omkar overseas share price Directors report

The Company was engaged in the business of dealing in textile items in India. However, During the year, the company has added 2 new objects in the Memorandum of Association of the company for entering into the segment of the commodities and engaging in the business of consultancy.

The highlights of the Companys performance are as under: i. Revenue from operations for the year ended on 31^st March, 2023 is Rs. 3442.18/- thousand. ii. Other incomes for the year ended on 31^st March, 2023 amounts to Rs. 66.36/- thousand. iii. Net loss for the year ended 31^st March, 2023 amounts to Rs. 1014.82 /- thousand. iii. Earnings per share for the year ended 31^st March, 2023 amounts to (0.21).

During the year under review, there was no change made in the share capital of the Company. As on 31.03.2023 the paid-up Equity Share capital of the Company is Rs. 4,92,35,750/-.

In absence of adequate profits, Dividend is not recommended for the financial year ended on 2022-2023.

The Company transfers the entire losses of Rs.1014.82/- thousand to the Reserves of the Company.

The Company does not have any Holding, Subsidiary, Joint Venture or Associate Company as on 31^st March 2023.

No material changes and commitments affecting the financial position of the Company occurred between the ends of the financial year to which these financial statements relate on the date of this report except the following changes:

a) Appointment of Mr. Malay Truptesh Desai as Additional Independent Director of the Company:

Mr. Malay Truptesh Desai was appointed as Additional Independent Director of the Company with effect from 1^st April, 2023.

b) Appointment of Mr. Dhairyakumar Mohanbhai Thakkar as Additional Independent Director of the Company:

Mr. Dhairyakumar Mohanbhai Thakkar was appointed as Additional Independent Director of the Company with effect from 1^st April, 2023.

c) Appointment of Mr. Bhavinkumar Arvindkumar Patel as the Company Secretary and Compliance Officer of the company

Mr. Bhavinkumar Arvindkumar Patel was appointed as Company Secretary and Compliance Officer of the company with effect from 1^st April, 2023.

d) Resignation of Mr. Bhanwarlal Sharma (DIN: 08552449) from the post of Independent Director of the Company:

Mr. Bhanwarlal Sharma has resigned from the post of Independent Director of the company with effect from the closing hours of 30^th May, 2023.

e) Resignation of Mr. Ramesh Ghanshyamdas Deora (DIN: 01135440) from the post of Director and CEO of the Company:

Mr. Ramesh Ghanshyamdas Deora has resigned from the post of Director and CEO of the company with effect from the closing hours of 31^st May, 2023. f) Resignation of Mr. Shivbhagwan Radhakishan Bohra (DIN: 00419134) from the post of Independent Director of the Company:

Mr. Shivbhagwan Radhakishan Bohra has resigned from the post of Independent Director of the company with effect from the closing hours of 31^st May, 2023.

g) Resignation of Ms. Chinar Rajkumar Jethwani (DIN: 07141393) from the post of Independent Director of the Company:

Ms. Chinar Rajkumar Jethwani has resigned has resigned from the post of Independent Director of the company with effect from the closing hours of 31st May, 2023.

h) Resignation of Mr. Manish Girishchandra Shah from the post of Chief Financial Officer of the Company:

Mr. Manish Girishchandra Shah has resigned from the post of Chief Financial Officer of the company with effect from the closing hours of 31st May, 2023.

i) Appointment of Mr. Viral Deepakbhai Ranpura (DIN: 07177208) as Additional Non-Executive Director of the Company:

Mr. Viral Deepakbhai Ranpura has been appointed as Additional Non-Executive Director of the Company with effect from 31^st May 2023.

j) Appointment of Mrs. Parul Kamleshbhai Joshi (DIN: 06370561) as Whole-Time Director of the Company:

Mr. Parul Kamleshbhai Joshi has been appointed as Whole-Time Director of the company for a period of 5 years with effect from 31^st May 2023 subject to approval of terms of the appointment by the members of the company in the ensuing Annual General Meeting.

k) Appointment of Mr. Bhavinkumar Arvindkumar Patel as the Chief Financial Officer of the company

Mr. Bhavinkumar Arvindkumar Patel was appointed as Chief Financial Officer of the company with effect from 01^st June, 2023

l) Resignation of Mr. Vanrajsinh Bhupendrasinh Chavda (DIN: 09607549) from the post of Independent Director of the Company:

Mr. Vanrajsinh Bhupendrasinh Chavda has resigned from the Independent Director of the company with effect from the closing hours of 24^th June, 2023.

m) Resignation of Ms. Sapna Jain (DIN: 09298942) from the post of Independent Director of the Company:

Ms. Sapna Jain (DIN: 09298942) has resigned from the Independent Director of the company with effect from the closing hours of 03^th July, 2023

10. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK

MANAGEMENT POLICY OF THE COMPANY:

The Company has developed and implemented a risk management policy which identifies major risks which may threaten the existence of the Company. The same has also been adopted by your Board and is also subject to its review from time to time. Risk mitigation process and measures have been also formulated and clearly spelled out in the said policy. The Risk Management Policy has been uploaded on the website of the Company at omkaroverseasltd.com

11. CORPORATE SOCIAL RESPONSIBILITY (CSR):

The provisions of section 135 of the companies act, 2013 are not applicable to the company considering the net worth, turnover and net profit of the company.

12. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF

THE COMPANIES ACT, 2013:

There were certain loans provided by the company to few persons during the year under review, however there were no guarantees or investments made by the Company under Section 186 of the Companies Act, 2013 during the year under review. The details of the same are disclosed in the financial statements attached.

13. RECLASSIFICATION OF PROMOTERS OF THE COMPANY:

The following persons who were named as promoters of the company has been reclassified from the promoter category of shareholders to the public category of shareholders in accordance with the Regulation 31A of The SEBI (LODR) Regulations, 2015 vide BSE approval letter dated February 27^th, 2023:

Sr. No. Name of the person

1 Pooja Sumit Agarwal

2 Champalal Gopiram Agarwal

14. CHANGE IN REGISTERED OFFICE OF THE COMPANY:

The Board of Directors of the company vide their resolution dated 14^th November, 2022 has changed the registered office of the company from 212, New Cloth Market, O/S. Raipur Gate, Raipur, Ahmedabad - 380002 to 304, Shoppers Plaza-V, Govt Servant Co-Op Hsg Soc -Opp. Municipal Market, C.G. Road, Navrangpura, Ahmedabad -380009

15. INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY:

The Company has adequate system of internal control to safeguard and protect from loss, unauthorized use or disposition of its assets. All the transactions are properly authorized, recorded and reported to the Management. The Company is following all the applicable Accounting Standards for properly maintaining the books of accounts and reporting financial statements.

The internal auditor of the company M/s Vandan S Shah & Associates, Chartered Accountants, Ahmedabad checks and verifies the internal control and monitors them in accordance with policy adopted by the company. The Company continues to ensure proper and adequate systems and procedures commensurate with its size and nature of its business.

16. STATUTORY AUDITORS:

M/s. Sunil Poddar & Company, who was appointed as Statutory Auditors of the company in the 26th Annual General Meeting of the Company for the period of 5 years has expressed their unwillingness to continue their tenure and resigned from the office of the Statutory Audit of the company. The Board of Directors has proposed to appoint M/s N.S. Nanavati & Co., Chartered Accountants, (Firm Registration No. 134235W) as the Statutory Auditors in this Annual general meeting. Now in this ensuing 27^th AGM of the company, M/s N.S. Nanavati & Co., Chartered Accountants, (Firm Registration No. 134235W) will be appointed for the period of 5 years which shall commence from the financial year 2023-2024 and to hold the office of the Statutory Auditor till the conclusion of 32^nd AGM of the Company.

Further the observations of the Statutory Auditors, when read together with the relevant notes to the accounts and accounting policies are self-explanatory and do not call for any further comment.

17. STATUTORY AUDITORs REPORT & OBSERVATIONS:

The report of the Statutory Auditors of the Company is annexed herewith.

The auditors have not reported any frauds under sub section 12 of section 143 other than those which are reportable to the Central Government. There are no qualifications, reservations or adverse remarks made by the Statutory Auditor.

18. AUDIT COMMITTEE AND VIGIL MECHANISM:

The Audit Committee as on 31.03.2023 comprises of:

Mr. Shivbhagwan Bohra : Chairperson

Ms. Chinar Jethwani : Member

Mr. Bhanwarlal Sharma : Member

During the year (5) Five Audit Committee Meetings were held. In pursuance of the provisions of section 177(9) & (10) of the Companies Act, 2013 and Regulation 18 of SEBI(LODR) Regulations, 2015, a Vigil Mechanism for directors and employees to report genuine concerns has been established. The Vigil Mechanism Policy has been uploaded on the website of the Company at www.omkaroverseasltd.com

The functioning of the Whistle Blower mechanism is reviewed by the Audit Committee on regular basis.

19. ANNUAL RETURN:

The Annual Return pursuant to the provisions of Section 92 has been placed at website of the Company at www.omkaroverseasltd.com

20. SECRETARIAL AUDITOR:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s Umesh Ved & Associates Practicing Company Secretaries, Ahmedabad to undertake the Secretarial Audit of the Company.

21. SECRETARIAL AUDIT REPORT & OBSERVATIONS:

The Secretarial Audit Report of Secretarial Auditor is annexed herewith as Annexure “B”. There are no qualifications, reservations or adverse remarks made by the Statutory Auditor

23. DIRECTOR RESPOSNSIBILITY STATEMENT:

Your director wishes to inform that the Audited Accounts containing financial statements for the financial year 2022-23 are in full conformity with the requirements of the Companies Act, 2013. They believe that the financial statement reflects fairly, the form and substance of transactions carried out during the year and reasonably present the Companys financial condition and results of operations.

In accordance with the provisions of Section 134(5) of the Companies Act, 2013 the Board hereby submits its responsibility statement:

a. in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

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 and loss 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; and

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.

24. DEPOSITS:

The company has not invited, accepted or renewed any deposit within the meaning of Chapter V other than exempted deposit as prescribed under the provisions of the Company Act, 2013 and the rules framed thereunder, as amended from time to time. Hence there are no particulars to report about the deposit falling under Rule 8(5)(v) and (vi) of the Companies (Accounts) Rules, 2014.

25. DIRECTORS / KEY MANAGERIAL PERSONNEL:

a. CHANGES IN BOARD OF DIRECTORS & KEY MANAGERIAL PERSONNEL:

b. BOARD EVALUATION:

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, had adopted a formal mechanism for evaluating its own performance and as well as that of its committee and individual Directors, including the chairperson of the Board. The Exercise was carried out through a structured evaluation process covering the various aspects of the Boards functioning such as composition of board & committees, experience & competencies, performance of specific duties & obligations, governance issues etc.

The evaluation of the independent Directors was carried out by Board, except the independent Director being evaluated and the chairperson and the non-independent Directors were carried out by the independent Directors.

The Board is of the opinion that the Independent Non-Executive Directors of the Company including those appointed during the year possess requisite qualifications, expertise and experience and they hold highest standards of integrity.

c. REMUNERATION POLICY:

The Board has on the recommendation of the Nomination & Remuneration Committee, formulated criteria for determining, qualifications, positive attributes and independence of a director and also a policy for remuneration of directors, key managerial personnel and senior management. The policy is available at the website of company at omkaroverseasltd.com

d. DECLARATION BY INDEPENDENT DIRECTORS:

The Independent Directors have submitted their disclosures to the Board that they fulfill all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the relevant rules.

26. PARTICULARS OF CONTRACTS WITH RELATED PARTIES:

There was no related party transaction undertaken by the company during the financial year 2022-2023 as per The Companies Act, 2013 and the applicable Accounting Standards.

27. CORPORATE GOVERNANCE:

Provisions relating to Corporate Governance Report under Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are not applicable to our company since the company is falling under the exemptions provided in Regulation 15 under Chapter IV of SEBI (LODR) Regulations, 2015.

28. MANAGEMENT DISCUSSION AND ANALYSIS:

The Management Discussion and Analysis Report is appended as Annexure “C” to this Report.

29. PARTICULARS OF EMPLOYEES:

Disclosure under the provisions of Section 197 of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

a) The ratio of the remuneration of each director to the median remuneration of the employees of the Company for the financial year. Nil, as no remuneration has been paid to the directors of the company

b) The percentage increase in the remuneration of each director, Chief Executive Officer, Chief Financial Officer and Company Secretary, if any in the financial year. - During the FY 2022-23 there was nil (0%) increase in the remuneration WTD of CFO, CS, CEO and other Non-Executive Directors. c) The percentage increase in the median remuneration of employees in the financial year. - nil.

d) The number of permanent employees on the rolls of the Company as on 31.03.2023. - 03 (Three).

e) Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration. - Nil

f) Affirmation that the remuneration is as per the remuneration policy of the company. - The Companys remuneration policy is driven by the success of the Company during the year under review. The Company affirms that the remuneration is as per remuneration policy of the Company.

g) The names of the top ten employees in terms of remuneration drawn:

- Jinal Shah - Manish Shah - Prity Bokariya

h) The name of every employee, who

1.) Employed throughout the financial year, was in receipt of remuneration for that year which, in the aggregate, was not less than One Crore and Two Lakh Rupees: 0

2.) Employed for a part of the financial year, was in receipt of remuneration for any part of that year, at a rate which, in the aggregate, was not less than Eight Lakh and Fifty Thousand Rupees per month: 0

3.) Employed throughout the financial year or part thereof, was in receipt of remuneration in that year which, in the aggregate, or as the case may be, at a rate which, in the aggregate, is in excess of that drawn by the managing director or whole-time director or manager and holds by himself or along with his spouse and dependent children, not less than two percent of the equity shares of the company: 0

30. COST AUDITORS:

The section 148 read with Companies (Audit & Auditors) Rules, 2014 and other applicable provisions, if any, of the Companies Act, 2013 are not applicable to the Company Hence, the Board of Directors of your company has not appointed Cost Auditor for obtaining Cost Compliance Report of the company for the financial year 2022-23.

31. DISCLOSURES WITH RESPECT TO DEMAT SUSPENSE ACCOUNT/ UNCLAIMED SUSPENSE

ACCOUNT:

a. aggregate number of shareholders and the outstanding shares in the suspense account lying at the beginning of the year: Nil b. number of shareholders who approached listed entity for transfer of shares from suspense account during the year: Nil

c. number of shareholders to whom share were transferred from suspense account during the year: Nil

d. aggregate number of shareholders and the outstanding shares in the suspense account lying at the end of the year: Nil

e. voting rights on shares which remain frozen till the rightful owner of such shares claims the shares: Nil

32. COMPLIANCE OF APPLICABLE SECRETARIAL STANDARDS:

The Company has complied with the provisions of Secretarial Standards (I & II) issued by the Institute of Company Secretaries of India and approved by the Central Government under section 118(10) of the Companies Act, 2013.

33. PREVENTION OF INSIDER TRADING:

Your company has adopted the “Code of Conduct on Prohibition of insider trading “and “Code of Conduct for Directors and Senior Management Personnel” for regulating the dissemination of Unpublished Price Sensitive Information and trading in security by insiders.

34. INDUSTRIAL RELATIONS (HUMAN RESOURCES):

During the period under review, the personal and industrial relations with the employees remained cordial in all respects. The management has always carried out systematic appraisal of performance and imparted training at periodic intervals. The Company recognizes talent and has judiciously followed the principle of rewarding performance.

35. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE:

The Company is committed to provide a safe and conducive work environment to its employees during the year under review. The company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of women at the workplace (Prevention, Prohibition & Redressal) Act, 2013. Your directors further state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

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

INSOLVENCY AND BANKRUPTCY CODE, 2016:

There were no applications which are made by or against the company under The Insolvency and Bankruptcy Code, 2016 during the year.

37. ACKNOWLEDGEMENTS