The Members of
M/s Omansh Enterprises Limited
Your Directors have pleasure in presenting the 43rd Director's Report ofyour Company together with the Audited Statement of Accounts and the Auditors' Report ofyour company for the financial year ended 31st March 2017.
1. FINANCIAL HIGHLIGHTS AND STATE OF COMPANY'S AFFAIRS
(Amount in Rs.)
|Particulars ||Current year ||Previous Year |
|Total Revenue ||17351115.17 ||23037116.25 |
|Total Expenses ||17025589.67 ||22642482.62 |
|Profit Before Tax ||331507.92 ||394633.63 |
|Tax Expenses || || |
|Current Tax ||97000.00 ||116381.00 |
|Deferred Tax ||5346.00 ||275125.00 |
|Profit/(Loss) after Tax ||229161.92 ||3127.63 |
|Net Profit Transferred to Reserves ||229161.92 ||3127.63 |
|Earnings per share (Rs.) || || |
|Basic ||0.01 ||0.00 |
|Diluted ||0.01 ||0.00 |
(b) During the year your Company recorded Total Revenue of Rs. 17351115.17 (previousyear Rs. 23037116.25). The Company recorded a Net Profit of Rs.
229161.92 during the financial year ended 31st March 2017 as comparedto a Net Profit of Rs. 3127.63 in the previous year.
(c) Transfer To Reserves In Terms Of Section 134 (3) (j) Of The Companies Act 2013
No amount was transferred to reserves during the financial year ended 31st March 2017.
Your Directors do not recommend any dividend for the year ended 31st March 2017.
(e) Material Changes and Commitments
There are no material changes from the end of Financial Year till the date of thisreport
2. PUBLIC DEPOSITS
During the year under report your Company did not accept any deposits from the publicin terms of the provisions of Chapter V of the Companies Act 2013.
3. DIRECTORS AND KEY MANAGERIAL PERSONNEL
(a) Changes in Directors and Key Managerial Personnel during the year
On recommendation of Nomination and Remuneration Committee Mr. Manoj Chauhan wasappointed as the Whole Time Director w.e.f. 29th May 2017 and Ms. Seema Khan(DIN: 07639422) had also been appointed as the Managing Director of the Company for aperiod of three years w.e.f 9th December 2016. And after her appointment Ms.Reena Sharma (DIN:06883803) stepped down from post of the Managing Director.
Mr. Gaurav Mutreja resigned as the Director of the Company w.e.f 29th May2017 and Mr. Vidya Sagar Bhatia resigned from Directorship of the Company on 29th June2017. Further Mr. Radhey Shayam resigned from the Directorship of the Company on 4thSeptember 2017.
Mrs. Fatima Makdum Matikub and Mrs. Preeti Pralhad Soni were appointed as theAdditional Directors on the Board of the Company only on 4th September 2017 inthe Category of the Independent Director and your directors recommend their appointment inthe forthcoming AGM.
In accordance with the provisions of Section 167(1)(b) of Companies Act 2013 Mr.Divesh Kumar Bajaj vacated his office of Independent w.e.f 11th August 2017 ashe had not attended any Board Meeting since 12th August 2016.
Mr. Praveen Kumar had also resigned from the position of Company Secretary and CFO ofthe Company w.e.f. 24th May 2016 and Mr. Remo John was appointed as theCompany Secretary and Compliance Officer w.e.f. 29th May 2017.
(b) Retirement by rotation
In accordance with the provisions of Section 152(6) of the Act and the Articles ofAssociation of the Company Mrs. Reena Sharma (DIN:06883803) and Mrs. Seema Khan(DIN:07639422) will retire by rotation at the ensuing Annual General Meeting (AGM')of the Company and being eligible offers themselves for re-appointment. Your Board hasrecommended their re-appointment.
(c) Declaration of Independence by the Independent Directors
The Independent Directors of your Company have confirmed that they meet with thecriteria of Independence as prescribed under Section 149(6) of the Act read with Rule 5 ofthe Companies (Appointment and Qualification of Directors) Rules 2014.
Framework for Familiarization Programme for the Independent Directors and the detailsof Familiarization Programme imparted to Independent Directors is made available on thewebsite of the Company.
(d) Attributes qualifications and appointment of Directors
The Nomination and Remuneration Committee has adopted the attributes and qualificationsas provided in Section 149(6) of the Act and Rule 5 of the Companies (Appointment andQualification of Directors) Rules 2014 in respect of Independent Directors. TheCommittee has also adopted the same attributes and qualifications to the extentapplicable in respect of Non-Independent Directors.
All the Non-Executive Directors of the Company fulfil the fit and proper criteria forappointment as Directors. Further all Directors of the Company other than IndependentDirectors are liable to retire by rotation. One-third of the Directors who are liable toretire by rotation retire every year and are eligible for re-election.
(e) Remuneration Policy
The Board on the recommendation of the Nomination and Remuneration Committee approvedthe Remuneration Policy for the Directors Key Managerial Personnel and other employees ofthe Company a copy of which is enclosed as Annexure I to this Report.
(f) Board Evaluation
The Board carried out annual performance evaluation of its own performance and that ofthe individual Directors as also functioning of the Board Committees as required in termsof Section 134(3)(p) of the Act. The performance evaluation of the Board and individualDirectors was based on criteria approved by the Nomination and Remuneration Committee. TheDirectors expressed their satisfaction with the overall evaluation process.
4. NUMBER OF BOARD MEETINGS
During the year ended 31st March 2017 5 (Five) meetings of the Board wereheld on 11th May 2016 12th August 2016 11th November2016 9th December 2016 and 11th February 2017.
5. BOARD COMMITTEES
Presently the Company has three Board Committees with the following members:
|Audit Committee ||Ms. Fatima Makdum Matikub Chairperson |
| ||Mr. Manoj Chauhan Member |
| ||Ms. Priti Pralhad Soni Member |
|Nomination and ||Ms. Priti Pralhad Soni Chairperson |
|Remuneration Committee ||Mr. Manoj Chauhan Member |
| ||Ms. Fatima Makdum Matikub Member |
|Stakeholders Relationship Committee ||Mr. Manoj Chauhan Chairman |
| ||Ms. Fatima Makdum Matikub Member |
| ||Ms. Priti Pralhad Soni Member |
6. DIRECTORS' RESPONSIBILITY STATEMENT
As required under Section 134(5) of the Act your Directors confirm having: -
i) followed in the preparation of the Annual Accounts the applicable AccountingStandards with proper explanation relating to material departures if any;
ii) selected such accounting policies and applied them consistently and made judgmentsand estimates that are reasonable and prudent so as to give a true and fair view of thestate of affairs of the Company at the end of the financial year and of the profit of theCompany for that period;
iii) taken proper and sufficient care for the maintenance of adequate accountingrecords in accordance with the provisions of the Act for safeguarding the assets of yourCompany and for preventing and detecting fraud and other irregularities;
iv) prepared the Annual Accounts on a going concern basis; and
v) proper systems have been devised to ensure compliance with the provisions of allapplicable laws and such systems are adequate and operating effectively.
vi) having laid down the internal financial controls to be followed by the Company andsuch internal financial controls are adequate and operating effectively.
7. SUBSIDIARIES ASSOCIATES AND JOINT VENTURES
The Company does not have any subsidiary associate or joint venture.
8. LISTING INFORMATION
The Equity Shares of the Company are presently listed only at BSE Ltd. The listing feefor the Financial Year 2017-18 is paid.
9. DEMATERIALIZATION OF SHARES
The securities of the Company are admitted with NSDL and CDSL the ISIN allotted to theCompany is INE378P01028.
10. REPORT ON CORPORATE GOVERNANCE
In terms of Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 the provision of Regulation 27 of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 are not applicable to the Company since thepaid up capital of the Company is below Rs. 10 crores and also the net worth of theCompany is below Rs. 25 Crores. Thus the Company is not required to attach the CorporateGovernance report with the Report of the Board of Directors.
11. CORPORATE SOCIAL RESPONSIBILITY
During the financial year 2016-17 the Net Worth of the Company was Rs. 36409542.66Turnover of the Company was Rs. 17351115.17 and Net profit of the Company was Rs.229161.00 therefore provisions of Section 135(1) of the Companies Act 2013 are notapplicable.
12. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
The Company provides a gender friendly workplace during the year under review therewere no cases filed pursuant to Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013.
None of the employees of your Company is covered under the provisions of Rule 5(2) ofthe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014.
13. RISK MANAGEMENT
The Board has approved the Risk Management Policy of the Company. The Company's riskmanagement framework is designed to address risks intrinsic to operations financials andcompliances arising out of the overall strategy of the Company. The Company managesmonitors and reports on the principal risks and uncertainties that can impact its abilityto achieve it objectives. The responsibility for management of risks vests with theManagers/ officers responsible for the day-to-day conduct of the affairs of the Company.Risk focused audits are carried out periodically by the Internal Auditors which lead toidentification of areas where risk management processes need to be strengthened. Annualupdate is provided to the Board on the effectiveness of the Company's risk managementsystems and policies.
14. INTERNAL FINANCIAL CONTROLS & INTERNAL AUDIT
The Company has adequate internal financial controls with respect to the financialstatements commensurate with the size and scale of the operations of the Company. Duringthe year such controls were tested and no reportable material weakness in operation hasbeen observed. Internal audit of the Company has been carried out during the year. TheAudit Committee reviews the internal audit findings provides guidance on internalcontrols and ensures that the internal audit recommendations are implemented.
15. PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS
Particulars of loans given investments made guarantees given and securities providedalong with the purpose for which the loan or guarantee or security is proposed to beutilized by the recipient are provided in the Financial Statements.
16. RELATED PARTY TRANSACTIONS
During the year ended on 31st March 2017 the Company has not entered intoany contract/ arrangement/ transaction with related parties which could be considered asmaterial in accordance with the policy of the Company on materiality of related partytransactions.
The Policy on materiality of related party transactions and dealing with relateddealing with related party transactions as approved by the Board is available on thewebsite of the Company at weblink http://www.omanshenterprises.com/wp-content/uploads/2015/08/Policy-on-materiality-of-Related-Party-Transactions-and-on-dealing-with-Related-Party-Transactions.pdf
17. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS/ COURTS / TRIBUNALS
During the year under review no significant or material orders were passed by theRegulators / Courts / Tribunals which would impact the going concern status of the Companyand its future operations.
18. EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual Return in Form MGT-9 are providedunder Annexure II to this Report.
19. AUDITORS AND AUDIT REPORT
M/s Satyendra Mrinal & Associates Chartered Accountants who are the statutoryauditors of the Company hold office till the conclusion of the forthcoming AGM. Sincetheir term is expiring at the forthcoming AGM thus pursuant to the provisions of section139 of the Companies Act 2013 and the Rules framed thereunder it is proposed to appointM/s Rajeev Singh & Co. Chartered Accountants as the Statutory Auditors of theCompany who have given their consent for the same from the conclusion of the 43rdAGM till the conclusion of the 48th AGM of the Company to be held in the year2022 subject to ratification of their appointment at every AGM to be held after this AGM.The comments made by the Auditors' in their Report are self explanatory and do not callfor any further comments. The Auditors' Report does not contain any qualificationreservation or adverse remark.
20. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGOCONSERVATION OF ENERGY:
Steps taken on conservation of energy and impact thereof: Efforts to conserveelectricity by operating only necessary lights fittings and fixtures were made during thefinancial year 2016-17.
Steps taken by the company for utilizing alternate sources of energy: NIL Capitalinvestment on energy conservation equipment: NIL.
(I) Efforts in brief made towards technology absorption and benefits derived as aresult of the above efforts e.g. product improvement cost reduction productdevelopment import substitution etc : Nil (II) In case of imported technology (importedduring the last 3 years reckoned from the beginning of the financial year) followinginformation may be furnished:
A) Details of technology imported - NIL
B) Year of import NIL
C) Whether the technology been fully absorbed - NIL
D) If not fully absorbed areas where absorption has not taken place and the reasonstherefore NIL
III) Expenditure incurred on research and development NIL
FOREIGN EXCHANGE EARNINGS AND OUTGO
There were no foreign exchange earnings or foreign exchange outflow during the year.
21. SECRETARIAL AUDITOR & SECRETARIAL AUDIT REPORT
In terms of Section 204 of the Companies Act 2013 the Company has appointed M/s. AmitR. Dadheech & Associates Practicing Company Secretaries as the Secretarial Auditor ofthe Company for the financial year 2016-17. The Secretarial Audit Report given by M/s.Amit R. Dadheech & Associates Practicing Company Secretary is provided under AnnexureIII to this Report.
The comments made by the Secretarial Auditor are self explanatory and do not requireand further comments. The Secretarial Audit Report does not contain any qualificationreservation or adverse remark.
22. ESTABLISHMENT OF VIGIL MACHENISM
The Vigil Mechanism Policy of the Company is formulated in terms of section 177 (9) ofthe Companies Act 2013 read with the provisions of the Listing Agreement with the StockExchange(s) and thereby also incorporates Whistle Blower Policy. That as per the saidpolicy protected disclosures can be made by the whistle blower to the dedicated e-mail /telephone line/ letter to Chairman of Audit Committee.
The Policy on Vigil Mechanism and Whistle Blower Policy as approved by the Board isavailable on the website of the Company at web-link http://www.omanshenterprises.com/wp-content/uploads/2015/08/Vigil-Mechanism-and-Whistle-Blower-Policy.pdf
Your directors would like to express their sincere appreciation for the assistance andcorporation received from the financial institutions banks Government authoritiescustomers vendors and members during the year under review. Your directors also wish toplace on record their deep sense of appreciation for the committed services by theCompany's executives staff and workers.
| ||For & on behalf of Board of Directors |
| ||For Omansh Enterprises Limited |
| ||Seema Khan ||Manoj Kumar Chauhan |
|Date: September 4 2017 ||Managing Director ||Wholetime Director |
|Place: New Delhi ||DIN: 07639422 ||DIN: 07835068 |