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Omega Interactive Technologies Ltd.

BSE: 511644 Sector: Others
NSE: N.A. ISIN Code: INE113B01029
BSE 00:00 | 09 May 33.55 0
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30.45

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33.55

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NSE 05:30 | 01 Jan Omega Interactive Technologies Ltd
OPEN 30.45
PREVIOUS CLOSE 33.55
VOLUME 427
52-Week high 33.75
52-Week low 16.00
P/E 479.29
Mkt Cap.(Rs cr) 2
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 30.45
CLOSE 33.55
VOLUME 427
52-Week high 33.75
52-Week low 16.00
P/E 479.29
Mkt Cap.(Rs cr) 2
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Omega Interactive Technologies Ltd. (OMEGAINTERACTIV) - Director Report

Company director report

Your Directors have great pleasure in presenting the Twenty Seventh (27th) AnnualReport together with the Audited Accounts of the Company for the year ended 31st March2021.

1. FINANCIAL HIGHLIGHTS:

(Amount in Rs.)

Particulars Year ended 31.03.2021 Year ended 31.03.2020
Revenue from Operations 1360366 1650000
Other Income 544022 617828
Total Income 1904388 2267828
Less : Total Expenses 1787882 2169333
Profit before exceptional items and tax 116506 98495
Exceptional Items - -
Profit Before Tax 116506 98495
Less : Tax Expense
Current Tax 29300 24800
Tax relating to prior years - (30)
Profit/ (Loss) for the year 87206 73725

2. OPERATIONAL REVIEW:

The company is principally engaged in the business of software activities includingdevelopment of software. Your Company has earned total revenue of Rs.1360366/- duringthe current year as compared to Rs.1650000/- in the immediately preceding financialyear. Further in order to effectively manage the resources the company continues todeploy the surplus funds in financial activities on short term basis as a result of whichthe company has managed to earn a total income of Rs.1904388/ - during the current yearas compared to Rs.2267828/- in the immediately preceding financial year. During the yearunder review the company has earned profit after tax of Rs.87206/- as compared to profitafter tax of Rs. 73725/- in the immediately preceding financial year. The Board ofDirectors is optimistic about better performance in the future and feels that the companyhas miles to achieve and striving for the better business opportunities strengthening itsbusiness strategies and finding ways for cost effectiveness.

3. DIVIDEND :

Your Directors have not recommended any dividend for the year ended 31st March 2021in order to plough back the profits for future growth and development of the Company.

4. TRANSFER TO RESERVES :

During the year under review the company has not transferred any amount to reserves.

5. CHANGES IN NATURE OF BUSINESS :

There has been no change in the nature of the business of the company during thefinancial year 2020-2021.

6. SHARE CAPITAL OF THE COMPANY :

The paid up equity share capital as at 31st March 2021 was Rs. 5000000/- dividedinto 500000 equity shares having face value of Rs. 10/- each fully paid up. During theyear under review the Company has not issued any shares with differential voting rightsneither granted any stock options nor any sweat equity.

7. EXTRACT OF ANNUAL RETURN :

Pursuant to Section 92 of the Act read with the applicable Rules the Annual Return forthe year ended March 31 2021 can be accessed on the Company's website at www.https://www.omegainteractive.net/.

8. SUSIDIARIES/JOINT VENTURES/ASSOCIATE COMPANIES :

The Company does not have any subsidiaries joint ventures or associate companies.

9. PUBLIC DEPOSITS :

The Company has not accepted any deposits within the meaning of Section 73 of theCompanies Act 2013 and the Companies (Acceptance of Deposits) Rules 2014 during the yearunder review.

10.PARTICULARS OF LOANS GUARANTEES / SECURITIES OR INVESTMENTS:

During the year under review the company has not given any guarantees/securities ormade investments covered under Section 186 of the Companies Act 2013. The details of theloans given by the Company have been disclosed in the notes to the financial statements.

11.CORPORATE SOCIAL RESPONSIBILITY INITIATIVES :

The provisions of Section 135 of the Companies Act 2013 read with the Companies(Corporate Social Responsibility Policy) Rules 2014 were not applicable to the Companyfor the financial year ended 31st March 2021.

12.DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS :

There were no significant or material orders passed by the regulators or courtsimpacting the going concern status of the company and its future operations.

13.BOARD OF DIRECTORS / KEY MANAGERIAL PERSONNEL :

A. BOARD OF DIRECTORS :

There was no change in composition of Board of Directors of the company during the yearunder review.

B. KEY MANAGERIAL PERSONNEL :

In accordance with the provisions of the Act and based on the recommendation of theNomination and Remuneration Committee the Board proposes re-appointment of

Mr. Krishan Kumar Rathi (DIN: 00156061) as Managing Director for a period of 3 (Three)years w.e.f. 24th April 2022 upto 23rd April 2025 subject to approval of the members atthe forthcoming Annual General Meeting.

Profile and other information of Mr. Krishan Kumar Rathi (DIN: 00156061) as requiredunder Regulation 36 of SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 and Secretarial Standard - 2 forms part of the notice convening the ensuing AnnualGeneral Meeting. The above proposal for re-appointment forms part of the Notice of theTwenty Seventh Annual General Meeting and the relevant resolution is recommended for yourapproval therein.

14.STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS :

Your Company has 3(Three) Independent Directors as on the date of this meeting. All theIndependent Directors have given necessary declarations that they meet the criteria ofindependence as laid down under Section 149(6) of the Companies Act 2013 and Regulation16(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.

STATEMENT ON INTEGRITY EXPERTISE AND EXPERIENCE OF INDEPENDENT DIRECTORS :

The Company has received declarations from all the Independent Directors regardingtheir Integrity Expertise and Experience.

15.DIRECTORS RESPONSIBILITY STATEMENT :

To the best of our knowledge and belief and according to the information andexplanations obtained Directors make the following statement in terms of Section 134 ofthe Companies Act 2013 :

(a) in the preparation of the Annual Accounts for the financial year ended 31st March2021 the applicable accounting standards had been followed along with proper explanationrelating to material departures if any;

(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 and ofthe profit of the company for that period;

(c) the Directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the company and for preventing and detecting frauds and other irregularities;

(d) the Directors had prepared the annual accounts on a going concern basis;

(e) the Directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively;

(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.

16.BOARD EVALUATION :

Pursuant to the provisions of the Companies Act 2013 and SEBI (LODR) Regulations 2015the company has implemented a system of evaluating performance of the Board of Directorsand of its Committees and individual directors on the basis of evaluation criteriasuggested by the Nomination and Remuneration Committee and the SEBI (LODR) Regulations2015. Accordingly the Board has carried out an evaluation of its performance after takinginto consideration various performance related aspects of the Board's functioningcomposition of the Board and its Committees culture execution and performance ofspecific duties remuneration obligations and governance. The performance evaluation ofthe Board as a whole was carried out by the Independent Directors in their meeting held on9th February 2021.

Similarly the performance of various committees individual Independent Directors wasevaluated by the entire Board of Directors (excluding the Director being evaluated) onvarious parameters like engagement analysis decision making communication and interestof stakeholders.

The Board of Directors expressed its satisfaction with the performance of the Boardits committees and individual directors.

17.MEETING OF BOARD OF DIRECTORS OF THE COMPANY :

During the year under review 4 (Four) Board Meetings were convened and held on 25thJune 2020 12th August 2020 9th November 2020 and 9th February 2021. The maximuminterval between any two meetings did not exceed 120 days as prescribed in the CompaniesAct 2013.

The brief particulars of the Directors attending the meetings are as follows :

Name of the Director Category of Directorship No. of Meetings during the year
Held Attended
Mr. Krishan Kumar Rathi Managing Director 4 4
Mr. Rajesh Nawathe Non-Executive Independent Director 4 4
Mrs. Subrata Paul Non-Executive Independent Director 4 4
Mr. Ravi Kumar Seth Non-Executive Independent Director 4 4

18. AUDIT COMMITTEE :

In accordance with the provisions contained in Regulation 18 of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 and in consonance with theprovisions of Section 177 of the Companies Act 2013 the Board of Directors hadconstituted an Audit Committee comprising of 3 Directors.

The Committee acts as a link between the Management the Statutory Auditors and theBoard of Directors of the Company. The Committee focuses its attention on monitoring thefinancial reporting system within the Company considering Quarterly & AnnualFinancial results of the Company and submitting its observations to the Board of Directorsbefore it is adopted by the Board review of internal audit report internal controlsystem audit methodology and process major accounting policies and practices compliancewith accounting standards. The committee also reviews the legal compliance reportingsystem.

The particulars of Members of Audit Committee and their attendance at the Meetings areas under :

Name of the Director Designation Category of Directorship No. of Meetings during the year
Held Attended
Mr. Rajesh Nawathe Ex-Chairman/ Member Non-Executive Independent Director 4 4
Mrs. Subrata Paul Member Non-Executive Independent Director 4 4
Mr. Ravi Kumar Seth# Member/ Chairman Non-Executive Independent Director 4 4

#Mr. Ravi Kumar Seth was elected as a Chairman of the Audit Committee in place of Mr.Rajesh Nawathe w.e.f. 25th June

#Mr. Ravi Kumar Seth was elected as a Chairman of the Audit Committee in place of Mr.Rajesh Nawathe w.e.f. 25th June 2020.

The Audit Committee meetings were held on 25th June 2020 12th August 2020 9thNovember 2020 and 9th February 2021 and all the members of the Audit Committee werepresent in all the meetings. The Board of directors at their meeting held on 25th June2020 had reconstituted the Audit Committee and elected Mr. Ravi Kumar Seth as a Chairmanof the Audit Committee in place of Mr. Rajesh Nawathe Chairman of the Audit Committee.

19.NOMINATION & REMUNERATION COMMITTEE & ITS POLICY :

The Board of Directors of the Company had constituted a ‘Nomination andRemuneration Committee' in order to align it with the provisions of Section 178 of theCompanies Act 2013. The Board of Directors has framed a policy which lays down aframework in relation to Remuneration of Directors Key Managerial Personnel and SeniorManagement of the Company. The policy lays down the criteria for determiningqualifications positive attributes Independence of a Director and other matters pursuantto the provisions of sub-section (3) of Section 178 of the Companies Act 2013. The policyhas been posted on the website of the Company http://www.omegainteractive.net/.

The particulars of members of Nomination & Remuneration Committee and theirattendance at the meetings are as under:

Name of the Director Designation Category of Directorship No. of Meetings during the year
Held Attended
Mr. Rajesh Nawathe Ex-Chairman/ Member Non-Executive Independent Director 2 2
Mrs. Subrata Paul Member Non-Executive Independent Director 2 2
Mr. Ravi Kumar Seth# Member/ Chairman Non-Executive Independent Director 2 2

#Mr. Ravi Kumar Seth was elected as a Chairman of the Nomination & RemunerationCommittee in place of Mr. Rajesh Nawathe w.e.f. 25th June 2020.

The Nomination and Remuneration Committee meetings were held on 12th August 2020 and9th February 2021 respectively. The Board of directors at their meeting held on 25thJune 2020 had reconstituted the Nomination and Remuneration Committee and elected Mr.Ravi Kumar Seth as a Chairman of the Nomination and Remuneration Committee in place of Mr.Rajesh Nawathe Chairman of the Nomination and Remuneration Committee.

20.STAKEHOLDERS RELATIONSHIP COMMITTEE :

The Board of Directors of the Company had constituted Stakeholders RelationshipCommittee in order to align it with the provisions of Section 178 of the Companies Act2013 and Regulation 20 of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015. The Committee had been constituted to strengthen the investor relationsand to inter-alia look into issues relating to shareholders grievances pertaining totransfer of shares non- receipt of declared dividends non-receipt of Annual Reportissues concerning de-materialization etc.

The particulars of Members of Stakeholders Relationship Committee and their attendanceat the Meetings are as under:

Name of the Director Designation Category of Directorship No. of Meetings during the year
Held Attended
Mr. Rajesh Nawathe Chairman/ Member Non-Executive Independent Director 4 4
Mrs. Subrata Paul Member Non-Executive Independent Director 4 4
Mr. Ravi Kumar Seth# Member/ Chairman Non-Executive Independent Director 4 4

#Mr. Ravi Kumar Seth was elected as a Chairman of the Stakeholders RelationshipCommittee in place of Mr. Rajesh Nawathe w.e.f. 25th June 2020.

The Stakeholders Relationship Committee meetings were held 25th June 2020 12thAugust 2020 9th November 2020 and 9th February 2021. The Board of directors at theirmeeting held on 25th June 2020 had reconstituted the Stakeholder Relationship Committeeand elected Mr. Ravi Kumar Seth as a Chairman of the Stakeholder Relationship Committee inplace of Mr. Rajesh Nawathe Chairman of the Stakeholder Relationship Committee.

The details of the Complaints received during the year under review are as follows:

Sr. No. Nature of Complaints Received Pending Disposed
1. Non receipt of Annual Report - - -
2. Non Receipt of Share Certificates after transfer - - -
3. Non Receipt of Demat Rejected S/C's - - -
4. Others - - -
Total - - -

There were no complaints pending for action as on 31st March 2021.

21.MEETING OF INDEPENDENT DIRECTORS :

During the year under review pursuant to Regulation 25(3) of SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 the Independent Directors of the Companymet on 9th February 2021 inter-alia to discuss:

1. Evaluation of performance of Non-Independent Directors and Board of Directors of theCompany as a whole;

2. Evaluation of performance of the Chairman of the Company taking into account theviews of Non-Executive Directors;

3. Assess the quality quantity and timeliness of flow of information between themanagement of the listed company and the Board of Directors that is necessary for theBoard of Directors to effectively and reasonably perform their duties.

22.REMUNERATION AND SITTING FEES :

The details of Remuneration paid or Sitting fees paid are as follows:

Name of the Director Category of Directorship Remuneration paid to the Director Sitting fees paid to the Director
Mr. Krishan Kumar Rathi Managing Director Nil Nil
Mr. Rajesh Nawathe Non-Executive Independent Director Nil Nil
Mrs. Subrata Paul Non-Executive Independent Director Nil Nil
Mr. Ravi Kumar Seth Non-Executive Independent Director Nil Nil

23.VIGIL MECHANISM / WHISTLE BLOWER POLICY :

Pursuant to Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 the Company has framed a Vigil Mechanism/Whistle Blower Policy toreport genuine concerns grievances frauds and mismanagements if any. The VigilMechanism/Whistle Blower Policy has been posted on the website of the Company.

24.RELATED PARTY TRANSACTIONS :

All the related party transactions entered into by the company pursuant to theprovisions of Section 188 of the Companies Act 2013 and the rules made thereunder were inthe ordinary course of business and at arm's length basis. Further there are nomaterially significant related party transactions made by the Company with Promoters KeyManagerial Personnel or other designated persons which may have potential conflict withthe interest of the Company at large.

25.DEPOSITORY SERVICES :

The company's equity shares have been admitted to the depository mechanism of theNational Securities Depository Limited (NSDL) and also the Central Depository Services(India) Limited (CDSL). As a result the investors have an option to hold the shares of theCompany in dematerialized form in either of the two Depositories. The company has beenallotted ISIN No. INE113B01029.

Shareholders are therefore requested to take full benefit of the same and lodge theirholdings with Depository Participants [DPs] with whom they have their Demat Accounts toget their holdings converted in electronic form.

26.CODE OF CONDUCT :

Your Company is committed to conducting its business in accordance with the applicablelaws rules and regulations and highest standards of business ethics. In recognitionthereof the Board of Directors has implemented a Code of Conduct for adherence by theDirectors Senior Management Personnel and Employees of the company. This will help indealing with ethical issues and also foster a culture of accountability and integrity.

All the Board Members and Senior Management Personnel have confirmed compliance withthe Code.

27.AUDITORS :

A. STATUTORY AUDITORS AND THEIR REPORT :

M/s. Desai Saksena & Associates Chartered Accountants Mumbai (Firm RegistrationNumber: 102358W) were appointed as the Statutory Auditors of the Company for a period of5 years from the conclusion of 23rd AGM until the conclusion of 28th AGM of the Company.As required under the provisions of Section 139 of the Companies Act 2013 the Companyhas obtained written confirmation from M/s. Desai Saksena & Associates that theirappointment is still in conformity with the limits specified in the said Section.

The auditors have issued an unqualified report for the year ended 31st March 2021.

B. SECRETARIAL AUDITORS AND THEIR REPORT :

Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Rules madethereunder the Company had appointed Mr. Anirudh Kumar Tanvar (Membership No. A23145) asa Secretarial Auditor of the Company for the Financial Year 2020-2021 in compliance withthe applicable provisions of the Companies Act 2013.

As required under section 204(1) of the Companies Act 2013 the Company has obtained aSecretarial Audit Report. The auditors have issued an unqualified report for the yearended 31st March 2021.

The Secretarial Audit Report in the prescribed Form MR-3 is annexed herewith asAnnexure ‘A' and forms an integral part to this report.

28.INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY :

The company has an Internal Control System commensurate with the size scale andcomplexity of its operations. The scope and authority of the Internal Audit function isdefined by the Audit Committee. To maintain its objectivity and independence the InternalAudit function reports to the Chairman of the Audit Committee of the Board.

The Internal Audit Function monitors and evaluates the efficacy and adequacy ofinternal control system in the Company its compliance with operating systems accountingprocedures and policies of the Company.

Based on the internal audit function the Company undertakes corrective action in theirrespective areas and thereby strengthens the control system. Significant auditobservations and recommendations along with corrective actions thereon are presented tothe Audit Committee of the Board.

29.MANAGEMENT DISCUSSION & ANALYSIS REPORT:

Pursuant to Regulation 34 of the Listing Regulations the Management Discussion andAnalysis Report is attached as Annex-ure ‘B' and forms an integral part of thisreport.

30.CORPORATE GOVERNANCE :

Pursuant to Schedule V of the SEBI (LODR) Regulations 2015 a Corporate GovernanceReport is required to be attached to the Directors Report; however the same is notapplicable to the company.

31.PARTICULARS REGARDING CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGNEXCHANGE EARNING AND OUTGO :

Information under Section 134(3)(m) of The Companies Act 2013 read with Rule 8 of theCompanies (Accounts) Rules 2014:

A. Conservation of Energy : Not Applicable
B. Technology Absorption : Not Applicable
C. Foreign Exchange Earnings and Outgo :
Foreign Exchange Earned : Nil
Foreign Exchange Outgo : Nil

32.SEXUAL HARASSMENT:

The Company was not required to constitute an Internal Complaint Committee as requiredunder Section 4 of the Sexual Harassment of Women at Workplace (Prevention Prohibitionand Redressal) Act 2013 and the Rules made thereunder as the company has not employ(ed)10 or more employees at any time during the financial year 2020-2021.

Further the provisions relating to the constitution of Internal Complaints Committeeunder the Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal)Act 2013 to redress complaints received regarding sexual harassment were not applicableto the company during the review period.

33.PARTICULARS OF EMPLOYEES :

The requisite details in respect of employees of the Company required pursuant to Rule5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 isannexed as "Annexure D" and forms an integral part of this report.

34.LISTING :

The Company's Equity Shares are listed on BSE Limited. Although the company has paidlisting fees to BSE Limited up to 31st March 2021 and has complied with all the requiredformalities the trading in shares of the company on the Stock Exchange continuous to besuspended. However the company is taking active efforts for revocation of suspension oftrading in shares.

35.INTERNAL FINANCIAL CONTROL AND THEIR ADEQUACY :

The company has in place adequate internal financial controls commensurate with thesize scale and complexity of its operations. The Company has policies and procedures inplace for ensuring proper and efficient conduct of its business the safeguarding of itsassets the prevention and detection of frauds and errors the accuracy and completenessof the accounting records and the timely preparation of reliable financial information.The company has adopted accounting policies which are in line with the accountingstandards and the Companies Act 2013.

36.REPORTING OF FRAUDS :

There have been no instances of fraud reported by the Statutory Auditors under Section143(12) of the Acts & Rules framed thereunder either to the Company or to the CentralGovernment.

37.MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY :

There have been no material changes and commitments affecting the financial position ofthe Company which occurred during between the end of the financial year to which thefinancial statements relate and the date of this report.

38.SECRETARIAL STANDARDS :

The Company has devised proper systems to ensure compliance with the provisions of allapplicable Secretarial Standards issued by The Institute of Company Secretaries of Indiaand that such systems are adequate and operating effectively.

39.RISK MANAGEMENT POLICY :

According to the Directors of the Company elements of risk that could threaten theexistence of the Company are very minimal. Hence no separate risk management policy isformulated by the Company.

40.SAFETY ENVIRONMENT CONTROL AND PROTECTION :

The Company is aware of the importance of environmentally clean and safe operations.The Company's policy requires conduct of operations in such a manner so as to ensuresafety of all concerned compliances environmental regulations and preservation ofnatural resources.

41.DISCLOSURE ON MAINTENANCE OF COST RECORDS :

Maintenance of Cost Records as specified by the Central Government under sub-section(1) of section 148 of the Companies Act 2013 is not applicable to the company.

42. POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION :

The current policy is to have an appropriate mix of executive non-executive andindependent directors to maintain the independence of the Board and separate itsfunctions of governance and management. As of 31st March 2021 the Board had 4(Four)members 1(One) Executive Director and 3(Three) Independent Directors. 1(One) of theindependent directors of the Board is a women. The policy of the Company on directors'appointment and remuneration including the criteria for determining qualificationspositive attributes independence of a director and other matters as required undersub-section (3) of Section 178 of the Companies Act 2013 is available on our website athttp://www.omegainteractive.net.

43. APPRECIATION :

Your Directors would like to extend their sincere appreciation to the Company'sshareholders vendors and stakeholders including banks who have extended their valuablesustained support and encouragement during the year under review.

Registered Office: For and on Behalf of the Board
For Omega Interactive Technologies Limited
402 4th Floor Vaastu Darshan Krishan Kumar Rathi Subrata Paul
"B" Wing Azad Road Managing Director Director
Andheri (East) DIN: 00156061 DIN:07139577
Mumbai – 400 069
Place: Mumbai
Date: 22nd June 2021

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