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Optiemus Infracom Ltd.

BSE: 530135 Sector: Others
NSE: OPTIEMUS ISIN Code: INE350C01017
BSE LIVE 15:40 | 15 Dec 104.80 3.30
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106.55

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NSE 15:31 | 15 Dec 106.20 4.50
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103.20

HIGH

106.75

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OPEN 103.75
PREVIOUS CLOSE 101.50
VOLUME 43460
52-Week high 106.55
52-Week low 39.65
P/E 124.76
Mkt Cap.(Rs cr) 899
Buy Price 106.55
Buy Qty 1892.00
Sell Price 0.00
Sell Qty 0.00
OPEN 103.75
CLOSE 101.50
VOLUME 43460
52-Week high 106.55
52-Week low 39.65
P/E 124.76
Mkt Cap.(Rs cr) 899
Buy Price 106.55
Buy Qty 1892.00
Sell Price 0.00
Sell Qty 0.00

Optiemus Infracom Ltd. (OPTIEMUS) - Director Report

Company director report

Dear Members

The Directors of your Company are pleased to present the 22nd Annual Reporton the Business and operations of the Company along with the Audited Accounts for thefinancial year ended 31st March 2015.

1. FINANCIAL SYNOPSIS:

(Rs. in Lacs except for EPS)

Particulars Year ended on 31.03.2015 Year ended on 31.03.2014
Revenue from Operations 255647 410444
Total Expenses 252023 403428
Profit before Exceptional & Extraordinary Items and Tax 4448 7670
Exceptional Items - -
Profit Before Tax 4514 7670
Tax Expense:
(1) Current Tax 2097 2519
(2) Deferred Tax (554) 120
(3) Taxation Adjustment of previous year (net) 12 20
Profit After Tax 2960 5011
Earnings per equity share 3.45 5.84

figures on standalone basis

2. INFORMATION ON STATE OF AFFAIRS OF THE COMPANY

During the fiscal year amidst the sturdy Competition in the telecom Industry theCompany witnessed a bumpy ride throughout the year but has been constantly endeavoring tosustain itself in the market by expanding its horizons in other markets. The detailedinformation on the state of affair of the Company is covered in the Management Discussionand Analysis Report forming part of this report.

3. TRANSFER TO RESERVES

The Company is not mandatorily required to transfer its surplus to the General Reserveas no dividend has been proposed for the year 2014-15. Hence current year profit has beenproposed to be retained in the Profit and Loss Account.

4. DIVIDEND

The Board is of the opinion that the Company should utilize its funds towards theoperations to accelerate the growth rate. Accordingly the Board does not recommend anydividend payment for the year 2014-15.

5. DEPOSITS

During the year your Company has not accepted any deposits within the meaning of theprovisions of section 73 of the Companies Act 2013.

6. MATERIAL ORGANIZATIONAL CHANGES

Though the Telecom sector is rapidly growing and achieving new heights in Indianeconomy but the business of Samsung has seen a major decline during the first half year of2014.The Market of Samsung mobile was earlier dominated by organized trade which had anoverall share of nearly 25% of total business volume. Later on when the Online Channelsshowed their presence they started offering predatory pricing of Samsung mobile. Thisresulted in stupendous growth in the business volume in Online Channel compared to theorganized trade and the organized trade lost its market share by nearly 50%. SinceOptiemus deals only with OT channel the impact has been most pronounced on us as well.

There was a continuous decline in the business volume of Samsung Mobiles from the lastone year. This situation arose due to intense competition by the other brands who startedoffering the phone of almost similar configuration at a very competitive price which droveout the customer away from Samsung Mobiles. Therefore the sales volume of Samsung Mobilesfaced huge drop in comparison to First Half of previous year 2013 over the first half ofcurrent year 2014 which is approximately 25-30%. This fact is well known worldwide.

In response to this downfall Optiemus has made serious efforts to shift its focus fromtopline business activities to bottom line activities thereby focusing on its own brand‘Molife’ which is potentially capable to achieve growth in many folds and alsoto cover up the loss of revenue occurred in the immediate near future. Keeping its pacewith the market trend the Company is inclining towards online trade of its products forwider reach all across the country. Whilst this Despite of loss of revenue and decline insales for the current year 2014-15 Company has shown positive approach in maintaining itsfinancial affairs and has maintained increased EBITA level of Rs. 11781 Lacs over the lastyear EBITA level which clearly depicts the measures being put by your Company towardsgiving a new strategic Direction to the business keeping aligned with the marketmomentum.

7. EXTRACT OF ANNUAL RETURN

The extract of annual return as provided under sub-section (3) of section 92 of theCompanies Act 2013 in the prescribed Form MGT-9 is annexed to this Report as Annexure-1.

8. NUMBER OF MEETINGS OF THE BOARD

There were 9 meetings of the Board held during the year. The Maximum gap between thetwo meetings did not exceed 120 days. Detailed information on Board Meetings is given inCorporate Governance Report.

9. DIRECTORS’ RESpONSIBILITY STATEMENT

In pursuance to clause (c) of sub section (3) of section 134 of the Companies Act2013 to the best of their knowledge and belief the Directors of your Company herebyconfirm that:

(i) in the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;

(ii) the directors had 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 profit and loss of the company for that period;

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

(iv) the directors had prepared the annual accounts on a going concern basis;

(v) The directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls areadequate and were operatingeffectively.

(vi) The directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.

10. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIESACT 2013

Details of loans and investments falling under the provisions of section 186 of theCompanies Act 2013 are given under Note No. 10 & 11 of the notes to standalonefinancial statements.

11. RELATED pARTY TRANSACTIONS

There were no materially significant transactions with Related Parties during thefinancial year 2014-15 which were in conflict with the interest of the Company. During theyear under reference the Company has not entered into any transaction with any relatedparty whether material or not in terms of the section 188 of Companies Act 2013 andproviso to revised Clause 49 VII C of the Listing Agreement. Suitable disclosures asrequired under AS-18 have been made in Note 25 of the Notes to the financial statements.

The policy on Related Party Transactions as approved by the Board is hosted on theCompany’s website under the web link http://www.optiemus.com/investor-desk/policies

12. RISK Management Framework

To assist the Board in fulfilling its corporate governance oversight responsibilitieswith regard to the identification evaluation and mitigation of strategic operationaland in order to timely assess & thereafter minimize the risk involved The RiskManagement Committee was implemented which oversees the Risk Management process includingrisk identification impact assessment effective implementation of the mitigation plansand Risk reporting. The details of the Risk Management framework are provided as a part ofManagement Discussion and Analysis report.

13. corporate social responsibility

Pursuant to section 135 of the Companies Act 2013 read with the Companies (CorporateSocial Responsibility Policy) Rules 2014 your Company approved a policy on CSR which isalso hosted on Company’s website under web linkhttp://www.optiemus.com/investor-desk/policies As a part of CSR initiatives your Companyduring the financial year 2014-15 has amongst other activities undertaken projects inareas of promoting Education and social & Economic welfare of the society. Theseprojects are in accordance with schedule VII of the Companies Act 2013.

The report on CSR is attached as Annexure-2 to this report.

14. DISCLOSURE ON ESTABLISHMENT OF VIGIL MECHANISM

Section 177(9) of Companies Act 2013 and clause 49 of the Listing Agreement interalia provides for a mandatory requirement for all listed companies to establish amechanism called ‘Whistle Blower Policy’ for employees to report to themanagement instances of unethical behavior actual or suspected fraud or violation ofthe company’s code of conduct.

In compliance of the above requirements your Company has established a Vigil (WhistleBlower) Mechanism and formulated a Policy which aims to provide a channel to the Directorsand employees to report genuine concerns about unethical behavior actual or suspectedfraud or violation of the Codes of Conduct or policy.The Vigil (Whistle Blower) Mechanismis committed to adhere to the highest standards of ethical moral and legal conduct ofbusiness operations and in order to maintain these standards the Company encourages itsemployees who have genuine concerns about suspected misconduct to come forward and expressthese concerns without fear of punishment or unfair treatment.

Further Your Company hereby affirms that no Director/ employee has been denied accessto the Chairman of the Audit Committee and that no complaints were received during theyear.

The Policy is hosted on the Company’s website under web linkhttp://www.optiemus.com/investor-desk/ policies

15. DIRECTORS & KEY MANAGERIAL PERSONNEL NON-EXECUTIVE DIRECTORS

Pursuant to section 149(4) of the Companies Act 2013 every listed company is requiredto appoint at least one third of its directors as independent directors. The Board alreadyhas one half of its directors in the category of independent directors in terms of clause49 of the Listing Agreement. The Board appointed the existing independent directors underclause 49 as ‘Independent directors’ pursuant to Companies Act 2013 as well.The members at the annual general meeting held on 30th September 2014approved the appointment of the existing independent directors for a term of 5 yearseffective from 1st April 2014. There was no change in the composition ofIndependent Directors of the Company.

Independent Directors of the Company as on this date are:

Mr. Gautam Kanjilal

Mr. Tejendra pal Singh Josen

Mr. Charan Singh Gupta

The Company has received Certificate of Independence from all Independent Directorsinter-alia pursuant to Section 149 of the Companies Act 2013 confirming and certifyingthat they have complied with all the requirements of being an Independent Director of theCompany.

Other than Independent Directors Mrs. Renu Gupta a Non-Executive woman Director wasalso appointed on the Board in 2014-15 whose appointment was ratified by the shareholdersat the 21st Annual General Meeting held on September 30 2014.

In pursuance of section 164(2) read with the Companies (Appointment and Qualificationof Directors) rules 2014 Mrs. Gupta has submitted her declaration to the effect that sheis not disqualified from being re-appointed as a Director.

There were no pecuniary transactions or relationship of the Non-Executive Directorsvis-a-vis the company.

Executive Directors

As on the date of report your Company has three (3) executive Directors namely Mr.RavinderZutshi Mr. Ashok Gupta and Mr. Hardip Singh. The brief profile of each Directoris provided in the Corporate Governance Report forming part of this annual report.

During the period under preview Mr. Ashok Gupta stepped down from the position ofManaging Director w.e.f. August 17 2015 while continuing on the board as ExecutiveDirector and Chairman of the Company. Mr. Ravinder Zutshi who was appointed as AdditionalDirector assumed the office of Managing Director w.e.f. July 312015.

However the appointment of Mr. Zutshi is subject to the ratification by theshareholders. The resolution for regularization & ratification is put for approval ofthe Shareholders in the notice of ensuing Annual General Meeting.

In accordance with section 152(6) of the Companies Act 2013 the period of office ofat least two- third Directors of the Company shall be liable to retire by rotation. Hencepursuant to change in the composition of the Board with the appointment of Mr. Zutshi andthereby to align the composition in compliance with the provisions of Section 152 of theCompanies Act 2013 it is proposed that the terms of appointment of Mr. Ashok Gupta beamended to provide that his office shall be liable to retire by rotation.

In light of the provisions of the Companies Act 2013 Mr. Hardip Singh retires fromthe Board by rotation this year and being eligible offers himself for re-appointment. Theinformation as required to be disclosed under clause 49 of the Listing Agreement in caseof re-appointment of the director is provided in the Notice of the ensuing annual generalmeeting.

Inter-se relationship of Directors

Mrs. Renu Gupta Non-Executive Director is a relative of Mr. Ashok Gupta ExecutiveChairman of the Company. No other Directors are related to each other.

key Managerial Personnel

Pursuant to section 203 of the Companies Act 2013 following officers are the KeyManagerial Personnel of the Company:

Mr. Ravinder Zutshi Managing Director

Mr. Hardip Singh Whole Time Director

Mr. Vikas Chandra Company Secretary & Compliance Officer

Mr. Parveen Sharma Chief Financial Officer

During the reporting year Mr. Ravinder Zutshi was appointed as Managing Director andsubsequently Key Managerial Personnel in place of Mr. Ashok Gupta.

The Board affirms the Compliances with the code of Conduct set out for Board SeniorManagement and other employees. A declaration to affirm the compliance of code of Conductis attached with the Annual Report as a part of Corporate Governance Report.

Selection and Appointment of Directors

The charter of Nomination and Remuneration Committee of the Board empowers it to reviewthe structure size composition and diversity of the Board evaluation of existingskills defining gaps and making necessary recommendations to the Board.

Board Evaluation

Pursuant to the provisions of the Companies Act 2013 and revised Clause 49 of theListing Agreement the Board has carried out an annual evaluation of its performance ofthe Directors individually as well as the evaluation of the working of its Committees.Manner in which such formal annual evaluation was made by the Board is given below:

• Performance evaluation criteria for Board Committees of the Board and Directorswere approved by the Board at its meeting held on 14th August 2014. Thecriteria are placed on the Company’s website www.optiemus.com under the web linkhttp://www.optiemus.com/investor-desk/policies as a part of Company’s Nomination& Remuneration Committee Policy.

• Based on the criteria a structured questionnaire was prepared after taking intoconsideration inter- alia the inputs received from the Directors (except for the directorbeing evaluated) for the year under review. The structured questionnaire covered variousaspects of the Board’s functioning such as strategic alignment and directionengagement alignment composition and structure dynamics and culture ethical leadershipand corporate citizenship support to the Board Committees evaluation and self-evaluationetc.

• The Ratings for Non-Independent Directors were given by the IndependentDirectors. The ratings for Independent Directors were given by all the Directors excludingthe Independent Director being evaluated. The Ratings for performance of Committee wasgiven by the entire Board.

• A consolidated summary of the ratings given by each of the directors was thenprepared separately for Independent & Non-Independent Directors based on which areport of performance evaluation was prepared in respect of the performance of the Boardits Committees and Directors during the year under review.

• The report of performance evaluation so arrived at was then noted and discussedby the Nomination and Remuneration Committee and Board at their respective meetings.

• In pursuance of the Clause 49 of the Listing Agreement as per the report ofperformance evaluation the Board has to determine inter alia whether to continue theterm of appointment of the independent director. During the year under review there wasno occasion to decide on the continuance of the term of appointment of any of theindependent directors and hence the question of taking a decision on their re-appointmentdid not arise.

The performance evaluation of individual Directors including Chairman of the Board wasdone in accordance with the provisions of the Companies Act 2013 and revised Clause 49 ofthe Listing Agreement and also based on the structured questionnaire mentioned above.

Familiarizing programme for Independent Directors

The Company had provided Suitable Training and guidance to Independent Directors tofamiliarize them with the company their rolesrights responsibilities in the companyand also to understand the nature of Industry in which company operates and businessactivities etc. of the company.

Wherein the Company held various familiarization programmes for the IndependentDirectors throughout the year on an ongoing and continuous basis. Some of thefamiliarization programmes carried out during the year was as under:-

• Various presentations were made by business heads of the Company and its varioussubsidiaries from time to time on different functions and areas.

• Deliberations were held and presentations were made from time to time on majordevelopments in the areas of the new Companies Act 2013 the new clause 49 of the ListingAgreement and other applicable laws.

16. PARTICULARS OF EMPLOYEES AND OTHER DISCLOSURES

Disclosures pertaining to remuneration and other details as required under Section197(12) of the Companies Act 2013 read with Rule 5(1) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 are provided in the Annexure-3forming part of the Annual Report. There are no employees drawing remuneration in excessof the limits set out in the said Rules during the financial year apart from Mr. AshokGupta Executive Chairman. The details of his remuneration is given in MGT-9 as annexed tothis report under Annexure-1.

17. AUDITORS Statutory Auditors

Pursuant to the provisions of section 139 of the Companies Act 2013 and the Rules madethereunder the current Statutory Auditors of the Company M/s RMA & AssociatesChartered Accountants (registration number: 000978N) were appointed by the shareholders atthe 21st annual general meeting to hold office until the conclusion of the 25thannual general meeting subject to ratification by shareholders at each annual generalmeeting.

Thus the members are requested to ratify the appointment of M/s RMA & AssociatesChartered Accountants (registration number: 000978N) as statutory auditors of the Companyand to fix their remuneration for the year 2015-16.

In compliance with section 139 of the Companies Act 2013 the Auditors have given theCertificate of eligibility for being re-appointed. Also as required under revised Clause41 (I) (h) of the Listing Agreement the Statutory Auditors have confirmed that they havesubjected themselves to the peer review process of the Institute of Chartered Accountantsof India (ICAI) and that they hold a valid certificate issued by the Peer Review Board ofICAI.

The statutory audit report does not contain any qualification reservation or adverseremark or disclaimer made by statutory auditors. The Auditors did not report any fraudduring the year.

Secretarial Auditor

Pursuant to the provisions of section 204 of the Companies Act 2013 and Rules madehereunder the Company appointed M/s S K Batra & Associates Company Secretaries inPractice (Membership number: 7714 C.P. No. 8072) to undertake the secretarial audit ofthe Company. Secretarial Audit Report for the financial year 2014-15 as given by M/sS.K.Batra & Associates in the prescribed form MR-3 is annexed to this Report as Annexure-4

The Secretarial Audit Report for the year under review does not contain anyqualification reservation or adverse remark or disclaimer made by the secretarialauditor.

18. DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION PROHIBITION& REDRESSAL) ACT 2013

The Company has in place an Anti-Sexual Harassment Policy in line with therequirements inter-alia of The Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013. An Internal Committee has been set up to redresscomplaints received regarding sexual harassment. All employees (permanent contractualtemporary and trainees) are covered under this policy.

The following is a summary of sexual harassment complaints received and disposed offduring the Financial Year 2014-15:

• No. of complaints received : Nil
• No. of complaints disposed off : Nil

19. PARTICULARS OF CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGNEXCHANGE EARNINGS AND OUTGO

Conservation of Energy

Considering the nature of business of the Company energy does not form a significantportion of the cost for the Company yet wherever possible and feasible continuous effortsare being put for conservation of energy and minimizing power cost. However Capitalexpenditure on energy conservation equipment is not required keeping in view the normalenergy consumption in the business activity of the Company. Various Steps are being takenfor conservation of energy and using alternate sources of energy to name a few:

• Advocating switching off of lights and ACs when not required turning off of PCswhen not in use setting higher temperatures on air conditioners etc to reduceconsumption.

• Installed various energy saving electrical devices for saving energy.

• Puts control on usage of other electrical equipments.

Technology absorption

Taking into consideration the nature of Business of Company No technology is beingused.

Foreign exchange earnings and Outgo

The Company has continued to maintain focus on and avail of export opportunities basedon economic considerations. During the year the Company has exports (FOB value) worthRs.76104 lacs.

Foreign Exchange Earning & Outgo details are as follows:

Foreign Exchange details * As on 31st march 2015
(Figures in Lacs)
Foreign Exchange Earnings (A) 11
(Including deemed exports & sales through export houses)
Foreign Exchange Outgo (B) 76144
Net Foreign Exchange Earnings (A-B) (76133)

*The Figures are on receipt/payment basis.

20. SUBSIDIARIES

As on 31st March 2015 the Company has five unlisted subsidiaries namely

i. Oneworld Teleservices Private Limited

ii. Kishore Exports India Private Limited

iii. Optiemus Infracom (Singapore) Pte. Limited

iv. Optiemus Metals & Mining Pte. Limited

v. Optiemus Infracom International FZE

During the year under purview The Company acquired additional 40% stake in KishoreExports India Private Limited apart from the 50% stake already held thereby making itSubsidiary of your Company.

In accordance with the provisions of Section 129(3) of the Companies Act 2013 readwith Rule 8 of Companies (Accounts) Rules 2014 the Company has prepared its consolidatedfinancial statement including all of its subsidiaries which is forming part of thisreport.

The financial position and performance of its subsidiaries are given in the statementcontaining salient features of the financial statements of the said subsidiaries in Annexure-5 to this report. In accordance with Section 136 of the Companies Act 2013 theAnnual Report of the company containing therein its standalone and the consolidatedfinancial statements has been hosted on the website www.optiemus. com. Further the annualaccounts of each of the said subsidiary companies of the Company have also been hosted onthe website www.optiemus.com.

Any shareholder who may be interested in obtaining a physical copy of the aforesaiddocuments may write to the Company Secretary at the Company’s Registered Office.Further please note that the said documents will be available for examination by theshareholders of the Company at its Registered Office during business hours.

The Company does not have any material unlisted Company as defined under Clause 49 ofthe Listing Agreement. The Policy for determining ‘material’ subsidiaries ishosted on the website of the Company under the web linkhttp://www.optiemus.com/investor-desk/policies

21. SIGNIFICANT AND MATERIAL ORDERS

There are no significant and material order passed by the Regulators or Courts orTribunals impacting the going concern status and Company’s operations in future.

22. SHARE CAPITAL

The paid-up equity share capital as on 31st March 2015 was Rs.85.81Crore.

There was no public issue rights issue bonus issue preferential issue or redemptionof shares etc. during the year. Also The Company has not issued shares with differentialvoting rights sweat equity shares nor has it granted any stock options.

23. ADEQUACY OF INTERNAL FINANCIAL CONTROLS

The Board reviews the adequacy and effectiveness of the internal finance controls fromtime to time. The Board in consultation with the internal Auditors and risk managementcommittee monitors and controls the major financial risk exposures.

24. CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of Corporate Governance. TheDirectors adhere to the requirements set out by the Securities and Exchange Board ofIndia’s Corporate Governance Practices and have implemented all the stipulationsprescribed.

Pursuant to clause 49 of the listing agreement with stock exchanges a separate sectiontitled ‘Corporate Governance’ has been included in this annual report alongwith the reports on Management Discussion and Analysis.

25. ACKNOWLEDGEMENT

Your Directors wish to express their sincere appreciation for the co-operation andassistance received from the Bankers Regulatory Authorities Stakeholders includingCustomers and other business associates who have extended their valuable support andencouragement during the year under review.

The directors also acknowledge the hard work dedication and commitment of theemployees of the Company. The enthusiasm and unstinting efforts of the employees haveenabled the Company to continue being a leading player in the Retail Sector.

On behalf of the Board of Directors
For Optiemus Infracom Limited
Place : New Delhi Ashok Gupta
Date : September 2 2015 Executive Chairman

1. Brief outline of Company’s CSR Policy including overview of projects orprogrammes proposed to be undertaken and a reference to the web-link to the CSR policy andprojects or programmes.

The Corporate Social Responsibility (CSR) activities of Optiemus are guided by thevision and philosophy of its Chairman Shri Ashok Gupta who embodied the concept ofSocial Responsibility in business and laid the foundation for ethical value-based andtransparent functioning. Optiemus thus endeavors to take an unprecedented step of usingbusiness to serve society. Company strongly believes that 'common good was more importantthan individual gain'. Though the Company is remarkable player of the Telecom Industrywith high ranking in terms of various parameters Optiemus believes that the true and fullmeasure of growth success and progress lies beyond Balance Sheets or Profit planning.Through its social & moral investments Optiemus acknowledges the needs of communitiesfor sustainable in itiatives on addressing critical social environmental and economicneeds of the underprivileged communities of our nation.

In accordance with the requirements of the Companies Act 2013 ("the Act")the Company’s CSR programs shall mainly focus on the following areas:

promoting Education: Promoting education including special education andemployment enhancing vocational skills especially among children women elderly and thedifferently abled and livelihood enhancement projects;

• Social & Economic Welfare: Contribution to the Prime Minister’srelief fund or any other fund set up by the Central Government for socio-development andrelief and welfare of the backward classes of the society & women.

• Health and Sanitation: Promoting health care and sanitation within the stateHowever the Company may choose to undertake additional CSR Activities falling within thepurview of Schedule VII of the Act as may be amended from time to time based on therecommendations of the CSR Committee and as may be approved by the Board of Directors.

CSR policy:

A detailed CSR Policy was framed by the Company with approval of the CSR Committee andBoard taken on 30th May 2014. The Policy inter alia covers the following:

• Purpose

• Objective

• Policy Statement

• Powers & Responsibility of Committee

• Budget of CSR activities.

• Execution & Implementation of projects/programmes through CSR Committee.

CSR Policy gives an overview of the projects or programmes which are proposed to beundertaken by the Company in the coming years.

The CSR Policy is placed on website of the Company under the web linkhttp://www.optiemus.com/ investor-desk/policies/

2. Composition of the CSR Committee

The Board constituted the CSR Committee consisting of the following Directors namely:-

Name Designation Position
Mr. Charan Singh Gupta Independent Director Chairman
Mr. Hardip Singh Executive Director Member
Mr. Gautam Kanjilal Independent Director Member

3. Average net profit of the Company for last three financial years Rs.5170 lacs.

4. prescribed CSR expenditure (2% of the amount as in item No. 3 above): Rs.103lacs.

5. Details of CSR spent during the financial year:

Total Amount to be spent for the FY 2014-15 : 103 lacs
Amount Unspent : 27.49 lacs
S.No. Amount spent: Direct or through implementing agency * CSR projects or activities identified Sector in which the project is covered Location of projects/ programmes Amount outlay/ approved (in lacs) Amount spent -Direct/ Overhead (in lacs) Cumulative expenditure upto March 31 2015 (in lacs)
1. Implementing Agency Contribution to a Trust with an objective to promote education and vocational skills Education & employment enhancing vocational skills Delhi & NCR 25 25 25
2. Implementing Agency Contribution to a Trust with an objective to promote education and vocational skills Education & employment enhancing vocational skills Delhi & NCR 0.51 0.51 25.51
3. Implementing Agency Contribution to a Trust with an objective to promote education and vocational skills Education & employment enhancing vocational skills Delhi & NCR 50 50 75.51
TOTAL SPENT AMOUNT 75.51 75.51 75.51
UNSPENTAMOUNT 27.49 - -

*Name of the implementing agencies: Welkin Education Trust Maharaja Agrasen Instituteof Management MaharajJi Education trust

6. Reason for not spending the 2% of the average net profit (INR) of the last threefinancial years on CSR activities:

Keeping in view the scope and CSR policy of the Company The Board spent 75.51 Lacs onCSR activities in the field of Education and economic welfare. The Company could not spendremaining requisite amount as the Committee could not find appropriate trust(s) forspending on the projects as were discussed and decided by the Committee and the Board.However the Company shall ensure to carry forward the unspent amount allocated for CSRactivities to the next financial year.

7. Responsibility statement of the CSR Committee that the implementation andmonitoring of CSR policy is in compliance with CSR objectives and policy of the Companyduly signed by Director and Chairperson of the CSR Committee:

The CSR Committee confirms that the implementation and monitoring of CSR Policy is incompliance with CSR objectives and Policy of the Company.

Ashok Gupta Charan Singh Gupta
Executive Chairman Chairman-CSR Committee
DIN :00277434 DIN: 06744568

ANNEXURE- 3

Disclosure on remuneration pursuant to Section 197 of the Companies Act 2013 read withRule 5 (1) of the Companies (Appointment & Remuneration of Managerial personnel)Rules 2014

The Ratio of the remuneration of each director to the median remuneration of the employees of the Company for the financial year Mr. Ashok Gupta Managing Director - 1:89
Mr. Hardip Singh Whole Time Director - 1:24.4
Percentage increase in remuneration of following
Key Managerial Personnel during 2014-15:
each director Chief Financial Officer Chief Executive Director & Company Secretary in the financial year Mr. Ashok Gupta (Managing Director) : Nil
Mr. Hardip Singh (Whole Time Director) : 23%
Mr. Parveen Sharma (Chief Financial Officer) : Nil
Mr. Vikas Chandra (Company Secretary) : 18%
Percentage increase in Median remuneration of employees in a financial year Median Remuneration of Employees of the Company increased by 0.17% during the financial year 2014-15
Number of permanent employees on rolls of the Company The Company had 403 permanent employees on the rolls of the Company as on March 312015
Explanation on the relationship between average increase in remuneration and Company performance Average increase in remuneration is decided based on Company’s performance individual performance and salary benchmarking done with industry peers to ensure retention of experienced employees.
Variation in the market capitalization of the Company price earning ratio as at the closing date of the current financial year and previous financial year and percentage increase or decrease in market quotations of Company’s equity shares in comparison to the rate at which last public offer was made As on March 31 2015 the market capitalization was Rs.237.7 Crores as compared to Rs.139.87 Crores at the end of March 312014 representing increase of 41.1% The price Earnings Ratio for the Company’s equity as on March 31 2015 was 8.03 as compared to 2.79 as at March 31 2014 representing increase of 65.25%. Percentage increase in market quotations of Company’s equity shares in comparison to the rate at which last public offer was made in 1995 at Rs.10 each is 177% as at March 312015.
Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof Average remuneration increase for Non Managerial Personnel of the Bank during the financial year was 8.95% and the average remuneration increase for the said Managerial Personnel of the Bank was around 1.53%
Comparison of the each remuneration of the Key Managerial Personnel against the performance of the Company The Company follows a balanced scorecard approach/KRA in designing its performance management system. Adequate attention is given to robust goal setting process to ensure alignment of individual objectives to support the achievement of business strategy financial and non-financial goals across and through the organization.
The Key parameters for any variable component of remuneration availed by the Directors N.A.
The ratio of the remuneration of the highest paid Director to that of the employees who are not the Directors but receive remuneration in excess of the highest paid Director N.A.

The Company affirms that the remuneration is as per the Remuneration Policy of theCompany.

ANNEXURE - 4

SECRETARIAL AUDIT REPORT

FORM NO. MR-3

FOR THE FINANCIAL YEAR ENDED ON 31ST MARCH 2015

[Pursuant to section 204(1) of the Companies Act 2013 read with Rule No. 9 of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014

To

The Members

Opteimus Infracom Limited

We have conducted the Secretarial Audit of the compliance of applicable statutoryprovisions and the adherence to good corporate practices by Opteimus Infracom Limited (hereinaftercalled "the Company"). The secretarial audit was conducted in a manner thatprovided us a reasonable basis for evaluating the corporate conducts/statutory compliancesand expressing our opinion thereon.

Based on our verification of the Company’s books papers minute books forms andreturns filed and other records maintained by the company and also the informationprovided by the company its officers agents and authorized representatives during theconduct of secretarial audit we hereby report that in our opinion the company hasduring the audit period covering the financial year ended on March 312015 complied withthe statutory provisions listed hereunder and also that the company has proper Board -processes and compliance - mechanism in place to the extent in the manner and subject tothe reporting made hereinafter:-

We have examined the books papers minute books forms and returns filed and otherrecords maintained by the Company for the financial year ended on 31st March 2015according to the provisions of :-

(i) The Companies Act 2013 ("the Act") and rules made thereunder;

(ii) The Securities Contracts (Regulation) Act 1956 (‘SCRA’) and the rulesmade thereunder;

(iii) The Depositories Act 1996 and the Regulations and bye - laws framed thereunder;

(iv) The Foreign Exchange Management Act 1999 and the Rules and Regulations madethereunder to the extent of Foreign Direct Investment Overseas Direct Investment nadExternal Commercial Borrowings;

(v) The following Regulations and Guidelines prescribed under the Securities andExchange Board of India Act 1992 (‘SEBI Act’) :-

(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares andTakeovers) Regulations 2011;

(b) The Securities and Exchange Board of India (Prohibition of Insider Trading)Regulations 1992;

(c) The Securities and Exchange Board of India (Issue of Capital and DisclosureRequirements) Regulations 2009;

(d) The Securities and Exchange Board of India (Employee Stock Option Scheme andEmployee Stock Purchase Scheme) Guidelines 1999 (Not applicable to the Company during theFinancial Year 2014-2015);

(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities)Regulations 2008; (Not applicable to the Company during the Financial Year 2014-2015) ;

(f) The Securities and Exchange Board of India (Registrar to an Issue and ShareTransfer Agents) Regulations 1993 regarding Companies Act and dealing with client;

(g) The Securities and Exchange Board of India (Delisting of Equity Shares)Regulations 2009; (Not applicable to the Company during the Financial Year 2014-2015);

(h) The Securities and Exchange Board of India (Buyback of Securities) Regulations1998 ; (Not applicable to the Company during the Financial Year 2014-2015); and

(vi) The Indian Contract Act 1872;

(vii) Income Tax Act 1961 and indirect tax laws;

(viii) Indian Stamp Act 1999;

(ix) Central Excise Act and Service Tax Laws;

(x) Central & State Sales Tax/Value Added Tax Laws;

(xi) Negotiable Instrument Act 1881;

(xii) Payment of Bonus Act 1965;

(xiii) Payment of Gratuity Act 1972;

We have also examined the compliance with the applicable clauses of the following:-

i. Secretarial Standards issued by the Institute of Company Secretaries of India. (Notapplicable for the Financial Year 2014-2015).

ii. The Listing Agreement entered into by the Company with the stock exchanges i.e.Bombay Stock Exchange Limited Delhi Stock Exchange Limited and Jaipur Stock ExchangeLimited.

During the period under review the company has complied with the provisions of the ActRules Regulations Guidelines Standards etc. mentioned above.

We further report that:-

• The Board of Directors of the Company is duly constituted with proper balance ofExecutive Directors Non-Executive Directors and Independent Directors. During theFinancial Year the following changes took place in the composition of Board of Directorsof the Company:

> Change in the designation of Mr. Charan Singh Gupta as Independent Director in theAnnual General Meeting of the Company held on 30th September 2014.

> Appointment of Mrs. Renu Gupta as an Additional Promoter Director in the BoardMeeting of the Company held on 14th August 2014.

> Change in the designation of Mrs. Renu Gupta as a Professional Non-ExecutiveDirector of the Company in the Board Meeting of the Company held on 30th September 2014.

> Cessation of Ms. Parul Rai as director of the company in the Board Meeting heldon 30th May 2014.

• Pursuant to Section 203 of the Companies Act 2013 and other applicableprovisions during the Financial Year the following changes took place in the compositionof Key Managerial Persons of the Company:

Changes in Key Managerial Persons:

> Appointment of Mr. Parveen Sharma as Chief Financial Officer of the Company inthe Board Meeting held on 30th May 2014.

> Mr. Ashok Gupta (Managing Director) Mr. Hardip Singh (Whole time Director) andMr. Vikas Chandra (Company Secretary) were designate as KMP in the Board of DirectorsMeeting held on 30.05.2014 during the F.Y. 2014-15.

• Adequate notice is given to all Directors to schedule the Board Meetings agendaand detailed notes on agenda were sent at least seven days in advance and a system existsfor seeking and obtaining further information and clarification on the agenda items beforethe meeting and for meaningful participation at the meeting; and

• Majority decision is carried through while the dissenting members’ viewsare captured and recorded as part of the minutes.

• The Internal Auditors Statutory Auditors and Secretarial Auditor were beingwell appointed by the Company during the Financial Year 2014-15:

> The Auditors M/s SPS Associates Chartered Accountants being eligible wereappointed as the Internal Auditors of the Company.

> The Auditors M/s. M/s RMA & Associates Chartered Accountants being eligiblewere Reappointed as the Statutory Auditors of the Company until the conclusion of theAnnual General Meeting to be held in 2019.

> Appointment of M/s S.K. Batra & Associates Company Secretaries New Delhi asSecretarial Auditor of the Company with effect from March 23 2015.

We further report that there are adequate systems and processes in the Companycommensurate with the size and operations of the company to monitor and ensure compliancewith applicable laws rules regulations and guidelines.

We further report that during the audit period the company has inter alia exercisedthe following powers by way of Board Resolutions passed in the Board Meetings withrequisite majority:

> The Board has entered into Joint Venture Company in free zone in Dubai with nameand Style "Optiemus LKI FZCO" with LK Investments APS (a Company incorporated inDenmark) and the resolution was duly passed in the Board Meeting held on 14th August 2014with requisite majority.

> The Company has made borrowings to the amount upto Rs. 100000000 (Rupees TenCrores Only) by way of Channel Finance Facility (herein referred to as Loans) from TataCapital Financial Services Limited in the Board Meeting held on 10th October 2014. Theamount of borrowings was within the limits of the borrowings amount exercisable byDirectors by passing resolution in Board Meeting.

> The Company has made borrowing amounting to INR 1000000000 (Rupees One HundredCrores only) in the Board Meeting held on 14th November 2014 from Indusind Bank Limited.The amount of borrowings was within the limits of the borrowings amount exercisable byDirectors by passing resolution in Board Meeting.

> The Company has made borrowing amounting to INR 1000000000 (Rupees One HundredCrores only) from HDFC Bank Limited in the Board Meeting held on 14th November 2014. Theamount of borrowings was within the limits of the borrowings amount exercisable byDirectors by passing resolution in Board Meeting.

> The Board approved Foreign Investments upto an amount of USD 1000000 (USD TenLakhs Only) by way of purchase of Share Capital in a U.S. based Company M/s. ILUMISOLUTIONS INC. in the Board Meeting held on 16th January 2015.

> The shareholders of the Company in its Annual General Meeting held on 30thSeptember 2014 passed Special Resolution for adoption of Table F of Schedule 1 of theCompanies Act 2013 in substitution to prevailing Articles of the Company as the Articlescontained in existing Articles of Association are inconsistent with or repugnant toregulations contained in the Companies Act 2013 various schedules or rules madethereunder.

We further report that during the audit period there were no instances of:-

(i) Public/Right/Preferential issue of shares/Debenture. Sweat Equity etc

(ii) Redemption/Buy-back of Securities;

(iii) Merger/Amalgamation/Reconstruction;

(iv) Foreign technical collaborations etc.;

M/s S.K. Batra & Associates
Company Secretaries
Place: New Delhi (Sumit Kumar)
Date: September 2 2015 FCS NO. 7714
C.P NO. 8072

This letter is to be read with our Report of even date MR-3 and forms an integral partof this Report.

To

The members

Optiemus Infracom 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 theCompany. Our responsibility is to express an opinion on these secretarial records based onour audit.

2. We have followed the audit practices and process as were appropriate to obtainreasonable assurance about the correctness of the Secretarial records. The verificationwas done on test basis to ensure that correct facts are reflected in Secretarial records.We believe that the process and practices we followed provide a reasonable basis of ouropinion.

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

4. Where ever required we have obtained the Management representation about theCompliance of laws rules and regulations and happening of events etc.

5. The Compliance of the provisions of Corporate and other applicable laws rulesregulations standards is the responsibility of management. Our examination was limited tothe verification of procedure on test basis.

6. The Secretarial Audit report is neither an assurance as to the future viability ofthe Company nor of the efficacy or effectiveness with which the management has conductedthe affairs of the Company.

M/s S.K. Batra & Associates
Company Secretaries
Place: New Delhi (Sumit Kumar)
Date: September 2 2015 FCS NO. 7714
C. P. NO. 8072

IANNEXURE- 5

Salient features of the financial statements of subsidiaries for the year ended 31stMarch 2015

Sr. No. Particulars 31st March 2015 31st march 2015 31st march 2015 31st march 2015 31st march 2015
1 Name of Subsidiary Company (ies) Oneworld Teleservices Private Limited Kishore Exports India Private Limited OptiemusInfracom (Singapore) Pte Ltd Optiemus Metals & Mining Pte Ltd OptiemusInfracom International FZE Dubai
2 Reporting period of the subsidiary concerned if different from the holding Company's reporting period N.A. N.A. N.A. N.A. N.A.
3 Reporting Currency Rupees (Rs.) Rupees (Rs.) USD USD AED
4 Exchange Rate - - -
5 Share Capital 100000 9450400 2290020 1 1000000
6 Reserves& Surplus (40592164) 7741684 (2029770) (1988898) (68248)
7 Total Assets 35816830 17588294 598218 139152 2092311
8 Total Liabilities 76308993 396210 337968 2128049 1160559
9 Investment - - 1 - -
10 Turnover 78098746 30000 515311 0 128450
11 Profit before Taxation (27934146) (10354) (2024565) (1954057) 128450
12 Provision for Taxation - - (8000) - -
13 Profit after Taxation (27934146) (10354) (2032565) (1954057) 62971
14 Proposed Dividend NIL NIL NIL NIL NIL
15 % of Shareholding 100 90 100 100# 100

*There is no such subsidiary which is yet to commence its Business *No Subsidiary isliquidated or sold during the year

#Optiemus Metals & Minings Pte Limited is step down Subsidiary of Optiemus beingdirect subsidiary of Optiemus Infracom (Singapore) Pte Ltd

Part "B": Associates and Joint Ventures: N.A.

For and on behalf of the Board of Optiemus Infracom Limited

Ashok Gupta Hardip Singh Parveen sharma Vikas chandra
Executive Chairman Executive Director Chief Financial Officer Company Secretary
DIN : 00277434 DIN:01071395 ATWPS6301D AFGPC4820F
Address: C5/15 Address: E-152 Address: 805 Prem Address: UGF-2 Plot No.
VasantKunj SaritaVihar Gali 3E Gandhi Nagar 129 Sector 4 Vaishali
New Delhi- 110070 New Delhi- 110044 Delhi-110031 Ghaziabad 201010 UP