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
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.
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.
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.
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