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Omnitex Industries (India) Ltd.

BSE: 514324 Sector: Industrials
NSE: N.A. ISIN Code: INE814D01010
BSE 00:00 | 20 May Omnitex Industries (India) Ltd
NSE 05:30 | 01 Jan Omnitex Industries (India) Ltd
OPEN 17.00
PREVIOUS CLOSE 17.00
VOLUME 1
52-Week high 17.35
52-Week low 13.25
P/E
Mkt Cap.(Rs cr) 7
Buy Price 17.00
Buy Qty 500.00
Sell Price 18.10
Sell Qty 10.00
OPEN 17.00
CLOSE 17.00
VOLUME 1
52-Week high 17.35
52-Week low 13.25
P/E
Mkt Cap.(Rs cr) 7
Buy Price 17.00
Buy Qty 500.00
Sell Price 18.10
Sell Qty 10.00

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

Company director report

Dear Members

Your Directors have pleasure in presenting the 33rd Annual Report togetherwith the Audited Financial Statement of the Company for the financial year ended March 312019.

1. FINANCIAL RESULTS

2018-19 2017-18
(र in Lacs) (र in Lacs)
Revenue from Operation 10.11 79.96
Other Income 27.63 29.91
Profit / (Loss) before Financial Charges Depreciation and Tax 12.87 17.98
Less Financial Charges 0.00 0.95
Depreciation 8.76 8.76
Profit / (Loss) before Tax expenses 4.11 8.27
Current Tax 0.79 1.58
Deferred Tax (0.00) (0.00)
MAT Credit Entitlement (1.58) (0.00)
Profit / (Loss) after Tax 4.90 6.69
Add: Loss brought down from earlier year (64.10) (70.79)
Prior Period Adjustment for Taxes (0.00) (0.00)
Amount Carried to Reserves 0.00 0.00
Balance (Loss) carried to Balance Sheet (59.20) (64.10)

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

The Board of Directors of your Company has decided not to transfer any amount toreserves for the year under review.

4. THE STATE OF COMPANY'S AFFAIRS AND OUTLOOK

During the year under review your Company has earned profit after tax of र 4.90lacs as against र 6.69 lacs during the previous year. The Company expects thesituation to further improve in the year 2019-20. During the year under review there isno change in the nature of business.

5. BOARD MEETINGS / COMMITTEE MEETINGS Board Meetings

Four Board Meetings were held in the year 2018-19 and the gap between two BoardMeetings did not exceed 120 days. The same were held on 30th May 2018 14thAugust 2018 14th November 2018 and 14th February 2019.

Name of the Directors No of Meeting entitled to attend Board Meetings Attended During 2018-19
Mr. Ashok M. Bhawnani 4 4
Mr. Narendra Dalmia 4 4
Mr. Amit R. Dalmia 4 4
Mr. Durgaprasad S. Sabnis 4 4
Mr. J. Ramakrishnan 4 4
Ms. Geeta Pardiwalla 4 4

Audit Committee

The composition of the Audit Committee is as under:

Name of the Member Chairperson / Member No of Meeting entitled to attend Meetings Attended During 2018-19
Mr. Amit R. Dalmia Chairperson 4 4
Mr. J. Ramakrishnan Member 4 4
Ms. Geeta Pardiwalla Member 4 4

The Board has accepted all recommendations of Audit committee. Four meetings of Auditcommittee were held in the year 2018-19 and the dates of meeting of Audit committee aresame as mentioned for the Board meetings.

Nomination and Remuneration Committee

The composition of the Nomination and Remuneration Committee is as under:

Name of the Member Chairperson / Member No of Meeting entitled to attend Meetings Attended During 2018-19
Ms. Geeta Pardiwalla Chairperson 2 2
Mr. Amit R. Dalmia Member 2 2
Mr. Durgaprasad Sabnis Member 2 2

Two meetings of Nomination and Remuneration Committee were held in the year 2018-19 andthe meetings were held on 14.11.2018 and 14.02.2019.

Stakeholder Relationship / Share Transfer Committee

The composition of Stakeholder Relationship / Share Transfer Committee is as under:

Name of the Member Chairperson / Member No of Meeting entitled to attend Meetings Attended During 2018-19
Mr. Durgaprasad Sabnis Chairperson 7 7
Mr. J. Ramakrishnan Member 7 7

Seven meetings of Stakeholder Relationship Committee / Share Transfer Committee wereheld in the year 2018-19 and the meetings were held on 13.04.2018 24.08.2018 31.08.201821.09.2018 1.10.2018 26.10.2018 and 02.11.2018.

Independent Directors Meeting:

During the financial year ended March 31 2019 one meeting of the Independent Directorswas held on 14.02.2019 and in which both the Independent Directors has attended themeeting.

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.

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

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 2013isfurnished as Annexure "III" to this report. The said policy is alsoavailable on Company'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 CFO and non-appointment of CS upto 14.11.2018.

The Company has appointed CS and CFO w.e.f. 14th November 2018 and 19thApril 2019 respectively.

10. PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS Loans

The Company has not given any Loan during the current year and there is no Loan Givenas at 31st March 2019.

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 2019.

Investments

Company has not made any fresh / additional investments during the current year.Company is carrying forward the investments made in earlier years in the equity of StrataGeosystems (India) Private Limited amounting to र 32330880/-.

11. RELATED PARTY TRANSACTIONS

There were no Transactions of sale purchase or supply of materials; sale disposalpurchase of property of any kind leasing of property of any kind availing or renderingof any services appointment as agent appointment to any office or place of profitunderwriting etc. with Related Parties within the meaning and scope of Section 188 ofCompanies Act 2013. Thus the information pursuant to Section 134(3)(h) of the Act readwith Rule 8(2) of the Companies (Accounts) Rules 2014 in Form AOC-2 is not applicable tothe Company.

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

Disclosure pertaining to Conservation of energy technology absorption are notapplicable to your company during the year under review.

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 monitoring the performance of the Strata Geosystems (India) PrivateLimited from annual report and other public documents to ensure that the company hasadequate time to take necessary precautions in the event of potential loss to itsInvestment.

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.

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 wascarried out to evaluate the performance of individual Directors including the Chairman ofthe Board who were evaluated on parameters such as level of engagement and contributionindependence of Judgement safeguarding the interest of the Company and its minorityshareholders etc. The performance evaluation of the Independent Directors was carried outby the entire Board. The performance evaluation of the Chairman and the Non IndependentDirectors was carried out by the Independent Directors who also reviewed the performanceof 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

The Company is holding 18.63% equity holding in the Joint Venture Company (M/s. StrataGeosystems (India) Private Limited) the company is not having significant influence anddoes not have joint control over the Joint Venture as defined in Indian AccountingStandard (Ind AS) 111 in the Joint Venture Company and therefore requirement ofconsolidated financial statement is not applicable. Thus the provision of information inform AOC-1 is not applicable to the Company.

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 AND KMP

In accordance with the provisions of the Act and the Articles of Association of theCompany Mr. J Ramakrishnan(holding DIN 02598332) is retiring by rotation at the ensuingAnnual General Meeting and being eligible have offered himself for re-appointment.

The first term of office of Mr. Amit R Dalmia and Ms. Geeta Pardiwalla as IndependentDirectors expires at the ensuing Annual General Meeting.

The Board has recommended re-appointment of Mr. Amit R Dalmia and Ms. Geeta Pardiwallaas Independent Directors of the Company for a second term of 5 (five) consecutive years.

The term of Mr. Narendra Dalmia as Managing Director is up to May 28 2020. The Boardof Directors on the recommendation of the Nomination and Remuneration Committee hasre-appointed Mr. Narendra

Dalmia as Managing Director of the Company for a period of 5 (five) years with effectfrom May 29 2020 subject to approval of shareholders

Ms. Rita Panchal has been appointed as Company Secretary and compliance officer w.e.f.14th November 2018.

Mr Kusshal Ambbala has been appointed as CFO w.e.f 19th April 2019

20. 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: 3

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.

21. 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.

The Auditors have not reported any frauds.

Secretarial Auditor

Mr. Shiv Hari Jalan Company Secretary (Membership No. FCS 5703 CP NO. 4226) has beenappointed as Secretarial Auditor for the Financial year 2018-19. The Secretarial auditreport as issued is annexed herewith as Annexure - I.

22. DEPOSITS

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

23. SIGNIFICANT AND MATERIAL ORDER IMPACTING THE GOING CONCERN STATUS AND COMPANY'SOPERATIONS IN FUTURE

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

24. INTERNAL FINANCIAL CONTROLS

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

25. 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 .

26. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management Discussion and Analysis Report as per Regulation 34 of SEBI (LODR)Regulations 2015 is annexed to this Board Report as "Annexure IV".

27. STATEMENT ON COMPLIANCES OF SECRETARIAL STANDARDS:

The Board of Directors have complied with applicable Secretarial Standards as specifiedu/s. 118 of Companies Act 2013.

28. EXTRACT OF ANNUAL RETURN:

As provided under Section 92(3) of the Companies Act 2013 the extract of Annual Returnis given in Annexure- "II" in the prescribed Form MGT-9 which forms partof this report.

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

The Company has in place a policy for prevention of Sexual Harassment at the Workplacein line with the requirements of Sexual Harassment of Women at the Workplace (PreventionProhibition and Redressal) Act 2013.

In terms of section 22 of the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013 we report that during 2018-19 no case has beenreported under the said act.

30 CORPORATE GOVERNANCE REPORT

In terms of Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 Regulations 17 to 27 and clauses (b) to (i) of sub-regulation (2) ofRegulation 46 and para C D and E of Schedule V of Listing Regulations shall not apply inrespect of paid up share capital of the company is not exceeding र 10 Crores andNetworth is not exceeding र 25 Crores as on the last day of previous financialyear.In view of the above separate corporate governance report is not provided.

31. ISSUE OF SHARES ETC.

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

32. FOLLOWING MATTERS WERE NOT APPLICABLE TO THE COMPANY FOR THE FINANCIAL YEAR ENDEDMARCH 31 2019 AND THUS NO COMMENTS ARE REQUIRED BY THE BOARD OF DIRECTORS ON THE SAME:

Details of Voting Rights not exercised by the employees u/s 67(3)(c) of Companies Act2013 r.w. Rule 16(4) of Companies (Share Capital and Debentures) Rules 2014.

33. 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
For Omnitex Industries (India) Limited
Amit R. Dalmia
Place: Mumbai Chairman
Date: 30th May 2019 (DIN 00210919)