To

Dear Shareholders,

On behalf of the Board of Directors, it is our pleasure to present the 48th Directors'
Report of Omansh Enterprises Limited ("the Company") for the year ended 31st
March, 2022.


1. Financial Performance


  

    

    

    
(Amount in Lac)
  
  

    
Particulars
    
Current year
    
Previous Year
  
  

    
Total Revenue
    
365.58
    
523.98
  
  

    
Less:- Total Expenses
    
393.32
    
526.11
  
  

    
Profit B efore Tax Less:- Tax Expenses
    
-27.73
    
-2.14
  
  

    
Current Tax
    
0
    
0
  
  

    
Deferred Tax
    
0
    
0
  
  

    
Profi t/(Loss) after Tax
    
-27.73
    
-2.14
  
  

    
Earnings per share (Rs.)
    

    

  
  

    
Basic
    
-0.16
    
-0.01
  
  

    
Diluted
    
-0.16
    
-0.01
  



2. Brief description of the Company's working during the year

During the year, your Company recorded 365.58 Lac revenue as compared to 523.98 Lac
revenue of previous year. During the Financial year, the incurred a loss of Rs. 27.73 Lac
as compared to a Net loss of Rs. 2.14 Lac in the previous year. Your Directors are
optimistic about company's business and hopeful of better performance in the coming years.


3. Change in the Nature of Business

During the year, there is no change in the nature of business activity of the company.


4. Dividend

Since the company incurred losses during the current year, the Board of Directors of
the Company does not propose any dividend for the financial year ended 31st
March, 2022.


5. Transfer To Reserves in Terms of Section 134 (3) (J) of The Companies Act, 2013

During the year, due to losses of Rs. 27.73 Lac, no amount was transferred to reserves
for the financial year ended March 31,2022.


6. Material changes and commitments, if any, affecting the financial position of the
company which have occurred between the end of the financial year of the company to which
the financial statements relate and the date of the report.

During the period between the end of the financial year of the company and the date of
the report, there is no material changes and commitments which affect the financial
position of the company.


7. Public Deposits

The Company has neither accepted nor renewed any deposits during the Financial Year
2021-22 in terms of Chapter V of the Companies Act, 2013.


8. Directors and Key Managerial Personnel

A) Changes in Directors and Key Managerial Personnel

Pursuant to Sections149, 152 and other applicable provisions, if any, of the Companies
Act, 2013, one-third of such of the Directors are liable to retire by rotation and shall
retire every year and, if eligible, offer themselves for reappointment at every AGM.
Consequently, Mr. Vipin Bharadwaj (DIN: 08770666), Director shall retire by rotation at
the ensuing AGM, and being eligible, offers himself for re-appointment in accordance with
the provisions of the Companies Act,2013.

Mr. Rakesh Kumar was appointed as Additional Director of the Company and thereafter,
the Managing Director of the Company w.e.f. 31st December 2021 on
recommendation received by the Board from the Nomination and Remuneration Committee.

Mr. Shivsumit Wadhwa, ceased from the post of Independent Director in the company w.e.f
8th October, 2021

B) Declaration of Independence By The Independent Directors

Pursuant to the provisions of Section149 of the Companies Act, 2013 and Regulation 17
of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as
amended from time to time, your Company had only one director appointed as independent
director i.e. Mr. Shivsumit Wadhwa (DIN: 08466433), who also resigned from board w.e.f. 8th
October 2021.

Your Company has received necessary declaration from Independent Director of the
Company under Section 149(6) of the Companies Act, 2013 read with Regulation 16 of SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015, confirming that they
meet with the criteria of independence as prescribed under the aforesaid Section and
Regulation in Annexure-I .

C) Formal Annual Evaluation

In compliance with the Companies Act, 2013 and the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, during the year, the Board adopted a formal
mechanism for evaluating its performance as well as that of its Committees and Individual
Directors including the Chairman of the Board. Structured questionnaires were used in the
overall Board evaluation comprising various aspects of Board function.

The evaluation of Independent Director was carried out by the entire Board and that of
the Chairman and Non - Independent Directors were carried out by the Independent
Directors.

The Directors were satisfied with the evaluation results, which reflected the overall
engagement of the Board and its Committees with the Company.


9. Attributes, Qualifications and Appointment of Directors

The Nomination and Remuneration Committee has adopted the attributes and qualifications
as provided in Section 149(6) of the Act and Rule 5 of the Companies (Appointment and
Qualification of Directors) Rules, 2014, in respect of Independent Directors. The
Committee has also adopted the same attributes and qualifications, to the extent
applicable, in respect of Non-

Independent Directors. All the Non-Executive Directors of the Company fulfill the fit
and proper criteria for appointment as Directors. Further, all Directors of the Company,
other than Independent Directors, are liable to retire by rotation. One-third of the
Directors who are liable to retire by rotation, retire every year and are eligible for
re-election.

The Board, on the recommendation of the Nomination and Remuneration Committee, approved
the Remuneration Policy for the Directors, Key Managerial Personnel and other employees of
the Company, a copy of which is enclosed as "Annexure - II" to this
Report.


10. Board Evaluation

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


11. Number Of Board Meetings

During the year under review, Six (6) meetings of the Board of Directors of the Company
were held. Dates 15th April, 2021, 28th June, 2021, 14th
August, 2021, 14th November, 2021, 31st December, 2021 and 14th
February, 2022.


12. Board Committees

The composition of the committees of the board has undergone a change during the
Financial Year. The composition of the three Board Committees at the end of the year is as
follows:-


  

    

    
Mr. Satvinder Singh, Chairman
  
  

    
Audit Committee
    
Mr. Rakesh Kumar, Member
  
  

    

    
Mr. Vipin Bharadwaj, Member
  
  

    

    
Mr. Satvinder Singh, Chairman
  
  

    
Nomination and Remuneration
    
Mr. Rakesh Kumar, Member
  
  

    
Committee
    
Mr. Vipin Bharadwaj, Member
  
  

    

    
Mr. Satvinder Singh, Chairman
  
  

    
Stakeholders Relationship Committee
    
Mr. Rakesh Kumar, Member
  
  

    

    
Mr. Vipin Bharadwaj, Member
  



13. Director's Responsibility Statement

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

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

ii. 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 that period;

iii. 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 your
Company and for preventing and detecting fraud and other irregularities;

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

v. Proper systems have been devised to ensure compliance with the provisions of all
applicable laws and such systems are adequate and operating effectively.

vi. having laid down the internal financial controls to be followed by the Company and
such internal financial controls are adequate and operating effectively.


14. Subsidiaries, Associates and Joint Ventures

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


15. Listing Information

The Equity Shares of the Company are presently listed only at BSE Ltd.


16. Dematerialization of Shares

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


17. Report On Corporate Governance

In terms of Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, the provision of Regulation 27 of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 are not applicable to the Company since the
paid up capital of the Company is below Rs. 10 Crore and also the net worth of the Company
is below Rs. 25 Crore. Thus, the Company is not required to attach the Corporate
Governance report with the Report of the Board of Directors.


18. Corporate Social Responsibility

During the financial year 2021-22, the provisions of Section 135(1) of the Companies
Act, 2013 are not applicable.


19. Particulars of Employees And Related Disclosures

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


20. Risk Management

The Board has approved the Risk Management Policy of the Company. The Company's risk
management framework is designed to address risks intrinsic to operations, financials and
compliances arising out of the overall strategy of the Company. The Company manages
monitors and reports on the principal risks and uncertainties that can impact its ability
to achieve its objectives. The responsibility for management of risks vests with the
Managers/ officers responsible for the day-to-day conduct of the affairs of the Company.
Risk focused audits are carried out periodically by the Internal Auditors, which lead to
identification of areas where risk management processes need to beniuop strengthened.
Annual update is provided to the Board on the effectiveness of the Company's risk
management systems and policies.


21. Internal Financial Controls & Internal Audit

The Company has adequate internal financial controls with respect to the financial
statements, commensurate with the size and scale of the operations of the Company. During
the year such controls were tested and no reportable material weakness in operation has
been observed. Internal audit of the Company has been carried out during the year. The
Audit Committee reviews the internal audit findings, provides guidance on internal
controls and ensures that the internal audit recommendations are implemented.


22. Particulars of Loans, Guarantees And Investments

Particulars of loans given investments made, guarantees given and securities provided
along with the purpose for which the loan or guarantee or security is proposed to be
utilized by the recipient are provided in the Financial Statements.


23. Related Party Transactions

Details of transactions with related parties during financial year 2021-22 are provided
in the notes to the financial statements. There were no transaction requiring disclosure
under section 134(3)(h) of the Act.

The Policy on materiality of related party transactions and dealing with related
dealing with related party transactions as approved by the Board is available on the
website of the Company at web link


24. Significant and Material Orders Passed By The Regulators / Courts /Tribunals

During the year under review, The Bombay Stock Exchange had levied outstanding SOP
fines of Rs. 60.64 Lacs for nonappointment under various regulations like Regulations-
6(1), 13(3), 29(2), 31, 33, 34 of SEBI vide circular no. SEBI/HO/CFD/CMD/CIR/P/2020/12
dated January 22, 2020. Apart from that no significant or material orders were passed by
the Regulators / Courts / Tribunals which would impact the going concern status of the
Company and its future operations.


25. Extract of Annual Return

The details of Annual return is available on the website of the company at the website
of the Company https://www.omanshenterprises.in


26. Auditors and Audit Report

M/s Sunil K Sharma, Chartered Accountant resigned from office of Statutory Auditor of
the company w.e.f. 7th February 2022. The Board Appointed M/s MKRJ & Co. as
Statutory Auditor of the Company at Board Meeting held on 10th February 2022 to
fill casual vacancy caused by the resignation of M/s Sunil K Sharma till the conclusion of
ensuing Annual General Meeting. Appointment of M/s MKRJ & Co., Chartered Accountants,
as Statutory Auditor of the Company from the conclusion of the 48th Annual
General Meeting till the conclusion of 52nd Annual General Meeting is proposed
to be made by the members of the Company in the 48th Annual General Meeting on
Wednesday, 28th September, 2022.

The Auditors' Report does not contain any qualification, reservation or adverse remark.


27. Conservation Of Energy, Technology Absorption, Foreign Exchange Earnings And Outgo

Conservation Of Energy:


  

    
(I) The steps taken or impact on conservation of energy
    
Every possible step is being taken to conserve the resources of energy by the company.
  
  

    
(ii) the steps taken by the company for utilizing alternate sources of energy
    
In the current fiscal year the company has not used any other alternate source of
    energy.
  
  

    
(iii) The capital investment on energy conservation equipment's
    
NIL
  


Technology Absorption:-


  

    
(i)
    
The efforts made towards technologyabsorption
    
The company is developing product for international quality. Also implementation of
    Total quality assurancesystem in the com pany.
  
  

    
(ii)
    
The benefits derived like product improvement, cost reduction, product developmentor
    import substitution
    
Due to implementation of quality assurance system, the quality and our products has
    improved.
  
  

    
(iii)
    
in case of imported technology (i mported during the last three years reckoned from
    the beginning of the financial year)-
    
NA
  
  

    

    
(a) the details of technology imported
    
NA
  
  

    

    
(b) the year of import;
    
NA
  
  

    

    
(c) whetherthe technologybeen fully absorbed
    
NA
  
  

    

    
(d) if not fully absorbed, areas whereabsorption has not taken place, and the reasons
    thereof
    
NA
  
  

    
(iv)
    
the expenditure incurred on Research and Development
    
NIL
  



Foreian Exchange Earnings And Outgo

There were no foreign exchange earnings or foreign exchange outflow during the year.


28. Secretarial Auditor & Secretarial Audit Report

In terms of Section 204 of the Companies Act, 2013, the Company has appointed M/s A. K.
Nandwani, Practicing Company Secretaries as the Secretarial Auditor of the Company for the
financial year 2021-22. The Secretarial Audit Report given by M/s A. K. Nandwani
Practicing Company Secretary is provided under "Annexure-III" to this
Report.

The comments made by the Secretarial Auditor are selfexplanatory and do not require and
further comments. The

Secretarial Audit Report does contain qualification, reservation and adverse remark and
the same has been mentioned in the report.


29. Establishment of Vigil Mechanism

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


30. Policy On Prevention, Prohibition And Redressal Of Sexual Harassment At Workplace

Your Company has zero tolerance policy in case of sexual harassment at workplace and is
committed to provide a healthy environment to each and every employee of the company. The
Company has in place "Policy for Prevention and Redressal of Sexual Harassment"
in line with the requirements of sexual harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 (hereinafter referred to as 'the said Act') and Rules
made there under. As per the provisions of Section 4 of the said Act, the Board of
Directors has constituted the Internal Complaints Committee (ICC) at the Registered
Office, Works to deal with the Complaints received by the company pertaining to gender
discrimination and sexual harassment at workplace.

Further, as per the provisions of Section 21& 22 of the aid Act, the Report in
details of the number of cases filed under Sexual Harrasement and their disposal for the
financial year under review, is as under:


  

    
Sr. No.
    
No. of cases pending as on the beginning of the financial year under
    review
    
No. of complaints filed during the financial year under review
    
No. of cases pending as on the end of the financial year underreview
  
  

    
1.
    
NIL
    
NIL
    
NIL
  



31. HUMAN RESOURCES

Your Company treats its "human resources" as one of its most important
assets. Your Company continuously invests in attraction, retention and development of
talent on an ongoing basis. A number of programs that provide focused people attention are
currently underway. Your Company thrust is on the promotion of talent internally through
job rotation and job enlargement.


32. COMPLIANCE WITH THE SECRETARIAL STANDARDS

The company has duly complied with the applicable Secretarial Standards during the
financial year 2021-22.


33. CORPORATE INSOLVENCY RESOLUTION PROCESS INITIATED UNDER THE INSOLVENCY AND
BANKRUPTCY CODE, 2016 (IBC)

Application for Insolvency resolution process has been filed by Raconteur Granite
Private Limited, A Financial Creditor under the IBC before the NCLT, New Delhi.


34. MANAGEMENT DISCUSSION AND ANALYSIS:

The Management's Discussion and Analysis Report for the year under review, as
stipulated under Regulation 34(2) (e) of the Listing Regulations is given as an
"ANNEXURE -IV' to this report.


35. ACKNOWLEDGEMENT

Your directors would like to express their sincere appreciation for the assistance and
corporation received from the financial institutions, banks, Government authorities,
customers, vendors and members during the year under review. Your directors also wish to
place on record their deep sense of appreciation for the committed services by the
Company's executives, staff and workers.


  

    

    
Sd/-
    
Sd/-
  
  

    

    
Satvinder Singh
    
Rakesh Kumar
  
  

    
Date: 24 August, 2022
    
Director
    
Managing Director & CFO
  
  

    
Place: New Delhi
    
DIN:08057553
    
DIN: 08913679