omkar pharmachem ltd Directors report

To

The Members of

Omkar Pharmachem Limited

The Directors of your Company have pleasure in presenting their Twenty Eighth Annual Report on the business and operations of the Company along with Audited financial statements for the financial year ended 31st March 2023.

Financial Results:

[Amount in Lakhs.]

Particulars	Current Financial Year	Previous Financial Year
	(2022-23)	(2021-22)
Revenue from Operation	54.00	54.00
Other Income	0.30	0.00
Total Expenses	27.85	32.95
Profit /Loss before tax Expenses	26.45	21.05
Less: Tax expenses
Current Tax	0.00	0.00
Deferred Tax	6.67	2.74
Profit/Loss for the Year	19.78	18.31

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 company has recorded Total Revenue of Rs 54.30 Lacs as compared to the Total Revenue of previous year of Rs. 54.00 Lacs.

The Total profit after Tax during the reporting period was 19.78 Lacs.

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

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.

Annual Return:

Pursuant to the provisions of Section 134(3)(a) and Section 92 of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014, Annual Return of the Company as at 31st March, 2023 is uploaded on the website of the Company at https://omkarpharmachem.co.in/Doc/March_2023/MGT-7_Draft_Omkar_2022-23.pdf Change in Nature of Business:

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

Board Meetings:

Total Seven (7) 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.

Committee Meetings:

During FY 2022-23, various committee meetings were conducted by the Company. For details of these Committee meetings, please refer to the section on Corporate Governance of this annual 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 Profit of the company for that period;

c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d) the directors had prepared the annual accounts on a going concern basis;

e) the directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and 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-A

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. There has been no change in the Nomination and Remuneration Policy of the Company during the year. The Nomination and Remuneration Policy of your Company is available on companys website https:// omkarpharmachem.co.in/Doc/April_2021/Nomination%20And%20Remuneration%20Policy.doc 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. There was increase in salary of Company Secretary of the Company w.e.f. 01.04.2022 from Rs. 54000/- p.m. to Rs. 64800/- p.m. (20% Increased)

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

d. The number of permanent employees on the rolls of the Company is 3 as on 31st March 2023.

e. Average percentile increase in the salaries of employees other than the managerial personnel in the financial year is 16.39% but as there is no managerial remuneration during the year 2022-23, 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	Designation	Qualification	Employment Type	Experience	Date of Joining	Age	Remuneration	Last Employment Held
Gaurav Kathuria	Chief Financial officer	Chartered Accountant	Permanent	9 Years	15.03.2016	33	Rs.3,60,000 p.a for period from 1-4-22 to 31-8-22	Self Employed (Practicing as CA)
Pankaj Mahadeo Singh	Company Secretary	Company Secretary	Permanent	7 Years	02.07.2018	35	Rs.7,92,600 p.a.	R.K Stockholding Private Limited
Mahesh Patani	Clerk	B.Com.	Permanent	26 years as clerk	01.04.2001	50	Rs.1,32,000 p.a.	Mitesh P. Vora & Co.
Mukesh Shah	Peon	11th	Permanent	10 year own small business & 24 year as peon	01.09.2016	61	Rs.1,02,000 p.a.	Ketan Book Store

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.

Note: The remuneration paid to Mr. Gaurav Kathuria, Chief Financial officer till 31.08.2022 was not considered for median calculation, as he resigned from the post of Chief Financial Officer of the Company w.e.f 31/08/2022 and none is appointed in his place. The number of employee at the end of the year as on 31/03/2023 were only 3 and so his remuneration is not considered for the year and to make it comparable with the financial year 2021-22 his salary is also not considered for that year also.

Similarly for average percentile increase in the salary of employees salary of Mr. Gaurav Kathuria is not considered.

Particulars of Loans, Guarantees or Investments Made Under Section 186 of the Companies Act, 2013:

During the year under review, your company has not given any loan or guarantee or made any investment pursuant to provisions of section 186 of the Act.

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 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 its own performance, board committees, and individual directors pursuant to the provisions of the Act and 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. 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. Bhawani Shankar Goyal, Mr. Parminder Sharma, Mr. Janak Raj Sharma and Ms. Mamta Pachauri.

Further, there is no change in composition of Board of Directors during the year under review

As per the Provision of the Companies Act, 2013 Mr. Bhawani Shankar Goyal, who retires by rotation at the ensuing Annual General Meeting and being eligible, seeks reappointment. The Nomination and Remuneration Committee recommends his re-appointment. The brief profile of Mr. Bhawani Shankar Goyal 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, 2023 are:

Mr. Bhawani Shankar Goyal, Managing Director,

Mr. Pankaj Mahadeo Singh Company Secretary.

Mr. Gaurav Kathuria, resigned from the post of Chief financial officer of the company w.e.f 31st August 2022.

Mr. Amit Jain, Appointed as Chief Financial officer (CFO) and designated as Key Managerial Personnel (KMP) of the company w.e.f 30th May 2023.

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.

The Board of Directors is of the opinion that the Independent Directors of your Company possess requisite qualifications, experience, expertise (including proficiency) and they hold the highest standards of integrity that enables them to discharge their duties as the Independent Directors of your Company. Further, in compliance with Rule 6(1) of the Companies (Appointment and Qualification of Directors) Rules, 2014, all Independent Directors of the Company have registered themselves with the Indian Institute of Corporate Affairs.

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 Companys internal control systems are commensurate with the nature of its business, the size and complexity of its operations and such internal financial controls with reference to the Financial Statements are adequate.

Disclosure under the Sexual Harassment of Women at 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 2022-23.

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:

The provisions of Regulation 21 of SEBI (Listing Obligations and disclosures requirements) Regulations, 2015 is not applicable on the company during the year under review, so 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. The Audit committee has an additional oversight on the financial risks and controls.

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 and no shares were bought back during the year under review.

Share Registrar & Transfer Agent:

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

Statutory Auditors:

M/s Rajesh J. Shah & Associates, Chartered Accountants were re-appointed as Statutory Auditors of your Company at the 24th Annual General Meeting held on 28th September, 2019, for the second term of five consecutive years. The Auditors had confirmed that they are not disqualified from being re-appointed as Auditors of the Company.

Secretarial Auditor:

In terms of section 204 of the Companies Act, 2013, the Board had appointed M/s Maulik Bhavsar & Associates, 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, 2023 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 – B". 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:

Statutory Auditors Report does not contain any qualification, reservation or adverse remarks.

The explanations made by the Board relating to One Qualified Opinion/remarks made by the Secretarial Auditors in his Secretarial Audit report are furnished herewith.

Qualification:

The company made disclosure of CFO resignation to BSE after 17 days of resignation event.

Explanation made by Board:

Inadvertent delay form the part of the Company in submission of disclosure w.r.t resignation of Mr. Gaurav Kathuria, (Chief Financial officer) of the company.

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-C 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-D.

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.

Certificate on Corporate Governance:

As required by Listing Obligations and Disclosure Requirements (LODR) Regulations 2015, certificate on corporate Governance issued by Practicing Company Secretary i.e. M/s Maulik Bhavsar & Associates is enclosed as "Annexure E" to the boards report, 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 2022-23 have been prepared in accordance with the applicable Indian Accounting Standards (IND-AS).

Proceeding pending under Insolvency and Bankruptcy Code, 2016:

There is no proceeding pending or no Application made under the Insolvency and Bankruptcy Code, 2016 during the year under review.

Difference in Valuation in case of Loan Taken from the Bank or Financial Institutions:

During the reporting period the company has neither accepted nor repaid any loan from any Bank or Financial Institutions.

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	Sd/-	Sd/-
For Omkar Pharmachem Limited	(Bhawani Shankar Goyal)	(Parminder Sharma)
	Managing Director	Director
	DIN-03255804	DIN- 00176300
	Address:-	Address:-
	House No- 155/2, First Floor,	House No. 65, I Block,
	Gali No-2, Near Gurudwara,	Near Gurudwara Kutia Sahib,
Date : 29th August, 2023	Govindpuri,	B.R.S. Nagar
Place : Ahmedabad	Kalkaji-110019, Delhi.	Ludhiana-141012, Punjab