Directors Report of Omnitex Industries (India) Ltd.

Mar 31, 2025

Your Directors have pleasure in presenting the 39^th Annual Report together with the Audited Financial Statement
of the Company for the financial year ended 31st March, 2025.

1. FINANCIAL RESULTS

	2024-25	2023-24
	(Rs. in Lakhs)	(Rs. in Lakhs)
Revenue from Operation	318.56	169.52
Other Income	222.65	165.64
Total Income	541.21	335.16
Less: Purchase of Stock in Trade	314.09	166.98
Employee Benefits Expense	3.62	2.91
Financial Charges	-	-
Depreciation	-	1.64
Other Expenses	15.83	12.02
Total Expenses	333.54	183.55
Profit / (Loss) before Exceptional Item, Tax expenses	207.67	151.61
Exceptional Item of Income	-	201.80
Profit / (Loss) before Tax expenses	207.67	353.41
Current Tax	(2,823.83)	-
Deferred Tax	2,742.09	30.60
MAT Credit Entitlement	-	(32.45)
Prior Period Adjustment for Taxes	(1.22)	-
Profit / (Loss) after Tax	124.71	351.56
Other Comprehensive Income (Net of Taxes)	5,076.12	11,798.36
Total Comprehensive Income for the year	5,200.83	12,149.92
Add: Profit/(Loss) brought down from earlier year	12,022.96	(126.96)
Amount Carried to Reserves	20.00	-
Interim Dividend	336.33	-
Balance Profit / (Loss) carried to Balance Sheet	16,867.46	12,022.96

2. DIVIDEND

The Company has paid Interim Dividend for the FY 2024-25 @ Rs. 8/- per Equity Share amounting to
Rs. 336.33 Lakhs. No amount of dividend was required to be transferred to IEPF

3. TRANSFER TO RESERVES

During the year Rs. 20 lakhs has been transferred to General Reserve.

4. THE STATE OF COMPANY''S AFFAIRS AND OUTLOOK

The business of the company has achieved a top line of Rs. 318.56 lakhs as against Rs. 169.52 lakhs in
the previous year. Other Income has gone up to Rs. 222.65 lakhs from Rs. 165.64 lakhs in the previous
year.

The Company has earned a profit after tax of Rs. 124.71 lakhs as against the profit after tax of Rs. 351.56
lakhs during the previous year. The previous years profit includes exceptional income on account of profit
on sale of property of Rs. 201.80 lakhs.

OCI Income (Net of Taxes) is Rs. 5,076.12 lakhs as against Rs. 11,798.36 lakhs for previous year.

During the year under review, there is no change in the nature of business.

5. BOARD MEETINGS / COMMITTEE MEETINGS

i) Board Meetings

Seven Board Meetings were held in the year 2024-25 and the gap between two Board Meetings did
not exceed 120 days. The meetings were held on, 30^th May, 2024, 7^th August, 2024, 21^st August, 2024,
14^th November, 2024, 20^th December, 2024, 13^th February, 2025 and 21^st March, 2025.

Particulars of attendance at the above meetings are:

Name of the Directors	No of Meeting entitled to attend	Board Meetings Attended During 2024-25
Mr. Ashok M. Bhawnani	7	7
Mr. Narendra Dalmia	7	7
Mr. Amit R. Dalmia	2	2
Mr. Durgaprasad S. Sabnis	7	7
Mr. J. Ramakrishnan	7	7
Ms. Meghna M Savla	7	7
Mr. Bhavik Shah	5	5

Mr. Amit Dalmia resigned from the Board of Directors w.e.f. 7^th August, 2024.

Mr. Bhavik Shah was appointed as Additional Independent Non-Executive Director w.e.f. 7^th August,
2024 and his appointment was regularized in the Annual General Meeting held on 30^th September,
2024.

ii) Audit Committee

The composition of the Audit Committee is as under:

Name of the Member	Chairman / Member	No of Meeting entitled to attend	Meetings Attended During 2024-25
Mr. Amit R. Dalmia	Chairman	2	2
Mr. J. Ramakrishnan	Member	5	5
Ms. Meghna M Savla	Member	5	5
Mr. Bhavik Shah	Chairman	3	3

The Board has accepted all recommendations of Audit Committee.

Five meetings of the Audit Committee were held in the year 2024-25 on 30^th May, 2024, 7^th August,
2024, 14^th November 2024, 13^th February, 2025 and 21^st March, 2025.

Mr. Amit Dalmia ceased to be member and chairman of Audit Committee w.e.f. 7^th August, 2024 and
Mr. Bhavik Shah has been appointed as a member and chairman of Audit Committee w.e.f. 7^th August,
2024.

iii) Nomination and Remuneration Committee

The composition of the Nomination and Remuneration Committee is as under:

Name of the Member	Chairperson / Member	No of Meeting entitled to attend	Meetings Attended During 2024-25
Mr. Amit R. Dalmia	Chairman	2	2
Mr. Durgaprasad Sabnis	Member	2	2
Ms. Meghna M Savla	Member	2	2
Mr. Bhavik Shah	Chairman	-	-

Two meetings of Nomination and Remuneration Committee was held in the year 2024-25 on 30^th May,
2024 and 7^th August, 2024.

Mr. Amit Dalmia ceased to be member and chairman of Nomination and Remuneration Committee
w.e.f. 7^th August, 2024 and Mr. Bhavik Shah has been appointed as a member and chairman of
Nomination and Remuneration Committee w.e.f. 7^th August, 2024.

iv) Stakeholder Relationship Committee / Share Transfer Committee
The composition of Stakeholder Relationship Committee is as under:

Name of the Member	Chairman / Member	No of Meeting entitled to attend	Meetings Attended During 2024-25
Mr. Durgaprasad Sabnis	Chairman	3	3
Mr. J. Ramakrishnan	Member	3	3
Ms. Meghna M Savla	Member	3	3

Three meetings of Stakeholder Relationship Committee were held in the year 2024-25 on 7^th August,
2024, 20^th December, 2024 and 13^th February, 2025.

v) Independent Directors Meeting:

During the financial year 2024-25 one meeting of the Independent Directors was held on 13^th February,
2025 in which both the Independent Directors attended the meeting.

6. DIRECTORS'' RESPONSIBILITY STATEMENT
Your Directors state that:

(i) in the preparation of the annual accounts, the applicable Indian Accounting Standards (Ind AS) read
with the requirements set out under Schedule III to the Act, have been followed and there are no
material departures from the same;

(ii) the Directors have selected such accounting policies and applied them consistently and made
judgments and estimates that are reasonable and prudent so as to give a true and fair view of the
state of affairs of the Company at the end of the financial year and of the profit of the Company for the
year ended on that date;

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

(iv) the Directors have prepared the annual accounts on a going concern basis.

(v) the Directors have laid down internal financial controls to be followed by the Company and that such
internal financial controls are adequate and are operating effectively; and

(vi) the Directors have devised proper systems to ensure compliance with the provisions of all applicable
laws and that such systems are adequate and operating effectively.

7. STATEMENT ON INDEPENDENT DIRECTORS

The declarations required under Section 149(7) of the Companies Act, 2013 from the Independent
Directors of the Company confirming that they meet the criteria of independence under Section 149(6) of
the Companies Act, 2013, have been duly received by the Company along with a declaration of compliance
of sub-rule (1) and sub-rule (2) of Rule 6 of Companies (Appointment of Directors) Rules 2014. The
independent directors have also complied with the Code for Independent Directors prescribed in Schedule
IV to the Act and Code of Conduct for Directors and senior management personnel. In the opinion of the
Board, there has been no change in the circumstances which may affect their status as Independent
Directors of the Company.

8. DISCLOSURE OF COMPANY''S POLICY ON DIRECTOR''S, KMP APPOINTMENT & CRITERIA ETC.

The Company''s policy relating to appointment of Directors, payment of managerial remuneration, Directors
qualifications, positive attributes, Independence of Directors and other related matters as provided under
section 178(3) of the Companies Act 2013 is furnished as “Annexure II” to this report. The said policy is

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9. COMMENTS ON QUALIFICATION, RESERVATION OR ADVERSE REMARK
Statutory Auditor

The Notes on Financial Statements referred to in the Auditor''s report are self-explanatory. There are no
qualifications, adverse remark or reservations in the Auditors'' report.

Secretarial Auditor

As required by Section 204 of the Act, 2013, the Secretarial Audit Report for the year 2024-25 for auditing
the Secretarial and related records is attached herewith as “Annexure IV” to the Board''s Report. There
are no qualifications, adverse remark or reservations in the Secretarial Auditors'' report.

10. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS
Loans

The Company has not given any loan during the current year and there is no loan outstanding as at 31^st
March, 2025.

Guarantees

The Company has not given any Guarantees or provided any security during the current year and there is
no outstanding guarantee / security as at 31^st March, 2025.

Investments

During the year the Company surrendered 12,241 equity shares of Strata Geosystems (India) Private
Limited to exercise buy-back option at a price of Rs. 2,100/- per share and received buyback proceeds of
Rs. 257.06 lakhs.

Further in respect of balance 7,32,857 equity shares held in Strata Geosystems (India) Private Limited
post buy-back, the Company entered into Share Subscription and Purchase Agreement, (SSPA) on 20th
December 2024 for sale at a consideration of Rs. 2,828.29 per equity share aggregating to Rs. 20,727.32
lakhs. The transfer of the above equity shares under the said SSPA was completed in February 2025 and
the sale proceeds of Rs. 20,727.32 lakhs has been fully realized.

Post buyback and sale the company is not holding any investment in Strata Geosystems (India) Private
Limited.

The company has invested surplus funds of Rs. 17,000 lakhs in June quarter of FY 2025-26 and acquired
1 Equity Share and 39,00,781 Compulsorily Convertible Preference Shares of Blue Energy Motors Limited
@ Rs. 435.81 per share. Post acquisition the holding stands at 4.6153% of Blue Energy Motors Limited.
Between the realization of sale proceeds of Strata Geosystems (India) Private Limited shares and
investment in Blue Energy Motors Limited, the surplus funds were temporarily invested in mutual funds
and fixed deposits.

11. RELATED PARTY TRANSACTIONS

There were no transactions of sale, purchase or supply of materials; sale, disposal, purchase of property
of any kind, leasing of property of any kind, availing or rendering of any services, appointment as agent,
appointment to any office or place of profit, underwriting etc. with Related Parties within the meaning and
scope of Section 188 of Companies Act, 2013. The information pursuant to Section 134(3)(h) of the Act
read with Rule 8(2) of the Companies (Accounts) Rules, 2014 in Form AOC-2 is furnished as “Annexure
I”.

12. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE
COMPANY

During the year the investment in the shares of Strata Geosystems (India) Private Limited has been fully
sold / surrendered under buyback scheme and sale / buyback consideration of Rs. 20,984.38 lakhs as
against the original investment of Rs. 323.31 Lakhs has been received.

The company has invested surplus funds of Rs. 17,000 lakhs in June quarter of FY 2025-26 and acquired
1 Equity Share and 39,00,781 Compulsorily Convertible Preference Shares of Blue Energy Motors Limited
@ Rs. 435.81 per share. Post acquisition the holding stands at 4.6153% of Blue Energy Motors Limited

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

Disclosures pertaining to Conservation of energy, technology absorption, are not applicable to your
company during the year under review.

There was no foreign exchange inflow or outflow during the year under review.

14. RISK MANAGEMENT

The Company has identified two major areas with potential risk that may threaten the existence of the
company.

(i) Investment risk

The Company is continuously monitoring the performance of the Blue Energy Motors Limited to
ensure that the company has adequate time to take necessary precautions in the event of potential
loss to its Investment.

(ii) Financial Risk

The Financial Risks are dealt with in the notes to the accounts.

15. CORPORATE SOCIAL RESPONSIBILITY

The provisions of Section 135 of the Companies Act, 2013 are not applicable to your Company for the
current year.

16. BOARD EVALUATION

Pursuant to Section 178(2) of the Companies Act, 2013, the Nomination and Remuneration Committee has
carried out evaluation of performance of every Director. The Board has carried out an Annual performance
evaluation of its own performance, of the Directors individually as well as evaluation of the working of its
various Committees. The performance evaluation of Independent Director was carried out by the entire
Board excluding the Director being evaluated. The performance evaluation of the Chairman and Non¬
Independent Director was carried out by the Independent Director at their separate Meeting.

The Directors expressed their satisfaction with the evaluation process.

17. FAMILIARIZATION PROGRAMS OF INDEPENDENT DIRECTORS

Your Company has established familiarization and induction program. Further, at the time of the appointment
of an Independent Director, the Company issues a Letter of appointment outlining his / her role, function,
duties and responsibilities.

18. JOINT VENTURE / SUBSIDIARY / ASSOCIATE COMPANY

Company does not have any Subsidiary / Joint Venture / Associate company. Thus the provision of
information in form AOC-1 is not applicable to the Company.

There were no companies which have become/ceased to be Subsidiaries, Joint Ventures and Associate
Companies during the year.

19. DIRECTORS AND KMP

In accordance with the provisions of the Act and the Articles of Association of the Company, Mr. J
Ramakrishnan (DIN: 02598332) is retiring by rotation at the ensuing Annual General Meeting and being
eligible, have offered himself for re-appointment.

Mr. Amit Dalmia resigned from the Board of Director w.e.f. 7^th August, 2024

Mr. Bhavik Shah was appointed as Additional Non-Executive Independent Director w.e.f. 7^th August, 2024
and his appointment was regularized by the shareholders of the Company in the Annual General Meeting
held on 30^th September, 2024.

20. DISCLOSURE PURSUANT TO SECTION 197(12) READ WITH RULE 5 OF COMPANIES
(APPOINTMENTS AND REMUNERATION) RULES 2014

(i) None of the Directors of the Company is drawing any remuneration other than sitting fees. Hence
the information in respect of ratio of remuneration of each director to the median remuneration of
employees etc., are not provided. Other information are:

I. Percentage increase in remuneration of each director, Chief Financial Officer, Chief Executive
Officer, Company Secretary or Manager, if any, in the financial year:

During the financial year, there is no increase in remuneration drawn by the Chief Financial
Officer and Company Secretary.

II. Percentage increase in median remuneration of each directors, CFO, CEO, CS or manager if any
in the Financial Year: NIL

III. The percentage increase in the median remuneration of employees in the Financial Year: NIL

IV. The No. of Permanent Employees on the roll of Company: 2

V. Average percentile increase already made in the salaries of employees other than the managerial
personnel in the last financial year and its comparison with the percentile increase in the managerial
remuneration and justification thereof and point out if there are any exceptional circumstances for
increase in the managerial remuneration - No increase in remuneration

VI. Affirmation that the remuneration is as per the remuneration policy of the Company - we affirm
that the Company is paying remuneration as per the policy of the company.

(ii) As there were no employees drawing remuneration more than the limit prescribed under rule 5 of
Companies (Appointments and Remuneration) Rules, 2014 as amended from time to time, the same
information is not provided.

Statement showing the names of the top 10 employees in terms of remuneration drawn shall be
provided on request.

21. AUDITORS

(i) Statutory Auditor

M/s. JMT & Associates, Chartered Accountants having Firm registration no. 104167W were appointed
as Auditors of the Company in the 35^th AGM of the Company held on 30^th September 2021 for a term
of 5 (Five) consecutive years i.e. upto the conclusion of AGM to be held in the year 2026.

The audit report of M/s. JMT & Associates, Chartered Accountants on the Financial Statements of the
Company for the financial year 2024-25 forms part of this report

(ii) Secretarial Auditor

M/s. JSD & ASSOCIATES, Practicing Company Secretaries (Membership No. ACS 50447, CP No.
18523) having Peer Review Certificate No.: 3479/2023 were appointed as Secretarial Auditor for the
Financial year 2024-25. Secretarial audit report as issued is annexed herewith as Annexure IV.

(iii) Cost Auditor

The appointment of cost auditor is not applicable to the company.

22. DEPOSITS

The Company has not accepted / renewed any deposits during the year and is also not carrying forward
any deposits.

23. SIGNIFICANT AND MATERIAL ORDER IMPACTING THE GOING CONCERN STATUS AND
COMPANY''S OPERATIONS IN FUTURE

No Significant and Material order was passed by any authority during the year under review impacting the
going concern status and company''s operation in future.

24. INTERNAL FINANCIAL CONTROLS

M/s. A. S. Sureka & Associates Chartered Accountants, Mumbai were re-appointed as the Internal Auditors
of the Company for the Financial Year 2024-25. Based on the reports of Internal Audit function, corrective
action are undertaken in the respective areas and thereby strengthening the controls.

During the year under review, no material or serious observation has been received from the Internal
Auditors of the Company for inefficiency or inadequacy of such controls.

25. VIGIL MECHANISM

The Company has established a vigil mechanism and oversees through the Audit Committee, the genuine
concerns expressed by the employees and other Directors. The Company has also provided adequate
safeguards against victimization of Employees and Directors who express their concerns. The Company
has also provided direct access to the Chairman of the Audit Committee on reporting issues concerning
the interests of Company''s employees and the Company. The Vigil Mechanism Policy is available on
Company''s Website www.omnitex.com.

26. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management Discussion and Analysis Report as per Regulation 34 of SEBI (LODR) Regulations, 2015, is
annexed to this Board Report as “Annexure III”.

27. STATEMENT ON COMPLIANCES OF SECRETARIAL STANDARDS:

The Board of Directors have complied with applicable Secretarial Standards as specified u/s. 118 of
Companies Act, 2013.

28. EXTRACT OF ANNUAL RETURN:

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return of the Company as on
31^st March, 2025 is available on the website of the Company at www.omnitex.com.

29. REPORT ON THE SEXUAL HARRESSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT 2013.

The Company has in place a policy for prevention of Sexual Harassment at the Workplace in line with the
requirements of Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal)
Act, 2013.

In terms of section 22 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013, we report that, during 2024-25, no case has been reported under the said act.

30. CORPORATE GOVERNANCE REPORT

In terms of Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015, Regulations 17 to 27 and clauses (b) to (i) and (t) of sub-regulation (2) of Regulation 46 and para
C, D and E of Schedule V of Listing Regulations was exempted till previous financial year as the paid up
share capital of the Company was not exceeding Rs.10 Crores and Net worth was not exceeding Rs. 25
Crores as on the last day of previous financial year. Starting from the financial year, i.e. 1^st April, 2025, the
Corporate Governance is applicable to the Company and will comply within six months of the applicability
as mentioned in Regulation 15(2) of SEBI (LODR) Regulations, 2015.

31. UNCLAIMED DIVIDEND AND UNCLAIMED SHARES

1. As at 31^st March, 2025 the unclaimed dividend is Rs. 19.39 Lakhs.

2. As at 31^st March, 2025 there are no shares to be transferred to the Investor Education & Protection
Fund.

32. BUSINESS RESPONSIBILITY REPORT

Pursuant to Regulation 34 of the SEBI Listing Regulations, top one thousand listed entities based on market
capitalization (calculated as on March 31 of previous financial year) shall provide Business Responsibility
Report for the financial year 2024-25. The Company is outside the top thousand listed entities. In view of
this, Business Responsibility Report is not applicable.

33. CODE OF CONDUCT FOR PROHIBITION OF INSIDER TRADING

Your Company has in place a Code of Conduct for Prohibition of Insider, which lays down the process for
trading in securities of the Company by the Designated Persons and to regulate, monitor and report trading
by the employees of the Company either on his / her own behalf or on behalf of any other person, on the
basis of Unpublished Price Sensitive Information. The aforementioned amended Code, as amended, is
available on the website of the Company.

34. ISSUE OF SHARES ETC.

i The Company has not issued any shares with differential rights and hence no information as per
provisions of Section 43(a)(ii) of the Act read with Rule 4(4) of the Companies (Share Capital and
Debenture) Rules, 2014 is furnished.

ii. The Company has not issued any sweat equity shares during the year under review and hence no
information as per provisions of Section 54(1)(d) of the Act read with Rule 8(13) of the Companies
(Share Capital and Debenture) Rules, 2014 is furnished.

iii. The Company has not issued any equity shares under Employees Stock Option Scheme during the
year under review and hence no information as per provisions of Section 62(1)(b) of the Act read with
Rule 12(9) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

35. GENERAL DISCLOSURE:

i. The Company has not issued equity shares with differential rights as to dividend, voting or otherwise.

ii. There are no applications made by or any proceedings pending against the Company under the
Insolvency and Bankruptcy Code, 2016, during the year under review.

iii. During the year under review, there were no instance of one-time settlement with banks or financial
institutions and hence the differences in valuation as enumerated under Rule 8(5)(xii) of Companies
(Accounts) Rules, 2014, as amended, do not arise.

iv. No Significant orders have been passed by the Regulators, Courts, Tribunals impacting going concern
status and status of company''s operations in future.

v. During the year under review there are no shares in the demat suspense account or unclaimed
suspense account of the Company.

36. LISTING WITH STOCK EXCHANGE:

The Company''s Equity Shares are listed at BSE Limited with script code 514324. The Company confirms
that it has paid the Annual Listing Fees for the year 2024-25 and 2025-26 to BSE where the Company''s
Shares are listed.

37. APPRECIATION

The Board of Directors records its grateful thanks to all the stakeholders of the Company for their continued
support and co-operation.

On Behalf of the Board of Directors,

For Omnitex Industries (India) Limited

Place: Mumbai Ashok M Bhawnani Durgaprasad Sabnis

Date: 28^th August, 2025 Director Director

(DIN 00058344) (DIN 06607953)

---

Mar 31, 2024

Your Directors have pleasure in presenting the 38^th Annual Report together with the Audited Financial Statement of the Company for the financial year ended 31^st March, 2024.

1. FINANCIAL RESULTS
	2023-24	2022-23
	(Rs. in Lakhs)	(Rs. in Lakhs)
Revenue from Operation	169.52	34.05
Other Income	165.64	3.25
Profit / (Loss) before Financial Charges, Depreciation,	153.25	(12.69)
Exceptional Item, and Tax
Less Financial Charges	0.00	0.95
Depreciation	1.64	6.08
Profit / (Loss) before Exceptional Item, Tax expenses	151.61	(19.72)
Exceptional Item of Income	201.80	0.00
Profit / (Loss) before Tax expenses	353.41	(19.72)
Current Tax	0.00	0.00
Deferred Tax	30.60	0.00
MAT Credit Entitlement	(32.45)	0.00
Prior Period Adjustment for Taxes	0.00	0.97
Profit / (Loss) for the year	351.56	(20.69)
Other Comprehensive Income (Net of Taxes)	11,798.36	0.00
Profit / (Loss) after Tax	12,149.92	(20.69)
Add: Loss brought down from earlier year	(126.96)	(106.27)
Amount Carried to Reserves	0.00	0.00
Balance Profit / (Loss) carried to Balance Sheet	12,022.96	(126.96)

2. DIVIDEND

The Board of Directors in its prudence has not recommended payment of any dividend for the FY 202324. However, the Board of Directors of the Company has declared Interim Dividend at its meeting held on 7^th August, 2024 for the FY 2024-25 to the shareholders as on the record date (i.e. 20^th August, 2024) at Rs. 8 per equity share amounting to Rs. 336.33 Lakhs.

3. TRANSFER TO RESERVES

The Board of Directors of your Company has decided not to transfer any amount to reserves for the year under review.

4. THE STATE OF COMPANY''S AFFAIRS AND OUTLOOK

The business of the company has achieved a top line of Rs. 169.52 Lakhs as against Rs. 34.05 Lakhs in the previous year. Other Income has gone up substantially to Rs. 165.64 Lakhs from Rs. 3.25 Lakhs in the previous year. The increase is mainly on account of dividend received on shares of Strata Geosystems (India) Private Limited.

The Company has earned a profit after tax of Rs. 351.56 Lakhs as against loss after tax of Rs. 20.69 Lakhs during the previous year. This is mainly on account of dividend income from Strata Geosystems (India) Private Limited and an exceptional income from Sale of property.

OCI Income (Net of Taxes) of Rs. 11,798.36 Lakhs is on account of fair valuation of investment in equity shares of Strata Geosystems (India) Private Limited.

During the year under review, there is no change in the nature of business.

5. BOARD MEETINGS / COMMITTEE MEETINGS

(i) Board Meetings

Nine Board Meetings were held in the year 2023-24 and the gap between two Board Meetings did not exceed 120 days. The meetings were held on, 30^th May, 2023, 20^th June, 2023, 12^th July, 2023, 10^th August, 2023, 15^th August, 2023, 22^nd September, 2023, 25^th September, 2023, 10^th November, 2023 and 5^th February, 2024.

Particulars of attendance at the above meetings are:

	Name of the Directors		No of Meeting entitled to attend		Board Meetings Attended During 2023-24
	Mr. Ashok M. Bhawnani		9		9
	Mr. Narendra Dalmia		9		9
	Mr. Amit R. Dalmia		9		9
	Mr. Durgaprasad S. Sabnis		9		9
	Mr. J. Ramakrishnan		9		9
	Ms. Meghna M Savla		9		9
(ii)	Audit Committee The composition of the Audit Committee is as under:
	Name of the Member	Chairman / Member		No of Meeting entitled to attend		Meetings Attended During 2023-24
	Mr. Amit R. Dalmia	Chairman		4		4
	Mr. J. Ramakrishnan	Member		4		4
	Ms. Meghna M Savla	Member		4		4
(iii)	The Board has accepted all recommendations of Audit Committee. Four meetings of the Audit Committee were held in the year 2023-24 on 30th May, 2023, 10th August, 2023, 10th November 2023 and 5th February, 2024. Nomination and Remuneration Committee The composition of the Nomination and Remuneration Committee is as under:
	Name of the Member	Chairperson / Member		No of Meeting entitled to attend		Meetings Attended During 2023-24
	Mr. Amit R. Dalmia	Chairman		1		1
	Mr. Durgaprasad Sabnis	Member		1		1
	Ms. Meghna M Savla	Member		1		1
(iv)	One meeting of Nomination and Remuneration Committee was held in the year 2023-24 on 25th September, 2023. Stakeholder Relationship Committee / Share Transfer Committee The composition of Stakeholder Relationship Committee is as under:
	Name of the Member	Chairman / Member		No of Meeting entitled to attend		Meetings Attended During 2023-24
	Mr. Durgaprasad Sabnis	Chairman		8		8
	Mr. J. Ramakrishnan	Member		8		8
	Ms. Meghna M Savla	Member		8		8

Eight meetings of Stakeholder Relationship Committee were held in the year 2023-24 on 19^th August, 2023, 8^th September, 2023, 16^th September, 2023, 10^th October, 2023, 18^th October, 2023, 16^th December, 2023, 22^nd February, 2024 and 1^st March, 2024.

(v) Independent Directors Meeting:

During the financial year 2023-24 one meeting of the Independent Directors was held on 5^th February, 2024 in which both the Independent Directors attended the meeting.

6. DIRECTORS'' RESPONSIBILITY STATEMENT Your Directors state that:

(i) in the preparation of the annual accounts, the applicable Indian Accounting Standards (Ind AS) read with the requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same;

(ii) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the year ended on that date;

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

(iv) the Directors have prepared the annual accounts on a going concern basis.

(v) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

(vi) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

7. STATEMENT ON INDEPENDENT DIRECTORS

The declarations required under Section 149(7) of the Companies Act, 2013 from the Independent Directors of the Company confirming that they meet the criteria of independence under Section 149(6) of the Companies Act, 2013, have been duly received by the Company along with a declaration of compliance of sub-rule (1) and sub-rule (2) of Rule 6 of Companies (Appointment of Directors) Rules 2014. The independent directors have also complied with the Code for Independent Directors prescribed in Schedule IV to the Act and Code of Conduct for Directors and senior management personnel. In the opinion of the Board, there has been no change in the circumstances which may affect their status as Independent Directors of the Company.

8. DISCLOSURE OF COMPANY''S POLICY ON DIRECTOR''S, KMP APPOINTMENT & CRITERIA ETC.

The Company''s policy relating to appointment of Directors, payment of managerial remuneration, Directors qualifications, positive attributes, Independence of Directors and other related matters as provided under section 178(3) of the Companies Act 2013 is furnished as Annexure “II” to this report. The said policy is also available on Company''s website www.omnitex.com.

9. COMMENTS ON QUALIFICATION, RESERVATION OR ADVERSE REMARK Statutory Auditor

The Notes on Financial Statements referred to in the Auditor''s report are self-explanatory. There are no qualifications, adverse remark or reservations in the Auditors'' report.

Secretarial Auditor

As required by Section 204 of the Act, 2013, the Secretarial Audit Report for the year 2023-24 for auditing the Secretarial and related records is attached herewith as Annexure “IV” to the Board''s Report. There are no qualifications, adverse remark or reservations in the Secretarial Auditors'' report.

10. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS Loans

The Company has not given any loan during the current year and there is no loan outstanding as at 31^st March, 2024.

Guarantees

The Company has not given any Guarantees or provided any security during the current year and there is no outstanding guarantee / security as at 31^st March, 2024.

Investments

The Company has not made any fresh / additional investments during the current year except in the mutual funds. The Company continues to hold investments in the equity of Strata Geosystems (India) Private Limited amounting to Rs. 323.31 Lakhs (acquisition cost). Reference is invited to paragraph 12 below.

11. RELATED PARTY TRANSACTIONS

There were no transactions of sale, purchase or supply of materials; sale, disposal, purchase of property of any kind, leasing of property of any kind, availing or rendering of any services, appointment as agent, appointment to any office or place of profit, underwriting etc. with Related Parties within the meaning and scope of Section 188 of Companies Act, 2013. Thus the information pursuant to Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 in Form AOC-2 is not applicable to the Company.

12. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

• The Company was party to share subscription and purchase agreement executed on 20^th June, 2023 along with Hella Infra Market Private Limited (''Infra Market''), Glen Raven Technical Fabrics LLC, Strata Geosystems (India) Private Limited (''SGIPL''), and other shareholders of SGIPL. The Company has agreed to sell the investment of 7,45,098 equity shares of Strata Geosystems (India) Private Limited at a price of Rs. 1,722.25 per equity share amounting to total consideration of Rs. 12,832.45 Lakhs but the same was terminated due to failure by Infra Market to complete the proposed transaction within long stop date.

• Further, the Company was holding 7,45,098 equity shares of Strata Geosystems (India) Private Limited (“SGIPL”) out of which the Company had tendered after the end of the year 12,241 equity shares of SGIPL in the buyback process at a price of Rs. 2,100 per equity share amounting to total consideration of Rs. 257.06 Lakhs. Post buyback the company is holding 7,32,857 equity shares of SGIPL.

• Further, during the year the company has sold Unit No 317,318 & 319 at Tantia Jogani Industrial Premises, Lower Parel, Mumbai 400 011 for a total consideration of Rs. 351.00 Lakhs.

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

Disclosures pertaining to Conservation of energy, technology absorption, are not applicable to your company during the year under review.

There was no foreign exchange inflow or outflow during the year under review.

14. RISK MANAGEMENT

The Company has identified two major areas with potential risk that may threaten the existence of the company.

(i) Investment risk

The Company is continuously monitoring the performance of the Strata Geosystems (India) Private Limited to ensure that the company has adequate time to take necessary precautions in the event of potential loss to its Investment.

(ii) Financial Risk

The Financial Risks are dealt with in the notes to the accounts.

15. CORPORATE SOCIAL RESPONSIBILITY

The provisions of Section 135 of the Companies Act, 2013 are not applicable to your Company for the current year.

16. BOARD EVALUATION

Pursuant to Section 178(2) of the Companies Act, 2013, the Nomination and Remuneration Committee has carried out evaluation of performance of every Director. The Board has carried out an Annual performance evaluation of its own performance, of the Directors individually as well as evaluation of the working of its various Committees. The performance evaluation of Independent Director was carried out by the entire Board excluding the Director being evaluated. The performance evaluation of the Chairman and NonIndependent Director was carried out by the Independent Director at their separate Meeting.

The Directors expressed their satisfaction with the evaluation process.

17. FAMILIARIZATION PROGRAMS OF INDEPENDENT DIRECTORS

Your Company has established familiarization and induction program. Further, at the time of the appointment of an Independent Director, the Company issues a Letter of appointment outlining his / her role, function, duties and responsibilities.

18. JOINT VENTURE / SUBSIDIARY / ASSOCIATE COMPANY

Company does not have any Subsidiary / Joint Venture / Associate company. Thus the provision of information in form AOC-1 is not applicable to the Company.

There were no companies which have become/ceased to be Subsidiaries, Joint Ventures and Associate Companies during the year.

19. DIRECTORS AND KMP

In accordance with the provisions of the Act and the Articles of Association of the Company, Mr. Ashok Metharam Bhawnani (DIN: 00058344) is retiring by rotation at the ensuing Annual General Meeting and being eligible, have offered himself for re-appointment.

Mr. Chaitanya Kulkarni was appointed for the position of Company Secretary and Compliance Officer w.e.f. 25^th September, 2023 in place of resigned Company Secretary and Compliance Officer, Ms. Karishma Waghela.

20. DISCLOSURE PURSUANT TO SECTION 197(12) READ WITH RULE 5 OF COMPANIES (APPOINTMENTS AND REMUNERATION) RULES 2014

(i) None of the Directors of the Company is drawing any remuneration other than sitting fees. Hence the information in respect of ratio of remuneration of each director to the median remuneration of employees etc., are not provided. Other information are:

I. Percentage increase in remuneration of each director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the financial year:

During the financial year, there is no increase in remuneration drawn by the Chief Financial Officer and Company Secretary.

II. Percentage increase in median remuneration of each directors, CFO, CEO, CS or manager if any in the Financial Year: NIL

III. The percentage increase in the median remuneration of employees in the Financial Year: NIL

IV. The No. of Permanent Employees on the roll of Company: 2

V. Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration - No increase in remuneration

VI. Affirmation that the remuneration is as per the remuneration policy of the Company - we affirm that the Company is paying remuneration as per the policy of the company.

(ii) As there were no employees drawing remuneration more than the limit prescribed under rule 5 of Companies (Appointments and Remuneration) Rules, 2014 as amended from time to time, the same information is not provided.

Statement showing the names of the top 10 employees in terms of remuneration drawn shall be provided on request.

21. AUDITORS

(i) Statutory Auditor

M/s. JMT & Associates, Chartered Accountants having Firm registration no. 104167W were appointed as Auditors of the Company in the 35th AGM of the Company held on 30th September 2021 for a term of 5 (Five) consecutive years i.e. upto the conclusion of AGM to be held in the year 2026.

The audit report of M/s. JMT & Associates, Chartered Accountants on the Financial Statements of the Company for the financial year 2023-24 forms part of this report

(ii) Secretarial Auditor

M/s. JSD & ASSOCIATES, Practising Company Secretaries (Membership No. ACS 50447, CP No. 18523) having Peer Review Certificate No.: 3479/2023 were appointed as Secretarial Auditor for the Financial year 2023-24. Secretarial audit report as issued is annexed herewith as Annexure IV.

(iii) Cost Auditor

The appointment of cost auditor is not applicable to the company.

22. DEPOSITS

The Company has not accepted / renewed any deposits during the year and is also not carrying forward any deposits.

23. SIGNIFICANT AND MATERIAL ORDER IMPACTING THE GOING CONCERN STATUS AND COMPANY''S OPERATIONS IN FUTURE

No Significant and Material order was passed by any authority during the year under review impacting the going concern status and company''s operation in future.

24. INTERNAL FINANCIAL CONTROLS

M/s. A. S. Sureka & Associates Chartered Accountants, Mumbai were re-appointed as the Internal Auditors of the Company for the Financial Year 2023-24. Based on the reports of Internal Audit function, corrective action are undertaken in the respective areas and thereby strengthening the controls.

During the year under review, no material or serious observation has been received from the Internal Auditors of the Company for inefficiency or inadequacy of such controls.

25. VIGIL MECHANISM

The Company has established a vigil mechanism and oversees through the Audit Committee, the genuine concerns expressed by the employees and other Directors. The Company has also provided adequate safeguards against victimization of Employees and Directors who express their concerns. The Company has also provided direct access to the Chairman of the Audit Committee on reporting issues concerning the interests of Company''s employees and the Company. The Vigil Mechanism Policy is available on Company''s Website www.omnitex.com.

26. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management Discussion and Analysis Report as per Regulation 34 of SEBI (LODR) Regulations, 2015, is annexed to this Board Report as “Annexure III”.

27. STATEMENT ON COMPLIANCES OF SECRETARIAL STANDARDS:

The Board of Directors have complied with applicable Secretarial Standards as specified u/s. 118 of Companies Act, 2013.

28. EXTRACT OF ANNUAL RETURN:

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return of the Company as on 31^st March, 2024 is available on the website of the Company at www.omnitex.com.

29. REPORT ON THE SEXUAL HARRESSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT 2013.

The Company has in place a policy for prevention of Sexual Harassment at the Workplace in line with the requirements of Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013.

In terms of section 22 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, we report that, during 2023-24, no case has been reported under the said act.

30. CORPORATE GOVERNANCE REPORT

In terms of Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Regulations 17 to 27 and clauses (b) to (i) and (t) of sub-regulation (2) of Regulation 46 and para C, D and E of Schedule V of Listing Regulations shall not apply in respect of paid up share capital of the Company is not exceeding Rs. 10 Crores and Net worth is not exceeding Rs. 25 Crores as on the last day of previous financial year. In view of the above separate corporate governance report is not provided.

31. UNCLAIMED DIVIDEND AND UNCLAIMED SHARES

As at 31^st March, 2024 there is no unpaid / unclaimed dividend and there are no shares to be transferred to the Investor Education & Protection Fund.

32. BUSINESS RESPONSIBILITY REPORT

Pursuant to Regulation 34 of the SEBI Listing Regulations, top one thousand listed entities based on market capitalization (calculated as on 31^st March of previous financial year) shall provide Business Responsibility Report for the financial year 2023-24. The Company is outside the top thousand listed entities. In view of this, Business Responsibility Report is not applicable.

33. CODE OF CONDUCT FOR PROHIBITION OF INSIDER TRADING

Your Company has in place a Code of Conduct for Prohibition of Insider, which lays down the process for trading in securities of the Company by the Designated Persons and to regulate, monitor and report trading by the employees of the Company either on his / her own behalf or on behalf of any other person, on the basis of Unpublished Price Sensitive Information. The aforementioned amended Code, as amended, is available on the website of the Company.

34. ISSUE OF SHARES ETC.

(i) The Company has not issued any shares with differential rights and hence no information as per provisions of Section 43(a)(ii) of the Act read with Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

(ii) The Company has not issued any sweat equity shares during the year under review and hence no information as per provisions of Section 54(1)(d) of the Act read with Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

(iii) The Company has not issued any equity shares under Employees Stock Option Scheme during the year under review and hence no information as per provisions of Section 62(1)(b) of the Act read with Rule 12(9) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

35. GENERAL DISCLOSURE:

(i) The Company has not issued equity shares with differential rights as to dividend, voting or otherwise.

(ii) There are no applications made by or any proceedings pending against the Company under the Insolvency and Bankruptcy Code, 2016, during the year under review.

(iii) During the year under review, there were no instance of one-time settlement with banks or financial institutions and hence the differences in valuation as enumerated under Rule 8(5)(xii) of Companies (Accounts) Rules, 2014, as amended, do not arise.

(iv) No Significant orders have been passed by the Regulators, Courts, Tribunals impacting going concern status and status of company''s operations in future.

(v) During the year under review there are no shares in the demat suspense account or unclaimed suspense account of the Company.

36. LISTING WITH STOCK EXCHANGE:

The Company''s Equity Shares are listed at BSE Limited with script code 514324. The Company confirms

that it has paid the Annual Listing Fees for the year 2023-24 and 2024-25 to BSE where the Company''s

Shares are listed.

37. APPRECIATION

The Board of Directors records its grateful thanks to all the stakeholders of the Company for their continued

support and co-operation.

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Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting the 29th Annual Report together with the Audited Accounts of the Company for the financial year ended March 31, 2015.

1. FINANCIAL RESULTS

2014-15 2013-14 (Rs. (Rs. in Lacs) in Lacs)

Profit before Financial Charges, Depreciation and Taxes 15.70 21.62

Less Financial Charges 0.00 0.02

Depreciation 14.80 6.42

Current Tax 0.17 2.89

Deferred Tax (0.00) (0.00)

MAT Credit Entitlement (2.89) (2.98)

Net Profit after depreciation and tax 3.62 15.27

Add: Loss brought down from earlier year (54.21) (70.96)

Prior Period Adjustment for Taxes (0.01) 1.48

Amount Carried to Reserves 0.00 0.00

Balance (Loss) carried to Balance Sheet (50.60) (54.21)

2. DIVIDEND

In view of the accumulated losses, your Directors are not in a position to recommend any dividend for the year and regret the same.

3. THE STATE OF COMPANY'S AFFAIRS AND OUTLOOK

During the year under review, your Company has earned a net profit after tax of Rs. 3.61 lacs as against Rs. 16.75 lacs during the previous year. The decrease is mainly on account of higher depreciation provision and compliance expenses. The Financial year 2014-15 is an important year as the Corporate Guarantee issued by the company to secure the facilities to Joint Venture Company has been annulled and assets released from equitable mortgage. Further an appeal by the excise department with a potential impact of over Rs. 17 lacs has been dismissed by the competent court. These developments will have positive impact on the outlook of the Company. During the year under review, there is no change in the nature of business.

4. BOARD MEETINGS / AUDIT COMMITTEE Board Meeting

Five Board meetings were held in the year 2014-15 and the gap between two Board meetings did not exceed 120 days. The same were held on 30th May 2014, 7th July 2014, 14th August 2014, 14th November 2014 and 13th February 2015.

Name of the Directors Board Meetings Attended During 2014-15

Mr. Amit R. Dalmia 5

Mr. Durgaprasad S Sabnis 5

Mr. J Ramakrishnan 5

Ms. Geeta Pardiwalla 3

Audit Committee

The composition of the Audit Committee is as under:

Name of the Member Chairman / No. of Meetings Attended Member Meeting held During 2014-15

Mr. Amit R. Dalmia Chairman 4 4

Mr. J. Ramakrishnan Member 4 4

Ms. Geeta Pardiwalla Member 4 2

The Board has accepted all recommendations of audit committee

5. DIRECTORS' RESPONSIBILITY STATEMENT

Your Directors state that:

(i) in the preparation of the annual accounts, the applicable accounting standards read with the requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same;

(ii) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the company for the year ended on that date;

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

(iv) the Directors have prepared the annual accounts on a going concern basis.

(v) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

(vi) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

6. STATEMENT ON INDEPENDENT DIRECTORS

The Independent Directors have submitted their disclosures to the Board that they fulfill all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the relevant rules.

7. COMPANY'S POLICY RELATING TO DIRECTORS

The Company's policy relating to appointment of Directors, payment of managerial remuneration, directors qualifications, positive attributes, independence of directors and other related matters as provided under Section 178(3) of The Companies Act 2013 in furnished in attachment "H" and attached to this report. The said policy is also available on Company's website www.omnitex.com.

8. COMMENTS ON QUALIFICATION, RESERVATION OR ADVERSE REMARK

Statutory Auditor

The Notes on Financial Statements referred to in the Auditor's report are self explanatory. There are no qualifications, adverse remark or reservations in the auditors' report.

Secretarial Auditor

Members attention is invited to the observation in the Report of Secretarial Auditor regarding non-appointment of KMP.

The Company was in search of KMP considering the nature and size of the operations which company complied by appointing MD and CS under the category KMP in the month of May 2015.

Considering the current nature and size of the operations, Company is finding it challenging to attract right talent for CFO. Further it may also drain the resources. However, to comply with the requirements company continues to lookout for a CFO.

9. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Loans

During the year Company has given ICD amounting to Rs. 50 Lacs to M/s. Centrum Capital Limited.

Guarantees

The Company had in the past, issued Guarantee to ICICI Bank Limited, amounting to Rs. 21 Crores, to secure facilities granted by them to the Joint Venture Compay i.e. Strata Geosystems (India) Private Limited. Upon full payment of the outstanding by the Joint Venture Company to ICICI Bank Ltd, the said guarantee was annulled during the current year. There is no outstanding guarantee as at 31st March 2015.

Investments

Company has not made any fresh investments during the current year. Company is carrying forward the investments made in earlier years, in the equity of joint venture company i.e. Strata Geosystems (India) Private Limited amounting to Rs. 2,93,30,880/-

10. RELATED PARTY TRANSACTIONS

FORM NO. AOC -2

(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014.

Form for Disclosure of particulars of contracts/arrangements entered into by the company with related parties referred to in sub section (1) of section 188 of the Companies Act, 2013 including certain arms length transaction under third proviso thereto.

1. Details of contracts or arrangements or transactions not at Arm's length basis. NIL

SL. Particulars Details No.

a) Name (s) of the related party & nature of relationship

b) Nature of contracts/arrangements/ transaction

c) Duration of the contracts/arrangements/ transaction

d) Salient terms of the contracts or arrangements or transaction including the value, if any

e) Justification for entering into such contracts or arrangements or transactions'

f) Date of approval by the Board

g) Amount paid as advances, if any

h) Date on which the special resolution was passed in General meeting as required under first proviso to section 188

2. Details of contracts or arrangements or transactions at Arm's length basis.

SL. Particulars Details No.

a) Name (s) of the related party & Strata Geosystems nature of relationship (India) Pvt Ltd.

b) Nature of contracts/arrangements/ Lease of Office transaction Premises

c) Duration of the contracts/arrangements/ Three years w.e.f transaction 1st October, 2014

d) Salient terms of the contracts * Monthly Compensation or arrangements or transaction of Rs. 2,11,150/- including the value, if any * Annual escalation

* Termination Clause

e) Date on which the special 11th September, 2014 resolution was passed in General meeting as required under first proviso to section 188

f) Amount paid as advances, if any NIL

11. MATERIAL CHANGES

No material changes and commitments affecting the financial position of the company occurred between the end of the financial year to which this financial statement relate and the date of the report.

12. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGO

Considering the present nature of activity, the provisions of Section 134(m) of the Companies Act, 2013 do not apply to your Company.

There was no foreign exchange inflow or Outflow during the year under review.

13. RISK MANAGEMENT

The Company has identified two major areas with potential risk that may threaten the existence of the company.

1. Investment risk

The Company is continuously monitoring the performance of the joint venture Company i.e. Strata Geosystems (India) Private Limited to ensure that the company has adequate time to take necessary precautions in the event of potential loss to its investment.

2. Property risk

All the properties of the company are adequately insured.

14. CORPORATE SOCIAL RESPONSIBILITY

The provisions of Section 135 of the Companies Act, 2013 do not apply to your Company for the current year.

15. PERFORMANCE EVALUAITON

Pursuant to the provisions of the Companies Act, 2013 the Board has carried out an evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Appointment & Remuneration Committees.

A structured questionnaire was prepared after taking into consideration inputs received from the Directors, covering various aspects of the Board' functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance. A separate exercise was carried out to evaluate the performance of individual Directors including the Chairman of the Board, who were evaluated on parameters such as level of engagement and contribution, independence of judgement, safeguarding the interest of the Company and its minority shareholders etc. The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Chairman and the Non Independent Directors was carried out by the Independent Directors who also reviewed the performance of the Secretarial Department.

The Directors expressed their satisfaction with the evaluation process

16. JOINT VENTURE

During the year under review, the topline of M/s. Strata Geosystems (India) Private Limited, the Joint Venture Company has improved by almost 50% compared to previous year and the Joint Venture Company is working aggressively to further improve its performance.

Company does not have any subsidiary / other associate company.

No Company has become or ceased to become the subsidiary or associate company of your company during the year under review.

17. DIRECTORS

Mr. Ashok M Bhawnani, a Chartered Accountant and main promoter of the Company has been inducted into the Board as Additional Director w.e.f. 29th May 2015.

Mr. Narendra Kumar Dalmia, a B.Tech Graduate, part of the promoter group has been inducted into the Board as Additional Director w.e.f. 29th May 2015. He has also been appointed as Managing Director for a period of five years.

Mr. Durgaprasad S Sabnis will retire by rotation at the ensuing Annual General Meeting and is eligible for re-appointment.

You are therefore requested to give your consent for the appointment of Mr. Ashok M Bhawnani, Mr. Narendra Kumar Dalmia as Directors and the re-appointment of Mr. Durgaprasad S Sabnis as Director of the Company.

The brief profile of Mr. Ashok M Bhawnani, Mr. Narendra Kumar Dalmia and Mr. Durgaprasad S Sabnis in compliance with the requirements of clause 49 of Listing Agreement is provided in the "Explanatory Statement" forming part of notice.

During the year, in compliance with the Companies Act, 2013 the Company has appointed Mr. Amit R Dalmia as Independent Director and Ms. Geeta Pardiwalla as Independent and Women Director for a period of five years.

18. KEY MANAGERIAL PERSONNEL

Mr. Narendra Kumar Dalmia, has been appointed as Managing Director for a period of five years w.e.f. 29th May 2015.

Ms. Anuja More, has been appointed as Company Secretary and compliance officer w.e.f. 29th May 2015 The Company is in the process of appointing a CFO.

19. DISCLOSURE PURSUANT TO SECTION 197(12) READ WITH RULE 5 OF COMPANIES (APPOINTMENTS AND REMUNERATION) RULES 2014

A) As none of the Directors of the Company is drawing any remuneration other than sitting fees, the information in respect of ratio of remuneration of each director to the median remuneration of employees etc., are not provided to the extent not applicable. Other information are given below:

1. Percentage increase in median remuneration of employees in the financial year 2014-15 compared to financial year 2013-14 - 15.6%

2. The No of Permanent Employees on the roll of Company - 1

3. Information as per sub-rule (vii) of Rule 5 of Companies (Appointments and Remuneration) Rules 2014

Market Price Earning Increase / As At Capitalisation Ratio (Decrease) (Rupees in Crores) in Market Quotation in comparison to last public offer (Rupees)

31st March 2014 7.56 45 (0.01)

31st March 2015 3.78 100 (9.00)

B) As there were no employees drawing remuneration more than the limit prescribed under rule 5 of Companies (Appointments and Remuneration) Rules 2014 as amended from time to time, the same information is not provided.

20. AUDITORS

Statutory Auditor

M/s. Tembey & Mhatre, Chartered Accountants, present auditors of the Company, retires at the conclusion of the forthcoming Annual General Meeting and are eligible for re-appointment. Members are requested to ratify their re-appointment and authorize the Board of Directors to fix their remuneration.

Secretarial Auditor

Mr. NIRAJ TRIVEDI proprietor Company Secretaries (Membership No.FCS 3844, CP NO.3123) has been appointed as Secretarial Auditor for the financial year 2014-15. The secretarial audit report is annexed herewith.

21. DEPOSITS.

The Company has not accepted / renewed any deposits during the year and is also not carrying forward any deposits.

22. SIGNIFICANT AND MATERIAL ORDER IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE

No Significant and Material order was passed by any authority during the year under review impacting the going concern status and company's operation in future.

23. INTERNAL FINANCIAL CONTROLS

The Company has adequate internal financial control system with reference to the Financial Statements.

24. VIGIL MECHANISM

The Company has established a vigil mechanism and oversees through the Audit Committee, the genuine concerns expressed by the employees and other Directors. The Company has also provided adequate safeguards against victimization of employees and Directors who express their concerns. The Company has also provided direct access to the Chairman of the Audit Committee on reporting issues concerning the interests of co employees and the Company. The Vigil Mechanism Policy is available on Company's Website www.omnitex.com.

25. REPORT ON THE SEXUAL HARRESSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSEL) ACT 2013.

In terms of section 22 of the Sexual Harressment of Women at Workplace (Prevention, Prohibition and Redressel) Act, 2013, we report that, during 2014-15, no case has been filed under the said act.

26. CORPORATE GOVERNANCE REPORT

In terms of circular SEBI CIR/CFD/Policy Cell/7/2014 dated 15th September 2014 issued by SEBI, the amended clause 49 of Equity Listing Agreement is not mandatory for the time being in respect of Companies having paid up share capital not exceeding Rs. 10 Crores and Networth not exceeding Rs. 25 Crores as on the last day of previous financial year. In view of the above separate corporate governance report is not provided.

27. APPRECIATION

The Board of Directors records its grateful thanks to all the stakeholders of the Company for their continued support and co-operation.

On Behalf of the Board of Directors,

Amit R. Dalmia Place: Mumbai Chairman Date: 29th May, 2015 (DIN 00210919)

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Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting the 28th Annual Report together with the Audited Accounts of the Company for the financial year ended March 31, 2014.

1. FINANCIAL RESULTS

2013-14 2012-13 (Rs. in Lacs) (Rs. in Lacs)

Profit before Financial Charges, Depreciation and Taxes 21.62 21.78

Less Financial Charges 0.02 0.15

Depreciation 6.42 6.00

Current Tax 2.89 4.47

Deferred Tax (0.00) (0.00)

MAT Credit Entitlement (2.98) 0.22

Net Profit after depreciation and tax 15.27 10.94

Add: Loss brought down from earlier year (70.96) (81.90)

Prior Period Adjustment for Taxes 1.48 (0.00)

Balance (Loss) carried to Balance Sheet (54.21) (70.96)

2. DIVIDEND

In view of the accumulated losses, your Directors are not in a position to recommend any dividend for the year and regret the same.

3. REVIEW OF OPERATION

During the year under review, your Company has earned a net profit after tax ofRs. 16.75 lacs as against Rs. 10.94 lacs during the previous year.

4. JOINT VENTURE

During the year under review, M/s. Strata Geosystems (India) Private Limited the Joint Venture Company has maintained the performance in spite of severe constraints faced by the infrastructure industry. With the positive change in the scenario the outlook for the Joint Venture Company is good.

5. DIRECTORS

Mr. J Ramakrishnan will retire by rotation at the ensuing Annual General Meeting and is eligible for re- appointment.

You are therefore requested to give your consent for the re-appointment of Mr. J Ramakrishnan as Director of the Company. The brief profle of Mr. J Ramakrishnan in compliance with the requirements of clause 49 of Listing Agreement is provided in the "Explanatory Statement" forming part of notice.

6. DIRECTORS'' RESPONSIBILITY STATEMENT

In terms of provisions of Section 217(2AA) of the Companies Act, 1956, your Directors state :

(i) that in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(ii) 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 a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the company for the year ended on that date;

(iii) that the Directors have taken proper and suffcient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) that the Directors have prepared the annual accounts on a going concern basis.

7. INSURANCE

All the properties of the Company including building, furniture, vehicles wherever necessary, and to the extent required, have been adequately insured.

8. PARTICULARS OF EMPLOYEES

As there were no employees drawing remuneration more than the limit prescribed under section 217 (2A) of the Companies Act, 1956, Companies (Particulars of Employees) Rules, 1975, as amended from time to time, statement under section 217(2A) is not annexed.

9. PARTICULARS OF ENERGY CONSUMPTION, FOREIGN EXCHANGE EARNINGS AND OUTGOING

Considering the present nature of activity, information as per Section 217 (1) (e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules 1988, is not applicable.

FOREIGN EXCHANGE EARNINGS AND OUTGOING

Exports during the year amounted to Rs. Nil (Previous year Nil). The outgo of Foreign Exchange amounted to Rs. Nil (Previous year Nil).

10. AUDITORS

M/s. Tembey & Mhatre, Chartered Accountants, present auditors of the Company, retires at the conclusion of the forthcoming Annual General Meeting and are eligible for re-appointment. Members are requested to consider their re-appointment and authorize the Board of Directors to fix their remuneration.

11. SECRETARIAL COMPLIANCE CERTIFICATE

Your Company has appointed CS Niraj Trivedi, Practicing Company Secretary to conduct Secretarial Audit of the Company in terms of section 383-A of the Companies Act 1956. The Compliance Certifcate for the financial year 2013-14 issued by him is attached hereto and forming part of Director''s Report.

12. CORPORATE GOVERNANCE

Your Company conforms to the norms of Corporate Governance as envisaged in the Companies Act, 1956 and in the Listing Agreement with the Stock Exchange. Necessary measures were taken during the year under report to implement the Code of Corporate Governance. A report of the Corporate Governance, along with the Certifcate of Compliance from the Auditors forms part of this report.

13. APPRECIATION

The Board of Directors records its grateful thanks to all the stakeholders of the Company for their continued support and co-operation.

On Behalf of the Board of Directors,

Place: Mumbai Amit R. Dalmia Date: 30th May, 2014 Chairman DIN 00210919

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Mar 31, 2013

Dear Members,

The Directors have pleasure in presenting the 27th Annual Report together with the Audited Accounts of the Company for the year ended March 31, 2013.

1. FINANCIAL RESULTS

2012-13 2011-12 (Rs. in Lacs) (Rs. in Lacs)

Profit before Financial Charges, Depreciation and Taxes 21.78 14.90

Less : Financial Charges 0.15 0.29

Depreciation 6.00 5.91

Current Tax 4.47 3.00

Deferred Tax (0.00) (2.53)

MAT Credit Entitlement 0.22 0.00

Net Profit after depreciation and tax 10.94 8.23

Add : Loss brought down from earlier year (81.90) (89.86)

Prior Period Adjustment for Taxes (0.00) (0.27)

Balance (Loss) carried to Balance Sheet (70.96) (81.90)

2. DIVIDEND

In view of the accumulated losses, your Directors are not in a position to recommend any dividend for the year and regret the same.

3. REVIEW OF OPERATION

During the year under review, your Company has earned a net profit of Rs. 10.94 lacs as against net profit of Rs. 8.23 lacs during the previous year.

4. JOINT VENTURE

During the year under review, M/s. Strata Geosystems (India) Private Limited the Joint Venture Company has continued to make good progress and has achieved a turnover of over Rs. 62 Crores inspite of slow down in infrastructure sector and it''s outlook is good.

5. DIRECTORS

Mr. Amit R Dalmia will retire by rotation at the ensuing Annual General Meeting and is eligible for re- appointment.

Mr. Deepak Advani resigned as Director of the Company w.e.f. 30th May, 2013. Your Directors place on record their appreciation of the valuable services rendered by Mr. Deepak Advani during his tenure as Director.

Mr. Durgaprasad S Sabnis was appointed as an additional Director of the Company with effect from 30th May, 2013 and shall hold office up-to the date of the ensuing Annual General Meeting.

You are therefore requested to give your consent for the re-appointment of Mr. Amit R. Dalmia and for the appointment of Mr. Durgaprasad S. Sabnis as Directors of the Company.

6. DIRECTORS'' RESPONSIBILITY STATEMENT

In terms of provisions of Section 217(2AA) of the Companies Act, 1956, your Directors state :

(i) that in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(ii) 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 a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the company for the year ended on that date;

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

(iv) that the Directors have prepared the annual accounts on a going concern basis.

7. INSURANCE

All the properties of the Company including building, furniture, vehicles wherever necessary, and to the extent required, have been adequately insured.

8. PARTICULARS OF EMPLOYEES

As there were no employees drawing remuneration more than the limit prescribed under section 217 (2A) of the Companies Act, 1956, Companies (Particulars of Employees) Rules, 1975, as amended from time to time, statement under section 217(2A) is not annexed.

9. PARTICULARS OF ENERGY CONSUMPTION, FOREIGN EXCHANGE EARNINGS AND OUTGOING

Considering the present nature of activity, information as per Section 217 (1) (e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules 1988, is not applicable.

FOREIGN EXCHANGE EARNINGS AND OUTGOING.

Export during the year amounted to Rs. Nil (Previous year Nil). The outgo of foreign exchange amounted to Rs. Nil (Previous year Nil).

10. AUDITORS

M/s. Tembey & Mhatre, Chartered Accountants, present auditors of the Company, retires at the conclusion of the forthcoming Annual General Meeting and are eligible for re-appointment. Members are requested to consider their re-appointment and authorize the Board of Directors to fix their remuneration.

11. SECRETARIAL COMPLIANCE CERTIFICATE

Your Company has appointed CS Niraj Trivedi, Practicing Company Secretary to conduct Secretarial Audit of the Company in terms of section 383-A of the Companies Act, 1956. The Compliance Certificate for the financial year 2012-13 issued by him is attached hereto, and forming part of Director''s Report.

12. CORPORATE GOVERNANCE

Your Company conforms to the norms of Corporate Governance as envisaged in the Companies Act, 1956 and in the Listing Agreement with the Stock Exchange. Necessary measures were taken during the year under report to implement the Code of Corporate Governance. A report of the Corporate Governance, along with the Certificate of Compliance from the Auditors forms part of this report.

13. APPRECIATION

The Board of Directors records its grateful thanks to all the stakeholders of the Company for their continued support and co-operation.

On Behalf of the Board of Directors,

Place : Mumbai Amit R. Dalmia

Date : 30th May, 2013 Chairman

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Mar 31, 2012

The Directors have pleasure in presenting the 26th Annual Report together with the Audited Accounts of the Company for the year ended March 31, 2012.

1. FINANCIAL RESULTS

2011-12 2010-11 (Rs. in Lacs) (Rs. in Lacs)

Profit before Financial Charges, Depreciation and Taxes 14.90 9.80

Less : Financial Charges 0.29 0.17

Depreciation 5.91 5.39

Current Tax 3.00 0.81

Deferred Tax (2.53) 2.53

MAT Credit Entitlement (0.00) (0.81)

Net Profit after depreciation and tax 8.23 1.71

Add : Loss brought down from earlier year (89.86) (91.57)

Prior Period Adjustment for Taxes (0.27) (0.00)

Balance (Loss) carried to Balance Sheet (81.90) (89.86)

2. DIVIDEND

In view of the accumulated losses, your Directors are not in a position to recommend any dividend for the year and regret the same.

3. REVIEW OF OPERATION

During the year under review, your Company has earned a net profit of Rs. 8.23 lacs for the year as against net profit of Rs. 1.71 lacs during the previous year.

The Management is exploring investment opportunities that may be deemed most beneficial to the interest of the Company.

4. JOINT VENTURE

During the year under review, M/s. Strata Geosystems (India) Private Limited the Joint Venture Company has continued to make good progress and has achieved a turnover of over Rs. 50 Crores and it's outlook is good.

5. DIRECTORS

Mr. Amit R. Dalmia will retire by rotation at the ensuing Annual General Meeting and is eligible for re- appointment.

Mr. Vivek M. Jalan had resigned as Director of the Company w.e.f. 22nd March, 2012. Your Directors place on record their appreciation of the valuable service rendered by Mr. Vivek M Jalan during his tenure as Director.

Mr. J. Ramakrishnan was appointed as an additional Director of the Company with effect from 22nd March, 2012 and shall hold office up-to the date of the ensuing Annual General Meeting.

6. DIRECTORS' RESPONSIBILITY STATEMENT

In terms of provisions of Section 217(2AA) of the Companies Act, 1956, your Directors state as under :

(i) that in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(ii) 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 a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the company for the year ended on that date;

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

(iv) that the Directors have prepared the annual accounts on a going concern basis.

7. INSURANCE

All the properties of the Company including building, furniture, vehicles wherever necessary, and to the extent required, have been adequately insured.

8. PARTICULARS OF EMPLOYEES

As there were no employees drawing remuneration more than the limit prescribed under section 217 (2A) of the Companies Act, 1956, and the Companies (Particulars of Employees) Rules, 1975, as amended from time to time, statement under section 217(2A) is not annexed.

9. PARTICULARS OF ENERGY CONSUMPTION, FOREIGN EXCHANGE EARNINGS AND OUTGOING

Information as per Section 217 (1) (e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules 1988, and forming part of the Directors' Report for the year ended March 31, 2012 is annexed hereto.

10. AUDITORS

M/s. Tembey & Mhatre, Chartered Accountants, present auditors of the Company, retires at the conclusion of the forthcoming Annual General Meeting and are eligible for re-appointment. Members are requested to consider their re-appointment and authorize the Board of Directors to fix their remuneration.

11. SECRETARIAL COMPLIANCE CERTIFICATE

Your Company appointed CS Niraj Trivedi, Practising Company Secretary to conduct Secretarial Audit of the Company in terms of section 383-A of the Companies Act 1956. The Compliance Certificate issued by him is attached hereto.

12. CORPORATE GOVERNANCE

Your Company conforms to the norms of Corporate Governance as envisaged in the Companies Act, 1956 and in the Listing Agreement with the Stock Exchanges. Necessary measures were taken during the year under report to implement the Code of Corporate Governance. A report of the Corporate Governance, along with the Certificate of Compliance from the Auditors forms part of this report.

13. APPRECIATION

The Board of Directors records its grateful thanks to all the stakeholders of the Company for their continued support and co-operation.

On Behalf of the Board of Directors

Place : Mumbai Amit R. Dalmia

Date : 30th May, 2012 Chairman

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Mar 31, 2011

Dear Members,

The Directors have pleasure in presenting the 25th Annual Report together with the Audited Accounts of the Company for the year ended March 31, 2011.

1. FINANCIAL RESULTS

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

Profit before Financial Charges, Depreciation and Taxes 9.82 110.91

Less : Financial Charges 0.19 0.11

Depreciation 5.39 4.28

Current Tax 0.81 18.80

Deferred Tax 2.53 0.00

MAT Credit Entitlement (0.81) (18.10)

Net Profit after depreciation and tax 1.71 105.82

Add : Loss brought down from earlier year (91.57) (195.48)

Prior Period Adjustment for Taxes (0.00) (1.91)

Balance (Loss) carried to Balance Sheet (89.86) (91.57)

2. DIVIDEND

In view of the accumulated losses, your Directors are not in a position to recommend any dividend for the year.

3. REVIEW OF OPERATION

During the year under review, your Company has earned a net profit of Rs. 1.71 lacs as against net profit of Rs. 103.91 lacs during the previous year.

The Management is exploring investment opportunities that may be deemed most beneficial to the interest of the Company.

4. JOINT VENTURE

During the year under review, M/s. Strata Geosystems (India) Private Limited the Joint Venture Company has continued to make good progress and it's outlook is good.

5. DIRECTORS

Mr. Deepak Advani will retire by rotation at the ensuing Annual General Meeting and is eligible for re- appointment.

6. DIRECTORS' RESPONSIBILITY STATEMENT

In terms of provisions of Section 217(2AA) of the Companies Act, 1956, your Directors state as under :

(i) that in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(ii) 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 a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the company for the year ended on that date;

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

(iv) that the Directors have prepared the annual accounts on a going concern basis.

7. INSURANCE

All the properties of the Company including building, furniture, vehicles wherever necessary, and to the extent required, have been adequately insured.

8. PARTICULARS OF EMPLOYEES

As there were no employees drawing remuneration more than the limit prescribed under section 217 (2A) of the Companies Act, 1956, and the Companies (Particulars of Employees) Rules, 1975, as amended from time to time, statement under section 217(2A) is not annexed.

9. PARTICULARS OF ENERGY CONSUMPTION, FOREIGN EXCHANGE EARNINGS AND OUTGOING

Information as per Section 217 (1) (e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules 1988, and forming part of the Directors' Report for the year ended March 31, 2011 is annexed hereto.

10. AUDITORS

M/s. J G Verma & Co, Chartered Accountants, Mumbai who would be retiring as Statutory Auditors of your Company at the ensuing Annual General Meeting, have expressed their unwillingness to be re-appointed due to their preoccupation. It is proposed to appoint M/s. Tembey & Mhatre, Chartered Accountants, Mumbai in place of the retiring Auditors. In terms of the provisions of section 225 of the Companies Act, 1956, the appointment of Auditors in place of the retiring Auditors of the Company requires the approval of the shareholders by way of an ordinary resolution.

Your Company has received the eligibility certificate under section 224(1B) of the Companies Act, 1956 from M/s. Tembey & Mhatre, Chartered Accountants, Mumbai.

Your attention is also invited to para 3 of the Auditors' Report. The Company has recognized Deferred Tax Asset in respect of brought forward business losses to the extent of Deferred Tax Liabilities, in line with past practice. The company is confident about having sufficient business income against the carry forward business losses which will be available for set-off for a period of another two years.

11. SECRETARIAL COMPLIANCE CERTIFICATE

Your Company appointed M/s. Jay D'Souza & Co., Practising Company Secretaries to conduct Secretarial Audit of the Company in terms of section 383-A of the Companies Act 1956. The Compliance Certificate issued by them is attached hereto.

12. CORPORATE GOVERNANCE

Your Company conforms to the norms of Corporate Governance as envisaged in the Companies Act, 1956 and in the Listing Agreement with the Stock Exchanges. Necessary measures were taken during the year under report to implement the Code of Corporate Governance. A report of the Corporate Governance, along with the Certificate of Compliance from the Auditors forms part of this report.

13. APPRECIATION

The Board of Directors records its grateful thanks to all the stakeholders of the Company for their continued support and co-operation.

On behalf of the Board of Directors

Amit R. Dalmia Chairman

Place : Mumbai Date : 1st July, 2011

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Mar 31, 2010

The Directors have pleasure in presenting the 24th Annual Report together with the Audited Accounts of the Company for the year ended March 31, 2010.

1. FINANCIAL RESULTS

2009-10 2008-09

(Rs. in Lacs) (Rs. in Lacs)

Profit before Financial Charges, Depreciation and Taxes 110.91 131.78

Less: Financial Charges 0.11 0.32

Depreciation 4.28 4.58

Current Tax 18.80 6.63

Fringe benefit Tax 0.00 0.02

MAT Credit Entitlement (18.10) (6.63)

Net Profit after depreciation and tax 105.82 126.86

Add: Loss brought down from earlier year (195.48) (322.34)

Prior Period Adjustment for Taxes (1-91) 0.00

Balance (Loss) carried to Balance Sheet (91.57) (195.48)

2. DIVIDEND

In view of the accumulated losses, your Directors are not in a position to recommend any dividend for the year.

3. REVIEW OF OPERATION

During the year under review, the Company has disposed off the land and building at Silvassa as approved by the shareholders of the Company under section 293(1 )(a) of the Companies Act, 1956 vide postal ballot notice dated 9th February, 2008. This action together with other activities have resulted in a net profit of Rs. 103.91 lacs for the year under review as against net-profit of Rs. 126.86 lacs during the previous year.

The Management is exploring investment opportunities that may be deemed most beneficial to the interest of the Company. The Company has acquired new premises at Mumbai during the year under report.

4. JOINT VENTURE

During the year under review, M/s. Strata Geosystems (India) Private Limited the Joint Venture Company has made reasonable progress and its outlook is good.

5. DIRECTORS

Mr. Vivek M. Jalan will retire by rotation at the ensuing Annual General Meeting and is eligible for re-appointment.

6. DIRECTORS RESPONSIBILITY STATEMENT

In terms of provisions of Section 217(2AA) of the Companies Act, 1956, your Directors state as under:

(i) that in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(ii) 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 a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the company for the year ended on that date;

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

(iv) that the Directors have prepared the annual accounts on a going concern basis.

7. INSURANCE

All the properties of the Company including building, plant, machinery wherever necessary, and to the extent required, have been adequately insured.

8. PARTICULARS OF EMPLOYEES

As there were no employees drawing remuneration more than the limit prescribed under section 217 (2A) of the Companies Act, 1956, and the Companies (Particulars of Employees) Rules, 1975, as amended from time to time, statement under section 217(2A) is not annexed.

9. PARTICULARS OF ENERGY CONSUMPTION, FOREIGN EXCHANGE EARNINGS AND OUTGOING

Information as per Section 217 (1) (e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules 1988, and forming part of the Directors Report for the year ended March 31, 2010 is annexed hereto.

10. AUDITORS

M/s. J. G. Verma & Co., Chartered Accountants, present statutory auditors of the Company, retire at the conclusion of the forthcoming Annual General Meeting and are eligible for re-appointment. Members are requested to consider their re-appointment and authorize the Audit Committee to fix their remuneration.

Your attention is also invited to the observation in Paragraph No 15 of the annexure to the Auditors Report. The same has been adequately dealt with in the last years Report.

11. SECRETARIAL COMPLIANCE CERTIFICATE

Your Company appointed M/s. Jay DSouza & Co., Practising Company Secretaries to conduct Secretarial Audit of the Company in terms of section 383-A of the Companies Act 1956. The Compliance Certificate issued by them is attached hereto.

12. CORPORATE GOVERNANCE

Your Company conforms to the norms of Corporate Governance as envisaged in the Companies Act, 1956 and in the Listing Agreement with the Stock Exchanges. Necessary measures were taken during the year under report to implement the Code of Corporate Governance. A report of the Corporate Governance, along with the Certificate of Compliance from the Auditors forms part of this report.

13. APPRECIATION

The Board of Directors records its grateful thanks to all the stakeholders of the Company for their continued support and co-operation.

On behalf of the Board of Directors,

Place : Mumbai Amit R. Dalmia

Date : 29th May, 2010 Chairman