Directors Report of Omega Interactive Technologies Ltd.

Mar 31, 2015

Dear Members,

The Directors have great pleasure in presenting the Twenty First Annual Report together with the Audited Accounts of the Company for the year ended 31st March, 2015.

FINANCIAL HIGHLIGHTS : (In Rs)

Year ended Year ended Particulars 31.03.2015 31.03.2014

Sales & Other Income 5,79,302 7,20,626

Profit / (Loss) before tax and appropriations 2,31,964 1,21,177

Profit / (Loss) after tax 1,87,800 98,077

Add : Balance brought forward from previous year 6,73,775 5,75,698

Less: Difference of earlier years Depreciation (39,198) 0

Profit / (Loss) available for disposal 8,22,377 673775

Proposed Dividend 0 0

Corporate Tax on Proposed Dividend 0 0

Transfer to General Reserve 0 0

Profit carried forward 8,22,377 673775

OPERATIONAL REVIEW :

Your Company has earned income of Rs.5,79,302 during the current year as compared to Rs.7,20,626. earned in previous year. The company has achieved Net Profit after Taxes of Rs.1,87,800 as compared to Net profit of Rs.98,077 in immediately preceding financial year. The Company has posted better operational and financial performance for the year under review, which has happened due to the commitment and untiring efforts of management.

DIVIDEND :

In viewof Nominal profits after taxes, the Directors have decided not to recommend any dividend for the year ended 31st March, 2015.

SHARE CAPITAL OF THE COMPANY :

The Paid up Equity Share Capital,as at 31st March, 2015 was Rs. 50,00,000/- divided into 5,00,000 Equity shares,having face value of Rs. 10/- each fully paid up. During the year under review, the Company has not issued any shares with differential voting rights nor granted any stock options nor sweat equity.

SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES:

The Company does not have any subsidiaries, joint ventures or associate companies.

FIXED DEPOSITS:

Your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014 during the year.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

There was no loans, guarantees or investments made by the Company under Section 186 of the Companies Act, 2013 during the year under review and hence the said provision is not applicable.

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:

The Provisions of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules 2014, were not applicable to the Company for the Financial Year 2014-15.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant and material orders passed by the Regulators or Courts that would impact the going status of the Company and its future operations.

DIRECTORS RESPONSIBILITY STATEMENT :

To the best of our knowledge and belief and according to the information and explanations obtained, Directors make the following statement in terms of Section 134 of the Companies Act, 2013:

(a) in the preparation of the Annual Accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any;

(b) 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 of the company for that period;

(c) 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;

(d) the Directors had prepared the annual accounts on a going concern basis;

(e) 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.

(f) 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.

EXTRACT OF ANNUAL RETURN :

The details forming part of the extract of the Annual Return in form MGT-9, as required under Section 92 of the Companies Act, 2013, is included in this Report as Annexure 'A'and forms an integral part of this Report.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL :

Your Company has three (3) Directors of which all are Independent Directors.

(i) Mrs. Renu Soni (DIN 02651979) resigned from the Board w.e.f. 30th March, 2015. The Board placed on record its appreciation for the valuable services rendered and contribution made by Mrs. Renu Soni during her tenure as Director of the Company.

(ii) During the year under review, the Company has appointed Mrs. Subrata Paul as an Additional/ Independent Director of the Company with effect from 30th March, 2015. Your Board proposes to regularize her appointment and appoint her as an Independent Director of the Company under Section 149 and 161(1) of the Act for one term of Five Years commencing from 30th March, 2015.

All Independent Directors have given declaration that they meet the criteria of independence as laid under Section 149(6) of the Companies Act, 2013 and Clause 49 of Listing Agreement.

During the year under review, the Company has not appointed any persons as the Key Managerial Personnel.

BOARD EVALUATION :

Pursuant to the provisions of the Companies Act, 2013, and Clause 49 of the Listing Agreement, the Board has carriedout an evaluation after taking into consideration various aspects of the Board's functioning, composition of the Board and its Committees, culture, execution and performance of specific duties, remuneration, obligations and governance.The Board of Directors expressed their satisfaction with the evaluation process.

Number of Meetings of The Board of Directors:During the year 5 Board Meetings were convened and held on 30.05.2014, 13.08.2014, 15.11.2014, 14.02.2015 and 30.03.2015.Details of these are as follows:

No. of meetings Name of the Director Category of during the year Directorship Held Attended

Mr. Krishan Kumar Non-executive, 5 5 Bhajanlal Rathi Independent Chairman

Mr. Rajesh Srinivwas Non-executive, 5 5 Nawathe Independent Director

Mrs. Renu Soni Non-executive, 5 5 (Ceased w.e.f. Non-Independent 30.03.2015) Director

Mrs. Subrata Paul Non-executive, - - (Appointed w.e.f IndependentDirector 30.03.2015)

AUDIT COMMITTEE:

In accordance with the provisions of the Listing Agreement and Corporate Governance, the Company has constituted an Audit Committee comprising of three Directors. The Board terms of reference of the Audit Committee are in consonance with the provisions of Section 177 of the Companies Act, 2013 and of the Listing Agreement.

The Committee acts as a link between the Management, the statutory Auditors and the Board of Directors of the Company. The Committee focuses its attention on monitoring the financial reporting system within the Company, considering Quarterly & Annual Financial Results of the Company and submitting its observations to the Board of Directors before its adopted by the Board, review of internal audit report, internal control system, audit methodology and process, major accounting policies and practice, compliance with accounting standards. Committee also reviews the legal compliance reporting system.

The particulars of Members of Audit Committee and their attendance at the Meetings are as under:

Name of the Director Designation Category of Directorship

Mr. Krishan Kumar Chairman Non-Executive, Bhajanlal Rathi Independent Director

Mr. Rajesh Srinivwas Member Non-Executive, Nawathe Independent Director

Mrs. Renu Soni Member Non-executive, (Ceased w.e.f. 30.03.2015) Non-Independent Director

Ms. Subrata Paul Member Non-Executive (Appointed w.e.f. 30.03.2015) Independent Director

Name of the Director No. of meetings during the year

Held Attended

Mr. Krishan Kumar 4 4 Bhajanlal Rathi

Mr. Rajesh Srinivwas 4 4 Nawathe

Mrs. Renu Soni 4 4 (Ceased w.e.f. 30.03.2015)

Ms. Subrata Paul - - (Appointed w.e.f. 30.03.2015)

The Audit Committee meetings were held on 30th May, 2014, 13th August, 2014, 15th November 2014 and 14th February, 2015and all the member Directors of Audit Committee were present.

NOMINATION & REMUNERATION COMMITTEE & ITS POLICY :

The Company has renamed the existing Remuneration Committee to "Nomination and Remuneration Committee" pursuant to Section 178 of the Companies Act, 2013. The Board of Directors has framed a policy which lays down a framework in relation to remuneration of Directors, Key Managerial Personnel and Senior Management of the Company. The policy lays down the criteria determining qualifications, positive attributes, independence of a director and other matters pursuant to the provisions of sub-section (3) of Section 178 of the Companies Act, 2013.

The particulars of Members of Nomination & Remuneration Committee and their attendance at the Meetings are as under :

Name of the Director Designation Category of Directorship

Mr. Krishan Kumar Chairman Non-Executive, Bhajanlal Rathi Independent Director

Mr. Rajesh Srinivwas Member Non-Executive, Nawathe Independent Director

Mrs. Renu Soni Member Non-executive, (Ceased w.e.f. 30.03.2015) Director

Ms. Subrata Paul Member Non-Executive (Appointed w.e.f. 30.03.2015) Independent Director

Name of the Director No. of meetings during the year

Held Attended

Mr. Krishan Kumar 1 1 Bhajanlal Rathi

Mr. Rajesh Srinivwas 1 1 Nawathe

Mrs. Renu Soni 1 1 (Ceased w.e.f. 30.03.2015)

Ms. Subrata Paul - - (Appointed w.e.f. 30.03.2015)

The Remuneration Committee meeting was held on 14th February, 2015.

STAKEHOLDERS RELATIONSHIP COMMITTEE :

The Board of Directors of the Company has re-named Share Holders Grievance/ Share Transfer Committeeasa 'Stakeholders Relationship Committee' in order to align it with the provisions of Section 178 of the Companies Act, 2013. The Committee has been constituted to strengthen the investor relations and to inter-alia, look into issues relating to shareholders grievances pertaining to transfer of shares, non- receipt of declared dividends, non-receipt of Annual Report, issues concerning de-materialization etc.

The particulars of Members of Nomination & Remuneration Committee and their attendance at the Meetings are as under :

Name of the Director Designation Category of Directorship

Mr. Krishan Kumar Chairman Non-Executive, Bhajanlal Rathi Independent Director

Mr. Rajesh Srinivwas Member Non-Executive, Nawathe Independent Director

Mrs. Renu Soni Member Non-executive, (Ceased w.e.f. 30.03.2015) Director

Ms. Subrata Paul Member Non-Executive (Appointed w.e.f. 30.03.2015) Independent Director

Name of the Director No. of meetings during the year

Held Attended

Mr. Krishan Kumar 2 2 Bhajanlal Rathi

Mr. Rajesh Srinivwas 2 2 Nawathe

Mrs. Renu Soni 2 2 (Ceased w.e.f. 30.03.2015)

Ms. Subrata Paul - - (Appointed w.e.f. 30.03.2015)

REMUNERATION AND SITTING FEES.

The details of Remuneration paid or Sitting fees paid as applicable are as follows :

Name of the Director Category of Directorship

Mr. Krishan Kumar Non-Executive, Independent Bhajanlal Rathi Chairman

Mr. Rajesh Srinivwas Non-Executive, Independent Nawathe Director

Mrs. Renu Soni Non-Executive Director (Ceased w.e.f. 30.03.2015)

Mrs. Subrata Paul Non-Executive, (Appointed w.e.f 30.03.2015) Independent Director

Name of the Director Remuneration Sitting fees paid to the paid to the Director Director

Mr. Krishan Kumar NA - Bhajanlal Rathi

Mr. Rajesh Srinivwas NA - Nawathe

Mrs. Renu Soni NA - (Ceased w.e.f. 30.03.2015)

Mrs. Subrata Paul NA - (Appointed w.e.f 30.03.2015)

SEPARATE MEETING OF THE INDEPENDENT DIRECTORS :

The Independent Directors Meeting was held on 13th February, 2015, without the attendance of NonIndependent Directors and members of Management. All the Independent Directors were present at the meeting. The Board of Directors expressed their satisfaction with the evaluation process.

VIGIL MECHANISM / WHISTLE BLOWER POLICY :

The Company has a Vigil Mechanism / Whistle Blower policy to report genuine concerns, grievances, frauds and mismanagements, if any. The Vigil Mechanism /Whistle Blower policy has been posted on the website of the Company.

RISK MANAGEMENT POLICY :

During the year, your Directors have constituted a Risk Management Committee which has been entrusted with the responsibility to assist the Board (a) to ensure that all the current and future material risk exposures of the Company are identified, assessed, quantified, appropriately mitigated, minimized and managed i.e. to ensure adequate systems for risk management (b) to establish a framework for the company's risk management process and to ensure its implementation (c) to enable compliance with appropriate regulations, wherever applicable, through the adoption of best practices and (d) to assure business growth with financial stability.

A Risk Management Policy was reviewed and approved by the Committee.

RELATED PARTY TRANSACTIONS :

The Company has not entered into any related party transactions which falls under the provisions of Section 188 of the Companies Act, 2013 and rules made thereunder.

DEPOSITORY SERVICES :

The Company's Equity Shares have been admitted to the depository mechanism of the National Securities Depository Limited (NSDL) and also the Central Depository Services (India) Limited (CDSL). As a result the investors have an option to hold the shares of the Company in a dematerialized form in either of the two Depositories. The Company has been allotted ISIN No. INE113B01029.

Shareholders therefore are requested to take full benefit of the same and lodge their holdings with Depository Participants [DPs] with whom they have their Demat Accounts for getting their holdings in electronic form.

CODE OF CONDUCT :

Your Company is committed to conducting its business in accordance with the applicable laws, rules and regulations and highest standards of business ethics. In recognition thereof, the Board of Directors has implemented a Code of Conduct for adherence by the Directors, Senior Management Personnel and Employees of the Company. This will help in dealing with ethical issues and also foster a culture of accountability and integrity.All the Board Members and Senior Management Personnel have confirmed compliance with the Code.

STATUTORY AUDITOR :

M/s Sampat Mehta & Associates, Chartered Accountants, (Firm Registration No.109038W)were appointed as the Statutory Auditors of the Company at the AGM held on 30th September,2014 to hold office until the conclusion of third consecutive AGM, are recommended for ratification of appointment for the Financial Year 2015-16. As required under the provisions of Section 139 and 142 of the Companies Act, 2013, the Company has obtained written confirmation from M/s Sampat Mehta & Associates that their appointment, if made, would be in conformity with the limits specified in the said Section.

COST AUDITOR :

The Provisions of Section 148 of the Companies Act, 2013 and read with the Companies (Cost Records andAudit)Rules,2014 as amended from time to time, Cost audit is not applicable to the Company.

SECRETARIAL AUDIT :

Pursuant to provisions of section 204 of the Companies Act, 2013 and the Rules made thereunder, the company has appointed Ms. Bijal Gada, Company Secretary, to undertake the Secretarial Audit of the Company. The Secretarial Audit report is annexed herewith as Annexure 'B' and forms an integral part to this Report.

AUDITOR'S REPORT/ SECRETARIAL AUDIT REPORT :

The observations of the auditors contained in their Report have been adequately dealt with in the Notes to the Accounts which are self explanatory and, therefore, do not call for any further comments. As required under section 204 (1) of the Companies Act, 2013 the Company has obtained a secretarial audit report. The Secretarial Auditor has made observation with regards the composition of the Board of Director and Key Managerial Personnel appointment. The company is under process of complying with the same and would ensure in future that all the provisions are compiled to the fullest extent.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY :

The Company has an in house Internal Control System, commensurate with the size, scale and complexity of its operations. The scope and authority of the Internal Audit function is defined by the Audit Committee. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee of the Board. The Internal Audit Department monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies of the Company.

Based on the internal audit function, the Company undertakes corrective action in their respective areas and thereby strengthens the controls. Significant audit observations and recommendations along with corrective actions thereon are presented to the Audit Committee of the Board.

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORTS :

The Provisions of Corporate Governance are not applicable to the Company& Management Discussion and Analysis Reports forms part of the Notice.

PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO :

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo pursuant to Section 134(3)(m) of the Companies Act, 2013, read with the Rule 8(3) of the Companies (Accounts) Rules, 2014 is not applicable.

SEXUAL HARASSMENT :

The Company has constituted an Internal Complaint Committee as required under Section 4 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made thereunder.During the year under review, no complaints were reported.

SAFETY, ENVIRONMENT CONTROL AND PROTECTION :

The Company is aware of the importance of environmentally clean and safe operations. The Company's policy requires conduct of operations in such a manner, so as to ensure safety of all concerned, compliances, environmental regulations and preservation of natural resources at the Plant.

PARTICULARS OF EMPLOYEES :

The information required pursuant to Section 197 read with rule 5 of the Companies (Appointment and Remunerationof Managerial Personnel) is not applicable.

LISTING :

The Company'sShares are listed on BSE Limited and Cochin Stock Exchange.

APPRECIATION :

Your Directors would like to express their sincere appreciation to the company's Shareholders, Vendors and Stakeholders including Banks, Government authorities, other business associates, who have extended their valuable sustained support and encouragement during the year under review. Your Directors also wish to place on record their appreciation for impressive growth achieved through the competence, hard work, solidarity, cooperation and support of employees at all levels.

Registered Office: On behalf of the Board of Directors

308, Maker Bhavan No. III, For OMEGA INTERACTIVE TECHNOLOGIES LIMITED 21, New Marine Lines, Mumbai, 400 020 Date: 30th May,2015 sd/ Krishan Bhajanlal Rathi Director DIN: 00395322

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Mar 31, 2014

Dear Members,

The Directors have great pleasure in presenting the 20th Annual Report together with the Audited Accounts for the year ended 31st March, 2014.

FINANCIAL RESULTS :

Particulars 2013-2014(Rupees) 2012-2013(Rupees)

Total Income 7,20,626 6,57,291

Profit before tax 1,21,177 2,37,586

Less : Tax expense :

* Current tax 23,100 45,300

* Deffered tax - -

* Earliers Years - -

Profit for the year 98,077 1,92,286

OPERATIONS :

During the year your company has earned profit after tax of Rs.0.98 lacs against a profit after tax of Rs.1.92 lacs in the previous year. Your Directors are hopeful to achieve the better result in the current year.

DIVIDEND :

Due to carry forward losses, your Board has decided not to recommend any dividend for the year ended 31st March, 2014.

FIXED DEPOSITS :

Your Company has not accepted any deposit during the year within the meaning of section 58A of the Companies Act, 1956 from Public and the rules made there under.

BOARD OF DIRECTORS :

As per Section 149(10) of the Companies Act, 2013, Independent Directors are required to be appointed for a term of 5 consecutive years and can be reappointed for a maximum of two terms. They shall not be liable to retire by rotation. Accordingly, resolutions proposing appointment of the Independent Directors form part of the Notice of the AGM.

Mr. Krishan Kumar Bhajanlal Rathi and Mr. Rajesh Srinivwas Nawathe are being reappointed as Independent Directors, not liable to retirement by rotations for a terms of 5 consecutive years. The necessary resolutions are placed for the approval of the Members.

DIRECTORS RESPONSIBILITY STATEMENT :

Pursuant to Section 217(2AA) of the Companies Act, 1956 the Directors confirm that :

1. In the preparation of the annual accounts, the applicable accounting standards have been followed alongwith proper explanation relating to material departures;

2. Appropriate policies have been selected and applied consistently and judgments and estimates wherever made 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 of the company for that year;

3. Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

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

CORPORATE GOVERNANCE AND COMPLIANCE CERTIFICATE :

Separate notes on Corporate Governance and Management Discussion and Analysis Report are made part of this Annual Report. A Certificate from a Firm of Practicing Company Secretaries certifying compliance with the conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement is attached to this Report.

SECRETARIAL COMPLIANCE CERTIFICATE :

Pursuant to provisions of Section 383A of the Companies Act, 1956 and the rules made there under, the Company has obtained a Secretarial Compliance Certificate from Lalitha Lath, Company Secretaries. The same is attached herewith.

AUDITORS :

Your Company''s Auditors, M/s. Sampat Mehta & Associates,, retire at the ensuing AGM and, being eligible, have offered themselves for re-appointment. The Board, on the recommendation of the Audit Committee, has recommended the re- appointment of M/s. Sampat Mehta & Associates for a period of 3 (Three) years in accordance with Section 139 of the Companies Act, 2013. Appropriate resolution seeking your approval to the said re-appointment is appearing in the Notice convening the 20th AGM of the Company.

AUDITORS'' OBSERVATIONS :

The observations of the auditors contained in their Report have been adequately dealt with in the Notes to the Accounts which are self explanatory and, therefore, do not call for any further comments.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION :

As there were no major business activities during the year under review, the requisite information with regard to the conservation of energy, technology absorption (Disclosures of Particulars in the report of Board of Directors) Rules is irrelevant/not applicable to the Company during the year under review, the same are not reported.

FOREIGN EXCHANGE EARNINGS AND OUTGO:

There is no Foreign Exchange Earnings & Outgo during the year.

PARTICULARS OF EMPLOYEES :

There are no employees as required under section 217(2A) of the Companies Act, 1956.

LISTING AGREEMENT REQUIREMENTS :

Shares of the Company are listed on Stock Exchange of Mumbai and Cochin. The Company is regular in payment of listing fees.

BUY-BACK OF SHARES :

There was no buy-back of shares during the year under review.

ACKNOWLEDGMENT :

Your Directors place on record their sincere appreciation to the Company''s shareholders, customers, suppliers, bankers and distributors for the support they have given to the Company and the confidence, which they have reposed in its management and the employees for the commitment and dedication shown by them.

For and on behalf of the Board For OMEGA INTERACTIVE TECHNOLOGIES LIMITED

RENU M. SONI (DIN:- 02651979) DIRECTOR

REGISTERED OFFICE : 308, MAKER BHAWAN NO. III, 21, NEW MARINE LINES, MUMBAI - 400 020.

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Mar 31, 2013

The Directors have great pleasure in presenting their Eighteenth Annual Report together with the Audited accounts for the year ended 31st March, 2013.

FINANCIAL RESULTS :

Particulars 2012-2013 2011-2012 (Rupees) (Rupees)

Total Income 6,57,291 8,83,773

Profit before tax 2,37,586 4,38,154

Tax expense:

-Current tax 45,300

-Deffered tax

-Earliers Years

Profit for the year 1,92,286 4,38,154

OPERATIONS :

During the year your company has earned profit after tax of Rs. 1.92 lacs against a profit after tax of Rs.4.38 lacs in vhe previous year. Your Directors are hopeful to achieve the better result in the current year.

DIVIDEND:

Due to carry forward losses, your Board has decided not to recommend any dividend for the year ended 31st March, 2013.

FIXED DEPOSITS :

Your Company has not accepted any deposit during the year within the meaning of section -.,58a of the Companies Act, i 956 from Public and the rules made there under.

Pursuant to Section 217(2AA) of the Companies Act, 1956 the Directors confirm that:

1. In the preparation of the annual accounts, the applicable accounting standards have been followed alongwith proper explanation relating to material departures ;

2. Appropriate policies have been selected and applied consistently and judgments and estimates wherever made 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 of the company for that year;

3. Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

4. The annual accounts have been prepared on a going concern basis. DIRECTORS

Mr. Krishan Kumar Bhajanlal Rathi. Director of the company retires by rotation from the Board of Directors and being eligible, offers himself for re-appointment.

AUDITORS :

M/s. Sampat Mehta & Associates. Chartered Accountants, Auditors of the Company are retiring at the ensuing Annual General Meeting. They are eligible for re-appointment and have expressed their willingness to act as auditors, if re-appointed. The Company has received a certificate from them that they are qualified under section 224 (1) of the Companies Act, 1956, for appointment as Auditors of the Company. Members are requested to consider their appointment at a remuneration to be decided by the Board of Directors for the financial year ending 31Sl March, 2014 as set out in the Notice convening the Meeting.

AUDITORS'' OBSERVATIONS :

The observations of the auditors contained in their Report have been adequately dealt with in the Notes to the Accounts given in Schedule "R" which are self explanatory and, therefore, do not call for any further comments.

AUDIT COMMITTEE :

In accordance with the provisions of the Listing Agreement and Companies Act, 1956, the Company has constituted an Audit Committee. The Audit Committee acts in accordance with The terms of reference specified from time to time by the Board.

MERGER: OIT

A scheme of amagamation of the subsidiaries i.e. Mykindasite International Private Limited and Malvern Trading Private Limited with Omega Interactive Technologies Limited under the provisions of Sections 391 to 394 of the Companies Act, 1956 has been approved by Honourable High Court of Judicature at Bombay. The assets and liabilities of the above said companies is transferred to and vested in the Company as a going concern basis.

DEPOSITORY SERVICES :

The Company''s Equity Shares have been admitted to the depository mechanism of the National Securities Depository Limited (NSDL) and also the Central Depository Services Limited (CDSL). As a result the investors have an option to hold the shares of the Company in a dematerialized form in either of the two Depositories. The Company has been allotted ISIN No. 1NE292C01011.

Shareholder''s therefore are requested to take full benefit of the same and lodge their holdings with Depository Participants [ DPs ] with whom they have their Demat Accounts for getting their holdings in electronic form.

CORPORATE GOVERNANCE :

Your company continued to practice good governance as set out by the Securities & Exchange Board of India. In addition to the basic governance issues, the Board laid a strong emphasis on transparency, accountability and integrity. The detailed report on compliance of Corporate Governance and Management Discussion Analysis as stipulated in Clause 49 of the Listing Agreement is enclosed and form part of this Report.

SUBSIDIARY COMPANY :

The affairs of the subsidiary company namely Mykindasite International Private Limited and Malvern Trading Private Limited have been reviewed by the directors of your company. Further as required under Section 212 of the Companies Act, 1956, the Annual Reports for the Financial Year 2012 - 2013 also includes the Accounts for the year ended 31st March, 2013 of the subsidiary companies.

CODE OF CONDUCT :

Your company is committed to conducting its business in accordance with the applicable laws, rules and regulations and highest standards of business ethics. In recognition thereof, the Board of Directors has implemented a Code of Conduct for adherence by the Directors and Senior Management Personnel of the company. This will help in dealing with ethical issues and also foster a culture of accountability and integrity.

LISTING :

The company has listed its Equity Shares on Bombay Stock Exchange Limited. Mumbai and Cochin Stock Exchange Limited. Cochin.

PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO:

The information pursuant to section 217 (I) (e) of the Companies Act, 1956 read with the Companies ( Disclosure of particulars in the Report of Board of Directors) Rules, 1988 are not applicable to the company as the company is not engaged in manufacturing activities.

PARTICULARS OF EMPLOYEES :

None of the employees of the company came within the purview of the information required U/s. 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended.

ACKNOWLEDGMENT :

The Directors wish to convey, their appreciation to the company''s shareholders, customers, bankers and distributors for. the support they have given to the Company and the confidence, which they have reposed in its management and the employees for the commitment and dedication shown by them.

For and on behalf of the Board

For OMEGA INTERACTIVE TECHNOLOGIES LIMITED

Renu M. Soni Director

REGISTERED OFFICE :

308, MAKER BHAWAN NO. Ill, 21,

NEW MARINE LINES MUMBAI-400 020.

DATE :31st MAY, 2013.

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Mar 31, 2012

TO THE SHAREHOLDERS

The Directors have great pleasure in presenting their Eighte&Ah Annual Report together with the Audited accounts for the year ended 31st March, 2012

FINANCIAL RESULTS:

Particulars 2011-2012 2010-2011 (Rupees) (Rupees)

Total Income 8,64,703 13,52,762

Profit/(Loss) before tax 4,33,420 (41,38,541)

Tax expense:

-Current tax - -

-Deffered tax -

-Earliers Years - 13,09,863

Profit/(Loss) for the year 4,33,420 (54,48,404)

OPERATIONS :

During the year your company has earned profit after tax of Rs. 4.33 lacs against a loss after tax of Rs.54.48 lacs in the previous year. Your Directors are hopeful to achieve the better result in the current-year.

DIVIDEND :

Due to carry forward losses, your Board has decided not to recommend any dividend for the year ended 31sl March, 2012.

FIXED DEPOSITS :

Your Company has not accepted any deposit during the year within the meaning of section 58A of the Companies Act, 1956 from Public and the rules made there under.

DIRECTORS RESPONSIBILITY STATEMENT : OITL

Pursuant to Section 217(2AA) of the Companies Act, 1956 the Directors confirm that:

1. In the preparation of the annual accounts, the applicable accounting standards have been followed alongwith proper explanation relating to material departures ;

2. Appropriate policies have been selected and applied consistently and judgments and estimates wherever made are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the ehd^fthe financial year and pf the profit of the company for that year;

3. Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act; 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

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

DIRECTORS

Mr. Rajesh Srinivwas Nawathe, Director of the company retires by rotation from the Board of Directors and being eligible, offers himself for re-appointment.

AUDITORS:

M/s. Sampat Mehta & Associates, Chartered Accountants, Auditors of the Company are retiring at the ensuing Annual General Meeting. They are eligible for re-appointment and have expressed their willingness to act as auditors, if re-appointed. The Company has received a certificate from them that they are qualified under section 224 (1) of the Companies Act, 1956, for appointment as Auditors of the Company. Members are requested to consider their appointment at a remuneration to be decided by the Board of Directors for the financial year ending 3 Is' March, 2013 as set out in the Notice convening the Meeting.

AUDITORS* OBSERVATIONS :

The observations of the auditors contained in their Report have been adequately dealt with in the Notes to the Accounts given in Schedule "R" which are self explanatory and, therefore, do not call for any further-comments.

AUDIT COMMITTEE :

In accordance with the provisions of the Listing Agreement and Companies Act, 1956, the Company has constituted an Audit Committee. The Audit Committee acts in accordance with the terms of reference specified from time to time by the Board.

MERGER:

A scheme of amagamation of the subsidiaries i.e. Mykindasite International Private Limited and Malvern Trading Private Limited with Omega Interactive Technologies Limited under the provisions of Sections 391 to 394 of the Companies Act, 1956 has been filed with the Honourable High Court of Judicature at Bombay. The assets and liabilities of the above said companies shall be transferred to and vested in the Company as a going concern from the appointed date i.e. 1st October, 201 LAs and when approval of the honourable High Court is received which is in progress.

DEPOSITORY SERVICES; '

The Company's Equity Shares have been admitted to the depository mechanism of the National Securities Depository Limited (NSDL) and also the Central Depository Services Limited (CDSL). As a result the investors have an option to hold the shares of the Company in a dematerialized form in either of the two Depositories. The Company has been allotted ISlNNo. INE292C0I01L

Shareholder's therefore are requested to take full benefit of the same and lodge their holdings with Depository Participants [ DPs ] with whom they have their Demat Accounts for getting their holdings in electronic form.

CORPORATE GOVERNANCE:

Your company continued to practice good governance as set out by the Securities & Exchange Board of India. In addition to the basic governance issues, the Board laid a strong emphasis on transparency, accountability and integrity. The detailed report on "compliance of Corporate Governance and Management Discussion Analysis as stipulated in Clause 49 of the Listing Agreement is enclosed and form part of this Report.

SUBSIDIARY COMPANY :

The affairs of the subsidiary company namely Mykindasite International Private Limited and Malvern Trading Private Limited have been reviewed by the directors of your company. Further as required under Section 212 of the Companies Act, 1956, the Annual Reports for the Financial Year 2011 - 2012 also includes the Accounts for the year ended 31st March, 2012 of the subsidiary companies.

CODE OF CONDUCT:

Your company is committed to conducting its business in accordance with the applicable laws, rules and regulations and highest standards of business ethics. In recognition thereof, the Board of Directors has implemented a Code of Conduct for adherence by the Directors and Senior Management Personnel of the company. This will help in dealing with ethical issues and also foster a culture of accountability and integrity.

LISTING :

The company has listed its Equity Shares on Bombay Stock Exchange Limited, Mumbai and Cochin Stock Exchange Limited, Cochin.

PARTICULARS REGARDING CONSERVATION OF ENERGY. TECHNOLOGY LJ' ' L ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO;

The information pursuant to section 217 (I) (e) of the Companies Act, 1956 read with the Companies ( Disclosure of particulars in the Report of Board of Directors) Rules, 1988 are not applicable to the company as the company is not engaged in manufacturing activities.

PARTICULARS OF EMPLOYEES : J

None of the employees of the company came within the purvujw of the information required U/s. 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended.

ACKNOWLEDGMENT:

The Directors wish to convey their appreciation to the company's shareholders, customers, bankers and distributors for the support they have given to the Company and the confidence, which they have reposed in its management and the employees for the commitment and dedication shown by them.

For and on behalf of the Board

For OMEGA INTERACTIVE TECHNOLOGIES LIMITED

Rcnu M. Soni Director

REGISTERED OFFICE:

308, MAKER BHAWAN NO.

Ill, 21, NEW MARINE LINES,

MUMBAI-400 020.

DATE :31st MAY, 2012.

---

Mar 31, 2011

The Directors have great pleasure in presenting their Seventeenth Annual Report together with the Audited accounts for the year ended 31st March, 2011.

FINANCIAL RESULTS: Year ended Year ended 31.03.2011 31.03.2010 Rupees Rupees

Sales and Other Income 13,52,762 8,26,598

Profit before tax 4,36,314 5,07,878

Add : Prior period tax (13,09,863) 8,310

Less : Balance Written Off (45,74,855)

Profit after tax (54,48,404) 5,16,188

Add/Less): Balance brought forward from Previous Year (1,46,01,206) (1,51,17,394)

Balance carried to Balance Sheet (2,00,49,611) (1,46,01,206)

OPERATIONS :

During the year, your company has achieved total income of Rs.13.53 lacs as against Rs.8.27 lacs in the previous year. The company has also incurred a loss tax and extraordinary items of Rs.54.48 lacs as against-a profit after tax of Rs.5.16 lacs in the previous year. Your Directors are hopeful to achieve the better result in the current year.

DIVIDEND :

Due to carry forward losses, your Directors do not recommend any dividend for the year ended March 31. 2011.

FIXED DEPOSITS :

Your Company has not accepted any deposit during the year within the meaning of section 58A of the Companies Act. 1956 from Public and the rules made there under.

DIRECTOR RESPONSIBILITY STATEMENT : OITL

Pursuant to Section 217(2AA) of the Companies Act, 1956 the Directors confirm that:

1. In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures ;

2. Appropriate policies have been selected and applied consistently and judgments and estimates wherever made 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 of the company for that year:

3. Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

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

DIRECTORS

Mr. Krishan Kumar Rathi, Director of the company retires by rotation from the Board of Directors and being eligible, offers himself for re-appointment.

AUDITORS :

M/s. Sampat Mehta & Associates, Chartered Accountants, Auditors of the Company are retiring at the ensuing Annual General Meeting. They are eligible for re-appointment and have expressed their willingness to act as auditors, if re-appointed. The Company has received a certificate from them that they are qualified under section 224 (1) of the Companies Act, 1956, for appointment as Auditors of the Company. Members are requested to consider their appointment at a remuneration to be decided by the Board of Directors for the financial year ending 31st March, 2012 as set out in the Notice convening the Meeting.

AUDITORS' OBSERVATIONS :

The observations of the auditors contained in their Report have been adequately dealt with in the Notes to the Accounts given in Schedule "R" which are self explanatory and, therefore, do not call for any further comments.

AUDIT COMMITTEE :

In accordance with the provisions of the Listing Agreement and Companies Act, 1956, the Company has constituted an Audit Committee. The Audit Committee acts in accordance with the terms of reference specified from time to time by the Board.

MERGER: OITL

The Board is considering proposal of Reduction of Capital and Merger of its 100% subsidiary company i.e. Mykindasite International Private Limited along with Malvern Trading Private Limited subject to No Objection Certificate of Stock Exchanges and approval of High Court from the appointed date 1st April, 2011.

DEPOSITORY SERVICES:

The Company's Equity Shares have been admitted to the depository mechanism of the National Securities Depository Limited (NSDL) and also the Central Depository Services Limited (CDSL). As a result the investors have an option to hold the shares of the Company in a dematerialized form in either of the two Depositories. The Company has been allotted ISIN No. INE292C01011.

Shareholder's therefore are requested to take full benefit of the same and lodge their holdings with Depository Participants [ DPs ] with whom they have their Demat Accounts for getting their holdings in electronic form.

CORPORATE GOVERNANCE :

Your company continued to practice good governance as set out by the Securities & Exchange Board of India. In addition to the basic governance issues, the Board laid a strong emphasis on transparency, accountability and integrity. The detailed report on compliance of Corporate Governance and Management Discussion Analysis as stipulated in Clause 49 of he Listing Agreement is enclosed and form part of this Report.

SUBSIDIARY COMPANY:

The affairs of the subsidiary company namely Mykindasite International Private Limited lias been reviewed by the directors of your company. Further as required under Section 212 of he Companies Act, 1956, the Annual Report for the Financial Year 2010 - 2011 also includes the Accounts for the year ended 3151 March, 2011 of the subsidiary company.

CODE OF CONDUCT :

Your company is committed to conducting its business in accordance with the applicable laws, rules and regulations and highest standards of business ethics. In recognition thereof, the Board of Directors has implemented a Code of Conduct for adherence by the Directors and Senior Management Personnel of the company. This will help in dealing with ethical issues and also foster a culture of accountability and integrity.

LISTING :

The company has listed its Equity Shares on Bombay Stock Exchange Limited, Mumbai and Cochin Stock Exchange Limited, Cochin.

PARTICULARS REGARDS CONSERVATION OF ENERGY. TECHNOLOGY OITI_ ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO:

The information pursuant to section 217 (I) (e) of the Companies Act, 1956 read with the Companies ( Disclosure of particulars in the Report of Board of Directors) Rules, 1988 are not applicable to the company as the company is not engaged in manufacturing activities.

PARTICULARS OF EMPLOYEES :

None of the employees of the company came within the purview of the information required U/s. 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended.

ACKNOWLEDGMENT;

The Directors wish to convey their appreciation to the company's shareholders, customers, bankers and distributors for the support they have given to the Company and the confidence, which they have reposed in its management and the employees for the commitment and dedication shown by them.

For and on behalf of the Board

For OMEGA INTERACTIVE TECHNOLOGIES LIMITED

Renu M. Soni

Director

REGISTERED OFFICE :

308, MAKER BHAWAN NO. Ill,

21, NEW MARINE LINES,

MUMBAI-400 020.

DATE :31st MAY, 2011.

---

Mar 31, 2010

DIRECTORS' REPORT TO THE SHAREHOLDERS

The Directors have great pleasure in presenting their Sixteenth Annual Report together with the Audited accounts for the year ended 31 st March, 2010.

FINANCIAL RESULTS: Year ended Year ended 31.03.2010 31.03.2009 Rupees Rupees

Sales and Other Income 8,26,598 1,03,000

Profit/(Loss) before tax 5,07,878 (69,933)

Add : Prior period tax 8,310 -

Profit/(Loss) after tax 5,16,188 (69,933)

Add/(Less): Balance brought forward from Previous Year (1,51,17,394) (1,50,47,461)

Balance carried to Balance Sheet (1,46,01,206) 1,51,17,394)

OPERATIONS :

During the year the company has achieved total income of Rs.8.27 lacs as against Rs. 1.03 lacs in the previous year. The company has also earned a profit after tax of Rs.5.16 lacs as against a loss of Rs.0.70 lacs in the previous year. Your Directors are hopeful to achieve the belter result in the current year.

DIVIDEND:

Due to carry forward losses, your Directors do not recommend any dividend for the year ended March 31, 2010.

FIXED DEPOSITS :

Your Company has not accepted any deposit during the year within the meaning of section 58A of the Companies Act, 1956 from Public and the rules made there under.

CHANGE IN MANAGEMENT AND BOARD OF DIRECTORS :

Due to change in management, there will be no Director to retire by rotation as all the Directors were appointed on 24th September, 2009 and the management is taken over by the new Board, as a result all the previous Directors namely Manoharlal Manchandani. Mr. Devraj S. Shetty, Mr. Vidur Raj Bhalla has been resigned from the company w.e.f. 24th September, 2009 and Mr. George Thomas, Mr. Dharmendra Praful Vakharia resigned from the board on 31st May, 2010. Your board places its appreciations for the services rendered by them during the tenure of directorship.

It is proposed to appoint Mr. Krishan Kumar Rathi, Mr. Rajesh Srinivas Nawathe and Mrs. Renu M. Soni as regular Directors of the Company. Necessary Resolutions are placed in the Notice calling Annual General Meeting.

DIRECTORS RESPONSIBILITY STATEMENT :

Pursuant to Section 217(2AA) of the Companies Act, 1956 the Directors confirm that:

1. In the preparation of the annual accounts, the applicable accounting standards have been followed alongwith proper explanation relating to material departures ;

2. Appropriate policies have been selected and applied consistently and judgments and estimates wherever made 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 of the company for that year:

3. Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

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

AUDITORS :

M/s. Sampat Mehta & Associates. Chartered Accountants. Auditors of the Company are retiring at the ensuing Annual General Meeting. They are eligible for re-appointment and have expressed their willingness to act as auditors, it re-appointed. The Company has received a certificate from them that they are qualified under section 224 (I) of the Companies Act, 1956, for appointment as Auditors of the Company. Members are requested to consider their appointment at a remuneration to be decided by the Board of Directors for the financial year ending-31st March, 2011 as set out in the Notice convening the Meeting.

AUDITORS' OBSERVATIONS:

The observations of the auditors contained in their Report have been adequately dealt with in the Notes to the Accounts given in Schedule "R" which are self explanatory and. therefore, do not call for any further comments.

AUDIT COMMITTEE :

In accordance with the provisions of the Listing Agreement and Companies Act, 1956, the Company has constituted an Audit Committee. The Audit Committee acts in accordance with the terms of reference specified from time to time by the Board.

DEPOSITORY SERVICES :

The Company's Equity Shares have been admitted to the depository mechanism of the National Securities Depository Limited (NSDL) and also the Central Depository Services Limited (CDSL). As a result the investors have an option to hold the shares of the Company in a dematerialized form in either of the two Depositories. The Company has been allotted ISINNo. INE292C0I011.

Shareholder's therefore are requested to take full benefit of the same and lodge their holdings with Depository Participants [ DPs ] with whom they have their Demat Accounts for getting their holdings in electronic form.

CORPORATE GOVERNANCE :

Your company continued to practice good governance as set out by the Securities & Exchange Board of India. In addition to the basic governance issues, the Board laid a strong emphasis on transparency, accountability and integrity. The detailed report on compliance of Corporate Governance and Management Discussion Analysis as stipulated in Clause 49 of the Listing Agreement is enclosed and form part of this Report.

SUBSIDIARY COMPANY :

The affairs of the subsidiary company namely Mykindasite International Private limited has been reviewed by the directors of your company. Further as required under Section 212 of the Companies Act, 1956, the Annual Report for the financial Year 2009 - 2010 also includes the Accounts for the year ended 31st March, 2010 of the subsidiary company.

CODE OF CONDUCT :

Your company is committed to conducting its business in accordance with the applicable laws, rules and regulations and highest standards of business ethics in recognition thereof, the Board of Directors has implemented a Code of Conduct for adherence by the Directors and Senior Management Personnel of the company. This will help in dealing with ethical issues and also foster a culture of accountability and integrity.

LISTING :

The company has listed its Equity Shares on Bombay Stock Exchange Limited. Mumbai.

PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO:

The information pursuant to section 217 (I) (e) of the Companies Act, 1956 read with the Companies ( Disclosure of particulars in the Report of Board of Directors) Rules, 1988 are not applicable to the company as the company is not engaged in manufacturing activities.

PARTICULARS OF EMPLOYEES :

None of the employees of the company came within the purview of the information required U/s. 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended.

ACKNOWLEDGMENT :

The Directors wish to convey their appreciation to the company's shareholders, customers, bankers and distributors for the support they have given to the Company and the confidence, which they have reposed in its management and the employees for the commitment and dedication shown by them.

For and on behalf of the Board

For OMEGA INTERACTIVE TECHNOLOGIES LIMITED

Renu M. Soni

Director

REGISTERED OFFICE :

308, MAKER BHAWAN NO. III, 21, NEW MARINE LINES, MUMBAI-400 020.

DATE : 31st MAY, 2010.