Your Directors present the 38^th Annual Report and the Audited Accounts for the year ended on 31^st
March, 2024.

1. SUMMARY OF FINANCIAL PERFORMANCE DURING YEAR UNDER
REPORT:

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The financial results for the year ended 31^st March 2024 and the corresponding figures for the
last year are as under:

The Company had no manufacturing or trading activities during the period and has registered net
loss of Rs.2,44,000/- (Rupees Two lacs forty four thousand only).

2. AMOUNT SET ASIDE FOR TRANSFER TO GENERAL RESERVES & EPS ETC.:

The Company has incurred cash loss of Rs.2,44,000/- (Rupees Two lacs forty four thousand only)
and hence no comment has been offered as to Earning Per share. No amount is proposed to be
transferred to General Reserve.

3. DIVIDENDS:

The Company has not proposed any dividend in view of losses.

4. BRIEF DESCRIPTION OF THE COMPANY’S WORKING DURING THE YEAR/STATE
OF COMPANY’S AFFAIRS :

The Company had no manufacturing or trading activities during the period and has shown net loss of
Rs. 2,44,000/- (Rupees Two lacs forty four thousand only), during the period.

5. CHANGE IN THE NATURE OF BUSINES :

There is no change in the business of the company.

6. EXTRACT OF ANNUAL RETURN :

Pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies
(Management and Administration) Rules, 2014, the Annual Return is placed on the website of the
Company at the following link -

http://www.ohminditalia.com/pdf/annual report/Annual Report 31st March 2024.pdf

7. DIRECTORS AND KEY MANAGERIAL PERSONNEL :

The Board of the Company continues to be led by Ms. Sujata Mital and is well supported by the
Chief Financial Officer, other Board members and the compliance officer. Ms. Saachi Madnani
the Compliance Officer resigned w.e.f 14.10.2023. The Board appointed Ms. Sonam. A. Bhura
having Membership No 57723, as Company Secretary and Compliance Officer of the
Company with effect from January 03, 2024.

8. DIRECTORS & KMP WHO WERE APPOINTED OR RESIGNED DURING THE YEAR
UNDER REPORT :

The Compliance officer and Company Secretary of the company resided w.e.f. 14.10.2023 and new
Compliance officer approved w.e.f.03.01.2024

9. APPOINTMENT OF DIRECTORS IN PLACE OF THOSE RETIRING :

Mr. Navin Sheth, Director of the Company retires at this Annual General Meeting and being
eligible has offered himself for re-election. As he is also appointed as CFO of the Company w.e.f.
16.04.2016, and has attained the age of 78 years, the resolution for his reappointment needs to be
passed as a Special Resolution. Accordingly, a Special Resolution along with the Explanatory
statement under Sec.102(1) and additional information in terms of LODR and SS-2 is furnished as
part of the Notice of the AGM.

10. AUDITORS:

In terms of Section 139 of the Act, M/s. Shah Kailash & Associates LLP, a Peer Reviewed firm of
CAs, were appointed as statutory auditors of the Company for a period of two years from the
conclusion of 37^th Annual General Meeting to the conclusion of 39th Annual General Meeting to
audit the books of the Company for the financial year from 2023-24 and 2024-25.

M/s. Shah Kailash & Associates LLP, Chartered Accountants, conducted the statutory audit for the
financial year 2023 - 24. There are no qualifications, reservations, adverse remarks or disclaimers
made by the Statutory Auditors in their Audit Report for the financial year 2023 - 24.

11. SECRETARIAL AUDITOR :

The Company had appointed CS Ms. Neetu Agrawal of Neetu Agrawal and Associates, PCS, as
the Secretarial Auditor for the financial years 2022-23 and 2023-24. However, due to her sudden
illness and inability to continue as of July 26, 2024, the Company needed to find a replacement.
Given the urgency of filing the “Share Capital Audit Report” under Regulation 55A of SEBI
(D&P) Regulations by July 30 for the quarter ending June 30, 2024, the Board approached Ms.
Nisha Gidwani of Nisha & Associates, a peer-reviewed PCS (Membership No. A45729 and COP
No. 16658), to provide the required certification. Additionally, Ms. Nisha is also appointed as the
Secretarial Auditor for the year ending March 31, 2024, and for all Secretarial Audit matters for
the financial year 2024-25. The Board approved her appointment at the Board Meeting held on
13 ^th August 2024. The Secretarial Audit Report provided by Ms. Nisha Gidwani is attached.

12. MATERIAL CHANGES & EVENTS SUBSEQUENT TO THE DATE OF
FINANCIAL STATEMENTS:

There were no material changes and commitments affecting the financial position of the Company
which occurred between the end of the financial year to which these financial statements relate and
the date of this report.

13. PENALTY BY SEBI/DELISTING BY BSE :

At the last AGM Shareholders were informed about the IPN issued by the BSE proposing to delist
the Company’s shares. Presently the “status quo” continues. The final delisting order has not yet
been received.

Notice etc. received from SEBI/others: SEBI has issued Show Cause Notice (SCN) vide SCN No.
SEBI/HO/EAD/EAD5/P/OW/2023/9535/1&2 dated March 03, 2023.

As informed by the Board, the SEBI issued SCN stated above seeking explanation from the
Company of various alleged violations including mismatch of figures in “Reconciliation of

Share Capital” since some 1,74,000 shares in Demat form were reported by CDSL/NSDL.
Company has, replied on 10^th April 2023 and a hearing took place on the 31^st August 2023.
The enquiry officer passed his order vide ORDER/AN/PR/2023-24/30203 dated28th March
2024 (received on 3^rd April 2024) imposing penalty of Rs.3,00,000/- on the Company which
was paid on the10th May 2024.

14. MEETINGS OF THE BOARD :

The Board meets at regular intervals to discuss and decide on Company / business policy and
strategy apart from other Board business. The notice of Board meeting and agenda are circulated
at least a week prior to the date of the meeting and includes detailed notes on the items to be
discussed at the meeting to enable the Directors to take informed decisions. The Board met on Ten
(10) occasions during the financial year which are as follows:, 13.04.2023, 29.05.2023,
10.07.2023, 14.08.2023, 08.09.2023, 07.10.2023, 14.11.2023, 08.12.2023, 03.01.2024 and
13.02.2024

15. MEETINGS OF VARIOUS COMMITTEES OF THE BOARD :

Your Board has constituted the following Committees :

a) Audit Committee,

b) Nomination and Remuneration Committee, and

c) Stakeholders’ Relationship Committee.

Brief details of all the Committees along with their charters, composition and functioning are
provided in the “Report on Corporate Governance”, at part C of Ann II of this Annual Report.

The Committees held following meetings during the year:

Name of the Committee Dates of the Meetings :

Audit Committee 29^th May 2023, 14^th August, 2023,

14^th November, 2023 and and 13^th
February, 2024.

Nomination and Remuneration Committee 07^th October, 2023.

Stakeholders’ Relationship Committee 07^th October, 2023.

16. DIRECTORS RESPONSIBILITY STATEMENT PURSUANT TO SECTION 134 (3) (C )
OF THE CO.’S ACT2013.

The Directors state that :

a. In the preparation of Annual Accounts, the applicable accounting standards have been
followed along with proper explanation relating to material departures, if any,

b. Appropriate accounting policies have been selected and applied consistently and the
judgment and estimates made by them 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 financial year and of the Profit
or Loss of the Company for the year,

c. Proper and sufficient care has been taken for the maintenance of adequate accounting
records in accordance with the provisions of the Companies Act 2013 for safeguarding the
assets of the Company and for preventing and detecting fraud and other irregularities,

d. The annual accounts have been prepared on a going concern basis,

e. The Directors have laid down internal financial controls to be followed by the Company
and that such internal financial controls are adequate and were operating effectively,

f. The Directors have devised proper systems to ensure compliance with the provisions of all
applicable laws and that such systems were adequate and operating effectively.

17. FRAUD REPORTING :

No frauds have been reported by the Auditors u/s 143(12) of Companies Act, 2013.

¹⁸. BOARD INDEPENDENCE AND DECLARATION BY INDEPENDENT DIRECTORS :

The Independent Directors of the Company Mr. Dattatraya S.S. Amonkar DIN No
07132214 and Mr. Abhay Ganpat Dadarkar DIN No 06957764 have confirmed to the Board that
they meet the criteria of independence as specified under Section 149(6) of the Act and that they
qualify to be independent directors pursuant to the Rule 5 of the Companies (Appointment and
Qualification of Directors) Rules, 2014. They have also confirmed that they meet the requirements
of ‘Independent Director’ as mentioned under Regulation 16(1)(b) of the SEBI Listing Regulations.

Further, all the Independent Directors have affirmed that they have adhered and complied with the
Company’s Code of Conduct for Independent Directors which is framed in accordance with
Schedule IV of the Act.

The composition of the Board is in accordance with Regulation 17 of the SEBI Listing Regulation
read with Section 149 of the Act, with an appropriate combination of Non-Executive Directors and
Independent Directors. The detailed list of Directors of the Company has been disclosed as part of
the Corporate Governance Report.

The Board is of the opinion that the Independent Directors of the Company possess requisite
qualifications, experience, expertise (including proficiency, as applicable) and hold highest
standards of integrity.

19. SECRETARIAL AUDIT REPORT :

The Secretarial Audit Report provided by CS Nisha & Associates, Practising Company Secretary
(PCS) is appended as required under the Provisions of Sec.204(1) of the Companies Act, 2013.

20. BOARD COMMENTS/CLARIFICATIONS ON AUDITORS’ REMARKS IN THE AUDIT
REPORT/SECRETARIAL AUDIT REPORT :

i) There are no qualifications, reservations or adverse remarks or disclaimers made by M/s. CA
Shreyans Shah, Statutory Auditors, in their report made under Sec.143(3) of the Companies
Act,2013.

ii) The board comments in response to the remarks of the Secretarial Auditor are given in
Annexure I. The Company could not fulfil some of the requirement due to extreme financial
hardship including dematerialisation of shares and maintenance of DN Database. .

21. COMPANY’S POLICY RELATING TO DIRECTORS APPOINTMENT,
REMUNERATION AND EVALUATION CRITERIA:

The Co.’s has formulated a Policy for Director’s appointment, remuneration including criteria for
determining qualifications, positive attributes, independence of a Director and other matters
provided under Section 178(3) of the Companies Act 2013. The Nomination and Remuneration
committee is entrusted with the task of identifying, selection and recommending to the Board as
regards tenure, terms, remuneration etc. It is detailed in Corporate Governance Report. No
remuneration is paid to any Director other than Managing Director and CFO.

22. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION
186:

The Company had not extended any loans, made any investments or given guarantees or provided
any security for loans extended to third parties covered by the provisions of sub- section (2) of
Section 186 of the Companies Act, 2013.

22 PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED
PARTIES:

There were no related party transactions within the meaning of Section 188(1) of the Companies
Act 2013, during the year. Hence there are no particulars to report in form AOC-2.

23. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND :

There are no dividends lying unpaid or unclaimed for a period of seven years which are required
to be transferred to Investor Education and Protection Fund (IEPF).

24. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION ANDFOREGIN
EXCHANGE EARNING AND OUTGO:

25. RISK MANAGEMENT POLICY:

The company had no business activity during the past financial year under report.

The main business activities of the company are Distribution of Biotechnology Products such as
Diagnostic Tests, Antigens, antibodies, Reagents, Peptides, Enzymes, Toxins, Resins, Unusual
Amino acids etc. relating to medical and pharma industry and Leasing of Refrigerated Containers.
The Company has developed and implemented a risk management policy which identifies, assess,
monitor and mitigate major risks which may threaten the existence of the Company. The same has
also been adopted and discussed by the Audit Committee and Board of Directors of the Company
and is also subject to its review from time to time. Risk mitigation process and measures have been
also formulated and clearly spelt out in the said policy.

The Company’s internal control systems are commensurate with the nature of its proposed
businesses and the size and complexity of its operations. These are routinely tested and certified
by Statutory as well as Internal Auditors.

Significant audit observations and follow up actions thereon are reported to the Audit Committee.

26. COMPANY’S POLICY ON ITS CORPORATE SOCIAL RESPONSIBILITY :

The provisions of Section 135 of the Companies Act 2013, relating to Corporate Social
Responsibility are not applicable to the company.

27. MANNER OF FORMAL ANNUAL EVALUATION POLICY FOR BOARD, ITS
COMMITTEES AND INDIVIDUAL DIRECTORS :

The evaluation framework for assessing the performance of Directors comprises of the following key
areas:

i) Attendance of Board Meetings and Board Committee Meetings

ii) Quality of contribution to Board deliberations

iii) Strategic perspectives or inputs regarding future growth of Company and its
performance

iv) Providing perspectives and feedback going beyond information provided by the
management

v) Commitment to shareholder and other stakeholder interests

The process involves self-evaluation by the Board Member and subsequent assessment by the
Board of Directors. A member of the Board is not allowed to participate in the discussion of his /
her evaluation.

28. INTERNAL FINANCIAL CONTROL SYSTEMS AND ITS ADEQUACY:

The Board has adopted accounting policies which are in line with Section 133 of the Act read with
the Companies (Indian Accounting Standards) Rules, 2015.

The Company has put in place adequate internal controls with reference to accuracy and
completeness of the accounting records and timely preparation of reliable financial information,
commensurate with the size, scale and complexity of operations and ensures compliance with
various policies and statutes in keeping with the organisation’s pace of growth, increasing
complexity of operations, prevention and detection of frauds and errors. The design and
effectiveness of key controls were tested and no material weaknesses were observed.

29. DEPOSITS :

The Company has neither accepted nor renewed any deposits during the year.

30. VIGIL MECHANISM :

The Company has established a vigil mechanism for Directors and employees to report their
genuine concerns. 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 co
employees and the Company.

31. DISCLOSURE UNDER REGULATION 34 (3):

The disclosures required to be made under regulation 34(3) of LODR, 2015 [Schedule V] forms part
of this report as Annexure II.

32. COMPANIES WHICH HAVE BECOME OR CEASED TO BE SUBSIDIARY,

JOINT VENTURE AND ASSOCIATE COMPANIES AND THEIR
PERFORMANCE :

There are no subsidiary companies as on March 31, 2024 within the meaning of Section 2(87) of
the Companies Act, 2013 and there is no associate or joint Venture Company within the meaning
of Section 2(6) of the Companies Act, 2013 (“Act”) as on March 31, 2024.

33. MANAGEMENT’S DISCUSSION AND ANALYSIS REPORT :

The Management’s Discussion and Analysis Report for the year under review, stipulated under
LODR, 2015 forms Para B of Annexure II to the report.

34. SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS:

During the year NO orders were passed by the regulators or courts or tribunals impacting the
going concern status and company’s operations. BSE had issued Initial Public Notice in national
and local newspaper for Compulsory Delisting of Company’s equity shares on 24^th June 2023.

This is dealt with in para 14 of the Report.

35. DETAILS OF DIRECTORS AND EMPLOYEES SALARIES UNDER SEC.197(12) OF THE
ACT :

The details prescribed under Sec.197(12) and Rule 5(1) of the Co.’s (Appt. and
Remuneration of Managerial Personnel) Rules are given in “Annexure III.

36. CEO & CFO CERTIFICATION :

Ms. Sujata Mital, Managing Director DIN 01826116 and Mr. Navin Sheth, Director & CFO DIN
No.02501231, have provided the Certificate pursuant to provisions of Regulation 17(8) of the
Listing Obligations Disclosure Requirements, 2015, to the Board which met on 30^th May 2024,

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for considering the financial statements of the Co. relating to financial year ended 31^st March,
2024 and is appended at Annexure IV.

37. DISCLOSURE UNDER SEC. 22 OF THE SEXUAL HARASSMENT OF WOMEN
AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013 :

Since the company has less than 10 workers, and No female employees, the provisions relating to
constitution of an

Internal Complaints Committee etc. under the above Act are not applicable to the Company.

38. COMPLIANCE WITH SECRETARIAL STANDARDS:

During the year under review, the Company has complied with the standards laid as down in SS-1
and SS-2.

38. ACKNOWLEDGEMENTS:

The Board of Directors thanks the Investors for their patience and faith shown by them
during the period of extreme hardship for the Company.

For and on behalf of the Board
Sd/- Sd/-

Place : Mumbai Managing Director Director and Chief

Finance Officer

Date : 06/09/2024 DIN 01826116 DIN 02501231