You are here » Home » Companies » Company Overview » Omnitex Industries (India) Ltd

Omnitex Industries (India) Ltd.

BSE: 514324 Sector: Industrials
NSE: N.A. ISIN Code: INE814D01010
BSE 00:00 | 17 Jan 30.00 0
(0.00%)
OPEN

29.10

HIGH

31.50

LOW

29.10

NSE 05:30 | 01 Jan Omnitex Industries (India) Ltd
OPEN 29.10
PREVIOUS CLOSE 30.00
VOLUME 1240
52-Week high 33.35
52-Week low 18.25
P/E
Mkt Cap.(Rs cr) 13
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 29.10
CLOSE 30.00
VOLUME 1240
52-Week high 33.35
52-Week low 18.25
P/E
Mkt Cap.(Rs cr) 13
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

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

Company director report

Dear Members

Your Directors have pleasure in presenting the 35th AnnualReport together with the Audited Financial Statement of the Company for the financial yearended March 31 2021.

1. FINANCIAL RESULTS

2020-21 2019-20
(Rs. in Lacs) (Rs. in Lacs)
Revenue from Operation 213.67 40.40
Other Income 5.23 22.87
Profit / (Loss) before Financial Charges Depreciation and Tax (8.95) 1.64
Less Financial Charges 0.90 0.17
Depreciation 6.76 8.76
Profit / (Loss) before Tax expenses (16.61) (7.29)
Current Tax 0.00 0.00
Deferred Tax 0.00 0.00
MAT Credit Entitlement 0.00 (0.80)
Prior Period Adjustment for Taxes 0.11 0.00
Profit / (Loss) after Tax (16.72) (6.49)
Add: Loss brought down from earlier year (65.69) (59.20)
Amount Carried to Reserves 0.00 0.00
Balance (Loss) carried to Balance Sheet (82.41) (65.69)

2. DIVIDEND

In view of the carry forward losses your Directors are not in aposition to recommend any 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 anyamount to reserves for the year under review.

4. THE STATE OF COMPANY'S AFFAIRS AND OUTLOOK

COVID-19 has impacted the business environment during the initial partof FY2020-21.

As of April 12020 work from home was enabled to the employees to workremotely and securely. In spite of the difficult environment the company could improve thebusiness and achieved a topline of Rs. 2.13 Cr as against Rs. 0.40 Cr in the previousyear. However Non-availability of rental income affected the PBT and PAT.

During the year under review your Company has loss after tax ofRs.16.72 lacs as against Loss after tax of Rs.6.49 lacs during the previous year. TheCompany expects the situation to further improve in the year 2021-22. During the yearunder review there is no change in the nature of business.

5. POSTAL BALLOT

The Company has carried out a Postal Ballot to seek approval of Membersfor:

a. Special Resolution: Approval for sell or dispose off immovableproperties/assets of the Company

The Members of the Company have approved the aforesaid proposal withoverwhelming requisite majority.

The Company has provided its Members with an e-voting facility inaccordance with the provisions of Section 108 of the Companies Act 2013 read with Rule 20of Companies (Management and Administration) Amendment Rules 2015 and Regulation 44 ofthe Listing Regulations in order to enable them to exercise their voting rights by way ofelectronic means on the resolution proposed through Postal Ballot.

Mr. Shiv Hari Jalan Practicing Company Secretary Mumbai wasappointed as a scrutinizer for scrutinizing voting (both physical and e-voting) in a fairand transparent manner for the postal ballot conducted by the Company.

The notice of Postal Ballot / E-voting and the Postal Ballot formswere sent to the Members and others concerned including Directors Stock ExchangeStatutory Auditors etc. through permitted mode.

The notice of Postal Ballot / E-voting along with the Postal BallotForm was also placed on the website of the Company.

The information about completion of dispatch of Postal Ballot Noticeand Postal Ballot Form and the last date for receipt of reply from Shareholders was alsogiven to the Shareholders by way of advertisement in the following newspapers viz. ActiveTimes (English) [published on December 01 2020] and Mumbai Lakshadeep (Marathi)[published on December 01 2020]. The details are:

i . The Company had completed the dispatch of the Postal Ballot Noticedated November 10 2020 together with Explanatory Statement on November 30 2020 alongwith form to all the shareholders whose name(s) appeared on the Registers of Members/listof beneficiaries as on November 20 2020.

ii. The voting under the Postal Ballot was kept open for e-voting fromTuesday December 012020 at 9.00 a.m. (IST) to Wednesday December 30 2020 till 5.00p.m. (IST).

iii. The Postal Ballot forms were kept under the safe custody of theScrutinizer in locked ballot box before commencing the scrutiny of such postal ballotforms. All Postal Ballot forms received by the Scrutinizer upto 5.00 p.m. on WednesdayDecember 30 2020 had been considered for his scrutiny.

The results of the Postal Ballot/ E-voting are declared on January 012021 and also been posted on the website of the Company i.e. http://www.omnitex.com/ andalso intimated to BSE Ltd on which the equity shares of the Company are listed and alsouploaded on the website of CDSL at www. evotingindia.com.

The said resolutions were deemed to have been passed on resultdeclaration date i.e. January 01 2021.

6. BOARD MEETINGS / COMMITTEE MEETINGS

Board Meetings

Five Board Meetings were held in the year 2020-21 and the gap betweentwo Board Meetings did not exceed 120 days. The same were held on 16th April2020 30th June 2020 18th August 2020 10th November2020 and 12th February 2021.

Name of the Directors No of Meeting entitled to attend Board Meetings Attended During 2020-21
Mr. Ashok M. Bhawnani 5 5
Mr. Narendra Kumar Dalmia 5 5
Mr. Amit R. Dalmia 5 5
Mr. Durgaprasad S. Sabnis 5 5
Mr. J. Ramakrishnan 5 5
Mrs. Sonu Fernandes 3 3

Audit Committee

The composition of the Audit Committee is as under:

Name of the Member Chairman / Member No of Meeting entitled to attend Meetings Attended During 2020-21
Mr. Amit R. Dalmia Chairman 4 4
Mr. J. Ramakrishnan Member 4 4
Mrs. Sonu Fernandes Member 3 3
Mr. Durgaprasad S. Sabnis Member 1 1

The Board has accepted all recommendations of Audit committee. Fourmeetings of Audit committee were held in the year 2020-21 on 30th June 202018th August 2020 10th November 2020 and 12th February2021.

Mr. Durgaprasad S. Sabnis was appointed Member of audit committeew.e.f. 6th April 2020 and Mrs. Sonu Fernandes has been appointed as a memberof audit committee w.e.f. 30th June 2020. Mr. Durgaprasad S. Sabnis ceased tobe Member of audit committee w.e.f. closure of business hours on 30th June2020. Nomination and Remuneration Committee

The composition of the Nomination and Remuneration Committee is asunder:

Name of the Member Chairperson / Member No of Meeting entitled to attend Meetings Attended During 2020-21
Mr. Amit R. Dalmia Chairman 3 3
Mr. Durgaprasad Sabnis Member 3 3
Mr. J. Ramakrishnan Member 2 2
Mrs. Sonu Fernandes Member 1 1

Three meetings of Nomination and Remuneration Committee were held inthe year 2020-21 and the meetings were held on 16th April 2020 30thJune 2020 and 18th August 2020.

Mr. J. Ramakrishnan was appointed Member of Nomination and RemunerationCommittee w.e.f. 6th April 2020 and Mrs. Sonu Fernandes has been appointed asa member of Nomination and Remuneration Committee w.e.f. 30th June 2020. Mr.J. Ramakrishnan ceased to be Member of Nomination and Remuneration Committee w.e.f.closure of business hours on 30th June 2020.

Stakeholder Relationship Committee / Share Transfer Committee Thecomposition of Stakeholder Relationship Committee is as under:

Name of the Member Chairman / Member No of Meeting entitled to attend Meetings Attended During 2020-21
Mr. Durgaprasad Sabnis Chairman 1 1
Mr. J. Ramakrishnan Member 1 1

One meeting of Stakeholder Relationship Committee / Share TransferCommittee was held in the year 2020-21 on 12th February 2021.

Independent Directors Meeting:

During the financial year ended March 31 2021 one meeting of theIndependent Directors was held on 12.02.2021 and in which both the Independent Directorshas attended the meeting.

7. DIRECTORS' RESPONSIBILITY STATEMENT Your Directors state that:

(i) in the preparation of the annual accounts the applicableaccounting standards read with the requirements set out under Schedule III to the Acthave been followed and there are no material departures from the same;

(ii) the Directors have selected such accounting policies and appliedthem consistently and made judgments and estimates that are reasonable and prudent so asto give a true and fair view of the state of affairs of the Company at the end of thefinancial year and of the loss of the company for the year ended on that date;

(iii) the Directors have taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of the Actfor safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;

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

(v) the Directors have laid down internal financial controls to befollowed by the Company and that such internal financial controls are adequate and areoperating effectively; and

(vi) the Directors have devised proper systems to ensure compliancewith the provisions of all applicable laws and that such systems are adequate andoperating effectively.

8. STATEMENT ON INDEPENDENT DIRECTORS

The Independent Directors have submitted declaration about theirindependency confirming that they fulfil all the requirements as stipulated in Section149(6) of the Companies Act 2013.

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

The Company's policy relating to appointment of Directors payment ofmanagerial remuneration Directors qualifications positive attributes Independence ofDirectors and other related matters as provided under section 178(3) of the Companies Act2013 is furnished as Annexure "III" to this report. The said policy is alsoavailable on Company's website www.omnitex.com.

10. COMMENTS ON QUALIFICATION RESERVATION OR ADVERSE REMARK

Statutory Auditor

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

Secretarial Auditor

Members attention is invited to the observation in the Report ofSecretarial Auditor regarding Directors reply to the observation of Secretarial Auditor:

i. Post resignation of existing independent women director w.e.f.15.02.2020. The Company was required to appoint another Independent women director on orbefore 15.05.2020 however the Company has appointed Independent Women Director w.e.f.30.06.2020.

Ms. Geeta Pardiwalla has resigned as Woman Independent Director w.e.f.15th February 2020. Pursuant to provision of the Rule 3 of The Companies (Appointment andQualifications of Directors) Rules 2014 intermittent vacancy of a woman director shallbe filled-up by the Board at the earliest but not later than immediate next Board meetingor three months from the date of such vacancy whichever is later. The Company hasidentified the Independent Woman Director in the first quarter of 2020. However mainlydue to the ongoing lockdown to prevent further spread of Coronavirus (COVID-19) pandemicthe Digital Signature ("DSC") which is mandatory to obtain a DIN could not beobtained in March 2020. The DSC was obtained in Month of June 2020. The DIN was allottedto Mrs. Sonu Fernandes on June 22 2020 and hence in next Board meeting held on June 302020 after obtaining DIN the Board of Directors approved the appointment of Mrs. SonuFernandes an Additional Director (Woman Independent) of the Company w.e.f June 30 2020.Pursuant to appointment of Mrs. Sonu Fernandes The composition of the Board andcommittees of Board is in line with requirements of Companies Act 2013.

ii. During the closure of trading window a Relative of promoter haspurchased 9273 shares.

The Spouse of one of the promoter group shareholder had bought 9273shares during Closure of Trading Window without the knowledge of the relevant member. Thespouse had informed that he is financially Independent and do not consult the member intaking decisions relating to trading in securities.

Based on the submission the Board of Directors in consultation withAudit Committee has concluded that this was an inadvertent trade made without intent toviolate the Company Insider Trading Policy or SEBI (Prohibition of Insider Trading)Regulations 2015 ("PIT Regulations").

11. PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS

Loans

The Company has not given any Loan during the current year and there isno Loan Given as at 31st March 2021.

Guarantees

The Company has not given any Guarantees or provided any securityduring the current year and there is no outstanding guarantee / security as at 31stMarch 2021.

Investments

Company has not made any fresh / additional investments during thecurrent year. Company is carrying forward the investments made in earlier years in theequity of Strata Geosystems (India) Private Limited amounting to Rs. 32330880/-.

12. RELATED PARTY TRANSACTIONS

There were no Transactions of sale purchase or supply of materials;sale disposal purchase of property of any kind leasing of property of any kindavailing or rendering of any services appointment as agent appointment to any office orplace of profit underwriting etc. with Related Parties within the meaning and scope ofSection 188 of Companies Act 2013. Thus the information pursuant to Section 134(3)(h) ofthe Act read with Rule 8(2) of the Companies (Accounts) Rules 2014 in Form AOC-2 is notapplicable to the Company.

13. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITIONOF THE COMPANY

No material changes and commitments affecting the financial position ofthe company occurred between the end of the financial year to which this financialstatement relates and the date of the report.

14. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGEEARNINGS AND OUTGO

Disclosure pertaining to Conservation of energy technology absorptionare not applicable to your company during the year under review.

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

15. RISK MANAGEMENT

The Company has identified three major areas with potential risk thatmay threaten the existence of the company.

1. Investment risk

The Company is continuously monitoring the performance of the StrataGeosystems (India) Private Limited to ensure that the company has adequate time to takenecessary 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.

16. CORPORATE SOCIAL RESPONSIBILITY

The provisions of Section 135 of the Companies Act 2013 are notapplicable to your Company for the current year.

17. PERFORMANCE EVALUATION

Pursuant to the provisions of the Companies Act 2013 the Board hascarried out an evaluation of its own performance the Directors individually as well asthe evaluation of the working of its Audit Committee Nomination & RemunerationCommittee.

A structured questionnaire was prepared after taking into considerationinputs received from the Directors covering various aspects of the Board's functioningsuch as adequacy of the composition of the Board and its Committees Board cultureexecution and performance of specific duties obligations and governance. A separateexercise was carried out to evaluate the performance of individual Directors including theChairman of the Board who were evaluated on parameters such as level of engagement andcontribution independence of judgement safeguarding the interest of the Company and itsminority shareholders etc. The performance evaluation of the Independent Directors wascarried out by the entire Board. The performance evaluation of the Chairman and the NonIndependent Directors was carried out by the Independent Directors who also reviewed theperformance of the Secretarial Department.

The Directors expressed their satisfaction with the evaluation process.

18. FAMILIARIZATION PROGRAMS OF INDEPENDENT DIRECTORS

Your Company has established well defined familiarization and inductionprogram. Further at the time of the appointment of an Independent Director the Companyissues a Letter of appointment outlining his / her role function duties andresponsibilities.

19. JOINT VENTURE / SUBSIDIARY / ASSOCIATE COMPANY

Company does not have any subsidiary / other associate company. Thusthe provision of information in form AOC-1 is not applicable to the Company.

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

During the year under review the Company has terminated the agreementwith Strata Systems INC and Strata Geosystems (India) Private Limited.

20. DIRECTORS AND KMP

In accordance with the provisions of the Act and the Articles ofAssociation of the Company Mr. Ashok Metharam Bhawnani (DIN: 00058344) is retiring byrotation at the ensuing Annual General Meeting and being eligible have offered himselffor re-appointment.

Mrs. Sonu Fernandes (DIN: 08769215) was appointed as an AdditionalIndependent Director for a period of five years with effect from June 30 2020 at themeeting of Board of Directors held on June 30 2020. The appointment of Mrs. SonuFernandes (DIN: 08769215) was confirmed by the shareholders of the company at the AnnualGeneral Meeting held on 30th September 2020.

Ms. Karishma Waghela has been appointed as Company Secretary andcompliance officer w.e.f. 16th April 2020.

21. DISCLOSURE PURSUANT TO SECTION 197(12) READ WITH RULE 5 OFCOMPANIES (APPOINTMENTS AND REMUNERATION) RULES 2014

1. None of the Directors of the Company is drawing any remunerationother than sitting fees. Hence the information in respect of ratio of remuneration of eachdirector to the median remuneration of employees etc. are not provided. Other informationare:

I. Percentage increase in remuneration of each director ChiefFinancial Officer Chief Executive Officer Company Secretary or Manager if any in thefinancial year:

During the financial year there is no increase in remuneration drawnby the Chief Financial Officer and Company Secretary.

II. Percentage increase in median remuneration of each directors CFOCEO CS or manager if any in the FY : NIL

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

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

v. Average percentile increase already made in the salaries ofemployees other than the managerial personnel in the last financial year and itscomparison with the percentile increase in the managerial remuneration and justificationthereof and point out if there are any exceptional circumstances for increase in themanagerial remuneration - No increase in remuneration

vi. Affirmation that the remuneration is as per the remuneration policyof the Company - we affirm that the Company is paying remuneration as per the policy ofthe company.

2. As there were no employees drawing remuneration more than the limitprescribed under rule 5 of Companies (Appointments and Remuneration) Rules 2014 as amendedfrom time to time the same information is not provided.

Statement showing the names of the top 10 employees in terms ofremuneration drawn shall be provided on request.

22. AUDITORS

Statutory Auditor

M/s. Tembey & Mhatre Chartered Accountants were appointed asAuditors of the Company for a term of 4 (four) consecutive years i.e. upto the conclusionof AGM to be held in the year 2021. As the term of present auditor expires at this AGM itis recommended to appoint M/s. JMT & Associates Chartered Accountants havingregistration no. 104167W for the period of 5 years from conclusion of ensuing AGM till theConclusion of AGM to be held in year 2026 in place of retiring auditors.

The audit report of M/s. Tembey & Mhatre on the FinancialStatements of the Company for the financial year 2020-21 forms part of this report

Secretarial Auditor

Mr. Shiv Hari Jalan Company Secretary (Membership No. FCS 5703 CP NO.4226) has been appointed as Secretarial Auditor for the Financial year 2020-21. TheSecretarial audit report as issued is annexed herewith.

Cost Auditor

The appointment of cost auditor is not applicable to the company.

23. DEPOSITS

The Company has not accepted / renewed any deposits during the year andis also not carrying forward any deposits.

24. SIGNIFICANT AND MATERIAL ORDER IMPACTING THE GOING CONCERN STATUSAND COMPANY'S OPERATIONS IN FUTURE

No Significant and Material order was passed by any authority duringthe year under review impacting the going concern status and company's operation infuture.

25. INTERNAL FINANCIAL CONTROLS

M/s. A. S. Sureka & Associates Chartered Accountants Mumbai isre-appointed as the Internal Auditors of the company for the Financial Year 2020-21. Basedon the report of Internal Audit function corrective action are undertaken in therespective areas and thereby strengthen the controls.

During the year under review no material or serious observation hasbeen received from the Internal Auditors of the Company for inefficiency or inadequacy ofsuch controls.

26. VIGIL MECHANISM

The Company has established a vigil mechanism and oversees through theAudit Committee the genuine concerns expressed by the employees and other Directors. TheCompany has also provided adequate safeguards against victimization of Employees andDirectors who express their concerns. The Company has also provided direct access to theChairman of the Audit Committee on reporting issues concerning the interests of Company'semployees and the Company. The Vigil Mechanism Policy is available on Company's Websitewww.omnitex.com.

27. 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".

28. STATEMENT ON COMPLIANCES OF SECRETARIAL STANDARDS:

The Board of Directors have complied with applicable SecretarialStandards as specified u/s. 118 of Companies Act 2013.

29. EXTRACT OF ANNUAL RETURN:

As provided under Section 92(3) of the Companies Act 2013 the extractof Annual Return is given in Annexure- "II" in the prescribed Form MGT-9 whichforms part of this report.

30. REPORT ON THE SEXUAL HARRESSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013.

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

In terms of section 22 of the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013 we report that during 2020-21 no casehas been reported under the said act.

31. CORPORATE GOVERNANCE REPORT

In terms of Regulation 15(2) of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 Regulations 17 to 27 and clauses (b) to (i) ofsub-regulation (2) of Regulation 46 and para C D and E of Schedule V of ListingRegulations shall not apply in respect of paid up share capital of the company is notexceeding Rs. 10 Crores and Net worth is not exceeding Rs. 25 Crores as on the last day ofprevious financial year. In view of the above separate corporate governance report is notprovided.

32. UNCLAIMED DIVIDEND AND UNCLAIMED SHARES

As at March 31 2021 there is no unpaid/ unclaimed Dividend and theshares to be transferred to the Investor Education & Protection Fund.

33. BUSINESS RESPONSIBILITY REPORT

Pursuant to Regulation 34 of the SEBI Listing Regulations top onethousand listed entities based on market capitalization (calculated as on March 31 ofprevious financial year) shall provide Business Responsibility Report for the financialyear 2020-21. The Company is outside the top thousand listed entities. In view of thisBusiness Responsibility Report is not applicable.

34. CODE OF CONDUCT FOR PROHIBITION OF INSIDER TRADING

Your Company has in place a Code of Conduct for Prohibition of Insiderwhich lays down the process for trading in securities of the Company by the DesignatedPersons and to regulate monitor and report trading by the employees of the Company eitheron his/her own behalf or on behalf of any other person on the basis of Unpublished PriceSensitive Information. The aforementioned amended Code as amended is available on thewebsite of the Company.

35. ISSUE OF SHARES ETC.

i The Company has not issued any shares with differential rights andhence no information as per provisions of Section 43(a)(ii) of the Act read with Rule 4(4)of the Companies (Share Capital and Debenture) Rules 2014 is furnished.

ii. The Company has not issued any sweat equity shares during the yearunder review and hence no information as per provisions of Section 54(1)(d) of the Actread with Rule 8(13) of the Companies (Share Capital and Debenture) Rules 2014 isfurnished.

iii. The Company has not issued any equity shares under Employees StockOption Scheme during the year under review and hence no information as per provisions ofSection 62(1)(b) of the Act read with Rule 12(9) of the Companies (Share Capital andDebenture) Rules 2014 is furnished.

36. FOLLOWING MATTERS WERE NOT APPLICABLE TO THE COMPANY FOR THEFINANCIAL YEAR ENDED MARCH 31 2021 AND THUS NO COMMENTS ARE REQUIRED BY THE BOARD OFDIRECTORS ON THE SAME:

i. Details of Voting Rights not exercised by the employee's u/s67(3)(c) of Companies Act 2013 r.w. Rule 16(4) of Companies (Share Capital andDebentures) Rules 2014.

ii. There are no applications made by or any proceedings pendingagainst the Company under the Insolvency and Bankruptcy Code 2016 during the year underreview.

37. LISTING WITH STOCK EXCHANGES:

The Company's Equity Shares are listed at BSE Limited with script code514324. The Company confirms that it has paid the Annual Listing Fees for the year 2020-21and 2021-22 to BSE where the Company's Shares are listed.

38. APPRECIATION

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

.