Omnitex Industries (India) Ltd Directors Report.

Dear Members,

Your Directors have pleasure in presenting the 34th Annual Report together with the Audited Financial Statement of the Company for the financial year ended March 31, 2020.

1. FINANCIAL RESULTS

2019-20 2018-19
(Rs. in Lacs) (Rs. in Lacs)
Revenue from Operation 40.40 10.11
Other Income 22.87 27.63
Profit / (Loss) before Financial Charges, Depreciation and Tax 1.64 12.87
Less Financial Charges 0.17 0.00
Depreciation 8.76 8.76
Profit / (Loss) before Tax expenses (7.29) 4.11
Current Tax 0.00 0.79
Deferred Tax 0.00 (0.00)
MAT Credit Entitlement (0.80) (158)
Profit / (Loss) after Tax (6.49) 4.90
Add: Loss brought down from earlier year (59.20) (64.10)
Prior Period Adjustment for Taxes (0.00) (0.00)
Amount Carried to Reserves 0.00 0.00
Balance (Loss) carried to Balance Sheet (65.69) (59.20)

2. DIVIDEND

In view of the carry forward losses, your Directors are not in a position to recommend any dividend for the year and regret for the same.

3. TRANSFER TO RESERVES

The Board of Directors of your Company has decided not to transfer any amount to reserves for the year under review.

4. THE STATE OF COMPANYS AFFAIRS AND OUTLOOK

The COVID-19 pandemic is a global humanitarian and health crisis. The COVID-19 induced lockdown/ social distancing measures started in March 2020 and put 75% of the overall economic activity into standstill. Consequently, market demand and supply chains have been affected, significantly increasing the risk of a global economic recession. The pandemic has impacted, and may further impact, all of our stakeholders - employees, clients, investors and communities we operate in. As of March 31, 2020, work from home was enabled to the employees to work remotely and securely. The Company would implement a phased and safe return-to-work plan as and when lockdown restrictions are relaxed. The impact of the global health pandemic may be different from that estimated as at the date of approval of the financial statements and the Company will continue to closely monitor any material changes to future economic conditions.

During the year under review, your Company has incurred a loss after tax of Rs.6.49 lacs as against Profit after tax Rs.4.90 lacs during the previous year. The Company expects the situation to improve in the year 2020-21. During the year under review, there is no change in the nature of business.

5. BOARD MEETINGS / COMMITTEE MEETINGS Board Meetings

Five Board Meetings were held in the year 2019-20 and the gap between two Board Meetings did not exceed 120 days. The same were held on 19th April, 2019, 30th May, 2019, 14th August, 2019, 14th November, 2019 and 14th February, 2020.

Name of the Directors No of Meeting entitled to attend Board Meetings Attended During 2019-20
Mr. Ashok M. Bhawnani 5 5
Mr. Narendra Kumar Dalmia 5 5
Mr. Amit R. Dalmia 5 5
Mr. Durgaprasad S. Sabnis 5 5
Mr. J. Ramakrishnan 5 5
Ms. Geeta Pardiwalla 5 5

Audit Committee

The composition of the Audit Committee is as under:

Name of the Member Chairman / Member No of Meeting entitled to attend Meetings Attended During 2019-20
Mr. Amit R. Dalmia Chairman 4 4
Mr. J. Ramakrishnan Member 4 4
*Ms. Geeta Pardiwalla Member 4 4

The Board has accepted all recommendations of Audit committee. Four meetings of Audit committee were held in the year 2019-20 on 30th May, 2019, 14th August, 2019, 14th November, 2019 and 14th February, 2020.

*Ms. Geeta Pardiwalla has resigned as an Independent Woman Director w.e.f. 15th February, 2020. Nomination and Remuneration Committee

The composition of the Nomination and Remuneration Committee is as under:

Name of the Member Chairperson / Member No of Meeting entitled to attend Meetings Attended During 2019-20
*Ms. Geeta Pardiwalla Chairperson 3 3
Mr. Amit R. Dalmia Member 3 3
Mr. Durgaprasad Sabnis Member 3 3

Three meetings of Nomination and Remuneration Committee were held in the year 2019-20 and the meetings were held on 19th April, 2019, 30th May, 2019 and 14th February, 2020.

*Ms. Geeta Pardiwalla has resigned as an Independent Woman Director w.e.f. 15th February, 2020. Stakeholder Relationship Committee / Share Transfer Committee The composition of Stakeholder Relationship Committee is as under:

Name of the Member Chairman / Member No of Meeting entitled to attend Meetings Attended During 2019-20
Mr. Durgaprasad Sabnis Chairman 4 4
Mr. J. Ramakrishnan Member 4 4

Four meeting of Stakeholder Relationship Committee / Share Transfer Committee were held in the year 2019-20 and the meetings were held on 01st April, 2019, 18th April, 2019, 30th August, 2019 and 31st March, 2020.

Independent Directors Meeting:

During the financial year ended March 31, 2020 one meeting of the Independent Directors was held on 14.02.2020 and in which both the Independent Directors has attended the meeting.

6. DIRECTORS RESPONSIBILITY STATEMENT Your Directors state that:

(i) in the preparation of the annual accounts, the applicable accounting standards read with the requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same;

(ii) the Directors have 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 loss of the company for the year ended on that date;

(iii) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) the Directors have prepared the annual accounts on a going concern basis.

(v) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

(vi) 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.

7. STATEMENT ON INDEPENDENT DIRECTORS

The Independent Directors have submitted declaration about their independency confirming that they fulfil all the requirements as stipulated in Section 149(6) of the Companies Act, 2013.

8. DISCLOSURE OF COMPANYS POLICY ON DIRECTORS, KMP APPOINTMENT & CRITERIA ETC. 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) of the Companies Act 2013 is furnished as Annexure "III" to this report. The said policy is also available on Companys website www.omnitex.com.

9. COMMENTS ON QUALIFICATION, RESERVATION OR ADVERSE REMARK

Statutory Auditor

The Notes on Financial Statements referred to in the Auditors report are self-explanatory. There are no qualifications, adverse remark or reservations in the Auditors report.

Secretarial Auditor

Members attention is invited to the observation in the Report of Secretarial Auditor regarding appointment of CFO w.e.f. 19.04.2019 and purchase of 2205 shares during the closure of trading by a relative of promoter Directors reply to the observation of Secretarial Auditor:

Regarding appointment of CFO w.e.f. 19.04.2019 the remark of the Secretarial Auditor is self- explanatory. The Spouse of one of the promoter group shareholder, had bought 2205 shares during Closure of Trading Window without the knowledge of the relevant member. The spouse had informed that he is financially Independent and do not consult the member in taking decisions relating to trading in securities.

Based on the submission, the Board of Directors in consultation with Audit Committee has concluded that this was an inadvertent trade made without intent to violate the Company Insider Trading Policy or SEBI (Prohibition of Insider Trading) Regulations, 2015 ("PIT Regulations").

10. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS Loans

The Company has not given any Loan during the current year and there is no Loan outstanding as at 31st March, 2020.

Guarantees

The Company has not given any Guarantees or provided any security during the current year and there is no outstanding guarantee / security as at 31st March, 2020.

Investments

Company has not made any fresh / additional investments during the current year. Company is carrying forward the investments made in earlier years, in the equity of Strata Geosystems (India) Private Limited amounting to Rs.3,23,30,880/-.

11. RELATED PARTY TRANSACTIONS

There were no Transactions of sale, purchase or supply of materials; sale, disposal, purchase of property of any kind, leasing of property of any kind, availing or rendering of any services, appointment as agent, appointment to any office or place of profit, underwriting etc. with Related Parties within the meaning and scope of Section 188 of Companies Act, 2013. Thus the information pursuant to Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 in Form AOC-2 is not applicable to the Company.

12. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

No material changes and commitments affecting the financial position of the company occurred between the end of the financial year to which this financial statement relates and the date of the report.

13. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

Disclosure pertaining to Conservation of energy, technology absorption, are not applicable to your company during the year under review.

There was no foreign exchange inflow or outflow during the year under review.

14. RISK MANAGEMENT

The Company has identified three major areas with potential risk that may threaten the existence of the company.

1. Investment risk

The Company is continuously monitoring the performance of the Strata Geosystems (India) Private Limited to ensure that the company has adequate time to take necessary precautions in the event of potential loss to its Investment.

2. Property risk

All the properties of the company are adequately insured.

3. Financial Risk

The Financial Risks are dealt with in the notes to the accounts.

15. CORPORATE SOCIAL RESPONSIBILITY

The provisions of Section 135 of the Companies Act, 2013 are not applicable to your Company for the current year.

16. PERFORMANCE EVALUATION

Pursuant to the provisions of the Companies Act, 2013 the Board has carried out an evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Audit Committee, Nomination & Remuneration Committee.

A structured questionnaire was prepared after taking into consideration inputs received from the Directors, covering various aspects of the Boards functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance. A separate exercise was carried out to evaluate the performance of individual Directors including the Chairman of the Board, who were evaluated on parameters such as level of engagement and contribution, independence of judgement, safeguarding the interest of the Company and its minority shareholders etc. The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Chairman and the Non Independent Directors was carried out by the Independent Directors who also reviewed the performance of the Secretarial Department.

The Directors expressed their satisfaction with the evaluation process.

17. FAMILIARIZATION PROGRAMS OF INDEPENDENT DIRECTORS

Your Company has established well defined familiarization and induction program. However during the year Company has not appointed any Director and as a result no familiarization program was conducted during the year.

18. JOINT VENTURE / SUBSIDIARY / ASSOCIATE COMPANY

The Company is holding 18.63% equity holding in the Joint Venture Company (M/s. Strata Geosystems (India) Private Limited), the company is not having significant influence and does not have joint control over the Joint Venture as defined in Indian Accounting Standard (Ind AS) 111 in the Joint Venture Company and therefore, requirement of consolidated financial statement is not applicable. Thus the provision of information in form AOC-1 is not applicable to the Company.

Company does not have any subsidiary / other associate company.

No Company has become or ceased to become the subsidiary or associate company of your company during the year under review.

19. DIRECTORS AND KMP

In accordance with the provisions of the Act and the Articles of Association of the Company, Mr. Durgaprasad Subhash Sabnis (DIN: 06607953) is retiring by rotation at the ensuing Annual General Meeting and being eligible, have offered himself for re-appointment.

Mrs. Sonu Fernandes (DIN: 08769215) was appointed as an Additional Independent Director for a period of five years with effect from June 30, 2020 at the meeting of Board of Directors held on June 30, 2020. The Board has recommended appointment of Mrs. Sonu Fernandes, as Women Independent Director of the Company for a first term of 5 (five) consecutive years.

Mr. Narendra Dalmia has been re-appointed as MD for 5 years w.e.f. May 29, 2020 to May 28, 2025 at

Annual General Meeting held on 30th September, 2019

Mr. Kusshal Ambbala has been appointed as CFO w.e.f. 19th April 2019.

Ms. Geeta Pardiwalla has resigned as Woman Independent Director w.e.f. 15th February, 2020.

Ms. Rita Panchal has resigned as Company Secretary and compliance officer w.e.f. 16th March, 2020.

Ms. Karishma Waghela has been appointed as Company Secretary and compliance officer w.e.f. 16th April, 2020.

20. DISCLOSURE PURSUANT TO SECTION 197(12) READ WITH RULE 5 OF COMPANIES (APPOINTMENTS AND REMUNERATION) RULES 2014

1. None of the Directors of the Company is drawing any remuneration other than sitting fees. Hence the information in respect of ratio of remuneration of each director to the median remuneration of employees etc., are not provided. Other information are:

I. Percentage increase in remuneration of each director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the financial year:

During the financial year, there is no increase in remuneration drawn by the Chief Financial Officer and Company Secretary.

II. Percentage increase in median remuneration of each directors, CFO, CEO, CS or manager if any in the FY : NIL

III. The percentage increase in the median remuneration of employees in the FY: NIL

IV. The No. of Permanent Employees on the roll of Company: 3

V. 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 - No increase in remuneration

VI. Affirmation that the remuneration is as per the remuneration policy of the Company - we affirm that the Company is paying remuneration as per the policy of the company.

2. As there were no employees drawing remuneration more than the limit prescribed under rule 5 of Companies (Appointments and Remuneration) Rules 2014 as amended from time to time, the same information is not provided.

Statement showing the names of the top 10 employees in terms of remuneration drawn shall be provided on request.

21. AUDITORS Statutory Auditor

M/s. Tembey & Mhatre, Chartered Accountants, present Auditors of the Company, were appointed as statutory auditors for a period of four consecutive years (i.e. 2017-18, 2018-19, 2019-20 & 2020-21) by the members at the 31st AGM of the Company held on 29th September 2017. Therefore, there is no change in Statutory Auditors.

The Auditors have not reported any frauds.

Secretarial Auditor

Mr. Shiv Hari Jalan, Company Secretary (Membership No. FCS 5703, CP NO. 4226) has been appointed as Secretarial Auditor for the Financial year 2019-20. The Secretarial audit report as issued is annexed herewith as Annexure - I.

22. DEPOSITS

The Company has not accepted / renewed any deposits during the year and is also not carrying forward any deposits.

23. SIGNIFICANT AND MATERIAL ORDER IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE

No Significant and Material order was passed by any authority during the year under review impacting the going concern status and companys operation in future.

24. INTERNAL FINANCIAL CONTROLS

The Company has adequate internal financial control system with reference to the Financial Statements.

25. VIGIL MECHANISM

The Company has established a vigil mechanism and oversees through the Audit Committee, the genuine concerns expressed by the employees and other Directors. The Company has also provided adequate safeguards against victimization of Employees and Directors who express their concerns. The Company

has also provided direct access to the Chairman of the Audit Committee on reporting issues concerning the interests of Companys employees and the Company. The Vigil Mechanism Policy is available on Companys Website www.omnitex.com.

26. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management Discussion and Analysis Report as per Regulation 34 of SEBI (LODR) Regulations, 2015, is annexed to this Board Report as "Annexure IV".

27. STATEMENT ON COMPLIANCES OF SECRETARIAL STANDARDS:

The Board of Directors have complied with applicable Secretarial Standards as specified u/s. 118 of Companies Act, 2013.

28. EXTRACT OF ANNUAL RETURN:

As provided under Section 92(3) of the Companies Act, 2013 the extract of Annual Return is given in Annexure- "II" in the prescribed Form MGT-9, which forms part of this report.

29. REPORT ON THE SEXUAL HARRESSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT 2013.

The Company has in place a policy for prevention of Sexual Harassment at the Workplace in line with the requirements of Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013.

In terms of section 22 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, we report that, during 2019-20, no case has been reported under the said act.

30 CORPORATE GOVERNANCE REPORT

In terms of Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Regulations 17 to 27 and clauses (b) to (i) of sub-regulation (2) of Regulation 46 and para C, D and E of Schedule V of Listing Regulations shall not apply in respect of paid up share capital of the company is not exceeding Rs.10 Crores and Networth is not exceeding Rs.25 Crores as on the last day of previous financial year. In view of the above separate corporate governance report is not provided.

31. ISSUE OF SHARES ETC.

The company during the year under consideration has not issued any shares with different rights, sweat equity etc.

32. FOLLOWING MATTERS WERE NOT APPLICABLE TO THE COMPANY FOR THE FINANCIAL YEAR ENDED MARCH 31, 2020 AND THUS NO COMMENTS ARE REQUIRED BY THE BOARD OF DIRECTORS ON THE SAME:

Details of Voting Rights not exercised by the employees u/s 67(3)(c) of Companies Act, 2013 r.w. Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014.

33. APPRECIATION

The Board of Directors records its grateful thanks to all the stakeholders of the Company for their continued support and co-operation.

On Behalf of the Board of Directors,
For Omnitex Industries (India) Limited
Amit R. Dalmia
Place: Mumbai Chairman
Date: 18th August, 2020 (DIN 00210919)