Omkar Overseas Limited
Your Directors are pleased to present the 23rd Annual Report on the Business andOperation of the company along with the Audited Statement of Accounts for the FinancialYear ended on 31st March 2019.
FINANCIAL SUMMARY AND HIGHLIGHTS:
The financial performance of the company for the Financial Year ended on 31st March2019 and for the previous financial year ended on 31st March 2018 is given below:
| ||(Amt. in Rupees) |
|Particulars ||2018-2019 ||2017-2018 |
|Revenue from operations ||10657449 ||11916326 |
|Other Income ||511153 ||360504 |
|Total revenue ||11168602 ||12276830 |
|Expenditure || || |
|Employee benefits expenses ||0 ||0 |
|Purchases of Stock-in-trade ||10067161 ||11363967 |
|Other expenses ||685292 ||669935 |
|Total expenses ||10752453 ||12033902 |
|Profit before exceptional and extra ordinary items and tax ||416149 ||242928 |
|Profit before tax ||416149 ||242928 |
|Tax expense : || || |
|Income tax for earlier years ||(18600) ||5806 |
|Provision for income tax ||90000 ||70000 |
|Reversal of excess provision of Income tax ||0 ||0 |
|Net profit for the year ||344749 ||167122 |
PRESENT OPERATIONS & FUTURE PROSPECTS:
During the year under review the revenue from operations of company for the FinancialYear 2018-19 was Rs. 106.57 Lakhs compared to the previous Financial Year 2017-18 of Rs.119.16 Lakhs. The Company made Net Profit of Rs. 3.44 Lakhs as compared to profit of Rs.1.67 Lakhs in previous Financial Year.
During the year under the review the profit of Rs. 344749/- is being carried forwardin Profit and loss Account surplus.
During the year under the review the total revenue from operation decreased by Rs.1108228/- (9.02%) in comparison to the previous year. The total expenses have also beendecreased by Rs.1281449/- (10.64%) and due to that fewer expenses during the year underreview the net profit after tax (PAT) has increased by Rs. 177627/- (106.28%). Thedecrease in sales was result of the stiff competition and general economic conditions.
Your Directors are hopeful to exploit the present resources in efficient manner andachieve better results in the coming year.
CHANGE IN NATURE OF COMPANY'S BUSINESS:
During the year under review there is no change in the nature of company's Business.
Your directors do not recommend payment of any dividend for the financial year ended31st March 2019 in order to conserve the resources of the Company. The Company willretain the earnings for use in the operations of future projects and strive to increasethe net worth of the stakeholders.
DETAILS OF DIRECTORS / KEY MANAGERIAL PERSONNEL APPOINTED / RESIGNED:
i. Retirement by Rotation:
Pursuant to the provisions of Section 152(6) of the Companies Act 2013 Mr. RameshDeora retires by rotation at the ensuing Annual General Meeting and being eligibleoffers himself for re-appointment. Your directors recommend his re-appointment.
During the year under review there was no appointment or cessation of any Directorduring the year.
iii. Key Managerial Personnel:
The following persons were designated as Key Managerial Personnel: 1. Mr. NiranjanAgarwal is designated as Chief Financial Officer 2. Mr. Ramesh Deora is designated asChief Executive Officer
DETAILS OF HOLDING / SUBSIDARY COMPANIES / JOINT VENTURES / ASSOCIATE COMPANIES:
The Company doesn't have any Holding/ Subsidiary/ Joint Ventures/ Associate Companiesat the start of the year during the year or at the end of the year and hence there is norequirement of giving the statement containing the salient feature of the financialstatement of the company's subsidiary or subsidiaries associate company or companies andjoint venture or ventures.
The Company has not invited/accepted any Deposit within the meaning of the Chapter V ofthe Companies Act 2013 other than exempted deposit as prescribed under the Companies Act2013. Hence there are no particulars to report about the deposit falling under Rule 8 (5 )( v ) and ( vi ) of Companies ( Accounts ) Rules 2014.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNALS:
During the year under review there were no significant and material orderspassed by any Regulators or Court or Tribunals which may have impact on the going concernstatus or which may have impact on the Company`s operation in future.
INTERNAL FINANCIAL CONTROLS:
The internal financial controls with reference to the Financial Statements arecommensurate with the size and nature of business of the Company. The Company has adoptedthe policies and procedures for ensuring the orderly and efficient conduct of itsbusiness including adherence to Company's policies safeguarding of its assetsprevention and detection of frauds and errors the accuracy and completeness of theaccounting records and the timely preparation of reliable financial information.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO:
Pursuant to Section 134(3)(m) of the Companies Act 2013 read with Rule 8 (3) ofCompanies (Accounts) Rules 2014 the Board of Directors hereby declare that there are noparticulars to report for the Conservation of Energy & Technology Absorption. There isno foreign exchange earnings and outgo during the year under the review.
There was no employee drawing remuneration requiring disclosure under the Rule 5 (2) ofCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014.
(A) Statutory Auditors and their Report:
At 21st Annual General Meeting held on 28th September 2017 the members approvedappointment of M/s. Abhishek Kumar & Associates Chartered Accountants having FirmRegistration No.: 130052W to hold office from the conclusion of the 21st Annual GeneralMeeting until the conclusion of the 26th Annual General Meeting.
The Ministry of Corporate Affairs vide its notification dated 07th May 2018 hadomitted first proviso to section 139(1) regarding ratification of appointment of auditorsby members at every annual general meeting. Therefore the Resolution for the ratificationof M/s. Abhishek Kumar & Associates (Firm Registration No. 130052W) CharteredAccountants by members at Annual General Meeting is not taken for approval of Shareholdersin the ensuring Annual General Meeting.
The notes on financial statements referred to in the Auditors' Report areself-explanatory and do not call for any further comments. The report does not contain anyqualification reservation or adverse remark.
(B) INTERNAL AUDITORS:
The Board of Directors has appointed M/s. R. R. Jain & Associates CharteredAccountants as Internal Auditors of the Company for the year 2018-19.
Further the Company has appointed M/s. Sejal Agrawal & Associates CharteredAccountants as an Internal Auditor of the Company in its Board Meeting dated 12th August2019 for the year 2019-20. The Audit Committee of the Board of Directors in consultationwith the Internal Auditors formulate the scope functioning periodicity and methodologyfor conducting the internal audit.
(C) SECRETARIAL AUDITORS:
The Board of Directors of the Company has in compliance with the provisions of Section204(1) of the Companies Act 2013 and rules made in this behalf appointed M/s. Umesh Ved& Associates Company Secretaries to carry out Secretarial Audit of the Company forthe financial year 2018-19. The Report of the Secretarial Auditor is annexed to thisReport as "Annexure A" which is self explanatory and give completeinformation.
EXPLANATION TO THE QUALIFICATIONS IN SECRETARIAL AUDIT REPORT:
|Qualification/ Adverse Remark ||Explanation |
|The Company is yet to appoint the Company Secretary as specified under the provisions of Section 203 under the Companies Act 2013. ||The Company was not able to get a fit and proper candidate at remuneration commensurate with the size of the Company. The Company did make sufficient attempts to appoint full time Company Secretary however was unable to find / appoint any suitable candidate. However the company has made appointment of the women director i.e. Ms. Chinar Jethwani who is a Company Secretary by profession guiding for the compliance of the company related to the same area. |
|The composition of the Nomination and Remuneration Committee of the Board is not in compliance of provisions of section 178 of the Companies Act 2013 and rules made thereof as the Company is yet to appoint Non-Executive Directors in the company. ||The Company had proper composition of the Nomination and Remuneration Committee. However due to the appointment of Mr. Niranjan Agarwal as Chief Financial Officer who was Non- Executive director in the company prior to such appointment as KMP the company requires to appoint one more Non-Executive Director to complete the composition of the Nomination and Remuneration Committee. The Company is looking for fit and proper candidate for the said position to complete the composition of the Nomination and Remuneration Committee of the Board. |
DISCLOSURE UNDER SECTION 197(12) AND RULE 5(1) OF THE COMPANIES (APPOINTMENT ANDREMUNERATION OF MANAGERIAL PERSONNEL) RULES 2014
There was no employee drawing remuneration requiring disclosure under section 197(12)and Rule 5 (1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules2014. Required details are annexed to this Report as "Annexure B".
The Equity Shares of the Company are listed on the Bombay Stock Exchange with securityID /symbol of OMKAR.
The Company confirms that the annual listing fees of Bombay Stock Exchange is paid forthe year 2018-19.
DIRECTORS RESPONSIBITLY STATEMENT :
As required under the provisions of Section 134 of the Companies Act 2013 to the bestof their knowledge and belief the Board of Directors hereby submit that:
(a) In the preparation of the annual accounts the applicable accounting standards havebeen followed along with proper explanation relating to material departures.
(b) The Directors have 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 profits of the Company for that period.
(c) The Directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities.
(d) The Directors have prepared the annual accounts on a going concern basis.
(e) The Directors have laid down internal financial controls as required by Explanationto Section 134(5)(e) of the Act) to be followed by the Company and such internal financialcontrols are adequate and are operating effectively.
(f) The Directors have devised proper systems to ensure compliance with the provisionsof applicable laws and such systems are adequate and operating effectively.
The Regulation 27(2)(a) of SEBI(Listing Obligation and Disclosure Requirement)Regulations 2015 regarding Corporate Governance is not applicable to the Company ascompany falls under criteria of Regulation 15 (2) (a) of SEBI (Listing Obligation &Disclosure Requirements) Regulations 2015 the paid-up capital of the company being lessthan Rs.10 crore and net worth being less than Rs. 25 crore the threshold limit asprescribed therein.
MANAGEMENT DISCUSSION AND ANALYSIS:
The Management Discussion and Analysis Report for the financial year under review asstipulated under Regulation 34 of the Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 is annexed as "Annexure-C".
COMPLIANCE WITH THE SECRETARIAL STANDARD:
The Company has complied with all the provisions of Secretarial Standards on BoardMeetings and General Meetings issued by the Institute of Company Secretaries of India.
RELATED PARTY TRANSACTIONS:
During the year under review there has been no transaction entered into with therelated parties.
PARTICULARS OF LOANS / GUARANTEES / INVESTMENT:
During the year the Company has not provided any Loan/guarantee/security or made anyinvestments which fall under the provisions of Section 186 of the Companies Act 2013.
RISK MANAGEMENT POLICY:
The Company has a structured risk management policy. The Risk management process isdesigned to safeguard the organization from various risks through adequate and timelyactions. It is designed to anticipate evaluate and mitigate risks in order to minimizeits impact on the business. The potential risks are inventoried and integrated with themanagement process such that they receive the necessary consideration during decisionmaking. It is dealt with in greater details in the management discussion and analysissection.
DECLARATION BY INDEPENDENT DIRECTORS:
The following Directors are independent in terms of Section 149(6) of the CompaniesAct 2013 and the SEBI (Listing Obligations and Disclosure Requirement) Regulations 2015:
(a) Mr. Shivbhagvan Bohra
(b) Ms. Chinar Jethwani
The Company has received requisite declarations/ confirmations from all the aboveDirectors confirming their independence.
EXTRACT OF THE ANNUAL RETURN:
Pursuant to provision of Section 92 and 134 and other applicable provision of theCompanies Act 2013 and of Rule 12 (1) of Companies (Management and Administration) Rules2014 the extract of the annual return in form MGT-9 for the Financial Year ended on 31stMarch 2019 is annexed as "Annexure-D" to this Report and available oncompany's website: www.omkaroverseasltd .com
NUMBER OF BOARD MEETINGS:
The calendar of meetings to be held in a year is decided in advance by the Board andcirculated to the Directors. The gap between two consecutive meetings was not more thanone hundred and twenty days as provided in section 173 of the Companies Act 2013.
During the year 4 meetings of the Board Meeting were held during the Financial year2018-19 on following dates:
30.05.2018 13.08.2018 14.11.2018 and 14.02.2019
|Sr. No. ||Date of Board Meeting ||Number of meetings Entitled ||Number of meetings Attended |
|1. ||Mr. Ramesh Deora ||4 ||4 |
|2. ||Mr. Niranjan Agarwal ||4 ||4 |
|3. ||Mr. Shivbhagwan Bohra ||4 ||4 |
|4. ||Ms. Chinar Jethwani ||4 ||4 |
CORPORATE SOCIAL RESPONSIBILITY:
The Provision of Section 135 of the Companies Act 2013 regarding Corporate SocialResponsibility is not applicable to the company.
The paid up Equity Share Capital as at 31st March 2019 remained at Rs. 49235750/-.During the period under report your company has not issued any share including SweatEquity Convertible Debentures.
ANNUAL PERFORMANCE EVALUATION:
In compliance with the provisions of the Act and voluntarily under SEBI (LODR)Regulations 2015 the performance evaluation was carried out as under:
In accordance with the criteria suggested by The Nomination and Remuneration Committeethe Board of Directors evaluated the performance of the Board having regard to variouscriteria such as Board composition Board processes Board dynamics etc. The IndependentDirectors at their separate meetings also evaluated the performance of the Board as awhole based on various criteria. The Board and the Independent Directors were of theunanimous view that performance of the Board of Directors on a whole was satisfactory.
Committees of the Board:
The performance of the Audit Committee the Nomination and Remuneration Committee TheStakeholder Relationship Committee was evaluated by the Board having regard to variouscriteria such as committee composition committee processes committee dynamics etc. TheBoard was of the unanimous view that all the committees were performing their functionssatisfactorily and according to the mandate prescribed by the Board under the regulatoryrequirements including the provisions of the Act the Rules framed there under and theSEBI (Listing Obligation and Disclosure Requirement) Regulation 2015
(a) Independent Directors: In accordance with the criteria suggested by TheNomination and Remuneration Committee the performance of each independent director wasevaluated by the entire Board of Directors (excluding the director being evaluated) onvarious parameters like engagement leadership analysis decision making communicationgovernance and interest of stakeholders. The Board was of the unanimous view that eachindependent director was a reputed professional and brought his/her rich experience to thedeliberations of the Board. The Board also appreciated the contribution made by all theindependent directors in guiding the management in achieving higher growth and concludedthat continuance of each independent director on the Board will be in the interest of theCompany.
(b) Non-Independent Directors: The performance of each of the non-independentdirectors (including the chair person) was evaluated by the Independent Directors at theirseparate meeting. Further their performance was also evaluated by the Board of Directors.The various criteria considered for the purpose of evaluation included leadershipengagement transparency analysis decision making functional knowledge governance andinterest of stakeholders. The Independent Directors and the Board were of the unanimousview that each of the non-independent directors was providing good business and peopleleadership.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013
The Company has zero tolerance towards sexual harassment at the workplace and hasadopted a policy on prevention prohibition and redressal of sexual harassment atworkplace in line with the provisions of the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013 and the Rules thereunder.
The Company always endeavors to create and provide an environment that is free fromdiscrimination and harassment including sexual harassment. The Company has in place arobust policy on prevention of sexual harassment at workplace. The policy aims atprevention of harassment of employees as well as contractors and lays down the guidelinesfor identification reporting and prevention of sexual harassment.
During the Financial Year 2018-2019 the Company has not received any complaint ofsexual harassment.
AUDIT COMMITTEE :
The company is having an Audit committee comprising of the following Members. TheComposition of the Committee and attendance of the members is given hereunder:
|Sr. No. ||Name of Members ||Member/ Chairman ||Number of meetings Entitled ||Number of meetings Attended |
|1. ||Mr. Shivbhagvan Bohra ||Chairman ||4 ||4 |
|2. ||Mr. Niranjan Agarwal ||Member ||4 ||4 |
|3. ||Ms. Chinar Jethwani ||Member ||4 ||4 |
During the year 4 meetings of the Audit Committee were held during the Financial year2018-19 on following dates:
30.05.2018 13.08.2018 14.11.2018 and 14.02.2019
The Composition and the Terms of Reference of the Audit Committee is as mentioned inthe provisions of Section 177 of the Companies Act 2013 as amended from time to time.
NOMINATION AND REMUNERATION COMMITTEE:
The company is having Nomination and Remuneration committee comprising of the followingMembers. The Composition of the Committee and attendance of the members is givenhereunder:
|Name ||Position |
|Mr. Shivbhagwan Bohra ||Chairman |
|Ms. Chinar Jethwani ||Member |
|Mr. Niranjan Agarwal ||Member |
During the Year under review no Nomination and Remuneration Committee Meetings wereheld.
The Composition and the Terms of Reference of the Nomination and Remuneration Committeeis as mentioned in the provisions of Section 178 of the Companies Act 2013 as amendedfrom time to time.
STAKEHOLDERS RELATIONSHIP COMMITTEE :
The company is having Stakeholders Relationship Committee comprising of the followingMembers. The Composition of the Committee and attendance of the members is givenhereunder:
|Sr. No. ||Name of Members ||Member/ Chairman ||Number of meetings Entitled ||Number of meetings Attended |
|1. ||Mr. Shivbhagwan Bohra ||Chairman ||4 ||4 |
|2. ||Ms. Chinar Jethwani ||Member ||4 ||4 |
During the year 4 meetings of the Stakeholder Relationship Committee were held duringthe Financial year 2018-19 on following dates:
30.05.2018 13.08.2018 14.11.2018 and 14.02.2019
The Composition and the Terms of Reference of the Stakeholder Relationship Committee isas mentioned in the provisions of Section 178 of the Companies Act 2013 as amended fromtime to time.
Pursuant to Section 177(9) of the Companies Act 2013 the company has adopted WhistleBlower Policy to deal with any instance of fraud and mismanagement. The employees of thecompany are free to report violations of any laws rules regulations and concerns aboutunethical conduct to the Audit Committee under this policy. The policy ensures that strictconfidentiality is maintained whilst dealing with concerns and also that no discriminationwith any person for a genuinely raised concern.
In accordance with the requirements of the Companies Act 2013 and SEBI (LODR)Regulations 2015 the Board of Directors of the Company has framed the followingpolicies:
1. Materiality of Information Policy.
2. Policy for Preservation of Documents
3. Code for Fair Disclosure of UPSI
4. Person Authorised for determining the materiality of any event or transaction orinformation
5. Whistle Blower Policy
6. Nomination & Remuneration Policy.
7. Code of conduct.
8. Code of Practices and Procedures for Fair Disclosures of Unpublished Price SensitiveInformation (UPSI).
9. Policy for Determination of Legitimate purpose for Disclosures of Unpublished PriceSensitive Information (UPSI)
All the above policies have been displayed on the website of the Companywww.omkaroverseasltd .com
TRANSFER TO THE INVESTOR EDUCATION AND PROTECTION FUND:
During the year under review the provisions of Section 125(2) of the Companies Act2013 do not apply as there was no dividend declared and paid in last seven years so theCompany was not required to transfer any amount to the Investor Education and ProtectionFund (IEPF) established by the Central Government pursuant to the provision of Section 125(e) of the Companies Act 2013 as there is no amount unclaimed for a period of 7 yearsfrom the date it became due for repayment.
REPORTING OF FRAUD:
During the year under review there was no instance of any fraud which has been reportedby any Auditor to the Audit Committee or the Board.
MATERIAL CHANGES AND COMMITMENTS IF ANY AFTER BALANCE SHEET DATE:
There are no material changes and commitments which may have adverse effect on theoperations of the Company.
Your Directors would like to express their sincere appreciation for the co-operationand assistance received from the Banker Suppliers customers Shareholders RegulatoryBodies and other Business associates who have extended their valuable sustained supportand encouragement during the year under review.
| ||FOR AND ON BEHALF OF THE BOARD OF DIRECTORS OF |
| ||OMKAR OVERSEAS LIMITED |
| ||RAMESH DEORA |
|Date: 12.08.2019 ||CHAIRMAN & DIRECTOR |
|Place: Ahmedabad ||DIN: 01135440 |