A Oneindia Venture
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Omega Interactive Technologies Ltd. के निदेशक की रिपोर्ट
Mar 31, 2025
Your directors take pleasure in presenting their report on the business and operations of your Company along with Audited
Financial Statements for the year ended as on March 31, 2025.
FINANCIAL HIGHLIGHTS (in Lakhs)
|
PARTICULARS |
F.Y.2024-25 |
F.Y.2023-24 |
|
Total Revenue |
2.05 |
9.00 |
|
Other Income |
255.46 |
5.31 |
|
Total Income |
257.51 |
14.31 |
|
Less: Total Expenses |
(98.65) |
(23.11) |
|
Profit before exceptional items and tax |
158.85 |
(8.80) |
|
Exceptional Items |
- |
- |
|
Profit before Tax |
158.85 |
(8.80) |
|
Less: Tax Expenses |
- |
- |
|
Current Tax |
(39.98) |
- |
|
Excess provision for Tax of earlier periods written back |
- |
|
|
Profit after Tax |
118.88 |
(8.80) |
|
Earnings per share (EPS) |
||
|
Basic |
8.59 |
(1.76) |
|
Diluted |
8.59 |
(1.76) |
REVIEW OF PERFORMANCE
During the year under review, the Company recorded a Total Income of ^257.51 Lakhs for the Financial Year 2024-25 as
compared to ^14.31 Lakhs in the previous Financial Year 2023-24.
The Company reported a Profit After Tax (PAT) of ^118.87 Lakhs in Financial Year 2024-25 as against a loss of ^8.80 Lakhs in the
Financial Year 2023-24. This turnaround in performance is primarily due to higher other income and better cost management
during the year.
The Basic and Diluted Earnings Per Share (EPS) stood at ^8.59 for the year ended March 31, 2025, as compared to ^(1.76) in the
previous year.
FINANCIAL STATEMENTS
The audited financial statements of the Company drawn up, for the financial year ended March 31, 2025, in accordance with the
requirements of the Companies (Indian Accounting Standards) Rules, 2015 ("Ind AS") notified under Section 133 of the Act, read
with relevant rules and other accounting principles.
Dividend & Reserves
With a view to conserve the resources of the company for future, your director does not recommend any dividend for the
Financial Year 2024-25 (Previous Year - Nil).
Transfer to reserve
During the year under review, the company has not transferred any amount to reserves.
Change in Nature of Business
During the year under review, there is no change in the Nature of business activities carried out by the Company. However, vide
special resolutions passed in Extra-Ordinary General Meeting held on September 01, 2025 have approved to change an object
clause of memorandum in order to enter n diverse business activities including manpower recruitment and staffing services
across all levels, both in India and abroad; production, distribution, and exhibition of films, web series, and other audio-visual
content, along with the use of AI and related technologies in media and entertainment; development and provision of software
and AI solutions, particularly for the healthcare sector, and offering IT-enabled services such as data processing and
transcription; dealing in computer hardware, software, and IT education; development of systems and application software
including internet-based solutions; digital marketing, advertising, and franchising of its services and products globally;
manufacturing, processing, trading, and exporting agricultural and food products; designing, manufacturing, and trading of
jewellery, precious metals, stones, antiques, and related luxury goods; real estate development including residential,
commercial, and industrial properties; and undertaking construction and infrastructure projects such as buildings, roads, bridges,
and public utilities, along with associated design, management, leasing, and sales activities.
TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUNDS (IEPF)
The provision of Section 125 of Companies Act, 2013 is not applicable to the company as the company has not declared any
dividend to its shareholders.
SHARE CAPITAL:
Authorized Capital
The Authorized Share Capital of the Company as at the end of the financial year 2024-25 stood at ^50,00,000/- (Rupees Fifty
Lakhs Only), divided into 5,00,000 (Five Lakh) equity shares of ^10/- (Rupees Ten) each.
Whereas after the closure of the year, subsequently, vide special resolutions passed in an Extra-Ordinary General Meeting held
on September 01, 2025, an authorized share capital of the company have been increased and the same stood at ^10,22,00,000/-
(Rupees Ten Crore Twenty-Two Lakhs Only), divided into 1,02,20,000 (One Crore Two Lakh Twenty Thousand) equity shares of
^10/- (Rupees Ten) each as on date of signing the report
Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions
on these items during the year under review:
A) Issue of equity shares with differential rights
B) Issue of sweat equity shares
C) Issue of employee stock options
Issued, Subscribed & Paid-up Capital
During the year under review:
⢠The Company allotted 1099432 equity shares, pursuant to conversion of 1099432 Equity warrants each convertible into,
or exchangeable for, 1 fully paid-up equity share of the Company of face value Rupees 10.00, on a preferential basis, to
persons other than the Promoters and Promoter Group, at price of Rupees 128.00 per Warrant.
The paid-up equity share capital of the Company as on March 31, 2025, was at ^1,59,94,320/-, comprising 15,99,432 equity
shares of ^10/- each, fully paid-up.
Further, after the closure of financial year, the company has further allotted 991817 equity shares, pursuant to conversion of
991817 Equity warrants each convertible into, or exchangeable for, 1 fully paid-up equity share of the Company of face value
Rupees 10.00, on a preferential basis, to persons belonging to persons & promoter''s group and persons other than the Promoters
and Promoter Group, at price of Rupees 128.00 per Warrant.
As on the date of report, the paid-up equity share capital of the Company as on March 31, 2025, was at ^2,59,12,490/-,
comprising 25,91,249 equity shares of ^10/- each, fully paid-up.
The entire Paid-up Equity shares of the Company are listed at BSE Limited.
After the closure of the financial year, vide special resolutions passed at an Extra-ordinary General Meeting held on September
01, 2025, the Company had approved an allotment of up to 92,00,000 Fully Convertible Equity Warrants at issue price of Rs
103.50 per Convertible Equity Warrant including premium of Rs. 93.50/- per Convertible Equity Warrant, convertible into
equivalent number of fully paid-up equity share of the company of face value of Re. 10/- (Rupees Ten Only) at an option of the
proposed Allottees, within a maximum period of 18 months from the date of allotment of warrants to specified investors.
MANAGEMENT DISCUSSION AND ANALYSIS
The Management Discussion and Analysis Report on the operations of the Company, as required under Regulation 34 read with
Schedule V of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015
(hereinafter referred to as ''Listing Regulations'') and as approved by the Board of Directors, is provided in a separate section and
forms an integral part of this Report.
ANNUAL RETURN
Pursuant to Section 92 of the Act read with the applicable Rules, the Annual Return for the year ended 31st March, 2025 can be
accessed on the Company''s website at https://omegainteractive.in/.
SUSIDIARIES/JOINT VENTURES/ASSOCIATE COMPANIES
The Company does not have any subsidiaries, joint ventures or associate companies
PUBLIC DEPOSITS
The 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 under review.
DIRECTORS'' RESPONSIBILITY STATEMENT
To the best of our knowledge and belief and according to the information and explanations obtained by them, your Directors
make the following statement in terms of Section 134(3) (c) of the Companies Act, 2013:
a) That in the preparation of the Annual Accounts for the year ended 31st March, 2025, the applicable accounting standards
have been followed along with proper explanation relating to material departures, if any;
b) That 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) That the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance
with the provisions of the Companies Act, 2013 for safeguarding the assets of the company and for preventing and
detecting fraud and other irregularities;
d) The Annual Accounts have been prepared on a going concern basis
e) That 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; and
f) That the directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that
such systems were adequate and operating effectively.
CORPORATE GOVERNANCE REPORT
As per the provisions of Regulation 15(2) of Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the provisions related to Corporate Governance as specified in Regulations 17, 18, 19, 20,
21,22, 23, 24, 25, 26, 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 and Para C, D and E of Schedule V shall not
apply to a listed entity having paid up Share Capital not exceeding Rupees Ten Crores and Net worth not exceeding Rupees
Twenty Five Crores, as on the last day of the previous financial year.
As on the last day of the previous financial year, the paid up Share Capital and Net worth of the Company was below the threshold
limits stated above, thereby presently the Company is not required to comply with the above provisions of Corporate
Governance. Accordingly, the Report on Corporate Governance and Certificate regarding compliance of conditions of Corporate
Governance are not made a part of the Annual Report.
PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND
OUTGO
Information under Section 134(3)(m) of The Companies Act, 2013, read with Rule 8 of the Companies (Accounts) Rules, 2014,
details regarding Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo for the year under
review are as follows:
Conservation of Energy
a) Steps taken or impact on conservation of energy-The Operations of the Company do not consume energy intensively.
However, Company continues to implement prudent practices for saving electricity and other energy resources in day-
to-day activities.
b) Steps taken by the Company for utilizing alternate sources of energy-Though the activities undertaken by the Company
are not energy intensive, the Company shall explore alternative sources of energy, as and when the necessity arises.
Technology Absorption
c) The efforts made towards technology absorption - The Company continues to take prudential measures in respect of
technology absorption, adaptation and take innovative steps to use the scarce resources effectively.
d) In case of imported technology (imported during the last three years reckoned from the beginning of the financial year)
- Not Applicable
The Particulars of Foreign Exchange and Outgo for the year under review are: (Rs. in Lakhs)
|
PARTICULARS |
March 31, 2025 |
March 31, 2024 |
|
Foreign exchange earning |
Nil |
Nil |
|
Foreign exchange outgo |
Nil |
Nil |
PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
The Company has not employed any employee except the Managing Director, Executive and Company Secretary. Hence, the
information required under Section 197(12) of the Companies Act, 2013 and rule 5(2) and 5(3) of Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 is not given separately.
BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
Constitution of Board
The composition of Board complies with the requirements of the Companies Act, 2013 ("Act"). Further, in pursuance of
Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), the
Company is exempted from requirement of having composition of Board as per Regulation 17 of Listing Regulations.
None of the Directors of Board is a member of more than ten Committees or Chairperson of more than five committees across
all the Public companies in which they are Director. The necessary disclosures regarding Committee positions have been made
by all the Directors.
None of the Director of the Company is serving as a Whole-Time Director in any Listed Company and is holding position of
Independent Director in more than 3 Listed Company. Neither any of the Director of the Company is holding position as Director
in more than 7 listed entities nor any of the Director of the Company serve as Independent Director in more than 7 listed entities.
As on the date of this report the Board of the Company comprises Six Directors out of which one is Managing Director; Three
are professional Non-Executive Directors and two are Non-Promoter Non-Executive Independent Directors. The Board comprise
following Directors as date of report:
|
Sr. No. |
Name of |
Category |
Date of Appointment at |
Total Directorship |
No. of Con CommitteeA |
nmitteeA |
No. of |
|
1 |
Mr. Arun Kumar 09055964)* |
Executive Director |
March 24, 2023 |
1 |
3 |
NIL |
|
|
2 |
Mr. Pankaj Baid |
Independent Director |
March 24, 2023 |
4 |
4 |
3 |
NIL |
|
3 |
Mr. Kalpeshkumar |
Non¬ Executive Director |
November 22, |
1 |
NIL |
NIL |
|
|
4 |
Ms. Tejal (DIN: 10841519) |
Independent Woman Director |
November 22, |
1 |
3 |
NIL |
|
|
5 |
Mr. Suhit Bakshi 06395813)* |
Non¬ Executive Director |
September 03, |
1 |
3 |
NIL |
|
|
6 |
Mr. Dineshkumar D. (DIN: 10840546) |
Managing Director |
November 22, |
1 |
NIL |
NIL |
|
|
7 |
Ms. Divya 88845886)$ |
Independent Director |
March 24, 2023 |
2 |
NIL |
NIL |
$ Resigned w.e.f. July 27, 2024 *Resigned w.e.f. September 8, 2025
ACommittee includes Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee and
Independent Directors Committee across all Public Companies.
During the year under, Ms. Divya Savjibhai Thakor (DIN: 88845886) has resigned from the post of independent directorship of
the company w.e.f. July 27, 2024. Further Mr. Suhit Bakshi (DIN: 06395813) was appointed as a Non-Executive additional Director
of the company w.e.f. September 03, 2024, and their appointment has been regularized in previous AGM held on September
30, 2024.
On the basis of Nomination and Remuneration Committee and subject to approval of members of the company, Mr.
Kalpeshkumar Nanalal Vohra (DIN: 10841522) has been appointed as an additional Non-Executive Director of the company w.e.f.
November 22, 2024. Ms. Tejal Kalpeshbhai Vohra (DIN: 10841519) have been appointed as an Additional Non-Executive
Independent Directors of the company w.e.f. November 22, 2024. Mr. Dineshkumar D. Sabnani (DIN: 10840546) has, On the
basis of Nomination and Remuneration Committee and subject to approval of members of the company, has been appointed as
an Additional Director categorized as Managing Director for a period of five years w.e.f. November 22, 2024. The company has
received a notice in writing under Section 160 of the Act from a Members proposing their candidatures for the post of respective
Directorship of the company. Therefore, the Board of Directors proposes their appointment as Directors of the company, liable
to retire by rotation.
After the closure of the financial year, On the basis of Nomination and Remuneration Committee and subject to approval of
members of the company, Mr. Arvind Vinodkumar Vegda (DIN: 7429884) has been appointed as a Non-executive Director as
categorized as Chairman of the Company and Mr. Ritu Ashokbhai Sharma (DIN: 11092056) has been appointed as an Additional
Non-Executive Directors of the company w.e.f. May 06, 2025. The company has received a notice in writing under Section 160
of the Act from a Members proposing their candidatures for the post of Non-Executive Directors of the company. Therefore, the
Board of Directors proposes their appointment as Non-Executive Directors of the company, liable to retire by rotation.
Further, Mr. Vishnu Kumar Somani (DIN: 08621673) has been appointed as an Additional Non-Executive Director of the company
w.e.f. July 26, 2024. However, he has resigned from the post of Non-Independent Director of the company w.e.f. September 05,
2024.
None of the Directors of Board is a member of more than ten Committees or Chairman of more than five committees across all
the public companies in which they are Director. The necessary disclosures regarding Committee positions have been made by
all the Directors. None of the Directors of the Company is disqualified for being appointed as a Director pursuant to Section 164
(2) of the Companies Act, 2013.
Disclosure by Directors:
The Directors on the Board have submitted notice of interest under Section 184(1) i.e. in Form MBP 1, intimation under Section
164(2) i.e. in Form DIR 8 and declaration as to compliance with the Code of Conduct of the Company. None of the Directors of
the Company is disqualified for being appointed as Director as specified in Section 164 (2) of the Companies Act, 2013.
Board Meeting
Regular meetings of the Board of Directors are held at least once in a quarter, inter-alia, to review the quarterly results of the
Company. Additional Board meetings are convened to discuss and decide on various business policies, strategies and other
businesses. During the year under review, Board of Directors of the Company met 12 (Twelve) times viz; May 30, 2024; June 14,
2024; July 26, 2024; August 14, 2024; September 04, 2024; November 12, 2024; November 22, 2024; December 14, 2024;
December 27, 2024; December 28, 2024; February 11, 2025; and March 25, 2025.
The details of attendance of each Director at the Board Meeting during the year and Annual General Meeting are given below:
|
Ms. Mr. Mr. Ms. Name of Mr. Mr Mr Dineshkumar D. Director Arun PankajKalpeshkumar Tejal Suhlt Sabnani* Divya Savj|bhai Kumar< Baid Nanalal Vohra* Kalpeshbhai Bakshi@< Thakor (DIN: Vohra* 88845886)$ |
|||||||
|
Number of Meeting held |
12 |
12 |
12 |
12 |
12 |
12 |
12 |
|
Number of |
12 |
12 |
5 |
5 |
8 |
5 |
3 |
|
Number of |
12 |
12 |
5 |
5 |
8 |
5 |
3 |
|
attended |
|||||||
|
Presence at |
Yes |
Yes |
NA |
NA |
Yes |
NA |
NA |
|
* Appointed w.e.f. November 22, @Appointed w.e.f. September 03, $ Resigned w.e.f. July 27, |
|||||||
Changes in Directors
During the year under, Ms. Divya Savjibhai Thakor (DIN: 88845886) has resigned from the post of independent directorship of
the company w.e.f. July 27, 2024. Further Mr. Suhit Bakshi (DIN: 06395813) was appointed as a Non-Executive additional Director
of the company w.e.f. September 03, 2024, and their appointment has been regularized in previous AGM held on September
30, 2024. Mr. Vishnu Kumar Somani (DIN: 08621673) has been appointed as an Additional Non-Executive Director of the
company w.e.f. July 26, 2024. However, he has resigned from the post of Additional Non-Executive Director of the company
w.e.f. September 05, 2024.
Further, On the basis of Nomination and Remuneration Committee and subject to approval of members of the company, Mr.
Kalpeshkumar Nanalal Vohra (DIN: 10841522) has been appointed as an Additional Non-executive Director of the Company
w.e.f. November 22, 2024, Ms. Tejal Kalpeshbhai Vohra (DIN: 10841519) have been appointed as an Additional Non-Executive
Independent Woman Director of the company w.e.f. November 22, 2024. Mr. Dineshkumar D. Sabnani (DIN: 10840546) has, On
the basis of Nomination and Remuneration Committee and subject to approval of members of the company, has been appointed
as an Additional Director categorized as Managing Director for a period of five years w.e.f. November 22, 2024. The company
has received a notice in writing under Section 160 of the Act from a Members proposing their candidatures for the post of
Directors of the company. Therefore, the Board of Directors proposes their appointment as Directors of the company, liable to
retire by rotation.
After the closure of the financial year, On the basis of Nomination and Remuneration Committee and subject to approval of
members of the company, Mr. Arvind Vinodkumar Vegda (DIN: 7429884) has been appointed as an Additional Non-Executive
Director categorized as Chairman of the Company and Mr. Ritu Ashokbhai Sharma (DIN: 11092056) has been appointed as an
Additional Non-Executive Directors of the company w.e.f. June 06, 2025. The company has received a notice in writing under
Section 160 of the Act from a Members proposing their candidatures for the post of Non-Executive Directors of the company.
Therefore, the Board of Directors proposes their appointment as Non-Executive Directors of the company, liable to retire by
rotation.
The relevant details, as required under Regulation 36(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015 ("SEBI Listing Regulations") and Secretarial Standards-II issued by ICSI, of the person seeking re-appointment as Directors
are annexed to the Notice convening the 31st Annual General Meeting.
Independent Directors
In terms of Section 149 of the Companies Act, 2013 and rules made there under and Listing Regulations, the Company has Two
Non-Promoter Non-Executive Independent Directors as on the date of this report. In the opinion of the Board of Directors, both
Independent Directors of the Company meet all the criteria mandated by Section 149 of the Companies Act, 2013 and rules
made there under and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,
2015 and they are Independent of Management.
A separate meeting of Independent Directors was held on March 25, 2025 to review the performance of Non-Independent
Directors and Board as whole and performance of Chairperson of the Company including assessment of quality, quantity and
timeliness of flow of information between Company management and Board that is necessary for the board of directors to
effectively and reasonably perform their duties.
The terms and conditions of appointment of Independent Directors and Code for Independent Director are incorporated on the
website of the Company.
The Company has received a declaration from the Independent Directors of the Company under Section 149(7) of Companies
Act, 2013 and 16(1) (b) of Listing Regulations confirming that they meet criteria of Independence as per relevant provisions of
Companies Act, 2013 for financial year 2024-25. The Board of Directors of the Company has taken on record the said declarations
and confirmation as submitted by the Independent Directors after undertaking due assessment of the veracity of the same. In
the opinion of the Board, they fulfill the conditions for Independent Directors and are independent of the Management. All the
Independent Directors have confirmed that they are in compliance with Rules 6(1) and 6(2) of the Companies (Appointment and
Qualification of Directors) Rules, 2014, with respect to registration with the data bank of Independent Directors maintained by
the Indian Institute of Corporate Affairs.
Further, On the basis of Nomination and Remuneration Committee and subject to approval of members of the company, Ms.
Tejal Kalpeshbhai Vohra (DIN: 10841519) have been appointed as an Additional Non-Executive independent Directors of the
company for a period of five years w.e.f. November 22, 2024. Ms. Divya Savjibhai Thakor (DIN: 88845886) has resigned from the
post of independent directorship of the company w.e.f. July 27, 2024.
Details of Key Managerial Personnel
As on March 31, 2025 the Company have Mr. Dineshkumar Dharamkumar Sabnani (DIN: 10840546), Additional Director
categorized as Managing Director of the company w.e.f. November 22, 2024 and Mr. Ankit Bhojak, Company Secretary of the
company w.e.f. June 14, 2024 who were acting as Key Managerial Personnel in accordance with Section 203 of the Companies
Act, 2013.
During the year under review, Mr. Ankit Bhojak has been appointed as Company Secretary and Compliance Officer of the
company w.e.f. June 14, 2024. Further, Mr. Dineshkumar Dharamkumar Sabnani (DIN: 10840546) has been appointed as an
Additional Director categorized as Managing Director of the company w.e.f. November 22, 2024. Mr. Ashutosh Chhawchharia,
has resigned from his position as the Chief Financial Officer of the Company; with effect from Closing business hours of January
29, 2025.
Performance Evaluation
The Board of Directors has carried out an annual evaluation of its own performance, board committees and individual directors
pursuant to the provisions of the Act.
a) The performance of the board was evaluated by the board, after seeking inputs from all the directors, on the basis of the
criteria such as the board composition and structure, effectiveness of board processes, information and functioning etc.
b) The performance of the committees was evaluated by the board after seeking inputs from the committee members on the
basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc.
c) The board and the Nomination and Remuneration Committee reviewed the performance of the individual directors on the
basis of the criteria such as the contribution of the individual director to the board and committee meetings like
preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In
addition, the performance of chairman was also evaluated on the key aspects of his role.
d) Separate meeting of Independent Directors was held to evaluate the performance of non-independent directors,
performance of the board as a whole and performance of the chairman, taking into account the views of executive directors
and non-executive directors. The same was discussed in the board meeting that followed the meeting of the independent
directors, at which the performance of the board, its committees and individual directors was also discussed. Performance
evaluation of independent directors was done by the entire board, excluding the independent director being evaluated.
Directors Responsibility Statement
Pursuant to section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm
that:
e) In preparation of Annual Accounts for the year ended March 31, 2025, the applicable Accounting Standards have been
followed and that no material departures have been made from the same;
f) 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 or loss of the Company for that year;
g) The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with
the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting
fraud and other irregularities;
h) The Directors had prepared the Annual Accounts for the year ended as on March 31, 2025 on going concern basis.
i) The Directors had laid down the internal financial controls to be followed by the Company and that such Internal Financial
Controls are adequate and were operating effectively; and
j) 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.
COMMITTEES OF BOARD
Your Company has constituted several Committees in compliance with the requirements of the relevant provisions of applicable
laws and statutes, details of which are given hereunder.
1. Audit Committee
Audit Committee meeting is generally held once in quarter for the purpose of recommending the quarterly/half yearly/yearly
financial results and the gap between two meetings did not exceed one hundred and twenty days. The Audit Committee met 11
(Ten) times during the Financial Year 2024-25 viz.; May 30, 2024; July 26, 2024; August 14, 2024; September 04, 2024; November
12, 2024; November 22, 2024; December 14, 2024; December 21, 2024; December 28, 2024; February 11, 2025 and March 25,
2025.
The composition of the Committee and the details of meetings attended by its members are given below:
|
Name of Members |
Category |
Designation in |
Number of Meetings during the Financial Year |
||
|
Held |
Eligible to attend |
Attended |
|||
|
Mr. Pankaj Baid |
Independent Director |
Chairman |
11 |
11 |
11 |
|
Mr. Arun Kumar< |
Independent Director |
Member |
11 |
11 |
11 |
|
Mr. Vishnu Kumar |
Non-Executive Director |
Member |
11 |
2 |
2 |
|
Ms. Divya Thakor $ |
Independent Director |
Member |
11 |
2 |
2 |
|
Mr. Suhit Bakshi A< |
Non-Executive Director |
Member |
11 |
8 |
8 |
|
Ms. Tejal Kalpeshbhai |
Independent Director |
Member |
11 |
5 |
5 |
|
* Appointed w.e.f. July 26, 2024 and n Appointed w.e.f. September 03, $ Resigned w.e.f. July 27, |
|||||
|
# Appointed w.e.f. November 22, 2024 |
|||||
The Company Secretary of the Company is acting as Secretary to the Audit Committee.
Mr. Pankaj Baid, the Chairperson of the Committee had attended last Annual General Meeting of the Company held on
September 30, 2024.
Recommendations of Audit Committee, wherever/whenever given, have been accepted by the Board of Directors. Further, the
terms of reference, roles and powers of the Audit Committee are as per Section 177 of the Companies Act, 2013 (as amended)
and SEBI (LODR) Regulation 2015, as amended.
Vigil Mechanism
The Company has established a vigil mechanism and accordingly framed a Whistle Blower Policy. The policy enables the
employees to report to the management instances of unethical behavior, actual or suspected fraud or violation of company''s
Code of Conduct. Further the mechanism adopted by the Company encourages the Whistle Blower to report genuine concerns
or grievances and provide for adequate safe guards against victimization of the Whistle Blower who avails of such mechanism
and also provides for direct access to the Chairman of the Audit Committee, in exceptional cases. The functioning of vigil
mechanism is reviewed by the Audit Committee from time to time. None of the Whistle blowers has been denied access to the
Audit Committee of the Board. The Whistle Blower Policy of the Company is available on the website of the Company at
https://omegainteractive.in/.
2. Nomination and Remuneration Committee
The Company has formed Nomination and Remuneration committee in line with the provisions Section 178 of the Companies
Act, 2013 and read with SEBI (LODR) Regulation 2015, as amended. Nomination and Remuneration Committee meetings are
generally held for identifying the person who is qualified to become Directors and may be appointed in senior management and
recommending their appointments and removal.
During the year under review, the Nomination and Remuneration Committee met 5 (Five) time during the Financial Year 2024¬
25 viz.; June 14, 2024; July 26, 2024; September 03, 2024; September 04, 2024 and November 22, 2024; to review the
performance of Directors of the Company.
The composition of the Committee and the details of meetings attended by its members are given below:
|
Designation in |
Number of Meetings during the Financial Year |
|
Name of Members |
Category |
Committee |
2024-25 |
||
|
Held |
Eligible to attend |
Attended |
|||
|
Mr. Pankaj Baid |
Independent Director |
Chairman |
5 |
5 |
3 |
|
Mr. Arun Kumar< |
Independent Director |
Member |
5 |
5 |
3 |
|
Mr. Vishnu Kumar |
Non-Executive Director |
Member |
5 |
2 |
2 |
|
Ms. Divya Thakor $ |
Independent Director |
Member |
5 |
2 |
2 |
|
Mrs. Vohra Tejal |
Independent Director |
Member |
5 |
0 |
0 |
|
Mr. Suhit Bakshi A@ |
Non-Executive Director |
Member |
5 |
2 |
2 |
|
* Appointed w.e.f. July 26, 2024 and A Appointed w.e.f. September 03, 2024 $ Resigned w.e.f. July 27, 2024 |
|||||
|
# Appointed w.e.f. November 22, 2024 |
|||||
Further, the terms of reference of the Nomination and Remuneration Committee are as per Section 178 of the Companies Act,
2013 (as amended) read with SEBI (LODR) Regulation 2015, as amended.
Nomination and Remuneration Policy
The Company has, in order to attract motivated and retained manpower in competitive market and to harmonize the aspirations
of human resources consistent with the goals of the Company and in terms of the provisions of the Companies Act, 2013 devised
a policy on Nomination and Remuneration of Directors, Key Managerial Personnel and Senior Management. Key points of the
Policy are:
A. Policy on Appointment of Directors, Key Managerial Personnel and Senior Management Personnel
^ The policy is formulated to identify and ascertain the integrity, qualification, expertise and experience of the person for
appointment as Director, KMP and Senior Management personnel and recommend to the Board for his / her
appointment.
^ A person should possess adequate qualification, expertise and experience for the position he/ she is considered for
appointment.
^ In case of appointment of Independent Director, the Committee shall satisfy itself with regard to the independent
nature of the Director vis-a-vis the Company so as to enable the Board to discharge its function and duties effectively.
B. Policy on remuneration of Director, Key Managerial Personnel and Senior Management Personnel
The Company remuneration policy is driven by the success and performance of the Director, KMP and Senior Management
Personnel vis-a-vis the Company. The Company philosophy is to align them and provide adequate compensation with the
Objective of the Company so that the compensation is used as a strategic tool that helps us to attract, retain and motivate highly
talented individuals who are committed to the core value of the Company. The Nomination and Remuneration Policy, as adopted
by the Board of Directors, is placed on the website of the Company at https://omegainteractive.in/.
Performance Evaluation
Criteria on which the performance of the Independent Directors shall be evaluated are placed on the website of the Company
and may be accesses at link https://omegainteractive.in/.
Remuneration of Directors
The Company has not entered into any pecuniary relationship or transactions with Non-Executive Directors of the Company
except payment of Sitting Fees for attending the Meetings.
Further, criteria for making payment, if any, to non-executive directors are provided under the Nomination and Remuneration
Policy of the Company which is hosted on the website of the Company viz; https://omegainteractive.in/
During the year under review, the Company has paid remuneration /sitting fees to Directors of the Company, details of which
are as under:
|
Name of Directors |
Designation |
Salary |
Sitting Fees |
Commission |
Stock Option |
Total |
|
Mr. Arun Kumar* |
Executive Director |
4.95 |
- |
- |
- |
4.95 |
|
B* Resigned w.e.f. September 08, 2025 |
||||||
3. Stakeholders'' Relationship Committee
The Company has constituted Stakeholder''s Relationship Committee mainly to focus on the redressal of Shareholders'' /
Investors'' Grievances, if any, like Transfer / Transmission / Demat of Shares; Loss of Share Certificates; Non-receipt of Annual
Report; Dividend Warrants; etc.
During the year under review, Stakeholders Relationship Committee met 2 (Two) time during the Financial Year 2024-25 viz.;
September 04, 2024 and February 11, 2025.
The composition of the Committee and the details of meetings attended by its members are given below:
|
Name of Members |
Category |
Designation in |
Number of Meetings during the Financial Year |
||
|
Held |
Eligible to attend |
Attended |
|||
|
Mr. Pankaj Baid |
Independent Director |
Chairman |
2 |
2 |
2 |
|
Mr. Arun Kumar< |
Executive Director |
Member |
2 |
2 |
2 |
|
Mr. Suhit Bakshi A |
Non-Executive Director |
Member |
2 |
2 |
2 |
|
B* Appointed w.e.f. September 03, 2024 |
|||||
Company Secretary and Compliance officer of the Company provides secretarial support to the Committee.
Mr. Pankaj Baid, the Chairperson of the Committee had attended last Annual General Meeting of the Company held on
September 30, 2024.
During the year under review, the Company had received nil complaints from the Shareholders. There was no complaint pending
for resolution as on March 31, 2025. Further, the terms of reference of the Stakeholder''s Relationship Committee are as per
Section 178 of the Companies Act, 2013 (as amended).
Particulars of loans, guarantees and investments:
Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are
given in the notes to the Financial Statement for the year ended on March 31, 2025.
Related Parties Transaction
There are no materially significant Related Party Transactions made by the Company with Promoters, Directors, Key Managerial
Personnel which may have a potential conflict with the interests of the Company at large. All Related Party Transactions are
placed before the Audit Committee and the Board for approval, if required. Prior omnibus approval of the Audit Committee is
obtained for the transactions which are of a foreseen and repetitive in nature.
The Company has developed an Internal Guide on Related Party Transactions Manual and prescribed Standard Operating
Procedures for the purpose of identification and monitoring of such transactions. The Policy on Related Party Transactions as
approved by the Board is uploaded on the Company''s website at www.omegainteractive.net.
All Related Party Transactions entered into during the financial year were on an arm''s length basis and were in the ordinary
course of business. Your Company had not entered into any transactions with the related parties which could be considered
material in terms of Section 188 of the Companies Act, 2013. Accordingly, the disclosure of related party transactions as required
under Section 134(3)(h) of the Companies Act, 2013 in form AOC-2 is not applicable.
There was no contracts, arrangements or transactions which was not executed in ordinary course of business and/or at arm''s
length basis.
Internal financial control systems and their adequacy:
The Company has adequate systems of internal control meant to ensure proper accounting controls, monitoring cost cutting
measures, efficiency of operation and protecting assets from their unauthorized use. The Company also ensures that internal
controls are operating effectively. The Company has also in place adequate internal financial controls with reference to financial
statement. Such controls are tested from time to time to have an internal control system in place.
Your Company ensures adequacy, commensurate with its current size, scale and complexity of its operations to ensure proper
recording of financial and operational information & compliance of various internal controls, statutory compliances and other
regulatory compliances. It is supported by the internal audit process and will be enlarged to be adequate with the growth in the
business activity. During the year under review, no material or serious observation has been received from the Internal Auditors
of the Company for inefficiency or inadequacy of such controls. The internal audit reports are reviewed by Audit Committee.
Your Company ensures adequacy, commensurate with its current size, scale and complexity of its operations to ensure proper
recording of financial and operational information & compliance of various internal controls, statutory compliances and other
regulatory compliances. It is supported by the internal audit process and will be enlarged to be adequate with the growth in the
business activity. During the year under review, no material or serious observation has been received from the Internal Auditors
of the Company for inefficiency or inadequacy of such controls. The internal audit reports are reviewed by Audit Committee.
Significant and Material Orders:
There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status
and Company''s operations in future.
Material changes and commitment affecting financial position of the Company
There are no material changes and commitments, affecting the financial position of the Company which has occurred between
the end of financial year of the Company and the date of this report.
Details of the Designated Officer
Ms. Ankit Bhojak*, Company Secretary & Compliance officer of the company is acting as Designated Officer under Rule (9) (5) of
the Companies (Management and Administration) Rules, 2014.
*Appointed w.e.f. June 14, 2024.
Risk Management
A well-defined risk management mechanism covering the risk mapping and trend analysis, risk exposure, potential impact and
risk mitigation process is in place. The objective of the mechanism is to minimize the impact of risks identified and taking advance
actions to mitigate it. The mechanism works on the principles of probability of occurrence and impact, if triggered. A detailed
exercise is being carried out to identify, evaluate, monitor and manage both business and non-business risks.
Prevention of Insider Trading
The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by
the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Company''s shares
and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of
unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed.
The Board is responsible for implementation of the Code.
Sexual Harassment of Women at Workplace
To foster a positive workplace environment, free from harassment of any nature, we have institutionalized the Anti-Sexual
Harassment Initiative (ASHI) framework, through which we address complaints of sexual harassment at the all workplaces of the
company. Our policy assures discretion and guarantees non-retaliation to complainants. We follow a gender-neutral approach
in handling complaints of Sexual Harassment and we are complaint with the law of the land where we operate.
During the financial year under review, the Company has complied with all the provisions of the POSH Act and the rules framed
thereunder. Further details are as follow:
|
a. |
Number of complaints of Sexual Harassment received in the Year |
Nil |
|
b. |
Number of Complaints disposed off during the year |
Nil |
|
c. |
Number of cases pending for more than ninety days |
Nil |
Maternity benefit:
The Company affirms that it has duly complied with all provisions of the Maternity Benefit Act, 1961, and has extended all
statutory benefits to eligible women employees during the year.
Particular of Employees
The Company has not employed any employee except the Whole Time Director, Chief Financial Officer and Company Secretary.
Hence, the information required under Section 197(12) of the Companies Act, 2013 and rule 5(2) and 5(3) of Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 is not given separately.
Statutory Auditors
M/s. S S R V & Associates, Chartered Accountants, Ahmedabad (FRN: 135901W), were appointed as Statutory Auditors of the
Company to fill the casual vacancy caused by the resignation of M/s. Desai Saksena & Associates, Chartered Accountants,
Ahmedabad (FRN: 102358W) and whose period of office would expire at the conclusion of ensuing annual general meeting. The
Company has received a certificate from the said auditor to the effect that if they are appointed, it would be in accordance with
the provisions of Companies Act, 2013. Therefore, the board of directors do hereby recommend an appointment of M/s. S S R V
& Associates, Chartered Accountants, Ahmedabad (FRN: 135901W) as statutory auditor of the company to hold office from the
conclusion of ensuing AGM till the conclusion of 36th AGM to be held in the year 2029.
Further, the Notes to the financial statements referred in the Auditors Report are self-explanatory and therefore do not call for
any comments under Section 134 of the Companies Act, 2013. The Auditors'' Report does not contain any qualification,
reservation or adverse remark. The Auditors'' Report is enclosed with the financial statements in this Annual Report.
Secretarial Audit
Pursuant to the provisions of Section 204 of the Act, read with the rules made thereunder, the Board has reappointed M/s ALAP
AND CO. LLP, Practicing Company Secretaries, to undertake the Secretarial Audit of the Company for the financial year 2024-25.
The Secretarial Audit Report (MR-3) for the year under review is annexed as Annexure-A of this report.
There are following qualifications, reservations, adverse remarks or disclaimers made by the Secretarial Auditor in their Report
except as mentioned below:
1. Mr. Suhit Bakshi, Non-Executive Director has been regularized in last AGM but e-form DIR-12 for the same has not filed;
2. Ms. Tejal Kalpeshbhai Vohra, Independent Director is a wife of Mr. Kalpeshkumar Vohra, No-Executive Director, who cannot
be appointed as an Independent Director of the company. Further, wrong outcome was given in BSE for her appointment;
3. For Auditors Resignation e-Form ADT-3 filed but could not find ADT-1 for the appointment of auditor 01.04.2025. Further,
Existing statutory auditor has Tendered resignation on 04-04-2025 but outcome given on 07-04-2025;
4. There were no company secretary till the appointment of Mr. Ankit Bhojak as company secretary and compliance officer
w.e.f. June 14, 2024 and for which outcome of board meeting was filed with stock exchange but change in management
has not been filed;
5. Company does not have any active Chief Financial Officer since 29.01. 2025;
6. Various e-forms like MGT-14 for approval of Director''s report for the FY 2023-24,MGT-14 for approval of Financial
statements for the FY 2023-24, Form AOC - 5 for having corporate office, ,Form MGT-7 2023-24 was filed with late fees;
7. The company did not have appropriate composition of Board of Directors, Audit Committee, Nomination & Remuneration
Committee & Stakeholder''s Relationship Committee as per section 149 of Companies Act 2013 and SEBI (LODR) Regulations;
8. Shareholding pattern for quarter ended on June 30, 2024 and December 31, 2024 has been filled after statutory time
prescribed in listing regulations;
9. Audited financial results for the quarter and year ended on 31st March, 2024 has not been filed due to non-completion of
audit process and Statement of accounts within statutory timeline;
10. Prior intimation of board meeting under regulation 29 of SEBI (LODR) Regulations, 2015 relating to approval of quarterly
financial results for the quarter ended on June 30, 2024, has not filed with stock exchange;
11. Reconciliation of Share Capital Audit Report for the quarter ended on December 31, 2024 was filed on March 18, 2025 i.e.
beyond statutory time period specified under Regulation 76 of SEBI (Depositories and Participants) Regulations, 2018;
12. Disclosures of related party transactions on a consolidated basis (Regulation 23(9) of SEBI (LODR) Regulations, 2015) has
not been filed for the half year ended on September 30, 2024 even though there were transactions with related parties;
13. Company does not maintain functional website as per regulation 46 of SEBI (LODR) Regulations, 2015;
14. Company have not maintained SDD software and consequently does not make the entries in SDD software;
15. The Company has not appointed any Internal Auditor for the financial year 2024-25.
16. The Board of Directors have approved a proposal relating to investment Rs. 400,00,00,000/- (Indian Rupees Four Hundred
Crores only) to acquire Ankit Metal and Power Limited through CIRP mode, however, that plan was later droped out.
17. Company has converted 10,99,432 warrants during the period under review but not filled listing, trading application for the
same with the stock exchange and same shares were not credited to respective shareholders'' accounts;
18. Many stock exchange compliances and ROC forms filling are not as per the statutory requirements and delay filled.
Management is in the process the resolve the queries and listing trading has been received recently for the warrant conversion.
Boards of Directors are trying to be fully complied with the allied laws and will do the needful at the earliest.
Cost Auditors:
The Provisions of Cost Audit and Records as prescribed under Section 148 of the Act, are not applicable to the Company.
Reporting of Fraud
The Auditors of the Company have not reported any fraud as specified under Section 143(12) of the Companies Act, 2013.
Corporate Governance
Your Company strives to incorporate the appropriate standards for corporate governance. However, pursuant to Regulation
15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Company is not required to mandatorily
comply with the provisions of certain regulations of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
and therefore the Company has not provided a separate report on Corporate Governance, although few of the information are
provided in this report of Directors under relevant heading.
Proceedings initiated/pending against your company under the Insolvency and Bankruptcy Code, 2016
There are no proceedings initiated/pending against your Company under the Insolvency and Bankruptcy Code, 2016 which
materially impact the Business of the Company.
Details of difference between valuation amount on one time settlement and valuation while availing loan from banks and
financial institutions
During the year under review, there has been no one time settlement of loans taken from banks and financial institution.
Compliance with the provisions of SS 1 and SS 2
The applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to ''Meetings of the Board of Directors'' and ''General Meetings'',
respectively, have been duly complied by your Company.
General Disclosure
Your Directors state that the Company has made disclosures in this report for the items prescribed in section 134 (3) of the Act
and Rule 8 of The Companies (Accounts) Rules, 2014 and other applicable provisions of the act and listing regulations, to the
extent the transactions took place on those items during the year. Your Directors further state that no disclosure or reporting is
required in respect of the following items as there were no transactions occur on these items during the year under review;
(i) Details relating to deposits covered under Chapter V of the Act;
(ii) Issue of Equity Shares with differential rights as to dividend, voting or otherwise;
(iii) Issue of shares (including sweat equity shares) to employees of the Company under any scheme save and ESOS;
(iv) Annual Report and other compliances on Corporate Social Responsibility;
(v) There is no revision in the Board Report or Financial Statement;
(vi) No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern
status and company''s operations in future;
(vii) Information on subsidiary, associate and joint venture companies.
Acknowledgment
Your company & Directors wish to place on record their appreciation of the assistance and co-operation extended by Investors,
Bankers, Business Associates, and Government. We are deeply grateful to shareholders for their continued faith, confidence and
support to the company.
Registered office: By order of the Board of Directors
E-308, Crystal Plaza, New Link Road, For, OMEGA INTERACTIVE TECHNOLOGIES LIMITED
Opp. Infinity Mall, Andheri (West), CIN: L67120MH1994PLC077214
Andheri, Mumbai, Maharashtra, India,
400053.
Dineshkumar D. Sabnani Arvind Vinodkumar Vegda
Place: Mumbai Managing Director Chairman and Non-Executive Director
Date: September 08, 2025 DIN: 10840546 DIN: 09055964
Mar 31, 2024
Your Directors feel great pleasure in presenting the 30th Annual Report on the business and operations of the
Company together with the Audited Financial Statements for the year ended 31st March, 2024.
1. FINANCIAL HIGHLIGHTS (Rs. In Lakhs)
|
S. NO. |
PARTICULARS |
CURRENTYEARENDED |
PREVIOUS YEAR ENDED |
|
1. |
Total Revenue |
9.00 |
19.08 |
|
2. |
Other Income |
5.31 |
5.26 |
|
3. |
Total Income |
14.31 |
24.34 |
|
4. |
Less: Total Expenses |
23.11 |
16.73 |
|
5. |
Profit before exceptional |
(8.80) |
7.61 |
|
6. |
Exceptional Items |
- |
- |
|
7. |
Profit before Tax |
(8.80) |
16.73 |
|
8. |
Less: Tax Expenses |
- |
- |
|
9. |
Current Tax |
88S |
1.93 |
|
10. |
Less: Excess provision for Tax of |
- |
- |
|
11. |
Profit after Tax |
(8.80) |
5.68 |
|
12. |
Earnings per share (EPS) |
||
|
13. |
Basic |
(1.76) |
1.14 |
|
14. |
Diluted |
(1.76) |
1.14 |
2. REVIEW OF OPERATIONS
During the year under review, the Company''s Revenue from Operations stood at Rs. 9,00,000/-compared
to Rs. 19,08,030/- in the previous year. The Net Loss for the year stood at Rs. 8,80,000/- as against profit
of Rs. 7,61,000/- reported in the Previous Year.
3. CHANGE IN MANAGEMENT AND CONTROL
In view of the appointments and resignation of Directors in the Board of the Company following is the
revised Composition of the Board;
|
SR NO |
NAME OF THE |
DESIGNATION |
DIN/PAN |
STATUS |
|
1 |
PANKAJ BAID |
Non-Executive Independent |
07462097 |
Non- Executive |
|
Director |
Independent |
|||
|
Director |
|
2 |
DIVYA SAVJIBHAI |
Non Executive Director |
08845886 |
Non¬ Executive Director |
|
3 |
ARUN KUMAR |
Executive Director |
09055964 |
Executive Director |
4. DIVIDEND
Your Directors have not recommended any dividend for the year ended 31st March, 2024, in order to
plough back the profits for future growth and development of the Company.
5. TRANSFER TO RESERVES
During the year under review, the company has not transferred any amount to reserves.
6. CHANGES IN NATURE OF BUSINESS
There has been no change in the nature of the business of the company during the financial year 2023¬
2024.
7. SHARE CAPITAL OF THE COMPANY
The paid up equity share capital as at 31st March, 2024 was Rs. 1,59,94,320/- divided into 15,99,432
equity shares, having face value of Rs. 10/- each fully paid up.
During the year under review, the Company has issued 20,91,249 Convertible Equity Warrants. Where
out of 20,91,249 Convertible Equity Warrants, Board of Directors of the Company through resolution by
circulation on 02nd April,2024 had considered and approved the conversion of 7,33,488 Equity Warrants
upon receipt of 25% of the issue price from the allottees.
Whereas, 13,57,761 warrants shall remain pending for conversion which can only be converted into
equity shares upon payment of balance 75% of the warrant amounts as per issue price per warrant within
18 months from the date of warrant allotment.
8. MANAGEMENT DISCUSSIONS AND ANALYSIS
The Management Discussion and Analysis Report on the operations of the Company, as required under
Regulation 34 read with Schedule V of Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 (hereinafter referred to as ''Listing Regulations'') and as
approved by the Board of Directors, is provided in a separate section and forms an integral part of this
Report.
9. ANNUAL RETURN
Pursuant to Section 92 of the Act read with the applicable Rules, the Annual Return for the year ended
31st March, 2024 can be accessed on the Company''s website at https://www.omegainteractive.net/.
10. SUSIDIARIES/JOINT VENTURES/ASSOCIATE COMPANIES
The Company does not have any subsidiaries, joint ventures or associate companies.
11. PUBLIC DEPOSITS
The 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 under review.
12. DIRECTORS'' RESPONSIBILITY STATEMENT
To the best of our knowledge and belief and according to the information and explanations obtained by
them, your Directors make the following statement in terms of Section 134(3) (c) of the Companies Act,
2013:
a. That in the preparation of the Annual Accounts for the year ended 31st March, 2024, the applicable
accounting standards have been followed along with proper explanation relating to material
departures, if any;
b. That 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. That the directors have taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding
the assets of the company and for preventing and detecting fraud and other irregularities;
d. The Annual Accounts have been prepared on a going concern basis;
e. That 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; and
f. That the directors have devised proper systems to ensure compliance with the provisions of all
applicable laws and that such systems were adequate and operating effectively.
13. CORPORATE GOVERNANCE REPORT
As per the provisions of Regulation 15(2) of Securities and Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulations, 2015, the provisions related to Corporate Governance as
specified in Regulations 17, 18, 19, 20, 21,22, 23, 24, 25, 26, 27 and clauses (b) to (i) of sub-regulation (2)
of regulation 46 and Para C, D and E of Schedule V shall not apply to a listed entity having paid up Share
Capital not exceeding Rupees Ten Crores and Net worth not exceeding Rupees Twenty Five Crores, as on
the last day of the previous financial year.
As on the last day of the previous financial year, the paid up Share Capital and Net worth of the Company
was below the threshold limits stated above, thereby presently the Company is not required to comply
with the above provisions of Corporate Governance. Accordingly, the Report on Corporate Governance
and Certificate regarding compliance of conditions of Corporate Governance are not made a part of the
Annual Report.
14. PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN
EXCHANGE EARNING AND OUTGO:
Information under Section 134(3)(m) of The Companies Act, 2013, read with Rule 8 of the Companies
(Accounts) Rules, 2014, details regarding Conservation of Energy, Technology Absorption, Foreign
Exchange Earnings and Outgo for the year under review are as follows:
Conservation of Energy
a) Steps taken or impact on conservation of energy - The Operations of the Company do not
consume energy intensively. However, Company continues to implement prudent practices for
saving electricity and other energy resources in day-to-day activities.
b) Steps taken by the Company for utilizing alternate sources of energy - Though the activities
undertaken by the Company are not energy intensive, the Company shall explore alternative
sources of energy, as and when the necessity arises.
Technology Absorption
a) The efforts made towards technology absorption - The Company continues to take prudential
measures in respect of technology absorption, adaptation and take innovative steps to use the
scarce resources effectively.
b) In case of imported technology (imported during the last three years reckoned from the
beginning of the financial year) - Not Applicable
The Particulars of Foreign Exchange and Outgo for the year under review are: (Rs. in Lakhs)
|
PARTICULARS |
31st MARCH, 2024 |
31st MARCH, 2023 |
|
FOREIGN EXCHANGE EARNING |
NIL |
NIL |
|
FOREIGN EXCHANGE |
NIL |
NIL |
15. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
The requisite details in respect of employees of the Company required pursuant to Rule 5 of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as
"Annexure I" and forms an integral part of this report.
16. CASH FLOW AND CONSOLIDATED FINANCIAL STATEMENTS
As required by Regulation 34(2) of Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015, Cash Flow Statement is appended.
As the Company does not have any Subsidiary Company or Associate Company or Joint Venture Company,
it is not required to publish Consolidated Financial Statement.
17. DECLARATION BY INDEPENDENT DIRECTORS
The Company has received declarations from all the Independent Directors of the Company confirming
that they meet with the criteria of independence as prescribed under section 149(6) of the Companies
Act, 2013 and Regulation 16 (l)(b) of Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015.
18. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
BOARD OF DIRECTORS:
During the financial year 2023-24, there were changes in the composition of board of directors of the
company:
|
SR NO |
DESIGNATION |
APPOINTMENT/RESIGNATION OF DIRECTORS |
|
1 |
Non-Executive Director |
Ms. Divya Savjibhai Thakor (w.e.f. 24/03/2023) |
|
2 |
Executive Director |
Mr. Arun Kumar (w.e.f 24/03/2023) |
|
3 |
Additional Non Independent Director |
Mr. Pankaj Baid (w.e.f 24/03/2023) |
|
SR. NO. |
DESIGNATION |
CHANGE IN KMP |
Event |
|
1 |
Company Secretary |
Ms. Neha Gupta, having |
Appointed on 08/07/2022 |
|
2 |
Chief Financial Officer |
Mr. Ashutosh Chhawchharia |
Appointed on 14/08/2023 |
The Board received a declaration from all the directors under Section 164 and other applicable provisions,
if any, of the Companies Act, 2013 that none of the directors of the company is disqualified under the
provisions of the Companies Act, 2013 ("Act") or under the SEBI (Listing Obligation and Disclosure
Requirements) Regulations 2015.
Also, the Board appointed Mr. Ankit Bhojak as Compliance Officer and Company Secretary of the
Company after closure of Financial Year 2023-24, i.e., 14th June, 2024 in place of resigning Company
Secretary Ms. Neha Gupta.
RESIGNATION OF DIRECTORS
The following directors have resigned from the company during the year:
|
SR. NO. |
DESIGNATION |
NAME OF DIRECTORS |
Date of Cessation |
|
|
1 |
Non-Executive Director |
Independent |
Mr. Anuj Surana |
Resigned with effect |
RETIREMENT BY ROTATION
In accordance with the provisions of Section 152 of the Companies Act, 2013 read with Companies
(Management & Administration) Rules, 2014 and Articles of Association of the Company, Mr. Arun Kumar,
Executive Director of the Company, retires by rotation at the ensuing Annual General Meeting and being
eligible, has offered himself for re-appointment and your Board recommends his re- appointment.
As stipulated under the Regulation 36 of the SEBI (Listing Obligations & Disclosure Requirements)
Regulations, 2015 and Secretarial Standards on General Meetings (SS-2) issued by the Institute of
Company Secretaries of India (ICSI), brief resume of the Directors proposed to be appointed/re- appointed
are given in the Notice convening the Annual General Meeting of the Company.
KEY MANAGERIAL PERSONNEL
During the year under review, there was change in Key Managerial Personnel of the company as
mentioned in above and accordingly, at present, the following are the Key Managerial Personnel of the
company:
|
SR NO |
DESIGNATION |
NAME OF THE DIRECTORS |
|
1 |
Company Secretary & Compliance Officer |
Ms. Neha Gupta (w.e.f 08/07/2022 to |
|
2 |
Chief Financial Officer |
Mr. Ashutosh Chhawchharia (w.e.f |
|
3 |
Company Secretary & Compliance Officer |
Mr. Ankit Bhojak (w.e.f., 14/06/2024) |
19. STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS
Your Company has 1 (One) Independent Directors as on the date of this meeting. All the Independent
Directors have given necessary declarations that they meet the criteria of independence as laid down
under Section 149(6) of the Companies Act, 2013 and Regulation 16(b) of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015.
20. STATEMENT ON INTEGRITY, EXPERTISE AND EXPERIENCE OF INDEPENDENT DIRECTORS
The Company has received declarations from all the Independent Directors regarding their Integrity,
Expertise and Experience.
21. MEETINGS OF THE BOARD
The Board meets at regular intervals to discuss and decide on Company / business policy and strategy
apart from other Board business. A tentative annual calendar of the Board and Committee Meetings is
informed to the Directors in advance to facilitate them to plan their schedule and to ensure meaningful
participation in the meetings.
The notice of meeting of Directors and Committees is given well in advance to all the Directors of the
Company. The agenda of the Board / Committee meetings is circulated not less than 7 days prior to the
date of the meeting. The agenda for the Board and Committee meetings includes detailed notes on the
items to be discussed at the meeting to enable the Directors to take an informed decision.
During the year under review, 06 (Six) Board Meetings were convened and the intervening gap between
the Meetings was within the period prescribed under the Companies Act, 2013.
|
NAME OF THE |
CATEGORY |
NUMBER OF MEETINGS |
MEETINGS ATTENDED |
|
Mr. Pankaj Baid |
Independent Director |
6 |
6 |
|
Ms. Divya Savjibhai |
Non-Executive Director |
6 |
6 |
|
Mr. Arun Kumar |
Executive Director |
6 |
6 |
|
Mr. Anuj Surana |
Additional Independent |
3 |
3 |
22. SEPARATE MEETING OF INDEPENDENT DIRECTORS
As stipulated by the Code of Independent Directors under Schedule IV of the Companies Act, 2013, a
separate meeting of the Independent Directors of the Company was held on 5th September, 2023 to
review, among other things, the performance of non-independent directors and the Board as whole,
evaluation of the performance of the Chairman and the flow of communication between the Board and
the management of the Company.
23. COMMITTEES OF THE BOARD
The Company''s Board has the following Committees:
> Audit Committee
> Nomination and Remuneration Committee
> Stakeholders Relationship Committee
During the financial year 2023 -2024, (4) meetings of Audit Committee were held on 19th May, 2023; 14th
August, 2023; 10th November, 2023; and 14th February, 2024.
The table below highlights the attendance of the Members of the Committee. The requisite quorum was
present at all the Meetings.
|
NAME OF MEMBERS |
DESIGNATION |
MEETINGS ATTENDED |
|
Mr. Pankaj Baid |
CHAIRMAN |
4 |
|
Mrs. Divya Thakor |
MEMBER |
4 |
|
Mr. Arun Kumar |
MEMBER |
4 |
The Company Secretary has acted as the Secretary to the Committee.
All the recommendations made by the Audit Committee were accepted by the Board of Directors. The
terms of reference of the Audit Committee shall include but not limited to the following:
a) To recommend the appointment/re-appointment/ re-placement and terms of appointment of the
Auditors of the Company.
b) To review and monitor Auditor''s independence and performance and effectiveness of audit process.
c) To review with the Management the Quarterly Financial Results before submission to the Board for
approval.
d) Review the adequacy of internal control system. Finding of any internal investigations by the internal
auditors in to matters where there is suspected fraud or irregularity or a failure of internal control
systems of a material nature and reporting the matter to the Board.
e) Approval or any subsequent modification of transactions of the Company with related parties.
f) Reviewing the Company''s risk management policy.
g) To scrutinize inter-corporate loans and investments made by the Company.
h) To evaluate the Internal Financial Controls and Risk Management Systems.
i) To carry out valuation of undertakings and the assets of the Company, wherever it is necessary.
j) To review, with the management, performance of Statutory and Internal Auditors, adequacy of the
Internal Control System.
k) To review the functioning of the Whistle Blower Mechanism.
l) To approve appointment of Chief Financial Officer after assessing the qualifications, experience
and background etc. of the candidate.
m) To carry out any otherfunction, as may be assigned to Audit Committee pursuantto any amendments
to the Listing Regulations and the applicable provisions of the Act.
n) To oversee the Company''s financial reporting process and disclosure of the financial information to
ensure that the financial statements are correct, sufficient and creditable.
o) To review the following information/document:
4- Management Discussion and Analysis of financial condition and results of operation;
A- Statement of significant related party transactions (as defined by the Audit Committee), submitted
by management;
i- Management letter/letters of internal control weakness issued by the Statutory Auditors;
i- Internal audit reports relating to internal control weakness;
4- Quarterly statement of deviation(s) including report of monitoring agency, if applicable, submitted
to stock exchange(s) in terms of Regulation 32(1) of the Listing Regulations.
During the financial year 2023-24, 4(Four) meetings of NRC were held on 19th May, 2023; 14th August,
2023; 10th November, 2023; and 14th February, 2024.
The table below highlights the attendance of the Members of the Committee. The requisite quorum was
present at the Meeting.
|
NAME OF MEMBERS |
DESIGNATION |
MEETINGS ATTENDED |
|
Mr. Pankaj Baid |
CHAIRPERSON |
4 |
|
Ms. Divya Thakor |
MEMBER |
4 |
|
Mr. Arun Kumar |
MEMBER |
4 |
The Company Secretary has acted as the Secretary to the Committee.
The broad terms of reference of the NRC, as approved by the Board, are in compliance with Section 178
of the Companies Act, 2013 which are as follows:
a) To lay down criteria for determining qualifications, positive attributes and independence of a
Director and recommend to the Board of Directors a policy relating to the remuneration of the
Directors, Key Managerial Personnel and other employees.
b) To formulate a criteria for evaluation of performance of Independent Directors and the Board of
Directors.
a) To recommend remuneration to be paid to a Director for any service rendered by him to the
Company which are of a professional nature and provide an opinion, whether such Director
possess the requisite qualification for the practice of such profession.
b) To identify persons who are qualified to become Directors and who may be appointed in Senior
Management in accordance with the criteria laid down, and recommend to the Board of Directors
their appointment and removal.
c) To decide whether to extend or continue the term of appointment of the Independent Director,
on the basis of the report of performance evaluation of Independent Directors.
d) To recommend to the Board the appointment and removal of the Directors, including
Independent Directors.
e) Carrying out functions as delegated by the Board of Directors from time to time.
The Board of Directors has framed "Remuneration and Nomination Policy" which lays down a framework
in relation to remuneration of Directors, Key Managerial Personnel and Senior Management of the
Company. This policy also lays down criteria for selection and appointment of Board Members. The said
Policy is uploaded on the website of the company i.e. www.omegainteractive.net.
iii) STAKEHOLDERS RELATIONSHIP COMMITTEE
During the financial year 2022-23,04 (Four) meetings of SRC were held on 19th May, 2023; 14th August,
2023; 10th November, 2023; and 14th February, 2024.
The table below highlights the attendance of the Members of the Committee. The requisite quorum was
present at the Meeting.
|
NAME OF MEMBERS |
DESIGNATION |
MEETINGS ATTENDED |
|
Mr. Pankaj Baid |
CHAIRPERSON |
4 |
|
Ms. Divya Thakor |
MEMBER |
4 |
|
Mr. Arun Kumar |
MEMBER |
4 |
The Company Secretary has acted as the Secretary to the Committee.
Stakeholders Relationship Committee is empowered to oversee the Redressal of Stakeholders
complaints pertaining to transfer of shares, non-receipt of annual reports, non-receipt of declared
dividends, issue of duplicate certificates, transmission/demat / remat of shares and other miscellaneous
grievances.
The detailed particulars of Stakeholders complaints handled by the Company and its Registrar & Share
Transfer Agent during the year 2023-24 are as under:
|
NATURE OF |
OPENING AT THE |
RECEIVED |
REDRESSED |
PENDING AT |
|
Non-receipt of |
NIL |
NIL |
NIL |
|
|
Non-receipt of |
NIL |
NIL |
NIL |
|
|
Non-receipt of |
NIL |
NIL |
â |
NIL |
|
Others |
NIL |
NIL |
- |
NIL |
24. ANNUAL PERFORMANCE EVALUATION BY THE BOARD
Pursuant to the provisions of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015 the company
has implemented a system of evaluating performance of the Board of Directors and of its Committees
and individual directors on the basis of evaluation criteria suggested by the Nomination and
Remuneration Committee and the SEBI (LODR) Regulations, 2015.
Accordingly, the Board has carried out an evaluation of its performance after taking into consideration
various performance related 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 performance evaluation of the Board as a whole was carried out by the Independent
Directors in their meeting.
Similarly, the performance of various committees, individual Independent Directors was evaluated by
the entire Board of Directors (excluding the Director being evaluated) on various parameters like
engagement, analysis, decision making, communication and interest of stakeholders.
The Board of Directors expressed its satisfaction with the performance of the Board, its committees and
individual directors.
The performance evaluation of the Chairman and the Non-Independent Directors was carried out by the
Independent Directors and Non-Executive Director. The Board of Directors expressed their satisfaction
with the evaluation process.
25. DIRECTORSTRAINING AND FAMILIARIZATION
The Company undertakes and makes necessary provision of an appropriate induction programme for new
Director(s) and ongoing training for existing Directors. The new Director(s) are introduced to the Company
culture, through appropriate training programmes. Such kind of training programmes helps develop
relationship of the directors with the Company and familiarize them with Company processes.
The management provides such information and training either at the meeting of Board of Directors or
at other places.
The induction process is designed to:
build an understanding of the Company''s processes and
fully equip Directors to perform their role on the Board effectively
Upon appointment, Directors receive a Letter of Appointment setting out in detail, the terms of
appointment, duties, responsibilities and expectations from them.
26. DETAILS OF FRAUD REPORT BY AUDITOR:
As per auditors'' report, no fraud u/s 143 (12) reported by the auditor.
27. AUDITORS
M/S Desai Saksena & Associates, Chartered Accountants, Mumbai having Firm Registration No.
102358W, were appointed as Statutory Auditors of the Company for a term of 05 (Five) years from the
conclusion of 28th AGM until the conclusion of 33rd AGM of the Company on such remuneration as may
be mutually between the Auditors and the Board of directors of the Company.
Notes on financial statement referred to in the Auditor''s Report are self-explanatory and do not call for
any further comments.
The Auditor''s Report does not contain any qualification, reservation or adverse remark except
mentioned below;
|
Modified qualification |
Management Reply |
|
The Company has exceeded the borrowing limits |
Borrowings in the financials are considered to be |
|
The Company has given the loans and advances in |
Loans and Advances standing in Financials are |
|
The Company has not made the appointment of |
The Company was in search of suitable |
|
Company Secretary. |
(II) INTERNAL AUDITOR AND ITS REPORT
Pursuant to the provisions of Section 138 of the Companies Act, 2013 and the rules made thereunder the
board has re-appointed M/s. B A Bedawala & Co., Chartered Accountants, Ahmedabad as Internal Auditor
on 14th February, 2024 for the financial year 2023-2024 at remuneration to be decided mutually between
the board of directors and the Auditors including reimbursement of out of pocket expenses, if any,
incurred during the course of audit.
(III) SECRETARIAL AUDITORS AND THEIR REPORT
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014, the Board has appointed M/s. Mukesh J &
Associates, Company Secretaries, Ahmedabad, Gujarat on 14th February, 2024 to conduct Secretarial
Audit for the year ended on 31st March, 2024.
Secretarial Audit Report issued by M/s. Mukesh J. & Associates, Company Secretaries in Form MR- 3 is
annexed herewith forms as an integral part of this Report.
The Secretarial Auditors have notified certain comments for non-complying in timely manner on certain
SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015 and Companies Act, 2013
compliances as mentioned below:
|
Modified qualification from Secretarial Auditor |
Management Reply |
|
The Composition of Board is not duly constituted |
The Management herewith clarifies that as our |
|
As required under Regulation 6 (1) SEBI LODR |
The management herewith clarifies that as the Furthermore, as on date; the company has |
|
As required under Regulation 17(1E) of the SEBI |
The management hereby clarifies that; as the |
|
(LODR) Regulations, 2015, Any vacancy in the |
company was in search of suitable candidate for |
|
As required under Regulation 30 of the SEBI |
The management clarifies that the proceedings of |
|
As required under Regulation 47 of the SEBI |
The management clarifies that it had |
|
The Company had not maintained the SDD |
The management herewith informs that the However, as stated earlier, due to change in |
|
The Company has passed the resolution for |
The management herewith informs that due to |
|
State of Gujarat and accordingly, it has put up the |
|
|
Further the company has received notice from |
The Company has passed the resolution in the Currently The Registered office of the Company is The Company has shifted its Corporate Office Furthermore, on the date of Surprise Visit, the |
|
The Company has given the loans and advances in |
Loans and Advances standing in Financials are |
28. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The company has an 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 Function 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 control system. Significant audit observations and recommendations along
with corrective actions thereon are presented to the Audit Committee of the Board.
29. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIAL
RESPONSIBILITY INITIATIVES
As the Company is not having net worth of rupees five hundred Crores or more, or turnover of rupees
one thousand Crores or more or a net profit of rupees five Crores or more during previous financial year,
The Company is not required to comply with the provisions of Section 135 of the Companies Act, 2013
with the regard to the formation of the CSR Committee and undertaking of Social Expenditure as required
under the said Section.
30. SUBSIDIARIES, ASSOCIATE COMPANIES AND JOINT VENTURES
As Company does not have any Subsidiaries or Associates Companies or Joint ventures, it is not required
to give disclosure in Form AOC-1 Pursuant to first proviso to sub-section (3) of Section 129 read with Rule
5 of Companies (Accounts) Rules, 2014.
31. VIGIL MECHANISM / WHISTLE BLOWER POLICY
Pursuant to Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015,
the Company has framed 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.
32. RELATED PARTY TRANSACTIONS
All Related Party Transactions that were entered into during the financial year were on an arm''s length
basis and in the ordinary course of business and were in compliance with the applicable provisions of the
Act and the Listing Regulations.
There were no materially significant Related Party Transactions made by the Company with Promoters,
Directors, Key Managerial Personnel which may have a potential conflict with the interest of the Company
at large. All Related Party Transactions are placed before the Audit Committee for approval. Prior omnibus
approval of the Audit Committee is obtained for the transactions which are repetitive in nature.
A statement of all Related Party Transactions is placed before the Audit Committee for its review on a
quarterly basis, specifying the nature, value and terms and conditions of the transactions, if any. The
Company has adopted a Related Party Transactions Policy.
The details have been enclosed pursuant to clause (h) of subsection (3) of Section 134 of Companies Act,
2013 read with Rule 8(2) of the Companies (Accounts) Rules 2014 - ''AOC-2''- Annexure II.
33. PARTICULARS OF LOANS, GUARANTEES, SECURITIES OR INVESTMENTS BY THE COMPANY
During the year under review, the company has not given any guarantees/securities or made investments
covered under Section 186 of the Companies Act, 2013. The details of the loans given by the Company
have been disclosed in the notes to the financial statements.
34. 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 ended 31st
March, 2024.
35. 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 dematerialized form in either of the two
Depositories. The company has been allotted ISIN No. INE113B01029.
Shareholders are therefore requested to take full benefit of the same and lodge their holdings with
Depository Participants [DPs] with whom they have their Demat Accounts to get their holdings converted
in electronic form.
36. 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.
37. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
There were no significant or material orders passed by the regulators or courts impacting the going
concern status of the company and its future operations.
38. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY
There have been no material changes and commitments affecting the financial position of the Company
which occurred during between the end of the financial year to which the financial statements relate and
the date of this report.
During the year under review, the Company has issued 20,91,249 Convertible Equity Warrants. Where
out of 20,91,249 Convertible Equity Warrants, Board of Directors of the Company through resolution by
circulation on 02nd April,2024 had considered and approved the conversion of 7,33,488 Equity Warrants
upon receipt of 25% of the issue price from the allottees.
Whereas, 13,57,761 warrants shall remain pending for conversion which can only be converted into
equity shares upon payment of balance 75% of the warrant amounts as per issue price per warrant within
18 months from the date of warrant allotment.
Also, consent of the members of the company had been accorded to shift the registered office of the
Company from the State of Maharashtra to "State of Gujarat".
39. VIGIL MECHANISM / WHISTLE BLOWER POLICY
In pursuance to Section 177 of the Companies Act, 2013, the Company has adopted a Vigil Mechanism /
Whistle Blower Policy to deal with instance of fraud and mismanagement, if any.
The Company promotes ethical behavior in all its business activities and has adopted a mechanism of
reporting illegal or unethical behavior. The Company has a whistle blower policy wherein the employees
are free to report violations of laws, rules, regulations or unethical conduct to their immediate supervisor
or such other person as may be notified by the management to the employees / workers.
The mechanism also provides for adequate safeguards against victimization of directors and employees
who avail of the mechanism and also provide for direct access to the Chairperson of the Audit Committee
in the exceptional cases.
The confidentiality of those reporting violation is maintained and they are not subjected to any
discriminatory practice.
However, no violation of laws or unethical conduct etc. was brought to the notice of the Management or
Audit Committee during the year ended 31st March, 2024.
We affirm that during the financial year 2023-24, no employee or director was denied access to the Audit
Committee.
40. RISK MANAGEMENT POLICY
According to the Directors of the Company, elements of risk that could threaten the existence of the
Company are very minimal. Hence, no separate risk management policy is formulated by the Company.
41. POLICY ON PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE
The Company was not required to constitute 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 as the company has not employ(ed) 10 or more employees at any time
during the financial year 2023-24.
Further, the provisions relating to the constitution of Internal Complaints Committee under the Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 to redress
complaints received regarding sexual harassment were not applicable to the company during the review
period.
42. LISTING
The Company''s Equity Shares are listed on BSE Limited. The company has paid listing fees to BSE Limited
up to 31st March, 2024 and has complied with all the required formalities.
The trading in shares of the company on the Stock Exchange has resumed during the year.
43. INTERNAL FINANCIAL CONTROL AND THEIR ADEQUACY
The company has in place adequate, internal financial controls commensurate with the size, scale and
complexity of its operations. The Company has policies and procedures in place for ensuring proper and
efficient conduct of its business, the safeguarding of its assets, the prevention and detection of frauds
and errors, the accuracy and completeness of the accounting records and the timely preparation of
reliable financial information. The company has adopted accounting policies, which are in line with the
accounting standards and the Companies Act, 2013.
44. REPORTING OF FRAUDS
There have been no instances of fraud reported by the Statutory Auditors under Section 143(12) of the
Acts & Rules framed thereunder either to the Company or to the Central Government.
45. SECRETARIAL STANDARDS
The Company has devised proper systems to ensure compliance with the provisions of all applicable
Secretarial Standards issued by The Institute of Company Secretaries of India and that such systems are
adequate and operating effectively.
46. 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.
47. DISCLOSURE ON MAINTENANCE OF COST RECORDS
Maintenance of Cost Records as specified by the Central Government under sub-section (1) of section
148 of the Companies Act, 2013, is not applicable to the company.
48. DETAILS OF APPLICATION MADE OR PROCEEDING PENDING UNDER INSOLVENCY AND BANKRUPTCY
CODE 2016
During the year under the review, there were no applications made or proceedings pending in the name
of the company under the insolvency and bankruptcy code, 2016.
49. DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMENT AND
VALUATION WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS
During the year under the review, there has been no one time settlement of loans taken from banks and
financial institutions.
50. GENERAL DISCLOSURE
Your Directors state that no disclosure or reporting is required in respect of the following items as there
were no transactions on these items during the year under review:
1. Issue of equity shares with differential rights as to dividend, voting or otherwise.
2. Issue of shares (sweat equity shares) to employees of the Company under ESOS.
3. No significant or material orders were passed by the Regulators or Courts or Tribunals which
impact the going concern status and Company operations in future.
51. APPRECIATION
Your Directors would like to extend their sincere appreciation to the Company''s shareholders, vendors
and stakeholders including banks, who have extended their valuable sustained support and
encouragement during the year under review.
For and on behalf of the Board of Directors
For, Omega Interactive Technologies Limited
SD/- SD/-
ARUN KUMAR SUHIT BAKSHI
DIRECTOR ADDITIONAL DIRECTOR
DIN:09055964 DIN: 06395813
Registered Office: E-308, Crystal Plaza, New Link Road, Opp. Infinity Mall, Andheri
(West) Mumbai Maharashtra 400053 India
Place: Mumbai
Date: 04/09/2024
Mar 31, 2015
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
Mar 31, 2014
Dear Members,
The Directors have great pleasure in presenting the 20th Annual Report
together with the Audited Accounts for the year ended 31st March, 2014.
FINANCIAL RESULTS :
Particulars 2013-2014(Rupees) 2012-2013(Rupees)
Total Income 7,20,626 6,57,291
Profit before tax 1,21,177 2,37,586
Less : Tax expense :
* Current tax 23,100 45,300
* Deffered tax - -
* Earliers Years - -
Profit for the year 98,077 1,92,286
OPERATIONS :
During the year your company has earned profit after tax of Rs.0.98
lacs against a profit after tax of Rs.1.92 lacs in the previous year.
Your Directors are hopeful to achieve the better result in the current
year.
DIVIDEND :
Due to carry forward losses, your Board has decided not to recommend
any dividend for the year ended 31st March, 2014.
FIXED DEPOSITS :
Your Company has not accepted any deposit during the year within the
meaning of section 58A of the Companies Act, 1956 from Public and the
rules made there under.
BOARD OF DIRECTORS :
As per Section 149(10) of the Companies Act, 2013, Independent
Directors are required to be appointed for a term of 5 consecutive
years and can be reappointed for a maximum of two terms. They shall not
be liable to retire by rotation. Accordingly, resolutions proposing
appointment of the Independent Directors form part of the Notice of the
AGM.
Mr. Krishan Kumar Bhajanlal Rathi and Mr. Rajesh Srinivwas Nawathe are
being reappointed as Independent Directors, not liable to retirement by
rotations for a terms of 5 consecutive years. The necessary resolutions
are placed for the approval of the Members.
DIRECTORS RESPONSIBILITY STATEMENT :
Pursuant to Section 217(2AA) of the Companies Act, 1956 the Directors
confirm that :
1. In the preparation of the annual accounts, the applicable
accounting standards have been followed alongwith proper explanation
relating to material departures;
2. Appropriate policies have been selected and applied consistently
and judgments and estimates wherever made 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 year;
3. Proper and sufficient care has been taken for the maintenance of
adequate accounting records in accordance with the provisions of the
Companies Act, 1956 for safeguarding the assets of the company and for
preventing and detecting fraud and other irregularities;
4. The annual accounts have been prepared on a going concern basis.
CORPORATE GOVERNANCE AND COMPLIANCE CERTIFICATE :
Separate notes on Corporate Governance and Management Discussion and
Analysis Report are made part of this Annual Report. A Certificate from
a Firm of Practicing Company Secretaries certifying compliance with the
conditions of Corporate Governance as stipulated under Clause 49 of the
Listing Agreement is attached to this Report.
SECRETARIAL COMPLIANCE CERTIFICATE :
Pursuant to provisions of Section 383A of the Companies Act, 1956 and
the rules made there under, the Company has obtained a Secretarial
Compliance Certificate from Lalitha Lath, Company Secretaries. The same
is attached herewith.
AUDITORS :
Your Company''s Auditors, M/s. Sampat Mehta & Associates,, retire at the
ensuing AGM and, being eligible, have offered themselves for
re-appointment. The Board, on the recommendation of the Audit
Committee, has recommended the re- appointment of M/s. Sampat Mehta &
Associates for a period of 3 (Three) years in accordance with Section
139 of the Companies Act, 2013. Appropriate resolution seeking your
approval to the said re-appointment is appearing in the Notice
convening the 20th AGM of the Company.
AUDITORS'' OBSERVATIONS :
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.
CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION :
As there were no major business activities during the year under
review, the requisite information with regard to the conservation of
energy, technology absorption (Disclosures of Particulars in the report
of Board of Directors) Rules is irrelevant/not applicable to the
Company during the year under review, the same are not reported.
FOREIGN EXCHANGE EARNINGS AND OUTGO:
There is no Foreign Exchange Earnings & Outgo during the year.
PARTICULARS OF EMPLOYEES :
There are no employees as required under section 217(2A) of the
Companies Act, 1956.
LISTING AGREEMENT REQUIREMENTS :
Shares of the Company are listed on Stock Exchange of Mumbai and
Cochin. The Company is regular in payment of listing fees.
BUY-BACK OF SHARES :
There was no buy-back of shares during the year under review.
ACKNOWLEDGMENT :
Your Directors place on record their sincere appreciation to the
Company''s shareholders, customers, suppliers, bankers and distributors
for the support they have given to the Company and the confidence,
which they have reposed in its management and the employees for the
commitment and dedication shown by them.
For and on behalf of the Board
For OMEGA INTERACTIVE TECHNOLOGIES LIMITED
RENU M. SONI
(DIN:- 02651979)
DIRECTOR
REGISTERED OFFICE :
308, MAKER BHAWAN NO. III,
21, NEW MARINE LINES,
MUMBAI - 400 020.
Mar 31, 2013
The Directors have great pleasure in presenting their Eighteenth Annual
Report together with the Audited accounts for the year ended 31st
March, 2013.
FINANCIAL RESULTS :
Particulars 2012-2013 2011-2012
(Rupees) (Rupees)
Total Income 6,57,291 8,83,773
Profit before tax 2,37,586 4,38,154
Tax expense:
-Current tax 45,300
-Deffered tax
-Earliers Years
Profit for the year 1,92,286 4,38,154
OPERATIONS :
During the year your company has earned profit after tax of Rs. 1.92
lacs against a profit after tax of Rs.4.38 lacs in vhe previous year.
Your Directors are hopeful to achieve the better result in the current
year.
DIVIDEND:
Due to carry forward losses, your Board has decided not to recommend
any dividend for the year ended 31st March, 2013.
FIXED DEPOSITS :
Your Company has not accepted any deposit during the year within the
meaning of section -.,58a of the Companies Act, i 956 from Public and
the rules made there under.
Pursuant to Section 217(2AA) of the Companies Act, 1956 the Directors
confirm that:
1. In the preparation of the annual accounts, the applicable
accounting standards have been followed alongwith proper explanation
relating to material departures ;
2. Appropriate policies have been selected and applied consistently
and judgments and estimates wherever made 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 year;
3. Proper and sufficient care has been taken for the maintenance of
adequate accounting records in accordance with the provisions of the
Companies Act, 1956 for safeguarding the assets of the company and for
preventing and detecting fraud and other irregularities;
4. The annual accounts have been prepared on a going concern basis.
DIRECTORS
Mr. Krishan Kumar Bhajanlal Rathi. Director of the company retires by
rotation from the Board of Directors and being eligible, offers himself
for re-appointment.
AUDITORS :
M/s. Sampat Mehta & Associates. Chartered Accountants, Auditors of the
Company are retiring at the ensuing Annual General Meeting. They are
eligible for re-appointment and have expressed their willingness to act
as auditors, if re-appointed. The Company has received a certificate
from them that they are qualified under section 224 (1) of the
Companies Act, 1956, for appointment as Auditors of the Company.
Members are requested to consider their appointment at a remuneration
to be decided by the Board of Directors for the financial year ending
31Sl March, 2014 as set out in the Notice convening the Meeting.
AUDITORS'' OBSERVATIONS :
The observations of the auditors contained in their Report have been
adequately dealt with in the Notes to the Accounts given in Schedule
"R" which are self explanatory and, therefore, do not call for any
further comments.
AUDIT COMMITTEE :
In accordance with the provisions of the Listing Agreement and
Companies Act, 1956, the Company has constituted an Audit Committee.
The Audit Committee acts in accordance with The terms of reference
specified from time to time by the Board.
MERGER: OIT
A scheme of amagamation of the subsidiaries i.e. Mykindasite
International Private Limited and Malvern Trading Private Limited with
Omega Interactive Technologies Limited under the provisions of Sections
391 to 394 of the Companies Act, 1956 has been approved by Honourable
High Court of Judicature at Bombay. The assets and liabilities of the
above said companies is transferred to and vested in the Company as a
going concern basis.
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 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. 1NE292C01011.
Shareholder''s 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.
CORPORATE GOVERNANCE :
Your company continued to practice good governance as set out by the
Securities & Exchange Board of India. In addition to the basic
governance issues, the Board laid a strong emphasis on transparency,
accountability and integrity. The detailed report on compliance of
Corporate Governance and Management Discussion Analysis as stipulated
in Clause 49 of the Listing Agreement is enclosed and form part of this
Report.
SUBSIDIARY COMPANY :
The affairs of the subsidiary company namely Mykindasite International
Private Limited and Malvern Trading Private Limited have been reviewed
by the directors of your company. Further as required under Section 212
of the Companies Act, 1956, the Annual Reports for the Financial Year
2012 - 2013 also includes the Accounts for the year ended 31st March,
2013 of the subsidiary companies.
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 and Senior
Management Personnel of the company. This will help in dealing with
ethical issues and also foster a culture of accountability and
integrity.
LISTING :
The company has listed its Equity Shares on Bombay Stock Exchange
Limited. Mumbai and Cochin Stock Exchange Limited. Cochin.
PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND
FOREIGN EXCHANGE EARNING AND OUTGO:
The information pursuant to section 217 (I) (e) of the Companies Act,
1956 read with the Companies ( Disclosure of particulars in the Report
of Board of Directors) Rules, 1988 are not applicable to the company as
the company is not engaged in manufacturing activities.
PARTICULARS OF EMPLOYEES :
None of the employees of the company came within the purview of the
information required U/s. 217 (2A) of the Companies Act, 1956 read with
the Companies (Particulars of Employees) Rules, 1975 as amended.
ACKNOWLEDGMENT :
The Directors wish to convey, their appreciation to the company''s
shareholders, customers, bankers and distributors for. the support they
have given to the Company and the confidence, which they have reposed
in its management and the employees for the commitment and dedication
shown by them.
For and on behalf of the Board
For OMEGA INTERACTIVE TECHNOLOGIES
LIMITED
Renu M. Soni Director
REGISTERED OFFICE :
308, MAKER BHAWAN NO. Ill, 21,
NEW MARINE LINES MUMBAI-400 020.
DATE :31st MAY, 2013.
Mar 31, 2012
TO THE SHAREHOLDERS
The Directors have great pleasure in presenting their Eighte&Ah Annual
Report together with the Audited accounts for the year ended 31st
March, 2012
FINANCIAL RESULTS:
Particulars 2011-2012 2010-2011
(Rupees) (Rupees)
Total Income 8,64,703 13,52,762
Profit/(Loss) before tax 4,33,420 (41,38,541)
Tax expense:
-Current tax - -
-Deffered tax -
-Earliers Years - 13,09,863
Profit/(Loss) for the year 4,33,420 (54,48,404)
OPERATIONS :
During the year your company has earned profit after tax of Rs. 4.33
lacs against a loss after tax of Rs.54.48 lacs in the previous year.
Your Directors are hopeful to achieve the better result in the
current-year.
DIVIDEND :
Due to carry forward losses, your Board has decided not to recommend
any dividend for the year ended 31sl March, 2012.
FIXED DEPOSITS :
Your Company has not accepted any deposit during the year within the
meaning of section 58A of the Companies Act, 1956 from Public and the
rules made there under.
DIRECTORS RESPONSIBILITY STATEMENT : OITL
Pursuant to Section 217(2AA) of the Companies Act, 1956 the Directors
confirm that:
1. In the preparation of the annual accounts, the applicable
accounting standards have been followed alongwith proper explanation
relating to material departures ;
2. Appropriate policies have been selected and applied consistently
and judgments and estimates wherever made are reasonable and prudent so
as to give a true and fair view of the state of affairs of the company
at the ehd^fthe financial year and pf the profit of the company for
that year;
3. Proper and sufficient care has been taken for the maintenance of
adequate accounting records in accordance with the provisions of the
Companies Act; 1956 for safeguarding the assets of the company and for
preventing and detecting fraud and other irregularities;
4. The annual accounts have been prepared on a going concern basis.
DIRECTORS
Mr. Rajesh Srinivwas Nawathe, Director of the company retires by
rotation from the Board of Directors and being eligible, offers himself
for re-appointment.
AUDITORS:
M/s. Sampat Mehta & Associates, Chartered Accountants, Auditors of the
Company are retiring at the ensuing Annual General Meeting. They are
eligible for re-appointment and have expressed their willingness to act
as auditors, if re-appointed. The Company has received a certificate
from them that they are qualified under section 224 (1) of the
Companies Act, 1956, for appointment as Auditors of the Company.
Members are requested to consider their appointment at a remuneration
to be decided by the Board of Directors for the financial year ending 3
Is' March, 2013 as set out in the Notice convening the Meeting.
AUDITORS* OBSERVATIONS :
The observations of the auditors contained in their Report have been
adequately dealt with in the Notes to the Accounts given in Schedule
"R" which are self explanatory and, therefore, do not call for any
further-comments.
AUDIT COMMITTEE :
In accordance with the provisions of the Listing Agreement and
Companies Act, 1956, the Company has constituted an Audit Committee.
The Audit Committee acts in accordance with the terms of reference
specified from time to time by the Board.
MERGER:
A scheme of amagamation of the subsidiaries i.e. Mykindasite
International Private Limited and Malvern Trading Private Limited with
Omega Interactive Technologies Limited under the provisions of Sections
391 to 394 of the Companies Act, 1956 has been filed with the
Honourable High Court of Judicature at Bombay. The assets and
liabilities of the above said companies shall be transferred to and
vested in the Company as a going concern from the appointed date i.e.
1st October, 201 LAs and when approval of the honourable High Court is
received which is in progress.
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 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 ISlNNo. INE292C0I01L
Shareholder's 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.
CORPORATE GOVERNANCE:
Your company continued to practice good governance as set out by the
Securities & Exchange Board of India. In addition to the basic
governance issues, the Board laid a strong emphasis on transparency,
accountability and integrity. The detailed report on "compliance of
Corporate Governance and Management Discussion Analysis as stipulated
in Clause 49 of the Listing Agreement is enclosed and form part of this
Report.
SUBSIDIARY COMPANY :
The affairs of the subsidiary company namely Mykindasite International
Private Limited and Malvern Trading Private Limited have been reviewed
by the directors of your company. Further as required under Section 212
of the Companies Act, 1956, the Annual Reports for the Financial Year
2011 - 2012 also includes the Accounts for the year ended 31st March,
2012 of the subsidiary companies.
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 and Senior
Management Personnel of the company. This will help in dealing with
ethical issues and also foster a culture of accountability and
integrity.
LISTING :
The company has listed its Equity Shares on Bombay Stock Exchange
Limited, Mumbai and Cochin Stock Exchange Limited, Cochin.
PARTICULARS REGARDING CONSERVATION OF ENERGY. TECHNOLOGY LJ' ' L
ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO;
The information pursuant to section 217 (I) (e) of the Companies Act,
1956 read with the Companies ( Disclosure of particulars in the Report
of Board of Directors) Rules, 1988 are not applicable to the company as
the company is not engaged in manufacturing activities.
PARTICULARS OF EMPLOYEES : J
None of the employees of the company came within the purvujw of the
information required U/s. 217 (2A) of the Companies Act, 1956 read with
the Companies (Particulars of Employees) Rules, 1975 as amended.
ACKNOWLEDGMENT:
The Directors wish to convey their appreciation to the company's
shareholders, customers, bankers and distributors for the support they
have given to the Company and the confidence, which they have reposed
in its management and the employees for the commitment and dedication
shown by them.
For and on behalf of the Board
For OMEGA INTERACTIVE TECHNOLOGIES
LIMITED
Rcnu M. Soni Director
REGISTERED OFFICE:
308, MAKER BHAWAN NO.
Ill, 21, NEW MARINE LINES,
MUMBAI-400 020.
DATE :31st MAY, 2012.
Mar 31, 2011
The Directors have great pleasure in presenting their Seventeenth
Annual Report together with the Audited accounts for the year ended
31st March, 2011.
FINANCIAL RESULTS: Year ended Year ended
31.03.2011 31.03.2010
Rupees Rupees
Sales and Other Income 13,52,762 8,26,598
Profit before tax 4,36,314 5,07,878
Add : Prior period tax (13,09,863) 8,310
Less : Balance Written Off (45,74,855)
Profit after tax (54,48,404) 5,16,188
Add/Less): Balance brought
forward from Previous Year (1,46,01,206) (1,51,17,394)
Balance carried to Balance Sheet (2,00,49,611) (1,46,01,206)
OPERATIONS :
During the year, your company has achieved total income of Rs.13.53
lacs as against Rs.8.27 lacs in the previous year. The company has also
incurred a loss tax and extraordinary items of Rs.54.48 lacs as
against-a profit after tax of Rs.5.16 lacs in the previous year. Your
Directors are hopeful to achieve the better result in the current year.
DIVIDEND :
Due to carry forward losses, your Directors do not recommend any
dividend for the year ended March 31. 2011.
FIXED DEPOSITS :
Your Company has not accepted any deposit during the year within the
meaning of section 58A of the Companies Act. 1956 from Public and the
rules made there under.
DIRECTOR RESPONSIBILITY STATEMENT : OITL
Pursuant to Section 217(2AA) of the Companies Act, 1956 the Directors
confirm that:
1. In the preparation of the annual accounts, the applicable
accounting standards have been followed along with proper explanation
relating to material departures ;
2. Appropriate policies have been selected and applied consistently
and judgments and estimates wherever made 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 year:
3. Proper and sufficient care has been taken for the maintenance of
adequate accounting records in accordance with the provisions of the
Companies Act, 1956 for safeguarding the assets of the company and for
preventing and detecting fraud and other irregularities;
4. The annual accounts have been prepared on a going concern basis.
DIRECTORS
Mr. Krishan Kumar Rathi, Director of the company retires by rotation
from the Board of Directors and being eligible, offers himself for
re-appointment.
AUDITORS :
M/s. Sampat Mehta & Associates, Chartered Accountants, Auditors of the
Company are retiring at the ensuing Annual General Meeting. They are
eligible for re-appointment and have expressed their willingness to act
as auditors, if re-appointed. The Company has received a certificate
from them that they are qualified under section 224 (1) of the
Companies Act, 1956, for appointment as Auditors of the Company.
Members are requested to consider their appointment at a remuneration
to be decided by the Board of Directors for the financial year ending
31st March, 2012 as set out in the Notice convening the Meeting.
AUDITORS' OBSERVATIONS :
The observations of the auditors contained in their Report have been
adequately dealt with in the Notes to the Accounts given in Schedule
"R" which are self explanatory and, therefore, do not call for any
further comments.
AUDIT COMMITTEE :
In accordance with the provisions of the Listing Agreement and
Companies Act, 1956, the Company has constituted an Audit Committee.
The Audit Committee acts in accordance with the terms of reference
specified from time to time by the Board.
MERGER: OITL
The Board is considering proposal of Reduction of Capital and Merger of
its 100% subsidiary company i.e. Mykindasite International Private
Limited along with Malvern Trading Private Limited subject to No
Objection Certificate of Stock Exchanges and approval of High Court
from the appointed date 1st April, 2011.
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 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. INE292C01011.
Shareholder's 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.
CORPORATE GOVERNANCE :
Your company continued to practice good governance as set out by the
Securities & Exchange Board of India. In addition to the basic
governance issues, the Board laid a strong emphasis on transparency,
accountability and integrity. The detailed report on compliance of
Corporate Governance and Management Discussion Analysis as stipulated
in Clause 49 of he Listing Agreement is enclosed and form part of this
Report.
SUBSIDIARY COMPANY:
The affairs of the subsidiary company namely Mykindasite International
Private Limited lias been reviewed by the directors of your company.
Further as required under Section 212 of he Companies Act, 1956, the
Annual Report for the Financial Year 2010 - 2011 also includes the
Accounts for the year ended 3151 March, 2011 of the subsidiary company.
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 and Senior
Management Personnel of the company. This will help in dealing with
ethical issues and also foster a culture of accountability and
integrity.
LISTING :
The company has listed its Equity Shares on Bombay Stock Exchange
Limited, Mumbai and Cochin Stock Exchange Limited, Cochin.
PARTICULARS REGARDS CONSERVATION OF ENERGY. TECHNOLOGY OITI_
ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO:
The information pursuant to section 217 (I) (e) of the Companies Act,
1956 read with the Companies ( Disclosure of particulars in the Report
of Board of Directors) Rules, 1988 are not applicable to the company as
the company is not engaged in manufacturing activities.
PARTICULARS OF EMPLOYEES :
None of the employees of the company came within the purview of the
information required U/s. 217 (2A) of the Companies Act, 1956 read with
the Companies (Particulars of Employees) Rules, 1975 as amended.
ACKNOWLEDGMENT;
The Directors wish to convey their appreciation to the company's
shareholders, customers, bankers and distributors for the support they
have given to the Company and the confidence, which they have reposed
in its management and the employees for the commitment and dedication
shown by them.
For and on behalf of the Board
For OMEGA INTERACTIVE TECHNOLOGIES LIMITED
Renu M. Soni
Director
REGISTERED OFFICE :
308, MAKER BHAWAN NO. Ill,
21, NEW MARINE LINES,
MUMBAI-400 020.
DATE :31st MAY, 2011.
Mar 31, 2010
DIRECTORS' REPORT TO THE SHAREHOLDERS
The Directors have great pleasure in presenting their Sixteenth Annual
Report together with the Audited accounts for the year ended 31 st
March, 2010.
FINANCIAL RESULTS: Year ended Year ended
31.03.2010 31.03.2009
Rupees Rupees
Sales and Other Income 8,26,598 1,03,000
Profit/(Loss) before tax 5,07,878 (69,933)
Add : Prior period tax 8,310 -
Profit/(Loss) after tax 5,16,188 (69,933)
Add/(Less): Balance brought
forward from Previous Year (1,51,17,394) (1,50,47,461)
Balance carried to Balance Sheet (1,46,01,206) 1,51,17,394)
OPERATIONS :
During the year the company has achieved total income of Rs.8.27 lacs
as against Rs. 1.03 lacs in the previous year. The company has also
earned a profit after tax of Rs.5.16 lacs as against a loss of Rs.0.70
lacs in the previous year. Your Directors are hopeful to achieve the
belter result in the current year.
DIVIDEND:
Due to carry forward losses, your Directors do not recommend any
dividend for the year ended March 31, 2010.
FIXED DEPOSITS :
Your Company has not accepted any deposit during the year within the
meaning of section 58A of the Companies Act, 1956 from Public and the
rules made there under.
CHANGE IN MANAGEMENT AND BOARD OF DIRECTORS :
Due to change in management, there will be no Director to retire by
rotation as all the Directors were appointed on 24th September, 2009
and the management is taken over by the new Board, as a result all the
previous Directors namely Manoharlal Manchandani. Mr. Devraj S.
Shetty, Mr. Vidur Raj Bhalla has been resigned from the company w.e.f.
24th September, 2009 and Mr. George Thomas, Mr. Dharmendra Praful
Vakharia resigned from the board on 31st May, 2010. Your board places
its appreciations for the services rendered by them during the tenure
of directorship.
It is proposed to appoint Mr. Krishan Kumar Rathi, Mr. Rajesh Srinivas
Nawathe and Mrs. Renu M. Soni as regular Directors of the Company.
Necessary Resolutions are placed in the Notice calling Annual General
Meeting.
DIRECTORS RESPONSIBILITY STATEMENT :
Pursuant to Section 217(2AA) of the Companies Act, 1956 the Directors
confirm that:
1. In the preparation of the annual accounts, the applicable
accounting standards have been followed alongwith proper explanation
relating to material departures ;
2. Appropriate policies have been selected and applied consistently
and judgments and estimates wherever made 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 year:
3. Proper and sufficient care has been taken for the maintenance of
adequate accounting records in accordance with the provisions of the
Companies Act, 1956 for safeguarding the assets of the company and for
preventing and detecting fraud and other irregularities;
4. The annual accounts have been prepared on a going concern basis.
AUDITORS :
M/s. Sampat Mehta & Associates. Chartered Accountants. Auditors of the
Company are retiring at the ensuing Annual General Meeting. They are
eligible for re-appointment and have expressed their willingness to act
as auditors, it re-appointed. The Company has received a certificate
from them that they are qualified under section 224 (I) of the
Companies Act, 1956, for appointment as Auditors of the Company.
Members are requested to consider their appointment at a remuneration
to be decided by the Board of Directors for the financial year
ending-31st March, 2011 as set out in the Notice convening the Meeting.
AUDITORS' OBSERVATIONS:
The observations of the auditors contained in their Report have been
adequately dealt with in the Notes to the Accounts given in Schedule
"R" which are self explanatory and. therefore, do not call for any
further comments.
AUDIT COMMITTEE :
In accordance with the provisions of the Listing Agreement and
Companies Act, 1956, the Company has constituted an Audit Committee.
The Audit Committee acts in accordance with the terms of reference
specified from time to time by the Board.
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 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 ISINNo. INE292C0I011.
Shareholder's 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.
CORPORATE GOVERNANCE :
Your company continued to practice good governance as set out by the
Securities & Exchange Board of India. In addition to the basic
governance issues, the Board laid a strong emphasis on transparency,
accountability and integrity. The detailed report on compliance of
Corporate Governance and Management Discussion Analysis as stipulated
in Clause 49 of the Listing Agreement is enclosed and form part of this
Report.
SUBSIDIARY COMPANY :
The affairs of the subsidiary company namely Mykindasite International
Private limited has been reviewed by the directors of your company.
Further as required under Section 212 of the Companies Act, 1956, the
Annual Report for the financial Year 2009 - 2010 also includes the
Accounts for the year ended 31st March, 2010 of the subsidiary company.
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 and Senior
Management Personnel of the company. This will help in dealing with
ethical issues and also foster a culture of accountability and
integrity.
LISTING :
The company has listed its Equity Shares on Bombay Stock Exchange
Limited. Mumbai.
PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND
FOREIGN EXCHANGE EARNING AND OUTGO:
The information pursuant to section 217 (I) (e) of the Companies Act,
1956 read with the Companies ( Disclosure of particulars in the Report
of Board of Directors) Rules, 1988 are not applicable to the company as
the company is not engaged in manufacturing activities.
PARTICULARS OF EMPLOYEES :
None of the employees of the company came within the purview of the
information required U/s. 217 (2A) of the Companies Act, 1956 read with
the Companies (Particulars of Employees) Rules, 1975 as amended.
ACKNOWLEDGMENT :
The Directors wish to convey their appreciation to the company's
shareholders, customers, bankers and distributors for the support they
have given to the Company and the confidence, which they have reposed
in its management and the employees for the commitment and dedication
shown by them.
For and on behalf of the Board
For OMEGA INTERACTIVE TECHNOLOGIES LIMITED
Renu M. Soni
Director
REGISTERED OFFICE :
308, MAKER BHAWAN NO. III,
21, NEW MARINE LINES,
MUMBAI-400 020.
DATE : 31st MAY, 2010.
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Omega Interactive Technologies Ltd. पर और जानकारी
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Omega Interactive Technologies Ltd. टूल
- बल्क डील
-
Omega Interactive Technologies Ltd. कंपनी का विवरण
- कंपनी का प्रोफाइल
- कंपनी का इतिहास
- मैनेजमेंट टीम
- पूंजी ढांचा
- प्रॉडक्ट मिक्स
- बैंकर/ऑडीटर/रजिस्ट्रार
-
कंपनी का इतिहास
- बीएसई मूल्य इतिहास
-
Omega Interactive Technologies Ltd. मुख्य वित्तीय अनुपात
- अनुपात
-
Omega Interactive Technologies Ltd. परिणाम
- तिमाही परिणाम
- छहमाही परिणाम
- नौ महीने के परिणम
- वार्षिक परिणाम
-
Omega Interactive Technologies Ltd. Financial Data
- ऑडिट के परिणाम
- नकदी प्रवाह
- बैलेंस शीट
-
Omega Interactive Technologies Ltd. की रिपोर्ट
- लेखा नीति
- ऑडीटर की रिपोर्ट
- निदेशक की रिपोर्ट
- खाते के लिये नोट
-
Omega Interactive Technologies Ltd. कॉर्पोरेट घोषणाएं
- बुक क्लोज़र
- बोर्ड की मीटिंग
-
Stock Market Crash: जंग का असर बाजार में हाहाकार, सेंसेक्स 2500 अंक से ज्यादा लुढ़का, निफ्टी 700 अंक क्रैश -
Stock Market Outlook: होर्मुज स्ट्रेट में संकट! क्या आने वाला है भारतीय शेयर बाजार में बड़ा गिरावट का दौर? -
मिडिल ईस्ट के बढ़ते तनाव ने बिगाड़ा बाजार का मूड, सेंसेक्स 1500 अंक लुढ़का, निफ्टी भी बुरी तरह फिसला -
Stock Market Today: मिडिल ईस्ट तनाव! शेयर बाजार में कोहराम, सेंसेक्स 900+ अंक टूटा, निफ्टी 24,900 के नीचे -
Stock Market: Anthropic के दावे से बढ़ी टेंशन! Nifty-Sensex में बड़ी गिरावट, शेयर बाजार किन 5 कारणों से धड़ाम? -
Stock Markets Today: कारोबारी हफ्ते की शानदार शुरुआत, Sensex और Nifty 50 जबरदस्त बढ़त के साथ बंद -
Stock Alert: सस्ते में मिल रहे Nifty 50 के कई शेयर, यहां से होगी पैसों की बारिश? -
Stock Market Crash: बाजार में हाहाकार, सेंसेक्स 1,200 प्वाइंट से ज्यादा गिरा, निफ्टी भी 400 अंक क्रैश -
Stock Markets Today: बढ़त के साथ बंद हुआ बाजार, Sensex और Nifty की शानदार क्लोजिंग -
Stock Markets Today: Nifty वीकली एक्सपायरी के दिन बाजार में तेजी, IT और PSU इंडेक्स बढ़त के साथ बंद -
Defence Stock: Cochin Shipyard के शेयर में जबरदस्त उछाल, रक्षा मंत्रालय से बड़ा ऑर्डर -
Stock Markets Today: कारोबारी हफ्ते के पहले दिन बाजार की शानदार क्लोजिंग, Sensex और Nifty बढ़त के साथ बंद -
अमेरिका संग ट्रेड डील से SENSEX-NIFTY में दिखा जोश, इन 9 स्टॉक्स में लगा 20% का अपर सर्किट, आपके पास है कोई? -
Stock Market News: India-US ट्रेड डील का असर...शेयर बाजार में जबरदस्त रैली, निवेशकों को 20 लाख करोड़ का फायदा! -
Stock Market News: भारी गिरावट के बाद वापसी, सेंसेक्स-निफ्टी दिन के निचले स्तर से रिकवर, तेजी के पीछे का कारण? -
Stock Market: मोदी सरकार के 15 बजट में कब शेयर बाजार का प्रदर्शन रहा सबसे बेहतर; कब रहा सबसे खराब? फुल रिपोर्ट
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