Your Directors have pleasure in presenting the Thirtieth Annual Report together with the Audited Accounts of yourcompany for the Financial Year ended on 31st March 2024.
The financial results of the Company during the year under review as compared to the previous year are summarizedas under:
/'Rq In I akhc:\
PARTICULARS
Amount as on 31.03.2024
Amount as on 31.03.2023
Sales & Other Income
5.81
Profit / (Loss) before Depreciation and Tax
(9.71)
(15.45)
Less: Depreciation
-
Profit / ( Loss) before Tax
Provision for Deferred Tax Asset
Profit / (Loss) after Tax
Number of Shares
17218759
EPS Basic & Diluted
(0.05)
(0.09)
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, 2013The Board has decided not to transfer any amount to the Reserves for the year under review.
The company has not accepted any public deposits during the financial year.
Information on the operations and financial performance, among others for the period under review, is given in theManagement Discussion and Analysis Report which is annexed to this Report and is in accordance with the SEBI(Listing Obligation and Disclosure Requirements) Regulations, 2015.
There has been no change in nature of business of the Company during the FY under review.
As on the date of the Report the Board comprises of 4 directors of whom 3 are independent including a womandirector. There is no change in the KMP during the year under review.
The Company has received necessary declaration from each Independent Directors of the Company under Section149(7) of the Companies Act, 2013 that the Independent Directors of the Company meet with the criteria of theirindependence laid down in Section 149(6).
The Company has no subsidiary Companies as of March 31,2024.
There have been no material changes and commitments, which affect the financial position of the Company whichhave occurred between the end of the FY and the date of this Report.
During the year, 6 Board Meetings were convened and duly held. The details of which are given in the CorporateGovernance Report, which forms part of this report. The intervening gap between the Meetings was within the periodprescribed under the Companies Act, 2013.
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 CorporateGovernance Report. All the recommendation made by the Audit Committee was accepted by the Board of Directors.
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 /"
The Company has established a vigil mechanism called Whistle-blower policy for its directors and employees toreport genuine concerns pursuant to the provisions of Section 177(9) & (100 of the Companies Act, 2013 and as perRegulation 22 of SEBI (LODR), Regulations, 2015. The details of the Whistle blower is explained in the CorporateGovernance Report and also posted in the website of the Company.
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 andestimates that are reasonable and prudent to give a true and fair view of state of affairs of the Company at the end ofthe 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 inaccordance with the provisions of the Companies Act for safeguarding the assets of the company and for preventingand 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 internalfinancial 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 thatsuch systems were adequate and operating effectively.
During the year your company had not given any Loans, provide any Guarantee covered under the provisions ofSection 186 of the Companies Act, 2013.
The weblink for accessing extract of annual return is https://www.omniaxs.co.inAUDITORS
The present Auditors B B Gusani and Associates, Chartered Accountants (FRN/ M.No. 140785W) who wereappointed for a period of 5 years, pursuant to the resolution passed by the members at the Annual General Meetingof the Company held on 21st September, 2023 continue as statutory auditors of the company upto the conclusion ofthis AGM to the conclusion of the 36th AGM.
The Auditor's Report does not contain any qualifications, reservations or adverse remarks.
Secretarial audit report in Form MR-3 as given by Mr. S. Ganesan, Practicing Company Secretary is annexed to thisReport. The Report does not contain any qualifications, reservations or adverse remarks.
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.
There are no significant and material order passed by the regulators or Courts or Tribunals impacting the goingconcern status and the company's operations in future.
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 riskperception. The said policy is drawn up based on the guidelines of SEBI and stock exchanges issued in this regard.
The Company does not fall into the criteria stipulated for the applicability of Section 135 of the Companies Act, 2013and hence the provisions of the section is not applicable.
During the year under review, there was no transaction with related party that needs to be reported.
As there are no women employee the need for setting up of Internal Complaints Committee does not arise.
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 forPrevention of Insider Trading” (“the Insider Trading Code”). The object of the Insider Trading Code is to setframework, rules and procedures which all concerned persons should follow, while trading in listed or proposed to belisted securities of the Company. During the year, the Company has also adopted the Code of Practice andProcedures 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 Company'swebsite. www.omniaxs.co.in
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 outan annual performance evaluation of its own performance, the directors individually as well as the evaluation of theworking of its Audit, Nomination & Remuneration and Stakeholders Relationship Committee. The performanceevaluation of the independent directors was carried out by the entire Board. The Directors expressed their satisfactionwith the evaluation process and the performance of the Board.
The shares of the company are listed with Bombay Stock Exchange.
The report on Corporate Governance as SEBI (LODR), Regulations, 2015 along with the Auditors' Certificate for itsdue compliance forms part of the Annual Report. Your company has taken adequate steps for compliance with theCorporate Governance guidelines, as amended from time to time.
None of the employees of the Company received remuneration in excess of the limits prescribed Under Rule 5(2) ofThe 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
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 theirappreciation for the whole hearted commitment and contribution made by all the employees and look forward to theircontinued support.
For and on behalf of the Board of Directors
Place: Chennai (K. Ramakrishnan) (A.Govindaraj)
Date: 13.08.2024 WholeTime Director Director
DIN: 00218129 DIN:03496870