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Omnitex Industries (India) Ltd.

BSE: 514324 Sector: Industrials
NSE: N.A. ISIN Code: INE814D01010
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OPEN 17.90
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VOLUME 150
52-Week high 20.50
52-Week low 13.60
P/E
Mkt Cap.(Rs cr) 8
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 17.90
CLOSE 18.80
VOLUME 150
52-Week high 20.50
52-Week low 13.60
P/E
Mkt Cap.(Rs cr) 8
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Omnitex Industries (India) Ltd. (OMNITEXINDS) - Director Report

Company director report

Dear Members

Your Directors have pleasure in presenting the 31st Annual Report togetherwith the Audited Financial Statement of the Company for the financial year ended March 312017.

1. FINANCIAL RESULTS

2016-17 2015-16
(Rs. in Lacs) (Rs. in Lacs)
Profit / (Loss) before Financial Charges Depreciation and Taxes (4.54) 4.23
Less Financial Charges 0.05 0.00
Depreciation 9.36 10.71
Current Tax 0.00 0.00
Deferred Tax (0.00) (0.00)
MAT Credit Entitlement (0.00) (0.24)
Net Profit / (Loss) after depreciation and tax (13.95) (6.24)
Add: Loss brought down from earlier year (56.84) (50.60)
Prior Period Adjustment for Taxes (0.00) (0.00)
Amount Carried to Reserves 0.00 0.00
Balance (Loss) carried to Balance Sheet (70.79) (56.84)

2. DIVIDEND

In view of the losses your Directors are not in a position to recommend any dividendfor the year and regret the same.

3. TRANSFER TO RESERVES

Due to loss the Company could not transfer any amount to reserves.

4. THE STATE OF COMPANY'S AFFAIRS AND OUTLOOK

During the year under review your Company has incurred a net loss of Rs. 13.95 lacs asagainst net loss of Rs. 6.24 lacs during the previous year. As the Company has given itspremises on lease w.e.f. 9th March 2017 the Company expects the situation toimprove in 2017-18. During the year under review there is no change in the nature ofbusiness.

5. BOARD MEETINGS / AUDIT COMMITTEE

Board Meeting

Four Board meetings were held in the year 2016-17 and the gap between two Boardmeetings did not exceed 120 days. The same were held on 30th May 2016 12thAugust 2016 15th November 2016 and 14th February 2017.

Name of the Directors Board Meetings Attended During 2016-17
Mr. Ashok M. Bhawnani 4
Mr. Narendra Kumar Dalmia 4
Mr. Amit R. Dalmia 4
Mr. Durgaprasad S. Sabnis 4
Mr. J. Ramakrishnan 4
Ms. Geeta Pardiwalla 4

Audit Committee

The composition of the Audit Committee is as under:

Name of the Member Chairman / Member No. of Meetings held Meetings Attended During 2016-17
Mr. Amit R. Dalmia Chairman 4 4
Mr. J. Ramakrishnan Member 4 4
Ms. Geeta Pardiwalla Member 4 4

The Board has accepted all recommendations of Audit committee. The date of meeting ofAudit committee is same as mentioned for the Board meetings.

6. DIRECTORS' RESPONSIBILITY STATEMENT

Your Directors state that:

(i) in the preparation of the annual accounts the applicable accounting standards readwith the requirements set out under Schedule III to the Act have been followed and thereare no material departures from the same;

(ii) 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 loss of the company for the year ended on that date;

(iii) the Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Act for safeguardingthe assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) the Directors have prepared the annual accounts on a going concern basis.

(v) 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

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

7. STATEMENT ON INDEPENDENT DIRECTORS

The Independent Directors have submitted their declaration about their independencyconfirming that they fulfill all the requirements as stipulated in Section 149(6) of theCompanies Act 2013. Disclosures to the Board by Independent Directors pursuant section149 (10) of the Companies Act 2013 is not applicable as no ID is being re-appointed.

8. DISCLOSURE OF COMPANY'S POLICY ON DIRECTOR'S KMP APPOINTMENT & CRITERIAETC.

The Company's policy relating to appointment of Directors payment of managerialremuneration Directors qualifications positive attributes Independence of Directors andother related matters as provided under section 178(3) of the Companies Act 2013 isfurnished in attachment "H" to this report. The said policy is also available onCompany's website www.omnitex.com.

9. COMMENTS ON QUALIFICATION RESERVATION OR ADVERSE REMARK

Statutory Auditor

The Notes on Financial Statements referred to in the Auditor's report areself-explanatory. There are no qualifications adverse remark or reservations in theAuditors' report.

Secretarial Auditor

Members attention is invited to the observation in the Report of Secretarial Auditorregarding non-appointment of CFO.

Considering the current nature and size of the operations Company is finding itchallenging to attract right talent for CFO. Further it may also drain the resources.However to comply with the requirements company continues to lookout for a CFO.

10. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS

Loans

During the year Company has given ICD amounting to Rs. 40 Lacs to M/s. Centrum CapitalLimited in compliance with the requirements of section 186 of Companies Act 2013. The rateof interest on such loan 15% p.a and the said loan is un-secured and payable on demand.

Guarantees

The Company has not issued any Guarantees during the current year and there is nooutstanding guarantee as at 31st March 2017.

Investments

Company has not made any fresh / additional investments during the current year.Company is carrying forward the investments made in earlier years in the equity of jointventure company i.e. Strata Geosystems (India) Private Limited amounting to Rs.29330880/-.

11. RELATED PARTY TRANSACTIONS

FORM NO. AOC -2

(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) ofthe Companies (Accounts) Rules 2014.

Form for Disclosure of particulars of contracts/arrangements entered into by thecompany with related parties referred to in sub section (1) of section 188 of theCompanies Act 2013 including certain arms length transaction under third proviso thereto.

1. Details of contracts or arrangements or transactions not at Arm's length basis. NIL

SN Particulars Details
a) Name (s) of the related party & nature of relationship
b) Nature of contracts/arrangements/transaction
c) Duration of the contracts/arrangements/transaction
d) Salient terms of the contracts or arrangements or transaction including the value if any
e) Justification for entering into such contracts or arrangements or transactions'
f) Date of approval by the Board
g) Amount paid as advances if any
h) Date on which the special resolution was passed in General meeting as required under first proviso to section 188

2. Details of contracts or arrangements or transactions at Arm's length basis. NIL

SN Particulars Details
a) Name (s) of the related party & nature of relationship
b) Nature of contracts/arrangements/transaction
c) Duration of the contracts/arrangements/transaction
d) Salient terms of the contracts or arrangements or transaction including the value if any
e) Date on which the special resolution was passed in General meeting as required under first proviso to section 188
f) Amount paid as advances if any

12. MATERIAL CHANGES

No material changes and commitments affecting the financial position of the companyoccurred between the end of the financial year to which this financial statement relatesand the date of the report.

13. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO

Considering the present nature of activity the provisions of Section 134(m) of theCompanies Act 2013 do not apply.

There was no foreign exchange inflow or outflow during the year under review.

14. RISK MANAGEMENT

The Company has identified two major areas with potential risk that may threaten theexistence of the company.

1. Investment risk

The Company is continuously monitoring the performance of the Joint Venture companyi.e. Strata Geosystems (India) Private Limited to ensure that the company has adequatetime to take necessary precautions in the event of potential loss to its Investment.

2. Property risk

All the properties of the company are adequately insured.

15. CORPORATE SOCIAL RESPONSIBILITY

The provision of Section 135 of the Companies Act 2013 is not applicable to yourCompany for the current year.

16. PERFORMANCE EVALUATION

Pursuant to the provisions of the Companies Act 2013 the Board has carried out anevaluation of its own performance the Directors individually as well as the evaluation ofthe working of its Audit Committee Nomination & Remuneration Committees.

A structured questionnaire was prepared after taking into consideration inputs receivedfrom the Directors covering various aspects of the Board's functioning such as adequacyof the composition of the Board and its Committees Board culture execution andperformance of specific duties obligations and governance.

A separate exercise was carried out to evaluate the performance of individual Directorsincluding the Chairman of the Board who were evaluated on parameters such as level ofengagement and contribution independence of judgement safeguarding the interest of theCompany and its minority shareholders etc. The performance evaluation of the IndependentDirectors was carried out by the entire Board. The performance evaluation of the Chairmanand the Non Independent Directors was carried out by the Independent Directors who alsoreviewed the performance of the Secretarial Department.

The Directors expressed their satisfaction with the evaluation process.

17. FAMILIARIZATION PROGRAMS OF INDEPENDENT DIRECTOR

Your Company has established well defined familiarization and induction program.However during the year Company has not appointed any Director and as a result nofamiliarization program was conducted during the year.

18. JOINT VENTURE

During the year under review the topline of M/s. Strata Geosystems (India) PrivateLimited the Joint Venture Company has improved its performance by almost 34% comparedto previous year and the Joint Venture Company is working aggressively to further improveits performance. In spite of Company having 29.5% equity holding in the Joint VentureCompany the company is not having significant influence as defined in Accounting Standard23 in the Joint Venture Company and therefore requirement of consolidated financialstatement is not applicable. However provision of information in form AOC-1 is applicableand the same is given in the notes to the accounts.

Company does not have any subsidiary / other associate company.

No Company has become or ceased to become the subsidiary or associate company of yourcompany during the year under review.

19. DIRECTORS

Mr. Durgaprasad S Sabnis will retire by rotation at the ensuing Annual General Meetingand is eligible for re-appointment.

You are therefore requested to give your consent for the re-appointment of Mr.Durgaprasad S Sabnis as Director of the Company.

The brief profile of Mr. Durgaprasad S Sabnis in compliance with the requirements ofListing Regulation is provided in the notes forming part of notice.

20. Details of Directors / KMP appointed / resigned

Mr. Narendra Kumar Dalmia has been appointed as Managing Director for a period of fiveyears w.e.f. 29th May 2015.

Ms. Anuja More has resigned as Company Secretary and compliance officer w.e.f. 4thMay 2017. Mr. J Ramakrishnan was appointed as Compliance Officer w.e.f. 30thMay 2017.

The Company is in the process of appointing a CFO.

21. DISCLOSURE PURSUANT TO SECTION 197(12) READ WITH RULE 5 OF COMPANIES (APPOINTMENTSAND REMUNERATION) RULES 2014

1. As none of the Directors of the Company is drawing any remuneration other thansitting fees hence the information in respect of ratio of remuneration of each directorto the median remuneration of employees etc. are not provided. Other information are:

I. Percentage increase in remuneration of each director Chief Financial Officer ChiefExecutive Officer Company Secretary or Manager if any in the financial year:

During the financial year there is no increase in remuneration drawn by the CompanySecretary.

II. Percentage increase in median remuneration of each directors CFO CEO CS ormanager if any in the FY : NIL

III. The percentage increase in the median remuneration of employees in the FY: NIL

IV. The No of Permanent Employees on the roll of Company: 3

V. 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 - Noincrease in remuneration

VI. Affirmation that the remuneration is as per the remuneration policy of the Company- Company is paying remuneration as per the policy of the company.

2. As there were no employees drawing remuneration more than the limit prescribed underrule 5 of Companies (Appointments and Remuneration) Rules 2014 as amended from time totime the same information is not provided.

Statement showing the names of the top 10 employees in terms of remuneration drawnshall be provided on request.

22. AUDITORS

Statutory Auditor

M/s. Tembey & Mhatre Chartered Accountants present Auditors of the Companyretires at the conclusion of the forthcoming Annual General Meeting and are eligible forre-appointment. Members are requested to ratify their re-appointment and authorize theBoard of Directors to fix their remuneration.

Secretarial Auditor

Mr. Shalin Patel Company Secretary (Membership No. ACS 22687 CP NO. 17070) has beenappointed as Secretarial Auditor for the Financial year 2016-17. The Secretarial auditreport is annexed herewith.

23. DEPOSITS

The Company has not accepted / renewed any deposits during the year and is also notcarrying forward any deposits.

24. SIGNIFICANT AND MATERIAL ORDER IMPACTING THE GOING CONCERN STATUS ANDCOMPAN'S OPERATIONS IN FUTURE

No Significant and Material order was passed by any authority during the year underreview impacting the going concern status and company's operation in future.

25. INTERNAL FINANCIAL CONTROLS

The Company has adequate internal financial control system with reference to theFinancial Statements.

26. VIGIL MECHANISM

The Company has established a vigil mechanism and oversees through the Audit Committeethe genuine concerns expressed by the employees and other Directors. The Company has alsoprovided adequate safeguards against victimization of Employees and Directors who expresstheir concerns. The Company has also provided direct access to the Chairman of the AuditCommittee on reporting issues concerning the interests of Company's employees and theCompany. The Vigil Mechanism Policy is available on Company's Website www.omnitex.com.

27. REPORT ON THE SEXUAL HARRESSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION ANDREDRESSEL) ACT 2013.

In terms of section 22 of the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressel) Act 2013 we report that during 2016-17 no case has beenreported under the said act.

28. CORPORATE GOVERNANCE REPORT

In terms of Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 Regulation 17 to 27 of Listing Regulation in respect of CorporateGovernance is not mandatory for the time being mainly due to paid up share capital of thecompany is not exceeding Rs. 10 Crores and Networth not exceeding Rs. 25 Crores as on thelast day of previous financial year. In view of the above separate corporate governancereport is not provided.

29. Issue of shares etc.

The company during the year under consideration has not issued any shares withdifferent rights sweat equity etc.

30. APPRECIATION

The Board of Directors records its grateful thanks to all the stakeholders of theCompany for their continued support and co-operation.

On Behalf of the Board of Directors
Amit R. Dalmia
Place: Mumbai Chairman
Date: 30th May 2017 (DIN 00210919)