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Omax Autos Ltd.

BSE: 520021 Sector: Auto
BSE 00:00 | 26 May 48.25 -0.05






NSE 00:00 | 26 May 48.10 0.05






OPEN 45.30
52-Week high 74.00
52-Week low 39.35
Mkt Cap.(Rs cr) 103
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 45.30
CLOSE 48.30
52-Week high 74.00
52-Week low 39.35
Mkt Cap.(Rs cr) 103
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Omax Autos Ltd. (OMAXAUTO) - Director Report

Company director report

Dear Shareholders

Your Board of Directors are pleased to present the 38th Board's Report onthe business and operations of Omax Autos Limited ("theCompany"/"Omax") together with the Audited Financial Statements for thefinancial year ended 31st March 2021.


The summary of the financial performance of the Company for the financial year ended 31st March 2021 as compared to the previous financial year is as below:

Amounts in Lakhs

Particulars 2020-21 2019-20
Revenue from operations and other income 18353.22 48833.21
Profit before Tax -1154.28 4652.75
Total tax expenses -143.90 294.44
Profit (Loss) for the period -1010.38 4358.31
Other Comprehensive income 150.56 (138.60)
Total Comprehensive income -859.82 4219.71
Earnings per Share (EPS) -4.72 20.38


No amount is transferred to the General Reserve of the

Company for the financial year 2020-21.


Your Directors do not recommend any dividend during/ for the financial year 2020-21.





The onset of COVID – 19 pandemic and consequent lockdowns and restrictions imposedon various industrial and economic activities in 2020-21 and 2021-22 have posed severalchallenges to all the business units of the Company. When the national and state lockdownwere declared all the units located across India and corporate office were closed. As theCompany is dealing in manufacture and supply of auto-components and heavily dependent onbusiness from only few customers the revenue is also heavily hampered due to low businessvolume from customers. There was no revenue during the complete lockdown period and therehas been marginal growth in revenue in all the units since then up to the date ofreporting. However the company expects the situation to improve soon.

In opinion of the Board except the above mentioned matters there have been nomaterial changes and commitments affecting the financial position of the

Company which have occurred between the end of the financial year under review to whichthe financial statements relate and the date of this Report.


During the year under review there has been no change in the nature of business of theCompany. The main business activity of the Company primarily continues to be manufacturingand supply of sheet metal components. The Company is continuously exploring thepossibility of venturing into new business areas to minimize its business risks.



During the financial year 2020-21 the total revenue of the Company was Rs. 183.53Crores as compared to total revenue of Rs. Rs. 488.33 Crores during the previous financialyear 2019-20 thus witnessed huge decline over previous year mainly on account of closureof Company's two 2W plants and declining automotive demand across the country and Covid-19pandemic.

And therefore Profit before tax for the year under review was also declined i.e. Rs.-11.54 Crore as against Rs.

46.52 Crore for the previous financial year.

Financial year 2020-21 was a challenging year for the Company. The automotive demandhas declined across the country due to negative impact of COVID-19 pandemic and Omax isnot untouched as company has faced tremendously decline in demand. The management iscontinuously working on to increase its customer base & product portfolio for IndianRailways passenger car manufacturers and CV manufacturers.


The Authorised Share Capital of the Company is Rs. 300000000 (Rupees Thirty CroresOnly) divided into

26500000 equity shares of Rs. 10 each; 2000000 equity shares with differentialvoting rights of Rs. 10 each and 150000 Optionally Convertible Cumulative PreferenceShares (12%) of Rs. 100 each. The paid up share capital of the Company as on 31st March2021 was Rs. 213882130 divided into 21388213 equity shares of Rs. 10 each.

The Company has not issued any shares with differential voting rights or sweat equityshares. As on 31st March 2021 none of the Directors of your Company holdinstruments convertible into equity shares of the Company.

During the year under review there was no change in the share capital of the Companyfrom the last financial

The shares are actively traded on BSE and NSE and have not been suspended from trading.


In terms of Regulation 34(2)(e) of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 the Management Discussion and Analysis Report has beenappended separately which forms part of the Annual Report.


Corporate Governance is the application of best Management Practices Compliance ofLaws in true letter and spirit and adherence to ethical standards for effective managementand distribution of wealth and discharge of social responsibility for sustainabledevelopment of all stakeholders i.e. shareholders management employees customersvendors regulators and the community at large. Your Company places prime importance onreliable financial information integrity transparency empowerment and compliance withthe law in letter and spirit. The regulators have also emphasised on the requirement ofgood corporate governance practices in corporate management. Your Company also takesproactive approach and revisits its governance practices from time to time so as to meetbusiness and regulatory requirements. The provisions of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 with respect to the Corporate Governance forthe year 2020-21 has been provided in the Corporate Governance Report which is attachedhere separately along with a Certificate from Practicing Company Secretary compliance withcorporate governance norms and forms part of the Annual Report.


The Board of Directors of the Company has optimum combination of executive andnon-executive directors including independent directors and woman directors in compliancewith the provisions of the Companies Act 2013 ("the Act") and SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 ("ListingRegulations"). During the year under review the following changes were taken placein the Directors and Key Managerial Personnel of the Company:

- Mr. Jatender Kumar Mehta was re-appointed as Managing Director for further term offive years w.e.f. 1st January 2021. Further he was re-designated as ViceChairman cum Managing Director w.e.f. 11th February 2021.

- Mr. Devashish Mehta was re-designated as Managing Director from Joint ManagingDirector w.e.f. 12th November 2020.

- Mr. Panja Pradeep Kumar Non-Executive Independent Director resigned w.e.f 10thDecember 2020 cited he was not able to devote sufficient other assignments.

- Mr. Ravinder Kumar Mehta ceased to be Managing Director of the Company w.e.f.December 31 2020 and thereafter resigned from the Company as Director w.e.f. February01 2021..

- Mr. Deep kapuria Non-Executive Independent Director was re-appointed as IndependentDirector in the 37th Annual General Meeting held on 25th September 2020 for asecond term of five consecutive years w.e.f. 9th November


- Mr. Sanjeeb Kumar Subudhi Company Secretary of the Company has resigned w.e.f.w.e.f. closing of Business Hours of April 03 2021.

- Mr. Ravinder Singh Kataria was appointed as a Company Secretary w.e.f. June 22 2021.

In terms of the provisions of the Act and Article of Association of the Company Mr.Devashish Mehta (DIN: 07175812) shall retire by rotation at the ensuing

Annual General Meeting and being eligible have offered themselves for re-appointment.The Board recommends for his re-appointment in the ensuing Annual General Meeting of theCompany.

The Company has received declarations from all the

Independent Directors of the Company confirming that they continue to meet the criteriaof independence as prescribed under Section 149 of the Act read with rules made thereunder and Regulations 16 & 25 of the Listing

Regulations. The Independent Directors have also confirmed that they have complied withthe Company's code of conduct. In the opinion of the Board of Directors of the Companyall Independent Directors of the Company have integrity expertise experience asprescribed under the Companies (Appointment and Disqualification of Directors) Rules 2014read with the Companies (Accounts) Rules 2014 (including amendment thereof).

All Directors of the Company have also given declarations that they are not debarredfrom holding the office of

Director by virtue of any SEBI order or any other such statutory authority as requiredunder the Circular dated 20th June 2018 issued by BSE Limited and NationalStock Exchange of India Limited.

Board Diversity and Policy on Director's Appointment and Remuneration

The Company believes that building a diverse and inclusive culture is integral to itssuccess. A diverse Board will be able to leverage different skills qualificationsprofessional experiences perspectives and backgrounds which is necessary for achievingsustainable and balanced development. The Board has adopted a policy on ‘Nominationand Remuneration' for selection and appointment of Directors Senior Management includingKey Managerial Personnel's and other Senior Management and their remuneration which setsout the criteria for determining qualifications positive attributes and independence of aDirector. The Salient features of the policy is mentioned in the Corporate GovernanceReport which forms part of this report.

The detailed policy is available on the Company's website at aspx .

Annual Board Evaluation and Familiarization

Programme for Board Members

The Nomination and Remuneration Committee has put in place a framework for evaluationof the performance of the Board Board Committees and individual Directors includingChairperson. Customised forms were circulated responses were analyzed and the resultswere subsequently discussed by the Board. Recommendations arising from this entire processwere deliberated upon by the Board to be used constructively to further enhance itseffectiveness. A detailed update on the Performance Evaluation is provided in the reporton Corporate Governance which forms part of this report. A note on the familiarizationprogramme adopted by the Company for orientation and training of the Directors and theBoard evaluation process undertaken in compliance with the provisions of the Act and theListing Regulations is provided in the Report on Corporate Governance which forms part ofthis Report.

Committees of Board Number of Meetings of the

Board and Board Committees

During the year under review 6 (Six) meetings of the Board of Directors were heldrespectively on 29/06/2020 25/08/2020 14/09/2020 12/11/2020 23/01/2021 and11/02/2021.

During the financial year ended 31st March 2021 all the recommendationsof/submissions by the Committees which were mandatorily required were accepted by theBoard. The Committees of the Board are as follow:-a) Audit Committee b) Nomination andRemuneration committee c) Stakeholders Relationship Committee d) Corporate SocialResponsibility Committee e) Executive Committee

Details of Board Meetings and Committee Meetings and attendance thereof is disclosed inthe Corporate Governance Report attached separately to this report.


In terms of the provisions of the Companies Act 2013 the Board of Directors of yourCompany confirm that

(a) in the preparation of the annual accounts for the Financial year ended March 312021 the applicable accounting standards had been followed along with proper explanationrelating to material departures though there is no material departure;

(b) 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 endedMarch 31 2021 and of the profit/(loss) of the company for that period; (c) the directorshad taken proper and for the maintenance of adequate accounting records in accordance withthe provisions of this Act for safeguarding the assets of the company and for preventingand detecting fraud and other irregularities;

(d) the directors had prepared the annual accounts for the Financial year ended March31 2021 on a going concern basis; (e) the directors had laid down internal financialcontrols to be followed by the company and that such internal financial controls areadequate and were operating effectively; and

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


The Company is committed to adhere to the highest standards of ethical moral and legalconduct of business operations. The Company has established a vigil mechanism and hasadopted the "Vigil Mechanism/ Whistle Blower Policy". As per the policyobjective the Company encourages its employees who have concerns about suspectedmisconduct to come forward and express these concerns without fear of punishment orunfair treatment. A vigil mechanism provides a channel to the employees and directors toreport to the management concerns about unethical behaviour actual or suspected fraud orviolation of the Codes of conduct or policy. The mechanism provides for adequatesafeguards against victimization of employees and directors to avail the mechanism andalso provide for direct access to the Managing Director/Chairman of the Audit Committee inexceptional cases. Such policy is available on the website of the Company i.e. Codes-Policies.aspx.

During the financial year under review no person been denied access to the ManagingDirector/Chairman of the Audit Committee.


As a good corporate citizen the Company understands the significance of inclusivegrowth and wellbeing of all stakeholders including the society at large. Your Company hasbeen taking initiatives under Corporate Social Responsibility (CSR) for society at largewell before it has been prescribed under the Act. The

Company has a well-defined Policy on CSR as per the requirement of Section 135 of theAct which covers the activities as prescribed under Schedule VII of the Act. During theyear under review your Company has carried out activities primarily related topromoting/providing education to the poor and underprivileged children. The details aboutthe policy developed and implemented by the Company on Corporate Social Responsibilityinitiatives taken during the year as required under clause (o) of sub-section (3) of theSection 134 of the Act are provided in the CSR Annual Report in terms of Rule 8 of theCompanies (Corporate Social responsibility) Rules 2014 which is attached as Annexure-1and forms part of this report.


The Board of Directors of the Company has adopted a policy as the Risk ManagementPolicy of the Company with main objective of to ensure sustainable business growth withstability and to promote a pro-active approach in reporting evaluating and resolvingrisks associated with the business. The Board continuously identifies various risks towhich the Company is subject to and which in the opinion of the Board may threaten theexistence of the Company.

The implementation and monitoring of this policy is currently assigned to the AuditCommittee of the Board. Though the Board is striving to identify various elements of riskhowever in the opinion of the Board there has been no element of risk which may threatenthe existence of the Company.

AUDITORS Statutory Auditor

In terms of the provisions of Section 139 of the Companies Act 2013 M/s. BGJCAssociates LLP Chartered Accountants (Firm Registration No. 003304N) were appointed asStatutory Auditor of the Company at the

34th Annual General Meeting (AGM) to hold office till the conclusion of 39thAGM of the Company. M/s. BGJC Associates LLP Chartered Accountants (Firm Registration No.003304N) are eligible to continue as the Statutory Auditors of the company for remainingterm in accordance with the provisions of the Act read with rules made thereunder andapplicable laws


In terms of Section 204 of the Act read with the rules made thereunder and upon therecommendation of the Audit Committee the Board of Directors has appointed M/s.Chandrasekaran Associates Company Secretaries as the Secretarial Auditors of the Companyto conduct Secretarial Audit for the financial year 2021-22.

Internal Auditors

In terms of Section 138 of the Companies Act 2013 read with Companies (Accounts)Rules 2014 the Board of Directors on recommendation of the Audit Committee hasappointed M/s. M/s. Singhi Chugh & Kumar

Chartered Accountants having FRN: 013613N and M/s. JHS & Associates LLP(previously known N. Kochhar & Co.) having FRN: 133288W Chartered Accountants asInternal Auditors of the Company for the financial year 2021-22.

Cost Auditors

During the year under review the turnover of the Company was more than the thresholdas prescribed under Section 148 of the Act and rules made thereunder. For the Financialyear 2021-22 the Company is required to make and maintain the Cost records as specifiedby the Central Government under sub-section (1) of section 148 of the Act. The Board ofDirectors of the Company on the recommendations made by the Audit Committee hasappointed M/s. JSN & Co. Cost Accountants (Firm

Registration No. 000455) as the Cost Auditor of the Company to conduct the audit of thecost records for the financial year 2021-22. The remuneration proposed to be paid to theCost Auditor subject to ratification by the shareholders of the Company at the ensuing 38thAGM would not exceed Rs. 120000 (One Lakh twenty thousand only) excluding taxes and outof pocket expenses if any.

The Company has received consent from M/s. JSN &Co. Cost Accountants (FirmRegistration No. 000455) to act as the Cost Auditor for conducting audit of the costrecords for the financial year 2021-22 along with a certificate confirming theirindependence and arm's length relationship.

Statutory Audit Report

M/s. BGJC Associates LLP Chartered Accountants (Firm Registration No. 003304N)Statutory Auditors of the

Company have submitted their reports on the financial statements of the Company for thefinancial year ended 31st March 2021. There has been no observation or commentof the auditors on financial transactions or matters which has any adverse effect on thefunctioning of the company; further there is also no qualification reservation oradverse remarks in the Auditors' Reports on the financial statement of the Company for thefinancial year ended 31st March 2021.

Further the auditors have not reported any fraud under Section 143(12) of the Act forthe financial year 2020-21.

Secretarial Audit Report

In terms of Section 204(1) of the Act a Secretarial Audit Report given by M/s.Chandrasekaran Associates the Secretarial Auditor of the Company in prescribed form hasbeen annexed as Annexure-2 hereto and forms part of this Report. Further there hasbeen no qualification reservation or adverse remarks or disclaimer or qualification madeby the Secretarial Auditors except as mentioned in their report for the financial yearended 31 st March 2021.

It is clarified here that

1. Delay in filing of certain E-Forms was due to

COVID-19 impact and other uncontrolled factors but company will definitely take careavoiding such instances in future.

2. The Company neither appointed nor continues Mr. Ravinder Kumar Mehta asNon-Executive Director on the Board. The gap between 31st December 2020 and 1stFebruary 2021 took place due to his expiry of tenure as Managing Director on 31stDecember 2020.

Further Board has recommended to shareholder in this Annual General meeting to ratifythe appointment of Mr. Ravinder Kumar Mehta as Non-Executive Director to comply with theregulation 17(1A) of SEBI LODR.

However Company has requested the both Stock Exchanges where shares of the companyhas been listed to waive the fine imposed on company and till date of this report noreply has been received from Exchanges.

3. Company is maintaining Digital Structure Data base as per Regulation 3(5) of SEBI(Prohibition of Insider Trading) Regulations 2015 internally however considering thelimited scope of the database time stamping and audit trails could not be adhered.Company is under process to install and implement system which was control by software andfor this company is already discussion with few software companies. Further company hasstrictly implemented its Code of Internal procedures and conduct for regulatingmonitoring and reporting of trading by designated persons formulated under the SEBI(Prohibition of Insider Trading) Regulations 2015. Designated person who have traded theshares in contravention of the Code had been penalise but as new instances of trading ofshares in contravention of code has took place matter is being investigated and properaction will be taken and will be informed to concerned authorities.

4. Credit Rating received by the company was intimated to Stock Exchanges and there wasdelay in intimation due to some miscommunication and reason of delay was also intimatedto Stock Exchanges.

5. Disclosure regarding change in designation of Mr. Ravinder Kumar Mehta from ManagingDirector to Non-executive Director of the Company could not be made as this change did notoccurred due to any action of Mr. Mehta or any action of Company. The change took place ashis tenure could not be extended.

However company has taken this matter very seriously and will take all such matter atutmost care in future.

Further the auditors have not reported any fraud under

Section 143(12) of the Act for the financial year 2020-21.

Cost Audit Report

M/s. JSN & Co. Cost Accountants (Firm Registration No.

000455) Cost Auditors of the Company have submitted their reports on the cost recordsof the Company for the financial year ended 31st March 2021. There has been noqualification reservation or adverse remarks in the

Auditors' Reports on the cost records of the Company for the financial year ended 31 stMarch 2021. Further the auditors have not reported any fraud under

Section 143(12) of the Act for the financial year 2020-21.



The Company does not have any subsidiary company or joint venture or associate company.There was no company which had become or ceased to be the subsidiary joint venture orassociate company of the Company during the year under review.


During the year under review the Company had not invited or accepted any deposits frompublic under Chapter V of the Act and the Rules made thereunder.

Further no deposits are outstanding on the end of financial year 2020-21.


There has been no significant and material order passed by any regulator courts ortribunals impacting the going concern status and operations of the Company in future.


The Company has established a framework for internal financial controls. The Companyhas in place adequate controls procedures and policies ensuring orderly and efficientconduct of its business including adherence to the Company's policies safeguarding ofits assets prevention and detection of frauds and errors accuracy and completeness ofaccounting records and timely preparation of reliable financial information. During theyear under review such controls were assessed and no reportable material weaknesses inthe design or operation were observed. Accordingly the Board is of the opinion that theCompany's internal financial controls were adequate and effective during financial year2020-21.


During the financial year under review the Company has not given any loan or guaranteeor security in connection with a loan or made any investment in terms of Section 186 ofthe Companies Act 2013.


During the year under review the Company has entered into transactions with relatedparties falling under the purview of Section 188 of the Act. All the transactions with therelated parties were in ordinary course of business and on arm's length basis thereforethe Company is not required to give details of related party transactions in Form AOC-2.All transactions with related parties were duly reviewed by the Audit Committee of theBoard.


In terms of Section 134(3)(m) of the Act read with Rule 8 of Companies (Accounts)Rules 2014 a statement containing details of conservation of energy technologyabsorption foreign exchange earnings and outgo in the manner as prescribed under theCompanies (Accounts) Rules 2014 is given in Annexure - 3 hereto and forms part ofthis Report.


In terms of Section 197(12) of the Act read with Rule 5(1) 5(2) and 5(3) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 the ratio ofthe remuneration of each director to the median employee's remuneration and such otherdetails as are required under such rules are attached separately as

Annexure - 4 which forms part of this report.


Pursuant to Section 92(3) read with Section 134(3) (a) of the Act the Annual Return inForm MGT-7 as on March 31 2021 is available on the Company's website at .


The Company has in place a Policy on Prevention of Sexual Harassment at the Workplacein line with the requirements of the Sexual Harassment of Women at Workplace (PreventionProhibition & Redressal)

Act 2013 ("POSH"). The Company has constituted an Internal ComplaintsCommittee to redress complaints received regarding sexual harassment at the workplace.


Your Company is committed for adhering to best

Environmental Safety & Health Practices during its manufacturing processes. Ittargets to achieve 100% Environmental Legal compliances with 100% customer's satisfactionalong with continuous trainings and awareness programs on different Environmental BurningIssues from time to time. In order to ensure effective implementation of OMAX's EHSPolicy the same is systematically communicated across all the levels and the employeesare trained from time to time to not only build commitment at their levels but alsoencourage them to be effective promoters of this philosophy and take EHS as one of theirkey roles in day to day functioning. Environment Health and Safety programs in theorganization is the prime focus of top management to make safe and healthy workenvironment. The EHS programs protect the environment conserve the natural resourcesprovide safe and healthy conditions for work and comply with applicable laws andregulations.

The Company is committed for adopting Zero Incident free work environment by followingcontinuous workplace and classrooms trainings work permit systems third party safetyaudits and stringent safety standards in the workplace. Safety and health compliancesstart from our gates and occupy the topmost position in the yearly goals of the Company.The Company targets to maintain minimum Zero Severity Rate and Frequency Rate to achieveZero injury. All safety compliances being monitored via In-house and third party monthlysafety audits to know least nonconformance to ensure our 100% safety compliances for ouremployees associates and machinery to improve productivity. A dedicated EHS team isavailable in each unit under guidance of corporate EHS on day-to-day basis.

All EHS activities are monitored by monthly EHS MIS review mechanism with allocation ofunder separate cost centre for better accountability. The Company is also dedicated tosave our precious natural resources with conservation of water by recycling our effluentafter treatment by installing Reverse Osmosis

Plants. For continuous monitoring and to operate our all ETPs at highest efficiency wehave established dedicated ETP Labs at all major locations with dedicated

ETP Chemists to achieve and fulfil our commitment towards Zero Liquid Discharge. TheCompany's strength is Employee engagement and under this celebrations of Environment andSafety Day Fire & Mock Drills EHS awareness training programs covering all employeesand associates under scheduled classroom and floor level training are conducted. EHS LegalCompliance training programs are organized for all senior and middle management for betterunderstanding throughout the year to create more vibrant environment amongst the employeesso that each & every employee takes the responsibilities & guides others about nonpolluted environment. The Company also ensures 100% disposal of all generated Hazardouswastes as per Pollution Control guidelines. The Company has also started disposal ofE-waste to authorized re-cyclers.



The Company has not made any application or any proceeding pending under the Insolvencyand Bankruptcy Code 2016 (31 of 2016) ("IBC Code") during the year. Further atthe end of the year Company does not have any proceedings related to IBC Code.





During the year under review the Company has not made one time settlement thereforethe same is not applicable.



The Company has hosted certain policies/documents/ information including inter aliaPolicy for determining ‘Material Subsidiaries' Policy on dealing with Related PartyTransactions Familiarization programmes for Independent Directors etc. as per therequirement of law or otherwise. Following link could be used for accessing such polices/documents/information: sufficientresources COMPLIANCEOF SECRETARIAL STANDARDS ISSUED BY ICSI

During the financial year 2020-21 the Directors have devised proper systems to ensurecompliance with the provisions of all applicable Secretarial Standards and that suchsystems are adequate and operating effectively.


The Directors wish to convey their appreciation to business associates for theirsupport and contribution during the year. The Directors would also like to thank theemployees shareholders customers suppliers alliance partners bankers and governmentagencies for the continued support given by them to the Company and their confidencereposed in the management. We look forward for your continued support in the future.

For Omax Autos Limited
Tavinder Singh Jatender Kumar Mehta
(Whole-time Director) (Vice Chairman cum DIN:
01175243 Managing Director)
DIN: 00028207
Place: Gurugram
Date: 14th August 2021