Optiemus Infracom Ltd Directors Report.

Dear Members,

The Directors of your Company are pleased to present the 26th Annual Report on the business and operations of the Company along with the Audited Annual Accounts for the financial year ended 31st March, 2019.

1. FINANCIAL SYNOPSIS:

Key aspects of Financial Performance of the Company for the year ended 31st March, 2019 are tabulated below, inter-alia, pursuant to the Companies (Accounts) Rules, 2014.

The consolidated performance of the Company and its subsidiaries has also been set out herein, and wherever required.

(INR in Lacs except EPS)

Particulars Standalone Consolidated
Year ended on 31.03.2019 Year ended on 31.03.2018 Year ended on 31.03.2019 Year ended on 31.03.2018
Revenue from Operations 40,107 61,032 119,597 72,236
Total Expenses 45,235 58,615 129,731 71,609
Profit before Exceptional & Extraordinary Items and Tax 187 3,654 (3,822) 2,239
Exceptional Items - - - -
Profit/(Loss) from associates and Joint Venture - - (86) 0.19
Profit Before Tax 187 3,654 (3,908) 2,239
Tax Expense:
(1) Current Tax 233 1,299 233 1,301
(2) Deferred Tax (241) (43) 121 (608)
(3) Taxation Adjustment of previous year (net) (26) (71) (121) (81)
Minority Interest - - 3 (456)
Profit After Tax 222 2,469 (5,940) 1,386
Earnings per equity share 0.27 2.87 (7.21) 1.61

2. INFORMATION ON STATE OF AFFAIRS OF THE COMPANY

The standalone gross revenue from operations declined by 34.29% from INR 61,032 Lacs (FY 2017-18) to INR 40,107 Lacs during the year. Profit after tax ("PAT") decreased to INR 222 Lacs during FY 2018-19 from INR 2,469 Lacs in FY 2017-18. In view of decrease in PAT, Earning per share also decreased from INR 2.87 to INR 0.27. Detailed information on state of affairs of the Company is given in Management Discussion and Analysis Report forming part of this report.

3. TRANSFER TO RESERVES

Your Directors do not propose to transfer any amount to the general reserve and entire amount of profit for the year forms part of the ‘Retained Earnings.

4. DIVIDEND

The Board is of opinion that the Company should utilize its funds towards the operations to accelerate the growth rate. Accordingly, the Board does not recommend any dividend payment for the year 2018-19.

5. DEPOSITS

During the year, your Company has not accepted any deposits within the meaning of the provisions of Section 73 of the Companies Act, 2013 and rules made thereunder.

6. CHANGE IN THE NATURE OF BUSINESS

There was no change in the nature of business of the Company during the financial year 2018-19.

7. MATERIAL CHANGES AND COMMITTMENT

The Board of Directors in its meeting dated 6th June, 2019, subject to the approval of shareholders, approved to sell, dispose, hive-off and / or transfer the "Rental Division" Business of the Company to its wholly owned subsidiary company (under incorporation), as a going concern, on slump exchange basis under the provisions of Section 180 (1) (a) read with Section 188 of the Companies Act, 2013.

Except above, there was no other material changes 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 this Report.

8. NOMINATION AND REMUNERATION POLICY

In adherence of Section 178(1) of the Companies Act, 2013, the Board of Directors of the Company has approved a policy on Directors appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided u/s 178(3), based on the recommendations of the Nomination and Remuneration Committee. Extract of Nomination and Remuneration Policy of the Company is given in Annexure–1 forming the part of this Report. The Policy is also available on the website of the Company and can be accessed under the web link https:/ /www.optiemus.com/investors.html.

9. EXTRACT OF ANNUAL RETURN

The extract of Annual Return as provided under sub-section (3) of Section 92 of the Companies Act, 2013, in the prescribed Form MGT-9 is annexed to this Report as Annexure -2. Also, Annual Return as referred to in sub-section 3 of Section 134 of Companys Act, 2013 will be placed on Companys website under web-link https://www.optiemus.com/investors.html.

10. NUMBER OF MEETINGS OF THE BOARD

There were 10 (Ten) meetings of the Board held during the year. The Maximum gap between the two meetings did not exceed 120 days. Detailed information on Board Meetings is given in Corporate Governance Report.

Further, during the year, a separate meeting of the Independent Directors of the Company was held on 6th March, 2019 to discuss and review the performance of all other Non-Independent Directors, Chairperson of the Company and the Board as a whole and for reviewing and assessing the matters as prescribed under Schedule IV of Companies Act, 2013 and Regulation 25(4) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

11. DIRECTORS RESPONSIBILITY STATEMENT

In pursuance to clause (c) of sub section (3) of Section 134 of the Companies Act, 2013, to the best of their knowledge and belief, the Directors of your Company hereby confirm that:

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

(ii) 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; (iii) 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; (iv) the Directors had prepared the 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 provisions of all applicable laws and that such systems were adequate and operating effectively.

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

COMPANIES ACT, 2013

Pursuant to the provisions of Section 186 of the Companies Act, 2013, details of Investments made, Loans given and Guarantee given falling under the provisions of Section 186 of the Companies Act, 2013 are given under Note No. 5a, 5b, 9e, and 28c of the notes to standalone financial statements.

13. RISK MANAGEMENT FRAMEWORK

Your Company has taken necessary steps for risk management including identifying risk which may threaten the existence/operations of the Company.

14. CORPORATE SOCIAL RESPONSIBILITY

Pursuant to Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, your Company approved a policy on CSR which is also hosted on Companys website under web link https://www.optiemus.com/investors.html.

The detailed report on CSR is attached as Annexure-3 to this report.

15. DISCLOSURE ON ESTABLISHMENT OF VIGIL MECHANISM

Section 177(9) of the Companies Act, 2013 and Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015,inter alia, provides for a mandatory requirement for all Listed Companies to establish a mechanism called, ‘Whistle Blower Policy for Directors and Employees to report to the management, instances of unethical behavior, actual or suspected, fraud or violation of the Companys, code of conduct.

In compliance of the above requirements, your Company has established a Vigil (Whistle Blower) Mechanism and formulated a Policy which aims to provide a channel to the Directors and Employees to report genuine concerns about unethical behavior, actual or suspected fraud or violation of the

Codes of Conduct or policy.The Vigil (Whistle Blower) Mechanism aims to ensure that the Company is committed to adhere to the highest standards of ethical, moral and legal conduct of business operations and in order to maintain these standards, the Company encourages its employees who have genuine concerns about suspected misconduct to come forward and express these concerns without fear of punishment or unfair treatment.

Further, your Company hereby affirms that no Director/employee have been denied access to the Chairman of the Audit Committee and that no complaints were received during the year.

The Policy is hosted on the Companys website www.optiemus.com under web link https:// www.optiemus.com/investors.html.

16. DIRECTORS & KEY MANAGERIAL PERSONNEL a. Induction, re-appointment and resignation

The following changes took place in the composition of Board of Directors and Key Managerial Personnel of the Company during the year under review:

During the year under review, on the recommendation of Nomination and Remuneration Committee, the Board appointed Mr. Neetesh Gupta (DIN: 00030782) as an Additional Director (Non-Executive) of the Company with effect from 12th October, 2018 to hold the office upto the date of ensuing Annual General Meeting. Accordingly, he will hold office upto the date of ensuing AGM. The Company has received requisite notice from a member under Section 160 of the Companies Act, 2013 proposing the appointment of Mr. Neetesh Gupta as Director, liable to retire by rotation.Based upon the recommendation of Nomination and Remuneration Committee, Board recommends his appointment as a Director liable to retire by rotation.

The term of 5 years of Mr. Ashok Gupta (DIN: 00277434), Whole-time Director, designed as Executive Chairman of the Company will be expired on March 31, 2020. Accordingly, the Board of Directors, upon the recommendation of the Nomination and Remuneration Committee, in its Meeting held on 30th August, 2019, approved the re-appointment of Mr. Ashok Gupta, Whole-time Director, designated as Executive Chairman for a period of further 3 (Three) years with effect from 01stApril, 2020 to 31st March, 2023. The re-appointment is subject to approval of the shareholders in ensuing general meeting.

In accordance with Section 152(6) of the Companies Act, 2013, the period of office of at least two-third of total Directors of the Company shall be liable to retire by rotation, out of which atleast one-third Directors shall retire at every Annual General Meeting. Hence, this year, Mrs.Renu Gupta (DIN: 00030849) retires from the Board by rotation and being eligible, offers herself for reappointment. The Board recommends her re-appointment.

The details of Directors being recommended for re-appointment as required under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standard-2 are contained in the Notice of ensuing Annual General Meeting of the Company.

Appropriate resolutions seeking shareholders approval to the appointment/re-appointment of Directors are included in the Notice of Annual General Meeting.

Mr. Anoop Singhal, Chief Financial Officer and Key Managerial Personnel has resigned from the Company w.e.f. 16th February, 2019. The Board of Directors placed on record their appreciation for the contribution made by him during his tenure. Thereafter, the Board in its meeting dated 24th

April, 2019 appointed Mr. Parveen Sharma as the Chief Financial Officer and Key Managerial Personnel of the Company in place of Mr. Singhal.

None of the Whole-time Key Managerial Personnel (KMP) of the Company is holding office in any other Company as a Key Managerial Personnel.

Further, none of the Directors/KMP of the Company is disqualified under any of the provisions of the Companies Act, 2013 and relevant Regulations of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 b. Declaration by Independent Directors

The Company has received a Certificate of Independence from all Independent Directors, inter-alia, pursuant to Section 149 of the Companies Act, 2013, confirming and certifying that they meet the criteria of independence as provided in Section 149 and Regulation 16 & 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. c. Inter-se relationship of Directors

Mrs. Renu Gupta and Mr. Neetesh Gupta, Non-Executive Directors and Mr. Ashok Gupta, Executive Chairman are inter-related, where in Mr. Neetesh Gupta is son of Mr. Ashok Gupta and Mrs. Renu Gupta. No relationship exist between other Directors/KMP.

d. Selection and Appointment of Directors

The charter of Nomination and Remuneration Committee of the Board empowers it to review the structure, size, composition, and diversity of the Board, evaluation of existing skills, defining gaps and making necessary recommendations to the Board. e. Board Evaluation

The Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 requires the Annual Report to disclose the manner in which formal annual evaluation of the Board, its Committee and individual Directors is done and evaluation criteria thereof. Performance evaluation criteria for Board, Committees of the Board and Directors are placed on the Companys website www.optiemus.com under the web link https:// www.optiemus.com/investors.html as a part of Companys Nomination and Remuneration Committee Policy.

Manner in which said evaluation was made by the Board is given below:

Based on the criteria, a structured questionnaire was prepared after taking into consideration inter-alia the inputs received from the Directors (except for the Director being evaluated) for the year under review. The structured questionnaire covered various aspects of the Boards functioning such as strategic alignment and direction, engagement alignment, composition and structure, dynamics and culture, ethical leadership and corporate citizenship, support to the Board, Committees evaluation and self-evaluation etc.

The ratings for Non-Independent Directors were given by the Independent Directors at a separate meeting convened by them. The ratings for Independent Directors were given by all the Directors excluding the Independent Director being evaluated. The evaluation for performance of Committees was given by the entire Board.

A consolidated summary of the ratings given by each of the Directors was then prepared separately for Independent & Non-Independent Directors, based on which a report on performance evaluation was prepared in respect of the performance of the Board, Directors individually and Committee(s).

The report on performance evaluation of Non Independent Directors so arrived at was then noted and discussed by the Nomination and Remuneration Committee.

The performance evaluation of Individual Directors including Chairman of the Board was done in accordance with the provisions of the Companies Act, 2013 and Listing Regulations and also based on the structured questionnaire mentioned above.

f. Familiarization programme for Independent Directors

SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015 and the applicable provisions of Companies Act, 2013 requires conduction of familiarization programme of the Independent Directors. On these lines, Board has always endeavored to keep Independent Directors updated about the latest happenings in the Company, Industry and legal framework, for which Periodic Familiarization Programmes are conducted for the Directors about nature of industry, Business Model, roles, rights, responsibilities of Independent Directors, Update on amendments in SEBI (Listing Obligations and Disclosure Requirements) Regulations, SEBI (Prohibition of Insider Trading) Regulations, SEBI (Depositories and Participants) Regulations, Guidelines issued by SEBI regarding Board evaluation and its applicability to the Company etc.

17. PARTICULARS OF EMPLOYEES AND OTHER DISCLOSURES

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in Annexure -4 forming part of the Annual Report.

18. AUDITORS

a) Statutory Auditors

At the 24thAnnual General Meeting held on 8th December, 2017, the shareholders approved the appointment of M/s Mukesh Raj & Co. Chartered Accountants, (Firm Registration No. 016693N), as Statutory Auditors of the Company until the conclusion of 29th Annual General Meeting to be held in the year 2022 subject to ratification by the shareholders every year.

Pursuant to the amendments made to Section 139 of the Companies Act, 2013 by the Companies (Amendment) Act, 2017 effective from 7th May, 2018, the requirement of seeking shareholders approval for ratification of appointment of Statutory Auditors has been withdrawn and accordingly, the Notice of the 26th Annual General Meeting does not include the proposal for seeking shareholders approval for ratification of Statutory Auditors appointment. The Company has received certificate of eligibility from M/s. Mukesh Raj & Co, in accordance with the provisions of the Companies Act, 2013 and rules made thereunder and a confirmation that they continue to hold valid peer review certificate as required under Listing Regulations.

The adverse remark contained in Statutory Auditors Report for the financial year 2018-19 and the Companys reply thereto is as follows:

Adverse Remark Company Reply
The remuneration paid by the Company to its Directors during the year is not in accordance with the provisions of Section 197 of the Act. During the last couple of years, the Indian Telecom industry has been going through a set of unprecedented circumstances and as a result of this industry upheaval, the standalone revenue of the Company dropped to an unforeseen level and the Profit before tax registered an unexpected decline of 94.88% over the previous year. Owing to the above factors, the financial performance of the Company in the financial year ended 31st March, 2019 did not meet expectations.
As a result, the remuneration paid to Mr. Ashok Gupta and Mr. Hardip Singh for the financial year 2018-19 exceeded the limits specified under Section 197 of the Companies Act, 2013 (the Act) read with Schedule V thereto. Pursuant to Section 197(10) of the Act, the members of the Company can waive the recovery of excess remuneration by passing a special resolution, therefore, resolutions seeking approval of shareholders for waiver of such excess remuneration paid has been proposed in the notice of the Annual General Meeting forming part of this Report.

Further, the observations of Statutory Auditors in its reports on standalone and consolidated financials are self-explanatory and therefore do not call for any further comments. The Auditors Report is enclosed with the financial statements in this Annual Report. The Auditors did not report any fraud during the year.

M/s Mukesh Raj & Co, Chartered Accountants have certified that the Company has complied with the mandatory requirements of Corporate Governance as stipulated in Listing Regulations. The same is annexed to this report as Annexure -5.

b) Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and as a measure of good Corporate Governance practice, the Company appointed M/s S.K. Batra & Associates, Company Secretaries, to undertake the Secretarial Audit of the Company. Secretarial Audit Report for the financial year 2018-19 as given by M/s S.K.Batra & Associates in the prescribed form MR-3 is annexed to this Report as Annexure -6.

The Adverse remarks contained in Secretarial Audit Report for the year under review and Companys reply thereto are as follows:

Adverse Remark Company Reply
Managerial Remuneration has been paid in excess of the limits prescribed in section 197 of the Companies Act, 2013 read with Schedule V of the Act although the Company is in process of obtaining approval from the shareholders at the ensuing Annual General Meeting for waiver of excess managerial remuneration paid during the FY 2018-19 During the last couple of years, the Indian Telecom industry has been going through a set of unprecedented circumstances and as a result of this industry upheaval, the standalone revenue of the Company dropped to an unforeseen level and the Profit before tax registered an unexpected decline of 94.88% over the previous year.
Owing to the above factors, the financial performance of the Company in the financial year ended 31st March, 2019 did not meet expectations and it is possible that the Company may also have inadequate profits in coming years. As a result of the above, the remuneration paid to Mr. Ashok Gupta and Mr. Hardip Singh for the financial year 2018-19 exceeded the limits specified under Section 197 of the Companies Act, 2013 (the Act) read with Schedule V thereto. Pursuant to Section 197(10) of the Act, the members of the Company can waive the recovery of excess remuneration by passing a special resolution, therefore, resolutions seeking approval of shareholders for waiver of such excess remuneration paid has been proposed in the notice of the Annual General Meeting forming part of this Report.
The Company has not expended any amount towards CSR activities as per the provisions of Section 135 of the Act. However in accordance with Section 134(3)(o) of the Act the Company has disclosed all the relevant information about its CSR Policy and its implementation including the reasons of non- spending. The Company could not spend requisite amount towards CSR activities as the Company dont have liquid cash due to drop down of standalone revenue of the Company to an unforeseen level. Once the financial position become stable, the company will ensure to spend requisite amount as per Section 135 of the Companies Act, 2013. Further, the Company has disclosed all the relevant information about its CSR Policy and its implementation including the reasons of non-spending of requisite amount in the annexure forming part of this Report.
Annual Financial Results of the Company for the quarter ended 31st March, 2019 was filed after the due date i.e. 30.05.2019 as the Board Meeting was adjourned due to lack of quorum. However, necessary disclosures/ intimations in this regard were given by the Company to Stock Exchanges and shareholders. The Company has always been meticulous in complying with the SEBI Regulations but the submission of financial results for the quarter ended 31st March, 2019 got delayed due to unavoidable circumstances i.e. Due to lack of quorum, the scheduled meeting dated 30.05.2019 was adjourned automatically on 06.06.2019 as per the provisions of Section 174 (4) of the Companies Act, 2013. Necessary disclosures/intimations in this regard were given by the Company to Stock Exchanges and shareholders.

Annual Secretarial Compliance Report

A Secretarial Compliance Report for the financial year ended 31st March, 2019 on compliance of all applicable SEBI Regulations and circulars/guidelines issued thereunder, was obtained from M/s S.K. Batra & Associates, Secretarial Auditors and submitted to both the Stock Exchanges i.e. NSE and BSE.

c) Cost Auditor

Maintaining cost records as specified by the Central Government under Section 148 (1) of the Companies Act, 2013 is not applicable on the Company. Therefore, no Cost Auditor was appointed by the Board of the Company.

19. DISCLOSURE UNDER 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,inter-alia, of "The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013". An Internal Committee has been set up to consider and redress all the complaints received regarding sexual harassment. All employees (permanent, contractual, temporary and trainees) are covered under this policy.

The following is a summary of sexual harassment complaints received and disposed-off during the Financial Year 2018-19:

• No. of complaints received Nil
• No. of complaints disposed-off N.A.

20. PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN

EXCHANGE EARNINGS AND OUTGO

Conservation of Energy

Considering the nature of business of the Company, energy does not form a significant portion of the cost for the Company yet wherever possible and feasible, continuous efforts are being put for conservation of energy and minimize power cost. However, Capital expenditure on energy conservation equipment is not required, keeping in view the normal energy consumption in the business activity of the Company. Various Steps are being taken for conservation of energy and using alternate sources of energy, to name a few:

Advocating switching off of lights and ACs when not required, turning off of PCs when not in use, setting higher temperatures on air conditioners etc. to reduce consumption.

Installed various energy saving electrical devices for saving energy.

Puts control on usage of other electrical equipments.

Technology absorption

Taking into consideration the nature of Business of Company, no technology is being used.

Foreign exchange earnings and Outgo

The Company has continued to maintain focus on and avail of export opportunities based on economic considerations.

Foreign Exchange Earning & Outgo details are as follows:

Foreign Exchange details* As on 31st March, 2019
(INR in Lacs)
Foreign Exchange Earnings (A) 3630
(Including deemed exports & sales through export houses)
Foreign Exchange Outgo (B) 7413
Net Foreign Exchange Earnings (A-B) (3783)

*The Figures are on receipt/payment basis.

21. SUBSIDIARIES

Subsidiaries acquired

During the year under review, Troosol Enterprises Private Limited ("Troosol"), has become the subsidiary of the Company.

Subsidiaries sold/liquidated

During the year under review, the following Companies ceased to be Subsidiaries of the Company:

1. Teleecare Network India Private Limited ("Teleecare") – due to decrease in shareholding of Optiemus Infracom Limited in Teleecare as a result of non-subscription in right issue made by Teleecare

Also, the following four subsidiaries of Teleecare has been ceased to be step down subsidiaries of Optiemus Infracom Limited:

a. International Value Retail Private Limited; b. MPS Telecom Retail Private Limited;

c. GDN Enterprises Private Limited; d. Teleecare Network (BD) Private Limited;

As on 31st March, 2019, the Company has 4 (Four) unlisted Subsidiary Companies namely:

1. Optiemus Electronics Limited;

2. FineMS Electronics Private Limited;

3. Optiemus Infracom (Singapore) Pte Limited and

4. Troosol Enterprises Private Limited

As on 31st March, 2019, the Company have to 1 (One) Associate Company viz. Teleecare Network India Private Limited.

In accordance with the provisions of Section 129(3) of the Companies Act, 2013 read with Rule 8 of Companies (Accounts) Rules, 2014, the Company has prepared its consolidated financial statement including all of its subsidiaries, associates which is forming part of this report.

The highlights of financial position and performance of its subsidiaries/associates are given in the statement containing salient features of the financial statements of the said subsidiaries/associates in Annexure -7 to this report.

In terms of Section 136 of the Companies Act, 2013, the Annual Report of the Company, containing therein its standalone and the consolidated financial statements has been hosted on the company website under the web link https://www.optiemus.com/investors.html. Further, the annual accounts of each of the said subsidiary companies of the Company have also been hosted on the company website under the web link https://www.optiemus.com/investors.html. Any shareholder who may be interested in obtaining a physical copy of the a foresaid documents may write to the Company Secretary. Further, please note that the said documents will be available for examination by the shareholders of the Company at its Registered & Corporate Office during business hours.

The Company has one material unlisted Companies namely M/s Optiemus Electronics Limited, where material subsidiary is defined in SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 to mean a subsidiary, whose income or net worth exceeds 20%* (Twenty percent) of the consolidated income or net worth respectively, of the listed entity and its subsidiaries in the immediately preceding accounting year.

*w.e.f. 1st April, 2019 the limit of 20% (Twenty percent) is reduced to 10% (Ten percent).

The Policy for determining ‘material subsidiaries is hosted on the website of the Company under the web link https://www.optiemus.com/investors.html.

22. RELATED PARTY TRANSACTIONS

There were no materially significant transactions with Related Parties during the financial year 2018-19 which were in conflict with the interest of the Company. During the year under reference, however, there were certain transactions with the related parties of the Company executed in ordinary course of business at arms length. The disclosure of such transactions as required under Companies Act, 2013 attached herewith as Annexure-8. Further, Suitable disclosures as required under IND AS have been made in Note no. 29 of the Notes to the financial statements.

The policy on Related Party Transactions as approved by the Board is hosted on the Companys website under the web link https://www.optiemus.com/investors.html.

23. SIGNIFICANT AND MATERIAL ORDERS

There are no significant and material order passed by the Regulators or Courts or Tribunals impacting the going concern status and Companys operations in future.

24. SHARE CAPITAL

The paid-up equity share capital as on 31st March, 2019 was INR 85.81 Crore.

There was no public issue, rights issue, bonus issue, preferential issue or redemption of shares etc. during the year. The Company has not issued shares with differential voting rights or sweat equity shares. Also, the Company has not granted any Stock Options during the year.

Further, in pursuance of merger of two (2) wholly owned subsidiaries viz. Oneworld Teleservices Private Limited and MPS Telecom Private Limited, the authorised share capital of the Company was increased to INR 1,28,98,00,000/- during the year.

25. ADEQUACY OF INTERNAL FINANCIAL CONTROLS

The Board reviews the adequacy and effectiveness of the internal financial controls from time to time. The Board, in consultation with the Internal Auditors monitors and controls the major financial risk exposures.

26. CORPORATE GOVERNANCE

Your Company strives to ensure that best corporate governance practices are identified, adopted and consistently followed. It is ensured that the practices being followed by the Company are in alignment with its philosophy towards Corporate Governance. Your Company believes that good corporate governance is the basis for sustainable growth of the business and effective management of relationship among constituents of the system and always works towards strengthening this relationship through corporate fairness, transparency and accountability. Your Company give prime importance to reliable financial information, integrity transparency, fairness, empowerment and compliance with law in letter and spirit.

Pursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate section titled ‘Corporate Governance has been included in this Annual Report, along with the reports on Management Discussion and Analysis.

27. COMLIANCE WITH SECRETARIAL STANDARDS ON BOARD MEETINGS

Your Company has complied with all the applicable provisions of the Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI).

28. ACKNOWLEDGEMENT

Your Directors wish to express their sincere appreciation for the co-operation and assistance received from the Bankers, Regulatory Authorities, Stakeholders including Customers and other business associates who have extended their valuable support and encouragement during the year under review.

The Directors also acknowledge the hard work, dedication, commitment and cooperation of the employees of the Company. The enthusiasm and unstinting efforts of the employees have enabled the Company to continue being a leading player in the Telecom Industry.

On behalf of the Board of Directors
For Optiemus Infracom Limited
Date : 30th August, 2019 Ashok Gupta
Place : Noida (U.P.) Executive Chairman
DIN: 00277434