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Omfurn India Ltd.

BSE: 535024 Sector: Others
NSE: OMFURN ISIN Code: INE338Y01016
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Omfurn India Ltd. (OMFURN) - Director Report

Company director report

Dear Members Omfurn India Limited

(Formerly known as Omfurn India Private Limited)

Your Directors present the 22nd Annual Report (Second Report as a PublicListed Company) on the business and operations of Omfurn India Limited ("theCompany") along with the audited financial statements for the Financial Year endedMarch 31 2019.

1. FINANCIAL PERFORMANCE:

The financial performance of the Company during the year under review is summarisedbelow:

(in Lakhs)

Particulars 2018-19 2017-18
Revenue from Operations (A) 3500.53 3367.80
Expenditure
Production Costs 2607.34 2483.17
Employee Benefit Expenses 342.60 256.43
Administration and other Costs 205.22 220.41
Sub Total (B) 3155.16 2960.01
Profit (Loss) before Interest and Depreciation (A-B) 345.37 407.79
Finance Cost 143.83 72.36
Depreciation 187.44 85.34
Profit (Loss) before Tax 14.10 250.09
Tax Expenses 28.28 60.09
Profit(Loss) after Tax (14.18) 190.00
Add: Opening balance of profit and Loss Account 1262.57 1072.57
Balance Carried to Balance Sheet 1248.39 1262.57

2. COMPANY‘S PERFORMANCE REVIEW:

During the year under review the revenue from operations of the Company is 3500.53Lakhs as against 3367.80 Lakhs in the previous year-a growth of 3.94%. The Gross Profitratio is 23.97% as against 24.68% of the previous year. The Earnings before Interest Tax& Depreciation and Amortization is 10.07% as compared to 12.37%. The decline inprofitability ratios is on account of increase in Finance cost and Depreciation cost onaccount of new manufacturing facility started by the Company in the reporting financialyear. The Company's policy of product innovation and the range of new products alreadyintroduced would yield sustainable profitability in the long run.

3. DIVIDEND:

During the year under review the Directors have not recommended any dividend for theyear.

4. HOLDING SUBSIDIARIES AND ASSOCIATES:

The Company does not have any holding subsidiary and associate Company.

5. TRANSFER TO RESERVES:

During the year under review the Company has not transferred any amount to Reserves.

6. PARTICULARS OF LOANS GUARANTEE OR INVESTMENT UNDER SECTION 186 OF THECOMPANIES ACT 2013

Details of loans guarantees and investments covered under the provisions of Section186 of the Companies Act 2013 wherever applicable are given in the notes to financialstatements.

7. Credit Rating:

There were no changes in the Credit Rating of the Company as on 31st March 2019 theCredit ratings are as under: Long term: CRISIL BB+/Stable (Reaffirmed) Short term: CRISILA4+ (Reaffirmed)

8. OTHER DISCLOSURES UNDER THE COMPANIES ACT 2013: i. EQUITY SHARE CAPITAL:

During the year under review the Company has not allotted any equity shares. ii.EXTRACT OF THE ANNUAL RETURN:

Pursuant to sub-section 3(a) of Section 134 and sub-section (3) of Section 92 of theCompanies Act 2013 read with Rule 12 of the Companies (Management and Administration)Rules 2014 the extract of the Annual Return as at 31st March 2019 is annexedas "Annexure-A" to this Report and is also available on the website ofthe Company at www.omfurnindia.com iii. BOARD MEETINGS:

During the year under review the Board of Directors met 4 (four) times on 11thMay 2018 10th August 2018 2nd November 2018 and 8thFebruary 2019. The time gap between two Board meetings did not exceed 120 days.

The composition of the Board designation their attendance at the Meetings held duringthe period under review is given in the table below:

Name Designation No. of Board Meetings
Held Attended
Mr. Rajendra C Vishwakarma Managing Director 4 4
Mr. Mahendra C Vishwakarma Whole time Director & Chief 4 4
Financial Officer
Mr. Narendra C Vishwakarma Executive Director 4 4
Mr. Mahesh R Panchal Executive Director 4 3
Mr. Umesh M Desai Independent Director 4 4
Mr. Sudhir J Shah Independent Director 4 4
Mr. Parag S Edwankar Independent Director 4 2
Ms. Sonali M Gandre Independent Woman Director 4 2

iv. GENERAL MEETINGS:

During the year under review the Company did not hold any Extra Ordinary GeneralMeetings. v. COMMITTEES OF THE BOARD:

The Board had constituted various committees which are as follows: a. AuditCommittee:

The Company has constituted an Audit Committee as per the provisions of Section 177 ofthe Companies Act 2013 and Regulation 18 of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015. During the year the Audit Committee met four times i.e.on 11th May 2018 10th August 2018 2nd November 2018and 8th February 2019. The Committee presently comprises of three (3)Directors. The composition of the Audit Committee category of Members their attendanceat the Committee Meetings held during the period under review is given in the table below:

Name of Directors Designation No. of Board Meetings
Held Attended
Mr. Umesh Madhukar Desai - Non-Executive & 4 4
Chairman Independent Director
Mr. Sudhir Jayantilal Shah - Member Non-Executive & Independent 4 4
Director
Mr. Rajendra Chitbahal Managing Director 4 4
Vishwakarma - Member

The Role and powers of the committee are as under:

1) Overseeing the Company's financial reporting process and the disclosure of itsfinancial information to ensure that the financial statements are correct sufficient andcredible.

2) Recommending to the Board the appointment re-appointment and if required thereplacement or removal of the statutory auditor and the fixation of audit fees.

3) Approval of payment to statutory auditors for any other services rendered by thestatutory auditors.

4) Reviewing the annual financial statements before submission to the board forapproval with particular reference to: a. Matters required to be included in theDirectors Responsibility Statement in the Board's report in terms of clause (c) ofsub-section 3 of Section 134 of the Companies Act 2013. b. Changes if any in accountingpolicies and practices and reasons for the same. c. Major accounting entries involvingestimates based on the exercise of judgment by management. d. Significant adjustments madein the financial statements arising out of audit findings. e. Compliance with listing andother legal requirements relating to financial statements. f. Disclosure of any relatedparty transactions. g. Modified opinion(s) in the draft audit report.

5) Reviewing with the management the half yearly and annual financial statementsbefore submission to the board for approval.

6) Reviewing with the management the statement of uses / application of funds raisedthrough an issue (public issue rights issue preferential issue etc.) the statement offunds utilized for purposes other than those stated in the offerdocument/prospectus/notice and the report submitted by the monitoring agency monitoringthe utilization of proceeds of a public or rights issue and making appropriaterecommendations to the Board to take up steps in this matter.

7) Reviewing and monitoring the auditor's independence and performance andeffectiveness of audit process.

8) Approval of any transactions of the Company with Related Parties including anysubsequent modification thereof.

9) Scrutiny of inter-corporate loans and investments.

10) Valuation of undertakings or assets of the Company wherever it is necessary. 11)Evaluation of internal financial controls and risk management systems.

12) Reviewing with the management performance of statutory and internal auditors andadequacy of the internal control systems.

13) Reviewing the adequacy of internal audit function if any including the structureof the internal audit department staffing and seniority of the official heading thedepartment reporting structure coverage and frequency of internal audit.

14) Discussion with internal auditors on any significant findings and follow up thereon.

15) Reviewing the findings of any internal investigations by the internal auditors intomatters where there is suspected fraud or irregularity or a failure of internal controlsystems of a material nature and reporting the matter to the board.

16) Discussion with statutory auditors before the audit commences about the nature andscope of audit as well as post-audit discussion to ascertain any area of concern.

17) To look into the reasons for substantial defaults in the payment to the depositorsdebenture holders shareholders (in case of non-payment of declared dividends) andcreditors.

18) To review the functioning of the Whistle Blower mechanism in case the same exists.

19) Approval of appointment of CFO or any other person heading the finance function ordischarging that function after assessing the qualifications experience & backgroundetc. of the candidate.

20) To overview the Vigil Mechanism of the Company and take appropriate actions in caseof repeated frivolous complaints against any Director or Employee.

21) To implement Ind AS (Indian Accounting Standards) whenever required. 22)Monitoring the end use of funds raised through public offers and related matters.

The Audit Committee shall mandatorily review the following information:

1. Management Discussion and Analysis of financial condition and results of operations.

2. Statement of significant related party transactions (as defined by the AuditCommittee) submitted by management.

3. Management letters / letters of internal control weaknesses issued by the statutoryauditors.

4. Internal audit reports relating to internal control weaknesses.

5. The appointment removal and terms of remuneration of the chief internal auditorshall be subject to review by the audit committee.

23) Statement of deviations: a) Half yearly statement of deviation(s) including reportof monitoring agency if applicable submitted to stock exchange(s) in terms of Regulation32(1). b) Annual statement of funds utilized for purposes other than those stated in theoffer document/prospectus/ notice in terms of Regulation 32(7).

POWERS OF THE AUDIT COMMITTEE:

• Investigating any activity within its terms of reference;

• Seeking information from any employee;

• Obtaining outside legal or other professional advice; and

• Securing attendance of outsiders with relevant expertise if it considersnecessary. b. Stakeholder Relationship Committee:

The Company has constituted a Stakeholders Relationship Committee as per the provisionsof Section 178(5) of the Companies Act 2013 and Regulation 20 of the SEBI (ListingObligation and Disclosure Requirements) Regulation 2015.

During the year the Stakeholders Relationship Committee met four times i.e. on 11thMay 2018 10th August 2018 2nd November 2018 and 8thFebruary 2019. The Committee presently comprises of three (3) Directors. The compositionof the Stakeholders Relationship Committee category of Members their attendance at theCommittee Meetings held during the period under review is given in the table below:

Name of Directors Designation No. of Board Meetings
Held Attended
Mr. Sudhir Jayantilal Shah - Chairman Non-Executive & 4 4
Independent Director
Mr. Umesh Madhukar Desai - Member Non-Executive & Independent 4 4
Director
Mr. Rajendra Chitbahal Managing Director 4 4
Vishwakarma - Member

The Stakeholder Relationships Committee shall oversee all matters pertaining toinvestors of our Company. The terms of reference of the Investor Grievance Committeeinclude the following:

1. Redressal of shareholders'/investors' complaints;

2. Reviewing on a periodic basis the Approval of transfer or transmission of sharesdebentures or any other securities made by the Registrar and Share Transfer Agent;

3. Issue of duplicate certificates and new certificates on split/consolidation/renewal;

4. Non-receipt of declared dividends balance sheets of the Company; and

5. Carrying out any other function as prescribed under the SEBI (Listing Obligation andDisclosure Requirements) Regulations 2015.

The details of Investors‘complaints received and resolved during the FinancialYear 2018-19 are as under:

No. of Investors' Complaints received during the year 2018-19 No. of Investors' Complaints resolved during the year 2018-19 No. of Investors' Complaints pending as on 31st March 2019
0 0 0

c. Nomination and Remuneration Committee:

The Company has constituted a Nomination and Remuneration Committee as per theprovisions of Section 178 of the Companies Act 2013 and Regulation 19 of the SEBI(Listing Obligation and Disclosure Requirements) Regulations 2015. The Committeepresently comprises of following three (3) Directors:

Name of the Director Status Nature of Directorship
Mr. Parag Shrikrishna Edwanakar Chairman Non-Executive & Independent Director
Mr. Sudhir Jayantilal Shah Member Non-Executive & Independent Director
Mr. Umesh Madhukar Desai Member Non-Executive & Independent Director

ROLE OF THE COMMITTEE:

Role of Nomination and Remuneration Committee are as under: a) Formulation of thecriteria for determining qualifications positive attributes and independence of adirector and recommend to the Board of Directors a policy relating to the remuneration ofthe directors Key Managerial Personnel and other associates. b) Formulation of criteriafor evaluation of performance of Independent Directors and the Board of Directors. c)Devising a policy on diversity of Board of Directors. d) Identifying persons who arequalified to become directors and who may be appointed in senior management in accordancewith the criteria laid down and recommend to the Board of Directors their appointment andremoval. e) Whether to extend or continue the term of appointment of the IndependentDirector on the basis of the report of performance evaluation of Independent Directors.f) Such other matters as may from time to time be required by any statutory contractualor other regulatory requirements to be attended to by such committee.

vi. CHANGES IN NATURE OF BUSINESS:

There has been no change in the nature of business of the Company during the financialyear ended March 31 2019.

vii. RELATED PARTY TRANSACTIONS:

All the Related Party Transactions entered into are in the ordinary course of businessand at arm's length basis and are in compliance with the applicable provisions of theCompanies Act 2013 and SEBI Listing Regulations. Omnibus approval is given by AuditCommittee for the transactions which are foreseen and are repetitive in nature. Astatement of all Related Party Transactions is presented before the Audit Committee andthe Board on a quarterly basis specifying the nature value and terms and conditions ofthe transactions. The said transactions were unanimously approved by the Audit Committeeas well as by the Board.

There were no material contracts or arrangements with related parties during the yearunder review. Accordingly no transactions are being reported in FORM AOC-2 inaccordance with Section 134(3)(h) of the Companies Act 2013 and Rule 8(2) of theCompanies (Accounts) Rules 2014.

9. WHISTLE BLOWER POLICY/VIGIL MECHANISM:

In compliance with the requirement of the Companies Act 2013 and SEBI ListingRegulations the Company has established a Whistle Blower Policy / Vigil Mechanism Policyand the same is placed on the web site of the Company viz. www.omfurnindia.com A fraud andcorruption free environment in a Company is the objective and in view of that a VigilMechanism (Whistle Blower) Policy has been adopted by the Board for Directors andemployees which is uploaded on the website of the company www.omfurnindia.com pursuant tothe provisions of section 177(9) & (10) of the Companies Act 2013. No complaint ofthis nature has been received by the Audit Committee during the year under review.

10. STATUTORY AUDITORS THEIR REPORT AND NOTES TO FINANCIAL STATEMENTS AND FRAUD IFANY:

M/s Mehta Bharat & Associates Chartered Accountants (ICAI Firm Registration No.106192W) were the Statutory Auditors of the Company whose term is up to conclusion of theensuing Annual General Meeting (AGM) of the Company.

As recommended by the Audit Committee the Board of Directors at its meeting held onMay 8 2019 appointed M/s C B Mehta & Associates Chartered Accountants (ICAI FirmRegistration No. 124978W) as Statutory Auditors of the Company for a period of two (2)years i.e. to hold the office till the conclusion of 24th AGM.

Further the report of the Statutory Auditors along with the notes is enclosed with thefinancial statements. The observations made in the Auditors' Report which containsunmodified opinion are self-explanatory and does not contain any qualification/modifiedopinion. Therefore it does not call for any further comments.

Reporting of Fraud

During the year under review the Statutory Auditors have not reported any instance offraud committed in the Company by its officers or employees to the Audit Committee underSection 143(12) of the Act the details of which needs to be mentioned in the report.

11. SECRETARIAL AUDITOR:

Pursuant to Section 204 of the Companies Act 2013 the Board of Directors had appointedMr. Prashant S. Mehta Practicing Company Secretary to undertake the Secretarial Audit ofthe Company for the period 2018-19. The Secretarial Audit Report is attached to thisreport as "Annexure-B". The Secretarial Audit Report does not contain anyqualification reservation adverse remark. Therefore it does not call for any furthercomments.

12. UPDATES ON BOARD OF DIRECTORS/KEY MANAGERIAL PERSONNEL (KMP):

a) PERFORMANCE EVALUATION:

In compliance with the Companies Act 2013 and SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 the annual evaluation has been carried out bythe Board of its own performance of its committees and Directors by way of individual andcollective feedback from Directors. The Directors expressed their satisfaction with theevaluation process.

b) DIRECTORS AND KEY MANAGERIAL PERFORMANCE:

The Composition of the Board of Directors and Key Managerial Personnel are as follow:

Name Designation
Mr. Rajendra C Vishwakarma Managing Director
Mr. Mahendra C Vishwakarma Whole time Director & Chief Financial Officer
Mr. Narendra C Vishwakarma Executive Director
Mr. Mahesh R Panchal Executive Director
Mr. Umesh M Desai Independent Director
Mr. Sudhir J Shah Independent Director
Mr. Parag S Edwankar Independent Director
Ms. Sonali M Gandre Independent Woman Director
Ms. Dhara P Shah Company Secretary

During the year under review there were no changes in the Composition of Board ofDirectors.

The Company has received declarations of Independence pursuant to Section 149(7) ofthe Companies Act 2013 from all the Independent Directors of the Company confirming thatthey meet the criteria of Independence as prescribed under Section 149(6) of the CompaniesAct 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.

RETIREMENT OF DIRECTOR BY ROTATION:

Pursuant to the provisions of Section 152 of the Companies Act 2013 Mr. Narendra CVishwakarma (DIN: 00103447) Director is liable to retire by rotation at the ensuingAnnual General Meeting and being eligible he has offered himself for re-appointment.Accordingly the proposal for his re-appointment has been included in the Notice conveningthe 22nd Annual General Meeting of the Company.

A brief resume of Mr. Narendra C Vishwakarma seeking re-appointment is enclosedconsisting nature of expertise in specific functional areas and name of companies in whichthey hold directorship and/or membership/ chairmanships of committees of the respectiveBoards shareholding and relationship between directorship inter-se as stipulated underReg. 36(3) of the SEBI (LODR) Regulations 2015 are given in the section of notice of AGMforming part of the Annual Report.

a) CODE OF CONDUCT:

The Company has formulated a code of conduct for Board of Directors and SeniorManagerial Personnel. The confirmation of compliance of the same is obtained from allconcerned on an annual basis. All Board Members and Senior Managerial Personnel have giventheir confirmation of compliance for the year under review. The code of conduct forDirectors and Senior Managerial Personnel is also placed on the website of the Companyviz. www.omfurnindia.com.

b) FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS:

The Company proactively keeps its Directors informed of the activities of the Companyits management operations and provides an overall industry perspective as well as issuesfaced by the industry. The Policy on Familiarization Programme adopted by the Board anddetails of the same are available on the Company's website under the Investors Relationssection at www.omfurnindia.com.

13. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Management Discussion and Analysis Report as required under Schedule V of the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 forms part of thisreport and is attached as "Annexure-C".

14. DEPOSITS:

As per Section 73 of the Companies Act 2013 the Company has not invited/ accepted anydeposits from the public during the year ended March 31 2019.

15. CORPORATE SOCIAL RESPONSIBILITY:

The provisions of Section 135 of the Companies Act 2013 relating to Corporate SocialResponsibility is not applicable to the Company as the Company does not fall under thecriteria prescribed.

16. CORPORATE GOVERNANCE:

Since the Company's securities are listed on SME Emerge Platform of National StockExchange of India Limited by virtue of Regulation 15 of SEBI (Listing Obligation &Disclosure Requirements) Regulation 2015 the compliance with the corporate governanceprovisions as specified in Regulations 17 to 27 and clauses (b) to (i) of sub-regulation(2) of regulation 46 and Para C D and E of Schedule V are not applicable to the Company.Hence corporate governance does not form part of this Boards' Report.

17. INTERNAL FINANCIAL CONTROL WITH REFERENCE TO FINANCIAL STATEMENTS:

The Company has adequate internal financial control procedure commensurate with itssize and nature of business. These controls include well defined policies guidelinesstandard operating procedure authorization and approval procedures. The internalfinancial control of the company are adequate to ensure the accuracy and completeness ofthe accounting records timely preparation of reliable financial information preventionand detection of frauds and errors safeguarding of the assets and that the business isconducted in an orderly and efficient manner.

18. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALSIMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE:

During the year under review there have been no such significant and material orderspassed by the regulators or courts or tribunals impacting the going concern status andcompany's operations in future.

19. RISK MANAGEMENT:

The Company has developed and implemented a Risk Management Policy which identifiesmajor risks which may threaten the existence of the Company. The same has also beenadopted by the Board and is also subject to its review from time to time.

20. DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION& REDRESSAL) ACT2013 :

In line with the requirements of the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013 the Company has set up ComplaintsCommittee at its workplaces. No complaints have been received during the Financial Year2018-19.

21. CODE OF CONDUCT FOR THE PREVENTION OF INSIDER TRADING

The Board of directors has adopted the code of Internal Procedures and Conduct forregulating monitoring and reporting trading by designated persons in accordance with theSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015. The said codelays down guidelines and procedures to be followed and disclosures to be made whiledealing with the securities of the Company. The Code of fair disclosure of unpublishedprice sensitive information is available on the Company's website under the InvestorsRelations section at www.omfurnindia.com.

22. PARTICULARS OF EMPLOYEE:

The Company has no employee who is in receipt of remuneration of Rs.850000/-per monthor Rs.10200000/ - per annum and hence the Company is not required to give informationunder Sub Rule 2 and 3 of Rule 5 of Companies (Appointment and Remuneration of ManagerialPersonnel) Rules2014.

Disclosure under Rule 5 of Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 are disclosed in "Annexure D"

23. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO:

A. CONSERVATION OF ENERGY:

(a) Steps taken or impact on conservation of energy;

The Company had strict control systems to monitor day to day power consumption. It alsoensured optimal use of energy with minimum extent of wastage as far as possible. The dayto day consumption is monitored in an effort to save energy and control cost. The Companyhas achieved a reduction in energy consumption with the use of transparent insulated rooftop.

(b) Steps taken by the company for utilising alternate sources of energy;

With the setup of Solar Plant at the new unit at Umbergaon factory the Company wasable to reduce energy consumption to a larger extent. This has resulted in savings in costby use of alternate source of energy. This investment in Solar Plant has helped theCompany to generate electricity as an alternate source of energy and reduce electricitycost incurred in factory to a great extent.

B. TECHNOLOGY ABSORPTION:

(i) Efforts made towards technology absorption:

The Company is continuously updating itself to standardize and install requiredmachinery for manufacturing and quality control. The company has installed machinery atits new manufacturing unit at Umbergaon Factory.

(ii) Benefits derived like product improvement cost reduction product development orimport substitution; High quality standards helps in maintaining a better image in themarket and has helped in improving the marketability of the products. There is acomprehensive quality control to ensure that the Company's products meet internationalstandards.

(iii) In case of imported technology:

(a) Details of technology imported and year of Import;

During the year under review the Company has not imported any technology. (b) Whetherthe technology been fully absorbed;

The Company has started production at the existing plot at GIDC Umbergaon tomanufacture door frames shutters predominantly for the real estate sector.

(c) If not fully absorbed areas where absorption has not taken place and the reasonsthereof; - Not Applicable.

(iv) Expenditure incurred on Research and Development:

During the year under review the Company has not incurred any expenses towardsResearch and Development.

C. FOREIGN EXCHANGE EARNINGS AND OUTGO:

The details of foreign exchange earnings and outgo are as under:

Particulars 2018-2019
Foreign Exchange Earned NIL
Foreign Exchange used for Import Purchase and Capital Goods 225.39

24. REVIEW OF A STATEMENT ON THE USAGE OF THE PROCEEDS OF THE ISSUE:

The Company had allotted 1812000 equity shares of face value of Rs 10/ - each at anissue price of Rs. 23/ -each (including share premium of Rs 13/- each) through InitialPublic Offering (IPO) pursuant to Regulation 32(8) of the SEBI (Listing obligations andDisclosure Requirements) Regulation 2015 we hereby state that there is no deviation(s)or variation(s) in utilizing of public issue proceeds and the fund raised from the abovesaid issue have been fully utilized for the purpose for which they were issued.

The above statement(s) has been placed before the Audit committee on 8thMay 2019 for review and has been approved by the Audit committee.

25. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the requirements under Section 134 (3) (c) of the Companies Act 2013 withrespect to Directors' the Directors state that: a. In the preparation of the AnnualAccounts for the period ended March 31 2019 the applicable accounting standards havebeen followed along with proper explanation relating to material departures; b. TheDirectors have selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the Company at the end of the financial year and of the loss ofthe Company for that period; c. The Directors have taken proper and sufficient care forthe maintenance of adequate accounting records in accordance with the provisions of thisAct for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities; d. The Directors have prepared the Annual Accounts on a goingconcern basis; and e. The Directors have devised proper systems to ensure compliance withthe provisions of all applicable laws and that such systems were adequate and operatingeffectively.

26. MATERIAL CHANGES AND COMMITMENTS IF ANY

In terms of Section 134(3)(l) of the Companies Act 2013 there are no material changesand commitments which could affect the Company's financial position have occurred betweenthe end of the financial year of the Company and date of this report.

27. ACKNOWLEDGEMENTS:

Your Directors take this opportunity to place on record their appreciation and sinceregratitude to the Banker and other authorities to the Company for their valuable supportand look forward to their continued co-operation in the years to come.

Your Directors acknowledge the support and co-operation received from the employees andall those who have helped in the day to day management.

FOR OMFURN INDIA LIMITED

RAJENDRA C. VISHWAKARMA

CHAIRMAN & MANAGING DIRECTOR

DIN 00091492

Date: May 8 2019

Place: Mumbai