY TRANSACTIONS:

During the year under review there has been no transaction entered into with therelated parties.

PARTICULARS OF LOANS / GUARANTEES / INVESTMENT:

The Particulars of loans guarantee or investment made under Section 186 of theCompanies Act 2013 are furnished in the Notes to the Financial Statements for the yearended 31st March 2017.

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 isdesigned to safeguard the organisation from various risks through adequate and timelyactions. It is designed to anticipate evaluate and mitigate risks in order to minimizeits impact on the business. The potential risks are inventoried and integrated with themanagement process such that they receive the necessary consideration during decisionmaking. It is dealt with in greater details in the management discussion and analysissection.

VIGIL MECHANISM

Pursuant to Section 177(9) of the Companies Act 2013 the company has adopted WhistleBlower Policy to deal with any instance of fraud and mismanagement. The employees of thecompany are free to report violations of any laws rules regulations and concerns aboutunethical conduct to the Audit Committee under this policy. The policy ensures that strictconfidentiality is maintained whilst dealing with concerns and also that no discriminationwith 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 aboveDirectors confirming their independence.

EXTRACT OF THE ANNUAL RETURN:

Pursuant to provision of Section 92 and 134 and other applicable provision of theCompanies 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 on31st March 2017 is annexed as "Annexure D" to this Report.

NUMBER OF BOARD MEETINGS:

The calendar of meetings to be held in a year is decided in advance by the Board andcirculated 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 asprovided in section 173 of the Act. The Details of Which are as under

Sr. No. Date of Board Meeting Directors Present
1. 27.05.2016 1. Mr. Ramesh Deora
2. Mr. Niranjan Dwarkaprasad Agarwal
3. Mr. Shivbhagvan Radhakrushna Brohra
4. Ms. Chinar Rajkumar Jethwani
2. 12.08.2016 1. Mr. Ramesh Deora
2. Mr. Niranjan Dwarkaprasad Agarwal
3. Mr. Shivbhagvan Radhakrushna Brohra
4. Ms. Chinar Rajkumar Jethwani
3. 14.11.2016 1. Mr. Ramesh Deora
2. Mr. Niranjan Dwarkaprasad Agarwal
3. Mr. Shivbhagvan Radhakrushna Brohra
4. Ms. Chinar Rajkumar Jethwani
4. 10.02.2017 1. 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 SocialResponsibility is not applicable to the company.

ANNUAL PERFORMANCE EVALUATION:

In compliance with the provisions of the Act and voluntarily under Regulation 17(10) ofSEBI (Listing Obligation and Disclosure Requirements) Regulations 2015 the performanceevaluation was carried out as under: Board: In accordance with the criteriasuggested by The Nomination and Remuneration Committee the Board of Directors evaluatedthe performance of the Board having regard to various criteria such as Board compositionBoard processes Board dynamics etc. The Independent Directors at their separatemeetings also evaluated the performance of the Board as a whole based on variouscriteria. The Board and the Independent Directors were of the unanimous view thatperformance of the Board of Directors as a whole was satisfactory.

Committees of the Board: The performance of the Audit Committee the Nomination andRemuneration Committee The Stakeholder Relationship Committee was evaluated by the Boardhaving regard to various criteriasuch as committee composition committee processescommittee dynamics etc. The Board was of the unanimous view that all the committees wereperforming their functions satisfactorily and according to the mandate prescribed by theBoard under the regulatory requirements including the provisions of the Act the Rulesframed thereunder and the SEBI (Listing Obligation and Disclosure Requirement) Regulation2015

Individual Directors:

(a) Independent Directors: In accordance with the criteria suggested by The Nominationand Remuneration Committee the performance of each independent director was evaluated bythe entire Board of Directors (excluding the director being evaluated) on variousparameters like engagement leadership analysis decision making communicationgovernance and interest of stakeholders. The Board was of the unanimous view that eachindependent director was a reputed professional and brought his/her rich experience to thedeliberations of the Board. The Board also appreciated the contribution made by all theindependent directors in guidingthe management in achieving higher growth and concludedthat continuance of each independent director on the Boardwill be in the interest of theCompany.

(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 separatemeeting. Further their performance was also evaluated by the Board of Directors. Thevarious criteria considered for the purpose of evaluation included leadership engagementtransparency analysis decision making functional knowledge governance and interest ofstakeholders. The Independent Directors and the Board were of the unanimous view that eachof the non-independent directors was providing good business and people leadership.

MATERIAL CHANGES AND COMMITMENTS IF ANY AFTER BALANCESHEET DATE: There were noMaterial changes after the balance - sheet date.

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 there under. During the year under review no complaints werereported.

APPRECIATION:

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

Registered Office: For and on behalf of the Board of Directors of
212 New Cloth Market OMKAR OVERSEAS LIMITED
O/S. Raipur Gate
Ahmedabad - 380 002 RAMESH DEORA
Place : Ahmedabad CHAIRMAN
Dated: 11th August 2017 DIN: 01135440

"ANNEXURE- A"

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

(i) The ratio of remuneration of each director to the median remuneration of theemployees of the company for the financial year 2016-17:

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

(ii) The percentage increase in remuneration of each director CFO CEO CompanySecretary or Manager if any in the financial year 2016-17:

Mr. Niranjan Agarwal CFO Nil
Mr. Ramesh Deora CEO Nil

(iii) the number of permanent employees on the rolls of the Company : 1 (One) (Otherthan KMP)

(iv) the explanation on the relationship between average increase in remuneration andcompany performance:

During the year the Company has not provided remuneration to any of its Director.

(v) Comparison of remuneration of KMP against the performance of the Company:

Since the Company has not provided remuneration there is no comparison of remunerationof KMP against the performance of the Company.

(vi) Market Capitalisation:

Date Issued Shares Closing Market Price per share(Rs) EPS (Rs.) PE Ratio Market Capitalisation (Rs. In Cr.)
31.03.2016 5000000 1.02 0.04 25.50 0.51
31.03.2017 5000000 1.21 0.08 15.125 0.61
Increase/(Decrease) Nil 0.19 0.04 (10.375) 0.10
Increase/(Decrease)% Nil 18.63% 100% (40.69%) 19.61%

The company came out with the IPO at a price of Rs. 10/- per share. The market price ofthe share as on 31st March 2017 was Rs. 1.21/- on BSE Limited. The variationin price is 18.63%.

(vii) comparison of each of remuneration of the key managerial person against theperformance of the Company:

Since Company has not provided remuneration there is no comparison of each ofremuneration of the KMP against the performance of the Company.

Registered Office: For and on behalf of the Board of Directors of
212 New Cloth Market OMKAR OVERSEAS LIMITED
O/S. Raipur Gate
Ahmedabad - 380 002 RAMESH DEORA
Dated: 11th August 2017 CHAIRMAN
Place : Ahmedabad DIN: 01135440