Dear Members,
Your Directors have pleasure in presenting the 38th Annual Report together
with the Audited Financial Statement of the Companyforthefinancial 31 year ended st
March, 2024.
1. FINANCIAL RESULTS
|
2023-24 |
2022-23 |
|
(Rs. in Lakhs) |
(Rs. in Lakhs) |
| Revenue from Operation |
169.52 |
34.05 |
| Other Income |
165.64 |
3.25 |
Profit / (Loss) before Financial Charges, Depreciation, |
153.25 |
(12.69) |
Exceptional Item, and Tax |
|
|
Less Financial Charges |
0.00 |
0.95 |
| Depreciation |
1.64 |
6.08 |
Profit / (Loss) before Exceptional Item, Tax expenses |
151.61 |
(19.72) |
| Exceptional Item of Income |
201.80 |
0.00 |
Profit / (Loss) before Tax expenses |
353.41 |
(19.72) |
| Current Tax |
0.00 |
0.00 |
| Deferred Tax |
30.60 |
0.00 |
| MAT Credit Entitlement |
(32.45) |
0.00 |
| Prior Period Adjustment for Taxes |
0.00 |
0.97 |
Profit / (Loss) for the year |
351.56 |
(20.69) |
| Other Comprehensive Income (Net of Taxes) |
11,798.36 |
0.00 |
Profit / (Loss) after Tax |
12,149.92 |
(20.69) |
Add: Loss brought down from earlier year |
(126.96) |
(106.27) |
| Amount Carried to Reserves |
0.00 |
0.00 |
Balance Profit / (Loss) carried to Balance Sheet |
12,022.96 |
(126.96) |
2. DIVIDEND
The Board of Directors in its prudence has not recommended payment of any dividend for
the FY 2023-24. However, the Board of Directors of the Company has declared Interim
Dividend at its meeting held on 7th August, 2024 for the FY 2024-25 to
the shareholders as on the record date (i.e. 20th August, 2024) at Rs. 8 per
equity share amounting to Rs. 336.33 Lakhs.
3. TRANSFER TO RESERVES
The Board of Directors of your Company has decided not to transfer any amount to
reserves for the year under review.
4 . THE STATE OF COMPANY'S AFFAIRS AND OUTLOOK
The business of the company has achieved a top line of Rs. 169.52 Lakhs as against Rs.
34.05 Lakhs in the previous year. Other Income has gone up substantially to Rs. 165.64
Lakhs from Rs. 3.25 Lakhs in the previous year. The increase is mainly on account of
dividend received on shares of Strata Geosystems (India) Private Limited.
The Company has earned a profitafter tax of Rs. 351.56 Lakhs as against loss after tax
of Rs. 20.69 Lakhs during the previous year. This is mainly on account of dividend income
from Strata Geosystems (India) Private Limited and an exceptional income from Sale of
property.
OCI Income (Net of Taxes) of Rs. 11,798.36 Lakhs is on account of fair valuation of
investment in equity shares of Strata Geosystems (India) Private Limited.
During the year under review, there is no change in the nature of business.
5 . BOARD MEETINGS / COMMITTEE MEETINGS
(i) Board Meetings
Nine Board Meetings were held in the year 2023-24 and the gap between two Board
Meetings did not exceed 120 days. The meetings were held on, 30th May, 2023, 20th
June, 2023, 12th July, 2023, 10th August, 2023, 15th
August, 2023, 22nd September, 2023, 25th September, 2023, 10th
November, 2023 and 5th February, 2024.
Particulars of attendance at the above meetings are:
Name of the Directors |
No of Meeting entitled to attend |
Board Meetings Attended During 2023-24 |
| Mr. Ashok M. Bhawnani |
9 |
9 |
| Mr. Narendra Dalmia |
9 |
9 |
| Mr. Amit R. Dalmia |
9 |
9 |
| Mr. Durgaprasad S. Sabnis |
9 |
9 |
| Mr. J. Ramakrishnan |
9 |
9 |
| Ms. Meghna M Savla |
9 |
9 |
(ii) Audit Committee
The composition of the Audit Committee is as under:
Name of the Member |
Chairman / Member |
No of Meeting entitled to attend |
Meetings Attended During 2023-24 |
| Mr. Amit R. Dalmia |
Chairman |
4 |
4 |
| Mr. J. Ramakrishnan |
Member |
4 |
4 |
| Ms. Meghna M Savla |
Member |
4 |
4 |
The Board has accepted all recommendations of Audit Committee.
Four meetings of the Audit Committee were held in the year 2023-24 on 30th
May, 2023, 10th August, 2023, 10th November 2023 and 5th
February, 2024.
(iii) Nomination and Remuneration Committee
The composition of the Nomination and Remuneration Committee is as under:
Name of the Member |
Chairperson / Member |
No of Meeting entitled to attend |
Meetings Attended During 2023-24 |
| Mr. Amit R. Dalmia |
Chairman |
1 |
1 |
| Mr. Durgaprasad Sabnis |
Member |
1 |
1 |
| Ms. Meghna M Savla |
Member |
1 |
1 |
One meeting of Nomination and Remuneration Committee was held in the year 2023-24 on 25th
September, 2023.
(iv) Stakeholder Relationship Committee / Share Transfer Committee
The composition of Stakeholder Relationship Committee is as under:
Name of the Member |
Chairman / Member |
No of Meeting entitled to attend |
Meetings Attended During 2023-24 |
| Mr. Durgaprasad Sabnis |
Chairman |
8 |
8 |
| Mr. J. Ramakrishnan |
Member |
8 |
8 |
| Ms. Meghna M Savla |
Member |
8 |
8 |
Eight meetings of Stakeholder Relationship Committee were held in the year 2023-24 on
19th August, 2023, 8th September, 2023, 16th September,
2023, 10th October, 2023, 18th October, 2023, 16th
December, 2023, 22nd February, 2024 and 1st March, 2024.
(v) Independent Directors Meeting:
During the financial year 2023-24 one meeting of the Independent Directors was held on
5th February, 2024 in which both the Independent Directors attended the
meeting.
6. DIRECTORS' RESPONSIBILITY STATEMENT
Your Directors state that:
(i) in the preparation of the annual accounts, the applicable Indian Accounting
Standards (Ind AS) read with the requirements set out under Schedule III to the Act, have
been followed and there are no material departures from the same; (ii) the Directors have
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 affairsof the Company at the end of the financial year and of the profit of the Company
for the year ended on that date;
(iii) the Directors have taken proper and sufficient 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; (iv) the Directors have prepared the annual
accounts on a going concern basis.
(v) the Directors have laid down internal financial controls to be followed by the
Company and that such internal financial controls are adequate and are operating
effectively; and
(vi) the Directors have devised proper systems to ensure compliance with the provisions
of all applicable laws and that such systems are adequate and operating effectively.
7. STATEMENT ON INDEPENDENT DIRECTORS
The declarations required under Section 149(7) of the Companies Act, 2013 from the
Independent
Directors of the Company confirming that they meet the criteria of independence under
Section 149(6) of the Companies Act, 2013, have been duly received by the Company along
with a declaration of compliance of sub-rule (1) and sub-rule (2) of Rule 6 of Companies
(Appointment of Directors) Rules 2014. The independent directors have also complied with
the Code for Independent Directors prescribed in Schedule IV to the Act and Code of
Conduct for Directors and senior management personnel. In the opinion of the
Board, there has been no change in the circumstances which may affect their status as
Independent
Directors of the Company.
8. DISCLOSURE OF COMPANY'S POLICY ON DIRECTOR'S, KMP APPOINTMENT & CRITERIA
ETC.
The Company's policy relating to appointment of Directors, payment of managerial
remuneration, Directors qualifications, positive attributes, Independence of Directors and
other related matters as provided under section 178(3) of the Companies Act 2013 is
furnished as Annexure "II" to this report. The said policy is also
available on Company's website www.omnitex.com.
9. COMMENTS ON QUALIFICATION, RESERVATION OR ADVERSE REMARK
Statutory Auditor
The Notes on Financial Statements referred to in the Auditor's report are
self-explanatory. There are no qualifications, adverse remark or reservations in the
Auditors' report.
Secretarial Auditor
As required by Section 204 of the Act, 2013, the Secretarial Audit Report for the year
2023-24 for auditing the Secretarial and related records is attached herewith as Annexure
"IV" to the Board's Report. There are no qualifications, adverse remark or
reservations in the SecretarialAuditors' report.
10. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS
Loans
The Company has not given any loan during the current year and there is no loan
outstanding as at 31st March, 2024.
Guarantees
The Company has not given any Guarantees or provided any security during the current
year and there is no outstanding guarantee / security as at 31st March, 2024.
Investments
The Company has not made any fresh / additional investments during the current year
except in the mutual funds. The Company continues to hold investments in the equity of
Strata Geosystems (India) Private Limited amounting to Rs. 323.31 Lakhs (acquisition
cost). Reference is invited to paragraph 12 below.
11. RELATED PARTY TRANSACTIONS
There were no transactions of sale, purchase or supply of materials; sale, disposal,
purchase of property of any kind, leasing of property of any kind, availing or rendering
of any services, appointment as agent, appointment to any office or place of profit,
underwriting etc. with Related Parties within the meaning and scope of Section 188 of
Companies Act, 2013. Thus the information pursuant to Section 134(3)(h) of the Act read
with Rule 8(2) of the Companies (Accounts) Rules, 2014 in Form AOC-2 is not applicable to
the Company.
12. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY
The Company was party to share subscription and purchase agreement executed on 20th
June, 2023 along with Hella Infra Market Private Limited (‘Infra Market'), Glen Raven
Technical Fabrics LLC, Strata Geosystems (India) Private Limited (‘SGIPL'), and other
shareholders of SGIPL. The Company has agreed to sell the investment of 7,45,098 equity
shares of Strata Geosystems (India) Private Limited at a price of Rs. 1,722.25 per equity
share amounting to total consideration of Rs. 12,832.45 Lakhs but the same was terminated
due to failure by Infra Market to complete the proposed transaction within long stop date.
Further, the Company was holding 7,45,098 equity shares of Strata Geosystems (India)
Private
Limited ("SGIPL") out of which the Company had tendered after the end of the
year 12,241 equity shares of SGIPL in the buyback process at a price of Rs. 2,100 per
equity share amounting to total consideration of Rs. 257.06 Lakhs. Post buyback the
company is holding 7,32,857 equity shares of SGIPL.
Further, during the year the company has sold Unit No 317,318 & 319 at Tantia
Jogani Industrial
Premises, Lower Parel, Mumbai 400 011 for a total consideration of Rs. 351.00 Lakhs.
13. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS
AND OUTGO
Disclosures pertaining to Conservation of energy, technology absorption, are not
applicable to your company during the year under review.
There was no foreign exchange inflow or outflow during the year under review.
14. RISK MANAGEMENT
The Company has identified two major areas with potential risk that may threaten the
existence of the company.
(i) Investment risk
The Company is continuously monitoring the performance of the Strata Geosystems (India)
Private Limited to ensure that the company has adequate time to take necessary precautions
in the event of potential loss to its Investment.
(ii) Financial Risk
The Financial Risks are dealt with in the notes to the accounts.
15. CORPORATE SOCIAL RESPONSIBILITY
The provisions of Section 135 of the Companies Act, 2013 are not applicable to your
Company for the current year.
16. BOARD EVALUATION
Pursuant to Section 178(2) of the Companies Act, 2013, the Nomination and Remuneration
Committee has carried out evaluation of performance of every Director. The Board has
carried out an Annual performance evaluation of its own performance, of the Directors
individually as well as evaluation of the working of its various Committees. The
performance evaluation of Independent Director was carried out by the entire Board
excluding the Director being evaluated. The performance evaluation of the Chairman and
Non-Independent Director was carried out by the Independent Director at their separate
Meeting.
The Directors expressed their satisfaction with the evaluation process.
17. FAMILIARIZATION PROGRAMS OF INDEPENDENT DIRECTORS
Your Company has established familiarization and induction program. Further, at the
time of the appointment of an Independent Director, the Company issues a Letter of
appointment outlining his / her role, function, duties and responsibilities.
18. JOINT VENTURE / SUBSIDIARY / ASSOCIATE COMPANY
Company does not have any Subsidiary / Joint Venture / Associate company. Thus the
provision of information in form AOC-1 is not applicable to the Company.
There were no companies which have become/ceased to be Subsidiaries, Joint Ventures and
Associate Companies during the year.
19. DIRECTORS AND KMP
In accordance with the provisions of the Act and the Articles of Association of the
Company, Mr. Ashok Metharam Bhawnani (DIN: 00058344) is retiring by rotation at the
ensuing Annual General Meeting and being eligible, have offered himself for
re-appointment.
Mr. Chaitanya Kulkarni was appointed for the position of Company Secretary and
Compliance Officer w.e.f. 25th September, 2023 in place of resigned Company
Secretary and Compliance Officer, Ms. Karishma
Waghela.
20. DISCLOSURE PURSUANT TO SECTION 197(12) READ WITH RULE 5 OF COMPANIES (APPOINTMENTS
AND REMUNERATION) RULES 2014
(i) None of the Directors of the Company is drawing any remuneration other than sitting
fees. Hence the information in respect of ratio of remuneration of each director to the
median remuneration of employees etc., are not provided. Other information are:
I. Percentage increase in remuneration of each director, Chief Financial Officer, Chief
Executive Office During the financial year, there is no increase in remuneration drawn by
the Chief Financial Officer and Company Secretary.
II. Percentage increase in median remuneration of each directors, CFO, CEO, CS or
manager if any in the Financial Year: NIL
III. The percentage increase in the median remuneration of employees in the Financial
Year: NIL IV. The No. of Permanent Employees on the roll of Company: 2
V. Average percentile increase already made in the salaries of employees other than the
managerial personnel in the last financial year and its comparison with the percentile
increase in the managerial remuneration and justification thereof and point out if there
are any exceptional circumstances for increase in the managerial remuneration - No
increase in remuneration the remuneration policy of the Company we affirm VI. Affirmation
that the Company is paying remuneration as per the policy of the company.
(ii) As there were no employees drawing remuneration more than the limit prescribed
under rule 5 of Companies (Appointments and Remuneration) Rules, 2014 as amended from time
to time, the same information is not provided.
Statement showing the names of the top 10 employees in terms of remuneration drawn
shall be provided on request.
21. AUDITORS
(i) Statutory Auditor
M/s. JMT & Associates, Chartered Accountants having Firm registration no. 104167W
were appointed as Auditors of the Company in the 35th AGM of the Company held on 30th
September 2021 for a term of 5 (Five) consecutive years i.e. upto the conclusion of AGM to
be held in the year 2026.
The audit report of M/s. JMT & Associates, Chartered Accountants on the Financial
Statements of the
Company for the financial year 2023-24 forms part of this report
(ii) Secretarial Auditor
M/s. JSD & ASSOCIATES, Practising Company Secretaries (Membership No. ACS 50447, CP
No.
3479/2023 were appointed as Secretarial Auditor for the
18523)havingPeerReviewCertificate
Financial year 2023-24. Secretarial audit report as issued is annexed herewith as Annexure
IV.
(iii) Cost Auditor
The appointment of cost auditor is not applicable to the company.
22. DEPOSITS
The Company has not accepted / renewed any deposits during the year and is also not
carrying forward any deposits.
23. SIGNIFICANT AND MATERIAL ORDER IMPACTING THE GOING CONCERN STATUS AND
COMPAN?'S OPERATIONS IN FUTURE
No Significant and Material order was passed by any authority during the year under
going concern status and company's operation in future.
24. INTERNAL FINANCIAL CONTROLS
M/s. A. S. Sureka & Associates Chartered Accountants, Mumbai were re-appointed as
the Internal Auditors of the Company for the Financial Year 2023-24. Based on the reports
of Internal Audit function, corrective action are undertaken in the respective areas and
thereby strengthening the controls.
During the year under review, no material or serious observation has been received from
the Internal
Auditors of the Company for inefficiency or inadequacy of such controls.
25. VIGIL MECHANISM
The Company has established a vigil mechanism and oversees through the Audit Committee,
the genuine concerns expressed by the employees and other Directors. The Company has also
provided adequate safeguards against victimization of Employees and Directors who express
their concerns. The Company has also provided direct access to the Chairman of the Audit
Committee on reporting issues concerning the interests of Company's employees and the
Company. The Vigil Mechanism Policy is available on Company's Website www.omnitex.com.
26. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
Management Discussion and Analysis Report as per Regulation 34 of SEBI (LODR)
Regulations, 2015, is annexed to this Board Report as "Annexure III".
27. STATEMENT ON COMPLIANCES OF SECRETARIAL STANDARDS:
The Board of Directors have complied with applicable Secretarial Standards as
specified u/s. 118 of
Companies Act, 2013.
28. EXTRACT OF ANNUAL RETURN:
Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return
of the Company as on 31st March, 2024 is available on the website of the
Company at www.omnitex.com.
29. REPORT ON THE SEXUAL HARRESSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT 2013.
The Company has in place a policy for prevention of Sexual Harassment at the Workplace
in line with the requirements of Sexual Harassment of Women at the Workplace (Prevention,
Prohibition and Redressal) Act, 2013.
In terms of section 22 of the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013, we report that, during 2023-24, no case has been
reported under the said act.
30. CORPORATE GOVERNANCE REPORT
In terms of Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, Regulations 17 to 27 and clauses (b) to (i) and (t) of sub-regulation
(2) of Regulation 46 and para C, D and E of Schedule V of Listing Regulations shall not
apply in respect of paid up share capital of the Company is not exceeding Rs. 10 Crores
and Net worth is not exceeding Rs. 25 Crores as on the last day of previous financial
year. In view of the above separate corporate governance report is not provided.
31. UNCLAIMED DIVIDEND AND UNCLAIMED SHARES
As at 31st March, 2024 there is no unpaid / unclaimed dividend and there are
no shares to be transferred to the Investor Education & Protection Fund.
32. BUSINESS RESPONSIBILITY REPORT
Pursuant to Regulation 34 of the SEBI Listing Regulations, top one thousand listed
entities based on market capitalization (calculated as on 31st March of
previous financial year) shall provide Business Responsibility Report for the financial
year 2023-24. The Company is outside the top thousand listed entities. In view of this,
Business Responsibility Report is not applicable.
33. CODE OF CONDUCT FOR PROHIBITION OF INSIDER TRADING
Your Company has in place a Code of Conduct for Prohibition of Insider, which lays down
the process for trading in securities of the Company by the Designated Persons and to
regulate, monitor and report trading by the employees of the Company either on his / her
own behalf or on behalf of any other person, on the basis of Unpublished Price Sensitive
Information. The aforementioned amended Code, as amended, is available on the website of
the Company.
34. ISSUE OF SHARES ETC.
(i) The Company has not issued any shares with differential rights and hence no
information as per provisions of Section 43(a)(ii) of the Act read with Rule 4(4) of the
Companies (Share Capital and Debenture) Rules, 2014 is furnished.
(ii) The Company has not issued any sweat equity shares during the year under review
and hence no information as per provisions of Section 54(1)(d) of the Act read with Rule
8(13) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.
(iii) The Company has not issued any equity shares under Employees Stock Option Scheme
during the year under review and hence no information as per provisions of Section
62(1)(b) of the Act read with Rule 12(9) of the Companies (Share Capital and Debenture)
Rules, 2014 is furnished.
35. GENERAL DISCLOSURE:
(i) The Company has not issued equity shares with differential rights as to dividend,
voting or otherwise.
(ii) There are no applications made by or any proceedings pending against the Company
under the Insolvency and Bankruptcy Code, 2016, during the year under review.
(iii) During the year under review, there were no instance of one-time settlement with
banks or financial as enumerated under Rule 8(5)(xii) of Companies
institutionsandhencethedifferences
(Accounts) Rules, 2014, as amended, do not arise.
Regulators, Courts, Tribunals impacting going concern (iv) NoSignificant status and
status of company's operations in future.
(v) During the year under review there are no shares in the demat suspense account or
unclaimed suspense account of the Company.
36. LISTING WITH STOCK EXCHANGE:
The Company's Equity Shares are listed at BSE Limited with script code 514324. The
Company confirms that it has paid the Annual Listing Fees for the year 2023-24 and 2024-25
to BSE where the Company's Shares are listed.
37. APPRECIATION
The Board of Directors records its grateful thanks to all the stakeholders of the
Company for their continued support and co-operation.
