To the Members
Your Directors have pleasure in presenting the Thirtieth Annual Report together with
the Audited Accounts of your company for the Financial Year ended on 31st March
2023.
OPERATIONS
The financial results of the Company during the year under review as compared to the
previous year are summarized as under:
(Rs. In Lakhs)
PARTICULARS |
Amount as on 31.03.2023 |
Amount as on 31.03.2022 |
Sales & Other Income |
5.81 |
- |
Profit / (Loss) before Depreciation and Tax |
(15.45) |
(16.96) |
Less: Depreciation |
- |
- |
Profit / ( Loss) before Tax |
(15.45) |
(16.96) |
Provision for Deferred Tax Asset |
- |
- |
Profit / (Loss) after Tax |
(15.45) |
(16.96) |
Number of Shares |
17218759 |
17218759 |
EPS Basic & Diluted |
(0.09) |
(0.10) |
DIVIDEND
Your directors do not recommend any dividend as there was a loss during the year under
review.
TRANSFER TO RESERVES IN TERMS OF SECTION 134 (3) (J) OF THE COMPANIES ACT, 2013 The
Board has decided not to transfer any amount to the Reserves for the year under review.
PUBLIC DEPOSITS AND LOANS/ ADVANCES
The company has not accepted any public deposits during the financial year.
STATE OF AFFAIRS OF THE COMPANY:
Information on the operations and financial performance, among others for the period
under review, is given in the Management Discussion and Analysis Report which is annexed
to this Report and is in accordance with the SEBI (Listing Obligation and Disclosure
Requirements) Regulations, 2015.
CHANGE IN NATURE OF BUSINESS, IF ANY
There has been no change in nature of business of the Company during the FY under
review.
DIRECTORS and KEY MANAGERIAL PERSONNEL
As on the date of the Report the Board comprises of 4 directors of whom 3 are
independent including a woman director. There is no change in the KMP during the year
under review.
DECLARATION FROM INDEPENDENT DIRECTORS
The Company has received necessary declaration from each Independent Directors of the
Company under Section 149(7) of the Companies Act, 2013 that the Independent Directors of
the Company meet with the criteria of their independence laid down in Section 149(6).
SUBSIDIARY COMPANIES
The Company has no subsidiary Companies as of March 31, 2023.
MATERIAL CHANGES AND COMMITMENTS
There have been no material changes and commitments, which affect the financial
position of the Company which have occurred between the end of the FY and the date of this
Report.
BOARD MEETINGS:
During the year,5 Board Meetings were convened and duly held. The details of which are
given in the Corporate Governance Report, which forms part of this report. The intervening
gap between the Meetings was within the period prescribed under the Companies Act, 2013.
AUDIT COMMITTEE:
The Audit Committee comprises of, Mr. A. Govindaraj (Chairman), Mrs. V. Mythili
(Member), Mr. P.J. Sunderrajan (Member) and Mr. K. Ramakrishnan (Member). Powers and role
of the Audit Committee are included in the Corporate Governance Report. All the
recommendation made by the Audit Committee was accepted by the Board of Directors.
REMUNERATION POLICY:
The Company has framed a Nomination and Remuneration Policy pursuant to Section 178 of
the Companies Act, 2013 and SEBi (LODR) Regulations, 2015. The Policy is provided in
Annexed to this Report as "Annexure /"
VIGIL MECHANISM
The Company has established a vigil mechanism called Whistle-blower policy for its
directors and employees to report genuine concerns pursuant to the provisions of Section
177(9) & (100 of the Companies Act, 2013 and as per Regulation 22 of SEBI (LODR),
Regulations, 2015. The details of the Whistle blower is explained in the Corporate
Governance Report and also posted in the website of the Company.
DIRECTORS RESPONSIBILITY STATEMENT
As required under Section 34(5) of the Companies Act, 2013, your Directors confirm:
i. that in preparation of accounts applicable accounting standards have been followed:
ii. that directors have selected such accounting policies and applied them constantly
and made judgments and estimates that are reasonable and prudent to give a true and fair
view of state of affairs of the Company at the end of the financial year and of the profit
or loss of the Company for that period.
iii. that Directors have taken proper and sufficient care for maintenance of adequate
accounting records in accordance with the provisions of the Companies Act for safeguarding
the assets of the company and for preventing and detecting fraud and other irregularities;
and
iv. that the Directors have prepared Annual Accounts on a Going Concern basis.
v. the Directors had laid down internal financial controls to be followed by the
Company and that such internal financial controls are adequate and were operating
effectively.
vi. the Directors had devised proper systems to ensure compliance with the provision of
all applicable laws and that such systems were adequate and operating effectively.
PARTICULARS OF LOANS & INVESTMENTS BY COMPANY
During the year your company had not given any Loans, provide any Guarantee covered
under the provisions of Section 186 of the Companies Act, 2013.
EXTRACT OF ANNUAL RETURN
The weblink for accessing extract of annual return is https://www.omniaxs.co.in
AUDITORS
The present Auditors B B Gusani And Associates, Chartered Accountants (FRN/ M.No.
140785W) were appointed for a period of 1 year, pursuant to the resolution passed by the
members at the Annual General Meeting held on 15th September, 2022 retires on
the conclusion of the 31st AGM. It is proposed to appoint M/s B B Gusani And
Associates, Chartered Accountants (FRN/ M.No. 140785W) as statutory auditors of the
company for a period of 5 years form the conclusion of this AGM to the conclusion of the
36th AGM.
AUDITORS REPORT
The Auditors Report does not contain any qualifications, reservations or adverse
remarks.
SECRETARIAL AUDIT
Secretarial audit report in Form MR3 as given by Mr. S. Ganesan, Practicing Company
Secretary is annexed to this Report. The Report does not contain any qualifications,
reservations or adverse remarks.
INFORMATION AS PER SECTION 134(3) OF THE COMPANIES ACT, 2013
The information regarding conservation of energy and technology absorption are not
applicable to your company. There were no foreign exchange earnings and outgo during the
financial year.
SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS
There are no significant and material order passed by the regulators or Courts or
Tribunals impacting the going concern status and the companys operations in future.
DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS
The Company has an Internal Control System commensurate with the size, scale and
complexity of its operations. RISK MANAGEMENT POLICY
The Company has put in place Risk Management Policy compatible with the type and size
of operations and risk perception. The said policy is drawn up based on the guidelines of
SEBI and stock exchanges issued in this regard.
CORPORATE SOCIAL RESPONSIBILITY
The Company does not fall into the criteria stipulated for the applicability of Section
135 of the Companies Act, 2013 and hence the provisions of the section is not applicable.
RELATED PARTY TRANSACTIONS
During the year under review, there was no transaction with related party that needs to
be reported.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION, PROHIBITION
AND REDRESSAL) ACT, 2013
As there are no women employee the need for setting up of Internal Complaints Committee
does not arise. PREVENTION OF INSIDER TRADING
In compliance with the provisions of the Securities and Exchange Board of India
(Prohibition of Insider Trading) Regulations, 2015, as amended, the Company has formulated
and adopted the revised "Code of Conduct for Prevention of Insider Trading"
("the Insider Trading Code"). The object of the Insider Trading Code is to set
framework, rules and procedures which all concerned persons should follow, while trading
in listed or proposed to be listed securities of the Company. During the year, the Company
has also adopted the Code of Practice and Procedures for Fair Disclosure of Unpublished
Price Sensitive Information ("the Code") in line with the SEBI (Prohibition of
Insider Trading) Amendment Regulations, 2018. The Code is available on the Companys
website. www.omniaxs.co.in
MANAGEMENT DISCUSSION AND ANALYSIS
A separate section on Management Discussion and Analysis Report forming part of the
Annual report is attached. FORMAL ANNUAL EVALUATION
Pursuant to the provisions of the Companies Act, 2013 and SEBI(LODR) Regulations, 2015
the Board has carried out an annual performance evaluation of its own performance, the
directors individually as well as the evaluation of the working of its Audit, Nomination
& Remuneration and Stakeholders Relationship Committee. The performance evaluation of
the independent directors was carried out by the entire Board. The Directors expressed
their satisfaction with the evaluation process and the performance of the Board.
LISTING
The shares of the company are listed with Bombay Stock Exchange.
CORPORATE GOVERNANCE
The report on Corporate Governance as SEBI (LODR), Regulations, 2015 along with the
Auditors Certificate for its due compliance forms part of the Annual Report. Your company
has taken adequate steps for compliance with the Corporate Governance guidelines, as
amended from time to time.
PARTICULARS OF EMPLOYEES
None of the employees of the Company received remuneration in excess of the limits
prescribed Under Rule 5(2) of The Companies (Appointment and Remuneration of Managerial
Personnel Rules of the Companies Act, 2013. However the details of payment of remuneration
to KMP is provided as detailed in Annexure-II
ACKNOWLEDGMENT
Your directors would like to place on record their sincere gratitude to the
shareholders, bankers, business associates, clients for their continued patronage and
co-operation. The directors are also happy to place on record their appreciation for the
whole hearted commitment and contribution made by all the employees and look forward to
their continued support.
For and on behalf of the Board of Directors
Place: Chennai |
(K. Ramakrishnan) |
(A.Govindaraj) |
Date: 14.08.2023 |
WholeTime Director |
Director |
|
DIN: 00218129 |
DIN:03496870 |
+91-9892691696
