| The Members of
M/s Omansh Enterprises Limited
The Directors have pleasure in presenting the 41st Director's Report
of your Company together with the Audited Statement of Accounts and the
Auditors' Report of your company for the financial year ended, 31st
March, 2015.
1. FINANCIAL HIGHLIGHTS AND STATE OF COMPANY'S AFFAIRS
(a) (Amount in Rs)
Particulars Current year Previous Year
Sales 2,09,24,792.00 9,80,48,987.00
Other Income 14,05,952.00 9,68,419.00
Total Income 2,23,30,744.00 9,90,17,406.00
Depreciation 3,58,541.00 3,73,350.00
Tax
Current Tax 87,228.00 1,05,521.00
Deferred Tax (7,926.00) 0.00
Profit/(Loss) after Tax 2,43,611.43 1,92,598.00
Earnings per share (Rs)
Basic 0.01 0.05
Diluted 0.01 0.05
(b) D uring the year, your Company recorded Total Revenue of Rs.
2,23,30,744.00/- (previous yearRs. 9,90,17,406.00/-). The Company
recorded a Net Profit of Rs. 2,43,611.43/- during the financial year
ended 31st March, 2015 as compared to a Net Profit of Rs.1,92,598.00/- in
the previous year.
(c) Transfer to Reserves in Terms of Section 134 (3) (j) of the
Companies Act, 2013 No amount was transferred to reserves during the
financial year ended 31st March, 2015.
(d) Dividend
Your Directors do not recommend any dividend for the year ended 31st
March, 2015.
(e) Highlights of the Year
During the year, the Company has conducted the Postal Ballot for the
following purposes:
- Alteration of Part A of clause III of the Memorandum of Association
of the Company.
- Sub-division of 1 (One) Equity Share of the face value ofRs. 10/- each
(fully paid-up) into 5 (Five) Equity Shares of face value ofRs.2/ - each
(fully paid-up).
- Alteration of Capital Clause of Memorandum of Association of the
Company.
The abovementioned were carried out after necessary approval was
obtained from members by way of postal ballot, results of which were
declared on 15th December 2014
(f) Material Changes And Commitments
There are no material changes from the end of Financial Year till the
date of this report
2. PUBLIC DEPOSITS
During the year under report, your Company did not accept any deposits
from the public in terms of the provisions of Chapter V of the
Companies Act, 2013.
3. DIRECTORS AND KEY MANAGERIAL PERSONNEL
(a) Changes in Directors and Key Managerial Personnel during the year
Ms. Pooja Bhatia (DIN: 00188770) was appointed as the Additional
Director in accordance with the provisions of section 161(1) of the
Companies Act, 2013 in the Board Meeting held on 21st March 2015, your
Board recommend her appointment as the Director in the ensuing AGM.
Further the Board appointed Mr. Divesh Kumar Bajaj, Non-Executive
Independent Director (DIN: 01118288) as the Chairman of the Company
with effect from 21st March 2015.
Further, the Board appointed Mr. Nitin Gupta, Company Secretary as the
Chief Financial Officer of the Company with effect from 21st March
2015.
(b) Retirement by rotation
In accordance with the provisions of Section 152(6) of the Act and the
Articles of Association of the Company, Mr. Gaurav Mutreja (DIN:
00708580) will retire by rotation at the ensuing Annual General Meeting
('AGM') of the Company and, being eligible, offers himself for
re-appointment. Your Board has recommended his re- appointment.
(c) Declaration of Independence by the Independent Directors
The Independent Directors of your Company have confirmed that they meet
with the criteria of Independence as prescribed under Section 149(6) of
the Act read with Rule 5 of the Companies (Appointment and
Qualification of Directors) Rules, 2014.
Framework for Familiarization Programme for the Independent Directors
is made available on the website of the Company http:// www.
omanshenterprises. com/wp-content/uploads/2015/05/omansh
-enterprises-limited framework-independent-directors. pdf
(d) Attributes, qualifications and appointment of Directors
The Nomination and Remuneration Committee has adopted the attributes
and qualifications as provided in Section 149(6) of the Act and Rule 5
of the Companies (Appointment and Qualification of Directors) Rules,
2014, in respect of Independent Directors. The Committee has also
adopted the same attributes and qualifications, to the extent
applicable, in respect of Non-Independent Directors.
All the Non-Executive Directors of the Company, fulfil the fit and
proper criteria for appointment as Directors. Further, all Directors of
the Company, other than Independent Directors, are liable to
retire by rotation. One-third of the Directors who are liable to retire
by rotation, retire every year and are eligible for re-election.
(e) Remuneration Policy
The Board, on the recommendation of the Nomination and Remuneration
Committee, approved the Remuneration Policy for the Directors, Key
Managerial Personnel and other employees of the Company, a copy of
which is enclosed as Annexure: I to this Report.
(f) Board Evaluation
The Board carried out annual performance evaluation of its own
performance and that of the individual Directors as also functioning of
the Board Committees, as required in terms of Section 134(3)(p) of the
Act. The performance evaluation of the Board and individual Directors
was based on criteria approved by the Nomination and Remuneration
Committee. The Directors expressed their satisfaction with the overall
evaluation process.
4. NUMBER OF BOARD MEETINGS
During the year ended 31st March, 2015, 8 (Eight) meetings of the Board
were held. The Details of which are given below:
Date of Board Meeting Total No. of Directors No. of Directors
attending the
Board Meeting
29th May, 2014 4 4
11th July, 2014 4 4
14th August, 2014 4 4
7th November, 2014 4 4
15th December, 2014 4 4
5th January, 2015 4 4
6th February, 2015 4 4
21st March, 2015 5 5
5. BOARD COMMITTEES
Presently, the Company has three Board Committees with the following
members:
Audit Committee
Mr. Vidya Sagar Bhatia, Chairman
Mr. Divesh Kumar Bajaj, Member
Mr. Gaurav Mutreja, Member
Nomination and Remuneration Committee
Mr. Vidya Sagar Bhatia, Chairman
Mr. Divesh Kumar Bajaj, Member
Mr. Gaurav Mutreja, Member
Shareholders/ Investor's Grievance Committee
Mr. Gaurav Mutreja, Chairman
Mr. Vidya Sagar Bhatia, Member
Mr. Divesh Kumar Bajaj, Member
6. DIRECTORS' RESPONSIBILITY STATEMENT
As required under Section 134(5) of the Act, your Directors confirm
having: -
i) followed in the preparation of the Annual Accounts, the applicable
Accounting Standards with proper explanation relating to material
departures, if any;
ii) selected such accounting policies and applied them consistently and
made judgements 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;
iii) taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of the Act for
safeguarding the assets of your Company and for preventing and
detecting fraud and other irregularities;
iv) prepared the Annual Accounts on a going concern basis; and
v) proper systems have been devised to ensure compliance with the
provisions of all applicable laws and such systems are adequate and
operating effectively.
vi) having laid down the internal financial controls to be followed by
the Company and such internal financial controls are adequate and
operating effectively.
7. SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES
The Company does not have any subsidiary, associate or joint venture.
8. LISTING INFORMATION
The Equity Shares of the Company are listed at Bombay Stock Exchange.
The equity shares of the Company were also listed at Delhi Stock
Exchange and the Uttar Pradesh Stock Exchange, however both the Stock
Exchanges have been Derecognized by SEBI hence non operational.
The payment of Listing fees for year 2015-16 has been made to Bombay
Stock Exchange.
9. DEMATERIALIZATION OF SHARES
The securities of the Company are admitted with NSDL and CDSL, the ISIN
allotted to the Company is INE378P01028.
10. REPORT ON CORPORATE GOVERNANCE
In terms of SEBI Circular No. CIR/CFD/POLICY/CELL/7/2014 dated 15th
September 2014 the provision of Clause 49 of the Listing agreement are
applicable to all listed entities having a paid up share capital ofRs. 10
croresand above or net worth ofRs. 25 crores or more.
Since the paid up capital of the Company is belowRs. 10 crores and also
the net worth of the Company is below Rs.25 Crores, the provisions of
clause 49 of the Listing Agreement are not applicable to the Company.
Thus, the Company is not required to attach the Corporate Governance
report with the Report of the Board of Directors.
11. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
The Company provides a gender friendly workplace, during the year under
review, there were no cases filed pursuant to Sexual Harassment of
Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
None of the employees of your Company is covered under the provisions
of Rule 5(2) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014.
12. RISK MANAGEMENT
The Board has approved the Risk Management Policy of the Company. The
Company's risk management framework is designed to address risks
intrinsic to operations, financials and compliances arising out of the
overall strategy of the Company. The Company manages, monitors and
reports on the principal risks and uncertainties that can impact its
ability to achive it objectives. The responsibility for management of
risks vests with the Managers/ officers responsible for the day-to-day
conduct of the affairs of the Company. Risk focused audits are carried
out periodically by the Internal Auditors, which lead to identification
of areas where risk management processes need to be strengthened.
Annual update is provided to the Board on the effectiveness of the
Company's risk management systems and policies.
13. INTERNAL FINANCIAL CONTROLS & INTERNAL AUDIT
The Company has adequate internal financial controls with respect to
the financial statements, commensurate with the size and scale of the
operations of the Company. During the year such controls were tested
and no reportable material weakness in operation has been observed.
Internal audit of the Company has been carried out during the year. The
Audit Committee reviews the internal audit findings, provides guidance
on internal controls and ensures that the internal audit
recommendations are implemented.
14. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS
Particulars of loans given investments made, guarantees given and
securities provided along with the purpose for which the loan or
guarantee or security is proposed to be utilized by the recipient are
provided in the Financial Statements in Note No. 10 & 14.
15. RELATED PARTY TRANSACTIONS
During the year ended on 31st March 2015 the Company has not entered
into any contract/ arrangement/ transaction with related parties which
could be considered as material in accordance with the policy of the
Company on materiality of related party transactions.
The Policy on materiality of related party transactions and dealing
with related dealing with related party transactions as approved by the
Board is available on the website of the Company at weblink http://
www.omanshenterprises.com/wp-content/uploads/2015/08/Policy-on-
materiality-of-Related-Party-Transactions-and-on-dealing-with-Related-
Partv-T ransactions.pdf
16. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS / COURTS /
TRIBUNALS
During the year under review, no significant or material orders were
passed by the Regulators / Courts / Tribunals which would impact the
going concern status of the Company and its future operations.
17. EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual Return in Form
MGT-9 are provided under Annexure: II to this Report.
18. AUDITORS AND AUDIT REPORT
The Company's Auditors, M/s Satyendra Mrinal & Associates, Chartered
Accountants, were appointed at the 40th AGM to hold such office till
the conclusion of the 43rd AGM. Your Board, in terms of Section 139 of
the Act, on the recommendation of the Audit Committee, has recommended
for the ratification of the Members the appointment of M/s Satyendra
Mrinal & Associates, Chartered Accountants as Auditors of the Company
to hold office from the conclusion of this Annual General Meeting (AGM)
till the conclusion of the next AGM of the Company to be held in the
year 2016. The Board, in terms of Section 142 of the Act, on the
recommendation of the Audit Committee, has also recommended for the
approval of the Members for the appointment of M/s Satyendra Mrinal &
Associates for the financial year 2015-16.
The comments made by the Auditors' in their Report are self explanatory
and do not call for any further comments. The Auditors' Report does not
contain any qualification, reservation or adverse remark.
19. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO
CONSERVATION OF ENERGY:
Steps taken on conservation of energy and impact thereof: Efforts to
conserve electricity by operating only necessary lights, fittings and
fixtures were made during the financial year 2014-15.
Steps taken by the company for utilizing alternate sources of energy:
NIL
Capital investment on energy conservation equipment: NIL. TECHNOLOGY
ABSORPTION:
(I) Efforts, in brief, made towards technology absorption and benefits
derived as a result of the above efforts, e.g. product improvement,
cost reduction, product development, import substitution, etc : NIL
(II) In case of imported technology (imported during the last 3 years
reckoned from the beginning of the financial year), following
information may be furnished:
a) Details of technology imported - NIL
b) Year of import - NIL
c) Whether the technology been fully absorbed - NIL
d) If not fully absorbed, areas where absorption
has not taken place, and the reasons therefore - NIL
(III) Expenditure incurred on research and development - NIL FOREIGN
EXCHANGE EARNINGS AND OUTGO
There were no foreign exchange earnings or foreign exchange outflow
during the year.
20. SECRETARIAL AUDITOR & SECRETARIAL AUDIT REPORT
In terms of Section 204 of the Companies Act, 2013, the Company has
appointed Ms. Anju Yadav, Practicing Company Secretary as the
Secretarial Auditor of the Company for the financial year 2014-15. The
Secretarial Audit Report given by Ms. Anju Yadav, Practicing Company
Secretary is provided under Annexure: III to this Report.
The comments made by the Secretarial Auditor are self explanatory and
do not require and further comments. The Secretarial Audit Report does
not contain any qualification, reservation or adverse remark.
21. ESTABLISHMENT OF VIGIL MACHENISM
The Vigil Mechanism Policy of the Company is formulated in terms of
section 177 (9) of the Companies Act, 2013 read with the provisions of
the Listing Agreement with the Stock Exchange(s) and thereby also
incorporates Whistle Blower Policy. That as per the said policy
protected disclosures can be made by the whistle blower to the
dedicated e-mail / telephone line/ letter to Chairman of Audit
Committee.
The Policy on Vigil Mechanism and Whistle Blower Policy as approved by
the Board is available on the website of the Company at web-link
http://www.omanshenterprises.com/wp-content/uploads/2015/08/Vigil-
Mechanism-and-Whistle-Blower-Policy.pdf
22. ACKNOWLEDGEMENT
Your directors would like to express their sincere appreciation for the
assistance and corporation received from the financial institutions,
banks, Government authorities, customers, vendors and members during
the year under review. Your directors also wish to place on record
their deep sense of appreciation for the committed services by the
Company's executives, staff and workers.
For & on behalf of Board of Directors
For Omansh Enterprises Limited
Sd/-
Divesh Kumar Bajaj
Chairman DIN :01118288
Regd. Off.: Shop No. 37,
Date: 07/08/2015 QD Block, DDA Market,
Place: New Delhi Pitampura, New Delhi - 110034
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