| Dear Members,
The Directors have great pleasure in presenting the Twenty First
Annual Report together with the Audited Accounts of the Company for the
year ended 31st March, 2015.
FINANCIAL HIGHLIGHTS : (In Rs)
Year ended Year ended Particulars 31.03.2015 31.03.2014
Sales & Other Income 5,79,302 7,20,626
Profit / (Loss) before tax and
appropriations 2,31,964 1,21,177
Profit / (Loss) after tax 1,87,800 98,077
Add : Balance brought forward from
previous year 6,73,775 5,75,698
Less: Difference of earlier
years Depreciation (39,198) 0
Profit / (Loss) available for disposal 8,22,377 673775
Proposed Dividend 0 0
Corporate Tax on Proposed Dividend 0 0
Transfer to General Reserve 0 0
Profit carried forward 8,22,377 673775
OPERATIONAL REVIEW :
Your Company has earned income of Rs.5,79,302 during the current year
as compared to Rs.7,20,626. earned in previous year. The company has
achieved Net Profit after Taxes of Rs.1,87,800 as compared to Net
profit of Rs.98,077 in immediately preceding financial year. The
Company has posted better operational and financial performance for the
year under review, which has happened due to the commitment and
untiring efforts of management.
DIVIDEND :
In viewof Nominal profits after taxes, the Directors have decided not
to recommend any dividend for the year ended 31st March, 2015.
SHARE CAPITAL OF THE COMPANY :
The Paid up Equity Share Capital,as at 31st March, 2015 was Rs.
50,00,000/- divided into 5,00,000 Equity shares,having face value of
Rs. 10/- each fully paid up. During the year under review, the Company
has not issued any shares with differential voting rights nor granted
any stock options nor sweat equity.
SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES:
The Company does not have any subsidiaries, joint ventures or associate
companies.
FIXED DEPOSITS:
Your Company has not accepted any deposits within the meaning of
Section 73 of the Companies Act, 2013 and the Companies (Acceptance of
Deposits) Rules, 2014 during the year.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:
There was no loans, guarantees or investments made by the Company under
Section 186 of the Companies Act, 2013 during the year under review and
hence the said provision is not applicable.
CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:
The Provisions of Section 135 of the Companies Act, 2013 read with the
Companies (Corporate Social Responsibility Policy) Rules 2014, were not
applicable to the Company for the Financial Year 2014-15.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
There are no significant and material orders passed by the Regulators
or Courts that would impact the going status of the Company and its
future operations.
DIRECTORS RESPONSIBILITY STATEMENT :
To the best of our knowledge and belief and according to the
information and explanations obtained, Directors make the following
statement in terms of Section 134 of the Companies Act, 2013:
(a) in the preparation of the Annual Accounts, the applicable
accounting standards had been followed along with proper explanation
relating to material departures, if any;
(b) the Directors had selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the company at the end of the financial year and of the profit of
the company for that period;
(c) the Directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of this Act for safeguarding the assets of the company and
for preventing and detecting fraud and other irregularities;
(d) the Directors had prepared the annual accounts on a going concern
basis;
(e) the Directors, had laid down internal financial controls to be
followed by the company and that such internal financial controls are
adequate and were operating effectively.
(f) the Directors had devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems were
adequate and operating effectively.
EXTRACT OF ANNUAL RETURN :
The details forming part of the extract of the Annual Return in form
MGT-9, as required under Section 92 of the Companies Act, 2013, is
included in this Report as Annexure 'A'and forms an integral part of
this Report.
BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL :
Your Company has three (3) Directors of which all are Independent
Directors.
(i) Mrs. Renu Soni (DIN 02651979) resigned from the Board w.e.f. 30th
March, 2015. The Board placed on record its appreciation for the
valuable services rendered and contribution made by Mrs. Renu Soni
during her tenure as Director of the Company.
(ii) During the year under review, the Company has appointed Mrs.
Subrata Paul as an Additional/ Independent Director of the Company with
effect from 30th March, 2015. Your Board proposes to regularize her
appointment and appoint her as an Independent Director of the Company
under Section 149 and 161(1) of the Act for one term of Five Years
commencing from 30th March, 2015.
All Independent Directors have given declaration that they meet the
criteria of independence as laid under Section 149(6) of the Companies
Act, 2013 and Clause 49 of Listing Agreement.
During the year under review, the Company has not appointed any persons
as the Key Managerial Personnel.
BOARD EVALUATION :
Pursuant to the provisions of the Companies Act, 2013, and Clause 49 of
the Listing Agreement, the Board has carriedout an evaluation after
taking into consideration various aspects of the Board's functioning,
composition of the Board and its Committees, culture, execution and
performance of specific duties, remuneration, obligations and
governance.The Board of Directors expressed their satisfaction with the
evaluation process.
Number of Meetings of The Board of Directors:During the year 5 Board
Meetings were convened and held on 30.05.2014, 13.08.2014, 15.11.2014,
14.02.2015 and 30.03.2015.Details of these are as follows:
No. of meetings
Name of the Director Category of during the year
Directorship
Held Attended
Mr. Krishan Kumar Non-executive, 5 5
Bhajanlal Rathi Independent Chairman
Mr. Rajesh Srinivwas Non-executive, 5 5
Nawathe Independent Director
Mrs. Renu Soni Non-executive, 5 5
(Ceased w.e.f. Non-Independent
30.03.2015) Director
Mrs. Subrata Paul Non-executive, - -
(Appointed w.e.f IndependentDirector
30.03.2015)
AUDIT COMMITTEE:
In accordance with the provisions of the Listing Agreement and
Corporate Governance, the Company has constituted an Audit Committee
comprising of three Directors. The Board terms of reference of the
Audit Committee are in consonance with the provisions of Section 177 of
the Companies Act, 2013 and of the Listing Agreement.
The Committee acts as a link between the Management, the statutory
Auditors and the Board of Directors of the Company. The Committee
focuses its attention on monitoring the financial reporting system
within the Company, considering Quarterly & Annual Financial Results of
the Company and submitting its observations to the Board of Directors
before its adopted by the Board, review of internal audit report,
internal control system, audit methodology and process, major
accounting policies and practice, compliance with accounting standards.
Committee also reviews the legal compliance reporting system.
The particulars of Members of Audit Committee and their attendance at
the Meetings are as under:
Name of the Director Designation Category of
Directorship
Mr. Krishan Kumar Chairman Non-Executive,
Bhajanlal Rathi Independent Director
Mr. Rajesh Srinivwas Member Non-Executive,
Nawathe Independent Director
Mrs. Renu Soni Member Non-executive,
(Ceased w.e.f. 30.03.2015) Non-Independent
Director
Ms. Subrata Paul Member Non-Executive
(Appointed w.e.f. 30.03.2015) Independent Director
Name of the Director No. of meetings during the year
Held Attended
Mr. Krishan Kumar 4 4
Bhajanlal Rathi
Mr. Rajesh Srinivwas 4 4
Nawathe
Mrs. Renu Soni 4 4
(Ceased w.e.f. 30.03.2015)
Ms. Subrata Paul - -
(Appointed w.e.f. 30.03.2015)
The Audit Committee meetings were held on 30th May, 2014, 13th August,
2014, 15th November 2014 and 14th February, 2015and all the member
Directors of Audit Committee were present.
NOMINATION & REMUNERATION COMMITTEE & ITS POLICY :
The Company has renamed the existing Remuneration Committee to
"Nomination and Remuneration Committee" pursuant to Section 178 of the
Companies Act, 2013. The Board of Directors has framed a policy which
lays down a framework in relation to remuneration of Directors, Key
Managerial Personnel and Senior Management of the Company. The policy
lays down the criteria determining qualifications, positive attributes,
independence of a director and other matters pursuant to the provisions
of sub-section (3) of Section 178 of the Companies Act, 2013.
The particulars of Members of Nomination & Remuneration Committee and
their attendance at the Meetings are as under :
Name of the Director Designation Category of
Directorship
Mr. Krishan Kumar Chairman Non-Executive,
Bhajanlal Rathi Independent Director
Mr. Rajesh Srinivwas Member Non-Executive,
Nawathe Independent Director
Mrs. Renu Soni Member Non-executive,
(Ceased w.e.f. 30.03.2015) Director
Ms. Subrata Paul Member Non-Executive
(Appointed w.e.f. 30.03.2015) Independent Director
Name of the Director No. of meetings during the year
Held Attended
Mr. Krishan Kumar 1 1
Bhajanlal Rathi
Mr. Rajesh Srinivwas 1 1
Nawathe
Mrs. Renu Soni 1 1
(Ceased w.e.f. 30.03.2015)
Ms. Subrata Paul - -
(Appointed w.e.f. 30.03.2015)
The Remuneration Committee meeting was held on 14th February, 2015.
STAKEHOLDERS RELATIONSHIP COMMITTEE :
The Board of Directors of the Company has re-named Share Holders
Grievance/ Share Transfer Committeeasa 'Stakeholders Relationship
Committee' in order to align it with the provisions of Section 178 of
the Companies Act, 2013. The Committee has been constituted to
strengthen the investor relations and to inter-alia, look into issues
relating to shareholders grievances pertaining to transfer of shares,
non- receipt of declared dividends, non-receipt of Annual Report,
issues concerning de-materialization etc.
The particulars of Members of Nomination & Remuneration Committee and
their attendance at the Meetings are as under :
Name of the Director Designation Category of
Directorship
Mr. Krishan Kumar Chairman Non-Executive,
Bhajanlal Rathi Independent Director
Mr. Rajesh Srinivwas Member Non-Executive,
Nawathe Independent Director
Mrs. Renu Soni Member Non-executive,
(Ceased w.e.f. 30.03.2015) Director
Ms. Subrata Paul Member Non-Executive
(Appointed w.e.f. 30.03.2015) Independent Director
Name of the Director No. of meetings during the year
Held Attended
Mr. Krishan Kumar 2 2
Bhajanlal Rathi
Mr. Rajesh Srinivwas 2 2
Nawathe
Mrs. Renu Soni 2 2
(Ceased w.e.f. 30.03.2015)
Ms. Subrata Paul - -
(Appointed w.e.f. 30.03.2015)
REMUNERATION AND SITTING FEES.
The details of Remuneration paid or Sitting fees paid as applicable are
as follows :
Name of the Director Category of Directorship
Mr. Krishan Kumar Non-Executive, Independent
Bhajanlal Rathi Chairman
Mr. Rajesh Srinivwas Non-Executive, Independent
Nawathe Director
Mrs. Renu Soni Non-Executive Director
(Ceased w.e.f. 30.03.2015)
Mrs. Subrata Paul Non-Executive,
(Appointed w.e.f 30.03.2015) Independent Director
Name of the Director Remuneration Sitting fees
paid to the paid to the
Director Director
Mr. Krishan Kumar NA -
Bhajanlal Rathi
Mr. Rajesh Srinivwas NA -
Nawathe
Mrs. Renu Soni NA -
(Ceased w.e.f. 30.03.2015)
Mrs. Subrata Paul NA -
(Appointed w.e.f 30.03.2015)
SEPARATE MEETING OF THE INDEPENDENT DIRECTORS :
The Independent Directors Meeting was held on 13th February, 2015,
without the attendance of NonIndependent Directors and members of
Management. All the Independent Directors were present at the meeting.
The Board of Directors expressed their satisfaction with the evaluation
process.
VIGIL MECHANISM / WHISTLE BLOWER POLICY :
The Company has a Vigil Mechanism / Whistle Blower policy to report
genuine concerns, grievances, frauds and mismanagements, if any. The
Vigil Mechanism /Whistle Blower policy has been posted on the website
of the Company.
RISK MANAGEMENT POLICY :
During the year, your Directors have constituted a Risk Management
Committee which has been entrusted with the responsibility to assist
the Board (a) to ensure that all the current and future material risk
exposures of the Company are identified, assessed, quantified,
appropriately mitigated, minimized and managed i.e. to ensure adequate
systems for risk management (b) to establish a framework for the
company's risk management process and to ensure its implementation (c)
to enable compliance with appropriate regulations, wherever applicable,
through the adoption of best practices and (d) to assure business
growth with financial stability.
A Risk Management Policy was reviewed and approved by the Committee.
RELATED PARTY TRANSACTIONS :
The Company has not entered into any related party transactions which
falls under the provisions of Section 188 of the Companies Act, 2013
and rules made thereunder.
DEPOSITORY SERVICES :
The Company's Equity Shares have been admitted to the depository
mechanism of the National Securities Depository Limited (NSDL) and also
the Central Depository Services (India) Limited (CDSL). As a result the
investors have an option to hold the shares of the Company in a
dematerialized form in either of the two Depositories. The Company has
been allotted ISIN No. INE113B01029.
Shareholders therefore are requested to take full benefit of the same
and lodge their holdings with Depository Participants [DPs] with whom
they have their Demat Accounts for getting their holdings in electronic
form.
CODE OF CONDUCT :
Your Company is committed to conducting its business in accordance with
the applicable laws, rules and regulations and highest standards of
business ethics. In recognition thereof, the Board of Directors has
implemented a Code of Conduct for adherence by the Directors, Senior
Management Personnel and Employees of the Company. This will help in
dealing with ethical issues and also foster a culture of accountability
and integrity.All the Board Members and Senior Management Personnel
have confirmed compliance with the Code.
STATUTORY AUDITOR :
M/s Sampat Mehta & Associates, Chartered Accountants, (Firm
Registration No.109038W)were appointed as the Statutory Auditors of the
Company at the AGM held on 30th September,2014 to hold office until the
conclusion of third consecutive AGM, are recommended for ratification
of appointment for the Financial Year 2015-16. As required under the
provisions of Section 139 and 142 of the Companies Act, 2013, the
Company has obtained written confirmation from M/s Sampat Mehta &
Associates that their appointment, if made, would be in conformity with
the limits specified in the said Section.
COST AUDITOR :
The Provisions of Section 148 of the Companies Act, 2013 and read with
the Companies (Cost Records andAudit)Rules,2014 as amended from time to
time, Cost audit is not applicable to the Company.
SECRETARIAL AUDIT :
Pursuant to provisions of section 204 of the Companies Act, 2013 and the
Rules made thereunder, the company has appointed Ms. Bijal Gada, Company
Secretary, to undertake the Secretarial Audit of the Company. The
Secretarial Audit report is annexed herewith as Annexure 'B' and forms
an integral part to this Report.
AUDITOR'S REPORT/ SECRETARIAL AUDIT REPORT :
The observations of the auditors contained in their Report have been
adequately dealt with in the Notes to the Accounts which are self
explanatory and, therefore, do not call for any further comments. As
required under section 204 (1) of the Companies Act, 2013 the Company
has obtained a secretarial audit report. The Secretarial Auditor has
made observation with regards the composition of the Board of Director
and Key Managerial Personnel appointment. The company is under process
of complying with the same and would ensure in future that all the
provisions are compiled to the fullest extent.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY :
The Company has an in house Internal Control System, commensurate with
the size, scale and complexity of its operations. The scope and
authority of the Internal Audit function is defined by the Audit
Committee. To maintain its objectivity and independence, the Internal
Audit function reports to the Chairman of the Audit Committee of the
Board. The Internal Audit Department monitors and evaluates the efficacy
and adequacy of internal control system in the Company, its compliance
with operating systems, accounting procedures and policies of the
Company.
Based on the internal audit function, the Company undertakes corrective
action in their respective areas and thereby strengthens the controls.
Significant audit observations and recommendations along with corrective
actions thereon are presented to the Audit Committee of the Board.
CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORTS :
The Provisions of Corporate Governance are not applicable to the
Company& Management Discussion and Analysis Reports forms part of the
Notice.
PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND
FOREIGN EXCHANGE EARNING AND OUTGO :
The information on conservation of energy, technology absorption and
foreign exchange earnings and outgo pursuant to Section 134(3)(m) of the
Companies Act, 2013, read with the Rule 8(3) of the Companies (Accounts)
Rules, 2014 is not applicable.
SEXUAL HARASSMENT :
The Company has constituted an Internal Complaint Committee as required
under Section 4 of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013 and the Rules made
thereunder.During the year under review, no complaints were reported.
SAFETY, ENVIRONMENT CONTROL AND PROTECTION :
The Company is aware of the importance of environmentally clean and safe
operations. The Company's policy requires conduct of operations in such
a manner, so as to ensure safety of all concerned, compliances,
environmental regulations and preservation of natural resources at the
Plant.
PARTICULARS OF EMPLOYEES :
The information required pursuant to Section 197 read with rule 5 of the
Companies (Appointment and Remunerationof Managerial Personnel) is not
applicable.
LISTING :
The Company'sShares are listed on BSE Limited and Cochin Stock Exchange.
APPRECIATION :
Your Directors would like to express their sincere appreciation to the
company's Shareholders, Vendors and Stakeholders including Banks,
Government authorities, other business associates, who have extended
their valuable sustained support and encouragement during the year under
review. Your Directors also wish to place on record their appreciation
for impressive growth achieved through the competence, hard work,
solidarity, cooperation and support of employees at all levels.
Registered Office: On behalf of the Board of Directors
308, Maker Bhavan No. III, For OMEGA INTERACTIVE TECHNOLOGIES LIMITED
21, New Marine Lines,
Mumbai, 400 020
Date: 30th May,2015 sd/
Krishan Bhajanlal Rathi
Director
DIN: 00395322 |