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Omkar Pharmachem Ltd.

BSE: 532167 Sector: Industrials
NSE: N.A. ISIN Code: INE501C01015
BSE LIVE 14:30 | 22 Nov 9.26 0.44
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OPEN 9.26
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VOLUME 3000
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P/E
Mkt Cap.(Rs cr) 9
Buy Price 9.26
Buy Qty 4400.00
Sell Price 0.00
Sell Qty 0.00
OPEN 9.26
CLOSE 8.82
VOLUME 3000
52-Week high 9.26
52-Week low 6.37
P/E
Mkt Cap.(Rs cr) 9
Buy Price 9.26
Buy Qty 4400.00
Sell Price 0.00
Sell Qty 0.00

Omkar Pharmachem Ltd. (OMKARPHARMACHEM) - Director Report

Company director report

To

The Members of

Omkar Pharmachem Limited

The Directors of your Company have pleasure in presenting their Twenty Second AnnualReport on the business and operations of the Company and Audited Accounts for thefinancial year ended 31st March 2017.

Financial Results:

[Amount in Rs.]

Particulars

For the year ended on 31st March

2017 2016
Revenue from Operation 0 0
Profit/(Loss) before depreciation and exceptional items and taxation (2101116) (1170770)
Depreciation 24344 0
Profit/(Loss) Before Taxation 2693840 (1170770)
Provision for Taxation 488301 0
Profit/(loss) After Tax 2205539 (1170770)

Dividend:

No Dividend has been declared by the Company during the Financial Year.

Operations:

Due to current tough market situation and recession the company has decided not toproceed further for starting its commercial activities and to wait till appropriateenvironment is established. Constant watch is kept on market trends.

Material Changes And Commitment If Any Affecting The Financial Position Of The CompanyOccurred

Between The End Of The Financial Year To Which This Financial Statements Relate And TheDate Of The

Report:

No such events have occurred.

Transfer To Reserves:

The company has earned a Profit of Rs. 2205539. However looking to past losses noamount is transferred to

Reserves.

Transfer Of Unclaimed Dividend To Investor Education And Protection Fund:

The provisions relating to transferring any amounts to the Investor Education andProtection Fund is not applicable to the

Company during the year.

Term Finance:

The Company has not obtained any term finance.

Extract of the Annual Return:

The extract of the annual return as provided under sub-section (3) of section 92 of theCompanies Act 2013 in specified

Form No. MGT-9- annexed as Annexure A.

Change In Nature Of Business:

The Company does not change its nature of Business during the period under review.

Number of Meetings of the Board:

Total Seven (7) Board Meetings dated 30th May 2016 6th June 2016 14th August 201629th August 2016 01st October 2016 14th November 2016 and 14th February 2017 wereheld during the year. The complete details of meeting and the attendance of the Directorsare mentioned in Corporate Governance Report.

Directors' Responsibility Statement:

Pursuant to Section 134(5) of the Companies Act 2013 and based on the report from yourDirectors the operating Management confirms 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 affair so the company at the end of the financial year and ofthe loss 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 this 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 to be followed by thecompany and that such internal financial controls are adequate and are operatingeffectively; and

f) the directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems are adequate and operating effectively.

Management Discussion and Analysis Report:

Management’s Discussion and Analysis Report for the year under review asstipulated under Regulation 34 of SEBI (Listing Obligations & Disclosure Requirements)Regulation 2015 with the Stock Exchanges in India is presented in a separate sectionforming part of the Annual Report as Annexure-B.

Company’s Policy Relating To Directors Appointment Payment Of Remuneration AndDischarge Of Their Duties:

The Company's policy on directors' appointment and remuneration including criteria fordetermining qualifications positive attributes independence of a Director and othermatters provided under sub section (3) of Section 178 is annexed in Nomination andRemuneration Policy as Annexure C.

Particulars of the Employee:

The Information required under section 197 of the Act read with rule 5(1) and (2) ofthe Companies (Appointment and Remuneration of Managerial Personnel) Rule 2014 are givenbelow:

a. No remuneration was paid to the Directors; hence there is no such ratio of theremuneration of each director to the median remuneration of the employee of the Company.

b. No remuneration was paid to the Directors therefore the details of the percentageincrease in remuneration of each director does not arise and there is no increment in theremuneration paid to Chief Financial Officer and Company Secretary of the Company duringthe financial year.

c. The percentage increase in the median remuneration of the employees in the financialyear is: NIL

d. The number of permanent employees on the rolls of the Company is 5.

e. Average percentile increase already made in the salaries of employees other than themanagerial personnel in the last financial year and its comparison with the percentileincrease in the managerial remuneration and justification thereof and point out if thereare any exceptional circumstances for increase in the managerial remuneration: NIL

f. The key parameters for any variable components of remuneration availed by thedirectors: NA

g. Your Directors affirm that the remuneration paid to the employees and to KeyManagerial Personnel was as per remuneration policy of the Company.

f. The statement containing names of top ten employees in terms of remuneration drawnand the particulars of employees as required under Section 197(12) of the Act read withRule 5(2) of the Companies (Appointment and

Remuneration of Managerial Personnel) Rules 2014 is as follows:

1. Gaurav Kathuria (Chief Financial Officer)
2. Pankaj Singh (Company Secretary)
3. Mahesh Nagindas Pattani (Clerk)
4. Mukesh Ratilal Shah (Peon)
5. Juhika Bharatbhai Gajjar (Accountant)

Further There were no employees in the Company who was paid salary exceeding Rs.10200000 per annum or Rs. 850000/- per mont.

Particulars Of Loans Guarantees Or Investments Made Under Section 186 Of The CompaniesAct 2013:

There are no loans guarantees or investments under section 186 by the Company duringthe year under report.

Particulars of Contracts Or Arrangements Made With Related Parties:

There are no contracts or arrangements with related parties referred to in sub section(1) of Section 188 during the year under report.

Conservation Of Energy Technology Absorption Foreign Exchange Earnings And OutgoConservation of energy:

The disclosure required in Section 134(5) of the Companies Act 2013 is not applicableto the Company.

Technology absorption:

There is no technology absorption during the year under report

Foreign exchange earnings and Outgo:

The Foreign Exchange earned in terms of actual inflows during the year and the ForeignExchange outgo during the year in terms of actual outflows: NIL

Corporate Social Responsibility:

The policy on corporate social responsibility is not applicable to your Company.

Board Evaluation:

The Board of Directors has carried out an annual evaluation of its own performanceboard committees and individual directors pursuant to the provisions of the Act and thecorporate governance requirements as prescribed by the Securities and Exchange Board ofIndia (Listing Obligations and Disclosure Requirements) Regulations 2015 (‘SEBIListing Regulations’).

The performance of the board was evaluated by the board after seeking inputs from allthe directors on the basis of criteria such as the board composition and structureeffectiveness of board processes information and functioning etc. as provided by theGuidance Note on Board Evaluation issued by the Securities and Exchange Board of India onJanuary 5 2017.

The performance of the committees was evaluated by the board after seeking inputs fromthe committee members on the basis of criteria such as the composition of committeeseffectiveness of committee meetings etc.

The Board and the Nomination and Remuneration Committee reviewed the performance ofindividual directors on the basis of criteria such as the contribution of the individualdirector to the board and committee meetings like preparedness on the issues to bediscussed meaningful and constructive contribution and inputs in meetings etc.

In a separate meeting of independent directors performance of non-independentdirectors and the board as a whole was evaluated taking into account the views ofexecutive directors and non-executive directors. The same was discussed in the boardmeeting that followed the meeting of the independent directors at which the performanceof the board its committees and individual directors was also discussed. Performanceevaluation of independent directors was done by the entire board excluding theindependent director being evaluated.

Code of Conduct:

The Board of Directors of the Company has adopted a code of conduct and made itapplicable to the Board members and senior management of the Company.

The Board and Senior Management of the Company have affirmed compliance with the code.

Directors and Key Managerial Person (KMP):

The current Directors of the company are Mr. Anurag Sharma Parminder Sharma Janak Rajand Mamta Pachori. Mr. Anurag Sharma is reappointed as Managing Director of the Companywith effect from 29th August 2016 for further period of 5 years. Mr. Anurag Sharmademonstrated exemplary Leadership during his previous tenure as Managing Director. TheDirectors place on record their appreciation of the invaluable services of Mr. AnuragSharma as the Managing Director.

As per the Provision of the Companies Act 2013 Mr. Parminder Sharma who retires byrotation at the ensuing Annual General Meeting and being eligible seeks reappointment.The Board recommends his appointment.

Mr. Pankaj Singh is appointed as Company Secretary cum Compliance officer of theCompany w.e.f 1st October 2016 in place of Mr. Amit Anand who has resigned from theposition of the Company Secretary on 30th May 2016.

Mr. Gaurav Kathuria continue to be the Chief Financial Officer of the company.

All the independent directors i.e. Mr. Janak Raj and Mrs. Mamta Pachori have submittedthe Statement on declaration that they qualify the criteria of independence as requiredunder sub-section (6) of section 149 of the Companies Act 2013 and Reg. 16(1) (b) of theSEBI (Listing Obligations and Disclosure Requirement) Regulations 2015.

Details of significant and material orders passed by the Regulators Courts andTribunals:

No significant and material order has been passed by the regulators courts tribunalsimpacting the going concern status and company’s operations in future.

The details in respect of adequacy of internal financial controls with reference to theFinancial Statements:

The Company has already formulated an Audit Committee which holds the Audit Committeemeeting time to time to review the financial results internal financial controls and riskmanagement system auditor’s independence and performance etc. The Company has alsoappointed Internal Auditors who perform their duty on the basis of the scope of workallotted to them time to time.

Disclosure under the Sexual Harassment of Women at workplace (Prevention Prohibitionand Redressal) Act 2013:

The Company has in place an Anti Sexual Harassment Policy in line with the requirementsof The Sexual Harassment of Women at the workplace (Prevention Prohibition and Redressal)Act2013. The Internal Complaints Committee (ICC) has been set up to redress complaintsreceived regarding sexual harassment.

All employees (permanent contractual temporary trainees) are covered under thepolicy. No sexual harassment complaint has been received by the Company during the year2016-17.

Vigil mechanism / Whistle Blower Policy:

Pursuant to Section 177 of the Companies Act 2013 the rules made thereunder and theRegulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015the Company has established a Vigil Mechanism for directors and employees to reportgenuine concerns about any instance of any irregularity unethical practice and/ormisconduct. The Details of the Vigil policy is explained in the Corporate GovernanceReport.

Disclosures relating to policies:

Risk Management Policy:

The Company is not mandatorily required to constitute Risk Management Committee.Further our Company has laid down procedure to inform Board Members about the riskassessment and minimization procedures. These procedures are being periodically reviewedto ensure that management controls risk through the means of properly defined framework ofthe Company.

The CSR policy is not applicable to the Company.

Share Capital

During the year there is no change in the share capital of the company. Further theCompany has not issued shares with differential voting rights neither granted stockoptions nor sweat equity. As on 31st March 2017 none of the Directors (except Mr.Parminder Sharma who holds 35000 share) of the Company hold shares or convertibleinstruments of the Company.

Share Registrar & Transfer Agent

Alankit Assignments Limited ("Aal") a SEBI registered Registrar &Transfer Agent ("RTA") has been appointed as the Company’s RTA. The contactdetail of Aal is mentioned in the Report on Corporate Governance.

Auditors

Pursuant to the provisions of Section 139 of the Companies Act 2013 and the rulesframed thereunder M/s. Rajesh J. Shah & Associates Chartered Accountants Ahmedabadwere appointed as Statutory Auditors of the Company from the conclusion of the 19th AnnualGeneral Meeting (AGM) of the Company held in the year 2014 till the conclusion of 24th AGMto be held in the year 2019 subject to ratification of their appointment at every AGM.Accordingly a Resolution seeking Members ratification for their appointment is includedat item no. 3 of the Notice convening the Annual General Meeting.

Secretarial Auditor:

In terms of section 204 of the Companies Act 2013 the Board at its meeting held on06th June 2016 has appointed Shri. Maulik Anilkumar Bhavsar practicing CompanySecretary Ahmedabad as Secretarial Auditor of the company for conducting SecretarialAudit of the company. The Secretarial Audit Report for the Financial Year ended 31stMarch 2017 is annexed herewith and marked as "Annexure – D".

Internal Auditor

M/s. V. R. Gopani & Co. Chartered Accountants was appointed as an InternalAuditor of the company in the board meeting dated 31st March 2015.

Explanation or Comments on Qualifications Reservations or Adverse Remarks orDisclaimers made by The Auditors

No qualifications reservations adverse remarks or disclaimers are made by theStatutory Auditor and Internal Auditor and Secretarial Auditor.

Corporate Governance Report

Pursuant to Part C of Schedule V of the SEBI (Listing Obligations and DiscloserRequirements) Regulations 2015 a section on Corporate Governance together with acertificate from the Company’s Auditors confirming compliance is set out in the AnnexureE forming part of this Annual Report.

Certificate by Managing Director and Chief Financial Officer

A compliance certificate by Managing Director and Chief Financial Officer as requiredby Regulation 17(8) of SEBI (Listing Obligations and Discloser Requirements) Regulations2015 is attached with report as Annexure-F.

Details of Holding/Subsidiary/ Associate Companies/Joint Venture

Your Company does not have any Holding/Subsidiary/ Associate Companies or JointVenture.

Deposit:

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 and no depositsare subsisting as on date.

Business Responsibility Report:

Provisions of Business Responsibility Report are not applicable to the Company.

Acknowledgement

Your Directors would like to express their sincere appreciation for the assistance andco-operation received from the Banks Government Authorities Customers and Shareholdersduring the year. Your directors also wish to take on record their deep sense ofappreciation for the committed services of the employees at all levels which has made ourCompany successful in the business.

For and on behalf of the Board of Directors
For Omkar Pharmachem Limited
Registered Office:
501 Mahakant Building (Anurag Sharma) (Parminder Sharma)
Opp.: V. S. Hospital Ashram Road Managing Director Director
Ellisbridge Ahmedabad 380006 DIN-02289261 DIN- 00176300
CIN: L24231GJ1995PLC025276 Address- Address-
A-727 Sarita Vihar B-31/H.No.1743
New Delhi-110076 Sector 32A Urban
State CHD Road
Date : 29th August 2017 Ludhiana 141001
Place : Ahemadabad Punjab