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Optiemus Infracom Ltd.

BSE: 530135 Sector: Others
NSE: OPTIEMUS ISIN Code: INE350C01017
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(4.94%)
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OPEN 25.50
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VOLUME 395
52-Week high 59.90
52-Week low 14.90
P/E
Mkt Cap.(Rs cr) 219
Buy Price 25.50
Buy Qty 243207.00
Sell Price 24.00
Sell Qty 10.00
OPEN 25.50
CLOSE 24.30
VOLUME 395
52-Week high 59.90
52-Week low 14.90
P/E
Mkt Cap.(Rs cr) 219
Buy Price 25.50
Buy Qty 243207.00
Sell Price 24.00
Sell Qty 10.00

Optiemus Infracom Ltd. (OPTIEMUS) - Director Report

Company director report

Dear Members

The Directors of your Company are pleased to present the 26th AnnualReport on the business and operations of the Company along with the Audited AnnualAccounts for the financial year ended 31st March 2019.

1. FINANCIAL SYNOPSIS:

Key aspects of Financial Performance of the Company for the year ended31st March 2019 are tabulated below inter-alia pursuant to the Companies(Accounts) Rules 2014.

The consolidated performance of the Company and its subsidiaries hasalso been set out herein and wherever required.

(INR in Lacs except EPS)

Particulars Standalone Consolidated
Year ended on 31.03.2019 Year ended on 31.03.2018 Year ended on 31.03.2019 Year ended on 31.03.2018
Revenue from Operations 40107 61032 119597 72236
Total Expenses 45235 58615 129731 71609
Profit before Exceptional & Extraordinary Items and Tax 187 3654 (3822) 2239
Exceptional Items - - - -
Profit/(Loss) from associates and Joint Venture - - (86) 0.19
Profit Before Tax 187 3654 (3908) 2239
Tax Expense:
(1) Current Tax 233 1299 233 1301
(2) Deferred Tax (241) (43) 121 (608)
(3) Taxation Adjustment of previous year (net) (26) (71) (121) (81)
Minority Interest - - 3 (456)
Profit After Tax 222 2469 (5940) 1386
Earnings per equity share 0.27 2.87 (7.21) 1.61

2. INFORMATION ON STATE OF AFFAIRS OF THE COMPANY

The standalone gross revenue from operations declined by 34.29% fromINR 61032 Lacs (FY 2017-18) to INR 40107 Lacs during the year. Profit after tax("PAT") decreased to INR 222 Lacs during FY 2018-19 from INR 2469 Lacs in FY2017-18. In view of decrease in PAT Earning per share also decreased from INR 2.87 to INR0.27. Detailed information on state of affairs of the Company is given in ManagementDiscussion and Analysis Report forming part of this report.

3. TRANSFER TO RESERVES

Your Directors do not propose to transfer any amount to the generalreserve and entire amount of profit for the year forms part of the ‘RetainedEarnings'.

4. DIVIDEND

The Board is of opinion that the Company should utilize its fundstowards the operations to accelerate the growth rate. Accordingly the Board does notrecommend any dividend payment for the year 2018-19.

5. DEPOSITS

During the year your Company has not accepted any deposits within themeaning of the provisions of Section 73 of the Companies Act 2013 and rules madethereunder.

6. CHANGE IN THE NATURE OF BUSINESS

There was no change in the nature of business of the Company during thefinancial year 2018-19.

7. MATERIAL CHANGES AND COMMITTMENT

The Board of Directors in its meeting dated 6th June 2019 subject tothe approval of shareholders approved to sell dispose hive-off and / or transfer the"Rental Division" Business of the Company to its wholly owned subsidiary company(under incorporation) as a 'going concern' on slump exchange basis under the provisionsof Section 180 (1) (a) read with Section 188 of the Companies Act 2013.

Except above there was no other material changes affecting thefinancial position of the Company occurred between the end of the financial year to whichthis financial statements relate and the date of this Report.

8. NOMINATION AND REMUNERATION POLICY

In adherence of Section 178(1) of the Companies Act 2013 the Board ofDirectors of the Company has approved a policy on Directors' appointment andremuneration including criteria for determining qualifications positive attributesindependence of a Director and other matters provided u/s 178(3) based on therecommendations of the Nomination and Remuneration Committee. Extract of Nomination andRemuneration Policy of the Company is given in Annexure–1 forming the part ofthis Report. The Policy is also available on the website of the Company and can beaccessed under the web link https:/ /www.optiemus.com/investors.html.

9. EXTRACT OF ANNUAL RETURN

The extract of Annual Return as provided under sub-section (3) ofSection 92 of the Companies Act 2013 in the prescribed Form MGT-9 is annexed to thisReport as Annexure -2. Also Annual Return as referred to in sub-section 3 ofSection 134 of Company's Act 2013 will be placed on Company's website underweb-link https://www.optiemus.com/investors.html.

10. NUMBER OF MEETINGS OF THE BOARD

There were 10 (Ten) meetings of the Board held during the year. TheMaximum gap between the two meetings did not exceed 120 days. Detailed information onBoard Meetings is given in Corporate Governance Report.

Further during the year a separate meeting of the IndependentDirectors of the Company was held on 6th March 2019 to discuss and review theperformance of all other Non-Independent Directors Chairperson of the Company and theBoard as a whole and for reviewing and assessing the matters as prescribed under ScheduleIV of Companies Act 2013 and Regulation 25(4) of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015.

11. DIRECTORS' RESPONSIBILITY STATEMENT

In pursuance to clause (c) of sub section (3) of Section 134 of theCompanies Act 2013 to the best of their knowledge and belief the Directors of yourCompany hereby confirm that:

(i) in the preparation of the annual accounts the applicableaccounting standards had been followed along with proper explanation relating to materialdepartures;

(ii) the Directors had 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 profit and loss of the Company for that period; (iii) theDirectors had taken proper and sufficient care for the maintenance of adequate accountingrecords in accordance with the provisions of this Act for safeguarding the assets of theCompany and for preventing and detecting fraud and other irregularities; (iv) theDirectors had prepared the annual accounts on a going concern basis;

(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 provisions of all applicable laws and that such systems were adequate and operatingeffectively.

12. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186OF THE

COMPANIES ACT 2013

Pursuant to the provisions of Section 186 of the Companies Act 2013details of Investments made Loans given and Guarantee given falling under the provisionsof Section 186 of the Companies Act 2013 are given under Note No. 5a 5b 9e and 28c ofthe notes to standalone financial statements.

13. RISK MANAGEMENT FRAMEWORK

Your Company has taken necessary steps for risk management includingidentifying risk which may threaten the existence/operations of the Company.

14. CORPORATE SOCIAL RESPONSIBILITY

Pursuant to Section 135 of the Companies Act 2013 read with theCompanies (Corporate Social Responsibility Policy) Rules 2014 your Company approved apolicy on CSR which is also hosted on Company's website under web linkhttps://www.optiemus.com/investors.html.

The detailed report on CSR is attached as Annexure-3 to thisreport.

15. DISCLOSURE ON ESTABLISHMENT OF VIGIL MECHANISM

Section 177(9) of the Companies Act 2013 and Regulation 22 of SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015inter alia providesfor a mandatory requirement for all Listed Companies to establish a mechanism called‘Whistle Blower Policy' for Directors and Employees to report to the managementinstances of unethical behavior actual or suspected fraud or violation of theCompany's code of conduct.

In compliance of the above requirements your Company has established aVigil (Whistle Blower) Mechanism and formulated a Policy which aims to provide a channelto the Directors and Employees to report genuine concerns about unethical behavior actualor suspected fraud or violation of the

Codes of Conduct or policy.The Vigil (Whistle Blower) Mechanism aims toensure that the Company is committed to adhere to the highest standards of ethical moraland legal conduct of business operations and in order to maintain these standards theCompany encourages its employees who have genuine concerns about suspected misconduct tocome forward and express these concerns without fear of punishment or unfair treatment.

Further your Company hereby affirms that no Director/employee havebeen denied access to the Chairman of the Audit Committee and that no complaints werereceived during the year.

The Policy is hosted on the Company's website www.optiemus.comunder web link https:// www.optiemus.com/investors.html.

16. DIRECTORS & KEY MANAGERIAL PERSONNEL a. Inductionre-appointment and resignation

The following changes took place in the composition of Board ofDirectors and Key Managerial Personnel of the Company during the year under review:

During the year under review on the recommendation of Nomination andRemuneration Committee the Board appointed Mr. Neetesh Gupta (DIN: 00030782) as anAdditional Director (Non-Executive) of the Company with effect from 12thOctober 2018 to hold the office upto the date of ensuing Annual General Meeting.Accordingly he will hold office upto the date of ensuing AGM. The Company has receivedrequisite notice from a member under Section 160 of the Companies Act 2013 proposing theappointment of Mr. Neetesh Gupta as Director liable to retire by rotation.Based upon therecommendation of Nomination and Remuneration Committee Board recommends his appointmentas a Director liable to retire by rotation.

The term of 5 years of Mr. Ashok Gupta (DIN: 00277434) Whole-timeDirector designed as Executive Chairman of the Company will be expired on March 31 2020.Accordingly the Board of Directors upon the recommendation of the Nomination andRemuneration Committee in its Meeting held on 30th August 2019 approved there-appointment of Mr. Ashok Gupta Whole-time Director designated as Executive Chairmanfor a period of further 3 (Three) years with effect from 01stApril 2020 to 31stMarch 2023. The re-appointment is subject to approval of the shareholders inensuing general meeting.

In accordance with Section 152(6) of the Companies Act 2013 theperiod of office of at least two-third of total Directors of the Company shall be liableto retire by rotation out of which atleast one-third Directors shall retire at everyAnnual General Meeting. Hence this year Mrs.Renu Gupta (DIN: 00030849) retires from theBoard by rotation and being eligible offers herself for reappointment. The Boardrecommends her re-appointment.

The details of Directors being recommended for re-appointment asrequired under SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015and Secretarial Standard-2 are contained in the Notice of ensuing Annual General Meetingof the Company.

Appropriate resolutions seeking shareholders' approval to theappointment/re-appointment of Directors are included in the Notice of Annual GeneralMeeting.

Mr. Anoop Singhal Chief Financial Officer and Key Managerial Personnelhas resigned from the Company w.e.f. 16th February 2019. The Board ofDirectors placed on record their appreciation for the contribution made by him during histenure. Thereafter the Board in its meeting dated 24th

April 2019 appointed Mr. Parveen Sharma as the Chief Financial Officerand Key Managerial Personnel of the Company in place of Mr. Singhal.

None of the Whole-time Key Managerial Personnel (KMP) of the Company isholding office in any other Company as a Key Managerial Personnel.

Further none of the Directors/KMP of the Company is disqualified underany of the provisions of the Companies Act 2013 and relevant Regulations of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 b. Declaration byIndependent Directors

The Company has received a Certificate of Independence from allIndependent Directors inter-alia pursuant to Section 149 of the Companies Act 2013confirming and certifying that they meet the criteria of independence as provided inSection 149 and Regulation 16 & 25 of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015. c. Inter-se relationship of Directors

Mrs. Renu Gupta and Mr. Neetesh Gupta Non-Executive Directors and Mr.Ashok Gupta Executive Chairman are inter-related where in Mr. Neetesh Gupta is son ofMr. Ashok Gupta and Mrs. Renu Gupta. No relationship exist between other Directors/KMP.

d. Selection and Appointment of Directors

The charter of Nomination and Remuneration Committee of the Boardempowers it to review the structure size composition and diversity of the Boardevaluation of existing skills defining gaps and making necessary recommendations to theBoard. e. Board Evaluation

The Companies Act 2013 and the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 requires the Annual Report to disclose themanner in which formal annual evaluation of the Board its Committee and individualDirectors is done and evaluation criteria thereof. Performance evaluation criteria forBoard Committees of the Board and Directors are placed on the Company's websitewww.optiemus.com under the web link https:// www.optiemus.com/investors.html as a part ofCompany's Nomination and Remuneration Committee Policy.

Manner in which said evaluation was made by the Board is given below:

Based on the criteria a structured questionnaire wasprepared after taking into consideration inter-alia the inputs received from the Directors(except for the Director being evaluated) for the year under review. The structuredquestionnaire covered various aspects of the Board's functioning such as strategicalignment and direction engagement alignment composition and structure dynamics andculture ethical leadership and corporate citizenship support to the Board Committeesevaluation and self-evaluation etc.

The ratings for Non-Independent Directors were given by theIndependent Directors at a separate meeting convened by them. The ratings for IndependentDirectors were given by all the Directors excluding the Independent Director beingevaluated. The evaluation for performance of Committees was given by the entire Board.

A consolidated summary of the ratings given by each of theDirectors was then prepared separately for Independent & Non-Independent Directorsbased on which a report on performance evaluation was prepared in respect of theperformance of the Board Directors individually and Committee(s).

The report on performance evaluation of Non IndependentDirectors so arrived at was then noted and discussed by the Nomination and RemunerationCommittee.

The performance evaluation of Individual Directors including Chairmanof the Board was done in accordance with the provisions of the Companies Act 2013 andListing Regulations and also based on the structured questionnaire mentioned above.

f. Familiarization programme for Independent Directors

SEBI (Listing Obligations and Disclosure Requirement) Regulations 2015and the applicable provisions of Companies Act 2013 requires conduction offamiliarization programme of the Independent Directors. On these lines Board has alwaysendeavored to keep Independent Directors updated about the latest happenings in theCompany Industry and legal framework for which Periodic Familiarization Programmes areconducted for the Directors about nature of industry Business Model roles rightsresponsibilities of Independent Directors Update on amendments in SEBI (ListingObligations and Disclosure Requirements) Regulations SEBI (Prohibition of InsiderTrading) Regulations SEBI (Depositories and Participants) Regulations Guidelines issuedby SEBI regarding Board evaluation and its applicability to the Company etc.

17. PARTICULARS OF EMPLOYEES AND OTHER DISCLOSURES

Disclosures pertaining to remuneration and other details as requiredunder Section 197(12) of the Companies Act 2013 read with Rule 5 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 are provided in Annexure-4 forming part of the Annual Report.

18. AUDITORS

a) Statutory Auditors

At the 24thAnnual General Meeting held on 8th December2017 the shareholders approved the appointment of M/s Mukesh Raj & Co. CharteredAccountants (Firm Registration No. 016693N) as Statutory Auditors of the Company untilthe conclusion of 29th Annual General Meeting to be held in the year 2022subject to ratification by the shareholders every year.

Pursuant to the amendments made to Section 139 of the Companies Act2013 by the Companies (Amendment) Act 2017 effective from 7th May 2018 therequirement of seeking shareholders' approval for ratification of appointment ofStatutory Auditors has been withdrawn and accordingly the Notice of the 26th AnnualGeneral Meeting does not include the proposal for seeking shareholders' approval forratification of Statutory Auditors' appointment. The Company has received certificateof eligibility from M/s. Mukesh Raj & Co in accordance with the provisions of theCompanies Act 2013 and rules made thereunder and a confirmation that they continue tohold valid peer review certificate as required under Listing Regulations.

The adverse remark contained in Statutory Auditors' Report for thefinancial year 2018-19 and the Company's reply thereto is as follows:

Adverse Remark Company Reply
The remuneration paid by the Company to its Directors during the year is not in accordance with the provisions of Section 197 of the Act. During the last couple of years the Indian Telecom industry has been going through a set of unprecedented circumstances and as a result of this industry upheaval the standalone revenue of the Company dropped to an unforeseen level and the Profit before tax registered an unexpected decline of 94.88% over the previous year. Owing to the above factors the financial performance of the Company in the financial year ended 31st March 2019 did not meet expectations.
As a result the remuneration paid to Mr. Ashok Gupta and Mr. Hardip Singh for the financial year 2018-19 exceeded the limits specified under Section 197 of the Companies Act 2013 (the Act) read with Schedule V thereto. Pursuant to Section 197(10) of the Act the members of the Company can waive the recovery of excess remuneration by passing a special resolution therefore resolutions seeking approval of shareholders for waiver of such excess remuneration paid has been proposed in the notice of the Annual General Meeting forming part of this Report.

Further the observations of Statutory Auditors in its reports onstandalone and consolidated financials are self-explanatory and therefore do not call forany further comments. The Auditors' Report is enclosed with the financial statementsin this Annual Report. The Auditors did not report any fraud during the year.

M/s Mukesh Raj & Co Chartered Accountants have certified that theCompany has complied with the mandatory requirements of Corporate Governance as stipulatedin Listing Regulations. The same is annexed to this report as Annexure -5.

b) Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act 2013read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 and as a measure of good Corporate Governance practice the Company appointedM/s S.K. Batra & Associates Company Secretaries to undertake the Secretarial Auditof the Company. Secretarial Audit Report for the financial year 2018-19 as given by M/sS.K.Batra & Associates in the prescribed form MR-3 is annexed to this Report as Annexure-6.

The Adverse remarks contained in Secretarial Audit Report for the yearunder review and Company's reply thereto are as follows:

Adverse Remark Company Reply
Managerial Remuneration has been paid in excess of the limits prescribed in section 197 of the Companies Act 2013 read with Schedule V of the Act although the Company is in process of obtaining approval from the shareholders at the ensuing Annual General Meeting for waiver of excess managerial remuneration paid during the FY 2018-19 During the last couple of years the Indian Telecom industry has been going through a set of unprecedented circumstances and as a result of this industry upheaval the standalone revenue of the Company dropped to an unforeseen level and the Profit before tax registered an unexpected decline of 94.88% over the previous year.
Owing to the above factors the financial performance of the Company in the financial year ended 31st March 2019 did not meet expectations and it is possible that the Company may also have inadequate profits in coming years. As a result of the above the remuneration paid to Mr. Ashok Gupta and Mr. Hardip Singh for the financial year 2018-19 exceeded the limits specified under Section 197 of the Companies Act 2013 (the Act) read with Schedule V thereto. Pursuant to Section 197(10) of the Act the members of the Company can waive the recovery of excess remuneration by passing a special resolution therefore resolutions seeking approval of shareholders for waiver of such excess remuneration paid has been proposed in the notice of the Annual General Meeting forming part of this Report.
The Company has not expended any amount towards CSR activities as per the provisions of Section 135 of the Act. However in accordance with Section 134(3)(o) of the Act the Company has disclosed all the relevant information about its CSR Policy and its implementation including the reasons of non- spending. The Company could not spend requisite amount towards CSR activities as the Company don't have liquid cash due to drop down of standalone revenue of the Company to an unforeseen level. Once the financial position become stable the company will ensure to spend requisite amount as per Section 135 of the Companies Act 2013. Further the Company has disclosed all the relevant information about its CSR Policy and its implementation including the reasons of non-spending of requisite amount in the annexure forming part of this Report.
Annual Financial Results of the Company for the quarter ended 31st March 2019 was filed after the due date i.e. 30.05.2019 as the Board Meeting was adjourned due to lack of quorum. However necessary disclosures/ intimations in this regard were given by the Company to Stock Exchanges and shareholders. The Company has always been meticulous in complying with the SEBI Regulations but the submission of financial results for the quarter ended 31st March 2019 got delayed due to unavoidable circumstances i.e. Due to lack of quorum the scheduled meeting dated 30.05.2019 was adjourned automatically on 06.06.2019 as per the provisions of Section 174 (4) of the Companies Act 2013. Necessary disclosures/intimations in this regard were given by the Company to Stock Exchanges and shareholders.

Annual Secretarial Compliance Report

A Secretarial Compliance Report for the financial year ended 31stMarch 2019 on compliance of all applicable SEBI Regulations and circulars/guidelinesissued thereunder was obtained from M/s S.K. Batra & Associates Secretarial Auditorsand submitted to both the Stock Exchanges i.e. NSE and BSE.

c) Cost Auditor

Maintaining cost records as specified by the Central Government underSection 148 (1) of the Companies Act 2013 is not applicable on the Company. Therefore noCost Auditor was appointed by the Board of the Company.

19. DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE(PREVENTION PROHIBITION AND REDRESSAL) ACT 2013

The Company has in place an Anti-Sexual Harassment Policy in line withthe requirementsinter-alia of "The Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013". An Internal Committee has beenset up to consider and redress all the complaints received regarding sexual harassment.All employees (permanent contractual temporary and trainees) are covered under thispolicy.

The following is a summary of sexual harassment complaints received anddisposed-off during the Financial Year 2018-19:

• No. of complaints received Nil
• No. of complaints disposed-off N.A.

20. PARTICULARS OF CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION ANDFOREIGN

EXCHANGE EARNINGS AND OUTGO

Conservation of Energy

Considering the nature of business of the Company energy does not forma significant portion of the cost for the Company yet wherever possible and feasiblecontinuous efforts are being put for conservation of energy and minimize power cost.However Capital expenditure on energy conservation equipment is not required keeping inview the normal energy consumption in the business activity of the Company. Various Stepsare being taken for conservation of energy and using alternate sources of energy to namea few:

Advocating switching off of lights and ACs when notrequired turning off of PCs when not in use setting higher temperatures on airconditioners etc. to reduce consumption.

Installed various energy saving electrical devices forsaving energy.

Puts control on usage of other electrical equipment's.

Technology absorption

Taking into consideration the nature of Business of Company notechnology is being used.

Foreign exchange earnings and Outgo

The Company has continued to maintain focus on and avail of exportopportunities based on economic considerations.

Foreign Exchange Earning & Outgo details are as follows:

Foreign Exchange details* As on 31st March 2019
(INR in Lacs)
Foreign Exchange Earnings (A) 3630
(Including deemed exports & sales through export houses)
Foreign Exchange Outgo (B) 7413
Net Foreign Exchange Earnings (A-B) (3783)

*The Figures are on receipt/payment basis.

21. SUBSIDIARIES

Subsidiaries acquired

During the year under review Troosol Enterprises Private Limited("Troosol") has become the subsidiary of the Company.

Subsidiaries sold/liquidated

During the year under review the following Companies ceased to beSubsidiaries of the Company:

1. Teleecare Network India Private Limited ("Teleecare")– due to decrease in shareholding of Optiemus Infracom Limited in Teleecare as aresult of non-subscription in right issue made by Teleecare

Also the following four subsidiaries of Teleecare has been ceased tobe step down subsidiaries of Optiemus Infracom Limited:

a. International Value Retail Private Limited; b. MPS Telecom RetailPrivate Limited;

c. GDN Enterprises Private Limited; d. Teleecare Network (BD) PrivateLimited;

As on 31st March 2019 the Company has 4 (Four) unlistedSubsidiary Companies namely:

1. Optiemus Electronics Limited;

2. FineMS Electronics Private Limited;

3. Optiemus Infracom (Singapore) Pte Limited and

4. Troosol Enterprises Private Limited

As on 31st March 2019 the Company have to 1 (One)Associate Company viz. Teleecare Network India Private Limited.

In accordance with the provisions of Section 129(3) of the CompaniesAct 2013 read with Rule 8 of Companies (Accounts) Rules 2014 the Company has preparedits consolidated financial statement including all of its subsidiaries associates whichis forming part of this report.

The highlights of financial position and performance of itssubsidiaries/associates are given in the statement containing salient features of thefinancial statements of the said subsidiaries/associates in Annexure -7 to thisreport.

In terms of Section 136 of the Companies Act 2013 the Annual Reportof the Company containing therein its standalone and the consolidated financialstatements has been hosted on the company' website under the web linkhttps://www.optiemus.com/investors.html. Further the annual accounts of each of the saidsubsidiary companies of the Company have also been hosted on the company' websiteunder the web link https://www.optiemus.com/investors.html. Any shareholder who may beinterested in obtaining a physical copy of the a foresaid documents may write to theCompany Secretary. Further please note that the said documents will be available forexamination by the shareholders of the Company at its Registered & Corporate Officeduring business hours.

The Company has one material unlisted Companies namely M/s OptiemusElectronics Limited where material subsidiary is defined in SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 to mean a subsidiary whose income or net worthexceeds 20%* (Twenty percent) of the consolidated income or net worth respectively of thelisted entity and its subsidiaries in the immediately preceding accounting year.

*w.e.f. 1st April 2019 the limit of 20% (Twenty percent) isreduced to 10% (Ten percent).

The Policy for determining ‘material' subsidiaries is hostedon the website of the Company under the web link https://www.optiemus.com/investors.html.

22. RELATED PARTY TRANSACTIONS

There were no materially significant transactions with Related Partiesduring the financial year 2018-19 which were in conflict with the interest of the Company.During the year under reference however there were certain transactions with the relatedparties of the Company executed in ordinary course of business at arm's length. Thedisclosure of such transactions as required under Companies Act 2013 attached herewith asAnnexure-8. Further Suitable disclosures as required under IND AS have been madein Note no. 29 of the Notes to the financial statements.

The policy on Related Party Transactions as approved by the Board ishosted on the Company's website under the web linkhttps://www.optiemus.com/investors.html.

23. SIGNIFICANT AND MATERIAL ORDERS

There are no significant and material order passed by the Regulators orCourts or Tribunals impacting the going concern status and Company's operations infuture.

24. SHARE CAPITAL

The paid-up equity share capital as on 31st March 2019 wasINR 85.81 Crore.

There was no public issue rights issue bonus issue preferentialissue or redemption of shares etc. during the year. The Company has not issued shares withdifferential voting rights or sweat equity shares. Also the Company has not granted anyStock Options during the year.

Further in pursuance of merger of two (2) wholly owned subsidiariesviz. Oneworld Teleservices Private Limited and MPS Telecom Private Limited the authorisedshare capital of the Company was increased to INR 1289800000/- during the year.

25. ADEQUACY OF INTERNAL FINANCIAL CONTROLS

The Board reviews the adequacy and effectiveness of the internalfinancial controls from time to time. The Board in consultation with the InternalAuditors monitors and controls the major financial risk exposures.

26. CORPORATE GOVERNANCE

Your Company strives to ensure that best corporate governance practicesare identified adopted and consistently followed. It is ensured that the practices beingfollowed by the Company are in alignment with its philosophy towards Corporate Governance.Your Company believes that good corporate governance is the basis for sustainable growthof the business and effective management of relationship among constituents of the systemand always works towards strengthening this relationship through corporate fairnesstransparency and accountability. Your Company give prime importance to reliable financialinformation integrity transparency fairness empowerment and compliance with law inletter and spirit.

Pursuant to SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 a separate section titled ‘Corporate Governance' has beenincluded in this Annual Report along with the reports on Management Discussion andAnalysis.

27. COMLIANCE WITH SECRETARIAL STANDARDS ON BOARD MEETINGS

Your Company has complied with all the applicable provisions of theSecretarial Standards issued by the Institute of Company Secretaries of India (ICSI).

28. ACKNOWLEDGEMENT

Your Directors wish to express their sincere appreciation for theco-operation and assistance received from the Bankers Regulatory AuthoritiesStakeholders including Customers and other business associates who have extended theirvaluable support and encouragement during the year under review.

The Directors also acknowledge the hard work dedication commitmentand cooperation of the employees of the Company. The enthusiasm and unstinting efforts ofthe employees have enabled the Company to continue being a leading player in the TelecomIndustry.

On behalf of the Board of Directors
For Optiemus Infracom Limited
Date : 30th August 2019 Ashok Gupta
Place : Noida (U.P.) Executive Chairman
DIN: 00277434