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Directors Report of Omni Ax's Software Ltd.

Mar 31, 2014

Dear Members,

The Directors present the Twenty-secondAnnual Report together with the Audited Accounts of the Company for the Financial Year ended on 31st March 2014.

FINANCIAL HIGHLIGHTS

The financial results of the Company during the year under review as compared to the previous year are summarised as under:

PARTICULARS 31.03.2014 31.03.2013

Sales & Other Income 1,000,500 4,002,300

Profit / (Loss) before Depreciation and Tax 40,958 (498,715)

Less: Depreciation 103,004 103,004

Profit / (Loss) before Tax (62,046) (601,719)

Provision for Deferred Tax - Asset (12,421) (9,442)

Profit / (Loss) after Tax (49,625) (592,277)

Weighted Average number of Shares 17,218,759 17,218,759

EPS Basic & Diluted (0.003) (0.03)

OPERATIONS AND PERFORMANCE

During the year under review the company reported loss of Rs.0.50 lakhs as opposed to loss of Rs. 5.92 lakhs reported in the previous year. The company has not taken up any major activity in the development of Software for the clients. Revenue was generated thru small job works. A major cost reduction program introduced in earlier year continues to benefit the company.

DIVIDEND

Your directors do not recommend any dividend as there was a loss during the year under review.

PUBLIC DEPOSITS AND LOANS/ ADVANCES

The Company has not accepted any public deposits during the financial year. The particulars of loans/ advances and investment in its own shares by listed companies, their subsidiaries, associates etc. required to be disclosed in the annual accounts of the company pursuant to Clause 32 of the listing agreement with the company, are furnished separately.

Mr. Rajendra Jain retires by rotation and being eligible offers himself for re-appointment. The Board recommends his re-appointment.

Mr. Shreyas S Shah and Mr. Jayabalan Jayakumar have been appointed as Independent Directors in terms of the provisions of the Companies Act 2013.

INDUSTRIAL RELATIONS AND HUMAN RESOURCE MANAGEMENT

The Company is constantly working to create a congenial work environment and motivating employees at all levels and shall always place all necessary emphasis on continuous development of its human resource.

SUBSIDIARIES

The Company does not have any subsidiary

HEALTH, SAFETY AND ENVIRONMENTAL PROTECTION

The Company has been regularly complying with relevant laws and has been taking all necessary measures to protect the environment and maximize worker protection and safety.

AUDITORS

M/s Siddharth Mehta & Co., Chartered Accountants, Statutory Auditors of the Company retires at the conclusion of the ensuing Annual General Meeting of the Company and are eligible for reappointment. The Company has obtained confirmation that if appointed it would be in conformity with the provisions of section 141 of the Companies Act, 2013 and will be within the limits specified therein. The Board recommends reappointment.

AUDITORS REPORT

The notes on accounts are self explanatory to the comments made by the Auditors in their Report and therefore do not call for any further explanations.

LISTING

The shares of the company are listed in Bombay Stock Exchange. The company is yet to receive Listing confirmation of 77,44,760 equity shares issued on Preferential basis for acquisition and merger of three companies viz, Elan Integrated Systems Pvt. Ltd., R3 Ventures Pvt. Ltd. and Millennium E- soft Solutions. Efforts are continuing to have those listed.

CORPORATE GOVERNANCE

The report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement along with the Auditors'' Certificate for its due compliance forms part of the Annual Report. Your company has taken adequate steps for compliance with the Corporate Governance guidelines, as amended from time to time.

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

The information regarding conservation of energy and technology absorption as required under Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are not applicable to your company. There were no foreign exchange earnings and outgo during the financial year.

DIRECTORS RESPONSIBILITY STATEMENT

As required under Section 134(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 and estimates that are reasonable and prudent to give a true and fair view of state of affairs of the Company at the end of the 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 in accordance with the provisions of the Companies Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; and

iv. that the directors have prepared Annual Accounts on a Going Concern basis. COMPANY SECRETARY

The appointment of Whole time Company Secretary is under consideration of the Company. The company has been availing services of practicing company secretary from time to time to ensure compliance of the provisions of the applicable acts and statutes. Also the Annual Return of the Company is being certified by practicing company secretary from year to year and the company is also taking certifications from them for Stock Exchange Compliances.

PARTICULARS OF EMLPOYEES U/S 134 OF THE ACT

None of the employees have received remuneration in excess of the sum prescribed u/s 134 of the Companies Act, 2013.

MANAGEMENT DISCUSSION AND ANALYSIS

A separate section on Management Discussion and Analysis Report forming part of the Annual report is attached.

ACKNOWLEDGMENT

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 their appreciation for the whole hearted commitment and contribution made by all the employees and look forward to their continued support.

FOR AND ON BEHALF OF THE BOARD Jaybalan Jaykumar Rajendra Jain Director Director

Date: 13.08.2014 Place: Chennai


Mar 31, 2013

The Directors present the Twenty-first Annual Report together with the Audited Accounts of the Company for the Financial Year ended on 31st March 2013.

FINANCIAL HIGHLIGHTS

The financial results of the Company during the year under review as compared to the previous year are summarised as under:

PARTICULARS 31.03.2013 31.03.2012

Sales & Other Income 4,002,300 8,773,185

Profit / (Loss) before Depreciation and Tax (498,715) (1,067,039)

Less: Depreciation 103,004 238,614

Profit / (Loss) before Tax (601,719) (1,305,653)

Provision for Deferred Tax – Asset (9,442) 52,019

Profit / (Loss) after Tax (592,277) (1,253,634)

Add: Balance Brought Forward (90,809,973) (89,556,339)

Balance Carried Over to Balance Sheet (91,402,250) (90,809,973)

EPS Basic & Diluted (0.03) (0.07)

Weighted Average number of Shares 17,218,759 17,218,759



OPERATIONS AND PERFORMANCE

During the tear under review the company reported loss of Rs.6.02 lakhs as opposed to loss of Rs. 13.06 lakhs reported in the previous year. Subdued growth in the developed markets has resulted in slowing down the growth in the developing markets. In view of the sluggish growth in economy Company''s effort to enter into Trading activity of hardware and other items did not materialize during the year. A major cost reduction program introduced last year continues to benefit the company.

DIVIDEND

Your directors do not recommend any dividend as there was a loss during the year under review.

PUBLIC DEPOSITS AND LOANS/ ADVANCES

The Company has not accepted any public deposits during the financial year. The particulars of loans/ advances and investment in its own shares by listed companies, their subsidiaries, associates etc. required to be disclosed in the annual accounts of the company pursuant to Clause 32 of the listing agreement with the company, are furnished separately.

DIRECTORS

Mr. Sreyas. S. Shah retires by rotation and being eligible offers himself for re-appointment. The Board recommends the re-appointment.

INDUSTRIAL RELATIONS AND HUMAN RESOURCE MANAGEMENT

The Company is constantly working to create a congenial work environment and motivating employees at all levels and shall always place all necessary emphasis on continuous development of its human resource.

SUBSIDIARIES

The Company does not have any subsidiary

HEALTH, SAFETY AND ENVIRONMENTAL PROTECTION

The Company has been regularly complying with relevant laws and has been taking all necessary measures to protect the environment and maximize worker protection and safety.

AUDITORS

M/s Siddharth Mehta & Co., Chartered Accountants, Statutory Auditors of the Company retires at the conclusion of the ensuing Annual General Meeting of the Company and are eligible for reappointment. The Company has obtained confirmation that if appointed it would be in conformity with the provisions of section 224(1B) of the Companies Act, 1956 and will be within the limits specified therein.

AUDITORS REPORT

The notes on accounts are self explanatory to the comments made by the Auditors in their Report and therefore do not call for any further explanations.

LISTING

The shares of the company are listed in Bombay Stock Exchange. The company is yet to receive Listing confirmation of 77,44,760 equity shares issued on Preferential basis for acquisition and merger of three companies viz, Elan Integrated Systems Pvt. Ltd., R3 Ventures Pvt. Ltd. and Millennium E- soft Solutions. Efforts are continuing to have those listed.

REGISTERED OFFICE

During the year the Company shifted its Registered office to Taas Mahal, 2A, Second floor, No. 10 Montieth Road, Egmore, Chennai 600 008

CORPORATE GOVERNANCE

The report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement along with the Auditors'' Certificate for its due compliance forms part of the Annual Report. Your company has taken adequate steps for compliance with the Corporate Governance guidelines, as amended from time to time.

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

The information regarding conservation of energy and technology absorption as required under Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are not applicable to your company. There were no foreign exchange earnings and outgo during the financial year.

DIRECTORS RESPONSIBILITY STATEMENT

As required under Section 217(2AA) of the Companies Act, 1956, 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 and estimates that are reasonable and prudent to give a true and fair view of state of affairs of the Company at the end of the 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 in accordance with the provisions of the Companies Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; and

iv. that the directors have prepared Annual Accounts on a Going Concern basis.

COMPANY SECRETARY

The appointment of Whole time Company Secretary is under consideration of the Company. The company has been availing services of practicing company secretary from time to time to ensure compliance of the provisions of the applicable acts and statutes. Also the Annual Return of the Company is being certified by practicing company secretary from year to year and the company is also taking certifications from them for Stock Exchange Compliances.

PARTICULARS OF EMLPOYEES U/S 217(2A) OF THE ACT

None of the employees have received remuneration in excess of the sum prescribed u/s 217(2A) of the Companies Act, 1956.

MANAGEMENT DISCUSSION AND ANALYSIS

A separate section on Management Discussion and Analysis Report forming part of the Annual report is attached.

ACKNOWLEDGMENT

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 their appreciation for the whole hearted commitment and contribution made by all the employees and look forward to their continued support.



FOR AND ON BEHALF OF THE BOARD



Jaybalan Jaykumar Rajendra Jain

Director Director

Date: 12/08/2013

Place: Chennai


Mar 31, 2010

The Directors are happy to present the Eighteenth Annual Report of your company together with the Audited Accounts of the Company for the Financial Year ended 31 st March 2010.

FINANCIAL HIGHLIGHTS:

During the year under review, the Company has incurred a loss of Rs.20,688,856/- as against a profit of Rs.421,072/- during the previous year. The loss during the financial year was majorly due to purchase of software and increase in administration expenses almost twice compared to the previous financial year. The financial results of the Company as compared to the previous year are summarised as under:

PARTICULARS 31.03.2010 31.03.2009

Sales & Other Income 72,778,920 17,823,417

Profit / (Loss) before Depreciation and Tax (20,493,219) 411,155

Less: Depreciation 239,926 239,926

Profit / (Loss) before Tax (20,733,145) 171,229

Excess Provision Reversed NIL 253,550

Provision for Deferred Tax - Asset (44,289) (39,227)

Provision for Fringe Benefit Tax NIL 42,934

Profit/(Loss) after Tax (20,688,856) 421,072

Add:Deferred Tax Provision No Longer Required NIL 1,163,495

Add:Balance Brought Forward (36,056,991) (37,641,558)

Balance Carried Over to Balance Sheet (56,745,847) (36,056,991)

EPS Basic & Diluted (1.20) 0.02

Weighted Average number of Shares 17,218,759 17,218,759

REGISTERED OFFICE:

The Registered Office of the Company has been changed from Ground Floor, A.S.Corporate House, No.307, Poonamallee High Road, Kilpauk, Chennai - 600 010 to No.5, Damodaran Street, Kellys, Chennai- 600 010 w.e.f. 02.04.2010 to facilitate operational convenience.

MATERIAL CHANGES AND COMMITMENTS:

There have been no material changes & Commitments, which have occurred between the end of the financial year of the company to which the balance sheet relates and the date of the report affecting the financial position of the company.

DEPOSITS AND LOANS/ ADVANCES:

The Company has not accepted any public deposits during the financial year.

The particulars of loans/ advances and investment in its own shares by listed companies, their subsidiaries, associates etc. required to be disclosed in the annual accounts of the company pursuant to Clause 32 of the listing agreement with the company, are furnished separately.

DIRECTORS

Smt. S Sailakshmi, Director of the company retires by rotation at the ensuing Annual General Meeting of the Company and being eligible offers herself for reappointment. Shri N.K.Premanandhan has been appointed as an additional director on 1 st March 2010 by the Board of Directors in terms of Section 260 of the Companies Act, 1956, He holds office upto the date of the ensuing Annual General Meeting of the Company to be held on 30th September, 2010. The requisite notices together with necessary deposits have been received from members pursuant to section 257 of the Companies Act, 1956 proposing the appointment of N. K. Premanandhan as director of the company. Shri K. Ramu and Shri Chandan Singhi, Directors resigned from the Board of Directors of the Company with effect from 29th September 2009 and 10th March 2010 respectively. The Board places on record their sincere and deep appreciation for valuable services rendered to the company.

AUDITORS:

M/s. C.N. Srinivasan, Chartered Accountant, Auditors of the Company retire at the conclusion of the ensuing Annual General Meeting of the Company and have not offered themselves for reappointment at the ensuing Annual General Meeting. The Board of Directors place on record their services and support rendered to the Company.

M/s Siddharrth & Mehta, Chartered Accountants, Chennai is proposed to be appointed as the Staturoy Auditors of the Company. The Company has received a Special notice from a member of the Company in terms of the provisions of the Companies Act, 1956, signifying the intention to propose the appointment of M/s Siddharrth & Mehta, Chartered Accountat as the Statutory Auditors of the company from the conclusion of the ensuing Annual General Meeting until the conclusion of the next Annual General meeting. M/s Siddharrth & Mehta, Chartered Accountants have also expressed their willingness to act as the Auditors of the Company and if appointed would be in conformity with the provisions of section 224(1 B) of the Companies Act, 1956 and the Company has obtained that their appointment if made will be within the limits specified therein.

AUDITORS REPORT:

The notes on accounts are self explanatory to the comments made by the Auditors in their Report and therefore do not call for any further explanations.

CORPORATE GOVERNANCE:

Your Company has always striven to incorporate appropriate standards for good corporate governance. The companys philosophy of Corporate Governance is aimed at exhibiting maximum transparency to the investors by providing them with more information. This is done not only with the information that are to be revealed under mandatory provisions but also with those information which according to the Management and the Board are relevant to the investors and other Statutory Authorities to whom these Reports are addressed to.

A separate report on Corporate Governance is produced as a part of the Annual Report of the Company.

The Auditors of the Company have certified that conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement are complied by the Company and their Certificate is annexed to the Report on Corporate Governance.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

The information regarding conservation of energy and technology absorption as required under Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are not applicable to your company. There were no foreign exchange earnings and outgo during the financial year.

PARTICULARS OF EMLPOYEES U/S 217(2A) OF THE ACT:

None of the employees have received remuneration in excess of the sum prescribed u/s 217(2A) of the Companies Act, 1956.

GOING CONCERN:

The Directors consider on the basis of current financial results, future projections and infrastructure available that the company has adequate resources to continue the operational existence in the foreseeable accounts and therefore, the accounts have been prepared on a going concern basis.

DIRECTORS RESPONSIBILITY STATEMENT

The Board of Directors hereby declare:-

(i) that in preparation of accounts, applicable accounting standards have been followed or where departure has been made, explanation relating to material departures;

(ii) that directors have selected such accounting policies and applied them and made judgments and estimates that are reasonable and prudent to give a true and fair view of state of affairs of the Company at the end of the 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 in accordance with the provisions of the Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; and

(iv) that the directors had prepared Annual Accounts on a Going Concern basis.

COMPANY SECRETARY:

The appointment of Whole time Company Secretary is under consideration of the Company. The company has been availing services of practicing company secretary from time to time to ensure compliance of the provisions of the applicable acts and statutes. Also the Annual Return of the Company is being certified by practicing company secretary from year to year and the company is also taking certifications from them for Stock Exchange Compliances.

CAUTIONARY STATEMENT:

Statements in the Management discussion and analysis describing the companys objectives, projections, estimates and expectations may be "forward looking statements" within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed or implied. Important factors that could make a difference to the companys operations include economic conditions affecting demand/supply and prices conditions in the domestic and overseas markets in which the company operates/ going to operate, changes in government regulations, tax laws and other statutes and other incidental factors.

ACKNOWLEDGMENT

Your directors wish to place on record their deep appreciation of the dedication and commitment of employees to the growth of your company during the year. Your directors also express their sincere gratitude to the bankers, consultants, Auditors, customers and the shareholders for their continued patronage and cooperation.



FOR AND ON BEHALF OF THE BOARD

Sd/- Sd/-

(N.k.Premanandhan) (S. Sailakshmi)

Whole time Director Director

Date: 07/09/2010

Place: Chennai

 
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