On behalf of the Board of Directors it is our pleasure to present the 44thAnnual Report together with the Audited Statement of Accounts of M/s. Omansh EnterprisesLimited ("the Company") for the year ended March 31 2018.
|1. Financial Performance || || |
| || ||(Amount in Rs.) |
|Particulars ||Current year ||Previous Year |
|Total Revenue ||20380350.00 ||17357097.59 |
|Less:- Total Expenses ||20236507.50 ||17025589.67 |
|Profit Before Tax ||143842.50 ||331507.92 |
|Less:- Tax Expenses || || |
|Current Tax ||39382.00 ||97000.00 |
|Deferred Tax ||665.00 ||5346.00 |
|Profit/(Loss) after Tax ||103795.50 ||229161.92 |
|Earnings per share (Rs.) || || |
|Basic ||0.01 ||0.00 |
|Diluted ||0.01 ||0.00 |
2. Brief description of the Companys working during the year
During the year your Company recorded Total Revenue of Rs. 20380350 (previousyear Rs. 17357097.59). During the Financial year there has been a reduction inthe Net Profit of the Company and it has recorded a Net Profit of Rs. 103795.50 ascompared to a Net Profit of Rs. 229161.92 in the previous year.
3. Change in the Nature of Business
During the year there is no change in the nature of business activity of the company.
During the current year the Board of Directors of the Company does not propose anydividend for the financial year ended March 31 2018.
5. Transfer To Reserves in Terms of Section 134 (3) (J) of The Companies Act 2013
During the year Rs. 103795.50 was transferred to reserves out of the Profits earnedfor the financial year ended March 31 2018.
6.Material changes and commitments if any affecting the financial position of thecompany which have occurred between the end of the financial year of the company to whichthe financial statements relate and the date of the report
During the period between the end of the financial year of the company and the date ofthe report there is no material changes and commitments which affect the financialposition of the company.
7. Public Deposits
The Company has neither accepted nor renewed any deposits during the Financial Year2017-18 in terms of Chapter V of the Companies Act 2013.
8. Directors and Key Managerial Personnel
A) Changes in Directors and Key Managerial Personnel
Pursuant to Sections 149 152 and other applicable provisions if any of the CompaniesAct 2013 one- third of such of the Directors are liable to retire by rotation and shallretire every year and if eligible offer themselves for re-appointment at every AGM.Consequently Mrs. Seema Khan (DIN: 07639422) Managing Director shall retire by rotationat the ensuing AGM and being eligible offer herself for reappointment in accordance withthe provisions of the Companies Act 2013.
On recommendation of Nomination and Remuneration Committee Mr. Manoj Chauhan wasappointed as the Whole Time Director of the Company for a period of three years by theBoard of Directors of the Company w.e.f. May 29 2017.
Further during the year under review following directors/KMP of the Company have ceasedto be Director of the Company during the year:-
|Sr. No. ||Name of Directors ||Designation ||Date of Resignation |
|1 ||Mr. Radhe Shyam ||Whole Time Director ||September 04 2017 |
|2 ||Mr. Divesh Kumar Bajaj ||Executive Director ||August 11 2017(Removal u/s 167) |
The Board places on record its appreciation to the resigned directors for theirvaluable guidance provided during their tenure as Director of the Company.
B) Declaration of Independence By The Independent Directors
Pursuant to the provisions of Section 149 of the Companies Act 2013 and Regulation 17of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 asamended from time to time your Company has requisite number of Independent Directors onits Board. Your Company has duly complied with the requirements of the said provisions forappointment of Independent Directors during the year under review.
Your Company has received necessary declaration from each Independent Directors of theCompany under Section 149(6) of the Companies Act 2013 read with Regulation 16 of SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 confirming that theymeet with the criteria of independence as prescribed under the aforesaid Section andRegulation.
C) Formal Annual Evaluation
In compliance with the Companies Act 2013 and the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 during the year the Board adopted a formalmechanism for evaluating its performance as well as that of its Committees and IndividualDirectors including the Chairman of the Board. Structured questionnaires were used in theoverall Board evaluation comprising various aspects of Board function.
The evaluation of Independent Directors was carried out by the entire Board and that ofthe Chairman and Non Independent Directors were carried out by the IndependentDirectors.
The Directors were satisfied with the evaluation results which reflected the overallengagement of the Board and its Committees with the Company.
9. 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 ofthe Company fulfil the fit and proper criteria for appointment as Directors. Further allDirectors of the Company other than Independent Directors are liable to retire byrotation. One-third of the Directors who are liable to retire by rotation retire everyyear and are eligible for re-election.
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 thisReport.
a) 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.
11. Number Of Board Meetings
During the year ended 31st March 2018 5 (Five) meetings of the Board wereheld on June 29 2017 September 04 2017 September 14 2017 December 14 2017andFebruary 14 2018.
12. Board Committees
Presently the Company has three Board Committees with the following members:-
| ||Mr. Fatima Makdum Matikub Chairperson |
|Audit Committee ||Mr. Manoj Chauhan Member |
| ||Mr. Priti Pralhad Soni Member |
| ||Mr. Priti Pralhad Soni Chairperson |
|Nomination and Remuneration Committee ||Mr. Manoj Chauhan Member |
| ||Mr. Fatima Makdum Matikub Member |
| ||Mr. Manoj Chauhan Chairman |
|Stakeholders Relationship Committee ||Mr. Fatima Makdum Matikub Member |
| ||Mr. Priti Pralhad Soni Member |
13. Director`s 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.
14. Subsidiaries Associates And Joint Ventures
The Company does not have any subsidiary associate or joint venture.
15. Listing Information
The Equity Shares of the Company are presently listed only at BSE Ltd.
16. Dematerialization Of Shares
The securities of the Company are admitted with NSDL and CDSL the ISIN allotted to theCompany is INE378P01028.
17. 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.
18. Corporate Social Responsibility
During the financial year 2017-18 the Net Worth of the Company was Rs. 36513338.16Turnover of the Company was Rs. 20380350 and Net profit of the Company was Rs.103795.50 therefore provisions of Section 135(1) of the Companies Act 2013 are notapplicable.
19. 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.
20. Risk Management
The Board has approved the Risk Management Policy of the Company. The Companysrisk management framework is designed to address risks intrinsic to operations financialsand compliances 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 Companys risk managementsystems and policies.
21. 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.
22. 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.
23. Related Party Transactions
During the year ended on March 31 2018 the Company has not entered into any contract/arrangement/ transaction with related parties which could be considered as material inaccordance with the policy of the Company on materiality of related party transactions.
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 web linkhttp://www.omanshenterprises.com/wp-content/uploads/2015/08/Policy-on-materiality-of-Related-Party-Transactions-and-on-dealing-with-Related-Party-Transactions.pdf
24. 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.
25. 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.
26. Auditors And Audit Report
M/s Rajeev Singh & Co Chartered Accountants who are the statutory auditors of theCompany hold office till the conclusion of the 48th AGM and are eligible forre-appointment. Pursuant to the provisions of section 139(2) of the Companies Act 2013and the Rules framed thereunder it is proposed to appoint M/s Rajeev Singh & Co asstatutory auditors of the Company from the conclusion of the 43rd AGM till theconclusion of the 48th AGM to be held in the year 2022 subject to ratificationof their appointment at every AGM.
The comments made by the Auditors in their Report are self explanatory and do notcall for any further comments. The Auditors Report does not contain anyqualification reservation or adverse remark
27. Conservation Of Energy Technology Absorption Foreign Exchange Earnings And Outgo
Conservation 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 ofimport NIL C) Whether the technology been fully absorbed NIL D) If not fullyabsorbed areas where absorption has not taken place and the reasons therefore 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.
28. 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 "Annexure III" 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.
29. Establishment Of Vigil Mechanism
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-linkhttp://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 theCompanys executives staff and workers.
|Date: September 05 2018 ||For & on behalf of Board of Directors || |
|Place: New Delhi ||For Omansh Enterprises Limited || |
|Regd. Office: ||Sd/- ||Sd/- |
|Shop No. QD-37 DDA Market ||Manoj Chauhan ||Seema Khan |
|Pitampura New Delhi - 110034 ||Whole Time Director ||Managing Director |
| ||DIN: 07835068 ||DIN: 07639422 |