On behalf of the Board of Directors it is our pleasure to present the 47th AnnualReport together with the Audited Statement of Accounts of M/s. Omansh Enterprises Limited("the Company") for the year ended March 31 2021.
1. Financial Performance
(Amount in lacs)
|Particulars ||Current year ||Previous Year |
|Total Revenue ||523.98 ||0.00 |
|Less:- Total Expenses ||526.11 ||0.64 |
|Profit Before Tax ||(2.14) ||(0.64) |
|Less:- Tax Expenses || || |
|Current Tax ||0.00 ||0.00 |
|Deferred Tax ||0.00 ||0.00 |
|Profit/(Loss) after Tax ||(2.14) ||(0.64) |
|Earnings per share (Rs.) || || |
|Basic ||(0.01) ||(0.01) |
|Diluted ||(0.01) ||(0.01) |
2. Brief description of the Company's working during the year
During the year your Company recorded 523.98 lacs revenue as compared to nil revenueof previous year. During the Financial year the incurred a loss of Rs. 2.14 lacs ascompared to a Net loss of Rs. 0.64 lacs in the previous year. Your Directors areoptimistic about company's business and hopeful of better performance in the coming years.
3. Change in the Nature of Business
Though the company added new business activity in its object clause however during theyear there is no change in the nature of business activity of the company.
Since the company incurred losses during the current year the Board of Directors ofthe Company does not propose any dividend for the financial year ended March 312021.
5. Transfer To Reserves in Terms of Section 134 (3) (J) of The Companies Act 2013
During the year due to losses of Rs. 2.14 lacs no amount was transferred to reservesfor the financial year ended March 312021.
6. Material changes and commitments if any affecting the financial position ofthe company which have occurred between the end of the financial year of the company towhich the 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 Year2020-21 in terms of Chapter V of the Companies Act 2013.
8. Directors and Key Managerial Personnel
A) Changes in Directors
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 Mr. Manoj Ramesh Kumar Chauhan (DIN: 07835068) Wholetime Director shallretire by rotation at the ensuing AGM and being eligible offers himself forre-appointment in accordance with the provisions of the Companies Act 2013.
During the year Mr. Vipin Bhardwaj was appointed as Additional Non-Executive directorby the Board on 7th July 2020 who was regularized as director in the 46th Annual GeneralMeeting of the Company. Mrs. Deepa Mehta as Additional Independent Women Director by theboard on 7th July 2020.
Mr. Rajneesh Thakur was appointed as Company Secretary in the company w.e.f 7th July2020 and he resigned from the said office on 28th June 2021.
Further during the year under review Mr. Divesh Kumar Bajaj Ms. Reena Sharma and Ms.Fatima Makdum Matikub have ceased to be Directors of the Company w.e.f 5th June 2020.
Mrs. Deepa Mehta ceased from the post of Independent Women Director in the companyw.e.f 17th July 2020.
B) Declaration of Independence By The Independent Directors
Pursuant to the provisions of Section149 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 only one director appointed as independentdirector on its Board.
Your Company has received necessary declaration from 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 fulfill 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.
10. 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 under review Five (5) meetings of the Board of Directors of theCompany were held. Dates 07/07/2020 05.09.2020 14.09.2020 12.11.2020 13.02.2021.
12. Board Committees
The composition of the committees of the board has undergone a change during theFinancial Year. The composition of the three Board Committees at the end of the year is asfollows;-
|Audit Committee ||Mr. Shivsumit Wadhwa Chairperson |
| ||Mr. Manoj Chauhan Member |
| ||Mr. Satvinder Singh Member |
|Nomination and Remuneration Committee ||Mr. Shivsumit Wadhwa Chairperson |
| ||Mr. Satvinder Singh Member |
| ||Mr. Vipin Bharadwaj Member |
|Stakeholders Relationship Committee ||Mr. Manoj Chauhan Chairman |
| ||Mr. Satvinder Singh Member |
| ||Mr. Shivsumit Wadhwa Member |
13. 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.
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 NSDLand 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 2020-21 the Net Worth of the Company and Turnover of theCompany was below prescribed limits therefore provisions of Section 135(1) of theCompanies Act 2013 are not applicable.
19. Particulars of Employees And Related Disclosures
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 Company's riskmanagement frame work 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 its 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 beniuop strengthened.Annual update is provided to the Board on the effectiveness of the Company's riskmanagement systems 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
Details of transactions with related parties during FY2021 are provided in the notes tothe financial statements. There were no transaction requiring disclosure under section134(3)(h) of the Act.
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 link
24. Significant and Material Orders Passed By The Regulators / Courts/Tribunals
During the year under review The Bombay Stock Exchange had levied outstanding SOPfines of Rs. 60.64 Lacs for non- appointment under various regulations likeRegulations-6(1) 13(3) 29(2) 31
33 34 of SEBI vide circular no. SEBI/HO/CFD/CMD/CIR/P/2020/ 12 dated January 22 2020.Apart from that no significant or material orders were passed by the Regulators / Courts /Tribunals which would impact the going concern status of the Company and its futureoperations.
25. Extract of Annual Return
The details of Annual return is available on the website of the company at the websiteof the Company https://www.omanshenterprises.in
26. Auditors and Audit Report
M/s Sunil K Sharma Chartered Accountant is appointed as Statutory Auditor of thecompany for the audit of next years. The comments made by the Auditors' in their Reportare self-explanatory and do not call for any further comments. The Auditors' Report doesnot contain any qualification reservation or adverse remark
27. Conservation Of Energy Technology Absorption Foreign
Exchange Earnings And Outgo
Conservation Of Energy:
|(i) the steps taken or impact on conservation of energy the company. ||Every possible step is being taken to conserve the resources of energy by |
|(ii) the steps taken by the company for utilizing alternate sources of energy ||In the current fiscal year the company has not used any other alternate source of energy. |
|(iii) the capital investment on energy conservation equipment's ||NA |
|(i) the efforts made to wards technology absorption ||The company is developing product for international quality. Also implementation of total quality assurance system in the company. |
|(ii) the benefits derived like product improvement cost reduction product development or import substitution ||Due to implementation of quality assurance system the quality and our products has improved. |
|(iii) in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)- ||NA |
|(a) the details of technology imported ||NA |
|(b) the year of import; ||NA |
|(c) whether the technology been fully absorbed ||NA |
|(d) if not fully absorbed areas where absorption has not taken place and the reasons there of ||NA |
|(iv) the 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 Mr.Suresh Kumar Pillay Practicing Company Secretaries as the Secretarial Auditor of theCompany for the financial year 2020-21. The Secretarial Audit Report given by Mr. SureshKumar Pillay Practicing Company Secretary is provided under "Annexure - II" tothis Report.
The comments made by the Secretarial Auditor are self-explanatory and do not requireand further comments.
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.
30. Policy On Prevention Prohibition And Redressal Of Sexual Harassment At Workplace
Your Company has zero tolerance policy in case of sexual harassment at workplace and iscommitted to provide a healthy environment to each and every employee of the company. TheCompany has in place "Policy for Prevention and Redressal of Sexual Harassment"in line with the requirements of sexual harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013 (hereinafter referred to as the said Act') and Rulesmade there under. As per the provisions of Section 4 of the said Act the Board ofDirectors has constituted the Internal Complaints Committee (ICC) at the RegisteredOffice Works to deal with the Complaints received by the company pertaining to genderdiscrimination and sexual harassment at workplace.
Further as per the provisions of Section 21 & 22 of the aid Act the Report indetails of the number of cases filed under Sexual Harrasement and their disposal for thefinancial year under review is as under;
|Sr.No. No. of cases pending as on the beginning of the Financial year under review ||No. of complaints filed during the financial year under review ||No. of cases pending as on the end of the financial year under review |
|t. NIL ||NIL ||NIL |
31. HUMAN RESOURCES
Your Company treats its "human resources" as one of its most importantassets. Your Company continuously invests in attraction retention and development oftalent on an ongoing basis. A number of programs that provide focused people attention arecurrently underway. Your Company thrust is on the promotion of talent internally throughjob rotation and job enlargement.
32. COMPLIANCE WITH THE SECRETARIAL STANDARDS
The company has duly complied with the applicable Secretarial Standards during thefinancial year 2020-21.
33 CORPORATE INSOLVENCY RESOLUTION PROCESS INITIATED UNDER THE INSOLVENCY ANDBANKRUPTCY CODE 2016 (I BO)
No Insolvency resolution process has been initiated/ filed by a financial oroperational creditor or by the company itself under the IBC before the NCLT;
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.