Omkar Pharmachem Ltd Directors Report.

To

The Members of

Omkar Pharmachem Limited

The Directors of your Company have pleasure in presenting their Twenty Fourth Annual Report on the business and operations of the Company and Audited Accounts for the financial year ended 31st March 2019.

Financial Results: [Amount in Rs.]
Particulars Current Previous
Financial Year Financial Year
(2018-19) (2017-18)
Revenue from Operation 0.00 0.00
Other Income 0.00 0.00
Total Expenses 42,05,933.00 25,29,632.00
Profit /Loss before tax Expenses (42,05,933.00) (25,29,632.00)
Less: Tax expenses (Current & Deferred) (4238) (31018)
Profit/Loss for the Year (42,01,695) (25,60,650)

Dividend:

The Board of Directors of your company has decided that it would be prudent, not to recommend any dividend for the year under review.

Summary of Operations and State of Companys Affairs:

During the period under review, the turnover of the company is nil and it has been recorded that from past few years company is in operation but due to adverse market situation and cut throat competition in Pharmaceuticals sector, no business opportunity is received by the company till date.

However, management of the Company is trying their level best to get some business projects and having continuous watch on market trends.

Further, our company is incorporated with the object of doing business of pharmaceuticals and chemical product.

Material Changes And Commitment If Any 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 The Report:

There have been no material changes and commitments, which affect the financial position of the company which have occurred between the end of the financial year to which the financial statements relate and the date of this report.

Transfer to Reserves:

The board of Directors of your company, has decided not to transfer any amount to the reserves for the year under review.

Transfer Of Unclaimed Dividend To Investor Education And Protection Fund:

The provisions relating to transferring any amounts to the Investor Education and Protection Fund is not applicable to the Company during the year.

Extract of the Annual Return:

The extract of the annual return as provided under sub-section (3) of section 92 of the Companies Act, 2013 in specified Form No. MGT-9- annexed as Annexure A.

Change In Nature Of Business:

The Company does not change its nature of Business during the period under review.

Number of Meetings of the Board:

Total Thirteen (13) Board Meetings were held during the year under review. The complete details of meeting and the attendance of the Directors are mentioned in Corporate Governance Report.

Directors Responsibility Statement:

Pursuant to Section 134(5) of the Companies Act, 2013 and based on the report from your Directors the operating Management confirms that;

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 affair so the company at the end of the financial year and of the loss of the company for that period;

c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accor- dance 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 are operating effectively;

f) the directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

Management Discussion and Analysis Report:

Managements Discussion and Analysis Report for the year under review, as stipulated under Regulation 34 of SEBI (Listing Obligations & Disclosure Requirements) Regulation 2015 with the Stock Exchanges in India, is presented in a separate section forming part of the Annual Report as Annexure-B.

Companys Policy Relating To Directors Appointment, Payment Of Remuneration And Discharge Of Their Duties:

The Companys policy relating to appointment of Directors, payment of Managerial remuneration, Directors qualifications, positive attributes, independence of Directors and other related matters as provided under Section 178(3) and 178(4) of the Companies Act, 2013 is maintained by Company. Accordingly, Board based on the recommendation of the Nomination and Remuneration Committee has formulated a policy on remuneration of Directors, Key Managerial Personnel and Senior Management of the Company. The policy covers the appointment, including criteria for determining qualification, positive attributes, independence and remuneration of its Directors, Key Managerial Personnel and Senior Management Personnel. The Nomination and Remuneration Policy is available on Companys Website www.omkarpharmachem.co.in

Particulars of the Employee:

The Information required under section 197 of the Act read with rule 5(1) and (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rule, 2014 are given below:

a. No remuneration was paid to the Directors; hence there is no such ratio of the remuneration of each director to the median remuneration of the employee of the Company.

b. No remuneration was paid to the Directors, therefore the details of the percentage increase in remuneration of each director does not arise and also there is no increment in the remuneration paid to Chief Financial Officer and Company Secretary of the Company during the financial year.

c. the percentage increase in the median remuneration of the employees in the financial year is: NIL

Note :- In the Current Year Arrears of salary paid amounting Rs. 166800 to the CFO Mr. Gaurav Kathuria and Rs. 72000 to CS Mr. Pankaj Singh for the Financial year 2017-18, as the remuneration was increased in financial year 2018-19 w.e.f 01-04-2017.

d. The number of permanent employees on the rolls of the Company is 4.

e. Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year is 1.82% but as there is no managerial remuneration in the company during the year 2018-19, therefore comparison with the percentile increase in the managerial remuneration is not applicable:

f. Your Directors affirm that the remuneration paid to the employees and to Key Managerial Personnel was as per remuneration policy of the Company.

g. The statement containing names of top ten employees in terms of remuneration drawn and the particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is as follows:

Employee Name Desig- nation Qualifi- cation Employ- ment Type Experience Date of Joining Age Remuneration Last EmploymentHeld
Gaurav Kathuria Chief Financial officer Chartered Accountant Permanent 6 Years 15.03.2016 29 *Rs 11,80,600 p.a Self Employed (Practicing as CA)
Pankaj Mahadeo Singh Company Secretary Company Secretary Permanent 3 Years 02.07.2018 31 *Rs 5,03,500 p.a. R.K Stockholding Private Limited
Mahesh Patani Clerk B.Com. Permanent 22 years as clerk 01.04.2001 46 Rs. 132000 p.a. Mitesh P. Vora & Co
Mukesh Shah Peon 10th pass Permanent 10 year own small business & 20 year as peon 01.09.2016 57 Rs.102000/- p.a. Ketan Book Store

*It includes Arrears for the year 2017-18

Further There were no employees in the Company who was paid salary exceeding Rs. 1,02,00,000 per annum or Rs. 8,50,000/- per month and 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.

Furthermore, none of employees are related to any director or manager of the Company.

Particulars Of Loans, Guarantees Or Investments Made Under Section 186 Of The Companies Act, 2013:

Company has not given any Loan, made any investment or given guarantees or securities provided during the year under review.

Particulars of Contracts Or Arrangements Made With Related Parties:

There are no contracts or arrangements with related parties referred to in sub section (1) of Section 188 of Companies Act, 2013 during the year under report.

Further, related party transaction disclosure in accordance with the requirement of IND-AS 24 has been disclosed in notes section of financial statement.

Conservation Of Energy, Technology Absorption, Foreign Exchange Earnings And Outgo Conservation of energy:

The disclosure required in Section 134(3) (m) of the Companies Act, 2013 are as follows:

a) Conservation of energy : There is no conservation of energy during the year under review.

b) Technology absorption: There is no technology absorption during the year under review.

c) Foreign exchange earnings and Outgo : The Foreign Exchange earned in terms of actual inflows during the year and the Foreign Exchange outgo during the year in terms of actual outflows: NIL

Corporate Social Responsibility:

The provisions of corporate social responsibility are not applicable to your Company during the year under review.

Board Evaluation:

The Board of Directors has carried out an annual evaluation of the board, its committees and individual directors pursuant to the provisions of the Act and the corporate governance requirements as prescribed by the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations 2015 (‘SEBI Listing Regulations).

The performance of the board was evaluated by the board after seeking inputs from all the directors on the basis of criteria such as the board composition and structure, effectiveness of board processes, information and functioning, etc. as provided by the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on January 5, 2017.

The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of criteria such as the composition of committees, effectiveness of committee meetings, etc.

The Board and the Nomination and Remuneration Committee reviewed the performance of individual directors on the basis of 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 a separate meeting of independent directors, performance of non-independent directors and the board as a whole was evaluated, 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, Key Managerial Person (KMP) and Independent Director:

The current Directors of the company are Mr. Anurag Sharma, Mr. Parminder Sharma, Mr. Janak Raj Sharma and Ms. Mamta Pachauri.

As per the Provision of the Companies Act, 2013 Mr. Parminder Sharma, who retires by rotation at the ensuing Annual General Meeting and being eligible, seeks reappointment. The Nomination and Remuneration Committee recommends his appointment. The brief profile of Mr. Parminder Sharma and other related information has been detailed in the notes part of Notice of Annual General Meeting.

Pursuant to the provisions of Section 203 of the Act, the Key Managerial Personnel of the Company as on March 31, 2019 are: Mr. Anurag Sharma, Managing Director, Mr. Gaurav Kathuria, Chief Financial Officer and Mr. Pankaj Singh Company Secretary.

All the independent directors i.e. Mr. Janak Raj Sharma and Ms. Mamta Pachauri have submitted the Statement on declaration that they qualify the criteria of independence as mentioned under sub-section (6) of section 149 of the Companies Act, 2013 and Reg. 16(1) (b) of the SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015 amended thereof and they have also complied with the code for Independent directors prescribed in Schedule IV to the Act.

Details of significant and material orders passed by the Regulators, Courts and Tribunals:

No significant and material order has been passed by the regulators, courts, tribunals impacting the going concern status and companys operations in future.

The details in respect of adequacy of internal financial controls with reference to the Financial Statements:

The Company has already formulated an Audit Committee which holds the Audit Committee meeting time to time to review the financial results, internal financial controls and risk management system, auditors independence and performance etc. The Company has also appointed Internal Auditors who perform their duty on the basis of the scope of work allotted to them time to time.

Disclosure under the Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013:

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 and Redressal) Act,2013.

The requirement to constitute Internal Complaints Committee (ICC) is not applicable on the company during the year under review.

All employees (permanent, contractual, temporary, trainees) are covered under the policy. No sexual harassment complaint has been received by the Company during the year 2018-19.

Vigil mechanism / Whistle Blower Policy:

Pursuant to Section 177 of the Companies Act, 2013 the rules made thereunder and the Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has established a Vigil Mechanism for directors and employees to report genuine concerns about any instance of any irregularity, unethical practice and/or misconduct. The Details of the Vigil policy is explained in the Corporate Governance Report.

Risk Management Policy:

The Company is not mandatorily required to constitute Risk Management Committee. Further our Company has laid down procedure to inform Board Members about the risk assessment and minimization procedures. These procedures are being periodically reviewed to ensure that management controls risk through the means of properly defined framework of the Company.

Share Capital:

During the year there is no change in the share capital of the company. Further the Company has not issued shares with differential voting rights, neither granted stock options nor sweat equity.

Share Registrar & Transfer Agent:

Alankit Assignments Limited ("Aal"), a SEBI registered Registrar & Transfer Agent ("RTA") has been appointed as the Companys RTA. The contact detail of Aal is mentioned in the Report on Corporate Governance.

Auditors:

Pursuant to the provisions of Section 139, 142 and other applicable provisions, if any, of the Companies Act, 2013, read with the Companies (Audit and Auditors) Rules, 2014 Rajesh J. Shah & Associates, Chartered Accountants re-appointed as Statutory Auditors of your Company for a term of 5 (Five) Consecutives years from the conclusion of this Annual General Meeting till the conclusion of 29th Annual General Meeting of the Company.

Appropriate resolution in respect of the above is appearing in the Notice convening the 24th AGM of the Company. The Board, in terms of Section 142 of the Act, on the recommendation of the Audit Committee, has also recommended for the approval of the Members the remuneration of Rajesh J. Shah & Associates, Chartered Accountants for the financial year 2019-20.

Secretarial Auditor:

In terms of section 204 of the Companies Act, 2013, the Board has appointed Shri. Maulik Bhavsar, practicing Company Secretary, Ahmedabad as Secretarial Auditor of the company, for conducting Secretarial Audit of the company. The Secretarial Audit Report for the Financial Year ended 31st March, 2019 is given in form MR-3 as required under the companies Act, 2013, rules made there under and also amended regulation 24A of SEBI (Listing Obligations and Discloser requirements) Regulations, 2015 is annexed herewith and marked as "Annexure – C".

Internal Auditor:

M/s. V. R. Gopani & Co., Chartered Accountants, continued to be the Internal Auditor of the company.

Explanation or Comments on Qualifications, Reservations or Adverse Remarks or Disclaimers made by The Auditors:

No qualifications, reservations, adverse remarks or disclaimers are made by the Statutory Auditor and Internal Auditor and Secretarial Auditor.

Corporate Governance Report:

Pursuant to Part C of Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a section on Corporate Governance is set out in the Annexure D forming part of this Annual Report.

Certificate by Managing Director and Chief Financial Officer:

A compliance certificate by Managing Director and Chief Financial Officer as required by Regulation 17(8) of SEBI (Listing Obligations and Discloser Requirements) Regulations, 2015 is attached with report as Annexure-E.

Details of Holding/Subsidiary/ Associate Companies/Joint Venture:

Your Company does not have any Holding/Subsidiary/ Associate Companies or Joint Venture.

Deposit:

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 and no deposits are subsisting as on date.

Reporting Of Fraud By The Auditor:

In terms of Section 134 (3) (ca) report by the Board of Directors is required to include the details in respect of frauds reported by auditors under sub-section 12 of section 143 other than those which are reportable to the Central Government. No such fraud was reported by the auditor.

Secretarial Standards:

During the year under review, Company has complied with all the applicable provisions of secretarial standards issued by the Institute of Company Secretaries of India.

Cost Records and Cost Audit;

Maintenance of cost records and requirement of cost audit as prescribed under the provisions of Section 148 (1) of the Companies Act, 2013 are not applicable for the business activities carried out by the Company.

Credit Ratings:

Requirement to take Credit ratings is not applicable to the Company during the year under review.

Auditor Report on Corporate Governance:

As required by Listing Obligations and Disclosure Requirements (LODR) Regulations 2015, auditors certificate on corporate Governance is enclosed as "Annexure F" to the boards report, Auditor Certificate does not contain any qualification, reservation or adverse remark.

Business Responsibility Report:

Provisions of Business Responsibility Report are not applicable to the Company during the year under review.

Indian Accounting Standards:

The financial statements for the financial year 2018-19 have been prepared in accordance with the applicable Indian Accounting Standards (IND-AS).

Acknowledgement:

Your Directors would like to express their sincere appreciation for the assistance and co-operation received from the Banks, Government Authorities, Customers, and Shareholders during the year. Your directors also wish to take on record their deep sense of appreciation for the committed services of the employees at all levels.

For and on behalf of the Board of Directors
For Omkar Pharmachem Limited
Registered Office:
501, Mahakant Building, (Anurag Sharma) (Parminder Sharma)
Opp.: V. S. Hospital, Ashram Road, Managing Director Director
Ellisbridge, Ahmedabad 380006 DIN-02289261 DIN- 00176300
CIN: L24231GJ1995PLC025276 Address- Address-
A-727, Sarita Vihar, House No. 65, I Block,
New Delhi-110076 Near Gurudwara
Kutia Sahib, B.R.S. Nagar
Ludhiana-141012
Punjab
Date : 31st August, 2019
Place : Ahemadabad