OMANSH - Bombay Stock Exchange · Name of Director Gaurav Mutreja Pooja Bhatia Age 27 years 35...

OMANSHENTERPRISES LIMITED

41ST

ANNUAL REPORT2014-2015

CORPORATE INFORMATION

Chairman : Mr. Divesh Kumar Bajaj (Independent)Whole Time Director : Mr. Radhey ShayamNon Executive Directors : Mr. Vidya Sagar Bhatia (Independent)

Ms. Pooja BhatiaMr. Gaurav Mutreja

Company Secretary : Mr. Nitin Gupta& Chief Financial Officer

Auditors : M/s Satyendra Mrinal & AssociatesChartered AccountantsNew Delhi

Registered Office : Shop No. 37, QD Block, DDA Market,Pitampura, New Delhi – 110034Ph.: +91-9891408133Website: www.omanshenterprises.comEmail Id: [email protected]

Details of RTA : Skyline Financial Services Private LimitedD-153/A, 1st Floor, Okhla Industrial Area,Phase – I, New Delhi - 110020Ph.: +91-(0)11-6473 2681/ 6473 2682Fax: +91-(0)11-2681 2682Email Id: [email protected]

The Equity Shares of the Company are listed at Bombay Stock Exchange.(Delhi Stock Exchange and Uttar Pradesh Stock Exchange since not functional)

NOTICE

Notice is hereby given that the 41st Annual General Meeting of the Members ofM/s Omansh Enterprises Limited will be held on Saturday, the 12th day ofSeptember, 2015 at 10:30 A.M. at Twist ’n’ Turn Banquet, 226-227 Shop inPark Mall, Shalimar Bagh, New Delhi 110088, to transact the followingbusinesses:

Ordinary Business:

1. To receive, consider and adopt the Audited Balance Sheet of theCompany as at 31st March, 2015 and Profit and Loss Account for theyear ended on that date together with the Reports of the Auditors’ andDirectors’ thereon.

2. To appoint a Director in place of Mr. Gaurav Mutreja (DIN: 00708580),who retires by rotation and being eligible, offers himself for re-appointment.

3. Appointment of Auditors:

To consider and if thought fit, to pass the following resolution asan Ordinary Resolution:

“RESOLVED THAT pursuant to the provisions of section 139 and otherapplicable provisions, if any, of the Companies Act, 2013 and the Rulesframed thereunder, as amended from time to time, the Company herebyratifies the appointment of M/s Satyendra Mrinal & Associates,Chartered Accountants, New Delhi, as Auditors of the Company to holdoffice from the conclusion of this Annual General Meeting (AGM) till theconclusion of the 42nd AGM of the Company to be held in the year 2016at such remuneration plus service tax, as may be mutually agreedbetween the Board of Directors of the Company and the Auditors.”

Special Business

4. Appointment of Ms. Pooja Bhatia as Director

To Consider and if thought fit, to pass, the following resolution

Omansh Enterprises Limited Annual Report 2014-2015 44Omansh Enterprises Limited Annual Report 2014-2015 1

CONTENTS

Page No.

1. Notice of Annual General Meeting 1

2. Director’s Report 13

3. Auditor’s Report 37

4. Balance Sheet 43

5. Statement of Profit & Loss 44

6. Cash Flow Statement 45

7. Notes to Financial Statements 46

8. Attendance Slip and Proxy Form 56

of the Company carrying voting rights may appoint a single personas proxy and such person shall not act as proxy for any otherperson or shareholder.

3. Corporate Members intending to send their authorised representativesto attend the meeting are requested to send to the Company a dulycertified copy of the Board Resolution/ Authorisation together with thespecimen signatures authorising their representatives to attend andvote on their behalf at the Meeting.

4. The Register of Members and the Share Transfer Book of the Companyshall remain closed from Wednesday 9th September 2015 to Saturday12th September 2015 (both days inclusive).

5. Explanatory Statement as required under section 102 of the CompaniesAct, 2013, in respect of Special Business under Item No. 4 is enclosedherewith.

6. Details in respect of the Directors seeking appointment/reappointmentat the Meeting is annexed to the Notice as Annexure–A.

7. Notice of the Meeting of the Company, inter alia, indicating the processand manner of e–voting along with Attendance Slip and Proxy Form isbeing sent to the members, whose email ids are registered with theCompany and Depository Participant(s) for communication purposesunless any member has requested for a hard copy of the same. Formembers who have not registered their email address, physical copiesof the Notice of the Meeting is being sent through permitted mode.

8. Members who have not registered their e-mail addresses so farare requested to register their e-mail address for receiving allcommunications including Annual Report, Circulars, etc. fromthe Company electronically.

9. Members may also note that the Notice of the Meeting and the AnnualReport wil l also be available on the Company’s websitewww.omanshenterprises.com for download. The physical copies ofthe aforesaid documents will also be available at the Company’s

as an Ordinary Resolution:

“RESOLVED THAT Ms. Pooja Bhatia (DIN: 00188770), who wasappointed as an Additional Director of the Company with effect from21st March 2015 by the Board of Directors and who holds office upto thedate of this Annual General Meeting of the Company under Section161(1) of the Companies Act, 2013 (the Act), who is eligible forappointment and in respect of whom the Company has received a noticein writing under Section 160(1) of the Act from a Member proposing hercandidature for the office of Director, be and is hereby appointed aDirector of the Company.”

For and on Behalf of the BoardFor Omansh Enterprises Limited

Sd/-Nitin Gupta

Company Secretary & CFOPAN: AKWPG1237F

Date:7th August 2015 Regd. Off.: Shop No. 37, QD Block,Place:New Delhi DDA Market, Pitampura, New Delhi – 110034

Notes:

1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE ANNUALGENERAL MEETING (THE “MEETING”) IS ENTITLED TO APPOINTA PROXY TO ATTEND AND VOTE INSTEAD OF HIMSELF/HERSELFAND THE PROXY NEED NOT BE A MEMBER OF THE COMPANY.THE PROXY FORM IN ORDER TO BE EFFECTIVE MUST BEDEPOSITED WITH THE COMPANY NOT LESS THAN 48 HOURSBEFORE THE TIME FIXED FOR COMMENCEMENT OF THE MEETINGi.e. upto 10:30 am on 10th September 2015.

2. A person can act as proxy on behalf of members not exceedingfifty and holding in aggregate not more than ten percent of thetotal share capital of the Company carrying voting rights. Amember holding more than ten percent of the total share capital

44Omansh Enterprises Limited Annual Report 2014-2015 2 44Omansh Enterprises Limited Annual Report 2014-2015 3

may cast their vote electronically. The e-voting module shall bedisabled for voting thereafter. Once the vote on a resolution iscast by the Member, he / she shall not be allowed to change itsubsequently or cast vote again.

(vi) The voting rights of members shall be in proportion to their sharesin the paid up equity share capital of the Company as on cut-offdate. A person, whose names is recorded in the register ofmembers or in the register of beneficial owners maintained bythe depositories as on cut-off date only shall be entitled to availfacility of remote e-voting and poll process at the venue of themeeting.

(vii) Any person, who acquires shares of the Company and becomesa member of the Company after dispatch of the Notice and holdingshares as on cut-off date, may cast vote after following theinstructions for e-voting as provided in the Notice convening theMeeting, which is available on the website of the Company andCDSL. However, if you are already registered with CDSL for remotee-voting then you can use your existing User ID and passwordfor casting your vote.

(viii) The Scrutinizer shall, immediately after the conclusion of votingat the meeting, would count the votes cast at the meeting,thereafter unblock the votes cast through remote e-voting in thepresence of at least two witnesses not in the employment of theCompany and make, not later than three days of conclusion ofthe meeting, a consolidated Scrutinizer’s Report of the total votescast in favour or against, if any, to the Chairman, who shallcountersign the same.

(ix) The results declared along with the Scrutinizer’s Report shall beplaced on the Company’s website www.omanshenterprises.comand on the website of CDSL i.e., www.evotingindia.comimmediately after the result is declared. The Company shallsimultaneously forward the results to BSE Limited [BSE], wherethe equity shares of the Company are listed.

Registered Office for inspection at any time between 10:00 a.m. to1:00 p.m. on any working day upto the date of Meeting. Even afterregistering for e-communication, members are entitled to receive suchcommunication in physical form, upon making a request for the same,by post free of cost. For any communication, the shareholders mayalso send requests to the Company’s investor email ID i.e.,[email protected].

10. Voting through electronic means:

(i) In compliance with provisions of section 108 of the Act and Rule20 of The Companies [Management and Administration] Rules,2014 and clause 35B of the Listing Agreement, the Company isproviding e-voting facility as an alternative mode of voting whichwill enable the members to cast their votes electronically.Necessary arrangements have been made by the Company withCentral Depository Services [India] Limited [CDSL] to facilitatee-voting. The detailed process, instructions and manner for availinge-Voting facility is annexed to the Notice as Annexure–B.

(ii) Ms. Anju Yadav, Practicing Company Secretary [MembershipNo. A32111] has been appointed as the Scrutinizer to scrutinizethe voting and remote e-voting process in a fair and transparentmanner.

(iii) Members who have cast their vote by remote e-voting prior to themeeting may also attend the meeting but shall not be entitled tocast their vote again.

(iv) Members can opt for only one mode of voting i.e. either by e-voting or poll paper. In case Members cast their votes throughboth the modes, voting done by e-voting shall prevail and votescast through Poll Paper shall be treated as invalid.

(v) The e-voting period commences on Tuesday, 8th September 2015[9:00 a.m.] and ends on Friday, 11th September 2015 [5:00 p.m.].During this period, Members holding shares either in physicalform or demat form, as on 5th September 2015 i.e. cut-off date,


their demat accounts. Members holding shares in physical formcan submit their PAN details to the Company / registrar andShare Transfer Agents.

Annexure-A : to the Notice dated 7th August 2015- Details of Directorseeking Appointment/ Reappointment

Name of Director Gaurav Mutreja Pooja Bhatia

Age 27 years 35 years

Date of Appointment by the 9th May, 2012 21st March, 2015Board of Directors

Brief Resume and nature of He is a commerce graduate and She is a Law Graduate and aexpertise in functional areas having over 5 years experience in Fellow Member of ICSI.She is having

the Corporate Matters 11 years experience in CorporateLegal Matters

Directorships held in other J.K. L’atelier Limitedpublic Companies [excluding Vani Commercials Limited Vani Commercials Limitedforeign and private Companies]

Memberships / Chairmanships Vani Commercials Limited Vani Commercials Limitedof Committees of other – Audit Committee (Member) – Nomination and RemunerationPublic Companies Committee (Member)

Vani Commercials Limited –Nomination and RemunerationCommittee (Member)

Vani Commercials Limited –Shareholders/ Investor’s GrievanceCommittee (Member)

Number of shares held in 14,500 Equity Shares 1,50,000 Equity Sharesthe Company

11. The route map giving the directions, to the venue of the AGM is annexedto the Notice as Annexure–C.

12. REQUEST TO MEMBERS

(i) Members/Proxies attending the meeting are requested to bringtheir attendance slip along with their copy of Annual Report tothe Meeting.

(ii) Queries proposed to be raised at the Annual General Meetingmay be sent to the Company at its registered office at leastseven days prior to the date of AGM to enable the managementto compile the relevant information to reply the same in themeeting.

(iii) Members holding shares in demat form are requested to intimateall changes pertaining to their bank details, National ElectronicClearing Service [NECS], Electronic Clearing Services [ECS]mandates, nominations, power of attorneys, change in address,change of name, email address, contact numbers, etc. to theirDepository Participant [DP]. Changes intimated to the DP willthen be automatically reflected in the Company’s records whichwill help the Company and the Company’s Registrar and TransferAgents to provide efficient and better services. Members holdingshares in physical form are requested to intimate such changesto Registrar and Transfer Agents of the Company.

(iv) In case of joint holders attending the Meeting, only such jointholder who is higher in the order of names will be entitled to vote.Members who hold shares in physical form in multiple folios inidentical names or joint holding in the same order of names arerequested to send the share certificates to Registrar, forconsolidation into a single folio.

(v) The Securities and Exchange Board of India (SEBI) has mandatedthe submission of Permanent Account Number (PAN) by everyparticipant in securities market. Members holding shares inelectronic form are, therefore, requested to submit their PAN totheir Depository Participants with whom they are maintaining


recorded in your demat account or in the company records inorder to login.

· If both the details are not recorded with the depository or companyplease enter the member id / folio number in the Dividend Bankdetails field as mentioned in instruction (v).

(ix) After entering these details appropriately, click on “SUBMIT” tab.

(x) Members holding shares in physical form will then directly reach theCompany selection screen. However, members holding shares in dematform will now reach ‘Password Creation’ menu wherein they are requiredto mandatorily enter their login password in the new password field.Kindly note that this password is to be also used by the demat holdersfor voting for resolutions of any other company on which they are eligibleto vote, provided that company opts for e-voting through CDSL platform.It is strongly recommended not to share your password with any otherperson and take utmost care to keep your password confidential.

(xi) For Members holding shares in physical form, the details can be usedonly for e-voting on the resolutions contained in this Notice.

(xii) Click on the EVSN of OMANSH ENTERPRISES LIMITED on whichyou choose to vote.

(xiii) On the voting page, you will see “RESOLUTION DESCRIPTION” andagainst the same the option “YES/NO” for voting. Select the optionYES or NO as desired. The option YES implies that you assent to theResolution and option NO implies that you dissent to the Resolution.

(xiv) Click on the “RESOLUTIONS FILE LINK” if you wish to view the entireResolution details.

(xv) After selecting the resolution you have decided to vote on, click on“SUBMIT”. A confirmation box will be displayed. If you wish to confirmyour vote, click on “OK”, else to change your vote, click on “CANCEL”and accordingly modify your vote.

(xvi) Once you “CONFIRM” your vote on the resolution, you will not be allowedto modify your vote.

(xvii) You can also take a print of the votes cast by clicking on “Click here toprint” option on the Voting page.

Annexure-B : to the Notice dated 7th August 2015 - Instructions for e-Voting. The instructions for members for voting electronically are asunder:

(i) The voting period begins on Tuesday, 8th September 2015 from 9:00a.m. and ends on Friday, 11th September 2015 at 5:00 p.m. During thisperiod shareholders of the Company, holding shares either in physicalform or in dematerialized form, as on Saturday the 5th day of September2015, being the Cut-Off date may cast their vote electronically. The e-voting module shall be disabled by CDSL for voting thereafter.

(ii) Shareholders who have already voted prior to the meeting date wouldnot be entitled to vote at the meeting venue.

(iii) The shareholders should log on to the e-voting websitewww.evotingindia.com.

(iv) Click on Shareholders.

(v) Now Enter your User ID

a. For CDSL : 16 digits beneficiary ID,

b. For NSDL : 8 Character DP ID followed by 8 Digits Client ID,

c. Members holding shares in Physical Form should enter FolioNumber registered with the Company.

(vi) Next enter the Image Verification as displayed and Click on Login.

(vii) If you are holding shares in demat form and had logged on towww.evotingindia.com and voted on an earlier voting of any company,then your existing password is to be used.

(viii) If you are a first time user follow the steps given below:

For Members holding shares in Demat and Physical Form

· PAN Enter your 10 digit alpha-numeric PAN issued by IncomeTax Department (Applicable for shareholders holding shares indemat as well as physical form)

· Dividend Bank Details OR Enter the Dividend Bank Details orDate of Birth (in dd/mm/yyyy format) Date of Birth (DOB) as


(xviii) If a demat account holder has forgotten the login password then Enterthe User ID and the image verification code and click on Forgot Password& enter the details as prompted by the system.

(xix) Note for Non – Individual Shareholders and Custodians

· Non-Individual shareholders (i.e. other than Individuals, HUF,NRI etc.) and Custodian are required to log on towww.evotingindia.com and register themselves as Corporates.

· A scanned copy of the Registration Form bearing the stampand sign of the entity should be emailed [email protected].

· After receiving the login details a Compliance User should becreated using the admin login and password. The ComplianceUser would be able to link the account(s) for which they wish tovote on.

· The list of accounts linked in the login should be mailed [email protected] and on approval of the accountsthey would be able to cast their vote.

· A scanned copy of the Board Resolution and Power of Attorney(POA) which they have issued in favour of the Custodian, if any,should be uploaded in PDF format in the system for the scrutinizerto verify the same.

(xx) In case you have any queries or issues regarding e-voting, you mayrefer the Frequently Asked Questions (“FAQs”) and e-voting manualavailable at www.evotingindia.com, under help section or write an emailto [email protected]

Contact Details:

Mr. Wenceslaus FurtadoDeputy Manager, CDSL17th Floor, PJ Towers, Dalal Street, Fort, Mumbai–400 001.Email: [email protected], Tel: 022-22723333/8588


‘Annexure -C’Route Map for Shop In Park Mall


DIRECTOR’S REPORT

To,The Members ofM/s Omansh Enterprises Limited

Your Directors have pleasure in presenting the 41st Director’s Report of yourCompany together with the Audited Statement of Accounts and the Auditors’Report of your company for the financial year ended, 31st March, 2015.

1. FINANCIAL HIGHLIGHTS AND STATE OF COMPANY’S AFFAIRS

(a) (Amount in )

Particulars Current year Previous Year

Sales 2,09,24,792.00 9,80,48,987.00Other Income 14,05,952.00 9,68,419.00Total Income 2,23,30,744.00 9,90,17,406.00

Depreciation 3,58,541.00 3,73,350.00Tax

Current Tax 87,228.00 1,05,521.00Deferred Tax (7,926.00) 0.00Profit/(Loss) after Tax 2,43,611.43 1,92,598.00

Earnings per share ( )

Basic 0.01 0.05Diluted 0.01 0.05

(b) During the year, your Company recorded Total Revenue of 2,23,30,744.00/- (previous year 9,90,17,406.00/-). The Companyrecorded a Net Profit of 2,43,611.43/- during the financial year ended31st March, 2015 as compared to a Net Profit of 1,92,598.00/- in theprevious year.

(c) Transfer to Reserves in Terms of Section 134 (3) (j) of theCompanies Act, 2013

Explanatory Statement pursuant to the provisions of Section 102 of theCompanies Act, 2013

Item No.4:

The Board of Directors of the Company, pursuant to the provisions of Section161(1) of the Act and the Articles of Association of the Company, has appointedMs. Pooja Bhatia as an Additional Director of the Company with effect from21st March 2015. In terms of the provisions of Section 161(1) of the Act, Ms.Pooja Bhatia would hold office up to the date of the ensuing Annual GeneralMeeting. The Company has received a notice in writing alongwith the depositof requisite amount under Section 160 of the Act proposing the candidature ofMs. Pooja Bhatia for the office of Director of the Company.

Ms. Pooja Bhatia is not disqualified from being appointed as a Director interms of Section 164 of the Act and has given her consent to act as a Director.Ms. Pooja Bhatia possesses appropriate skills, experience and knowledge,inter alia, in the field of law.

Brief resume of Ms. Pooja Bhatia, nature of her expertise in specific functionalareas and names of other public limited companies in India in which sheholds directorships and details of memberships / chairmanships of BoardCommittees of the public limited companies in India and other details isenclosed with the notice.

Keeping in view her vast expertise and knowledge, it will be in the interest ofthe Company that Ms. Pooja Bhatia is appointed as Director.

Save and except Ms. Pooja Bhatia and her relatives, to the extent of theirshareholding, in the Company, none of the other Directors / Key ManagerialPersonnel of the Company / their relatives are, in any way, concerned orinterested, financially or otherwise, in the resolution set out at Item No. 4 ofthe Notice. The Board recommends the Ordinary Resolution set out at ItemNo. 4 of the Notice for approval by the shareholders.

For and on Behalf of the BoardFor Omansh Enterprises Limited

Sd/-Nitin Gupta

Company Secretary & CFOPAN: AKWPG1237F

Date:7th August 2015 Regd. Off.: Shop No. 37, QD Block,Place:New Delhi DDA Market, Pitampura, New Delhi – 110034

No amount was transferred to reserves during the financial year ended31st March, 2015.

(d) Dividend

Your Directors do not recommend any dividend for the year ended31st March, 2015.

(e) Highlights of the Year

During the year, the Company has conducted the Postal Ballot for thefollowing purposes:

Alteration of Part A of clause III of the Memorandum of Associationof the Company.

Sub-division of 1 (One) Equity Share of the face value of 10/-each (fully paid-up) into 5 (Five) Equity Shares of face value of 2/- each (fully paid-up).

Alteration of Capital Clause of Memorandum of Association of theCompany.

The abovementioned were carried out after necessary approval wasobtained from members by way of postal ballot, results of which weredeclared on 15th December 2014

(f) Material Changes And Commitments

There are no material changes from the end of Financial Year till thedate of this report

2. PUBLIC DEPOSITS

During the year under report, your Company did not accept any depositsfrom the public in terms of the provisions of Chapter V of the CompaniesAct, 2013.

3. DIRECTORS AND KEY MANAGERIAL PERSONNEL

(a) Changes in Directors and Key Managerial Personnel duringthe year

Ms. Pooja Bhatia (DIN: 00188770) was appointed as the Additional


Director in accordance with the provisions of section 161(1) of theCompanies Act, 2013 in the Board Meeting held on 21st March 2015,your Board recommend her appointment as the Director in theensuing AGM.Further the Board appointed Mr. Divesh Kumar Bajaj, Non-ExecutiveIndependent Director (DIN: 01118288) as the Chairman of theCompany with effect from 21st March 2015.Further, the Board appointed Mr. Nitin Gupta, Company Secretaryas the Chief Financial Officer of the Company with effect from 21st

March 2015.(b) Retirement by rotation

In accordance with the provisions of Section 152(6) of the Act andthe Articles of Association of the Company, Mr. Gaurav Mutreja(DIN: 00708580) will retire by rotation at the ensuing Annual GeneralMeeting (‘AGM’) of the Company and, being eligible, offers himselffor re-appointment. Your Board has recommended his re-appointment.

(c) Declaration of Independence by the Independent Directors

The Independent Directors of your Company have confirmed thatthey meet with the criteria of Independence as prescribed underSection 149(6) of the Act read with Rule 5 of the Companies(Appointment and Qualification of Directors) Rules, 2014.Framework for Familiarization Programme for the IndependentDirectors is made available on the website of the Company http://www.omanshenterprises.com/wp-content/uploads/2015/05/omansh-enterprises-limited framework-independent-directors.pdf

(d) Attributes, qualifications and appointment of Directors

The Nomination and Remuneration Committee has adopted theattributes and qualifications as provided in Section 149(6) of theAct and Rule 5 of the Companies (Appointment and Qualification ofDirectors) Rules, 2014, in respect of Independent Directors. TheCommittee has also adopted the same attributes and qualifications,to the extent applicable, in respect of Non-Independent Directors.All the Non-Executive Directors of the Company, fulfil the fit andproper criteria for appointment as Directors. Further, all Directorsof the Company, other than Independent Directors, are liable to

retire by rotation. One-third of the Directors who are liable to retireby rotation, retire every year and are eligible for re-election.

(e) Remuneration Policy

The Board, on the recommendation of the Nomination andRemuneration Committee, approved the Remuneration Policy forthe Directors, Key Managerial Personnel and other employees ofthe Company, a copy of which is enclosed as Annexure: I to thisReport.

(f) Board Evaluation

The Board carried out annual performance evaluation of its ownperformance and that of the individual Directors as also functioningof the Board Committees, as required in terms of Section 134(3)(p)of the Act. The performance evaluation of the Board and individualDirectors was based on criteria approved by the Nomination andRemuneration Committee. The Directors expressed theirsatisfaction with the overall evaluation process.

4. NUMBER OF BOARD MEETINGS

During the year ended 31st March, 2015, 8 (Eight) meetings of the Boardwere held. The Details of which are given below:

S. Date of Board Meeting Total No. of Directors No. of DirectorsNo attending the

Board Meeting1. 29th May, 2014 4 42. 11th July, 2014 4 43. 14th August, 2014 4 44. 7th November, 2014 4 45. 15th December, 2014 4 46. 5th January, 2015 4 47. 6th February, 2015 4 48. 21st March, 2015 5 5


5. BOARD COMMITTEES

Presently, the Company has three Board Committees with the followingmembers:

Audit Committee Mr. Vidya Sagar Bhatia, ChairmanMr. Divesh Kumar Bajaj, MemberMr. Gaurav Mutreja, Member

Nomination and Remuneration Mr. Vidya Sagar Bhatia, ChairmanCommittee Mr. Divesh Kumar Bajaj, Member

Mr. Gaurav Mutreja, Member

Shareholders/ Investor’s Mr. Gaurav Mutreja, ChairmanGrievance Committee Mr. Vidya Sagar Bhatia, Member

Mr. Divesh Kumar Bajaj, Member

6. DIRECTORS’ RESPONSIBILITY STATEMENT

As required under Section 134(5) of the Act, your Directors confirmhaving: -

i) followed in the preparation of the Annual Accounts, the applicableAccounting Standards with proper explanation relating to materialdepartures, if any;

ii) selected such accounting policies and applied them consistentlyand made judgements and estimates that are reasonable and prudentso as to give a true and fair view of the state of affairs of the Companyat the end of the financial year and of the profit of the Company forthat period;

iii) taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Act forsafeguarding the assets of your Company and for preventing anddetecting fraud and other irregularities;

iv) prepared the Annual Accounts on a going concern basis; and

v) proper systems have been devised to ensure compliance with theprovisions of all applicable laws and such systems are adequateand operating effectively.

vi) having laid down the internal financial controls to be followed by theCompany and such internal financial controls are adequate andoperating effectively.

7. SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES

The Company does not have any subsidiary, associate or joint venture.

8. LISTING INFORMATION

The Equity Shares of the Company are listed at Bombay StockExchange. The equity shares of the Company were also listed at DelhiStock Exchange and the Uttar Pradesh Stock Exchange, however boththe Stock Exchanges have been Derecognized by SEBI hence nonoperational.

The payment of Listing fees for year 2015-16 has been made to BombayStock Exchange.

9. DEMATERIALIZATION OF SHARES

The securities of the Company are admitted with NSDL and CDSL, theISIN allotted to the Company is INE378P01028.

10. REPORT ON CORPORATE GOVERNANCE

In terms of SEBI Circular No. CIR/CFD/POLICY/CELL/7/2014 dated15th September 2014 the provision of Clause 49 of the Listing agreementare applicable to all listed entities having a paid up share capital of 10crores and above or net worth of 25 crores or more.

Since the paid up capital of the Company is below 10 crores and alsothe net worth of the Company is below 25 Crores, the provisions ofclause 49 of the Listing Agreement are not applicable to the Company.Thus, the Company is not required to attach the Corporate Governancereport with the Report of the Board of Directors.

11. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The Company provides a gender friendly workplace, during the yearunder review, there were no cases filed pursuant to Sexual Harassmentof Women at Workplace (Prevention, Prohibition and Redressal) Act,2013.


None of the employees of your Company is covered under the provisionsof Rule 5(2) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules, 2014.

12. RISK MANAGEMENT

The Board has approved the Risk Management Policy of the Company.The Company’s risk management framework is designed to addressrisks intrinsic to operations, financials and compliances arising out ofthe overall strategy of the Company. The Company manages, monitorsand reports on the principal risks and uncertainties that can impact itsability to achive it objectives. The responsibility for management of risksvests with the Managers/ officers responsible for the day-to-day conductof the affairs of the Company. Risk focused audits are carried outperiodically by the Internal Auditors, which lead to identification of areaswhere risk management processes need to be strengthened. Annualupdate is provided to the Board on the effectiveness of the Company’srisk management systems and policies.

13. INTERNAL FINANCIAL CONTROLS & INTERNAL AUDIT

The Company has adequate internal financial controls with respect tothe financial statements, commensurate with the size and scale of theoperations of the Company. During the year such controls were testedand no reportable material weakness in operation has been observed.Internal audit of the Company has been carried out during the year. TheAudit Committee reviews the internal audit findings, provides guidanceon internal controls and ensures that the internal audit recommendationsare implemented.

14. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

Particulars of loans given investments made, guarantees given andsecurities provided along with the purpose for which the loan or guaranteeor security is proposed to be utilized by the recipient are provided in theFinancial Statements in Note No. 10 & 14.

15. RELATED PARTY TRANSACTIONS

During the year ended on 31st March 2015 the Company has not enteredinto any contract/ arrangement/ transaction with related parties which

could be considered as material in accordance with the policy of theCompany on materiality of related party transactions.

The Policy on materiality of related party transactions and dealing withrelated dealing with related party transactions as approved by the Boardis available on the website of the Company at weblink http://www.omanshenterprises.com/wp-content/uploads/2015/08/Policy-on-materiality-of-Related-Party-Transactions-and-on-dealing-with-Related-Party-Transactions.pdf

16. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THEREGULATORS / COURTS / TRIBUNALS

During the year under review, no significant or material orders werepassed by the Regulators / Courts / Tribunals which would impact thegoing concern status of the Company and its future operations.

17. EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in FormMGT-9 are provided under Annexure: II to this Report.

18. AUDITORS AND AUDIT REPORT

The Company’s Auditors, M/s Satyendra Mrinal & Associates, CharteredAccountants, were appointed at the 40th AGM to hold such office till theconclusion of the 43rd AGM. Your Board, in terms of Section 139 of theAct, on the recommendation of the Audit Committee, has recommendedfor the ratification of the Members the appointment of M/s SatyendraMrinal & Associates, Chartered Accountants as Auditors of the Companyto hold office from the conclusion of this Annual General Meeting (AGM)till the conclusion of the next AGM of the Company to be held in theyear 2016. The Board, in terms of Section 142 of the Act, on therecommendation of the Audit Committee, has also recommended forthe approval of the Members for the appointment of M/s Satyendra Mrinal& Associates for the financial year 2015-16.

The comments made by the Auditors’ in their Report are self explanatoryand do not call for any further comments. The Auditors’ Report does notcontain any qualification, reservation or adverse remark.


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

CONSERVATION OF ENERGY:

Steps taken on conservation of energy and impact thereof: Efforts toconserve electricity by operating only necessary lights, fittings and fixtureswere made during the financial year 2014-15.

Steps taken by the company for utilizing alternate sources of energy:NIL

Capital investment on energy conservation equipment: NIL.

TECHNOLOGY ABSORPTION:

(I) Efforts, in brief, made towards technology absorption and benefitsderived as a result of the above efforts, e.g. product improvement,cost reduction, product development, import substitution, etc : NIL

(II) In case of imported technology (imported during the last 3 yearsreckoned from the beginning of the financial year), followinginformation may be furnished:

a) Details of technology imported - NILb) Year of import – NILc) Whether the technology been fully absorbed - NILd) If not fully absorbed, areas where absorption has not taken

place, and the reasons therefore – NIL

(III)Expenditure incurred on research and development – NILFOREIGN EXCHANGE EARNINGS AND OUTGOThere were no foreign exchange earnings or foreign exchange outflowduring the year.

20. SECRETARIAL AUDITOR & SECRETARIAL AUDIT REPORT

In terms of Section 204 of the Companies Act, 2013, the Company hasappointed Ms. Anju Yadav, Practicing Company Secretary as theSecretarial Auditor of the Company for the financial year 2014-15. The

Secretarial Audit Report given by Ms. Anju Yadav, Practicing CompanySecretary is provided under Annexure: III to this Report.

The comments made by the Secretarial Auditor are self explanatoryand do not require and further comments. The Secretarial Audit Reportdoes not contain any qualification, reservation or adverse remark.

21. ESTABLISHMENT OF VIGIL MACHENISM

The Vigil Mechanism Policy of the Company is formulated in terms ofsection 177 (9) of the Companies Act, 2013 read with the provisions ofthe Listing Agreement with the Stock Exchange(s) and thereby alsoincorporates Whistle Blower Policy. That as per the said policy protecteddisclosures can be made by the whistle blower to the dedicated e-mail/ telephone line/ letter to Chairman of Audit Committee.

The Policy on Vigil Mechanism and Whistle Blower Policy as approvedby the Board is available on the website of the Company at web-linkhttp://www.omanshenterprises.com/wp-content/uploads/2015/08/Vigil-Mechanism-and-Whistle-Blower-Policy.pdf

22. ACKNOWLEDGEMENT

Your directors would like to express their sincere appreciation for theassistance and corporation received from the financial institutions, banks,Government authorities, customers, vendors and members during theyear under review. Your directors also wish to place on record theirdeep sense of appreciation for the committed services by the Company’sexecutives, staff and workers.

For & on behalf of Board of DirectorsFor Omansh Enterprises Limited

Sd/-Divesh Kumar Bajaj

ChairmanDIN:01118288

Regd. Off.: Shop No. 37,Date: 07/08/2015 QD Block, DDA Market,Place: New Delhi Pitampura, New Delhi – 110034


‘Annexure-I’NOMINATION & REMUNERATION POLICY

(DIRECTORS, KMP & SENIOR MANAGEMENT)

INTRODUCTION

In pursuance of the Company’s philosophy to consider its employees as itsinvaluable assets, to pay equitable remuneration to all Directors, Key ManagerialPersonnel (KMP) and employees of the Company, to harmonize the aspirationsof human resources consistent with the goals of the Company and, in termsof the provisions of the Companies Act, 2013, this policy on nomination andremuneration of Directors, Key Managerial Personnel and Senior Managementhas been formulated by the Nomination & Remuneration Committee andapproved by the Board of Directors.OBJECTIVE

The objective and purpose of the Policy are as given below:1. To lay down criteria and terms and conditions with regard to identifying

persons who are qualified to become Directors (Executive and Non-Executive) and persons who may be appointed in Senior Managementand Key Managerial positions and to determine their remuneration.

2. To carry out evaluation of the performance of Directors, as well as KeyManagerial and Senior Management Personnel.

3. To provide them reward linked directly to their effort, performance,dedication and achievement of Organization’s goals as entrusted onthem.

4. To retain, motivate and promote talent and to ensure long term retentionof talented managerial persons and create competitive advantage. Inthe context of the aforesaid objectives the following policy has beenframed and recommended by the Nomination & RemunerationCommittee and adopted by the Board of Directors.

PART – A

POLICY FOR APPOINTMENT AND REMOVAL OF DIRECTOR, KMP ANDSENIOR MANAGEMENT

APPOINTMENT

1. The candidate for a position at Director, KMP or Senior Managementlevel is met by the Whole Time Director in consultation with the otherDirectors. The interview is targeted at assessing the candidate on his/

her functional & leadership capabilities and cultural fitment to theorganization.

2. The Whole Time Director assesses the shortlisted candidates.3. The selected candidate’s details and the proposed compensation is

shared with the Nomination & Remuneration Committee for their reviewand suggestions. The same is shared with the Board at the next boardmeeting.

TERM/ TENURE

The tenure for Directors shall be governed by the terms defined in the CompaniesAct, 2013. However, the tenure for other KMP and Senior ManagementPersonnel will be governed by Terms of Appointment in accordance with theRecruitment Policy of the Company.EVALUATION

The performance of the KMP and Senior Management Personnel is evaluatedat regular intervals (half yearly/ yearly) by the Whole Time Director. Theperformance evaluation of Independent Directors shall be done by the Board,excluding the Director being evaluated, basis the contributions made to theBoard deliberations on various matters including business strategy, financialstrategy, operations, cost and risk management, etc., and suggestions givenin this regard.REMOVAL

Due to reasons for any disqualification mentioned in the Companies Act, 2013,rules made thereunder or under any other applicable Act, rules and regulations,the Whole Time Director may recommend, to the Committee and the Boardwith reasons recorded in writing, removal of a Director, subject to the provisionsand compliance of the said Act, rules and regulations.For other KMP or Senior Management Personnel, the removal will be governedby the Terms of Appointment in accordance with the Recruitment Policy ofthe Company and the subsequent approval of the Whole Time Director.RETIREMENT

The Director, KMP and Senior Management Personnel shall retire as per theapplicable provisions of the Companies Act, 2013 and the prevailing policy ofthe Company. The Whole Time Director will have the discretion to retain theDirector, KMP, Senior Management Personnel in the same position /remuneration or otherwise even after attaining the retirement age, for the benefitof the Company.


PART – B

POLICY RELATING TO EVALUATION AND REMUNERATION OF THE KMPAND SENIOR MANAGEMENT PERSONNEL

EVALUATION PROCESS:

The three Point Rating scale for performance review of Executive Director,KMP, and Senior Management is to be followed:1. Rating on Basic Job Responsibilities: indicating whether the basic job

responsibilities have been met during the year.2. Rating on Goals: Annual rating on each goal on a five-point scale.

Weighted average of the ratings is calculated to arrive at a ‘WeightedGoal Score’.

3. Rating on Capabilities Factors: The qualitative aspects of theperformance is assessed using the Capabilities Factors by the supervisoron a five-point scale.

Based on a holistic view of the Three Point Rating, the supervisor provides anoverall Rating. This rating is reviewed by the Whole Time Director along withthe immediate reporting officer, who does a Qualitative review of the performancebased on the efforts put in by the employee, results achieved and impact ofthe external and internal factors, to arrive at a ‘Final Annual Rating’.The revision in the total remuneration is directly linked to the ‘Final AnnualRating’ for all employees.1. The remuneration/ compensation/ commission etc. to the KMP and

Senior Management Personnel will be determined by the Whole TimeDirector in consultation with other Directors (except the IndependentDirectors) in accordance with the Recruitment Policy of the Company,which is based upon the Final Annual Rating, employee potential andmarket benchmark compensation. The revised remuneration is sharedwith the Nomination & Remuneration Committee for review.

2. The remuneration/ compensation/ commission etc. shall be subject tothe prior/ post approval of the shareholders of the Company and CentralGovernment, wherever required.

‘Annexure-II’Form No. MGT-9

EXTRACT OF ANNUAL RETURNAs on the financial year ended on 31/03/2015

[Pursuant to Section 92(3) of the Companies Act, 2013 and rule 12(1)of the Companies (Management and Administration) Rules, 2014]

I. REGISTRATION AND OTHER DETAILS :

i) CIN L21011DL1974PLC241646ii) Registration Date 20/03/1974iii) Name of the Company OMANSH ENTERPRISES LIMITEDiv) Category / Sub-Category of the Company Public Company, Limited by Shares & Having Share Capitalv) Address of the Registered office and contact details SHOP NO. 37, QD BLOCK, DDA MARKET,

PITAMPURA, NEW DELHI - 110034Email : [email protected]

vi) Whether listed company Yesvii) Name and Address of Registrar & Transfer Agents ( RTA )

Name of Registrar & Transfer Agents Skyline Financial Services Private LimitedAddress D-153 A, 1st Floor, Okhla Industrial Area, Phase-ITown / City New DelhiState DelhiPin Code 110020Telephone +91-(0)11-6473 2681/ 6473 2682Fax Number +91-(0)11-2681 2682Email Address [email protected]

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY :

All the business activities contributing 10 % or more of the total turnover of the company shall be stated:-SNo. Name and Description of NIC Code of the % to total turnover

main products / services Product/ service of the company1 Whole sale of Metals and Metals Ores 46620 98.15

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES :No. of companies for which information is being filloed = NIL

S N o . Name and Add ress of th e Co mpany C I N / G L N H o l d i n g / % of shares he ld Ap plicable S ectionS u b s i d i ar y /A ss o ci a t e s

Not applicable

No. of Shares held at the beginning of the year No. of Shares held at the end of the year

Category of Demat Physical Total % of Demat Physical Total % of % ChangeShareholders Total Shares Total Shares during the yearA . Pr omoters(1) Indiana) Individual/HUF 620000 46100 666100 18.76 3100000 230500 3330500 18.76 0.00b) Central Govt 0 0 0 0.00 0 0 0 0.00 0.00c) State Govt (s) 0 0 0 0.00 0 0 0 0.00 0.00d) Bodies Corp. 800000 366400 1166400 32.86 4532000 1300000 5832000 32.86 0.00e) Banks / FI 0 0 0 0.00 0 0 0 0.00 0.00f) Any Other…. 0 0 0 0.00 0 0 0 0.00 0.00Sub- total (A) (1):- 1420000 412500 1832500 51. 62 7632000 1530500 9162500 51. 62 0.00(2) Foreign 0.00a) NRIs - Individuals 0 0 0 0.00 0 0 0 0.00 0.00b) Other – Individuals 0 0 0 0.00 0 0 0 0.00 0.00c) Bodies Corp. 0 0 0 0.00 0 0 0 0.00 0.00d) Banks / FI 0 0 0 0.00 0 0 0 0.00 0.00e) Any Other…. 0 0 0 0.00 0 0 0 0.00 0.00Sub- total (A) (2):- 0 0 0 0.00 0 0 0 0.00 0.00Total shar ehol di ng ofPr omoter (A) =(A)(1)+( A)( 2) 1420000 412500 1832500 51. 62 7632000 1530500 9162500 51. 62 0.00B. Publi c Shar eholding 1. Institutions a) Mutual Funds 0 0 0 0.00 0 0 0 0.00 0.00b) Banks / FI 0 0 0 0.00 0 0 0 0.00 0.00c) Central Govt 0 0 0 0.00 0 0 0 0.00 0.00d) State Govt(s) 0 0 0 0.00 0 0 0 0.00 0.00e) Venture Capital Funds 0 0 0 0.00 0 0 0 0.00 0.00f) Insurance Companies 0 0 0 0.00 0 0 0 0.00 0.00g) F I I s 0 0 0 0.00 0 0 0 0.00 0.00h) Foreign Venture Capital Funds 0 0 0 0.00 0 0 0 0.00 0.00i) Others (specify) 0 0 0 0.00 0 0 0 0.00 0.00Sub-tot al ( B)(1):- 0 0 0 0.00 0 0 0 0.00 0.002. Non-Institutions a) Bodies Corp. i) Indian 500000 34700 534700 15.06 2500225 173500 2673725 15.06 0.00ii) Overseas 0 0 0 0.00 0 0 0 0.00 0.00b) Individuals 0.00i) Individual shareholders holding

nominal share capitalupto 1 lakh 30000 102600 132600 3.74 151275 581500 732775 4.13 0.00

ii) Individual shareholders holdingnominal share capital inexcess of 1 lakh “ 950000 0 950000 26.76 4680000 0 4680000 26.37 0.00

c) Others (specify) 100000 200 100200 2.82 500000 1000 501000 2.82 0.00Sub-tot al ( B)(2):- 1580000 137500 1717500 48. 38 7831500 756000 8587500 48. 38 0.00Tot al Publi c Shar ehol ding( B) =( B) (1) +( B) (2) 1580000 137500 1717500 48. 38 7831500 756000 8587500 48. 38 0.00C. Shares held byCustodian for GDRs& ADRs 0 0 0 0.00 0 0 0 0.00 0.00Grand Tot al ( A+B+C) 3000000 550000 3550000 100.00 15463500 2286500 17750000 100.00 0.00

IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity):A. Category-wise Share Holding

(* ) There is no change in the sharehold ing pat tern of the Company. Fur ther, i t is pert inent to mention here that during the year, the Company has sub-divided its 1 (One) Equity Share of the face value of 10/- each (fully paid-up) into 5 (Five) Equity Shares of the face value of 2/- each (fully paid-up).


B. Shareholding of Promoters

S . Shareholder’s Name No. of % of % of shares No. of % of % of shares % chan geNo. Sh ar es tota l p le d g ed / Sh ar es tota l p le d g ed / in s hare

Sh ar es e nc um- shares of e nc um- h o l d -of the be red to the be red to in g d ur i ng

comp any tota lshares comp any tota lshares the year

1 M/s. Sperryn Gas Products Limited 80000 2.25 0.00 400000 2.25 0 0.002 M/s. New Generation Equity Private Limited

(formerly known as M/s. Holy LifeGarmentsPvt. Ltd.) 10000 0.28 0.00 50000 0.28 0 0.00

3 M/s. Spectrum Logistics Limited 50000 1.41 0.00 250000 1.41 0 0.004 Master Uday Jaipuria F & N G Rajiv Jaipuria 43200 1.22 0.00 216000 1.22 0 0.005 M/s. Unique Fin Man Consultancy Pvt. Ltd 45900 1.29 0.00 229500 1.29 0 0.006 M/s. Scope Portfolio Management

PrivateLimited(formerly known asM/s. Ekta Infrabuild Private Limited) 30000 0.85 0.00 150000 0.85 0 0.00

7 M/s. Scope Equity Private Limited(formerly known as M/s. NeelgaganTechnosoft Private Limited) 44100 1.24 0.00 220500 1.24 0 0.00

8 Mr. Gaurav Mutreja 2900 0.08 0.00 14500 0.08 0 0.009 Mr. Chander Bhan 20000 0.56 0.00 100000 0.56 0 0.0010 M/s. Atharva Professsional Consultants LLP 100000 2.82 0.00 500000 2.82 0 0.0011 M/s. J.K. L’atelier Limited 500000 14.08 0.00 2500000 14.08 0 0.0012 Mr. Gaurav Bhatia 10000 0.28 0.00 50000 0.28 0 0.0013 M/s. Gaurav Sukhija (HUF) 50000 1.41 0.00 250000 1.41 0 0.0014 Ms. Komal Sukhija 50000 1.41 0.00 250000 1.41 0 0.0015 M/s. Mukesh Sukhija (HUF) 10000 0.28 0.00 50000 0.28 0 0.0016 Ms. Neelam Bhatia 120000 3.38 0.00 600000 3.38 0 0.0017 Ms. Neelam Rani 20000 0.56 0.00 100000 0.56 0 0.0018 Mr. Om Prakash Sukhija 140000 3.94 0.00 700000 3.94 0 0.0019 Ms. Pooja Bhatia 30000 0.85 0.00 150000 0.85 0 0.0020 Ms. Raj Kanta Sukhija 50000 1.41 0.00 250000 1.41 0 0.0021 Ms. Rashmi Sukhija 110000 3.10 0.00 550000 3.10 0 0.0022 Ms. Shilpa Bhatia 10000 0.28 0.00 50000 0.28 0 0.0023 M/s. Achyut Properties Private Limited 100000 2.82 0.00 500000 2.82 0 0.0024 M/s Akshat Infracon Private Limited(**) 100000 2.82 0.00 — — — —25 M/s. Aastha Professional Consultants

PrivateLimited(**) 59100 1.66 0.00 — — — —26 M/s. Ranjitgarh Finance Company

PrivateLimited(**) 47300 1.33 0.00 1032000 5.81 0 0.00

Sharehold ing at the beginning of the year Sharehold ing at the end of the year

(*) There is no change in the shareholding of the promoters of the Company. Further, it is pertinent to mention here that during the year,the Company has sub-divided its 1 (One) Equity Share of the face value of 10/- each (fully paid-up) into 5 (Five) Equity Shares of the facevalue of 2/- each (fully paid-up).

(**) Pursuant to the approved Scheme of Amalgamation by the Hon’ble High Court of Delhi vide its order dated 5th August 2013, the sharesof M/s Aastha Professional Consultants Private Limited and M/s Akshat Infracon Private Limited has been clubbed with M/s RanjitgarhFinance Company Private Limited (being the Transferee Company), effective from appointed date i.e., 1st April, 2014.

C. Change in Promoters’ Shareholding

S. Name Particulars No. of % of No. of % ofNo. Shares tota l Shares tota l

Shares shares ofof the the

company company

SAME AS MENTIONED IN “B” ABOVE

Sharehold ing at the beginning of the year Sharehold ing at the end of the year

D. Shareholding Pattern of top ten Shareholders (other than Directors, Promoters and Holders of GDRsand ADRs)

S. Name Particulars No. of % of No. of % ofNo. Shares tota l Shares tota l

Shares shares ofof the the

company company

1 Nau Nidh Finance Limited BodyCorporate 500000 14.08 2500000 14.08

2 Sushma Sachdeva Individual 50000 1.41 250000 1.413 Rajiv Chadha Individual 50000 1.41 250000 1.414 Geeta Chadha Individual 50000 1.41 250000 1.415 Shilpa Sachdeva Individual 50000 1.41 250000 1.416 Bhalinder Ghai Individual 50000 1.41 250000 1.417 Kamaljit Ghai Individual 50000 1.41 250000 1.418 Harmeet Ghai Individual 50000 1.41 250000 1.419 Lokesh Sachdeva Individual 50000 1.41 250000 1.4110 Adhir Sachdeva Individual 50000 1.41 250000 1.4111 Manan Narang Individual 50000 1.41 250000 1.4112 Sumtra Narang Individual 50000 1.41 250000 1.4113 Satish Chander Narang Individual 50000 1.41 250000 1.4114 Naveen Narang Individual 50000 1.41 250000 1.4115 Richa Sachdeva Individual 50000 1.41 250000 1.41

Sharehold ing at the beginning of the year Cumulative Sharehold ing dur ing the year

(*) There is no change in the shareholding, however during the year, the Company has sub-divided its 1 (One) Equity Share of the facevalue of 10/- each (fully paid-up) into 5 (Five) Equity Shares of the face value of 2/- each (fully paid-up).


E. Shareholding of Directors and Key Managerial Personnel

S . N a m e Particulars No. of % of No. of % ofNo. Sh ar es tota l Sh ar es tota l

Sh ar es shares ofof the the

comp any comp any

1 Radh ey Sha yam Whole Time Director 1 0 0 0 . 0 0 5 0 0 0 . 0 02 Gau rav Mutr e ja Dire ctor 2 9 0 0 0 . 0 8 1 4 5 0 0 0 . 0 83 Pooja Bhatia Dire ctor 3 0 0 0 0 0 . 8 5 1 5 0 0 0 0 0 . 8 5

Sharehold ing at the beginning of the year Cumulative Sharehold ing dur ing the year

(*) There is no change in the shareholding of the Director and Key Managerial Personnel of the Company. Further, it is pertinent to mentionhere that during the year, the Company has sub-divided its 1 (One) Equity Share of the face value of 10/- each (fully paid-up) into 5(Five) Equity Shares of the face value of 2/- each (fully paid-up).

V. INDEBTEDNESS:

Par t icul ars Secured Loans Unsec ured De posi ts Tot a lexcluding deposits L o a n s In de bt ed ne ss

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL :

A . Remuneration to Managing Director, Whole-time Directors and/or Manager

Gross Salary Commission

S. Name of (a) Salary as (b) Value of (c) Profits Stock Sweat As % Others Others Total CeilingNo. MD/WTD/ per provision perquisi tes in lieu of Option Equi ty profit as per

Manager contained u/s 17(2) salary the Actin section Income-tax under17(1) of the Act, 1961 sect ionIncome-tax 17(3)Act, 1961 Income-tax

Act, 1961

NOT ANY

B. Remuneration to other directors

Independent Directors Other Non-Executive Director

S. Name of Fee for Commission Others Total 1 Fee for Comm- Others Total Total Total Over-No. Director attending attend- ission (2) (1+2) Mana- al l

board/ ing gerial Ceilingcommittee board Remu- as permeet ings commi- nerat- the Act

ttee ionmeet-ings

NOT ANY

C. Remuneration to Key Managerial Personnel Other than MD/Manager/WTD

Gross Salary Commission

S. Name of Key (a) Salary as (b) Value of (c) Profits Stock Sweat As % Others Others TotalNo. Managerial per provision perquisi tes in lieu of Option Equi ty profit

Personnel contained u/s 17(2) salaryin section Income-tax under17(1) of the Act, 1961 sect ionIncome-tax 17(3)Act, 1961 Income-tax

Act, 1961

1. Nitin Gupta 480000 Ni l Ni l Ni l Ni l Ni l Ni l Ni l 480000

Indebtedness at the beginning of the financial yeari) Principal Amountii) Interest due but not paidiii) Interest accrued but not dueTotal (i+ii+iii)

Change in Indebtedness during the financial yearAdditionReductionNet Change

Indebtedness at the end of the financial yeari) Principal Amountii) Interest due but not paidiii) Interest accrued but not dueTotal (i+ii+iii)

NOT APPLICABLE


For & on behalf of Board of DirectorsFor Omansh Enterprises Limited

Sd/-Divesh Kumar BajajChairmanDIN:01118288Regd. Off.: Shop No. 37,QD Block, DDA Market,Pitampura, New Delhi – 110034

VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES :

Type Section of the Brief Detail of Authority [RD/NCLT] Appeal made, if anyCompanies Description Penalty /Punishment/ Court] (give Details)

Act Compoundingfees imposed

A. COMPANYPenaltyPunishment NOT ANYCompoundingB. DIRECTORSPenaltyPunishment NOT ANYCompoundingC. OTHER OFFICERS IN DEFAULTPenaltyPunishment NOT ANYCompounding


‘Annexure-III’FORM NO. MR – 3

SECRETARIAL AUDIT REPORTFOR THE FINANCIAL YEAR ENDED 2014-2015

[Pursuant to section 204(1) of the Companies Act, 2013 and rule No. 9 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules, 2014]

The Members,M/s Omansh Enterprises LimitedC/o Shop No. 37, QD Block,DDA Market, Pitampura, New Delhi – 110034

I have conducted the secretarial audit of the compliance of applicable statutoryprovisions and the adherence to good corporate practices by M/s OmanshEnterprises Limited, a Company incorporated under the provisions of theCompanies Act, 1956 and having its registered office at Shop No. 37, QD Block,DDA Market, Pitampura, New Delhi – 110034 (hereinafter referred to as the‘Company’) for the period commencing from 1st April 2014 till 31st March 2015(hereinafter referred to as the ‘Audit Period’).Secretarial Audit was conducted in a manner that provided us a reasonable basisfor evaluating the corporate conducts/statutory compliances and expressing myopinions thereon.Based on my verification of the books, papers, minute books, forms and returnsfiled and other records maintained by the Company and also the informationprovided by the company, its officers, agents and authorised representatives duringthe conduct of secretarial audit, I hereby report that in my opinion, the Companyhas, during the audit period covering the financial year ended on 31st March 2015complied with the statutory provisions listed hereunder and also that the Companyhas proper Board-processes and compliance-mechanism in place to the extent,in the manner and subject to the reporting made hereinafter:I have examined the books, papers, minute books, forms and returns filed andother records maintained by the Company for the financial year ended on 31st

March 2015, according to the provisions of:(i) The Companies Act, 2013 (the Act) and the rules made thereunder;(ii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the rules

made thereunder;(iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed

thereunder;(iv) The following Regulations and Guidelines prescribed under the Securities

and Exchange Board of India Act, 1992 (‘SEBI Act’):-

(a) The Securities and Exchange Board of India (Substantial Acquisitionof Shares and Takeovers) Regulations, 2011;

(b) The Securities and Exchange Board of India (Prohibition of InsiderTrading) Regulations, 1992;

(c) The Securities and Exchange Board of India (Issue of Capital andDisclosure Requirements) Regulations, 2009;

(d) The Securities and Exchange Board of India (Registrar to an Issueand Share Transfer Agents) Regulations, 1993 regarding theCompanies Act and dealing with client;

I have also examined compliance with the applicable clauses of the following:(i) The Equity Listing Agreement with the Bombay Stock Exchange

Limited, Delhi Stock Exchange Limited and the Uttar Pradesh StockExchange Limited;

(ii) Secretarial Standards issued by The Institute of Company Secretariesof India (Not notified hence not applicable to the Company duringthe audit period).

I further report that

The Board of Directors of the Company is duly constituted with proper balance ofExecutive Directors, Non-Executive Directors and independent Directors. Thechanges in the composition of the Board of Directors that took place during theperiod under review were carried out in compliance with provisions of the Act.Adequate notice is given to all directors to schedule the Board Meetings agendaand detailed notes on agenda were sent at least seven days in advance, and asystem exists for seeking and obtaining further information and clarifications onthe agenda items before the meeting and for meaningful participation at themeeting.Majority decision is carried through unanimously.I further report that there are adequate systems and processes in the Companycommensurate with the size and operations of the Company to monitor and ensurecompliance with the applicable laws, rules, regulations and guidelines.I further report that the Directors have complied with the disclosure requirementsin respect of their eligibility of appointment, their being independent and compliancewith the Code of Conduct for Board of Directors and Members of SeniorManagement;I further report that:(i) The Company has complied with the provisions of the Depositories Act,

1996 and the Bye-laws framed thereunder by the Depositories with regardto dematerialization/ rematerialisation of securities and reconciliation of

records of dematerialised securities with all securities issued by theCompany.

(ii) The Company has complied with the provisions of the Securities andExchange Board of India (Substantial Acquisition of Shares and Takeovers)Regulations, 2011 including the provisions with regard to disclosures andmaintenance of records required under the said Regulations;

(iii) The Company has complied with the provisions of the Securities andExchange Board of India (Prohibition of Insider Trading) Regulations, 1992including the provisions with regard to disclosures and maintenance ofrecords required under the said Regulations;

I further report that during the audit period the following major changes/eventshaving bearing on the Company’s affair were taken place:(a) The Company has done postal Ballot, the result of which were declared on

15th December 2014 and the following resolutions were passed:(i) Alteration in the Object Clause of Memorandum of Association of the

Company;

(ii) Sub-Division of 1 (one) equity share of the face value of 10/- each(Fully Paid-Up) into 5 (five) equity shares of the face value of 2/-each (Fully Paid-Up);

(iii) Alteration of the Capital Clause of the Memorandum of Associationof the Company.

Sd/-Anju Yadav

Practicing Company SecretaryPlace: New Delhi ACS: 32111Dated: 26th June 2015 CP: 12035


‘Annexure A’To,The Members,M/s Omansh Enterprises LimitedC/o Shop No. 37, QD Block,DDA Market, Pitampura, New Delhi – 110034

Our report of even date is to be read along with this letter.

1. Maintenance of secretarial record is the responsibility of the managementof the company. Our responsibility is to express an opinion on thesesecretarial records based on our audit.

2. We have followed the audit practices and processes as were appropriateto obtain reasonable assurance about the correctness of the contents ofthe Secretarial records. The verification was done on test basis to ensurethat correct facts are reflected in secretarial records. We believe that theprocesses and practices, we followed provide a reasonable basis forour opinion.

3. We have not verified the correctness and appropriateness of financialrecords and Books of Accounts of the Company.

4. Wherever required, we have obtained the Management representationabout the compliance of laws, rules and regulations and happening ofevents etc.

5. The compliance of the provisions of Corporate and other applicable laws,rules, regulations, standards is the responsibility of management. Ourexamination was limited to the verification of procedures on test basis.

6. The Secretarial Audit report is neither an assurance as to the future viabilityof the company nor of the efficiency and effectiveness with which themanagement has conducted the affairs of the company.

Sd/-Anju Yadav

Practicing Company SecretaryPlace: New Delhi ACS: 32111Dated: 26th June 2015 CP: 12035


INDEPENDENT AUDITOR’S REPORT

To the Members of OMANSH ENTERPRISES LIMITED

Report on the Financial Statements

1. We have audited the accompanying financial statements of OMANSHENTERPRISES LIMITED (“the Company”), which comprise the BalanceSheet as at March 31, 2015, the Statement of Profit and Loss and CashFlow Statement for the year then ended, and a summary of significantaccounting policies and other explanatory information.

Management’s Responsibility for the Financial Statements

2. The management and Board of Directors of the Company are responsiblefor the matters stated in Section 134(5) of the Companies Act, 2013(‘the act’) with respect to the preparation of these financial statementsthat give a true and fair view of the financial position, financial performanceand cash flows of the Company in accordance with the accountingprinciples generally accepted in India, including the Accounting Standardsspecified under Section 133 of the Act, read with rule 7 of Companies(Accounts) Rules, 2014. This responsibility includes maintenance ofadequate accounting records in accordance with the provisions of theAct for safeguarding the assets of the Company and for preventing anddetecting frauds and other irregularities; selection and application ofappropriate accounting policies; making judgments and estimates thatare reasonable and prudent; design, implementation and maintenanceof adequate internal financial controls, that are operating effectively forensuring the accuracy and completeness of the accounting records,relevant to the preparation and presentation of the financial statementsthat give a true and fair view and are free from material misstatement,whether due to fraud or error.

Auditor’s Responsibility

3. Our responsibility is to express an opinion on these financial statementsbased on our audit. We have taken into account the provisions of the

Act, the accounting and auditing standards and matters which are requiredto be included in the audit report under the provisions of the Act and theRules made thereunder. We conducted our audit in accordance with theStandards on Auditing specified under Section 143(10) of the Act. ThoseStandards require that we comply with ethical requirements and planand perform the audit to obtain reasonable assurance about whether thefinancial statements are free from material misstatement.

4. An audit involves performing procedures to obtain audit evidence aboutthe amounts and disclosures in the financial statements. The proceduresselected depend on the auditor’s judgment, including the assessment ofthe risks of material misstatement of the financial statements, whetherdue to fraud or error. In making those risk assessments, the auditorconsiders internal financial control relevant to the Company’s preparationof the financial statements, that give a true and fair view, in order todesign audit procedures that are appropriate in the circumstances, butnot for the purpose of expressing an opinion on whether the Companyhas in place an adequate internal financial controls system over financialreporting and the operating effectiveness of such controls. An audit alsoincludes evaluating the appropriateness of accounting policies used andthe reasonableness of the accounting estimates made by the Company’smanagement and Board of Directors, as well as evaluating the overallpresentation of the financial statements.

5. We believe that the audit evidence we have obtained is sufficient andappropriate to provide a basis for our audit opinion.

Opinion

6. In our opinion and to the best of our information and according to theexplanations given to us, the aforesaid financial statements give theinformation required by the Act in the manner so required and give a trueand fair view in conformity with the accounting principles generally

accepted in India of the state of affairs of the Company as at 31st March2015, its profit and its cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

7. As required by the Companies (Auditor’s Report) Order, 2015 (“the Order”)issued by the Central Government of India in terms of sub-section (11) ofsection143 of the Act, we give in the Annexure a statement on the mattersSpecified in paragraphs 3 and 4 of the Order.

8. As required by section 143(3) of the Act, we further report that:a) we have sought and obtained all the information and explanations

which to the best of our knowledge and belief were necessary for thepurpose of our audit;

b) in our opinion proper books of account as required by law have beenkept by the Company so far as appears from our examination ofthose books;

c) the Balance Sheet, Statement of Profit and Loss, and Cash FlowStatement dealt with by this Report are in agreement with the booksof account;

d) in our opinion, the aforesaid financial statements comply with theapplicable Accounting Standards specified under Section 133 of theAct, read with Rule 7 of the Companies (Accounts) Rules 2014

e) on the basis of written representations received from the directorsas on March 31, 2015, and taken on record by the Board of Directors,none of the directors is disqualified as on March 31, 2015, frombeing appointed as a director in terms of Section 164(2) of the Act.

f) In our opinion and to the best of our information and according to theexplanations given to us, we report as under with respect to othermatters to be included in the Auditor’s Report in accordance withRule 11 of the Companies (Audit and Auditors) Rules, 2014:



Annexure referred to in paragraph 7 Our Report of even date to themembers of OMANSH ENTERPRISES LIMITED on the accounts of thecompany for the year ended 31st March, 2015

On the basis of such checks as we considered appropriate and according tothe information and explanations given to us during the course of our audit, wereport that:i. (a) The Company has maintained proper records showing full

particulars, including quantitative details and situation of fixedassets;

(b) As explained to us, fixed assets have been physically verified bythe management at regular intervals; as informed to us no materialdiscrepancies were noticed on such verification;

ii. The Company does not have any inventory. Hence, the requirement ofclause (ii) of paragraph 3 of the said Order is not applicable to theCompany

iii. The company has not granted any loans, secured or unsecured to/fromcompanies, firms or other parties covered in the register maintainedunder section 189 of the Act.

iv. In our opinion and according to the information and explanations givento us, there is adequate internal control system commensurate withthe size of the Company and the nature of its business, for the purchaseof fixed assets and for the sale of goods. Further, on the basis of ourexamination of the books and records of the Company and according tothe information and explanations given to us, no major weakness hasnot been noticed or reported.

v. The Company has not accepted any deposits from the public coveredunder Section 73 to 76 of the Companies Act, 2013

vi. As informed to us, the Central Government has not prescribedmaintenance of cost records under sub-section (1) of Section 148 ofthe Act

vii. (a) According to the information and explanations given to us andbased on the records of the company examined by us, thecompany is regular in depositing the undisputed statutory dues,including Income-tax, Sales-tax and other material statutory dues,as applicable, with the appropriate authorities in India ;

i. The Company does not have any pending litigations which wouldimpact its financial position.

ii. The Company did not have any long-term contracts includingderivative contracts; as such the question of commenting onany material foreseeable losses thereon does not arise

iii. There has not been an occasion in case of the Company duringthe year under report to transfer any sums to the InvestorEducation and Protection Fund. The question of delay intransferring such sums does not arise.

For Satyendra Mrinal & AssociatesChartered Accountants

FRN: 017068N

Sd/-S. K. Jain

Place: New Delhi PartnerDate : 29/05/2015 M.No.086103

In terms of our report attachedFor Satyendra Mrinal & Associates For and on behalf of the Board of DirectorsChartered Accountants For Omansh Enterprises LimitedFRN: 017068NSd/- Sd/- Sd/- Sd/-S.K. Jain Radhey Shayam Gaurav Mutreja Nitin GuptaPartner Whole Time Director Director Company SecretaryM.No. 086103 DIN: 01992580 DIN: 00708580 M.No.: A26853

Place: New Delhi Regd. Off.: Shop No.37, Regd. Off.: Shop No.37, Regd. Off.: Shop No.37,Dated: 29-05-2015 QD Block, DDA Mkt., QD Block, DDA Mkt., QD Block, DDA Mkt.,

Pitampura, Delhi -110034 Pitampura, Delhi -110034 Pitampura, Delhi -110034

I Equity And Liabilites1 Shareholders Funds

(a) Share Capital 2 3,55,00,000.00 3,55,00,000.00(b) Reserves & Surplus 3 6,77,253.11 8,55,250.00

Sub-Total 3,61,77,253.11 3,63,55,250.002 Current Liabilites

(a) Trade Payables 4 2,31,12,275.00 3,05,15,706.00(b) Other Current Liabilities 5 1,,04,459.00 30,356.00(c ) Short-Term Provisions 6 87,228.00 1,05,521.00

Sub-Total 2,33,03,962.00 3,06,51,583.00Total 5,94,81,215.11 6,70,06,833.00

II Assets1 Non-Current Assets

(a) Fixed Assets 7 1,30,354.00 346,635.00(b) Non Current Investments 8 80,15,000.00 80,00,000.00(c) Deferred Tax Assets 9 2,79,258.00 2,71,332.00(d ) Long-Term Loans And Advances 10 79,45,000.00 97,18,456.00(e) Other Non current Assets 11 4,26,780.00 5,69,040.00

Sub-Total 1,67,96,392.00 1,89,05,463.002 Current Assets

(a) Trade Receivables 12 3,95,09,519.46 4,06,12,353.00(b ) Cash And Bank balances 13 29,92,069.65 10,60,565.00(c) Short Term Loans and Advances 14 1,83,234.00 64,28,452.00

Sub-Total 4,26,84,823.11 4,81,01,370.00Total 5,94,81,215.11 6,70,06,833.00

III. Notes No. 1-21 Forming Part Of Financial Statements

BALANCE SHEET AS AT MARCH 31, 2015

Particulars Note As at As atNo. 31.03.2015 31.03.2014

Amount in


(b) According to the information and explanations given to us andbased on the records of the company examined by us, there areno dues of Income Tax, Sales Tax which have not been depositedon account of any disputes. However, the Wealth Tax, ServiceTax, Customs Duty and Excise Duty were not applicable to theCompany.

(c) There has not been an occasion in case of the Company duringthe year under report to transfer any sums to the Investor Educationand Protection Fund. The question of reporting delay in transferringsuch sums does not arise

viii. As at 31st March, 2015 the accumulated losses of the Company areless than 50% of its net worth, however the Company has not incurredcash losses in the current financial year or immediately precedingfinancial year;

ix. According to the records of the company examined by us and as perthe information and explanations given to us, the company has notavailed of any loans from any financial institution or banks and hasnot issued debentures.

x. In our opinion, and according to the information and explanationsgiven to us, the Company has not given any guarantee for loan takenby others from a bank or financial institution during the year.

xi. In our opinion, and according to the information and explanationsgiven to us, the company has not raised any term loans during theyear.

xii. During the course of our examination of the books and records of thecompany, carried in accordance with the auditing standards generallyaccepted in India, we have neither come across any instance of fraudon or by the Company noticed or reported during the course of ouraudit nor have we been informed of any such instance by theManagement

For Satyendra Mrinal & AssociatesChartered Accountants

FRN: 017068N

Sd/-S. K. Jain

Place: New Delhi PartnerDate : 29/05/2015 M.No.086103

I Revenue From Operations (Net) 15 2,09,24,792.00 9,80,48,987.00

II Other Income 16 14,05,952.00 9,68,419.00

III Total Revenue 2,23,30,744.00 9,90,17,406.00

IV Expenses

(a) Cost of material Consumed 17 2,03,09,965.00 9,75,46,855.00

(b) Employee Benefit Expense 18 6,29,077.00 3,42,000.00

(c) Finance Cost 19 3,006.32 20,821.00

(d) Depreciation And Amortisation Expense 20 3,58,541.00 3,73,350.00

(e) Other Expenses 21 7,07,241.25 4,36,261.00

Total Expenses 2,20,07,830.57 9,87,19,287.00

V Profit Before Tax (III-IV) 3,22,913.43 2,98,119.00

VI Tax Expense

Current Tax 87,228.00 1,05,521.00

Deferred Tax (7,926.00) 0.00

VII Profit After Tax For The Year 2,43,611.43 1,92,598.00

VIII Earnings Per Share

Basic EPS 0.01 0.05

Diluted EPS 0.01 0.05

IX. Notes No. 1-21 Forming Part Of Financial Statements

PROFIT & LOSS STATEMENT FOR THE YEAR ENDED MARCH 31, 2015

Particulars Note For the year ended For the year endedNo. 31.03.2015 31.03.2014

Amount in




Particulars For the For theYear ended Year ended31.03.2015 31.03.2014

A. Cash flow from operating activitiesNet Profit / (Loss) before taxation and extraordinary item 3,22,913.43 2,98,119.00Adjustments for:Preliminary Expenses 1,42,260.00 1,42,260.00Depreciation 2,16,281.00 2,31,090.00

Operating Profit/ (loss) before working capital changes 6,81,454.43 6,71,469.00Adjusted for:Adjustments for (increase)/ decrease in operating assets:Increase/Decrease in Trade Receivables 11,02,833.54 (4,06,12,353.00)Increase/Decrease in Inventories 0.00 4,22,466.00Increase/ Decrease in Current Liabilities 74,103.00 19,223.00Increase/Decrease in Trade Payables (74,03,431.00) 3,05,15,706.00Increase/ Decrease in Provisions (18,293.00) 95,021.00Increase/Decrease in Long Term Liablities 0.00 (2,48,000.00)Increase/ Decrease in Other Current Assets 0.00 (7,11,300.00)Cash Generated from Operations (55,63,333.03) (98,47,768.00)Taxes Paid 5,08,836.36 1,05,521.00Net Cash from operating activities (60,72,169.39) (99,53,289.00)B. Cash flow from investing activitiesPurchase of tangible fixed Assets 0.00 (5,77,725.00)Addition to Investment (Loans and Advances) 80,03,674.00 (1,95,25,300.00)Net Cash from investing activities 80,03,674.00 (2,01,03,025.00)C. Cash Flow from Financing ActivitiesProceeds from Issuance of Share Capital 0.00 3,00,49,500.00Net Cash Used in Financing Activities 0.00 3,00,49,500.00Net Increase in Cash and Cash Equivalents (A+B+C) 19,31,504.61 (6,814.00)Cash & Cash Equivalents at beginning of period 10,60,565.00 10,67,379.00Cash & Cash Equivalents at end of period 29,92,069.61 10,60,565.00




CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH, 2015 Amount in


1. NOTES TO THE FINANCIAL STATEMENT FOR YEAR ENDED 31MARCH 2015

1.1 Corporate Information

The company is engaged in the business of trading in Steel and relatedproducts.

1.2 Basis of preparation

The accompanying financial statements are prepared and presentedunder the historical cost convention, on the accrual basis of accountingand comply with the Accounting Standards prescribed by the Companies(Accounting Standards) Rules, 2006 and the relevant provisions of theCompanies Act, 1956 to the extent applicable. The Financial statementsare presented in Indian Rupees.

1.3 Use of estimates:

The preparation of the financial statements in conformity with thegenerally accepted accounting Principles requires the management tomake estimates and assumptions that affect the reported amount ofassets, liabilities, revenues and expenses and disclosure of contingentliabilities on the date of the financial statement. Actual results woulddiffer from the estimates. Any revision to accounting estimates isrecognized prospectively in current and future periods.

1.4 Inventories

Inventories are valued at cost or net realizable value which-ever is lower.Net realizable value is the estimated selling price in the ordinary courseof business less estimated cost necessary to make sale.

1.5 Revenue recognition:

Revenue is recognized to the extent that it is probable that the economicbenefits will flow to the Company and the revenue can be reliablymeasured.

i. Sale of Goods: Revenue is recognized when the significant risksand rewards of ownership of the goods have passed to the buyer.

ii. Interest : Revenue is recognized on a time proportion basis takinginto account the amount outstanding and the rate applicable.

iii. Dividend : Revenue is recognized when the shareholders rightto receive payment is established by the balance sheet date.

1.6 Investments

Investments are classified into long-term investments and short-terminvestments. Investments, which are intended to be held for one year ormore, are classified as long-term investments and investments, whichare intended to be held for less than one year, are classified as currentinvestments. Long Term Investments & Short Term Investments arecarried at cost. No provisions for diminution has been made if in theopinion of the management the diminution are temporary in nature.

1.7 Retirement and Other Employee benefits

a. Provident Fund:

Provision of Provident Fund is not applicable to the company.

b. Gratuity:

No provision for gratuity has been made as there is no amountdue towards Gratuity payable.

c. Compensated absences:

Unutilized leave of staff lapses as at the year end and is notencashable. Accordingly, no provision is made for compensatedabsences.

1.8 Income Tax

Tax expense comprises of current, deferred tax, Current Income Tax ismeasured at the amount expected to be paid to the tax authorities inaccordance with the Income Tax Act, 1961 enacted in India. DeferredIncome taxes reflects the impact of current year timing differencesbetween taxable income and accounting income for the year and reversalof timing differences of earlier years.


Note 2.1 - The detail of shareholders holding more than 5% shares :-

Name of the Share Holder No. of % of No. of % ofShares holding shares Holding

held held held

J.K.L’atelier Limited 2500000 14% 500000 14%Nau-Nidh Finance Limited 2500000 14% 500000 14%

Notes Forming Part of Financial Statements

Note 2 - Share Capital

S.No. Particulars As At As At31.03.2015 31.03.2014

(a) Authorised Share Capital

17750000 Equity Shares @ 2/- each(Previous year 3550000 Equity Shares @ 10/- each) 3,55,00,000 3,55,00,000

(b) Issued, Subscribed and Paid-up Share Capital17750000 Equity Shares @ 2/- each 3,55,00,000 3,55,00,000(Previous year 3550000 Equity Shares @ 10/- each)

As at 31.03.2015 As at 31.03.2014

Particulars Equity Shares

Number Amount

Shares outstanding at the beginning of the year 3,550,000 35,500,000Shares Issued during the year - -Shares bought back during the year - -Shares outstanding at the end of the year 17750000 35,500,000

# After passing the necessary resulutions the company has sub divided its 1 (one) equityshares of the face value of 10/- each (fully paid-up) into 5 (Five) equity shares of theface value of 2/- each (fully paid up).

Reconciliation of the number of Shares#

1.9 There is no Contingent Liabilities against the company.

1.10 In the opinion of Directors, current assets, loans and advances havethe value at which they are stated in the Balance Sheet, if realized inthe ordinary course of the business.

1.11 Compliance with Accounting Standards

(i) Related Party Transaction

During the financial year, the Company has not entered intotransaction with related parties.

(ii) As per Accounting Standard 22 on accounting for taxes on Incomeissued by Institute of Chartered Accountants of India, theCompany has not accounted for asset/liability for the year as theamount involved was not material.

1.12 Earning Per Share

Basic & Diluted EPS is 0.01

Basic earning per equity share has been computed by dividing net profitafter tax by the weighted average number of equity shares outstandingduring the period. There are no potential equity shares outstanding andas such the Diluted earning per share is same as basic earning pershare.

1.13 Amortisation of Preliminary Expenses

The Preliminary Expenses are amortised over a period of 5 years inequal instalment as per the provision of Section 35B of the Income TaxAct, 1961. The fees paid to the Bombay Stock Exchange for the DirectListing of the Securities of the Company has been categorized asPreliminary Expenses and will be amortised over a period of 5 years.

1.14 Other Information

Previous year figures heve been rearranged/regrouped, wherevernecessary, to comply with the disclosure requirements of RevisedSchedule VI of the Companies Act, 1956.

Sundry Debit and Credit Balance are subject to confirmation.


S.No. Particulars As At As At31/03/2015 31/03/2014

(a) Investment Allowance 2,10,959.04 2,10,959.00(b) Capital Reserve

Balance at the beginning of the year 28,90,515.00 28,90,515.00Less: Amount tfd. towards dep. charged on 0.00 0.00enhanced value of fixed assets following revaluationBalance at the end of the year 28,90,515.00 28,90,515.00

(c) Surplus in Statement of Profit & LossOpening Balance (22,46,224.00) (24,38,822.00)Add: Profit for the year 2,43,611.43 1,92,598.00Less: Prior period Expenses/taxes 4,21,608.36 0.00Closing Balance (24,24,220.93) (22,46,224.00)

Total (a + b+ C) 6,77,253.11 8,55,250.00

Note 3 - Reserves & Surplus


(a) Trade Payables 2,31,12,275.00 3,05,15,706.00

Total 2,31,12,275.00 3,05,15,706.00


(a) Audit Fees Payable 50,459.00 27,987.00(b) PB & Associates 54,000.00 --(c) VAT payable -- 2,369.00

Total 1,04,459.00 30,356.00

Note 5 - Other Current Liabilities

Note 4 - Trade Payables


(a) Provision for Income Tax 87,228.00 1,05,521.00

Total 87,228.00 1,05,521.00

Note 6 - Short-term Provisions

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(Long Term At Cost) Quoted(a) Maxheights Infrastructure Limited 80,15,000.00 80,00,000.00

Total 80,15,000.00 80,00,000.00

Note 8- Non Current Investments


(a) Deferred Tax Assets 2,79,258.00 2,71,332.00

Total 2,79,258.00 2,71,332.00

Note 9 - Deffered Tax Assets


Long Term (Unsecured Considered Good)(a) Dayanand Progressive Society 79,45,000.00 70,00,000.00(b) Green Valley Frozen Foods & Vegetables Private Limited -- 27,18,456.00

Total 79,45,000.00 97,18,456.00

Note 10 - Loans & Advances


(a) Preliminary Expenses to the extent not written offOpening Balance 5,69,040.00 0.00Addition during the year - 7,11,300.00Written off during the year 1,42,260.00 1,42,260.00Balance at the end 4,26,780.00 5,69,040.00

Total 4,26,780.00 5,69,040.00

Note 11 - Other Non - Current Assets


(Unsecured Considered Good)(a) Outstanding for more than six months 3,91,60,544.46 4,06,12,353.00(b) Outstanding for less than six months 3,48,975.00 -

Total 3,95,09,519.46 4,06,12,353.00

Note 12 - Trade Receivables


(a) Cash in Hand 2,02,908.98 75,567.00

(b) Balance with BanksSBI Current A/c 0.00 1,516.00Bank Of India Dividend A/c 0.00 1,462.00Fixed Deposit 27,00,000.00 0.00Axis Bank 89,160.67 9,82,020.00

Total 29,92,069.65 10,60,565.00

Note13 - Cash And Cash Equivalents


(a) Short Term (Unsecured Considered Good)

Lokesh Sachdeva - 20,00,000.00Medrina Healthcare Private Limited - 30,00,000.00

(b) Advances with Revenue AuthoritiesTax Paid Against Appeal - 13,21,608.00TDS AY 2014-15 - 96,844.00Advance Tax 2014-15 - 10,000.00TDS AY 2015-16 1,76,397.00 -

(c) Accrued Interest 6,837.00 -

Total 1,83,234.00 64,28,452.00

Note 14 - Loans & Advances



(a) Depreciation 2,16,281.00 2,31,090.00(b) Preliminary & Pre-Operative Exp. Written Off 1,42,260.00 1,42,260.00

Total 3,58,541.00 3,73,350.00

Note 20 - Depreciation And Amortization Expense:


(a) Bank Charged 3,006.32 20,821.00(b) Interest On Loan - -

Total 3,006.32 20,821.00

Note 19 - Finance Cost


(a) Administrative Charges 52,454.00 24,077.00(b) Auditors Remuneration 22,472.00 22,472.00(c) Conveyance 74,304.00 44,592.00(d) Filing Fees 9,200.00 7,580.00(e) Interest On Income Tax - 1,159.00(f) Misc Expenses 85,695.25 30,058.00(g) Listing Fees 1,34,832.00 2,809.00(h) Professional Fees & Charges 85,000.00 67,000.00(i) Telephone Expenses 6,755.00 7,896.00(j) Fees To Stock Exchanges 11,236.00 59,559.00(k) Website Expenses 2,270.00 3,500.00(l) Electricity & Water Expenses 38,446.00 15,166.00(m) Meetingv Expenses 50,000.00 19,465.00(n) Postage & Telegram 5,295.00 11,795.00(o) Advertisement Charges 33,763.00 33,784.00(p) Fees To RTA 30,337.00 -(q) Demateralisation Expenses 39,202.00 48,913.00(r) Printing & Stationery 25,980.00 36,436.00

Total 7,07,241.25 4,36,261.00

Note 21 - Other Expenses


(a) Sales 2,05,37,042.00 9,80,48,987.00(b) Commission On Sale 3,87,750.00 -

Net Revenue From Operations 2,09,24,792.00 9,80,48,987.00

Note 15 - Revenue From Operations


(a) Interest from Bank (FD) 6,837.00 93,225.00(b) Dividend Income 22,900.00 -(c) Interest (Others) 13,76,215.00 8,75,194.00

Total 14,05,952.00 9,68,419.00

Note 16 - Other Income


(a) Opening Stock - -(b) Purchases of stock in Trade 2,02,97,398.00 9,70,37,920.00(c) Decrease in Inventory - 4,22,466.00(d) Freight & Cartage Inward 12,567.00 86,469.00

Total 2,03,09,965.00 9,75,46,855.00

Note 17 - Cost Of Material Consumed


Note 18 : Employee Benefit Expense

(a) Salary to Staff 6,29,077.00 3,42,000.00

Total 6,29,077.00 3,42,000.00


OMANSH ENTERPRISES LIMITEDRegd. Off.: Shop No. 37, QD Block, DDA Market,Pitampura, New Delhi-110034Tel : +91-9891408133

BOOK POSTOmansh Enterprises LimitedCIN: L21011DL1974PLC241646

Regd. Off. : Shop No. 37, QD Block, DDA Market, Pitampura, New Delhi-110034Ph.: +91-9891408133 Website: www.omanshenterprises.com; Email ID: [email protected]

ATTENDANCE SLIPMembers or their proxies are requested to present this form for admission, duly signed in accordance with their specimen signatures registered with the Company.

DP Id & Client Id / Regd. Folio No.*

No. of Shares

Name and Address of the Shareholder

Name and Address of the Proxy

*Applicable for member holding shares in physical form.I/We hereby record my/ our presence at the forty first Annual General Meeting of the Company being held on Saturday, 12th September,2015 at 10:30 a.m. at Twist ‘n’ Turn Banquet, 226-227, Shop-in Park Mall, Shalimar Bagh, New Delhi – 110088.Please ( ) in the box

Member Proxy Signature of Member/ Proxy

Omansh Enterprises LimitedCIN: L21011DL1974PLC241646

Regd. Off. : Shop No. 37, QD Block, DDA Market, Pitampura, New Delhi-110034Ph.:+91-9891408133 Website: www.omanshenterprises.com; Email ID: [email protected]

FORM – MGT – 11 (PROXY Form)[Pursuant to Section 105(6) of the Companies Act 2013 and Rule 19(3) of Companies (Management and Administration) Rules, 2014]

CIN: L21011DL1974PLC241646 Name of the Company: Omansh Enterprises LimitedRegistered Office: Shop No.37, QD Block, DDA Mkt., Pitampura, New Delhi-110034

Name of the Members(s):

Registered Address:Email ID:

Folio No./Client Id:

DP ID:

I/we being the member (s) of ________ Shares of the above named company, hereby appoint:

1. Name ____________________________________ Address: ______________________________Email ID ________________________ Signature: _________________________ or failing him/her



As my /or our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the forty first AnnualGeneral Meeting of the company scheduled to be held on the Saturday, 12th September, 2015 at 10:30 a.m.at Twist ‘n’ Turn Banquet, 226-227, Shop-in Park Mall, Shalimar Bagh, New Delhi – 110088 and at anyadjournment thereof in respect of such resolutions as are indicated below:

1. Adoption of Annual Accounts and Reports thereon for the financial year ended 31st March, 2015. 2. Re-appointment of Mr. Gaurav Mutreja, who retires by rotation. 3. Appointment of M/s. Satyendra Mrinal &Associates, Chartered Accountants, as the statutory auditor of the company. 4. Appointment of Ms.Pooja Bhatia as the Director.

Signed this _______________ day of ______________20____

Signature of shareholder ________________Signature of Proxy holder(s) _____________Not e: Th is fo rm of proxy in ord er t o be e f f ec t ive should be d uly comple ted and d eposi t ed a t t he reg i s teredof f ice o f t he Company, not be ing less t han 48 hours bef ore t he commencement o f t he meet ing

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44Omansh Enterprises Limited Annual Report 2014-2015 56

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OMANSH - Bombay Stock Exchange · Name of Director Gaurav Mutreja Pooja Bhatia Age 27 years 35...

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