Omnitex Industri Director Discussions


Dear Members,

Your Directors have pleasure in presenting the 37th Annual Report together with the Audited Financial Statement

1. FINANCIAL RESULTS

2022-23 2021-22
(Rs. in lakhs) (Rs. in lakhs)
Revenue from Operations 34.05 41.05
Other Income 3.25 3.46
Profit / (Loss) before Financial Charges, Depreciation and (12.69) (16.20)
Less Financial Costs 0.95 0.89
Depreciation 6.08 6.76
Profit / (Loss) before Tax expenses (19.72) (23.85)
Current Tax 0.00 0.00
Deferred Tax 0.00 0.00
MAT Credit Entitlement 0.00 0.00
Prior Period Adjustment for Taxes 0.97 0.00
Profit / (Loss) after Tax (20.69) (23.85)
Add: Loss brought down from earlier years (106.26) (82.41)
Amount Carried to Reserves 0.00 0.00
Balance (Loss) carried to Balance Sheet (126.95) (106.26)

2. DIVIDEND

In view of the carry forward losses, your Directors are not in a position to recommend payment of any dividend for the year and regret 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 business of the company has achieved a top line of Rs. 34.05 lakhs as against Rs. 41.05 lakhs in the previous year. There is a marginal reduction in the other income.

The Company has suffered a loss after tax of Rs. 20.69 lakhs against Loss after tax of Rs. 23.85 lakhs during the previous year. The Company expects the situation to improve in the year 2023-24. During the year under review, there is no change in the nature of business.

5. BOARD MEETINGS / COMMITTEE MEETINGS Board Meetings

Four Board Meetings were held in the year 2022-23 and the gap between two Board Meetings did not exceed 120 days. The same were held on, 30th May 2022, 27th July 2022, 14th November 2022 and 14th February 2023.

Name of the Directors No of Meeting entitled to attend Board Meetings Attended During 2022-23
Mr. Ashok M. Bhawnani 4 4
Mr. Narendra Dalmia 4 4
Mr. Amit R. Dalmia 4 4
Mr. Durgaprasad S. Sabnis 4 4
Name of the Directors No of Meeting entitled to attend Board Meetings Attended During 2022-23
Mr. J. Ramakrishnan 4 4
Ms. Kala Agarwal 1 1
Ms. Meghna M Savla 2 2

Ms. Kala Agarwal resigned from the Board of Directors w.e.f. 30th May 2022. Ms. Meghna M Savla was appointed as Director w.e.f. 27th July 2022

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 2022-23
Mr. Amit R. Dalmia Chairman 4 4
Mr. J. Ramakrishnan Member 4 4
Ms. Kala Agarwal Member 1 1
Mr. Durgaprasad S. Sabnis Member 1 1
Ms. Meghna M Savla Member 2 2

The Board has accepted all recommendations of Audit Committee.

Four meetings of Audit Committee were held in the year 2022-23 on 30th May 2022, 27th July 2022, 14th November 2022 and 14th February 2023.

Ms. Kala Agarwal ceased to be member of Audit Committee w.e.f. 30th May 2022 and Mr. Durgaprasad S. Sabnis has been appointed as a member of Audit Committee w.e.f. 30th May 2022.

Mr. Durgaprasad S. Sabnis ceased to be member of Audit Committee w.e.f. 27th July 2022 and Ms. Meghna M Savla has been appointed as a member of Audit Committee w.e.f. 27th July 2022.

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 2022-23
Mr. Amit R. Dalmia Chairman 1 1
Mr. Durgaprasad Sabnis Member 1 1
Mr. J. Ramakrishnan Member 1 1
Ms. Meghna M Savla Member Nil Nil

One meeting of Nomination and Remuneration Committee was held in the year 2022-23 and the meeting was held on 27th July 2022.

Ms. Kala Agarwal ceased to be member of Nomination and Remuneration Committee w.e.f. 30th May 2022 and Mr. J. Ramakrishnan has been appointed as a member of Nomination and Remuneration Committee w.e.f. 30th May 2022.

Mr. J. Ramakrishnan ceased to be member of Nomination and Remuneration Committee w.e.f. 27th July 2022 and Ms. Meghna M Savla has been appointed as a member of Nomination and Remuneration Committee w.e.f. 27th July 2022.

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 2022-23
Mr. Durgaprasad Sabnis Chairman 2 2
Ms. Meghna M Savla Member 2 2
Mr. J Ramakrishnan Member 2 2

Two meeting of Stakeholder Relationship Committee / Share Transfer Committee was held in the year 2022-23 on 14th November 2022 and 14th February 2023.

Independent Directors Meeting:

During the financial year ended 31 st March 2023 one meeting of the Independent Directors was held on 14th February 2023, in which both the Independent Directors have attended the meeting.

6. DIRECTORS RESPONSIBILITY STATEMENT Your Directors state that:

(i) in the preparation of the annual accounts, the applicable Indian Accounting Standards (Ind AS) 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 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 declarations required under Section 149(7) of the Companies Act, 2013 from the Independent

Directors of the Company confirming that they meet the criteria of independence under Section 149(6) of the Companies Act, 2013, have been duly received by the Company along with a declaration of compliance of sub-rule (1) and sub-rule (2) of Rule 6 of Companies (Appointment of Directors) Rules 2014. The independent directors have also complied with the Code for Independent Directors prescribed in Schedule IV to the Act and Code of Conduct for Directors and senior management personnel. In the opinion of the

Board, there has been no change in the circumstances which may affect their status as Independent

Directors of the Company.

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 "II" to this report. The said policy is also available on Companys website www.omnitex.com.

9. COMMENTS ON QUALIFICATION, RESERVATION OR ADVERSE REMARK

Statutory Auditors

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 Auditors

As required by Section 204 of the Act, 2013, the Secretarial Audit Report for the year 2022-23 for auditing the Secretarial and related records is attached herewith as Annexure "IV" to the Boards Report. There are no qualifications, adverse remark or reservations in the SecretarialAuditors report.

10. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS Loans

The Company has not given any loans during the current year and there is no loan outstanding as at 31st March 2023.

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 2023.

Investments

Company has not made any fresh / additional investments during the current year. Company continues to hold investments in the equity of Strata Geosystems (India) Private Limited amounting to Rs. 323.31 lakhs as per details given in Note 1.12 to the Financial Statements. Also refer paragraph 12 below.

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

The Company being party to Share Subscription and Purchase Agreement executed on 20th June 2023 along with Strata Systems Incorporated ("Strata (USA)"), Strata Geosystems India Private Limited, Glen Raven Technical Fabrics, LLC, Mr. Gul Ramchand Advani, Mr. Rajesh Gul Advani, Mr. Ashok M Bhawnani, Mrs. Indira Ramakrishnan, Mr. Chandrashekhar Kanade, Mrs. Manorama Dalmia, Mrs. Shaily Saraogi and Hella Infra Market Private Limited has agreed to sale of the investment of 7,45,098 equity shares of Strata Geosystems India Private Limited at a price of INR 1,722.25 (Indian Rupees One Thousand Seven Hundred Twenty-Two and Twenty-Five Paise Only) per equity share aggregating consideration of INR 12,832.45 lakhs (Indian Rupees One Hundred Twenty-Eight Crores Thirty-Two Lakhs Forty-Five Thousand Only).

Other Modalities to complete the sale of shares are in progress.

Further, the Company has executed a Sale Deed as on 12th July 2023 for the sale of its property situated at Unit No. 317, 318 and 319, Tantia Jogani Industrial Premises Co-op. Soc. Ltd., Sitaram Mills Compound, J. R. Boricha Marg, Lower Parel East, Mumbai – 400 011 for a consideration of Rupees 351.00 lakhs (Rupees Three Crores Fifty One lakhs Only).

The Company has handed over the possession of the property on execution of the Sale Deed.

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

Disclosures 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. BOARD EVALUATION

Pursuant to Section 178(2) of the Companies Act, 2013, the Nomination and Remuneration Committee has carried out evaluation of performance of every Director. The Board has carried out an Annual performance evaluation of its own performance, of the Directors individually as well as evaluation of the working of its various Committees. The performance evaluation of Independent Director was carried out by the entire Board excluding the Director being evaluated. The performance evaluation of the Chairman and Non-Independent Director was carried out by the Independent Director at their separate Meeting.

The Directors expressed their satisfaction with the evaluation process.

17. FAMILIARIZATION PROGRAMS OF INDEPENDENT DIRECTORS

Your Company has established familiarization and induction program. Further, at the time of the appointment of an Independent Director, the Company issues a Letter of appointment outlining his / her role, function, duties and responsibilities.

18. JOINT VENTURE / SUBSIDIARY / ASSOCIATE COMPANY

The Company does not have any Subsidiary / Joint Venture / Associate company. Thus the provisions of information in form AOC-1 are not applicable to the Company.

There were no companies which have become/ceased to be Subsidiaries, Joint Ventures and Associate Companies during the year.

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.

Ms. Kala Agarwal, Independent Woman Director resigned from the Board of Directors w.e.f. 30th May 2022. Ms. Meghna M Savla was appointed as Additional Independent Women Director for a period of 5 years w.e.f. 27th July 2022 at the meeting Board of Directors held on 27th July 2022 and her appointment was confirmed by the shareholders in the th September 2022. Annual General

The Company Secretary Ms. Karishma Waghela has resigned from the position of Company Secretary and Compliance Officer w.e.f. 2nd May 2023.

The Directors are taking steps to appoint a suitable Candidate as the Company Secretary and Compliance

Officer.

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, 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 Financial Year: NIL

III. The percentage increase in the median remuneration of employees in the Financial Year: NIL IV. The No. of Permanent Employees on the roll of Company: 2 V. Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financialyear 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 per the remuneration policy of the Company we affirm VI. Affirmation 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 Auditors

M/s. JMT & Associates, Chartered Accountants having Firm registration no. 104167W were appointed as Auditors of the Company in the 35th AGM of the Company held on 30th September 2021 for a term of 5 (Five) consecutive years i.e. upto the conclusion of AGM to be held in the year 2026.

The audit report of M/s. JMT & Associates, Chartered Accountants on the Financial Statements of the

Company for the financial year 2022-23 forms part of this report

Secretarial Auditors

M/s. Shiv Hari Jalan & Co., Company Secretary (Membership No. FCS 5703, CP NO. 4226) was appointed as Secretarial Auditors for the Financial year 2022-23. They have submitted their resignation due to preoccupation w.e.f. 3rd April 2023. The Company has appointed M/s. JSD & ASSOCIATES, PRACTISING

COMPANY SECRETARIES (Membership No. ACS 50447, CP No. 18523) having Peer Review Certificate

No.: 3479/2023 as Secretarial Auditors for the Financial year 2022-23 in their place. Secretarial audit report as issued is annexed herewith as "Annexure IV".

Cost Auditors

The appointment of cost auditor is not applicable to the Company.

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

COMPAN?S OPERATIONS IN FUTURE

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

24. INTERNAL FINANCIAL CONTROLS

M/s. A. S. Sureka & Associates, Chartered Accountants, Mumbai was re-appointed as the Internal Auditors of the Company for the Financial Year 2022-23. Based on the reports of Internal Audit function, corrective action are undertaken in the respective areas and thereby strengthening the internal controls.

During the year under review, no material or serious observation has been made by the Internal Auditors of the Company for any inefficiency or inadequacy of such internal controls.

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 III".

27. STATEMENT ON COMPLIANCES OF SECRETARIAL STANDARDS:

The Board of Directors has complied with applicable Secretarial Standards as specified under section 118 of Companies Act, 2013.

28. EXTRACT OF ANNUAL RETURN:

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return of the Company as on March 31, 2023 is available on the website of the Company at www.omnitex.com.

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 2022-23, 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) and (t) 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 Net worth 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. UNCLAIMED DIVIDEND AND UNCLAIMED SHARES

As at 31st March 2023 there is no unpaid / unclaimed Dividend and the shares to be transferred to the Investor Education & Protection Fund.

32. BUSINESS RESPONSIBILITY REPORT

Pursuant to Regulation 34 of the SEBI Listing Regulations, top one thousand listed entities based on market capitalization (calculated as on 31st March of previous financial year) shall provide Business Responsibility Report for the financial year 2022-23. The Company is outside the top thousand listed entities. In view of this, Business Responsibility Report is not applicable.

33. CODE OF CONDUCT FOR PROHIBITION OF INSIDER TRADING

Your Company has in place a Code of Conduct for Prohibition of Insider, which lays down the process for trading in securities of the Company by the Designated Persons and to regulate, monitor and report trading by the employees of the Company either on his / her own behalf or on behalf of any other person, on the basis of Unpublished Price Sensitive Information. The aforementioned amended Code, as amended, is available on the website of the Company.

34. ISSUE OF SHARES ETC. i The Company has not issued any shares with differential rights and hence no information as per provisions of Section 43(a)(ii) of the Act read with Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished. ii. The Company has not issued any sweat equity shares during the year under review and hence no information as per provisions of Section 54(1)(d) of the Act read with Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished. iii. The Company has not issued any equity shares under Employees Stock Option Scheme during the year under review and hence no information as per provisions of Section 62(1)(b) of the Act read with Rule 12(9) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

35. GENERAL DISCLOSURE: i. The Company has not issued equity shares with differential rights as to dividend, voting or otherwise. ii. There are no applications made by or any proceedings pending against the Company under the Insolvency and Bankruptcy Code, 2016, during the year under review. iii. During the year under review, there were no instance of one-time settlement with banks or financial as enumerated under Rule 8(5)(xii) of Companies institutionsandhencethedifferences

(Accounts) Rules, 2014, as amended, do not arise.

Regulators, Courts, Tribunals impacting going concern iv. NoSignificant status and status of companys operations in future. v. During the year under review there are no shares in the demat suspense account or unclaimed suspense account of the Company.

36. LISTING WITH STOCK EXCHANGE:

The Companys Equity Shares are listed at BSE Limited with script code 514324. The Company confirms that it has paid the Annual Listing Fees for the year 2022-23 and 2023-24 to BSE where the Companys Shares are listed.

37. 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
Narendra Dalmia Ashok M Bhawnani
Place: Mumbai Managing Director Director
Date: 10th August 2023 (DIN 00071559) (DIN 00058344)