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Omni Axs Software Ltd.

BSE: 532340 Sector: IT
NSE: N.A. ISIN Code: INE369B01019
BSE 00:00 | 29 Nov 2.68 0.15
(5.93%)
OPEN

2.55

HIGH

2.68

LOW

2.54

NSE 05:30 | 01 Jan Omni Axs Software Ltd
OPEN 2.55
PREVIOUS CLOSE 2.53
VOLUME 2911
52-Week high 10.05
52-Week low 1.74
P/E
Mkt Cap.(Rs cr) 5
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 2.55
CLOSE 2.53
VOLUME 2911
52-Week high 10.05
52-Week low 1.74
P/E
Mkt Cap.(Rs cr) 5
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Omni Axs Software Ltd. (OMNIAXS) - Director Report

Company director report

To the Members

Your Directors have pleasure in presenting the Twenty Ninth AnnualReport together with the Audited Accounts of your company for the Financial Year ended on31 st March 2022.

OPERATIONS

The financial results of the Company during the year under review ascompared to the previous year are summarized as under:

(Rs. In Lakhs)

PARTICULARS As on 31.03.2022 As on 31.03.2021
Sales & Other Income - -
Profit / (Loss) before Depreciation and Tax (16.96) (16.33)
Less: Depreciation - -
Profit / ( Loss) before Tax (16.96) (16.33)
Provision for Deferred Tax Asset - -
Profit/ (Loss) after Tax (16.96) (16.33)
Number of Shares 17218759 17218759
EPS Basic & Diluted

DIVIDEND

Your directors do not recommend any dividend as there was a loss duringthe year under review.

TRANSFER TO RESERVES IN TERMS OF SECTION 134 (3) (J) OF THE COMPANIESACT 2013 The Board has decided not to transfer any amount to the Reserves for the yearunder review.

PUBLIC DEPOSITS AND LOANS/ ADVANCES

The company has not accepted any public deposits during the financialyear.

STATE OF AFFAIRS OF THE COMPANY:

Information on the operations and financial performance among othersfor the period under review is given in the Management Discussion and Analysis Reportwhich is annexed to this Report and is in accordance with the SEBI (Listing Obligation andDisclosure Requirements) Regulations 2015.

CHANGE IN NATURE OF BUSINESS IF ANY

There has been no change in nature of business of the Company duringthe FY under review.

DIRECTORS & KEY MANAGERIAL PERSONNEL

As on the date of the Report the Board comprises of 4 directors of whom3 are independent including a woman director. There is no change in the KMP during theyear under review.

DECLARATION FROM INDEPENDENT DIRECTORS

The Company has received necessary declaration from each IndependentDirectors of the Company under Section 149(7) of the Companies Act 2013 that theIndependent Directors of the Company meet with the criteria of their independence laiddown in Section 149(6).

SUBSIDIARY COMPANIES

The Company has no subsidiary Companies as of March 312022.

MATERIAL CHANGES AND COMMITMENTS

There have been no material changes and commitments which affect thefinancial position of the Company which have occurred between the end of the FY and thedate of this Report.

BOARD MEETINGS:

During the year5 Board Meetings were convened and duly held. Thedetails of which are given in the Corporate Governance Report which forms part of thisreport. The intervening gap between the Meetings was within the period prescribed underthe Companies Act 2013.

AUDIT COMMITTEE:

The Audit Committee comprises of Mr. A. Govindaraj (Chairman) Mrs. V.Mythili (Member) Mr. P.J. Sunderrajan (Member) and Mr. K. Ramakrishnan (Member). Powersand role of the Audit Committee are included in the Corporate Governance Report. All therecommendation made by the Audit Committee was accepted by the Board of Directors.

REMUNERATION POLICY:

The Company has framed a Nomination and Remuneration Policy pursuant toSection 178 of the Companies Act 2013 and SEBI (LODR) Regulations 2015. The Policy isprovided in Annexed to this Report as "Annexure I'

VIGIL MECHANISM

The Company has established a vigil mechanism called Whistle-blowerpolicy for its directors and employees to report genuine concerns pursuant to theprovisions of Section 177(9)& (100 of the Companies Act 2013 and as per Regulation 22of SEBI (LODR) Regulations 2015. The details of the Whistle blower is explained in theCorporate Governance Report and also posted in the website of the Company.

DIRECTORS RESPONSIBILITY STATEMENT

As required under Section 34(5) of the Companies Act 2013 yourDirectors confirm :

i. that in preparation of accounts applicable accounting standards havebeen followed:

ii. that directors have selected such accounting policies and appliedthem constantly and made judgments and estimates that are reasonable and prudent to give atrue and fair view of state of affairs of the Company at the end of the financial year andof the profit or loss of the Company for that period.

iii. that Directors have taken proper and sufficient care formaintenance of adequate accounting records in accordance with the provisions of theCompanies Act for safeguarding the assets of the company and for preventing and detectingfraud and other irregularities; and

iv. that the Directors have prepared Annual Accounts on a Going Concernbasis.

v. the Directors had laid down internal financial controls to befollowed by the Company and that such internal financial controls are adequate and wereoperating effectively.

vi. the Directors had devised proper systems to ensure compliance withthe provision of all applicable laws and that such systems were adequate and operatingeffectively.

PARTICULARS OF LOANS & INVESTMENTS BY COMPANY

During the year your company had not given any Loans provide anyGuarantee covered under the provisions of Section 186 of the Companies Act 2013.

EXTRACT OF ANNUAL RETURN

The weblink for accessing extract of annual return ishttps://www.omniaxs.co.in AUDITORS

The present Auditors M/s. A. John Moris & Co. CharteredAccountants Chennai (FRN: 007220S) were appointed for a period of 5 years pursuant tothe resolution passed by the members at the Annual General Meeting held on 30th September2017 retires on the conclusion of the 30th AGM. It is proposed to appoint M/s BB Gusani And Associates Chartered Accountants (FRN/ M.No. 140785W) as statutory auditorsof the company for a period of 1 year form the conclusion of this AGM to the conclusion ofthe 31s1 AGM.

AUDITORS REPORT

The Auditor?s Report does not contain any qualificationsreservations or adverse remarks.

SECRETARIAL AUDIT

Secretarial audit report in Form MR3 as given by Mr. S. GanesanPracticing Company Secretary is annexed to this Report. The Report does not contain anyqualifications reservations or adverse remarks.

INFORMATION AS PER SECTION 134(3) OF THE COMPANIES ACT 2013

The information regarding conservation of energy and technologyabsorption are not applicable to your company. There were no foreign exchange earnings andoutgo during the financial year.

SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS

There are no significant and material order passed by the regulators orCourts or Tribunals impacting the going concern status and the company?s operationsin future.

DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS

The Company has an Internal Control System commensurate with the sizescale and complexity of its operations. RISK MANAGEMENT POLICY

The Company has put in place Risk Management Policy compatible with thetype and size of operations and risk perception. The said policy is drawn up based on theguidelines of SEBI and stock exchanges issued in this regard.

CORPORATE SOCIAL RESPONSIBILITY

The Company does not fall into the criteria stipulated for theapplicability of Section 135 of the Companies Act 2013 and hence the provisions of thesection is not applicable.

RELATED PARTY TRANSACTIONS

During the year under review there was no transaction with relatedparty that needs to be reported.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORK PLACE(PREVENTION PROHIBITION AND REDRESSAL) ACT 2013

As there are no women employee the need for setting up of InternalComplaints Committee does not arise.

PREVENTION OF INSIDER TRADING

In compliance with the provisions of the Securities and Exchange Boardof India (Prohibition of Insider Trading) Regulations 2015 as amended the Company hasformulated and adopted the revised "Code of Conduct for Prevention of InsiderTrading" (‘the Insider Trading Code"). The object of the Insider TradingCode is to set framework rules and procedures which all concerned persons should followwhile trading in listed or proposed to be listed securities of the Company. During theyear the Company has also adopted the Code of Practice and Procedures for Fair Disclosureof Unpublished Price Sensitive Information ("the Code") in line with the SEBI(Prohibition of Insider Trading) Amendment Regulations 2018. The Code is available on theCompany?s website wvm. omniaxs. co. in

MANAGEMENT DISCUSSION AND ANALYSIS

A separate section on Management Discussion and Analysis Report formingpart of the Annual report is attached. FORMAL ANNUAL EVALUATION

Pursuant to the provisions of the Companies Act 2013 and SEBI(LODR)Regulations 2015 the Board has carried out an annual performance evaluation of its ownperformance the directors individually as well as the evaluation of the working of itsAudit Nomination & Remuneration and Stakeholders Relationship Committee. Theperformance evaluation of the independent directors was carried out by the entire Board.The Directors expressed their satisfaction with the evaluation process and the performanceof the Board.

LISTING

The shares of the company are listed with Bombay Stock Exchange.

CORPORATE GOVERNANCE

The report on Corporate Governance as SEBI (LODR) Regulations 2015along with the Auditors' Certificate for its due compliance forms part of the AnnualReport. Your company has taken adequate steps for compliance with the Corporate Governanceguidelines as amended from time to time.

PARTICULARS OF EMPLOYEES

None of the employees of the Company received remuneration in excess ofthe limits prescribed Under Rule 5(2) of The Companies (Appointment and Remuneration ofManagerial Personnel Rules of the Companies Act 2013. However the details of payment ofremuneration to KMP is provided as detailed in Annexure-ll

ACKNOWLEDGMENT

Your directors would like to place on record their sincere gratitude tothe shareholders bankers business associates clients for their continued patronage andco-operation. The directors are also happy to place on record their appreciation for thewhole hearted commitment and contribution made by all the employees and look forward totheir continued support.

For and on behalf of the Board of Directors
Place: Chennai (K. Ramakrishnan) (A.Govindaraj)
Date: 11.08.2022 WholeTime Director Director
DIN:00218129 DIN:03496870

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