Directors Report of Omkar Overseas Ltd.

Mar 31, 2024

Your Directors have pleasure in presenting the 28^th Annual Report of the Company together with
the Audited Statements of Accounts for the year ended March 31, 2024.

1. FINANCIAL RESULTS:

The Company''s financial performance for the year under review along with previous year''s
figures is given hereunder

(Amount In Lakhs)

PARTICULARS	FOR THE YEAR ENDED	FOR THE YEAR ENDED
	ON 31.03.2024	ON 31.03.2023
Net Income from Business Operations	00.00	34.42
Other Income	00.00	00.66
Total Income	00.00	35.08
Total Expenses before depreciation & tax	00.00	45.23
Profit / (loss) before depreciation & tax	(13.20)	(10.15)
Less Depreciation	0	0
Profit/Loss before Tax	(103.45)	(10.15)
Less Tax Expenses:	0	0
Net Profit after Tax	(103.45)	(10.15)
Basic and diluted EPS	(2.07)	(0.02)

2. STATE OF AFFAIRS:

The Company is into the business of dealing/ Trading of textile items and various commodities.
However, during the year company has not conducted any business operations.

The highlights of the Company''s performance are as under:

i. Revenue from operations for the year ended on 31^st March, 2024 is Rs. 0/-.

ii. Other incomes for the year ended on 31^st March, 2024 amounts to Rs. 0/-.

iii. Net loss for the year ended 31^st March, 2024 amounts to Rs. 103.45 Lakhs.

iv. Earnings per share for the year ended 31^st March, 2024 amounts to (2.07).

3. SHARE CAPITAL:

The Authorised Share Capital as on 31st March, 2024 was Rs. 6,00,00,000/- divided into
60,00,000 Equity Shares of Rs. 10/- each of the company.

The Paid-up share capital as on 31st March, 2024 was Rs. 4,92,35,750/- divided into 50,00,000
Equity Shares of Rs. 10/- each of the company.

There was no change in the share capital of the company during the year.

4. DIVIDEND:

To conserve the resources for future growth of the company, your directors do not propose any
dividend for the current year. Your Company''s policy on Dividend Distribution is available at
https://www.omkaroverseasltd.com/resource/Policy.aspx.

5. LISTING INFORMATION

The Equity Shares in the Company are continued to be listed with BSE Platform and in
dematerialized form. The ISIN No. of the Company is INE680D01015.

6. TRANSFER TO RESERVES:

Your Company do not propose any amount to transfer to the Reserves of the Company.

7. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION AND PROTECTION FUND:

In accordance with the applicable provisions of Section 125(2) Companies Act, 2013
(hereinafter referred to as “the Act”) read with Investor Education and Protection Fund
(Accounting, Audit, Transfer and Refund) Rules, 2016 (hereinafter referred to as the “IEPF
Rules”), the dividends, unclaimed for a consecutive period of seven years from the date of
transfer to the Unpaid Dividend Account of the Company are liable to be transferred to IEPF.
Further, the shares (excluding the disputed cases having specific orders of the Court, Tribunal
or any Statutory Authority restraining such transfer) pertaining to which dividend remains
unclaimed for a period of continuous seven years from the date of transfer of the dividend to
the unpaid dividend account are also mandatorily required to be transferred to the IEPF
established by the Central Government.

Any person whose unclaimed dividend and shares pertaining thereto, matured deposits,
matured debentures, application money due for refund, or interest thereon, sale proceeds of
fractional shares, redemption proceeds of preference shares, amongst others has been
transferred to the IEPF Fund can claim their due amount from the IEPF Authority by making an
electronic application in e-form IEPF-5. Upon submitting a duly completed form, Shareholders
are required to take a print of the same and send physical copy duly signed along with requisite
documents as specified in the form to the attention of the Nodal Officer, at the Registered Office
of the Company. The e-form can be downloaded from the website of Ministry of Corporate
Affairs www.iepf.gov.in.

Shareholders are requested to get in touch with the RTA for encashing the unclaimed
dividend/interest/principal amount, if any, standing to the credit of their account.

During the year, no amount of unclaimed dividend has been transferred to IEPF.

8. DETAILS OF SUBSIDIARY, JOINT VENTURE OR ASSOCIATE COMPANIES:

The Company does not have any Holding, Subsidiary, Joint Venture or Associate Company as on
31st March 2024.

9. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION
OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH
THIS FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:

No material changes and commitments affecting the financial position of the Company occurred
between the ends of the financial year to which these financial statements relate on the date of
this report except the following changes:

a) Your board of directors has approved the scheme of arrangement in the nature of
reduction of share capital and is yet the file the same with stock exchange and Tribunal.

b) Your board of directors has also approved the Preferential Issue through issuance of
fresh equity shares of the company in the aforesaid scheme of arrangement.

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

The information on conservation of energy, technology absorption and foreign exchange
earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with
Rule, 8 of The Companies (Accounts) Rules, 2014, are as follows:

Conservation of energy-

Even though its operations are not energy-intensive, significant measures are taken to reduce
energy consumption by using energy-efficient equipment. The Company regularly reviews
power consumption patterns across all locations and implement requisite
improvements/changes in the process in order to optimize energy/ power consumption and
thereby achieve cost savings. Energy costs comprise a very small part of the Company''s total
cost of operations. However, as a part of the Company''s conservation of energy programme,
the management has appealed to all the employees / workers to conserve energy.

Technology absorption-

i. The efforts made towards technology absorption: No efforts are made during the year due to
absence of business operations within the company.

11. The benefits derived like product improvement, cost reduction, product development or
import substitution; Not Applicable as no business operations of the company during the year.

iii. In case of imported technology- The Company has not imported any technology during the
year;

iv. The expenditure incurred on Research and Development. The Company has not expended any
expenditure towards Research and Development during the year.

Foreign exchange earnings and Outgo-

The Foreign Exchange earned in terms of actual inflows during the year and the Foreign
Exchange outgo during the year in terms of actual outflows are as follows:

Particulars	Current Year	Previous Year
	(2023-24)	(2022-23)
	(Rs.)	(Rs.)
C.I.F. Value of Imports	-	-
F.O.B. Value of Exports	-	-

11. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK
MANAGEMENT POLICY OF THE COMPANY:

The Company has laid down the procedure to inform the Board about the risk assessment and
minimization procedures. These procedures are reviewed by the Board from time to time to
ensure that there is timely identification and assessment of risks, measures to mitigate them,
and mechanisms for their proper and timely monitoring and reporting.

The Company has also adopted and implemented a risk management policy which identifies
major risks which may threaten the existence of the Company. The same has also been adopted
by your Board and is also subject to its review from time to time. The Risk Management Policy
has been uploaded on the website of the Company at omkaroverseasltd.com

12. CORPORATE SOCIAL RESPONSIBILITY (CSR):

The provisions of section 135 of the companies act, 2013 are not applicable to the company
considering the net worth, turnover and net profit of the company.

13. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF
THE COMPANIES ACT, 2013:

There were no loans or guarantees or investment made by the Company under Section 186 of
the Companies Act, 2013 during the year under review. The same has been disclosed under the
notes to the balance sheet in the Audited Financial Statements.

14. INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY:

The Company has adopted accounting policies which are in line with the Accounting Standards
prescribed in the Companies (Accounting Standards) Rules that continue to apply under Section
133 and other applicable provisions, if any, of the Companies Act, 2013 read with Rule 7 of the
Companies (Accounts) Rules, 2014.

The Company has adequate system of internal control to safeguard and protect from loss,
unauthorized use or disposition of its assets. All the transactions are properly authorized,
recorded and reported to the Management. The Company is following all the applicable
Accounting Standards for properly maintaining the books of accounts and reporting financial
statements.

The internal auditor of the company M/s A H Mandaliya & Associates, Chartered Accountants,
Ahmedabad checks and verifies the internal control and monitors them in accordance with
policy adopted by the company. The Company continues to ensure proper and adequate
systems and procedures commensurate with its size and nature of its business.

15. STATUTORY AUDITORS:

The company had appointed M/s N. S. Nanavati & Co., Chartered Accountants, (Firm
Registration No. 134235W) as the Statutory Auditors in the 27^th Annual general meeting for the
period of 5 years to hold the office of the Statutory Auditor till the conclusion of 32^nd AGM of the
Company.

Further the observations of the Statutory Auditors, when read together with the relevant notes
to the accounts and accounting policies are self-explanatory and do not call for any further
comment.

16. STATUTORY AUDITOR''S REPORT & OBSERVATIONS:

The report of the Statutory Auditors of the Company is annexed herewith.

The auditors have not reported any frauds under sub section 12 of section 143 other than those
which are reportable to the Central Government.

There are no qualifications, reservations or adverse remarks made by the Statutory Auditor
Except:

1. There is dispute relating to the title of the immovable property. The dispute is pending before
Hon''ble city civil court, Ahmedabad.

Explanation: Dispute is ongoing for the immovable property however during the year your
company has written off the same to show the true and fair view in the financial statements.

2. Based on my examination which included test checks and information given to me, the Company
has used accounting software for maintaining its books of account, which did not have a feature
of recording audit trail (edit log) facility throughout the year for ail relevant transactions
recorded in the respective software''s, hence I am unable to comment on audit trail feature of the
said software.

Explanation: Being first year of implementation of this provision and as there were no
business operations during the year, company is in a process to adopt a new software which
should be in a compliance with this provision.

17. COMMITTEES OF THE BOARD

Matters of policy and other relevant and significant information are furnished regularly to the
Board. To provide better Corporate Governance & transparency, currently, your Board has four
(3) Committees viz., Audit Committee, Nomination & Remuneration Committee and Stakeholder
Relationship Committee to investigate various aspects for which they have been constituted.
The Board fixes the terms of reference of Committees and delegate powers from time to time

AUDIT COMMITTEE AND VIGIL MECHANISM:

The Audit Committee comprises of 2 non-executive Independent Directors and 1 Executive
Director as its Members. The Chairman of the committee is Independent Director.

The Audit Committee responsible for effective supervision of the Company''s financial reporting
process by providing direction to the audit function, monitoring the scope and quality of
internal and statutory audits and ensuring accurate and timely disclosures, with the highest
levels of transparency, fairness, integrity and quality of financial reporting. The Audit
Committee considers the matters which are specifically referred to it by the Board of Directors
besides considering the mandatory requirements of the Regulation 18 read with Part C of
Schedule II of Listing Regulations and Section 177 of the Companies Act, 2013.

The Composition of Audit Committee during the year are given below.

Composition	Position	Category
Mr. Malay Desai	Chairperson	Non- Executive Independent Director
Mr. Dhairya Thakkar	Member	Non- Executive Independent Director
Mrs. Parul Joshi	Member	Executive Woman Director

During the year (4) Four Audit Committee Meetings were held. In pursuant to the provisions of
section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for directors and
employees to report genuine concerns has been established. The Vigil Mechanism Policy has
been uploaded on the website of the Company at www.omkaroverseasltd.com The
employees of the Company are made aware of the said policy at the time of joining the Company.

The functioning of the Whistle Blower mechanism is reviewed by the Audit Committee on
regular basis. The employees of the Company are made aware of the said policy at the time of
joining the Company.

NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee''s (NRC) constitution and terms of reference are
incompliance with provisions of the Act and Regulation 19 of the Listing Regulations.

The Nomination and Remuneration Committee comprises of Independent Directors and non¬
executive Director as its members. The Chairman of the Committee is an Independent Director.

The Composition of Nomination and Remuneration Committee during the year are given below:

Composition	Position	Category
Mr. Dhairya Thakkar	Chairperson	Non- Executive Independent Director
Mr. Malay Desai	Member	Non- Executive Independent Director
Mr. Viral Ranpura	Member	Non- Executive Director

During the year (4) Four Nomination and Remuneration Committee Meetings were held.
STAKEHOLDER RELATIONSHIP COMMITTEE

The Company has constituted a Stakeholders'' Relationship Committee (''SRC'') pursuant to the
provisions of Regulation 20 of the SEBI Listing Regulations and Section 178 of the Act.

The stakeholder relationship committee comprises Non-executive Director, Whole-time Director
and one Independent Director as its members. The Chairman of the Committee is an Non¬
Executive Director.

The Composition of Stakeholder and Relationship Committee during the year are given below:

Composition	Position	Category
Mr. Viral Ranpura	Chairperson	Non- Executive Director
Mr. Malay Desai	Member	Non- Executive Independent Director
Mr. Dhairya Thakkar	Member	Non- Executive Independent Director

During the year (4) Four Stakeholder Relationship Committee Meetings were held.

18. MATERIAL CHANGES DURING THE YEAR

There were no material changes during the year, which may have an adverse effect on the
operations of the Company except already disclosed in this report.

19. ANNUAL RETURN:

Pursuant to Notification dated 28th August, 2020 issued by the Ministry of Corporate Affairs as
published in the Gazette of India on 28th August, 2020, the details forming part of the extract of
Annual Return in Form MGT-9 is not required to be annexed herewith to this report. However,
the Annual Return will be made available at the website of the Company at
www.omkaroverseasltd.com

20. SECRETARIAL AUDITOR:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has
appointed M/s. Himanshu S K Gupta & Associates Practicing Company Secretaries,
Ahmedabad to undertake the Secretarial Audit of the Company.

21. SECRETARIAL AUDIT REPORT & OBSERVATIONS:

The Secretarial Audit Report of Secretarial Auditor is annexed herewith as Annexure “A”.

There are no qualifications, reservations or adverse remarks made by the Statutory Auditor.

22. DEPOSITS:

The company has not invited, accepted or renewed any deposit within the meaning of Chapter V
other than exempted deposit as prescribed under the provisions of the Company Act, 2013 and
the rules framed thereunder, as amended from time to time. Hence there are no particulars to
report about the deposit falling under Rule 8(5)(v) and (vi) of the Companies (Accounts) Rules,
2014.

However, during the financial year the Company has borrowed money(ies) from Directors of
the Company in pursuant to Rule 2(c)(viii) of the Companies (Acceptance of Deposits) Rules,
2014, amended from time to time, and said amount is not being given out of funds acquired by
him/them by borrowing or accepting loans or deposits from others.

23. DIRECTORS / KEY MANAGERIAL PERSONNEL:

a. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW:

7 (Seven) Board Meetings were held during the financial year ended 31^st March, 2024 on the
following dates:

Sr. No.	Date of meeting	T otal Directors	Directors Present
1.	01-04-2023	6	6
2.	30-05-2023	8	8
3.	12-08-2023	4	4
4.	04-09-2023	4	4
5.	06-11-2023	4	4
6.	25-01-2024	4	4
7.	26-02-2024	4	4

b. DIRECTOR RESPOSNSIBILITY STATEMENT:

Your director wishes to inform that the Audited Accounts containing financial statements for
the financial year 2023-24 are in full conformity with the requirements of the Companies Act,
2013. They believe that the financial statement reflects fairly, the form and substance of
transactions carried out during the year and reasonably present the Company''s financial
condition and results of operations.

In accordance with the provisions of Section 134(5) of the Companies Act, 2013 the Board
hereby submits its responsibility statement:

a. in the preparation of the annual accounts, the applicable accounting standards had been
followed along with proper explanation relating to material departures;

b. the directors had selected such accounting policies and applied them consistently and made
judgments and estimates that are reasonable and prudent so as to give a true and fair view of
the state of affairs of the company at the end of the financial year and of the profit and loss of
the company for that period;

c. The directors had taken proper and sufficient care for the maintenance of adequate accounting
records in accordance with the provisions of this Act for safeguarding the assets of the company
and for preventing and detecting fraud and other irregularities;

d. the directors had prepared the annual accounts on a going concern basis; and

e. The directors had laid down internal financial controls to be followed by the company and that
such internal financial controls are adequate and were operating effectively.

f. The directors had devised proper systems to ensure compliance with the provisions of all
applicable laws and that such systems were adequate and operating effectively.

c. CHANGES IN BOARD OF DIRECTORS & KEY MANAGERIAL PERSONNEL:

Following changes were occurred during the year in the composition of board of directors and
Key Managerial Personnel:

Sr.	Name of Director& KMP	Designation on effective date	Effective date of change	Nature of change
1	Malay Desai	Additional Director (Non¬ Executive Independent)	01/04/2023	Appointment
2	Dhairya Thakkar	Additional Director (Non¬ Executive Independent)	01/04/2023	Appointment
3	Bhavin Patel	Company Secretary & Compliance officer	01/04/2023	Appointment
4	Shivbhagwan Bohra	Independent Director	30/05/2023	Cessation due to resignation
5	Chinar jethwani	Independent Director	30/05/2023	Cessation due to resignation
6	Bhanwarlal Sharma	Independent Director	30/05/2023	Cessation due to resignation
7	Ramesh deora	Chief Executive Officer	30/05/2023	Cessation due to resignation
8	Manish Girishchandra Shah	Chief Financial Officer	30/05/2023	Cessation due to resignation
9	Viral Ranpura	Additional Director	30/05/2023	Appointment
10	ParulJoshi	Whole time Director	30/05/2023	Appointment
11	Bhavin Patel	Chief Financial Officer	30/05/2023	Appointment
12	Malay Desai	Independent Director	28/09/2023	Change in Designation
13	Dhairya Thakkar	Independent Director	28/09/2023	Change in Designation
14	Viral Ranpura	Non-Executive Director	28/09/2023	Change in Designation

d. BOARD EVALUATION:

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and
Disclosure Requirements) Regulations 2015, had adopted a formal mechanism for evaluating its
own performance and as well as that of its committee and individual Directors, including the
chairperson of the Board. The Exercise was carried out through a structured evaluation process
covering the various aspects of the Board''s functioning such as composition of board &
committees, experience & competencies, performance of specific duties & obligations,
governance issues etc.

The evaluation of the independent Directors was carried out by Board, except the independent
Director being evaluated and the chairperson and the non-independent Directors were carried
out by the independent Directors.

The Board is of the opinion that the Independent Non-Executive Directors of the Company
including those appointed during the year possess requisite qualifications, expertise and
experience and they hold highest standards of integrity.

e. RETIREMENT BY ROTATION:

In accordance with the provisions of the Companies Act, 2013 and in terms of the Memorandum
and Articles of Association of the Company, Provisions of retire by rotation of Directors is
applicable to the Company, accordingly appointment of Mrs. Parul Kamleshbhai Joshi is
proposed as director retirement by rotation in the 2 8th AGM of the Company.

f. REMUNERATION POLICY:

The Board has on the recommendation of the Nomination & Remuneration Committee,
formulated criteria for determining, qualifications, positive attributes and independence of a
director and also a policy for remuneration of directors, key managerial personnel and senior
management. The policy is available at the website of company at omkaroverseasltd.com

g. DECLARATION BY INDEPENDENT DIRECTORS:

Your Company had received declarations from all the Independent Directors of the Company
confirming that they meet with the criteria of independence as prescribed both under subsection
(6) of Section 149 of the Companies Act, 2013 along with Rules framed thereunder and
Regulation 16(1)(b) of the SEBI Listing Regulations. There has been no change in the
circumstances affecting their status as independent directors of the Company.

Independent Directors are familiarized with their roles, rights and responsibilities as well as
with the nature of industry and business model through induction program at the time of their
appointment as Directors and through presentations on economy & industry overview, key
regulatory developments, strategy and performance which are made to the Directors from time
to time.

24. PARTICULARS OF CONTRACTS WITH RELATED PARTIES:

All related party transactions that were entered into during the financial year were on an arm''s
length basis and were in the ordinary course of business. There are no materially significant
related party transactions made by the company with related parties which may have potential
conflict with the interest of the company at large. Your directors draw your attention to notes to
the financial statements for detailed related parties'' transactions entered during the year.

Accordingly, as per third proviso to Section 188(1) of the Act, required approvals of the Board or
Members/ Shareholders have been obtained for such transactions. However, as part of good
corporate governance, all related party transactions covered under Section 188 of the Act are
approved by the Audit committee.

The form AOC- 2 is attached as Annexure - B with this report.

25. CORPORATE GOVERNANCE:

As per regulation 15(2) of the Listing Regulation, the Compliance with the Corporate
Governance provisions shall not apply in respect of the following class of the Companies:

a. Listed entity having paid up equity share capital not exceeding INR 10 Crore and Net worth
not exceeding INR 25 Crore, as on the last day of the previous financial year;

b. Listed entity which has listed its specified securities on the SME Exchange.

Since, our Company falls in the ambit of aforesaid exemption (a); hence compliance with the
provisions of Corporate Governance shall not apply to the Company and it does not form the
part of the Annual Report for the financial year 2023-24.

26. MANAGEMENT DISCUSSION AND ANALYSIS:

The Management Discussion and Analysis as required in terms of the Listing Regulations is
annexed to the report as Annexure C and is incorporated herein by reference and forms an
integral part of this report.

27. PARTICULARS OF EMPLOYEES:

Disclosure under the provisions of Section 197 of the Companies Act, 2013 read with Rule 5 of
the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

a) The ratio of the remuneration of each director to the median remuneration of the employees
of the Company for the financial year: Not Applicable

b) The percentage increase in the remuneration of each director, Chief Executive Officer, Chief
Financial Officer and Company Secretary, if any in the financial year.

Sr.	Name	Designation	% Increase
1	Mr. Bhavinkumar Arvindkumar Patel	CS & CFO	33.33%
2	Mrs. Parul Kamleshbhai Joshi	Whole Time Director	Nil

c) The percentage increase in the median remuneration of employees in the financial year.

- Not Applicable

d) The number of permanent employees on the rolls of the Company as on 31.03.2024.

- 02 (Two).

e) Average percentile increases 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.

- Not Applicable as there was no other employee except directors and kmps during the year.

f) Affirmation that the remuneration is as per the remuneration policy of the company.

- The Company''s remuneration policy is driven by the success of the Company during the year
under review. The Company affirms that the remuneration is as per remuneration policy of the
Company.

g) The names of the top ten employees in terms of remuneration drawn:

Not Applicable as there was no other employee except directors and kmp''s during the year.

h) The name of every employee, who

1. ) Employed throughout the financial year, was in receipt of remuneration for that year which,
in the aggregate, was not less than One Crore and Two Lakh Rupees: Nil

2. ) Employed for a part of the financial year, was in receipt of remuneration for any part of that
year, at a rate which, in the aggregate, was not less than Eight Lakh and Fifty Thousand Rupees
per month: Nil

3.) Employed throughout the financial year or part thereof, was in receipt of remuneration in
that year which, in the aggregate, or as the case may be, at a rate which, in the aggregate, is in
excess of that drawn by the managing director or whole-time director or manager and holds by
himself or along with his spouse and dependent children, not less than two percent of the
equity shares of the company: Nil

28. INSURANCE:

The properties/assets of the company are adequately insured.

29. COST AUDITORS:

The section 148 read with Companies (Audit & Auditors) Rules, 2014 and other applicable
provisions, if any, of the Companies Act, 2013 are not applicable to the Company Hence, the
Board of Directors of your company has not appointed Cost Auditor for obtaining Cost
Compliance Report of the company for the financial year 2023-24.

30. DISCLOSURES WITH RESPECT TO DEMAT SUSPENSE ACCOUNT/ UNCLAIMED SUSPENSE
ACCOUNT:

a. aggregate number of shareholders and the outstanding shares in the suspense account lying
at the beginning of the year: Nil

b. number of shareholders who approached listed entity for transfer of shares from suspense
account during the year: Nil

c. number of shareholders to whom share were transferred from suspense account during the
year: Nil

d. aggregate number of shareholders and the outstanding shares in the suspense account lying
at the end of the year: Nil

e. voting rights on shares which remain frozen till the rightful owner of such shares claims the
shares: Nil

31. COMPLIANCE OF APPLICABLE SECRETARIAL STANDARDS:

The Company has complied with the provisions of Secretarial Standards (I & II) issued by the
Institute of Company Secretaries of India and approved by the Central Government under
section 118(10) of the Companies Act, 2013.

32. PREVENTION OF INSIDER TRADING:

Your company has adopted the “Code of Conduct on Prohibition of insider trading “and “Code of
Conduct for Directors and Senior Management Personnel” for regulating the dissemination of
Unpublished Price Sensitive Information and trading in security by insiders.

33. INDUSTRIAL RELATIONS (HUMAN RESOURCES):

During the period under review, the personal and industrial relations with the employees
remained cordial in all respects. The management has always carried out systematic appraisal
of performance and imparted training at periodic intervals. The Company recognizes talent and
has judiciously followed the principle of rewarding performance.

34. INVESTOR GRIEVANCES REDRESSAL STATUS

During the Financial Year 2023-24, there were no complaints or queries received from the
shareholders of the Company. Company Secretary acts as the Compliance Officer of the

Company is responsible for complying with the provisions of the Listing Regulations,
requirements of securities laws and SEBI Insider Trading Regulations. The Investor can send
their query to [e-mail]

35. OTHER REGULATORY REQUIREMENT

The Company has been complied with all regulatory requirements of central government and
state government and there were no significant and material orders passed by the Regulators
or Courts or Tribunals during the year impacting the going concern status and the Company''s
operations in future.

36. SEBI COMPLAINTS REDRESS SYSTEM (SCORES)

The investor complaints are processed in a centralized web-based complaints redress system.
The salient features of this system are centralized database of all complaints, online upload of
Action Taken Reports (ATRs) by the concerned companies and online viewing by investors of
actions taken on the complaint and its status. Your Company has been registered on SCORES
and makes every effort to resolve all investor complaints received through SCORES or
otherwise within the statutory time limit from the receipt of the complaint. The Company has
not received any complaint on the SCORES during financial year 2023-24.

37. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE:

The Company is committed to provide a safe and conducive work environment to its employees
during the year under review. The company has in place an Anti-Sexual Harassment Policy in
line with the requirements of the Sexual Harassment of women at the workplace (Prevention,
Prohibition & Redressal) Act, 2013.

Your directors further state that during the year under review, there were no cases filed
pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013.

38. EMPLOYEES'' STOCK OPTION PLAN

The Company has not provided stock options to any employee

39. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE
INSOLVENCY AND BANKRUPTCY CODE, 2016:

There were no applications which are made by or against the company under The Insolvency
and Bankruptcy Code, 2016 during the year.

40. ACKNOWLEDGEMENTS

Your Directors place on record their sincere thanks to bankers, business associates, consultants,
and various Government Authorities for their continued support extended to your Companies
activities during the year under review. Your Directors also acknowledges gratefully the
shareholders for their support and confidence reposed on your Company.

Registered Office: FOR AND ON BEHALF OF THE BOARD OF DIRECTORS

304, Shoppers Plaza-V, Govt Servant Co-Op OMKAR OVERSEAS LIMITED

Hsg Soc, Opp. Municipal Market, C.G. Road,

Navrangpura, Ahmedabad-380009 Gujarat

Date: September 06, 2024 Sd/- Sd/-

Place: Ahmedabad PARUL JOSHI VIRAL RANPURA

WHOLE TIME DIRECTOR NON-EXECUTIVE DIRECTOR
DIN: 06370561 DIN: 07177208

---

Mar 31, 2014

The Members,

Omkar Overseas Limited

Ahmedabad

The Directors have pleasure in presenting herewith their 18th Annual Report together with Audited Financial Accounts for the year ended 31st March, 2014:

FINANCIAL RESULTS: Rs in Lacs) Financial Results Current Year Previous Year 2013-14 2012-13

Total Income 1300.75 878.23

Total Expenditure 1295.40 873.57

Profit (Loss) before making provision for Interest, 5.35 4.65

Depreciation and Taxation Less:

1. Interest 0.00 0.00

2. Depreciation 0.00 0.00

3. Income Tax 1.25 1.00

Profit for the Year 4.10 3.65

DIVIDEND:

In view of the lesser profit in the current year, your Directors do not recommend any dividend. PRESENT OPERATIONS & FUTURE PROSPECTS:

During the year under review the income of company wasRs. 1300.75 Lacs compared to the previous years of Rs. 878.23 Lacs. The Company has made profit ofRs. 4.10 Lacs as compared to Profit of Rs. 3.65 Lacs in previous year. The company is succeeded in increasing its profits during the year under review. Your directors are hopeful to achieve better results in future.

LISTING:

The Shares of the Company are listed at Ahmedabad Stock Exchange Limited and the Bombay Stock Exchange Limited. And pursuant to Clause 38 of the Listing Agreement the Annual Listing fees have been duly paid to the each Stock Exchange(s).

The Company has also paid the annual custodian fees to NSDL & CDSL for the Securities of the Company held in dematerialized mode with them for the year 2014-15.

During the year under review, as per the Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009, the company has passed special resolution in its Extra Ordinary General Meeting held on 31.03.2014 for voluntary delisting of its Equity Shares from Ahmedabad Stock Exchange Limited, and the said procedure is still under process.

INSURANCE:

All properties and insurable interests of the Company including Stocks, Spares etc. wherever necessary and to the extent required have been adequately insured.

DIRECTORS:

Mr. Harikishan L. Agarwal, Director ofthe Company has resigned as DirectorW.e.f. 31.03.2014. The Board expresses their sincere gratitude towards the services rendered by him during the tenure of his service.

Impending notification of Section 149 and other applicable provisions ofthe Companies Act, 2013 and Clause

49 (ii) of the Listing Agreement appointment of Independent Director are required.

Mr. Niranjan D. Agarwal & Mr. Shivbhagwan R. Bohra, Directors of the Company, are being appointed as Independent Directors forfive consecutive year''s upto 31.03.2019 as perthe provisions ofSection 149 and other applicable provisions of the Companies Act, 2013.

All the Directors of the Company have confirmed that they are not disqualified from being appointed as Directors in terms ofSection 164 of the Companies Act, 2013.

Your directors recommend their appointment / reappointment.

DIRECTORS RESPONSIBILTYSTATEMENT:

Pursuantto Section 217 (2AA) of Companies Act, 1956, it is hereby confirm:

a) that in the preparation of the annual accounts financial year ended 31st March, 2014, the applicable accounting standards have been followed and there is no material departure from the same;

b) that 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 true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for that year;

c) that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) that the Directors have prepared the annual accounts for the financial year ended 31st March, 2014 on a going concern basis.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION:

The Company has not carried any activities relating to the conservation of energy. The Company has not acquired any technologies during the year under review.

FOREIGN EXCHANGE EARNINGS/OUTGO:

The Company has not made the Foreign Exchange earning during the financial year. There is no foreign exchange expense during the year.

PARTICULARS OF EMPLOYEES:

Provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules,1975 are not applicable to the Company, since none of the employees of the Company was in receipt of total remuneration of Rs. 5,00,000/- p.m. orRs. 60,00,000/-p.a. during the financial year under review.

CORPORATE GOVERNANCE:

A separate report on the Corporate Governance as prescribed by the Listing Agreement of the relevant Stock Exchange forms part of the Annual Report 2013-14 along with Auditor1 statement on its compliance.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

This has been dealt with in the separate annexure to this report.

PUBLIC DEPOSITS:

During the year under report your Company has not accepted deposit from public as envisaged by the provisions of the Companies Act.

COMPLIANCE CERTIFICATE:-

A Certificate pursuant to Section 383A of the Companies Act, 1956 read with the Companies (Compliance Certificate) Rules, 2001 issued by a Practicing Company Secretary is attached hereto.

AUDITORS AND THEIR REPORT:

The Statutory Auditors ofthe Company, M/s. Nahta Jain & Associates, Chartered Accountants, retire at the conclusion of the forthcoming Annual General Meeting and are eligible for re-appointment. The Audit Committee and the Board recommend the re- appointment of M/s. Nahta Jain & Associates, Chartered Accountants, as Statutory Auditors and the Company has received a certificate from the Statutory Auditors to the effect that their re-appointment, if made, would be within the limits prescribed under Section 141 of the Companies Act, 2013.

PERSONNEL:

Relations continued to be cordial and harmonious during the year under review with the staff and officers ofthe Company. Directors wish to place on record their appreciation for the co-operation received from the staff and officers at all levels.

ACKNOWLEDGMENT

Your Directors place on record their sincere thanks for the continuous support of the Financial Institutions, Banks, Central and State Governments, valued Customers and devoted staff for their continuous contribution to the growth of Company.

The Directors also express their gratitude to the shareholders for the confidence reposed in the management.

Registered Office: By Order of the Board 212, New Cloth Market, OF OMKAR OVERSEAS LIMITED O/S. Raipur Gate, Ahmedabad - 380 002

Ramesh Deora Dated: 29th May, 2014 Chairman DIN:01135440

---

Mar 31, 2011

The Members,

Omkar Overseas Limited

Ahmedabad

The Directors have pleasure in presenting herewith their 15th Annual Report together with Audited Financial Accounts for the year ended 31st March, 2011:

FINANCIAL RESULTS

(Rs. in Lacs) 2010 - 11 2009 - 10

Sales & other income 410.18 1969.10

Profit before making provisions for Interest, Depreciation and Taxation 1.40 (66.52)

1. Interest 0.00 0.00

2. Depreciation 0.00 1.42

3. Provision for Taxation 0.20 0.00

4. Fringe Benefit Tax 0.00 0.00

5. Profit for the Year 1.20 (67.94)

Add. Balance brought forward (596.79) (530.91)

Balance carried to Balance Sheet (595.59) (596.79)

DIVIDEND:

In view of the lesser profit in the current year and losses of previous years, your Directors do not recommend any dividend.

PRESENT OPERATIONS & FUTURE PROSPECTS:

During the year under review turnover of company was Rs. 410.18 Lac as compared to the previous year's turnover of Rs. 1969.10 Lacs. The Company has made profit of Rs. 1.20 Lac as compared to Loss of Rs. 67.94 Lac in previous year. The net margin of income was very low due to stiff competition in the textile trading and normal recurring expenditure incurred during the year under review.

Your Company has made a nominal profit for the Financial year 2010-2011, due to stiff competition and general recessionary trend prevailing in the market all over the world. Your directors are hopeful to achieve better results in future.

LISTING:

The Shares of the Company are listed at Ahmedabad Stock Exchange Limited, the Regional Stock Exchange and the Bombay Stock Exchange Limited. Listing fees have been duly paid to the each Stock Exchanges.

INSURANCE:

All properties and insurable interests of the Company including Stocks, Spares etc. wherever necessary and to the extent required, have been adequately insured.

DIRECTORS:

Shri Shivbhagwan Bohra and Shri Niranjan Agarwal, Directors of the Company retire by rotation at the ensuing Annual General Meeting and being eligible offer themselves for reappointment. Your Directors recommend their reappointment.

Shri Shankarlal Agarwal and Shri Subhash Agarwal, Directors of the Company had resigned from the office of the director we.f. 24th March, 2011. The Board express their sincere gratitude towards the services rendered by them during the tenure of their service.

The Board of Directors had appointed Shri Ramesh Deora and Shri Sumit Agarwal as Additional Directors of the Company with effect from 24th March, 2011 to hold the office upto the date of Annual General Meeting. Your Directors recommend their reappointment as director.

DIRECTORS RESPONSIBILTY STATEMENT:

Pursuant to Section 217(2AA) of Companies Act, 1956, it is hereby confirmed:

a) that in the preparation of the annual accounts financial year ended 31st March, 2011, the applicable accounting standards have been followed and there is no material departures from the same;

b) that 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 true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for that year;

c) that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) that the Directors have prepared the annual accounts for the financial year ended 31 st March, 2011 on a going concern' basis.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION:

The Company has not carried any activities relating to the conservation of energy. The Company has not acquired any technologies during the year under review.

FOREIGN EXCHANGE EARNINGS / OUTGO:

The Company has not made the Foreign Exchange earning during the financial year. There is no foreign exchange expense during the year.

PARTICULARS OF EMPLOYEES:

Provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules,1975 are not applicable to the Company, since none of the employees of the Company was in receipt of total remuneration of Rs. 5,00,000/- p.m. during the financial year under review.

CORPORATE GOVERNANCE:

A separate report on the Corporate Governance as prescribed by the Listing Agreement of the relevant Stock Exchange forms part of the Annual Report 2010-11 along with Auditor' statement on its compliance.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

This has been dealt with in the separate annexure to this report.

FIXED DEPOSITS:

The Company has not accepted any deposits from public during the year under review.

AUDITORS AND THEIR REPORT:

You are requested to appoint Auditors for the Current Year to hold office from the conclusion of the Annual General Meeting until the conclusion of the next Annual General Meeting and to fix their remuneration.

The Company has received Certificate U/s. 224(1B) of the Companies Act, 1956 from M/s. Nahta Jain & Associates, the Auditors of the Company signifying that the reappointment, if made, at the ensuing Annual General Meeting, will be within the limits specified. The report of the Auditor is self-explanatory and has been suitably dealt with in the notes to accounts.

PERSONNEL:

Relations continued to be cordial and harmonious during the year under review with the staff and officers of the Company. Directors wish to place on record their appreciation for the co-operation received from the staff and officers at all levels.

ACKNOWLEDGMENT

Your Directors place on record their sincere thanks for the continuous support of the Financial Institutions, Banks, Central and State Governments, valued Customers and devoted staff for their continuos contribution to the growth of Company.

The Directors also express their gratitude to the shareholders for the confidence reposed in the management.

By Order of the Board OF OMKAR OVERSEAS LIMITED Champalal Agarwal Chairman

Registered Office :

212, New Cloth Market, O/S. Raipur Gate, Ahmedabad - 380 002

Dated : 12th May, 2011

---

Mar 31, 2010

Not Available

---

Mar 31, 2009

The Directors have pleasure in presenting herewith their 13th Annual Report together with Audited Financial Accounts for the year ended 31st March, 2009:

FINANCIAL RESULTS

( Rs. in Lacs )

PARTICULARS 2008- 09 2007-08

Sales & other income 2176.36 2276.49

Profit before making provisions for Interest, Depreciation and Taxation 12.19 48.51

1. Interest 0.00 0.00

2. Depreciation 1.55 1.55

3. Provision for Taxation 1.25 5.23

4. Fringe Benefit Tax 0.00 0.02

5. Profit for the Year 9,27 41.43

Add. Balance brought forward (539.60) (581.33)

Balance carried to Balance Sheet (530.91) (539.60)

DIVIDEND

In view of lesser profits available for appropriation and to conserve the resources your Directors do not recommend any dividend.

PRESENT OPARATIONS & FUTURE PROSPECTS

During the year under review sales & other income of company was Rs.2176.36 Lacs compared to the previous years of Rs. 2276.49 Lacs. The income was adversely affected by heavy cost of purchases during the year. The Company has earned net profit of Rs.9.27 Lacs as compared to profit of Rs.41.43 in previous year.

The general recessionary trend in domestic market for the products in which the Company is dealing made the financial year 2008-2009 a difficult for many companies. Your Company earned the negligible profit for the Financial year 2008-2009, due to general recessionary trend prevailing in the market all over the world. Your directors are hopeful to achieve better results in future.

LISTING

The Shares of the Company are listed at Ahmedabad Stock Exchange Limited, the Regional Stock Exchange and the Bombay Stock Exchange Limited. Listing fees have been duly paid to the each Stock Exchange.

INSURANCE

All properties and insurable interests of the Company including Building, Plant and Machineries, Stocks, Spares etc. wherever necessary and to the extent required, have been adequately insured.

DIRECTORS

Shri Shivbhagvan Brohra and Shri Subhashchand Agarwal, Directors of the Company retire by rotation at the ensuing Annual General Meeting and being eligible offer themselves for reappointment. Your Directors recommend their reappointment.

DIRECTORS RESPONSIBILTY STATEMENT

Pursuant to Section 217(2AA) of Companies Act, 1956, it is hereby confirm:

a) that in the preparation of the annual accounts financial year ended 31st March, 2009, the applicable accounting standards have been followed and there is no material departures from the same;

b) that 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 true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for that year;

c) that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) that the Directors have prepared the annual accounts for the financial year ended 31st March, 2009 on a going concern basis.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION

The Company has not carried any activities relating to the conservation of energy. The Company has not acquired any technologies during the year under review.

FOREIGN EXCHANGE EARNINGS / OUTGO

The Company has not earned the Foreign Exchange earning during the financial year. There is no foreign exchange expenses during the year.

PARTICULARS OF EMPLOYEES

Provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 are not applicable to the Company, since none of the employees of the Company was in receipt of total remuneration of Rs.2,00,000/- p.m. during the financial year under review.

AUDIT COMMITTEE

The Company has constituted an Audit Committee pursuant to the provision of the Section 292A of the Companies Act, 1956, and as required under Clause 49 of Listing Agreement, details of which is given separately in the Report of Corporate Governance.

CORPORATE GOVERNANCE

A separate report on the Corporate Governance as prescribed by the Listing Agreement of the relevant Stock Exchange forms part of the Annual Report 2008-09 along with Auditor statement on its compliance.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

This has been dealt with in the separate annexure to this report.

AUDITORS AND THEIR REPORT

You are requested to appoint Auditors for the Current Year to hold office from the conclusion of the Annual General Meeting until the conclusion of the next Annual General Meeting and to fix their remuneration.

The Company has received Certificate U/s. 224(1B) of the Companies Act, 1956 from M/S Nahta Jain & Associates, the Auditors of the Company signifying that the reappointment if made, at the ensuing Annual General Meeting, will be within the limits specified. The report of the Auditor is self explanatory and have been suitably dealt with in the notes to accounts.

PERSONNEL

Relations continued to be cordial and harmonious during the year under review with the staff and officers of the Company. Directors wish to place on record their appreciation for the co-operation received from the staff and officers at all levels.

ACKNOWLEDGMENT

Your Directors place on record their sincere thanks for the continuous support of the Financial Institutions, Banks, Central and State Governments, valued Customers and devoted staff for their continuos contribution to the growth of Company.

The Directors also express their gratitude to the shareholders for the confidence reposed in the management.

Registered Office : By Order of the Board

212, New Cloth Market, For OMKAR OVERSEAS LIMITED

O/S. Raipur Gate, Ahmedabad-380 002

Dated : 27th June, 2009 Champalal Agarwal

Chairman & Managing Director