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Optiemus Infracom Ltd.

BSE: 530135 Sector: Others
NSE: OPTIEMUS ISIN Code: INE350C01017
BSE 10:00 | 20 Feb 114.80 0.85
(0.75%)
OPEN

116.45

HIGH

116.45

LOW

114.70

NSE 11:52 | 20 Feb 114.75 2.10
(1.86%)
OPEN

114.00

HIGH

116.30

LOW

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OPEN 116.45
PREVIOUS CLOSE 113.95
VOLUME 4630
52-Week high 325.90
52-Week low 78.05
P/E 40.00
Mkt Cap.(Rs cr) 985
Buy Price 114.05
Buy Qty 14.00
Sell Price 114.70
Sell Qty 80.00
OPEN 116.45
CLOSE 113.95
VOLUME 4630
52-Week high 325.90
52-Week low 78.05
P/E 40.00
Mkt Cap.(Rs cr) 985
Buy Price 114.05
Buy Qty 14.00
Sell Price 114.70
Sell Qty 80.00

Optiemus Infracom Ltd. (OPTIEMUS) - Director Report

Company director report

Dear Members

The Directors of your Company are pleased to present the 25th Annual Reporton the Business and operations of the Company along with the Audited Accounts for thefinancial year ended 31st March 2018.

1. FINANCIAL SYNOPSIS:

Key aspects of Financial Performance of the Company for the year ended March 31 2018are tabulated below inter-alia pursuant to the Companies (Accounts) Rules 2014.

The consolidated performance of the Company and its subsidiaries has also been set outherein and wherever required.

(INR in Lacs except EPS)

Particulars Standalone Consolidated
Year ended on 31.03.2018 Year ended on 31.03.2017 Year ended on 31.03.2018 Year ended on 31.03.2017
Revenue from Operations 61032 106339 72299 156130
Total Expenses 58615 107871 71910 157932
Profit before Exceptional & Extraordinary Items and Tax 3654 1339 2001 1101
Exceptional Items - - - -
Profit Before Tax 3654 1339 2001 1101
Tax Expense:
(1) Current Tax 1299 600 1301 628
(2) Deferred Tax (43) (239) (608) (225)
(3) Taxation Adjustment of previous year (net) (71) 3 (80) 24
Minority Interest - - (456) 304
Profit After Tax 2469 975 1388 674
Earnings per equity share 2.87 1.17 1.61 0.82

2. INFORMATION ON STATE OF AFFAIRS OF THE COMPANY

In the financial year 2017-18 your Company continued its growth momentum on keyparameters. Detailed information on state of affairs of the Companies is given inManagement Discussion and Analysis Report forming part of this report.

3. TRANSFER TO RESERVES

The Company is not mandatorily required to transfer its surplus to the General Reserveas no dividend has been proposed for the year 2017-18. Hence current year profit has beenproposed to be retained in the Profit and Loss Account.

4. DIVIDEND

The Board is of opinion that the Company should utilize its funds towards theoperations to accelerate the growth rate. Accordingly the Board does not recommend anydividend payment for the year 2017-18.

5. DEPOSITS

During the year your Company has not accepted any deposits within the meaning of theprovisions of section 73 of the Companies Act 2013.

6. MATERIAL ORGANIZATIONAL CHANGES

Launch of Blackberry Mobile Phones

Last year your Company signed an exclusive licensing agreement with BlackBerry byvirtue of which Optiemus qualified itself to design sell promote and provide customersupport service for BlackBerry mobile devices in India Sri Lanka Nepal & Bangladesh.In furtherance of the Agreement in the period under reporting Company has launched four(4) BlackBerry devices viz. KEYone Key2 Evolve and EvolveX.

Approval for Amalgamation of wholly owned Subsidiaries with the Company

The Regional Director Northern Region Ministry of Corporate Affairs vide itsconfirmation order dated April 3 2018 approved the scheme of amalgamation between MPSTelecom Private Limited (Transferor Company-1) and Oneworld Teleservices Private Limited(Transferor Company - 2) with Optiemus Infracom Limited (Transferee Company) and theirrespective shareholders and creditors in terms of section 233 of Companies Act 2013 i.e.fast track route. Accordingly the Financial Statement of the Company include full yearfigures of MPS Telecom Private Limited (Transferor Company-1) and Oneworld TeleservicesPrivate Limited (Transferor Company - 2) as a result of amalgamation.

Direct Listing of Equity shares on NSE

In order to provide enhanced liquidity to the shareholders of the Company your Companyapplied to National Stock Exchange of India (NSE) for listing of its equity shares on NSEunder Direct listing route and approval for the same was granted on August 4 2017 and theequity shares of the Company were listed and admitted for dealings on the exchange w.e.f.August 8 2017. Hence the Company is now listed on NSE as well along with BSE.

Adoption of Ind AS

Your Company has Company has for the first time adopted IND-AS with a transition dateof April 1 2016 as notified by Ministry of Corporate Affairs pursuant to Section 133 ofthe Companies Act 2013 read with rule 3 of the Companies (Indian Accounting Standards)rules 2015 Companies (Indian Accounting Standards) amendment rules 2016 and in terms ofregulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 SEBI circular dated July 5 2016 and other accounting principles generally acceptedin India Beginning April 1 2017.

7. EXTRACT OF ANNUAL RETURN

The extract of annual return as provided under sub-section (3) of section 92 of theCompanies Act 2013 in the prescribed Form MGT-9 is annexed to this Report as Annexure-1. Also Annual Return as referred to in sub-section 3 of section 134 of CompaniesAct 2013 will be placed on Companies Website under web-link https://www.optiemus.com/policies.html.

8. NUMBER OF MEETINGS OF THE BOARD

There were 12 (twelve) meetings of the Board held during the year. The Maximum gapbetween the two meetings did not exceed 120 days. Detailed information on Board Meetingsis given in Corporate Governance Report.

9. DIRECTORS' RESPONSIBILITY STATEMENT

In pursuance to clause (c) of sub section (3) of section 134 of the Companies Act2013 to the best of their knowledge and belief the Directors of your Company herebyconfirm that:

(i) in the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;

(ii) the directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company at the end of the financial year and ofthe profit and loss of the company for that period;

(iii) the directors had taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of this Act for safeguardingthe assets of the company and for preventing and detecting fraud and other irregularities;

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

(v) The directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.

(vi) The directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.

10. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIESACT 2013

Details of Investments made loans given and Guarantee given falling under theprovisions of section 186 of the Companies Act 2013 are given under Note No. 5a 9a 5b9e and 29c of the notes to standalone financial statements.

11. RISK MANAGEMENT FRAMEWORK

Your Company has taken necessary steps for risk management including identifying riskwhich may threaten the existence/ operations of the Company.

12. CORPORATE SOCIAL RESPONSIBILITY

Pursuant to section 135 of the Companies Act 2013 read with the Companies (CorporateSocial Responsibility Policy) Rules 2014 your Company approved a policy on CSR which isalso hosted on Company's website under web link https://www.optiemus.com/policies.html

The detailed report on CSR is attached as Annexure-2 to this report.

13. DISCLOSURE ON ESTABLISHMENT OF VIGIL MECHANISM

Section 177(9) of Companies Act 2013 and SEBI (Listing Obligations and DisclosureRequirement) Regulations 2015 inter alia provides for a mandatory requirement for alllisted companies to establish a mechanism called ‘Whistle Blower Policy' foremployees to report to the management instances of unethical behavior actual orsuspected fraud or violation of the company's code of conduct.

In compliance of the above requirements your Company has established a Vigil (WhistleBlower) Mechanism and formulated a Policy which aims to provide a channel to the Directorsand employees to report genuine concerns about unethical behavior actual or suspectedfraud or violation of the Codes of Conduct or policy. The Vigil (Whistle Blower) Mechanismaims to ensure that the Company is committed to adhere to the highest standards ofethical moral and legal conduct of business operations and in order to maintain thesestandards the Company encourages its employees who have genuine concerns about suspectedmisconduct to come forward and express these concerns without fear of punishment or unfairtreatment.

Further Your Company hereby affirms that no Director/ employee have been denied accessto the Chairman of the Audit Committee and that no complaints were received during theyear.

The Policy is hosted on the Company's website www.optiemus.com under web link http://www.optiemus.com/policies.html.

14. DIRECTORS & KEY MANAGERIAL PERSONNEL

No change in the composition of Directors or Key Managerial Personnel took place duringthe period under review.

The Notice of ensuing Annual General Meeting includes a proposal seeking Membersapproval by way of Special Resolution for re-appointment of Mr. Gautam Kanjilal Mr.Tejendra Pal Singh Josen and Mr. Charan Singh Gupta as Independent Directors for periodof five (5) years from expiry of their current term on 31st March 2019. Basedon performance evaluation process and consent received from each of aforesaid Directorsthat they meet the criteria of independence your Board recommends their re-appointment asIndependent Directors for the second term of five (5) consecutive years upon expiry ofcurrent term on 31st March 2019.

Also In accordance with section 152(6) of the Companies Act 2013 the period ofoffice of at least two-third Directors of the Company shall be liable to retire byrotation out of which atleast one-third Directors shall retire at every Annual GeneralMeeting. Hence this year Mr. Hardip Singh retires from the Board by rotation and beingeligible offers himself for re-appointment. The information as required to be disclosedunder SEBI (Listing Obligation & Disclosure Requirement) Regulations 2015 andSecretarial Standards in case of re-appointment of the director is provided in the Noticeof the ensuing annual general meeting which forms part of this Annual report.

Declaration by Independent Directors

The Company has received declaration of Independence from all Independent Directorsinter-alia pursuant to Section 149 of the Companies Act 2013 confirming and certifyingthat they have complied with all the requirements of being an Independent Director of theCompany.

Inter-se relationship of Directors

Ms. Renu Gupta Non-Executive Director is a relative of Mr. Ashok Gupta Chairman ofthe Company. No other Directors are related to each other. Also there were no pecuniarytransactions or relationship of the Non-Executive Directors vis--vis the company.

Selection and Appointment of Directors

The charter of Nomination and Remuneration Committee of the Board empowers it to reviewthe structure size composition and diversity of the Board evaluation of existingskills defining gaps and making necessary recommendations to the Board.

Board Evaluation

The Companies Act 2013 and the SEBI (Listing obligations and Disclosure Requirements)Regulations 2015 requires the Annual report to disclose manner in which formal annualevaluation of the Board its Committee and individual Directors is done and evaluationcriteria thereof. Performance evaluation criteria for Board Committees of the Board andDirectors are placed on the Company's website www.optiemus.com under the web link https://www.optiemus.com/policies.htmlas a part of Company'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 prepared after taking intoconsideration inter-alia the inputs received from the Directors (except for the directorbeing evaluated) for the year under review. The structured questionnaire covered variousaspects of the Board's functioning such as strategic alignment and direction engagementalignment composition and structure dynamics and culture ethical leadership andcorporate citizenship support to the Board Committees evaluation and self-evaluationetc.

• The Ratings for Non-Independent Directors were given by the IndependentDirectors at a separate meeting convened by them. The ratings for Independent Directorswere given by all the Directors excluding the Independent Director being evaluated. TheEvaluation for performance of Committees was given by the entire Board.

• A consolidated summary of the ratings given by each of the directors was thenprepared separately for Independent & Non-Independent Directors based on which areport on performance evaluation was prepared in respect of the performance of the BoardDirectors individually and Committee(s).

• The report on performance evaluation of Non Independent Directors so arrived atwas then noted and discussed by the Nomination and Remuneration Committee.

The performance evaluation of individual Directors including Chairman of the Board wasdone in accordance with the provisions of the Companies Act 2013 and Listing Regulationsand also based on the structured questionnaire mentioned above.

Familiarizing programme for Independent Directors

SEBI (Listing obligations & Disclosure Requirement) Regulations 2015 and theapplicable provisions of Companies Act 2013 requires conduction of familiarizationprogramme of the independent directors. On these lines Board has always endeavored tokeep Independent Directors updated about the latest happenings in the Company Industryand legal framework for which Periodic familiarization programmes are given on areconducted for the directors about the business operations new avenues industry overviewthreats opportunities and challenges in respective verticals.

15. PARTICULARS OF EMPLOYEES AND OTHER DISCLOSURES

Disclosures pertaining to remuneration and other details as required under Section197(12) of the Companies Act 2013 read with Rule 5 of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 are provided in the Annexure -3forming part of the Annual Report.

16. AUDITORS

Statutory Auditors

At the 24th Annual general Meeting held on 8th December 2017the 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 recent amendment to Section 139 of the Companies Act 2013 effective from 7thMay 2018 ratification by Shareholders every year for the appointment of StatutoryAuditors is no longer required and accordingly the Notice of the 25th AnnualGeneral Meeting does not include the proposal for seeking Shareholders approval forratification of Statutory Auditors appointment. The Company has received certificate ofeligibility 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 Auditors' Report for financial year 2017-18 does not contain any qualificationreservation or adverse remark or disclaimer. The Auditors' Report is enclosed with thefinancial statements in this Annual Report. The Auditors did not report any fraud duringthe year.

M/s Mukesh Raj & Co Chartered Accountants have certified that the company hascomplied with the mandatory requirements of corporate governance as stipulated in ListingRegulations. The same is annexed to this report as Annexure -4.

Secretarial Auditor

Pursuant to the provisions of section 204 of the Companies Act 2013 and Rules madehereunder the Company appointed M/s S.K. Batra & Associates Company Secretaries inPractice (Membership number: 7714 C.P. No. 8072) to undertake the secretarial audit ofthe Company. Secretarial Audit Report for the financial year 2017-18 as given by M/s S.K.Batra & Associates in the prescribed form MR-3 is annexed to this Report as Annexure-5.

The Secretarial Audit Report for financial year 2017-18 does not contain anyqualification reservation or adverse remark or disclaimer.

COST AUDIT

Maintaining cost records as specified by the Central Government under section 148 (1)of the Companies Act 2013 is not applicable to your Company.

17. 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 with therequirements inter-alia of The Sexual Harassment of Women at Workplace(Prevention Prohibition Redressal) Act 2013. An Internal Committee has been set up toredress complaints received regarding sexual harassment. All employees (permanentcontractual temporary and trainees) are covered under this policy.

The following is a summary of sexual harassment complaints received and disposed offduring the Financial Year 2017-18:

• No. of complaints received : Nil

• No. of complaints disposed off : N.A.

18. PARTICULARS OF CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGEEARNINGS AND OUTGO

Conservation of Energy

Considering the nature of business of the Company energy does not form a significantportion of the cost for the Company yet wherever possible and feasible continuous effortsare being put for conservation of energy and minimize power cost. However Capitalexpenditure on energy conservation equipment is not required keeping in view the normalenergy consumption in the business activity of the Company. Various Steps are being takenfor conservation of energy and using alternate sources of energy to name a few:

• Advocating switching off of lights and ACs when not required turning off of PCswhen not in use setting higher temperatures on air conditioners etc to reduceconsumption.

• Installed various energy saving electrical devices for saving energy.

• Puts control on usage of other electrical equipments.

Technology absorption

Taking into consideration the nature of Business of Company No technology is beingused.

Foreign exchange earnings and Outgo

The Company has continued to maintain focus on and avail of export opportunities basedon economic considerations.

Foreign Exchange Earning & Outgo details are as follows:

Foreign Exchange details* As on 31st March 2018
(Figures in Lacs)
Foreign Exchange Earnings (A) 9213
(Including deemed exports & sales through export houses)
Foreign Exchange Outgo (B) 23289
Net Foreign Exchange Earnings (A-B) (14076)

*The Figures are on receipt/payment basis.

19. SUBSIDIARIES

Subsidiaries Acquired

During the year under purview The Company acquired following subsidiaries:

1. Teleecare Network India Private Limited

2. Teleecare Network (BD) Private Limited (Step Down Subsidiary)

3. International Value Retail Private Limited (Step Down Subsidiary)

4. GDN Enterprises Private Limited (Step Down Subsidiary)

5. MPS Telecom Retail Private Limited (Step Down Subsidiary) SubsidiariesSold/Liquidated/Merged

During the year following Companies ceased to subsidiaries of the Company due toliquidation:

1. MPS Telecom Private Limited – by virtue of amalgamation with Optiemus

2. Oneworld Teleservices Private Limited – by virtue of amalgamation withOptiemus

3. M/s Optiemus Metals & Mining Pte. Limited

No associate Company was acquired or sold during the year.

As on 31st March 2018 the Company has eight (8) unlisted subsidiaries namely

a. Optiemus Electronics Limited

b. Fine MS Electronics Private Limited.

c. Teleecare Network India Private Limited

d. Optiemus Infracom (Singapore) Pte Limited

e. GDN Enterprises Private Limited

f. International Value Retail Private Limited

g. MPS Telecom Retail Private Limited

h. Teleecare Network (BD) Private Limited

In accordance with the provisions of Section 129(3) of the Companies Act 2013 readwith Rule 8 of Companies (Accounts) Rules 2014 the Company has prepared its consolidatedfinancial statement including all of its subsidiaries which is forming part of thisreport.

The highlights of financial position and performance of its subsidiaries are given inthe statement containing salient features of the financial statements of the saidsubsidiaries in Annexure -6 to this report.

In terms of section 136 of the Companies Act 2013 the Annual Report of the Companycontaining therein its standalone and the consolidated financial statements has beenhosted on the website www.optiemus.com. Further the annual accounts of each of the saidsubsidiary companies of the Company have also been hosted on the website www.optiemus.com.Any shareholder who may be interested in obtaining a physical copy of the aforesaiddocuments may write to the Company Secretary. Further please note that the said documentswill be available for examination by the shareholders of the Company at its Registered& Corporate Office during business hours.

The Company has two material unlisted Companies namely M/s Optiemus Electronics Limitedand M/s Teleecare Network India Private Limited where material subsidiary is defined inSEBI (Listing Obligations & Disclosure Requirements) Regulations 2015 to mean a subsidiarywhose income or net worth exceeds twenty percent of the consolidated income or net worthrespectively of the listed entity and its subsidiaries in the immediately precedingaccounting year.

The Policy for determining ‘material' subsidiaries is hosted on the website of theCompany under the web link. https://www.optiemus.com/policies/html

20. RELATED PARTY TRANSACTIONS

There were no materially significant transactions with Related Parties during thefinancial year 2017-18 which were in conflict with the interest of the Company. During theyear under reference However there were certain transactions with the related parties ofthe Company executed in ordinary course of business at arm's length. The disclosure ofsuch transactions as required under Companies Act 2013 attached herewith as Annexure-7.Further Suitable disclosures as required under IND AS have been made in Note 32 of theNotes to the financial statements.

The policy on Related Party Transactions as approved by the Board is hosted on theCompany's website under the web link https://www.optiemus.com/policies/html.

21. SIGNIFICANT AND MATERIAL ORDERS

There are no significant and material order passed by the Regulators or Courts orTribunals impacting the going concern status and Company's operations in future.

22. SHARE CAPITAL

The paid-up equity share capital as on 31st March 2018 was Rs. 85.81 Crore.

There was no public issue rights issue bonus issue preferential issue or redemptionof shares etc. during the year. Also The Company has not issued shares with differentialvoting rights or sweat equity shares. Also the Company has not granted any stock optionsduring the year.

23. ADEQUACY OF INTERNAL FINANCIAL CONTROLS

The Board reviews the adequacy and effectiveness of the internal finance controls fromtime to time. The Board in consultation with the internal Auditors and risk managementcommittee monitors and controls the major financial risk exposures.

24. CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of Corporate Governance. TheDirectors adhere to the requirements set out by the Securities and Exchange Board ofIndia's Corporate Governance Practices and have implemented all the stipulationsprescribed. Pursuant to SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 a separate section titled ‘Corporate Governance' has been includedin this annual report along with the reports on Management Discussion and Analysis.

25. COMLIANCE WITH SECRETARIAL STANDARDS ON BOARD MEETINGS

Your Company has complied with the applicable provisions of the Secretarial Standardsissued by the Institute of Company Secretaries of India (ICSI)

26. ACKNOWLEDGEMENT

Your Directors wish to express their sincere appreciation for the co-operation andassistance received from the Bankers Regulatory Authorities Stakeholders includingCustomers and other business associates who have extended their valuable support andencouragement during the year under review.

The directors also acknowledge the hard work dedication and commitment of theemployees of the Company. The enthusiasm and unstinting efforts of the employees haveenabled the Company to continue being a leading player in the Telecom Industry.

On behalf of the Board of Directors
For Optiemus Infracom Limited
Place : Noida (U.P.) Ashok Gupta
Date : August 29 2018 Executive Chairman

Annexure-3

Disclosure on remuneration pursuant to Section 197 of the Companies Act 2013 read withRule 5 (1) of the Companies (Appointment & Remuneration of Managerial Personnel)Rules 2014

The Ratio of the remuneration of each director to the median remuneration of the employees of the Company for the financial year Mr. Ashok Gupta Chairman & Executive Director: 1:25
Mr. Hardip Singh Whole Time Director: 1:20
Percentage increase in remuneration of each director Chief Financial Officer Chief Executive Director & Company Secretary in the financial year Percentage increase in remuneration of following Key Managerial Personnel during 2017-18:
Mr. Ashok Gupta (Chairman & Executive Director) : Nil
Mr. Hardip Singh (Whole Time Director) : 20%
Mr. Anoop Singhal (Current Chief Financial Officer) : 10%
Mr. Vikas Chandra (Company Secretary) : 21%
Percentage increase in Median remuneration of employees in a financial year Median Remuneration of Employees of the Company increased by 35% during the financial year 2017-18
Number of permanent employees on rolls of the Company The Company had 191 permanent employees on the rolls of the Company as on March 31 2018
Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof Average remuneration increase for Non Managerial Personnel of the Company during the financial year was 13% and the average remuneration increase for the said Managerial Personnel of the Company was 10%.

The Company affirms that the remuneration is as per the Remuneration Policy of theCompany.

Details of Employee(s) drawing more than Rupees Eight Lac & Fifty Thousand only permonth and other top ten employees in terms of remuneration drawn

Name of Employee Koh Kwang Ok Anoop Singhal Jitendra Sampat M.S. Adarsh Rajat Singh Sanjay Mirakhur U. K. Alok* Vaneet Singh Apurba Chakra- borty* Vikas Chandra
Designation Senior Consultant -Production Chief Finance Officer General Manager - Sales General Manager - Sales General Manager - Product Associate vice President - Sales General Manager - Sales Asst. Vice President - IT Sr. Vice President - Sales Company Secretary
Remuneration (Rs. in lacs Per annum) 108 60 38 38 37 34 29 25 24 23
Nature of employment Permanent Permanent Permanent Permanent Permanent Permanent Permanent Permanent Permanent Permanent
Qualification B.S in Computer Science B.Com. (H) Post Qualification course in ISA CWA C.A B.Com MBA in Marketing B.Sc & M.Sc in Biochemistry MBA in Markting B.E Electronics B.Com PGDM in System Management PGDM Marketing & Sales Management MBA in Markting BA (History Hons) B.sc Engineering PGDITM-IT B.Sc in Bio science with Electronics PG in Public Administration PGDM Marketing Management B.Com Member of ICSI PG in Financial Management
Experience 31 Years 31 years 27 Years 16 Years 16 Years 27 Years 15 Years 20 years 25 years 12 Years
Date of joining 01-04-14 23-11-16 10-10-16 10-10-16 01-12-17 01-08-05 01-05-17 26-09-17 03-01-16 10-01-08
Age 56 51 46 40 38 53 40 42 49 37
Last employment Elentec India Pvt Ltd Hero Cycles Ltd Reliance Jio Infocom Ltd LG Electronics India Limited Panasonic India Pvt. Ltd. Innova Telecom Pvt. Ltd. (ITPL) Citycom Network Pvt. Ltd. Auxtaa Techno- logies LLP Lighting Science India Pvt. Ltd./ LSG Energy Pvt. Ltd. Training with SKP & Co Company Secretaries
Percentage of equity shares Nil Nil Nil Nil Nil Nil Nil Nil Nil 0.00
Relation to Board of Directors None None None None None None None None None None

Annexure - 6

Salient features of the financial statements of Subsidiaries for the year ended on 31stMarch 2018

Part "A": Subsidiaries

(figures in lacs)

S. No. Particulars 31st March 2018 31st March 2018 31st March 2018 31st March 2018 31st March 2018 31st March 2018 31st March 2018 31st March 2018
1 Name of Subsidiary Companies Optiemus Electronics Limited Teleecare Network India Private Limited FineMS Electronics Private Limited Optiemus Infracom (Singapore) Pte Ltd International Value Retail Private Limited GDN Enterprises Private Limited MPS Telecom Retail Private Limited Teleecare Network (BD) Private Limited
2 Date since when subsidiary was acquired 29.01.2016 28.03.2018 09.07.2016 05.10.2011 28.03.2018 28.03.2018 28.03.2018 28.03.2018
3 Reporting period of the subsidiary concerned if different from the holding Company's reporting period N.A N.A N.A N.A N.A N.A N.A N.A
4 Reporting Currency INR INR INR USD INR INR INR BDT
5 Exchange Rate (in INR) - - - 65.08 - - - 0.78
6 Share Capital 1386 2969 100 23 199 251 3500 184
7 Reserves & Surplus (1056) 6329 (231) (21) (1829) (561) (7312) (139)
8 Total Assets 15441 29678 31 2 1743 8261 3061 48
9 Total Liabilities 15110 20380 162 0 3341 8572 6873 2
10 Investment 4945 - - - - - -
11 Turnover 17669 72002 324 1 11970 77668 16007 -
12 Profit before Taxation (1694) 89 (109) (1) 28 136 (425) (1)
13 Provision for Taxation - - - 0 - (47) - -
14 Profit after Taxation (1129) 49 (100) (1) 28 184 (425) (1)
15 Proposed Dividend - - - - - - -
16 % of Shareholding 81.08 53.67 60 100 97 100 100 99.60

*There is no such subsidiary which is yet to commence its Business

*Optiemus Infracom Metals & Mining Pte Ltd overseas subsidiary was liquidatedduring the year.

*MPS Telecom Private Limited & Oneworld Teleservices Private Limited Wholly ownedSubsidiaries were merged with the Company

Part "B": Associates and Joint Ventures: N.A.

For and on behalf of the Board of Optiemus Infracom Limited
Ashok Gupta Hardip Singh Anoop Singhal Vikas Chandra
Executive Chairman Executive Director Chief Financial Officer Company Secretary
DIN : 00277434 DIN: 01071395 AARPS2443N AFGPC4820F
Address: C5/15 Vasant Kunj Address: E-152 Sarita Address: A-110 Sec - 55 Address: UGF-2 Plot No. 129
New Delhi- 110070 Vihar New Delhi- 110044 Noida U.P 201 301 Sector 4 Vaishali
Ghaziabad 201010 UP

Annexure - 7 Form No. AOC-2

Pursuant to clause (h) of sub-section (3)of section 134 of the Act and Rule 8(2) of theCompanies (Accounts) Rules 2014

Details of contracts or arrangements or transactions not at arm's length basis : NoneDetails of material contracts or arrangement or transactions at arm's length basis:

Name(s) of the related party and nature of relationship M/s Optiemus Electronics Limited Director of the Company is Director in other Company M/s G R A Enterprises Private Limited Common Director M/s Teleecare Network India Private Limited Relative of Director of the Company is Director in other Company M/s GDN Enterprises Private Limited Relative of a Director of the Company is Director in other Company M/s International value Retail Private Limited Relative of a Director of the Company is Director in other Company M/s MPS Telecom Retail Private Limited Relative of a Director of the Company is Director in other Company
Nature of contracts/ arrangements/ transactions Sale/ Purchase Sale/ Purchase Sale/ Purchase Sale/ Purchase Sale/ Purchase Sale/ Purchase
Duration of the contracts / arrangements/ transactions Not Defined One time Not Defined Not Defined Not Defined Not Defined
Salient terms of the contracts or arrangements or transactions including the value if any: Transaction in ordinary Course of Business and at arm's length price Purchase of 34.41% Equity shares of 34.41% Teleecare Network India Private Limited for total consideration of Rs.23344931/- Transaction in ordinary Course of Business and at arm's length price Transaction in ordinary Course of Business and at arm's length price Transaction in ordinary Course of Business and at arm's length price Transaction in ordinary Course of Business and at arm's length price
Date(s) of approval by the Board if any: Earlier arrangement is continuing without any modification. No fresh Board Resolution passed. Board Resolution dated 26th March 2018 Earlier arrangement is continuing without any modification. No fresh Board Resolution passed. Earlier arrangement is continuing without any modification. No fresh Board Resolution passed. Earlier arrangement is continuing without any modification. No fresh Board Resolution passed. Earlier arrangement is continuing without any modification. No fresh Board Resolution passed.
Amount paid as advances if any: Nil Nil Nil Nil Nil Nil

 

On behalf of the Board of Directors
For Optiemus Infracom Limited
Place : Noida (U.P.) Ashok Gupta
Date : August 29 2018 Executive Chairman