Omega Interactiv Director Discussions


THE MEMBERS OF THE COMPANY

Your Directors feel great pleasure in presenting the 29th Annual Report on the business and operations of the Company together with the Audited Financial Statements for the year ended 31st March, 2023.

1. FINANCIAL HIGHLIGHTS

(Amount in INR000)

S. NO. PARTICULARS

CURRENTYEAR ENDED 31ST MARCH, 2023

PREVIOUS YEAR ENDED 31ST MARCH, 2022

1. Total Revenue

1,908.03

1,656.33

2. Other Income

526.45

560.00

3. Total Income

2,434.48

2,216.33

Less: Total Expenses 4.

1,672.98

2,090.57

5 Profit before exceptional ‘ items and tax

761.50

125.76

6. Exceptional Items

-

-

7. Profit before Tax

761.50

125.76

8. Less: Tax Expenses

9. Current Tax

192.00

31.70

10. Less: Excess provision for Tax of earlier periods written back

(0.05)

-

11. Profit after Tax

569.55

94.06

12. Earnings per share (EPS)

13. Basic

1.14

0.19

14. Diluted

1.14

0.19

2. REVIEW OF OPERATIONS

During the year under review, the Companys Revenue from Operations stood at Rs. 19,08,030/-compared to Rs. 16,56,330/- in the previous year. The Net Profit for the year stood at Rs. 5,69,550/- as against Rs. 94,060/- 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 NAME OF THE NO. DIRECTORS

DESIGNATION

DIN/PAN

STATUS

1. PANKAJ BAID

Additional Director

07462097

Additional Non- Executive Independent Director

2. DIVYA SAVJIBHAI THAKOR

Additional Director

08845886

Additional Non- Executive Director

3. ARUN KUMAR

Additional Director

09055964

Additional Director

4. ANUJ SURANA

Additional Director

10092412

Additional Non - Executive Independent Director

4. DIVIDEND

Your Directors have not recommended any dividend for the year ended 31st March, 2023, 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 2022-2023.

7. SHARE CAPITAL OF THE COMPANY

The paid up equity share capital as at 31st March, 2023 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 neither granted any stock options nor any sweat equity.

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, 2023 can be accessed on the Companys 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, 2023, 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:

A. 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.

B. 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

C. The Particulars of Foreign Exchange and Outgo for the year under review are: (Rs. in Lakhs)

PARTICULARS

YEAR ENDED 31ST MARCH, 2023

YEAR ENDED 31ST MARCH, 2022

FOREIGN EARNING EXCHANGE

NIL

NIL

FOREIGN OUTGO 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 (1)(b) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

18. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. BOARD OF DIRECTORS:

During the financial year 2022-23, there were changes in the composition of board of directors of the company:

SR. DESIGNATION NO.

APPOINTMENT OF DIRECTORS

1. Additional Non Executive Independent Director

Mr. Pankaj Baid (w.e.f 24/03/2023)

2. Additional Non-Executive Director

Ms. Divya Savjibhai Thakor (w.e.f. 24/03/2023)

3. Additional Executive Director

Mr. Arun Kumar (w.e.f 24/03/2023)

4. Additional Non Executive Independent Director

Mr. Anuj Surana (w.e.fd. 31/03/2023)

B. KEY MANAGERIAL PERSONNEL:

SR. NO. DESIGNATION

CHANGE IN KMP

Event

1 Company Secretary

Ms. Shonette Gilroy Misquitta having Membership No. 57825

Resigned on 07/07/2022

2 Company Secretary

Ms. Neha Gupta, having Membership No. 37355

Appointed on 08/07/2022

3 Chief Financial Officer

Ms. Poonam Relekar

Resigned on 06/03/2023

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.

C. RESIGNATION OF DIRECTORS

The following directors have resigned from the company during the year:

SR. DESIGNATION NO.

NAME OF DIRECTORS

Date of Cessation

1. Chairman & Managing Director

Mr. Krishan Kumar Rathi

31.03.2023

2. Independent Director(Non- Executive)

Mr. Rajesh Nawathe

24.03.2023

3. Independent

Director (No Executive)

Ms. Subrata Paul

24.03.2023

4. Independent

Director (No Executive)

Mr. Ravi Kumar Seth

24.03.2023

(I) 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, all directors present in the company as on 31.3.2023 are designated Additional Director of the Company.

Therefore, the provision of retire by rotation is not applicable to the company in this AGM..

(II) KEY MANAGERIAL PERSONNEL

During the year under review, there was change in Key Managerial Personnel of the company as mentioned in above clause 18 C and accordingly, at present, the following are the Key Managerial Personnel of the company:

SR. NO. DESIGNATION

NAME OF DIRECTORS

1. Company Secretary & Compliance Officer

Ms. Neha Gupta (w.e.f 08/07/2022)

19. STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS

Your Company has 2 (Two) 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, 08 (Eight) Board Meetings were convened and the intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

NAME OF DIRECTOR

CATEGORY

NUMBER OF MEETINGS WHICH DIRECTOR WAS ENTITLED TO ATTEND

MEETINGS ATTENDED

Mr. Krishan Kumar Rathi

Managing Director

8

8

Mr. Rajesh Nawathe

Independent Director

7

7

:Ms. Subrata Paul

Independent Director

7

7

Mr. Ravi Kumar Seth

Independent Director

7

7

Mr. Pankaj Baid

Additional Independent Director

1

1

Ms. Divya Savjibhai Thakor

Additional NonExecutive Director

1

1

Mr. Arun Kumar

Additional Executive Director

1

1

Mr. Anuj Surana

Additional Independent Director

0

0

As the requirement of Regulation 1 (c) of SEBI (LODR) Regulation, 2015, The listed entity shall ensure that approval of shareholders for appointment or re-appointment of a person on the Board of Directors or as a

manager is taken at the next general meeting or within a time period of three months from the date of appointment, whichever is earlier, Mr. Pankaj Baid, Ms. Divya Savjibhai Thakor, Mr. Arun Kumar and Mr. Anuj Surana who has been appointed as an Additional Director and 3 months has been left as on date of director report However, approval of shareholders has not been taken within the due timelines.

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 09th December, 2022 and 10th February, 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 Companys Board has the following Committees:

> Audit Committee

> Nomination and Remuneration Committee

> Stakeholders Relationship Committee

i) AUDIT COMMITTEE:

During the financial year 2022 -2023, (4) meetings of Audit Committee were held on 30th May, 2022; 09th August, 2022; 14th November, 2022; and 30th January, 2023.

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. Ravi Kumar Seth

CHAIRMAN

4

Mrs. Subrata Paul

MEMBER

4

Mr. Rajesh Nawathe

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 Auditors 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 Companys 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 other function, as may be assigned to Audit Committee pursuant to any amendments to the Listing Regulations and the applicable provisions of the Act.

n) To oversee the Companys 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:

^ Management Discussion and Analysis of financial condition and results of operation;

^ Statement of significant related party transactions (as defined by the Audit Committee), submitted by

management;

^ Management letter/letters of internal control weakness issued by the Statutory Auditors;

^ Internal audit reports relating to internal control weakness;

^ 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.

ii) NOMINATION AND REMUNERATION COMMITTEE

During the financial year 2022-23, 4(Four) meetings of NRC were held on 30th May, 2022, 07th July, 2022, and 24th March, 2023, 31st March, 2023

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. Ravi Kumar Seth

CHAIRPERSON

3

Mrs. Subrata Pau

MEMBER

3

Mr. Rajesh Nawathe

MEMBER

3

Mr. Pankaj Baid

CHAIRPERSON

1

Ms. Divya Thakor

MEMBER

1

Mr. Arun Kumar

MEMBER

1

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.

c) 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.

d) 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.

e) 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.

f) To recommend to the Board the appointment and removal of the Directors, including Independent Directors.

g) 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 30th May, 2022, 09th August, 2022, 14th November, 2022, 30th January, 2023.

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. Ravi Kumar Seth

CHAIRPERSON

4

Mrs. Subrata Paul

MEMBER

4

Mr. Rajesh Nawathe

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 2022-23 are as under:

NATURE OF COMPLAINTS

OPENING AT THE BEGINNING OF YEAR RECEIVED DURING THE YEAR REDRESSED PENDING AT THE END OF YEAR

Non-receipt of Share Certificate

Nil Nil -- Nil

Non-receipt of Dividend/ Interest/ Redemption Warrant

Nil Nil -- Nil

Non-receipt of Annual

Nil Nil -- Nil

:Report

Others

Nil Nil -- Nil

flotal

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 Boards 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 held on 10th February, 2023

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. DIRECTORS TRAINING 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 Companys 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

(I) STATUTORY AUDITORS AND THEIR REPORT:

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

Notes on financial statement referred to in the Auditors Report are self-explanatory and do not call for any further comments. The Auditors Report does not contain any qualification, reservation or adverse remark.

(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 Gohil Tejas & Co, Chartered Accountants, Mumbai as Internal Auditor for the financial year 2022-2023 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 to conduct Secretarial Audit for the year ended on 31st March, 2023.

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:

i. The Company has approved the appointment of Ms. Neha Gupta as the Company Secretary and Compliance Officer of the Company in its Board Meeting held on 8th July, 2022. However the details required under Regulation 30 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 in terms of SEBI Circular No. CIR/CFD/CMD/04/2015 dated September 09, 2015 had not disclosed to the stock exchange.- The management of the company will duly take care of such instances in the future appointments and resignations of Key Managerial Personnel (KMP) and Directors.

ii. The Company had not maintained the SDD Software during the year: The Company is in process to implement the SDD Software and company has maintained the UPSI Records in Excel.

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 arms 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, 2023.

35. DEPOSITORY SERVICES

The companys 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 the Original Promoters of the Company has entered into the Share Purchase Agreement with Mr. Jayesh Amratlal Shah dated on 03.10.2022.

In Pursuance of the Share Purchase Agreement, Mr. Jayesh Amratlal Shah acquires the complete control over the Company.

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, 2023. We affirm that during the financial year 2022-23, 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 2022-23.

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 Companys Equity Shares are listed on BSE Limited. The company has paid listing fees to BSE Limited up to 31st March, 2023 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 Companys 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 Companys 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 Registered Office: For Omega Interactive Technologies Limited

E-308, Crystal Plaza, New Link Road,

Opp. Infinity Mall, Andheri (West)

Mumbai Maharashtra 400053 India

Place: Mumbai Date: 05/09/2023

SD/-

SD/-

ARUN KUMAR

DIVYA SAVJIBHAI THAKOR

ADDITIONAL DIRECTOR

ADDITIONAL DIRECTOR

DIN :09055964

DIN:08845886