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Omkar Pharmachem Ltd.

BSE: 532167 Sector: Industrials
NSE: N.A. ISIN Code: INE501C01015
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OPEN 8.82
PREVIOUS CLOSE 8.40
VOLUME 1000
52-Week high 8.82
52-Week low 6.37
P/E
Mkt Cap.(Rs cr) 9
Buy Price 8.82
Buy Qty 8450.00
Sell Price 0.00
Sell Qty 0.00
OPEN 8.82
CLOSE 8.40
VOLUME 1000
52-Week high 8.82
52-Week low 6.37
P/E
Mkt Cap.(Rs cr) 9
Buy Price 8.82
Buy Qty 8450.00
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 First AnnualReport on the business and operations of the Company and Audited Accounts for thefinancial year ended 31st March 2016.

Financial Results [Amount in Rs.]

Particulars For the year ended on 31st March
2016 2015
Total income 0 0
Profit (Loss) before depreciation and taxation (1170770) (613186)
Depreciation 0 0
Profit (Loss) Before Taxation (1170770) (613186)
Provision for Taxation 0 0
Profit (loss) After Tax (1170770) (613186)

Dividend :

Your directors regret their inability to propose any dividend in view of theaccumulated losses of the company.

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 RelateAnd The Date Of The Report

No such events have occurred.

Transfer To Reserves :

The company suffered a loss of Rs. 1170770 which was carried forward to Reserve andsurplus account.

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 Six Board Meetings dated 30th May 2015 31st July 2015 30th August 2015 07thNovember 2015 13th February 2016 and 15th March 2016 were held during the year. Thecomplete details of meeting and the attendance of the Directors are mentioned in CorporateGovernance 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 Reg 34 of SEBI (Listing Obligations & Disclosure Requirements) Reg2015 with the Stock Exchanges in India is presented in a separate section forming part ofthe 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.

Disclosures on remuneration of Directors / KMP / Employees :

No remuneration was paid to the Directors. Hence the details of the percentageincrease in remuneration of each director does not arise. There was no increment made inpayment of Salaries to the employees and KMPs during the year under report. However ChiefFinancial Officer (CFO) Mr. Gaurav Kathuria is appointed w.e.f. 15.3.2016 with monthlysalary of Rs. 65000/- p.m.

The number of permanent employees on the rolls of the Company is 3. i) Comparison ofthe remuneration of the Key Managerial Personnel against the performance of the company:The earnings of the Key Managerial Personnel per annum are as follows:

Mr. Anurag Sharma MD Rs. Nil
Mr. Amit Anand CS Rs. 1.20 Lakh
Mr. Gaurav KathuriaCFO [For period from 15.3.16 to 31.3.16] Rs. 0.33 Lakh

The company has no revenue during the year. ii) Your Directors affirm that theremuneration paid to the employees and to Key Managerial Personnel was as per remunerationpolicy of the Company and there is no Employee who received remuneration above the limitas prescribed by Rule 5(2) of The Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014.

Further There were no employees in the Company who was paid salary exceeding Rs.10200000 per annum or Rs. 850000/- per month and thus information under Section 197of the Companies Act 2013 read with Rule 5(1) of Companies (Appointment and Remunerationof Managerial Personnel) Rules 2014 is not required to be furnished.

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 Outgo :Conservation 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.

The formal annual evaluation has been made by the Board of its own performance and thatof its committees and individual directors are as follows :

As per Schedule IV of the Companies Act 2013 and Regulation 25 of SEBI (ListingObligations and Discloser Requirements) Regulations 2015 the Independent Directors hadheld their separate meeting on 15th March 2016 to evaluate the performance etc in amanner as mentioned in clause VII of the schedule IV and the Board of Director at itsmeeting held on 30th May 2016 also evaluated the performance of the IndependentDirectors committees etc. in a manner as provided in clause VIII of the Companies Act2013.

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) :

Mr. Surendra Singh Bindra has vacated his office of the directorship of the company dueto resignation w.e.f. 13th February 2016. The Board has placed on record its appreciationfor the invaluable support and guidance received from Mr. Surendra Sing Bindra during hisassociation with the Company.

Mr. Anurag Sharma has completed his tenure of five years as Managing Director of theCompany on 29/08/2016. The Board of Directors proposed to re-appoint him subject toapproval of the Members in the ensuing Annual General Meeting for further period of fiveyears from 29/08/2016 to 28/08/2021. Mr. Anurag Sharma also retires by rotation at theforthcoming Annual General Meeting and being eligible offers himself for re-appointment.

Regulation 25 of SEBI (Listing Obligations and Discloser Requirements) Regulations2015 requires to appoint a new independent director in place of an independent directorwho has resigned. As Mr. Surendra Sing Bindra an independent director has resigned anIndependant Director should be appointed. Accordingly Mr. Janak Raj was appointed by theBoard of Directors as an Additional cum Independent Director of the Company with effectfrom 13th February 2016. Mr. Janak Raj holds office as an Additional Director of theCompany up to the date of the ensuing Annual General Meeting. The Company has received anotice pursuant to Section 160 of the Companies Act 2013 along with prescribed depositfrom a member of the Company signifying his intention to propose the candidature of Mr.Janak Raj for the office of a Director of the Company. Detail of the proposal forappointment of Mr. Janak Raj is mentioned in the Statement under Section 102 of theCompanies Act 2013 of the Notice of the 21st Annual General Meeting.

The current Directors of the company are Mr. Anurag Sharma Parminder Sharma Janak Rajand Mamta Pachori. Mr. Gaurav Kathuria is appointed as a Chief Financial Officer of thecompany w.e.f 15th March 2016.

Mr. Amit Anand is the Company Secretary of the company who was also the ComplianceOfficer of the Company has resigned from his position of Company Secretary on 30th May2016. Now Company is looking for suitable candidate for the position of CS cum Complianceofficer.

All the independent directors i.e. Mr. Janak Raj and Ms. 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 year2015-16.

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 2016 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.

Fixed Deposit :

Your Company has not accepted any fixed deposits within the meaning of Section 73 ofthe Companies Act 2013 and the Companies (Acceptance of Deposits) Rules 2014 and nodeposits are subsisting as on date.

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 on6th June 2016 has appointed Shri Maulik Anilkumar Bhavsar practicing Company SecretaryAhmedabad as Secretarial Auditor of the company for conducting Secretarial Audit of thecompany. The Secretarial Audit Report for the Financial Year ended 31st March 2016 isannexed 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 :

There is no Explanation Or Comments On Qualifications Reservations Or Adverse RemarksOr Disclaimers Made By The Auditors:

Details of Holding/Subsidiary/ Associate Companies/Joint Venture :

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

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 theAnnexure E 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.

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
Ludhiana 141001
Punjab
Date : 29th August 2016
Place : Ahemadabad