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Omkar Pharmachem Ltd.

BSE: 532167 Sector: Industrials
NSE: N.A. ISIN Code: INE501C01015
BSE 00:00 | 10 Jan 23.70 0
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NSE 05:30 | 01 Jan Omkar Pharmachem Ltd
OPEN 22.65
PREVIOUS CLOSE 23.70
VOLUME 31
52-Week high 23.70
52-Week low 17.40
P/E 65.83
Mkt Cap.(Rs cr) 24
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 22.65
CLOSE 23.70
VOLUME 31
52-Week high 23.70
52-Week low 17.40
P/E 65.83
Mkt Cap.(Rs cr) 24
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Omkar Pharmachem Ltd. (OMKARPHARMACHEM) - Director Report

Company director report

To

The Members of

Omkar Pharmachem Limited

The Directors of your Company have pleasure in presenting their Twenty Sixth AnnualReport on the business and operations of the Company and Audited Accounts for thefinancial year ended 31st March 2021.

Financial Results:

[Amount in Rs.]

Particulars Current Financial Year (2020-21) Previous Financial Year (2019-20)
Revenue from Operation 2700000.00 450000.00
Other Income 0.00 0.00
Total Expenses 3059467.00 3046547.00
Profit /Loss before tax Expenses (359467.00) (2596547.00)
Less: Tax expenses
Current Tax 0.00 0.00
Deferred Tax (2573359.00) (544.00)
Profit/Loss for the Year 2213892.00 (2596003.00)

Dividend:

The Board of Directors of your company has decided that it would be prudent not torecommend any dividend for the year under review.

Summary of Operations and State of Company's Affairs:

During the period under review the company has recorded growth in its Total Revenuefrom Rs. 450000.00 (Rupees Four Lakhs Fifty Thousand Only) of previous year to Rs.2700000.00 (Rupees Twenty Seven Lakhs Only) of the current year The Total profitafter Tax during the reporting period is Rs. 2213892.00.

However management of the Company is trying their level best to get some more businessprojects and having continuous watch on market trends.

Material Changes And Commitment If Any Affecting The Financial Position Of The CompanyOccurred Between The End Of The Financial Year To Which This Financial Statements RelateAnd The Date Of The Report:

There have been no material changes and commitments which affect the financialposition of the company which have occurred between the end of the financial year to whichthe financial statements relate and the date of this report.

Transfer to Reserves:

The board of Directors of your company has decided not to transfer any amount to thereserves for the year under review.

Transfer Of Unclaimed Dividend To Investor Education And Protection Fund:

The provisions relating to transferring any amounts to the Investor Education andProtection Fund is not applicable to the Company during the year.

Annual Return:

Pursuant to Section 92(3) of the Act and Rule 12 of the Companies (Management andAdministration) Rules 2014 the Annual Return for FY 2020-21 is available on Company'swebsite at http://omkarpharmachem.co.in/Doc/Annual_Return/Annual%20Return%2031st%20March%202021.pdf

Change In Nature Of Business:

The Company does not change its nature of Business during the period under review.

Further during the year under review company has altered the object clause of itsMemorandum of Association by incorporating therein a new object of management and supportservices business etc.

Approval of shareholders was obtained in the 25th Annual General Meeting held on 29thSeptember 2020 for above amendment in the object clause of the Memorandum of Association.

Number of Meetings of the Board:

Total Six (6) Board Meetings were held during the year under review. The completedetails of meeting and the attendance of the Directors are mentioned in CorporateGovernance Report.

Directors' Responsibility Statement:

Pursuant to Section 134(5) of the Companies Act 2013 and based on the report from yourDirectors the operating Management confirms that;

a) in the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;

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 affair so 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 fraud 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 are operatingeffectively;

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

Management Discussion and Analysis Report:

Management's Discussion and Analysis Report for the year under review as stipulatedunder Regulation 34 of SEBI (Listing Obligations & Disclosure Requirements) Regulation2015 with the Stock Exchanges in India is presented in a separate section forming part ofthe Annual Report as Annexure-A

Company's Policy Relating To Directors Appointment Payment Of Remuneration AndDischarge Of Their Duties:

The Company's policy relating to appointment of Directors payment of Managerialremuneration Directors qualifications positive attributes independence of Directors andother related matters as provided under Section 178(3) and 178(4) of the Companies Act2013 is maintained by Company. Accordingly Board based on the recommendation of theNomination and Remuneration Committee has formulated a policy on remuneration ofDirectors Key Managerial Personnel and Senior Management of the Company. The policycovers the appointment including criteria for determining qualification positiveattributes independence and remuneration of its Directors Key Managerial Personnel andSenior Management Personnel. The Nomination and Remuneration Policy is available onCompany's Website www.omkarpharmachem.co.in

Particulars of the Employee:

The Information required under section 197 of the Act read with rule 5(1) and (2) ofthe Companies (Appointment and Remuneration of Managerial Personnel) Rule 2014 are givenbelow:

a. No remuneration was paid to the Directors; hence there is no such ratio of theremuneration of each director to the median remuneration of the employee of the Company.

b. No remuneration was paid to the Directors therefore the details of the percentageincrease in remuneration of each director does not arise and also there is no increment inthe remuneration paid to Chief Financial Officer or salary of Company Secretary.

c. the percentage increase in the median remuneration of the employees in the financialyear is: NIL

d. The number of permanent employees on the rolls of the Company is 4.

e. Average percentile increase in the salaries of employees other than the managerialpersonnel in the financial year is -0.75% but as there is no managerial remuneration inthe company during the year 2020-21 therefore comparison with the percentile increase inthe managerial remuneration is not applicable:

f. Your Directors affirm that the remuneration paid to the employees and to KeyManagerial Personnel was as per remuneration policy of the Company.

g. The statement containing names of top ten employees in terms of remuneration drawnand the particulars of employees as required under Section 197(12) of the Act read withRule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 is as follows:

Employee Name Designation Qualification Employment Type Experience Date of Joining Age Remuneration Last Employment Held
Gaurav Kathuria Chief Financial officer Chartered Accountant Permanent 8 Years 15.03.2016 31 Rs. 730000 p.a. Self Employed (Practicing as CA)
Pankaj Mahadeo Singh Company Secretary Company Secretary Permanent 5 Years 02.07.2018 33 Rs. 551500 p.a. R.K Stockholding Private Limited
Mahesh Patani Clerk B.Com. Permanent 24 years as clerk 01.04.2001 48 Rs. 132000 p.a. Mitesh P. Vora & Co
Mukesh Shah Peon 11th Permanent 10 year own small business & 22 year as peon 01.09.2016 59 Rs. 102000/- p.a. Ketan Book Store

Further There were no employees in the Company who was paid salary exceeding Rs.10200000 per annum or Rs. 850000/- per month and in excess of that drawn by themanaging Director or Whole-time director or manager and holds by himself or along with hisspouse and dependent children not less than two percent of the equity shares of thecompany.

Furthermore none of employees are related to any director or manager of the Company.

Particulars Of Loans Guarantees Or Investments Made Under Section 186 Of The CompaniesAct 2013:

Company has not given any Loan made any investment or given guarantees or securitiesprovided during the year under review.

Particulars of Contracts Or Arrangements Made With Related Parties:

There are no contracts or arrangements with related parties referred to in sub section(1) of Section 188 of Companies Act 2013 during the year under report.

Further related party transaction disclosure in accordance with the requirement ofIND-AS 24 has been disclosed in notes section of financial statement.

Conservation Of Energy Technology Absorption Foreign Exchange Earnings And OutgoConservation of energy:

The disclosure required in Section 134(3) (m) of the Companies Act 2013 are asfollows:

a) Conservation of energy:

There is no conservation of energy during the year under review.

b) Technology absorption:

There is no technology absorption during the year under review.

c) Foreign exchange earnings and Outgo:

The Foreign Exchange earned in terms of actual inflows during the year and the ForeignExchange outgo during the year in terms of actual outflows: NIL

Corporate Social Responsibility:

The provisions of corporate social responsibility are not applicable to your Companyduring the year under review.

Board Evaluation:

The Board of Directors has carried out an annual evaluation of the board itscommittees and individual directors pursuant to the provisions of the Act and thecorporate governance requirements as prescribed by the Securities and Exchange Board ofIndia (Listing Obligations and Disclosure Requirements) Regulations 2015 (‘SEBIListing Regulations').

The performance of the board was evaluated by the board after seeking inputs from allthe directors on the basis of criteria such as the board composition and structureeffectiveness of board processes information and functioning etc. as provided by theGuidance Note on Board Evaluation issued by the Securities and Exchange Board of India onJanuary 5 2017.

The performance of the committees was evaluated by the board after seeking inputs fromthe committee members on the basis of criteria such as the composition of committeeseffectiveness of committee meetings etc.

The Board and the Nomination and Remuneration Committee reviewed the performance ofindividual directors on the basis of criteria such as the contribution of the individualdirector to the board and committee meetings like preparedness on the issues to bediscussed meaningful and constructive contribution and inputs in meetings etc.

In a separate meeting of independent directors performance of non-independentdirectors and the board as a whole was evaluated taking into account the views ofexecutive directors and non-executive directors. The same was discussed in the boardmeeting that followed the meeting of the independent directors at which the performanceof the board its committees and individual directors was also discussed. Performanceevaluation of independent directors was done by the entire board excluding theindependent director being evaluated.

Directors Key Managerial Person (KMP) and Independent Director:

The current Directors of the company are Mr. Bhawani Shankar Goyal Mr. ParminderSharma Mr. Janak Raj Sharma and Ms. Mamta Pachauri.

Mr. Bhawani Shankar Goyal Appointed as Managing Director of the company w.e.f. 14thFebruary 2020.

Ms. Mamta Pachauri has been re-appointed as Non-executive Independent woman director ofthe Company w.e.f. June 29 2020 for a period of 5 (Years) years on the terms andconditions as recommended by the Nomination & Remuneration Committee.

Mr. Janak Raj Sharma has been re-appointed as Non- Executive Independent Director foranother term of 5 Financial Year w.e.f 13th February 2021.

As per the Provision of the Companies Act 2013 Mr. Bhawani Shankar Goyal who retiresby rotation at the ensuing Annual General Meeting and being eligible seeks reappointment.The Nomination and Remuneration Committee recommends his re-appointment. The brief profileof Mr. Bhawani Shankar Goyal and other related information has been detailed in the notespart of Notice of Annual General Meeting.

Pursuant to the provisions of Section 203 of the Act the Key Managerial Personnel ofthe Company as on March 31 2021 are: Mr. Bhawani Shankar Goyal Managing Director Mr.Gaurav Kathuria Chief Financial Officer and Mr. Pankaj Mahadeo Singh Company Secretary.

All the independent directors i.e. Mr. Janak Raj Sharma and Ms. Mamta Pachauri havesubmitted the Statement on declaration that they qualify the criteria of independence asmentioned under sub-section (6) of section 149 of the Companies Act 2013 and Reg. 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirement) Regulations 2015 amendedthereof and they have also complied with the code for Independent directors prescribed inSchedule IV to the Act.

In the opinion of the Board the independent directors appointed during the yearpossesses requisite expertise integrity and experience for appointment as an IndependentDirector of the Company and the Board considers that given their professional backgroundexperience and contributions made by them during their tenure their continued associationwould be beneficial to the Company.

The Independent Directors of the Company have confirmed that they have enrolledthemselves in the Independent Directors' Databank maintained with the Indian Institute ofCorporate Affairs (‘IICA') in terms of Section 150 of the Act read with Rule 6 of theCompanies (Appointment & Qualification of Directors) Rules 2014 as amended. They areexempt from the requirement to undertake the online proficiency self-assessment testconducted by IICA

Details of significant and material orders passed by the Regulators Courts andTribunals:

No significant and material order has been passed by the regulators courts tribunalsimpacting the going concern status and company's operations in future.

The details in respect of adequacy of internal financial controls with reference to theFinancial Statements:

The Company has already formulated an Audit Committee which holds the Audit Committeemeeting time to time to review the financial results internal financial controls and riskmanagement system auditor's independence and performance etc. The Company has alsoappointed Internal Auditors who perform their duty on the basis of the scope of workallotted to them time to time.

Disclosure under the Sexual Harassment of Women at workplace (Prevention Prohibitionand Redressal) Act 2013:

The requirement to constitute Internal Complaints Committee (ICC) is not applicable onthe company during the year under review.

All employees (permanent contractual temporary trainees) are covered under thepolicy.

No sexual harassment complaint has been received by the Company during the year2020-21.

Vigil mechanism / Whistle Blower Policy:

Pursuant to Section 177 of the Companies Act 2013 the rules made thereunder and theRegulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015the Company has established a Vigil Mechanism for directors and employees to reportgenuine concerns about any instance of any irregularity unethical practice and/ormisconduct. The Details of the Vigil policy is explained in the Corporate GovernanceReport.

Risk Management Policy:

The Company is not mandatorily required to constitute Risk Management Committee.Further our Company has laid down procedure to inform Board Members about the riskassessment and minimization procedures. These procedures are being periodically reviewedto ensure that management controls risk through the means of properly defined framework ofthe Company.

Share Capital:

During the year there is no change in the share capital of the company. Further theCompany has not issued shares with differential voting rights neither granted stockoptions nor sweat equity.

Share Registrar & Transfer Agent:

Alankit Assignments Limited ("Aal") a SEBI registered Registrar &Transfer Agent ("RTA") has been appointed as the Company's RTA. The contactdetail of Aal is mentioned in the Report on Corporate Governance.

Auditors:

M/s Rajesh J. Shah & Associates Chartered Accountants were re-appointed asStatutory Auditors of your Company at the Annual General Meeting held on 28th September2019 for the second term of five consecutive years. The Auditors had confirmed that theyare not disqualified from being re-appointed as Auditors of the Company.

Secretarial Auditor:

In terms of section 204 of the Companies Act 2013 the Board had appointed Shri.Maulik Bhavsar practicing Company Secretary Ahmedabad as Secretarial Auditor of thecompanyfor conducting Secretarial Audit of the company. The Secretarial Audit Report forthe Financial Year ended 31st March 2021 is given in form MR-3 as required under thecompanies Act 2013 rules made there under and also amended regulation 24A of SEBI(Listing Obligations and Discloser requirements) Regulations 2015 is annexed herewith andmarked as "Annexure - B".

Internal Auditor:

M/s. V. R. Gopani & Co. Chartered Accountants continued to be the InternalAuditor of the company.

Explanation or Comments on Qualifications Reservations or Adverse Remarks orDisclaimers made by The Auditors:

No qualifications reservations adverse remarks or disclaimers are made by theStatutory Auditor and Internal Auditor and Secretarial Auditor.

Corporate Governance Report:

Pursuant to Part C of Schedule V of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 a section on Corporate Governance is set out in the AnnexureC forming part of this Annual Report.

Certificate by Managing Director and Chief Financial Officer:

A compliance certificate by Managing Director and Chief Financial Officer as requiredby Regulation 17(8) of SEBI (Listing Obligations and Discloser Requirements) Regulations2015 is attached with report as Annexure-D.

Details of Holding/Subsidiary/ Associate Companies/Joint Venture:

Your Company does not have any Holding/Subsidiary/ Associate Companies or JointVenture.

Deposit:

Your Company has not accepted any deposits within the meaning of Section 73 of theCompanies Act 2013 and the Companies (Acceptance of Deposits) Rules 2014 and no depositsare subsisting as on date.

Reporting Of Fraud By The Auditor:

In terms of Section 134 (3) (ca) report by the Board of Directors is required toinclude the details in respect of frauds reported by auditors under sub-section 12 ofsection 143 other than those which are reportable to the Central Government. No such fraudwas reported by the auditor.

Secretarial Standards:

During the year under review Company has complied with all the applicable provisionsof secretarial standards issued by the Institute of Company Secretaries of India.

Cost Records and Cost Audit;

Maintenance of cost records and requirement of cost audit as prescribed under theprovisions of Section 148 (1) of the Companies Act 2013 are not applicable for thebusiness activities carried out by the Company.

Certificate on Corporate Governance:

As required by Listing Obligations and Disclosure Requirements (LODR) Regulations 2015certificate on corporate Governance issued by Practicing Company Secretary i.e. MaulikBhavsar & Associates is enclosed as "Annexzure E" to the board'sreport Certificate does not contain any qualification reservation or adverse remark.

Business Responsibility Report:

Provisions of Business Responsibility Report are not applicable to the Company duringthe year under review.

Indian Accounting Standards:

The financial statements for the financial year 2020-21 have been prepared inaccordance with the applicable Indian Accounting Standards (IND-AS).

Shifting of Registered office:

The Registered office of the company is shifted from 501 Mahakant Building Opp. V. S.Hospital Ashram Road Ellisbridge Ahmedabad - 380006 to 4th Floor 310 Wall Street-1Near Gujarat College Cross Road Ellisbridge Ahmedabad-380006 Gujarat with effect from31st August 2021.

Proceeding pending under Insolvency and Bankruptcy Code 2016:

There is no proceeding pending or no Application made under the Insolvency andBankruptcy Code 2016 during the year under review.

Difference in Valuation in case of Loan Taken from the Bank or Financial Institutions:

During the reporting period the company has neither accepted nor repaid any loan fromany Bank or Financial Institutions.

Acknowledgement:

Your Directors would like to express their sincere appreciation for the assistance andco-operation received from the Banks Government Authorities Customers and Shareholdersduring the year. Your directors also wish to take on record their deep sense ofappreciation for the committed services of the employees at all levels.

For and on behalf of the Board of Directors For Omkar Pharmachem Limited
Sd/- Sd/-
(Bhawani Shankar Goyal) (Parminder Sharma)
Managing Director Director
DIN-03255804 DIN- 00176300
Address:- Address:-
H N. No-77. Nangal Chaudhary House No. 65 I Block
Teh.Narnaul Dist.Mahindergarh Near Gurudwara Kutia Sahib
Date : 31st August 2021 123023 HR B.R.S. Nagar
Place : Ahmedabad Ludhiana-141012 Punjab

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