To the Members
Your Directors have pleasure in presenting the Twenty Ninth Annual
Report together with the Audited Accounts of your company for the Financial Year ended on
31 st March 2022.
OPERATIONS
The financial results of the Company during the year under review as
compared to the previous year are summarized as under:
(Rs. In Lakhs)
| PARTICULARS |
As on 31.03.2022 |
As on 31.03.2021 |
| Sales & Other Income |
- |
- |
| Profit / (Loss) before Depreciation and Tax |
(16.96) |
(16.33) |
| Less: Depreciation |
- |
- |
| Profit / ( Loss) before Tax |
(16.96) |
(16.33) |
| Provision for Deferred Tax Asset |
- |
- |
| Profit/ (Loss) after Tax |
(16.96) |
(16.33) |
| Number of Shares |
17218759 |
17218759 |
| EPS Basic & Diluted |
|
|
DIVIDEND
Your directors do not recommend any dividend as there was a loss during
the year under review.
TRANSFER TO RESERVES IN TERMS OF SECTION 134 (3) (J) OF THE COMPANIES
ACT, 2013 The Board has decided not to transfer any amount to the Reserves for the year
under review.
PUBLIC DEPOSITS AND LOANS/ ADVANCES
The company has not accepted any public deposits during the financial
year.
STATE OF AFFAIRS OF THE COMPANY:
Information on the operations and financial performance, among others
for the period under review, is given in the Management Discussion and Analysis Report
which is annexed to this Report and is in accordance with the SEBI (Listing Obligation and
Disclosure Requirements) Regulations, 2015.
CHANGE IN NATURE OF BUSINESS, IF ANY
There has been no change in nature of business of the Company during
the FY under review.
DIRECTORS & KEY MANAGERIAL PERSONNEL
As on the date of the Report the Board comprises of 4 directors of whom
3 are independent including a woman director. There is no change in the KMP during the
year under review.
DECLARATION FROM INDEPENDENT DIRECTORS
The Company has received necessary declaration from each Independent
Directors of the Company under Section 149(7) of the Companies Act, 2013 that the
Independent Directors of the Company meet with the criteria of their independence laid
down in Section 149(6).
SUBSIDIARY COMPANIES
The Company has no subsidiary Companies as of March 31,2022.
MATERIAL CHANGES AND COMMITMENTS
There have been no material changes and commitments, which affect the
financial position of the Company which have occurred between the end of the FY and the
date of this Report.
BOARD MEETINGS:
During the year,5 Board Meetings were convened and duly held. The
details of which are given in the Corporate Governance Report, which forms part of this
report. The intervening gap between the Meetings was within the period prescribed under
the Companies Act, 2013.
AUDIT COMMITTEE:
The Audit Committee comprises of, Mr. A. Govindaraj (Chairman), Mrs. V.
Mythili (Member), Mr. P.J. Sunderrajan (Member) and Mr. K. Ramakrishnan (Member). Powers
and role of the Audit Committee are included in the Corporate Governance Report. All the
recommendation made by the Audit Committee was accepted by the Board of Directors.
REMUNERATION POLICY:
The Company has framed a Nomination and Remuneration Policy pursuant to
Section 178 of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015. The Policy is
provided in Annexed to this Report as "Annexure I'
VIGIL MECHANISM
The Company has established a vigil mechanism called Whistle-blower
policy for its directors and employees to report genuine concerns pursuant to the
provisions of Section 177(9)& (100 of the Companies Act, 2013 and as per Regulation 22
of SEBI (LODR), Regulations, 2015. The details of the Whistle blower is explained in the
Corporate Governance Report and also posted in the website of the Company.
DIRECTORS RESPONSIBILITY STATEMENT
As required under Section 34(5) of the Companies Act, 2013, your
Directors confirm :
i. that in preparation of accounts applicable accounting standards have
been followed:
ii. that directors have selected such accounting policies and applied
them constantly and made judgments 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.
v. 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.
vi. the Directors had devised proper systems to ensure compliance with
the provision of all applicable laws and that such systems were adequate and operating
effectively.
PARTICULARS OF LOANS & INVESTMENTS BY COMPANY
During the year your company had not given any Loans, provide any
Guarantee covered under the provisions of Section 186 of the Companies Act, 2013.
EXTRACT OF ANNUAL RETURN
The weblink for accessing extract of annual return is
https://www.omniaxs.co.in AUDITORS
The present Auditors M/s. A. John Moris & Co., Chartered
Accountants, Chennai, (FRN: 007220S) were appointed for a period of 5 years, pursuant to
the resolution passed by the members at the Annual General Meeting held on 30th September,
2017 retires on the conclusion of the 30th AGM. It is proposed to appoint M/s B
B Gusani And Associates, Chartered Accountants (FRN/ M.No. 140785W) as statutory auditors
of the company for a period of 1 year form the conclusion of this AGM to the conclusion of
the 31s1 AGM.
AUDITORS REPORT
The Auditor?s Report does not contain any qualifications,
reservations or adverse remarks.
SECRETARIAL AUDIT
Secretarial audit report in Form MR3 as given by Mr. S. Ganesan,
Practicing Company Secretary is annexed to this Report. The Report does not contain any
qualifications, reservations or adverse remarks.
INFORMATION AS PER SECTION 134(3) OF THE COMPANIES ACT, 2013
The information regarding conservation of energy and technology
absorption are not applicable to your company. There were no foreign exchange earnings and
outgo during the financial year.
SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS
There are no significant and material order passed by the regulators or
Courts or Tribunals impacting the going concern status and the company?s operations
in future.
DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS
The Company has an Internal Control System commensurate with the size,
scale and complexity of its operations. RISK MANAGEMENT POLICY
The Company has put in place Risk Management Policy compatible with the
type and size of operations and risk perception. The said policy is drawn up based on the
guidelines of SEBI and stock exchanges issued in this regard.
CORPORATE SOCIAL RESPONSIBILITY
The Company does not fall into the criteria stipulated for the
applicability of Section 135 of the Companies Act, 2013 and hence the provisions of the
section is not applicable.
RELATED PARTY TRANSACTIONS
During the year under review, there was no transaction with related
party that needs to be reported.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORK PLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
As there are no women employee the need for setting up of Internal
Complaints Committee does not arise.
PREVENTION OF INSIDER TRADING
In compliance with the provisions of the Securities and Exchange Board
of India (Prohibition of Insider Trading) Regulations, 2015, as amended, the Company has
formulated and adopted the revised "Code of Conduct for Prevention of Insider
Trading" (‘the Insider Trading Code"). The object of the Insider Trading
Code is to set framework, rules and procedures which all concerned persons should follow,
while trading in listed or proposed to be listed securities of the Company. During the
year, the Company has also adopted the Code of Practice and Procedures for Fair Disclosure
of Unpublished Price Sensitive Information ("the Code") in line with the SEBI
(Prohibition of Insider Trading) Amendment Regulations, 2018. The Code is available on the
Company?s website, wvm. omniaxs. co. in
MANAGEMENT DISCUSSION AND ANALYSIS
A separate section on Management Discussion and Analysis Report forming
part of the Annual report is attached. FORMAL ANNUAL EVALUATION
Pursuant to the provisions of the Companies Act, 2013 and SEBI(LODR)
Regulations, 2015 the Board has carried out an annual performance evaluation of its own
performance, the directors individually as well as the evaluation of the working of its
Audit, Nomination & Remuneration and Stakeholders Relationship Committee. The
performance evaluation of the independent directors was carried out by the entire Board.
The Directors expressed their satisfaction with the evaluation process and the performance
of the Board.
LISTING
The shares of the company are listed with Bombay Stock Exchange.
CORPORATE GOVERNANCE
The report on Corporate Governance as SEBI (LODR), Regulations, 2015
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.
PARTICULARS OF EMPLOYEES
None of the employees of the Company received remuneration in excess of
the limits prescribed Under Rule 5(2) of The Companies (Appointment and Remuneration of
Managerial Personnel Rules of the Companies Act, 2013. However the details of payment of
remuneration to KMP is provided as detailed in Annexure-ll
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 of Directors |
|
| Place: |
Chennai |
(K. Ramakrishnan) |
(A.Govindaraj) |
| Date: |
11.08.2022 |
WholeTime Director |
Director |
|
|
DIN:00218129 |
DIN:03496870 |
