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Omnitex Industries (India) Ltd.

BSE: 514324 Sector: Industrials
NSE: N.A. ISIN Code: INE814D01010
BSE 13:46 | 18 Feb 15.75 -0.75
(-4.55%)
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15.75

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NSE 05:30 | 01 Jan Omnitex Industries (India) Ltd
OPEN 15.75
PREVIOUS CLOSE 16.50
VOLUME 200
52-Week high 20.20
52-Week low 15.75
P/E 121.15
Mkt Cap.(Rs cr) 7
Buy Price 15.75
Buy Qty 1800.00
Sell Price 18.00
Sell Qty 300.00
OPEN 15.75
CLOSE 16.50
VOLUME 200
52-Week high 20.20
52-Week low 15.75
P/E 121.15
Mkt Cap.(Rs cr) 7
Buy Price 15.75
Buy Qty 1800.00
Sell Price 18.00
Sell Qty 300.00

Omnitex Industries (India) Ltd. (OMNITEXINDS) - Director Report

Company director report

Dear Members

Your Directors have pleasure in presenting the 32nd Annual Report togetherwith the Audited Financial Statement of the Company for the financial year ended March 312018.

1. FINANCIAL RESULTS
2017-18 2016-17
(Rs. in Lacs) (Rs. in Lacs)
Profit / (Loss) before Financial Charges Depreciation and Taxes 17.98 (4.54)
Less Financial Charges 0.95 0.05
Depreciation 8.76 9.36
Current Tax 1.58 0.00
Deferred Tax (0.00) (0.00)
MAT Credit Entitlement (0.00) (0.00)
Net Profit / (Loss) after depreciation and tax 6.69 (13.95)
Add: Loss brought down from earlier year (70.79) (56.84)
Prior Period Adjustment for Taxes (0.00) (0.00)
Amount Carried to Reserves 0.00 0.00
Balance (Loss) carried to Balance Sheet (64.10) (70.79)

2. DIVIDEND

In view of the carry forward losses your Directors are not in a position to recommendany dividend for the year and regret for the same.

3. TRANSFER TO RESERVES

During the year the Company has not transferred any amount to reserves.

4. THE STATE OF COMPANY'S AFFAIRS AND OUTLOOK

During the year under review your Company has earned profit after tax of Rs. 6.69 lacsas against net loss of Rs. 13.95 lacs during the previous year. The Company expects thesituation to further improve in the year 2018-19. During the year under review there isno change in the nature of business.

5. BOARD MEETINGS / AUDIT COMMITTEE MEETINGS

Board Meetings

Four Board Meetings were held in the year 2017-18 and the gap between two BoardMeetings did not exceed 120 days. The same were held on 30th May 2017 13thSeptember 2017 14th December 2017 and 13th February 2018.

Name of the Directors Board Meetings Attended During 2017-18
Mr. Ashok M. Bhawnani 4
Mr. Narendra Kumar Dalmia 4
Mr. Amit R. Dalmia 4
Mr. Durgaprasad S. Sabnis 4
Mr. J. Ramakrishnan 4
Ms. Geeta Pardiwalla 3

Audit Committee

The composition of the Audit Committee is as under:

Name of the Member Chairman / Member No. of Meetings held Meetings Attended During 2017-18
Mr. Amit R. Dalmia Chairman 4 4
Mr. J. Ramakrishnan Member 4 4
Ms. Geeta Pardiwalla Member 4 3

The Board has accepted all recommendations of Audit committee. The dates of meeting ofAudit committee are same as mentioned for the Board meetings.

6. DIRECTORS' RESPONSIBILITY STATEMENT

Your Directors state that:

(i) in the preparation of the annual accounts the applicable accounting standards readwith the requirements set out under Schedule III to the Act have been followed and thereare no material departures from the same;

(ii) 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 the year ended on that date;

(iii) the Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Act for safeguardingthe assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) the Directors have prepared the annual accounts on a going concern basis.

(v) the Directors have laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and are operatingeffectively; and

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

7. STATEMENT ON INDEPENDENT DIRECTORS

The Independent Directors have submitted declaration about their independencyconfirming that they fulfil all the requirements as stipulated in Section 149(6) of theCompanies Act 2013. Disclosures to the Board by Independent Directors pursuant section149 (10) of the Companies Act 2013 is not applicable as no ID is being re-appointed.

8. DISCLOSURE OF COMPANY'S POLICY ON DIRECTOR'S KMP APPOINTMENT & CRITERIAETC.

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) of the Companies Act 2013 isfurnished in attachment "I" to this report. The said policy is also available onCompany's website www.omnitex.com.

9. COMMENTS ON QUALIFICATION RESERVATION OR ADVERSE REMARK

Statutory Auditor

The Notes on Financial Statements referred to in the Auditor's report areself-explanatory. There are no qualifications adverse remark or reservations in theAuditors' report.

Secretarial Auditor

Members attention is invited to the observation in the Report of Secretarial Auditorregarding non-appointment of Company Secretary and CFO.

Considering the current nature and size of the operations Company is finding itchallenging to attract right talent for the post of CFO and Company Secretary. Further itmay also drain the resources. However to comply with the requirements company continuesto lookout for a CFO and Company Secretary.

10. PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS

Loans

During the year Company had continued ICD amounting to Rs. 40 Lacs @ 15% p.a. to M/s.Centrum Capital Limited in compliance with the requirements of section 186 of CompaniesAct 2013. The said loan is fully repaid.

Guarantees

The Company has not given any Guarantees or provided any security during the currentyear and there is no outstanding guarantee / security as at 31st March 2018.

Investments

During the year the Company has made additional investments in the Equity Share Capitalof Joint Venture company i.e.Strata Geosystems (India) Private Limited by subscribing to25000 Equity Shares at an issue price of Rs. 120 per Equity Share under Right Issue offerby the joint venture company. The Company has subscribed to the rights issue to the extentof funds available. Company is carrying forward the investments made in the equity StrataGeosystems (India) Private Limited amounting to Rs. 32330880/-.

11. RELATED PARTY TRANSACTIONS

FORM NO. AOC -2

(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) ofthe Companies (Accounts) Rules 2014.

Form for Disclosure of particulars of contracts/arrangements entered into by thecompany with related parties referred to in sub section (1) of section 188 of theCompanies Act 2013 including certain arms length transaction under third proviso thereto.

1. Details of contracts or arrangements or transactions not at Arm's length basis. NIL

SN Particulars Details
a) Name (s) of the related party & nature of relationship
b) Nature of contracts/arrangements/transaction
c) Duration of the contracts/arrangements/transaction
d) Salient terms of the contracts or arrangements or transaction including the value if any
e) Justification for entering into such contracts or arrangements or transactions'
f) Date of approval by the Board
g) Amount paid as advances if any
h) Date on which the special resolution was passed in General meeting as required under first proviso to section 188

2. Details of contracts or arrangements or transactions at Arm's length basis. NIL

SN Particulars Details
a) Name (s) of the related party & nature of relationship
b) Nature of contracts/arrangements/transaction
c) Duration of the contracts/arrangements/transaction
d) Salient terms of the contracts or arrangements or transaction including the value if any
e) Date on which the special resolution was passed in General meeting as required under first proviso to section 188
f) Amount paid as advances if any

The Company during the year has not entered into any related party transaction ascontemplated under Section 188 of the Companies Act 2013.

12. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

No material changes and commitments affecting the financial position of the companyoccurred between the end of the financial year to which this financial statement relatesand the date of the report.

13. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO

Considering the present nature of activity the provisions of Section 134(m) of theCompanies Act 2013 do not apply.

There was no foreign exchange inflow or outflow during the year under review.

14. RISK MANAGEMENT

The Company has identified three major areas with potential risk that may threaten theexistence of the company.

1. Investment risk

The Company is continuously monitoring the performance of the Joint Venture companyi.e. Strata Geosystems (India) Private Limited to ensure that the company has adequatetime to take necessary precautions in the event of potential loss to its Investment.

2. Property risk

All the properties of the company are adequately insured.

3. Financial Risk

The Financial Risks are dealt with in the notes to the accounts. (Refer No 3.20)

15. CORPORATE SOCIAL RESPONSIBILITY

The provisions of Section 135 of the Companies Act 2013 are not applicable to yourCompany for the current year.

16. PERFORMANCE EVALUATION

Pursuant to the provisions of the Companies Act 2013 the Board has carried out anevaluation of its own performance the Directors individually as well as the evaluation ofthe working of its Audit Committee Nomination & Remuneration Committee.

A structured questionnaire was prepared after taking into consideration inputs receivedfrom the Directors covering various aspects of the Board's functioning such as adequacyof the composition of the Board and its Committees Board culture execution andperformance of specific duties obligations and governance.

A separate exercise was carried out to evaluate the performance of individual Directorsincluding the Chairman of the Board who were evaluated on parameters such as level ofengagement and contribution independence of judgement safeguarding the interest of theCompany and its minority shareholders etc. The performance evaluation of the IndependentDirectors was carried out by the entire Board. The performance evaluation of the Chairmanand the Non Independent Directors was carried out by the Independent Directors who alsoreviewed the performance of the Secretarial Department.

The Directors expressed their satisfaction with the evaluation process.

17. FAMILIARIZATION PROGRAMS OF INDEPENDENT DIRECTORS

Your Company has established well defined familiarization and induction program.However during the year Company has not appointed any Director and as a result nofamiliarization program was conducted during the year.

18. JOINT VENTURE / SUBSIDIARY / ASSOCIATE COMPANY

During the year under review the topline of M/s. Strata Geosystems (India) PrivateLimited the Joint Venture Company has marginally declined which is a temporary impact onaccount of implementation of GST. In spite of Company having 18.63% equity holding in theJoint Venture Company the company in is not having significant influence as defined AccountingStandard 23 in the Joint Venture Company and therefore requirement of consolidatedfinancial statement is not applicable. However provision of information in form AOC-1 isapplicable and the same is given in the notes to the accounts.

Company does not have any subsidiary / other associate company.

No Company has become or ceased to become the subsidiary or associate company of yourcompany during the year under review.

19. DIRECTORS

Mr. Ashok M Bhawnani (holding DIN 00058344) is retiring by rotation at the ensuingAnnual General Meeting and is eligible for re-appointment. You are therefore requested togive your consent for the said re-appointment of Mr. Ashok M Bhawnani (holding DIN00058344) as Director of the Company. The brief profile of Mr. Ashok M Bhawnani (holdingDIN 00058344) in compliance with the requirements of Listing Regulation is provided in thenotes forming part of notice.

20. DETAILS OF DIRECTORS / KMP APPOINTED / RESIGNED

Mr. Narendra Kumar Dalmia has been appointed as Managing Director for a period of fiveyears w.e.f. 29th May 2015.

Ms. Anuja More has resigned as Company Secretary and compliance officer w.e.f. 4 thMay 2017.

Mr. J Ramakrishnan was appointed as Compliance Officer w.e.f. 30 th May2017.

The Company is in the process of appointing a CFO and Company Secretary.

21. DISCLOSURE PURSUANT TO SECTION 197(12) READ WITH RULE 5 OF COMPANIES (APPOINTMENTSAND REMUNERATION) RULES 2014

1. None of the Directors of the Company is drawing any remuneration other than sittingfees. Hence the information in respect of ratio of remuneration of each director to themedian remuneration of employees etc. are not provided. Other information are:

I. Percentage increase in remuneration of each director Chief Financial Officer ChiefExecutive Officer Company Secretary or Manager if any in the financial year:

During the financial year there is no increase in remuneration drawn by the CompanySecretary.

II. Percentage increase in median remuneration of each directors CFO CEO CS ormanager if any in the FY : NIL

III. The percentage increase in the median remuneration of employees in the FY: NIL

IV. The No. of Permanent Employees on the roll of Company: 2

V. Average percentile increase already made in the salaries of employees other than themanagerial personnel in the last financial year and its comparison with the percentileincrease in the managerial remuneration and justification thereof and point out if thereare any exceptional circumstances for increase in the managerial remuneration - Noincrease in remuneration

VI. Affirmation that the remuneration is as per the remuneration policy of the Company– we affirm that the Company is paying remuneration as per the policy of the company.

2. As there were no employees drawing remuneration more than the limit prescribed underrule 5 of Companies (Appointments and Remuneration) Rules 2014 as amended from time totime the same information is not provided.

Statement showing the names of the top 10 employees in terms of remuneration drawnshall be provided on request.

22. AUDITORS

Statutory Auditor

M/s. Tembey & Mhatre Chartered Accountants present Auditors of the Company wereappointed as statutory auditors for a period of four consecutive years (i.e. 2017-182018-19 2019-20 & 2020-21) by the members at the 31st AGM of the Companyheld on 29th September 2017. Therefore there is no change in StatutoryAuditors.

Secretarial Auditor

Mr. Shalin Patel Company Secretary (Membership No. ACS 22687 CP NO. 17070) has beenappointed as Secretarial Auditor for the Financial year 2017-18. The Secretarial auditreport as issued is annexed herewith.

23. DEPOSITS

The Company has not accepted / renewed any deposits during the year and is also notcarrying forward any deposits.

24. SIGNIFICANT AND MATERIAL ORDER IMPACTING THE GOING CONCERN STATUS ANDCOMPAN'S OPERATIONS IN FUTURE

No Significant and Material order was passed by any authority during the year undergoing concern status and company's operation in future.

25. INTERNAL FINANCIAL CONTROLS

The Company has adequate internal financial control system with reference to theFinancial Statements.

26. VIGIL MECHANISM

The Company has established a vigil mechanism and oversees through the Audit Committeethe genuine concerns expressed by the employees and other Directors. The Company has alsoprovided adequate safeguards against victimization of Employees and Directors who expresstheir concerns. The Company has also provided direct access to the Chairman of the AuditCommittee on reporting issues concerning the interests of Company's employees and theCompany. The Vigil Mechanism Policy is available on Company's Website www.omnitex.com.

27. REPORT ON THE SEXUAL HARRESSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION ANDREDRESSEL) ACT 2013.

In terms of section 22 of the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressel) Act 2013 we report that during 2017-18 no case has beenreported under the said act.

28. CORPORATE GOVERNANCE REPORT

In terms of Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 Regulations 17 to 27 of Listing Regulations in respect of CorporateGovernance are not mandatory for the time being mainly due to paid up share capital of thecompany is not exceeding Rs. 10 Crores and Networth not exceeding Rs. 25 Crores as on thelast day of previous financial year. In view of the above separate corporate governancereport is not provided.

29. ISSUE OF SHARES ETC.

The company during the year under consideration has not issued any shares withdifferent rights sweat equity etc.

30. APPRECIATION

The Board of Directors records its grateful thanks to all the stakeholders of theCompany for their continued support and co-operation.

On Behalf of the Board of Directors
Amit R. Dalmia
Place: Mumbai Chairman
Date: 30th May 2018 (DIN 00210919)