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Optiemus Infracom Ltd.

BSE: 530135 Sector: Others
NSE: OPTIEMUS ISIN Code: INE350C01017
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OPEN 250.00
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VOLUME 2473
52-Week high 436.00
52-Week low 207.55
P/E 84.68
Mkt Cap.(Rs cr) 2,137
Buy Price 0.00
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Sell Price 0.00
Sell Qty 0.00
OPEN 250.00
CLOSE 246.35
VOLUME 2473
52-Week high 436.00
52-Week low 207.55
P/E 84.68
Mkt Cap.(Rs cr) 2,137
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Optiemus Infracom Ltd. (OPTIEMUS) - Director Report

Company director report

Dear Members

The Directors of your Company are pleased to present the 29thAnnual Report on the business and operations of the Company along with the Audited AnnualAccounts for the financial year ended March 312022.

1. FINANCIAL SYNOPSIS:

Key aspects of Financial Performance of the Company for the year endedMarch 312022 are tabulated below 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 31.03.2022 Year ended 31.03.2021 Year ended 31.03.2022 Year ended 31.03.2021
Continuing Operations:
Revenue from Operations 42973 17915 47163 18150
Total Expenses 44708 28266 50196 29046
Profit/Loss before Exceptional & Extraordinary Items Share of Profit/Loss of Associate and Tax 2577 (185) 558 (684)
Exceptional Items - - - -
Profit/Loss from Associates and Joint Venture '- - (89) 808
Profit/Loss Before Tax 2577 (185) 469 124
Less: Tax Expense:
(1) Current Tax (817) 1015 (817) 1015
(2) Deferred Tax Credit 14 (1325) 181 (1259)
(3) Taxation Adjustment of previous year (net) 79 - 74 -
Profit/Loss after tax from continuing operations 1853 (495) (92) (120)
Profit/Loss after tax from discontinuing operations - 9577 - 9578
Total Profit/Loss for the year 1853 9083 (92) 9458
Total Comprehensive Income 1857 9071 (88) 9448
Earnings per equity share (Continued operations) 2.16 (0.59) (0.10) (0.15)
Earnings per equity share (Discontinued operations) - 11.16 - 11.16

2. INFORMATION ON STATE OF AFFAIRS OF THE COMPANY

The COVID-19 pandemic is redefining global health crisis in recenttimes and has spread rapidly across the globe. The bigger challenge is that it is not amere health crisis and is having an unprecedented impact on Indian and global businessenvironment. The physical and emotional wellbeing of employees continues to be a toppriority for the Company and focused on minimizing disruption for supply of goods andservices to the customers.

The Company has made an assessment of the impact of the continuingCOVID-19 pandemic on its current and future operations liquidity position and cash flowgiving due consideration to the internal and external factors. The Company is continuouslymonitoring the situation and does not foresee any significant impact on its operations andthe financials position as at March 312022.

During the financial year 2021 -22 the overall revenue from continuingoperations increased by 139.88% from Rs. 17915 Lacs (FY 2020-21) to Rs. 42973 Lacs. As aresult of increase in revenue the profit of the Company increased from loss of Rs. 495Lacs (FY 2020-21) to profit of Rs. 1853 Lacs. Detailed information on state of affairs ofthe Company is given in Management Discussion and Analysis Report forming part of thisreport.

3. SUBSIDIARIES AND ASSOCIATE COMPANIES

Optiemus Electronics Limited have been ceased to be a joint venture andbecome a wholly owned subsidiary of the Company with effect from April 14 2021. Also GDNEnterprises Private Limited have become wholly owned subsidiary of the Company with effectfrom March 312022.

Further no company ceased to be subsidiary company during thefinancial year 2021 -22.

As on March 312022 the Company has 3 (Three) Wholly OwnedSubsidiaries viz. Optiemus Infracom (Singapore) Pte Limited GDN Enterprises PrivateLimited and Optiemus Electronics Limited 2 (Two) Subsidiaries viz. FineMS ElectronicsPrivate Limited and Troosol Enterprises Private Limited and 1 (One) Associate Company viz.Teleecare Network India Private Limited.

As on March 312022 the Company has no material subsidiary. The Policyfor determining subsidiaries is hosted on the website of the Company under the web linkhttps://www.optiemus.com/policies.html.

Further in accordance with the provisions of Section 129(3) of theCompanies Act 2013 read with Rule 8 of Companies (Accounts) Rules 2014 the Company hasprepared its consolidated financial statement including all of its subsidiaries andassociates which are forming part of this Annual Report.

A Report on Performance and Financial Position of each of theSubsidiaries and Associates Companies included in the Consolidated Financial Statement ispresented in a separate section in this Annual Report. Please refer Form No. AOC-1 annexedas Annexure-6 to this Report.

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's website under the web linkhttps://www.optiemus.com/annualreport.html . Further the annual accounts of each of thesaid subsidiary companies of the Company have also been hosted on the Company'swebsite under the web link https://www.optiemus.com/subsidiaries.html.

4. TRANSFER TO RESERVES

The Company has not transferred any amount to the Reserves for thefinancial year ended March 31 2022.

5. DIVIDEND

The Board has not recommended any dividend payment for the financialyear 2021 -22. The Dividend Distribution Policy of the Company is available on the websiteof the Company and can be accessed at https://www.optiemus.com/policies.html.

6. DEPOSITS

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

7. CHANGE IN NATURE OF BUSINESS

There was no change in the nature of business of the Company during thefinancial year 2021 -22.

8. MATERIAL CHANGES AND COMMITTMENT

There were no material changes and commitments affecting the financialposition of the Company occurred between the end of the financial year to which thisfinancial statements relate and the date of this Report.

9. 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 and forms part of thisReport. The Policy is also available on the website of the Company and can be accessed atthe web link https:// www.optiemus.com/policies.html.

10. ANNUAL RETURN

In terms of Section 92 and Section 134 of the Companies Act 2013 readwith Rule 12 of the Companies (Management and Administration) Rules 2014 the AnnualReturn of the Company for the Financial Year 2021 -22 will be available on the website ofthe Company at https://www.optiemus.com/annual- return.html in due course.

11. NUMBER OF MEETINGS OF THE BOARD

During the Financial Year 2021-22 the Board of Directors duly met 5(Five) times on June 30 2021 August 12 2021 November 13 2021 December 17 2021 andFebruary 12 2022.

During the year the gap between two Board Meetings i.e. February 112021 and June 30 2021 exceeded from 120 days which is in accordance with the relaxationsgiven by the Ministry of Corporate Affairs and SEBI in view of outbreak of COVID-19.Detailed information on Board Meetings is given in Corporate Governance Report formingpart of Annual Report.

Further during the year a separate meeting of the IndependentDirectors of the Company was held on March 28 2022 to discuss and review the performanceof all other Non-Independent Directors Chairperson of the Company and the Board as awhole and for reviewing and assessing the matters as prescribed under Schedule IV of theCompanies Act 2013 and Regulation 25(4) of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015.

12. 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) the directors had taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of this Actfor safeguarding the assets of the company and for preventing and detecting fraud andother irregularities;

(iv) the directors had prepared the annual accounts on a going concernbasis;

(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; and

(vi) the directors had devised proper systems to ensure compliance withthe provisions of all applicable laws and that such systems were adequate and operatingeffectively.

13. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186OF THE COMPANIES ACT 2013

During the year the Company has made investment in 4393986 equityshares of Optiemus Electronics Limited and 2510000 equity shares of GDN EnterprisesPrivate Limited detail of the same is given under Note No. 5(a) of the notes tostandalone financial statements.

Further pursuant to the provisions of Section 186 of the CompaniesAct 2013 complete details of Investments made Loans/securities and Guarantee givenfalling under the provisions of Section 186 of the Companies Act 2013 are given underNote No. 5a 5b 5c 9a 9e and 32b of the notes to standalone financial statements.

14. RISK MANAGEMENT FRAMEWORK

The Company has taken necessary steps for risk management includingidentifying risk which may threaten the existence/ operations of the Company. The Board ofDirectors have also constituted a Risk Management Committee to oversee the Risk Managementprocess.

In line with the SEBI Listing Regulations the Company has set up aRisk Management Committee to monitor the risks and their mitigating actions. The detailsof Risk Management Committee are provided in the Corporate Governance Report.

15. CORPORATE SOCIAL RESPONSIBILITY

As per the provisions of Section 135 of the Companies Act 2013 theCompany has constituted Corporate Social Responsibility ("CSR") Committee butthe Company was not required to spend any amount towards CSR activities during thefinancial year 2021-22 as the average net profits of immediately three preceding financialyears was negative.

As on March 312022 the CSR Committee comprise of the followingmembers namely:

Name Designation Position
Mr. Naresh Kumar Jain Independent Director Chairman
Mr. Gautam Kanjilal Independent Director Member
Mr. Neetesh Gupta Non-Executive Director Member

16. 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 2015 inter alia providesfor the 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 the Company has establishedVigil (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 aimsto ensure that the Company is committed to adhere to the highest standards of ethicalmoral and legal conduct of business operations and in order to maintain these standardsthe Company encourages its employees who have genuine concerns about suspected misconductto come 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 the web link https:// www.optiemus.com/policies.html.

17. DIRECTORS & KEY MANAGERIAL PERSONNEL

a. Induction re-appointment and Resignation

• Ms. Ritu Goyal who was appointed as an Additional Director inthe capacity of Independent Director of the Company by the Board of Directors with effectfrom April 012021 in terms of Section 161 of the Companies Act 2013 was regularised andappointed as an Independent Director of the Company for a term of 5 (five) yearscommencing from April 012021 to March 31 2026 by the shareholders in the 28thAnnual General Meeting of the Company held on September 29 2021.

• In accordance with Section 152(6) of the Companies Act 2013the period of office of at least two-third of total Directors of the Company shall beliable to retire by rotation out of which atleast one-third Directors shall retire atevery Annual General Meeting. Hence this year Mr. Neetesh Gupta (DIN: 00030782) retiresfrom the Board by rotation and being eligible offers himself for re-appointment. TheBoard recommends his re-appointment.

• The term of 3 years of Mr. Ashok Gupta (DIN: 00277434)Whole-time Director designated as Executive Chairman of the Company will be expired onMarch 31 2023. Accordingly based upon the recommendation of the Nomination andRemuneration Committee the Board of Directors in its Meeting held on August 29 2022approved the re-appointment of Mr. Ashok Gupta Whole-time Director designated asExecutive Chairman for a period of further 3 (Three) years with effect from April 01 2023to March 31 2026 and recommended the same for the approval of shareholders in the ensuingAnnual General Meeting.

The details of Directors being recommended forappointment/re-appointment as required under SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 and Secretarial Standard-2 are contained in the Notice ofensuing Annual General Meeting of the Company. Appropriate resolutions seekingshareholders' approval for the appointment/re-appointment of Directors are includedin the Notice of Annual General Meeting.

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 disqualifiedunder any of the provisions of the Companies Act 2013 and relevant Regulations of SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015.

b. Declaration by Independent Directors

The Company has received declarations from all the IndependentDirectors confirming and certifying that they continue to meet the criteria ofindependence as provided in Section 149 of the Companies Act 2013 and Regulation 16 ofthe SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015. In theopinion of the Board all the Independent Directors fulfill the conditions forappointment/ re-appointment as an Independent Directors on the Board. Further in theopinion of the Board all the Independent Directors also possess the attributes ofintegrity expertise and experience as required to be disclosed under Rule 8(5) (iii) (a)of the Companies (Accounts) Rules 2014.

Pursuant to Ministry of Corporate Affairs' Notification No. G.S.R.804(E) dated December 01 2019 all the Independent Directors have registered themselves inthe databank of Indian Institute of Corporate Affairs (IICA).

c. Inter-se relationship of Directors

Mr. Neetesh Gupta Non-Executive Director and Mr. Ashok GuptaExecutive Chairman are interrelated wherein Mr. Neetesh Gupta is son of Mr. Ashok 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/policies.html as a part ofCompany's Nomination & Remuneration Committee Policy.

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

• Based on the criteria a structured questionnaire was preparedafter taking into consideration inter-alia the inputs received from the Directors (exceptfor the director being evaluated) for the year under review. The structured questionnairecovered various aspects of the Board's functioning such as strategic alignment anddirection engagement alignment composition and structure dynamics and culture ethicalleadership and corporate citizenship support to the Board Committees evaluation andself-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 & Disclosure Requirement) Regulations2015 and the applicable provisions of Companies Act 2013 requires conduction offamiliarization programmes 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 are conducted for the directorsabout nature of industry Business Model roles rights responsibilities of IndependentDirectors update on amendments in SEBI (Listing Obligations and Disclosure Requirements)Regulations SEBI (Prohibition of Insider Trading) Regulations SEBI (Depositories andParticipants) Regulations Guidelines issued by SEBI regarding Board evaluation and itsapplicability to the Company etc.

18. 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 given in Annexure-2 forming part of this Annual Report.

19. AUDITORS

a) Statutory Auditors

In terms of the provisions of Section 139 of the Companies Act 2013M/s. Mukesh Raj & Co. Chartered Accountants (Firm Registration No. 016693N) wasappointed as statutory auditors by the shareholders at the 24th Annual GeneralMeeting held on December 08 2017 for a term of five years i.e. till the conclusion ofensuing 29th AGM.

On the recommendation of the Audit Committee the Board in its meetingheld on August 29 2022 subject to the approval of the shareholders has recommended there-appointment of M/s. Mukesh Raj & Co. Chartered Accountants (Firm Registration No.016693N) as the Statutory Auditors of the Company to hold office for a further term of 5(Five) Year i.e. till the conclusion of 34th AGM. Accordingly there-appointment of M/s. Mukesh Raj & Co. as the Company's Statutory Auditors isbeing placed for the approval of the members at the ensuing AGM.

The Company has received a certificate from M/s. Mukesh Raj & Co tothe effect that their reappointment if made shall be in accordance with the provisionsof Section 141 of the Act and a confirmation that they continue to hold valid peer reviewcertificate as required under Listing Regulations.

Further the Auditors' Report for the financial year 2021-22 doesnot contain any qualification reservation or adverse remark or disclaimer. Theobservations of Statutory Auditors in its reports on standalone and consolidatedfinancials are self-explanatory and therefore do not call for any further comments. TheAuditors' Report is enclosed with the financial statements in this Annual Report. TheAuditors didn't 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-3.

b) Secretarial Auditors

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 M/s. S.K. Batra & Associates Company Secretaries was re-appointed bythe Board to undertake the Secretarial Audit of the Company for the financial year 2021-22. Secretarial Audit Report for the financial year 2021-22 as given by M/s S.K. Batra& Associates in the prescribed form MR-3 is annexed to this Report as Annexure-4.

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

Sr. Adverse Remark Management Reply
1. Delay in submission of Statement of Investors' Complaint with NSE for the quarter ended December 312021 as per Regulation 13 (3) of SEBI (LODR) Regulations 2015 and Fine of Rs.6000/- was imposed on the Company by NSE. The Statement of Investors Complaint at BSE Portal was submitted on January 12 2022 but at NSE portal due to some technical issue data got saved into draft and could not get submitted. Later on upon finding non-submission of the same the Company submitted it at NSE Portal on January 29 2022 on suo moto basis. Also the fine as imposed by NSE has duly been paid by the Company.
2. Pursuance to Regulation 29 of SEBI (LODR) Regulations 2015 prior notice of Board Meeting held on February 12 2022 was not given to Stock Exchange in which the proposal of fund raising was considered and Fine of Rs. 10000/- each was imposed on the Company by NSE and BSE. In response to the NSE's and BSE's Letter the Company replied that the proposed fund raising was an impromptu discussion that happened in the Board Meeting in which Board merely decided to explore various fund raising options (i.e. may be a Preferential Issue or a Rights Issue or any other equity linked securities).
The Company also requested NSE and BSE for waiver of fine. However on getting no reply from NSE the Company voluntarily paid the imposed fine of Rs. 10000/- to NSE and waited for BSE response as the Company was informed over telephonic discussion by the concerned person at BSE that the matter shall be placed before the Request Review Committee of BSE.
Further on July 26 2022 BSE sent a regret letter for waiver of fine to the Company and imposed fine of Rs. 10000/- which has also been duly paid by the Company.
3. Incomplete compliance has been done in respect of Labour laws applicable to the Company. Due to unavoidable circumstances few returns filing under labour laws have been missed by the Company. The Company ensure to do all the necessary compliance in future.

Annual Secretarial Compliance Report

A Secretarial Compliance Report for the financial year ended March312022 on compliance of all applicable SEBI Regulations and circulars/ guidelines issuedthereunder was obtained from M/s. S.K. Batra & Associates Secretarial Auditors andsubmitted to both the stock exchanges i.e. NSE and BSE.

c) Cost Auditor

Maintenance of cost records as specified by the Central Governmentunder section 148 (1) of the Companies Act 2013 is not applicable on the Company. Henceno Cost Auditor is appointed by the Company.

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

The Company has in place an Anti-Sexual Harassment Policy in line withthe requirements inter-alia of "The Sexual Harassment of Women at Workplace(Prevention Prohibition Redressal) Act 2013". An Internal Complaint Committee hasbeen set up to consider and redress all the complaints received regarding sexualharassment. All employees (permanent contractual temporary and trainees) are coveredunder this policy.

The following is a summary of sexual harassment complaints received anddisposed-off during the Financial Year 2021 -22:

• No. of complaints pending at the beginning : Nil
• No. of complaints received : Nil
• No. of complaints disposed-off : N.A.

21. 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 not requiredturning off of PCs when not in use setting higher temperatures on air conditioners etc.to reduce consumption.

• Installed various energy saving electrical devices for savingenergy.

• Puts control on usage of other electrical equipments.

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 Earnings & Outgo details are as follows:

Foreign Exchange details As on 31st March 2022 (INR in Lacs)
Foreign Exchange Earnings (A) (Including deemed exports & sales through export houses) 490
Foreign Exchange Outgo (B) 2352
Net Foreign Exchange Earnings (A-B) (1862)

22. RELATED PARTY TRANSACTIONS

During the Financial Year the Company has not entered into anymaterially significant related party contracts/ arrangements or transactions with theCompany's promoters Directors management or their relatives which could have had apotential conflict with the interests of the Company. All the contracts/arrangements ortransactions entered into by the Company with Related party(ies) are in conformity withthe provisions of the Companies Act 2013 and SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015.

Further during the year the Company has entered into materialtransactions with related parties viz. Teleecare Network India Private Limited andInternational Value Retail Private Limited as per the criteria specified under Regulation23 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 afterobtaining approval of shareholders in the 27th AGM held on September 30 2020.

The disclosure of transactions as required under the provisions ofCompanies Act 2013 attached herewith as Annexure-5. Further suitable disclosuresas required under IND AS have been made in Note 25 of the Notes to the financialstatements.

The Company presents a statement of all related party contracts /arrangements or transactions entered into by the Company before the Audit Committee forits consideration and review on quarterly basis.

Further the policy on Related Party Transactions as approved by theBoard is hosted on the Company's website under the web linkhttps://www.optiemus.com/policies.html.

23. SIGNIFICANT AND MATERIAL ORDERS

During the year there was no significant and material order passed bythe Regulators or Courts or Tribunals impacting the going concern status andCompany's operations in future.

24. SHARE CAPITAL

The paid-up equity share capital as on 31st March 2022 wasRs. 858141910/-. There was no public issue rights issue bonus issue sweat issuepreferential issue or redemption of shares buy-back of shares made during the year. Alsothe Company has not issued shares with differential voting rights or sweat equity shares.

25. OTHER ORGANISATIONAL CHANGES

With effect from July 012021 the Corporate Office of the Company andplace of keeping books and papers has been changed from Plot No. 2A 1stFloor Sector-126 Noida Uttar Pradesh-201301 to D-348 Sector-63 Noida UttarPradesh - 201307.

26. EMPLOYEE STOCK OPTION SCHEME

The Shareholders of the Company at the Extra Ordinary General Meetingheld on December 30 2016 approved Optiemus Employee Stock Option Scheme - 2016("Scheme") for the permanent employees of the Company and its subsidiaryCompany(ies) (present or future) in accordance with the applicable laws. Accordingly theNomination and Remuneration Committee ("Committee") at its meeting held on July26 2021 granted 500000 Employee Stock Options ("Options") to the eligibleemployees of the Company and its subsidiary(ies) details of which are given in Annexure-7of the Report.

Further on July 06 2022 the Committee has passed the resolution toalign the Scheme in accordance with Securities and Exchange Board of India (Share BasedEmployee Benefits and Sweat Equity) Regulations 2021 [SEBI (SBEB & SE) Regulations].There are no material changes made to the Scheme and same is in compliance with theSecurities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity)Regulations 2021 and a certificate to this effect as obtained from M/s. S.K. Batra &Associates Secretarial Auditors of the Company will be placed before the shareholders atthe ensuing Annual General Meeting.

27. ADEQUACY OF INTERNAL FINANCIAL CONTROLS

In the opinion of the Board the Company has in place an adequatesystem of internal control commensurate with its size and nature of business. This systemprovides a reasonable assurance in

respect of providing financial and operational information complyingwith applicable statutes safeguarding of assets of the Company and ensuring compliancewith corporate policies. The Board has appointed M/s. Rohit Kishan Garg & Co.Chartered Accountants as an Internal Auditors of the Company for the financial year2022-23 and their audit reports are submitted to the Audit Committee of Board whichreviews and approves performance of internal audit function and ensures the necessarychecks and balances that may need to be built into the control system. The Board inconsultation with the Internal Auditors monitors and controls the major financial riskexposures.

28. CORPORATE GOVERNANCE

The 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.The Company believes that good corporate governance is the basis for sustainable growth ofthe business and effective management of relationship among constituents of the system andalways works towards strengthening this relationship through corporate fairnesstransparency and accountability. The 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.

29. MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT

Management's Discussion and Analysis Report for the year endedMarch 31 2022 as stipulated under Regulation 34 of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 is presented in a separate section and formspart of this Annual Report.

30. BUSINESS RESPONSIBILITY REPORT

Business Responsibility Report for the year ended March 312022 asstipulated under Regulation 34 of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 is presented in a separate section and forms part of thisAnnual Report.

31. COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has complied with the applicable Secretarial Standardsissued by the Institute of Company Secretaries of India.

32. ACKNOWLEDGEMENT

The Board of Directors wish to express their sincere appreciation forthe co-operation and assistance received from the Bankers Financial InstitutionsRegulatory Authorities Stakeholders including Customers and other business associates whohave extended their valuable support and encouragement during the year under review.

The Board of Directors acknowledge the hard work dedicationcommitment and co-operation of the employees of the Company. The enthusiasm and unstintingefforts of the employees have enabled the Company to continue being a leading player inthe Telecom Industry.

On behalf of the Board of Directors
For Optiemus Infracom Limited
Ashok Gupta
Date: August 29 2022 Executive Chairman
Place: Noida (U.P.) DIN:00277434

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