optiemus infracom ltd Directors report

Dear Members,

The Directors of your Company are pleased to present the 30^th Annual Report on the business and operations of the Company along with the Audited Annual Accounts for the financial year ended March 31, 2023.

1. FINANCIAL SYNOPSIS:

Key aspects of Financial Performance of the Company for the year ended March 31, 2023 are tabulated below pursuant to the Companies (Accounts) Rules, 2014.

The consolidated performance of the Company and its subsidiaries has also been set out herein and wherever required:

Particulars	Standalone		Consolidated
	Year ended 31.03.2023	Year ended 31.03.2022	Year ended 31.03.2023	Year ended 31.03.2022
Revenue from operations	59,727.15	42,973.02	1,17,388.10	47,163.22
Total Expenses	60,112.42	44,707.90	1,16,787.30	50,196.30
Profit/Loss before	4,265.06	2,577.01	6,005.52	558.39
Exceptional & Extraordinary
Items, Share of Profit/Loss of Associate and Tax
Exceptional Items	-	-	-	-
Profit/Loss from Associates and Joint Venture	-	-	(691.68)	(89.07)
Profit/Loss Before Tax	4,265.06	2,577.01	5,313.84	469.33
Less: Tax Expense:
(1) Current Tax	(307.77)	(816.97)	(307.77)	(816.98)
(2) Deferred Tax Credit	(754.99)	13.51	(1,096.38)	181.81
(3) Taxation Adjustment of previous year (net)	277.94	79.09	277.94	73.70
Total Profit/Loss for the year	3,480.25	1,852.64	4,187.63	(92.17)
Total Comprehensive Income	3,479.50	1,857.24	4,186.89	(87.56)
Earnings per equity share	4.05	2.16	4.88	(0.10)

2. INFORMATION ON STATE OF AFFAIRS OF THE COMPANY

Financial year 2022-23 was the first year post COVID-19 disruptions with a stable business environment. During the financial year 2022-23, the overall revenue from operations increased by 38.99% from Rs. 42,973.02 Lacs (FY 2021-22) to Rs. 59,727.15 Lacs. The profit of the Company also increased from Rs. 1857.24 Lacs (FY 2021-22) to Rs. 3,479.50 Lacs. Detailed information on state of affairs of the Company is given in Management Discussion and Analysis Report forming part of this Report.

3. SUBSIDIARIES AND ASSOCIATE COMPANIES

There is no company which has become or ceased to be subsidiary company during the financial year 2022-23.

As on March 31, 2023, the Company has 3 (Three) Wholly Owned Subsidiaries viz. Optiemus Infracom (Singapore) Pte Limited, GDN Enterprises Private Limited and Optiemus Electronics Limited, 2 (Two) Subsidiaries viz. FineMS Electronics Private Limited and Troosol Enterprises Private Limited and 1 (One) Associate Company viz. Teleecare Network India Private Limited.

As on March 31, 2023, the Company has no material subsidiary. The Policy for determining material subsidiaries is hosted on the website of the Company under the web link https://www.optiemus.com/ policies/Policy_For_Determining_Material_Subsidiaries.pdf.

Further, in accordance with the provisions of Section 129(3) of the Companies Act, 2013 read with Rule 8 of Companies (Accounts) Rules, 2014, the Company has prepared its consolidated financial statement including all of its subsidiaries and associate which are forming part of this Annual Report. A Report on Performance and Financial Position of each of the Subsidiaries and Associate Companies included in the Consolidated Financial Statement is presented in a separate section in this Annual Report. Please refer Form No. AOC-1 annexed as Annexure-1 to this Report.

In terms of Section 136 of the Companies Act, 2013, the Annual Report of the Company, containing therein its standalone and the consolidated financial statements has been hosted on the Companys website under the web link https://www.optiemus.com/annualreport.html. Further, the annual accounts of each of the said subsidiary companies of the Company have also been hosted on the Companys website under the web link https://www.optiemus.com/subsidiaries.html.

4. TRANSFER TO RESERVES

During the year, the Board of Directors of the Company has decided not to transfer any amount to the reserves and entire amount of profit for the year forms part of the ‘Retained Earnings.

5. DIVIDEND

The Board of Directors of the Company in its meeting dated May 26, 2023 has declared an Interim Dividend of Rs. 1.50/- (15%) per Equity Share of Rs. 10/- each for the financial year 2022-23, which has been duly paid to those shareholders who hold shares of the Company as on record date i.e. 7^th June, 2023.

Further, the Dividend Distribution Policy of the Company is available on the website of the Company and can be accessed at https://www.optiemus.com/policies/Dividend_Distribution_Policy.pdf.

6. DEPOSITS

During the year, the Company has not accepted any deposits within the meaning of the provisions of Section 73 of the Companies Act, 2013 and rules made thereunder.

7. CHANGE IN NATURE OF BUSINESS

Considering the future business opportunities and for expansion of business base, the Board of Directors and Shareholders in their respective meeting held on August 29, 2022 and September 29, 2022 has accorded their approval for doing the following additional business activity and incorporated the same in object clause of Memorandum of Association of the Company:

"To carry on the business of buying, selling, reselling, import. export, transporting, storing, developing, promoting, marketing or supplying, trading, dealing in any manner whatsoever in all type of goods including but not limited to, hearable, wearable, advance licensing, telecom equipment etc. on retail as well as on wholesale basis in India or elsewhere."

There was no other change in the nature of business of the Company during the financial year 2022-23.

8. MATERIAL CHANGES AND COMMITTMENT

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

9. NOMINATION AND REMUNERATION POLICY

In adherence to Section 178(1) of the Companies Act, 2013 and Regulation 19(4) read with Part D of the Schedule II of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors of the Company has approved a policy on Directors, Key Managerial Personnel and Senior Management Personnels appointment and their remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters provided u/s 178(3), based on the recommendations of the Nomination and Remuneration Committee. Extract of Nomination and Remuneration Policy of the Company is given in Annexure–2 and forms part of this Report. The Policy is also available on the website of the Company and can be accessed under the web link https://www.optiemus.com/policies/Nomination_And_Remuneration_Policy.pdf.

10. ANNUAL RETURN

In terms of Section 92 and Section 134 of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company for the Financial Year 2022-23 will be available on the website of the Company at https://www.optiemus.com/annual-return.html in due course.

11. NUMBER OF MEETINGS OF THE BOARD

During the Financial Year 2022-23, the Board of Directors duly met 6 (Six) times on April 27, 2022, May 30, 2022, August 11, 2022, August 29, 2022, November 09, 2022 and February 13, 2023. Detailed information on Board Meetings is given in Corporate Governance Report forming part of this Annual Report.

Further, during the year, a separate meeting of the Independent Directors of the Company was held on February 13, 2023 to discuss and review the performance of all other Non-Independent Directors, Chairman of the Company and the Board as a whole and for reviewing and assessing the matters as prescribed under Schedule IV of the Companies Act, 2013 and Regulation 25(4) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

12. DIRECTORS RESPONSIBILITY STATEMENT

In pursuance to clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, to the best of their knowledge and belief, the Directors of your Company hereby confirm that: (i) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures; (ii) 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 and loss of the company for that period; (iii) 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; (iv) the directors had prepared the annual accounts on a going concern basis; (v) the directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and

(vi) 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.

13. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE

COMPANIES ACT, 2013

Pursuant to the provisions of Section 186 of the Companies Act, 2013, complete details of Investments made, Loans/securities and Guarantee given, falling under the provisions of Section 186 of the Companies Act, 2013, are given under Note No(s). 5a, 5b, 9a, 9e, and 32b of the notes to standalone financial statements.

14. RISK MANAGEMENT FRAMEWORK

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

In line with the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has set up a Risk Management Committee to monitor the risks and their mitigating actions. The details of Risk Management Committee are provided in the Corporate Governance Report.

15. CORPORATE SOCIAL RESPONSIBILITY

As per the provisions of Section 135 of the Companies Act, 2013, the Company has constituted Corporate Social Responsibility ("CSR") Committee, but, the Company was not required to spend any amount towards CSR activities during the financial year 2022-23 as the average net profits of three immediately preceding financial years was negative.

As on March 31, 2023, the CSR Committee comprise of the following members, namely:

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

16. DISCLOSURE ON ESTABLISHMENT OF VIGIL MECHANISM

Section 177(9) of the Companies Act, 2013 and Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, inter alia, provides for the mandatory requirement for all listed companies to establish a mechanism called, ‘Whistle Blower Policy for directors and employees to report to the management, instances of unethical behavior, actual or suspected, fraud or violation of the Companys, code of conduct.

In compliance of the above requirements, the Company has established Vigil (Whistle Blower) Mechanism and formulated a Policy which aims to provide a channel to the Directors and employees to report genuine concerns about unethical behavior, actual or suspected fraud or violation of the Codes of Conduct or policy. The Vigil (Whistle Blower) Mechanism aims to ensure that the Company is committed to adhere to the highest standards of ethical, moral and legal conduct of business operations and in order to maintain these standards, the Company encourages its employees who have genuine concerns about suspected misconduct to come forward and express these concerns without fear of punishment or unfair treatment.

Further, the Company hereby affirms that no Director/ Employee has been denied access to the Chairman of the Audit Committee and that no complaints were received during the year.

The Policy is hosted on the Companys website under the web link https://www.optiemus.com/policies/ Vigil_Mechanism_Whistle_Blower_Policy.pdf.

17. DIRECTORS & KEY MANAGERIAL PERSONNEL a. Induction, re-appointment and Resignation

During the year, the following changes took place in the composition of Directors and Key Managerial Personnel:

• Mrs. Renu Gupta, Non-Executive Director, has resigned from the post of Directorship of the Company with effect from the closure of business hours of August 29, 2022 due to her preoccupation and commitments. The Board of Directors places on record their appreciation towards Mrs. Renu Guptas contributions in the Company during her tenure.

• Mr. Ashok Gupta was re-appointed as a Whole-time Director, designated as Executive Chairman of the Company, for a period of further 3 (Three) years with effect from April 01, 2023 to March 31, 2026 by the shareholders of the Company in the 29^th Annual General Meeting held on September 29, 2022.

• In accordance with Section 152(6) of the Companies Act, 2013, the period of office of atleast two-third of total Directors of the Company shall be liable to retire by rotation, out of which atleast one-third Directors shall retire at every Annual General Meeting. Hence, this year, Mr. Ashok Gupta (DIN: 00277434) retires from the Board by rotation and being eligible, offers himself for re-appointment. The Board recommends his re-appointment.

The details of Directors being recommended for appointment/re-appointment as required under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standard-2 are contained in the Notice of ensuing Annual General Meeting of the Company. Appropriate resolution seeking shareholders approval for the re-appointment of Director is included in the Notice of Annual General Meeting.

None of the Whole-Time Key Managerial Personnel (KMP) of the Company is holding office in any other Company as a Key Managerial Personnel.

Further, none of the Directors / KMP of the Company is disqualified under any of the provisions of the Companies Act, 2013 and relevant Regulations of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. b. Declaration by Independent Directors

The Company has received declarations from all the Independent Directors confirming and certifying that they continue to meet the criteria of independence as provided in Section 149 of the Companies Act, 2013 and Regulation 16 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. In the opinion of the Board, all the Independent Directors fulfill the conditions for appointment/ re-appointment as an Independent Director on the Board. Further, in the opinion of the Board, all the Independent Directors also possess the attributes of integrity, expertise and experience as required to be disclosed under Rule 8(5) (iii) (a) of the Companies (Accounts) Rules, 2014 and all the Independent Directors are registered in the databank of Indian Institute of Corporate Affairs. c. Inter-se relationship of Directors

Mr. Neetesh Gupta, Non-Executive Director and Mr. Ashok Gupta, Executive Chairman are inter-related, wherein Mr. Neetesh Gupta is son of Mr. Ashok Gupta. No relationship exists between other Directors/ KMP. d. Selection and Appointment of Directors

The charter of Nomination and Remuneration Committee of the Board empowers it to review the structure, size, composition, and diversity of the Board, evaluation of existing skills, defining gaps and making necessary recommendations to the Board.

e. Board Evaluation

The Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") requires the Annual Report to disclose the manner in which formal annual evaluation of the Board, its Committee and individual Directors is done and evaluation criteria thereof. Performance evaluation criteria for Board, Committees of the Board and Directors are placed on the Companys website under the web link https://www.optiemus.com/ policies/Nomination_And_Remuneration_Policy.pdf as a part of Companys Nomination & Remuneration Policy.

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

• Based on the criteria, a structured questionnaire was prepared after taking into consideration inter-alia the inputs received from the Directors (except for the Director being evaluated) for the year under review. The structured questionnaire covered various aspects of the Boards functioning such as strategic alignment and direction, engagement alignment, composition and structure, dynamics and culture, ethical leadership and corporate citizenship, support to the Board, Committees evaluation and self-evaluation etc.

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

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

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

• The performance evaluation of Individual Directors including Chairman of the Board was done in accordance with the provisions of the Companies Act, 2013 and Listing Regulations and also based on the structured questionnaire mentioned above. f. Familiarization Programme for Independent Directors

SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 and the applicable provisions of Companies Act, 2013 requires conduction of familiarization programme of the Independent Directors. On these lines, Board has always endeavored to keep Independent Directors updated about the latest happenings in the Company, Industry and legal framework, for which Periodic familiarization programme are conducted for the directors about nature of industry, business model, roles, rights, responsibilities of Independent Directors, update on amendments in SEBI (Listing Obligations and Disclosure Requirements) Regulations, SEBI (Prohibition of Insider Trading) Regulations and Guidelines issued by SEBI regarding Board evaluation and its applicability to the Company etc.

18. PARTICULARS OF EMPLOYEES AND OTHER DISCLOSURES

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given in Annexure -3 forming part of this Annual Report.

19. IMPLEMENTATION OF CORPORATE ACTION

During the year under review, the Company has complied with the specified time limit for implementation of Corporate Action.

20. AUDITORS a) Statutory Auditors

At the 29^th Annual General Meeting held on 29^th September, 2022, the shareholders approved the re-appointment of M/s Mukesh Raj & Co., Chartered Accountants, (Firm Registration No. 016693N), as Statutory Auditors of the Company for a second term of 5 (Five) consecutive years until the conclusion of 34^th Annual General Meeting to be held in the year 2027.

The Company has received a certificate of eligibility from M/s Mukesh Raj & Co, in accordance with the provisions of the Companies Act, 2013 and rules made thereunder and a confirmation that they continue to hold valid peer review certificate as required under Listing Regulations. Further, the Auditors Report for the financial year 2022-23 does not contain any qualification, reservation or adverse remark or disclaimer. The observations of Statutory Auditors in its reports on standalone and consolidated financials are self-explanatory and therefore, do not call for any further comments. The Auditors Report is enclosed with the financial statements in this Annual Report. The Auditors didnt report any fraud during the year. b) Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, M/s S.K. Batra & Associates, Company Secretaries, was re-appointed by the Board to undertake the Secretarial Audit of the Company for the financial year 2022-23. Secretarial Audit Report for the financial year 2022-23 as given by M/s S.K. Batra & Associates in the prescribed form MR-3 is annexed to this Report as Annexure-4.

Annual Secretarial Compliance Report

A Secretarial Compliance Report for the financial year ended March 31, 2023 on compliance of all applicable SEBI Regulations and circulars/ guidelines issued thereunder, was obtained from M/s S.K. Batra & Associates, Secretarial Auditors and submitted to both the Stock Exchanges i.e. NSE and BSE. c) Cost Auditor

Maintenance of cost records and audit thereof as specified by the Central Government under Section 148 of the Companies Act, 2013 is not applicable on the Company. Hence, the appointment of Cost Auditor is also not applicable on the Company.

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

The Company has in place an Policy on Prevention of Sexual Harassment at Workplace in line with the requirements, inter-alia, of "The Sexual Harassment of Women at Workplace (Prevention, Prohibition Redressal) Act, 2013". An Internal Complaint Committee has been set up to consider and redress all the complaints received regarding sexual harassment. All employees (permanent, contractual, temporary and trainees) are covered under this policy.

The following is a summary of sexual harassment complaints received and disposed-off during the Financial Year 2022-23:

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

22. PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN

EXCHANGE EARNINGS AND OUTGO

Conservation of Energy

Considering the nature of business of the Company, energy does not form a significant portion of the cost for the Company yet wherever possible and feasible, continuous efforts are being put for conservation of energy and minimize power cost. However, Capital expenditure on energy conservation equipment is not required, keeping in view the normal energy consumption in the business activity of the Company. Various steps are being taken for conservation of energy and using alternate sources of energy, to name a few:

• Advocating switching off lights and ACs when not required, turning off PCs when not in use, setting higher temperatures on air conditioners etc. to reduce consumption.

• Installed various energy saving electrical devices for saving energy.

• Puts control on usage of other electrical equipments.

Technology absorption

Taking into consideration the nature of Business of Company, no technology is being used. Foreign Exchange Earnings and Outgo The Company has continued to maintain focus on and avail of export opportunities based on economic considerations.

Foreign Exchange Earnings & Outgo details are as follows:

Foreign Exchange details	As on 31st March, 2023
	(INR in Lacs)
Foreign Exchange Earnings(A)	233.79
(Including deemed exports & sales through export houses)
Foreign Exchange Outgo (B)	1,177.57
Net Foreign Exchange Earnings (A-B)	(943.78)

23. RELATED PARTY TRANSACTIONS

All related party transactions are placed before the Audit Committee and the Board for its approval, as per applicable provisions of law. Prior omnibus approval of the Audit Committee is obtained as per SEBI Listing Regulations for the transactions which are foreseen and are repetitive in nature. During the Financial Year, the Company has not entered into any materially significant related party contracts/ arrangements or transactions with the Companys promoters, Directors, Key Managerial personnel or their relatives, which could have had a potential conflict with the interests of the Company. All the contracts/arrangements or transactions entered into by the Company with Related party(ies) are in conformity with the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and in the ordinary course of business and are on arms length basis. In view of this, disclosure in Form AOC-2 is not applicable.

Further, suitable disclosures as required under IND AS have been made in Note 25 of the Notes to the financial statements.

The policy on Related Party Transactions as approved by the Board is hosted on the Companys website under the web link https://www.optiemus.com/policies/Policy_on%20Materiality_of_Related_Party_Transactions_and _Dealing_with_Related_Party_Transaction.pdf.

24. SIGNIFICANT AND MATERIAL ORDERS

During the year, there was no significant and material order passed by the Regulators or Courts or Tribunals impacting the going concern status and Companys operations in future.

25. SHARE CAPITAL

There was no increase / decrease in the Authorised Share Capital of the Company during the financial year.

During the Financial Year 2022-23, the Company has made an allotment of 43,000 equity shares pursuant to exercise of stock options by eligible employees under "Optiemus Employee Stock Option Scheme-2016" pursuant to SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021. Accordingly, the paid-up share capital of the Company increased from Rs. 85,81,41,910 to Rs. 85,85,71,910.

Further, there was no public issue, rights issue, bonus issue, sweat issue, preferential issue or redemption of shares, buy-back of shares made during the year. Also, the Company has not issued shares with differential voting rights.

26. EMPLOYEE STOCK OPTION SCHEME

The Shareholders of the Company at their Extra Ordinary General Meeting held on December 30, 2016 approved Optiemus Employee Stock Option Scheme - 2016 ("Scheme") for the permanent employees of the Company and its subsidiary Company(ies) (present or future) in accordance with the applicable laws. As per the Scheme, the Nomination and Remuneration Committee ("Committee"), at its meeting held on July 26, 2021 granted 5,00,000 Employee Stock Options ("Options") to the eligible employees of the Company and its subsidiary(ies), details of which are given in Annexure-5 of the Report.

Further, details of options granted and exercised are also included in the notes to accounts forming part of financial statements.

On July 06, 2022, the Nomination and Remuneration Committee has passed the resolution to align the Scheme in accordance with SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021.

Thereafter, on September 29, 2022, the shareholders passed special resolution for: a) approval for amendment in Optiemus Employee Stock Option Scheme – 2016 for inclusion of grant of stock options to the employees of Group Company including Associate Company, in India or outside India, of the Company; and b) approval for increase in exercise period under Optiemus Employee Stock Option Scheme –2016 i.e. from 30 days to 60 days from the date of respective vesting for all the future grants of options to be made, under the Scheme.

Further, the Board of Directors affirm that the scheme(s) has been implemented in accordance with Securities and Exchange Board of India and in accordance with the resolution of the Company passed in the General Meetings and a certificate to this effect, obtained from M/s S.K. Batra & Associates, Secretarial Auditors of the Company, will be placed before the shareholders at the ensuing Annual General Meeting.

27. CREDIT RATING

ICRA Limited has assigned the long-term credit rating of [ICRA] BBB (Minus) and a short-term credit rating of [ICRA] A3 for the credit facilities availed by the Company. The Outlook on the long-term Rating is Stable.

28. ADEQUACY OF INTERNAL FINANCIAL CONTROLS

In the opinion of the Board, the Company has in place an adequate system of internal control commensurate with its size and nature of business. This system provides a reasonable assurance in respect of providing financial and operational information, complying with applicable statutes, safeguarding of assets of the Company and ensuring compliance with corporate policies. The Board has re-appointed M/s Rohit Kishan Garg & Co., Chartered Accountants (Firm Registration No. 0016480C) as an Internal Auditors of the Company for the financial year 2022-23 and their audit reports are submitted to the Audit Committee of Board which reviews and approves performance of internal audit function and ensures the necessary checks and balances that may need to be built into the control system. The Board, in consultation with the Internal Auditors monitors and controls the major financial risk exposures.

29. CORPORATE GOVERNANCE

The Company strives to ensure that best corporate governance practices are identified, adopted and consistently followed. It is ensured that the practices being followed by the Company are in alignment with its philosophy towards Corporate Governance. The Company believes that good corporate governance is the basis for sustainable growth of the business and effective management of relationship among constituents of the system and always works towards strengthening this relationship through corporate fairness, transparency and accountability. The Company give prime importance to reliable financial information, integrity transparency, fairness, empowerment and compliance with law in letter and spirit.

M/s S.K. Batra & Associates, Practicing Company Secretaries have certified that the Company has complied with the mandatory requirements of corporate governance as stipulated in the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The said certificate is annexed to this report as Annexure-6.

Further, pursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate section titled ‘Corporate Governance has been included in this Annual Report.

30. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year ended March 31, 2023, as stipulated under Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is presented in a separate section and forms part of this Annual Report.

31. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

Business Responsibility and Sustainability Report for the year ended March 31, 2023, as stipulated under Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is presented in a separate section and forms part of this Annual Report.

32. THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE

INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONG WITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR

During the year, there was no application made or any proceeding pending in the name of the Company under the Insolvency and Bankruptcy Code, 2016 (31 of 2016).

33. THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME

OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF

During the year, there was no instance of one time settlement with any Bank or Financial Institution. However, the Company has repaid all its secured debts and became a debt-free Company on standalone basis.

34. IN CASE THE SECURITIES ARE SUSPENDED FROM TRADING, THE DIRECTORS REPORT

SHALL EXPLAIN THERE AS ON THEREOF

Not Applicable

35. COMPLIANCE WITH SECRETARIAL STANDARDS

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

36. ACKNOWLEDGEMENT

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

The Board of Directors acknowledge the hard work, dedication, commitment and co-operation of the employees of the Company. The enthusiasm and unstinting efforts of the employees have enabled the Company to continue being a leading player in the Telecom Industry.

	On behalf of the Board of Directors
	For Optiemus Infracom Limited
	Ashok Gupta
Date: August 12, 2023	Executive Chairman
Place: Noida (U.P.)	DIN: 00277434