Omnipotent Industries Ltd Directors Report

(Amount in )

During the year under review, the net revenue of your Company is Rs. 7,19,50,534/-. The Loss for the year under review is Rs. 4,22,530/-.

The Board of Directors of your Company, after considering relevant circumstances and loss for the year under review, has decided that it would be prudent, not to recommend any Dividend for the year under review.

Due to losses in the FY 2022-23, no amount has been transferred to Reserves.

The Management Discussion and Analysis Report as required under Regulation 34(2)(e) read with Schedule V of the Securities and Exchange Board of India ("SEBI") (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") forms part of this Annual Report. Certain Statements in the said report may be forward-looking. Many factors may affect the actual results, which could be different from what the Directors envisage in terms of the future performance and outlook. The Management Discussion and Analysis Report is annexed as Annexure - A.

There have been no material changes and commitments affecting the Financial Position of the Company since the closure of the Financial Year i.e. since March 31, 2023 till the date of Boards Report.

Further, it is hereby confirmed that there has been no change in the nature of business of the Company.

A copy of the draft Annual Return as required under Section 92(3) and Section 134(3)(a) of the Act has been placed on the Companys website. The web-link as required under the Act is www.omnipotent.co.in.

The Board met for five (05) times during the Financial Year ended March 31, 2023. The intervening gap between the two Meetings was within the time limit prescribed under Section 173 of the Companies Act, 2013 (“the Act”) and the rules made there under.

Pursuant to the requirement of Section 134(3)(c) of the Act, the Board of Directors, to the best of its knowledge and ability confirms that:

i. in the preparation of the Annual accounts, the applicable Accounting Standards have been followed along with proper explanation relating to material departures, if any;

ii. they 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 and loss of the Company for that period;

iii. they have taken proper and sufficient care for 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. they have prepared the Annual accounts on a going concern basis; v. they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and vi. they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

10. Auditors

Statutory Auditors

M/s. A Yadav & Associates LLP., Chartered Accountants having Firm Registration No. 129725W/W100686 be and are re-appointed as the Statutory Auditors of the Company to hold office for a term of Three (3) years from the conclusion this Annual General Meeting till the conclusion of Annual General Meeting for the Financial Year 2024-25.

Secretarial Auditors

The Board of Directors has appointed M/s. Samdani Shah & Kabra, Practicing Company Secretaries, to conduct Secretarial Audit for the Financial Year 2021-22 and 2022-23.

The Secretarial Audit Report of M/s. Samdani Shah & Kabra, Practicing Company Secretaries for the Financial Year 2022-23, is annexed herewith as Annexure B.

The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

11. Explanation or Comments on Qualifications, Reservations or Adverse Remarks or Disclaimers made by the Auditors in their Report

The Independent Auditors have given the following remarks in their report dated May 15, 2023:

The GST department has carried out search and survey in the company on January 7th, 2022 on ground of wrongly claim of ITC of Rs. 9.31 Crs. and based on allegation promoter director was under judicial custody for 60 days, operational activities were substantial down and major staff has resigned due to that, major operational activities were down from January 2022 to March 2022. As informed to us that, company has resumed operational activities and GST department has given show cause notice to the company and legal process is ongoing as on date. So we are unable to quantify any contingent statutory liabilities of the company towards GST default with interest and penalties liabilities working is not possible and to that, extent profit and loss of the company will be affected. The company has resumed operational activities and due to that no dis qualification were given for going concern as required.

The Board of Directors made the following comments on the above remarks of the Auditors:

The Company has reasonably responded to all queries and questions raised by the GST Department time and now. Further, the Company has resumed operational activities after the end of the Financial Year and is also in process of hiring new qualified and capable staff members.

Except for the above mentioned points, there are no reservations, qualifications or adverse remarks in the Independent Auditors Report. The notes forming part of the accounts are self-explanatory and do not call for any further clarifications under Section 134(3)(f) of the Companies Act, 2013 (“the Act”).

12. Reporting of Fraud by Auditors

There are no offences involving fraud committed against the Company by officers or employees of the Company, pursuant to Section 143(12) of Companies Act, 2013 (‘the Act) reported by auditors to the Central Government.

13. Loans, Guarantees and Investments

The details regarding the Loans and guarantees are provided under the Notes to the Financial Statements. Further, the Company has not made any investments during the review period. The Company has complied with the provisions of Section 186 of the Act read with the Companies (Meetings of Board and its Powers) Rules, 2014.

14. Related Party Transactions

Related party transactions that were entered into during the financial year were on arms length basis and were in ordinary course of business. There are no materially significant related party transactions entered by the Company which may have potential conflict with the interest of the Company.

There are no material related party transactions which are not in ordinary course of business or which are not on arms length basis and hence there is no information to be provided as required under Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014.

15. Conservation of Energy, Technology Absorption and Foreign Exchange Outgo [Section 134(3)(M)]: A. Conservation of Energy

C. Foreign exchange earnings and Outgo (in )

16. Risk Management Policy

The provisions of Regulation 21 of the Listing Regulations pertaining to Risk Management Committee are not applicable to the Company, however, the Company has in place a mechanism to inform the Board about the risk assessment and minimization procedures to review key elements of risks viz. Regulatory and Legal, Competition and Financial etc. and measures taken to ensure that risk is controlled by means of a properly defined framework.

17. Directors

During the year under review Mr. Vikas Jain (DIN: 09215259) and Mrs. R Suby (DIN: 06976989) were appointed as Independent Directors of the Company w.e.f. August 03, 2022. Further Mr. Bipin Panchal (DIN: 09288846) and Mrs. Sampada Shah (DIN: 09288906) resigned from the post of Director w.e.f. August 04, 2022. In accordance with the provisions of Section 152 and other applicable provisions, if any of the Act and the Articles of Association of the Company, Mr. Prince Shah (DIN: 06680837) will retire by rotation at the ensuing Annual General Meeting (AGM) and being eligible offers himself for reappointment.

18. Key Managerial Personnel

Ms. Iram Shaikh was appointed as Company Secretary w.e.f. June 01, 2022 and resigned from the post of Company Secretary w.e.f. March 01, 2023.

19. Particulars of Employees and Related Disclosures

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed herewith as Annexure C.

A statement showing the names and particulars of the employees falling within the purview of Rule 5(2) of the aforesaid rules are provided in the Annual Report. The Annual Report is being sent to the members of the Company excluding the aforesaid information. The said information is available for inspection at the Registered Office of the Company during working hours and the same will be furnished on request in writing to the members.

20. Compliance with the Applicable Secretarial Standards

The Company has generally complied with all the Secretarial Standards as applicable to the Company.

21. Deposits

The Company has not accepted any deposits under Section 73 of the Companies Act, 2013 ("the Act") and rules made thereunder and no amount on account of repayment of deposits or interest thereon was due during the year under review.

22. Share Capital

The Authorized Share Capital (ASC) of the Company during the year under review was Equity Shares of Rs. 10/- each to Rs. 7,50,00,000/- (Rupees Seven Crore Fifty Lakh Only) divided into 75,00,000 (Seventy Five Lakh) Equity Shares of Rs. 10/- each and Paid up Share Capital (PSC) of the Company during the year under review was Equity Shares of Rs.10/- each to Rs. 6,05,00,000 /- (Rupees Six Crore Five Lakh Only) divided into 60,50,000 (Sixty Lakh Fifty Thousand Only) Equity Shares of Rs. 10/- each Share.

23. Listing of Securities

The Equity Shares of the Company were listed on BSE Limited (SME Platform) on November 29, 2021 with Security ID: 543400. The Company confirms that the Annual Listing Fees to the Stock Exchange for the Financial Year 2023-24 have been paid.

24. Maintenance of Cost Records

Maintenance of cost records as specified by the Central Government under sub-section (1) of Section 148 of the Companies Act, 2013, is not required to be maintained by the Company.

25. Internal Financial Controls and their adequacy

The Company has an adequate internal control system, commensurate with the size, scale and complexity of its operation.

26. Subsidiaries, Joint Ventures and Associate Companies

The Company does not have any Subsidiary or Associate Company and has not entered into any Joint Venture Agreement during the year under review.

27. Declaration of Independent Directors

The Company has received declarations / confirmations from all the Independent Directors of the Company as required under Section 149(7) of the Companies Act, 2013 read with Rule 6 of the Companies (Appointment and Qualifications of Directors) Rules, 2014 and Regulation 25(8) stating that they meet criteria of Independence as defined under Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations.

28. Performance Evaluation

Pursuant to the provisions of the Act, SEBI Listing Regulations, 2015 and Nomination and Remuneration Policy of the Company, the Nomination and Remuneration Committee (“NRC”) and the Board has carried out the annual performance evaluation of the Board, its Committees and individual Directors by way of individual and collective feedback from Directors. The Independent Directors have also carried out annual performance evaluation of the Chairperson, the non-independent directors and the Board as a whole. Structured questionnaires covering the evaluation criteria laid down by the NRC, prepared after taking into consideration inputs received from Directors, were used for carrying out the evaluation process.

The Directors expressed their satisfaction with the evaluation process.

29. Audit Committee

The Audit Committee consists of two Independent Directors and one Non-Executive Non-Independent Director as on March 31, 2023, with Mr. Vikas Jain as the Chairperson and Mrs. R Suby and Mr. Punit Popat as Members.

The Committee inter alia reviews the Internal Control System, Reports of Internal Auditors, Key Audit Matters presented by the Statutory Auditors and compliance of various regulations. The Committee also reviews the financial statements before they are placed before the Board.

30. Vigil Mechanism

Pursuant to the provisions of Section 177(9) & (10) of the Act a Vigil Mechanism for directors, employees and other stakeholders to report genuine concerns has been established. The same is uploaded on the website of the Company and the web-link as required under SEBI Listing Regulations, 2015 is as under: www.omnipotent.co.in.

31. Corporate Social Responsibility

The Company is not falling under the criteria mentioned in Section 135(1) of the Companies Act, 2013. Therefore, the Company is not required to develop or implement policy on any Corporate Social Responsibility initiatives.

32. Policy on Nomination and Remuneration

In compliance with the requirements of Section 178 of the Companies Act, 2013, the Company has laid down a Nomination and Remuneration Policy which has been uploaded on the Companys website. The web-link as required under the Companies Act, 2013 is: www.omnipotent.co.in.

The salient features of the Nomination and Remuneration Policy are as under:

33. Dividend Distribution Policy

The Company is not falling under the criteria mentioned in Regulation 43A of the Listing Regulations pertaining to Dividend Distribution Policy. Therefore, the Company is not required to formulate Dividend Distribution Policy.

34. Corporate Governance

Pursuant to Regulation 15(2) of the Listing Regulations, the compliance with the Corporate Governance provisions as specified in Regulations 17 to 27, 46(2)(b) to (i) and (t) and Para C, D and E of Schedule V of the Listing Regulations are not applicable to the Company as the Company has listed its securities on SME Exchange.

35. Disclosure as required under Section 22 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (“the Act”)

The Company has made a policy on Prevention of Sexual Harassment at workplace in line with the statutory requirements. An Internal Complaints Committee has been set up to redress complaints received regarding sexual harassment at workplace. All employees (permanent, contractual, temporary, trainees) are covered under this policy. During the year under review, no complaints were received by the Company related to sexual harassment.

36. Details of Application made or any Proceeding pending under the Insolvency and Bankruptcy Code, 2016

During the year under review, no application has been made under the Insolvency and Bankruptcy Code, 2016 by the Company.

37. Details of difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the Banks or Financial Institutions

During the year under review, no valuation has been done either at the time of one-time settlement, if any, with Banks / Financial Institutions or while taking loans from the Banks or Financial Institutions, if any. Accordingly, no details are required to be disclosed.

38. Significant and Material Orders Passed by the Court or Regulators or Tribunals Impacting the going Concern Status and Companys Operations in Future

There are no orders passed by the courts or regulators or tribunals impacting the going concern status and the Companys operations in future.

39. Other Disclosures

a. The Company does not have any scheme of provision of money for the purchase of its own shares by employees or by trustees for the benefit of employees.

b. In the opinion of the Board, the Independent Directors appointed/ re-appointed during the year are persons of integrity and possess expertise, experience and proficiency.

c. The Company does not have any scheme of provision of money for the purchase of its own shares by employees or by trustees for the benefit of employees.

d. The Company does not have any Holding / Subsidiary and hence the disclosure pursuant to Section 197(14) is not applicable to the Company.

40. Acknowledgement

Your Directors place on record their deep appreciation to employees at all levels for their hard work, dedication and commitment. The Board also places on record its appreciation for the continued cooperation and support received by your Company during the year from investors, bankers, financial institutions, customers, business partners, all regulatory and government authorities and other stakeholders.