To,
The Members,
OWAIS METAL AND MINERAL PROCESSING LIMITED
(earlier known as Owais Metal and Mineral Processing Private Limited and Owais Ali Overseas Private Limited)
Your Board of Directors (‘Board') are pleased to present the 2nd Annual Report of your Company, OWAIS METAL AND MINERAL PROCESSING LIMITED (earlier known as Owais Metal and Mineral Processing Private Limited and Owais Ali Overseas Private Limited), for the financial year ended March 31, 2024.
In line with the requirements of the Companies Act, 2013 and the rules framed thereunder and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, this report covers the financial results and other developments during April 01, 2023 to March 31, 2024 in respect of OWAIS METAL AND MINERAL PROCESSING LIMITED (earlier known as Owais Metal and Mineral Processing Private Limited and Owais Ali Overseas Private Limited).
The total revenue of your company from operations stood at Rs. 8,004.73 lakhs for the financial year ended March 31, 2024 as against NIL for the previous financial year. The Profit before tax from operations is Rs. 2,066.78 lakhs for the current year as against Rs. (211.12) Lakhs in previous financial year. After making provision for tax, the net profit of your company is Rs. 1,546.61 Lakhs as against Rs. (207.86) Lakhs in the previous financial year.
(Rs. in Lakhs)
OVERVIEW:
Our company has taken over the business of proprietorship concern via Business Takeover Agreement dated June 15, 2023. We at "Owais" are an efficient and effective manufacturer and processor of various metals and minerals. Uniquely diversified across the broad spectrum of natural resources with main interests in manufacturing and processing metal and minerals. The company is engaged in the manufacturing and processing of the following products.
1. Manganese Oxide (MNO)
2. MC Ferro Manganese
3. Manufacturing of Wood Charcoal
4. Processing of Minerals such as Ferro Alloy, Quartz and Manganese Ore.
Our products like Manganese Oxide is used in fertilizer industry and is also used by the Manganese Sulphate Plants. Manganese Ore is used in manufacturing of Ferro Manganese, Silico Manganese, Manganese Oxide, Batteries and other Ferro products also it can be directly sellable in the market. MC Ferro Manganese is used in steel and casting industries, as it assists in removing sulphur from steel and improve properties, like durability, machinability and malleability. It can deoxidize molten metal. Our Wood Charcoal is used in furnaces of industries which requires high heat for their manufacturing process such as Steel industry. Processed Quartz is being used hotel industry, Ferro Alloys industry, tiles & ceramic industry, glass industry and industry of interiors & furniture. As on date of filing Prospectus our major products are being supplied to the state of Madhya Pradesh, Maharashtra Punjab, Delhi and Gujrat.
OUR PERFORMANCE
The Total Income of the Company stood at Rs. 8,004.73 lakhs for the year ended March 31, 2024 as against NIL lakhs in the previous year. The Company made a Net Profit of Rs. 1,546.61 Lakhs for the year ended March 31, 2024 as compared to the Net Profit of Rs. (207.86) Lakhs in the previous year.
The company in spite of many challenges and competitive market conditions was able to achieve satisfactory Sales and Net Profit After Tax figures. The management is of the opinion that in the coming future as the overall situation seems to be to be improving and Directors are optimistic about Company's business and hopeful of better performance with increased revenue in next year.
There has been no change in the business of the Company during the financial year ended March 31, 2024.
However, Our Company has made one addition in the object clause of the Company which is similar to its current business.
During the financial year 2023-2024, our Company has sub-divided Equity Shares having face value of Rs. 100.00 to be sub-divided into Equity Shares of Rs. 10.00 each
Your Company during the financial year 2023-2024 has increased its Authorised Equity Share Capital from Rs. 15.00. 00.000.00 (Rupees Fifteen Crore Only) divided into 1,50,00,000 (One Crore Fifty Lakhs) Equity Shares of face value Rs. 10.00 (Rupees Ten Only) each to Rs. 23,00,00,000.00 (Rupees Twenty-Three Crore Only) divided into 2.30.00. 000 (Two Crore Thirty Lakhs) Equity Shares of face value Rs. 10.00 (Rupees Ten Only).
During the financial year 2023-2024, our company has made the following allotments:
Thereafter, the Issued, Subscribed and Paid up Capital has been increased to Rs. 18,18,23,980.00 (Rupees Eighteen Crores Eighteen Lakhs, Twenty-Three Thousand, Nine Hundred and Eighty only) divided into 1,81,82,398 (One Crore Eighty- One Lakhs Eighty-Two Thousand Three Hundred and Ninety-Eight) Equity Shares of face value of Rs. 10.00 each.
In terms of Section 92(3) of the Companies Act, 2013 and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company is available on the website of the Company www.ommpl.com
As on March 31, 2024, Reserves and Surplus of the Company were at Rs. 5,014.30 Lakhs (Rupees Five Crore Fourteen Lakh Thirty Thousand Only).
Your directors are also pleased to inform that a Final dividend of Rs. 2.00 (Rupees Two only) per equity share of Rs. 10.00 each is recommended for the financial year 2023-2024, subject to the approval of the shareholders at the Annual General Meeting.
The Board has approved and adopted the Dividend Distribution Policy and the same has been displayed on the Company's website: www.ommpl.com
There has been no change in the nature of the business of your Company during the financial year ended March 31, 2024.
The Initial Public Offer fund has been utilized for the purpose for which it is raised as mentioned in the Prospectus.
Your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014 in the year under review.
The changes in the Board of Directors and Key Managerial Personnel's of our Company in the financial year 2023 - 2024 are as follows:
None of the Directors of the Company is disqualified for being appointed / re-appointed as Directors of the company as per the provisions of Section 164 of the Companies Act, 2013.
The Board of Directors has carried out an annual evaluation of its own performance, board committees and individual directors pursuant to the provisions of the Companies Act, 2013.
The performance of the Board was evaluated by the board after seeking inputs from all the directors on the basis of the criteria such as the board composition and structure, effectiveness of board process, information and functioning etc.
The Board was of the view that the performance of the Board as a whole was adequate and fulfilled the parameters stipulated in the evaluation framework in its pro-growth activity. The Board also ensured that the Committee functioned adequately and independently in terms of the requirements of the Companies Act, 2013.
Pursuant to Section 134(3)(d) of the Act, your Company confirms having received necessary declarations from all the Independent Directors under section 149(7) of the Companies Act, 2013 declaring that they meet the criteria of independence laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
In terms of requirement of Schedule IV of the Companies Act, 2013, separate meeting of the Independent Directors was held on February 12, 2024 without the attendance of Non-Independent Director and Members of management. All the Independent Directors were present at the said meeting.
The particulars of loans, guarantees or investments made under Section 186 of the Companies Act, 2013 are furnished in the notes to the Financial Statements for the year ended March 31, 2024.
A Related Party Policy has been devised by the Board of Directors for determining the materiality of transaction with the related parties and dealing with them. The Audit Committee reviews all the related party transactions quarterly.
Further the members may note that the Company have entered into the following kinds of related party transactions:
- Contracts / Arrangements / Transactions which are at arm's length basis.
- Any Material Contracts / Arrangements / Transactions.
Please refer Form AOC-2 Annexed to the Director's Report for details of the transactions entered with Related Parties.
There are no significant events occurred during the financial year after the date of financial statements.
Your Company has an adequate Internal Control System, commensurate with the size, scale and complexity of its operations, which are well supplemented by surveillance of Internal Auditor. The scope of work includes review of process for safeguarding the assets of the Company, review of operational efficiency effectiveness of systems and processes, and assessing the internal control strengths in all areas. The details in respect of internal financial control and their adequacy are included in management discussion and analysis report forming part of this report.
In pursuance of the provision of Section 135 of the Companies Act, 2013, the Corporate Social Responsibility provisions are not applicable to our Company for financial year 2023-2024.
For the current year, 2024-2025, the company is now subject to the Corporate Social Responsibility provisions, as the profits for the financial year 2023-2024 have exceeded the prescribed limits. Consequently, the company is required to make the necessary expenditures during the current year, 2024-2025.
The Corporate Social Responsibility Committee has been formed in the financial year 2024 - 2025. The Corporate Social Responsibility Committee consists of three directors out of which One is Independent Directors at present. The committee consists of the following members:
The prescribed particulars of conservation of energy, technology absorption as stipulated under Section 134 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 are not applicable to your company as we are neither a manufacturing company nor the operation of your Company are energy intensive. However, the disclosure regarding the same are set-forth below:
a) Conservation of Energy: Adequate measure has been taken for conservation of energy and efficient use of resources. Company follows principles of "Green IT".
b) Technology Absorption: The Company is vigil on technology absorption as per the requirement of its business operations. However, during the year there was no acquisition of new technology.
During the year here were no earning and no expenditure in foreign currency.
Pursuant to the requirement under Section 134(5) of the Companies Act, 2013, with respect to Directors' Responsibility Statement, it is hereby confirmed:
a. That in the preparation of the annual accounts for the financial year ended March 31, 2024, the applicable accounting standards had been followed along with proper explanation relating to material departures;
b. That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 or loss of the Company for the year under review.
c. That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.
d. That the Directors have prepared the annual accounts on a going concern basis.
e. That the Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.
f. That the Directors had devised proper system to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively.
The Board of Directors has submitted notice of interest in Form MBP-1 under Section 184(1) as well as information by directors in Form DIR 8 under Section 164(2) and declarations as to compliance with the Companies Act, 2013.
During the financial year 2023-2024 under review the Company has received Form DIR-8 from all Directors as required under the provisions of Section 164(2) of the Companies Act, 2013 read with Companies (Appointment and Qualification of Directors) Rules, 2014 that none of the Directors of your Company is disqualified.
Our Company does not have any Subsidiary / Joint Venture / Associate Company.
As per regulation 15(2) of the SEBI (LODR) Regulations, the Compliance with the Corporate Governance provisions shall not apply in respect of the following class of Companies:
a. Listed entity having paid up equity share capital not exceeding Rs. 10.00 Crore and Net Worth not exceeding Rs. 25.00 Crore, as on the last day of the previous financial year;
b. Listed entity which has listed its specified securities on the SME Exchange.
Since, our Company falls within the ambit of aforesaid exemption (b); hence compliance with the provision of Corporate Governance shall not apply to the Company and it does not form part of the Annual Report for the financial year 2023 - 2024.
The Board meets at least once in a quarter, inter-alia, to review the quarterly performance and the financial results. The notice of each Board Meeting is given in writing to each Director. The Company circulates well in advance agenda of the Board Meeting along with detailed notes to the Directors.
COMPOSITION OF BOARD OF DIRECTORS OF THE COMPANY
* Mr. Saiyyed Owais Ali re-designated as Managing Director of the Company w.e.f. August 17, 2023.
**Mr. Saiyyed Murtuza Ali was appointed as Executive Director of the Company w.e.f. August 17, 2023.
*** Mr. Sayyad Akhtar Ali re-designated as Non-Executive Director of the Company w.e.f. July 24, 2023.
**** Mr. Vinod Bafna was appointed as Executive Director of the Company w.e.f. August 17, 2023.
***** Mr. Bharat Rathod was appointed as Non-Executive (Independent Director) of the Company w.e.f. August 17, 2023
****** Ms. Nishita Rajeshkumar Gandhi was appointed as Non-Executive (Independent Director) of the Company w.e.f. September 15, 2023
NUMBER OF BOARD MEETINGS
DURING THE FINANCIAL YEAR ENDED MARCH 31, 2024, SEVENTEEN (17) BOARD MEETINGS WERE HELD:
The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 i.e., not more than 120 days from the previous meeting.
SEPARATE MEETING OF INDEPENDENT DIRECTORS
As stipulated by the Code of Independent Directors under the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015, a separate meeting of the Independent Directors of the Company was held on February 12, 2024, to review the performance of Non-Independent Directors (including the Chairman) and the Board as whole. The Independent Directors also reviewed the quality, content and timeliness of the flow of information between the Management and the Board and its Committees which is necessary to effectively and reasonably perform and discharge their duties. Independent Directors have confirmed that they are not aware of any circumstance or situation which exists or may be reasonably anticipated that could impair or impact their ability to discharge their duties. Based on the declarations received from the Independent Directors, the Board is of the opinion that the Independent Directors fulfil the conditions specified under the Act and the Regulations and are independent of the management.
DIRECTORS' ATTENDANCE RECORD
The last Annual General Meeting was held on September 15, 2023. The attendance record of the Directors at the Board Meetings during the year ended on March 31, 2024, and at the last Annual General Meeting is as under:
• Mr. Saiyyed Owais Ali re-designated as Managing Director of the Company w.e.f August 17, 2023.
EVALUATION OF THE BOARD'S PERFORMANCE
Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulation 2015, the Board has carried out an annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration Committee.
The result of the evaluation done by Independent Directors was reported to the Chairman of the Board. It was reported that the performance evaluation of the Board & Committee's was satisfactory. The Chairman of the Board provided feedback to the Directors on an individual basis, as appropriate. The Directors expressed their satisfaction with the evaluation process.
PREVENTION OF INSIDER TRADING CODE
The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Company's shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code. All Board of Directors and the designated employees have confirmed compliance with the Code.
In accordance with requirement SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015, provisions on Corporate Governance the Board of Directors of the Company had constituted following Committees. The details of which are as under:
TERMS OF REFERENCE
The terms of reference of the Audit Committee are as per the guidelines set out in the Regulation 18 of the SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015 with the stock exchanges read with Section 177 of the Companies Act, 2013. These broadly include:
• Develop an annual plan for Committee,
• Review of financial reporting processes,
• Review of risk management, internal control and governance processes,
• Discussions on quarterly, half yearly and annual financial statements,
• Interaction with statutory, internal auditors,
• Recommendation for appointment, remuneration and terms of appointment of auditors and
• Risk management framework concerning the critical operations of the Company.
In addition to the above, the Audit Committee also reviews the following:
• Matter included in the Director's Responsibility Statement;
• Changes, if any, in the accounting policies;
• Major accounting estimates and significant adjustments in financial statement;
• Compliance with listing and other legal requirements concerning financial statements;
• Disclosures in financial statement including related party transactions;
• Qualification in draft audit report;
• Scrutiny of inter-corporate loans & investments;
• Management's Discussions and Analysis of Company's operations;
• Valuation of undertakings or assets of the Company, wherever it is necessary;
• Periodical Internal Audit Reports and the report of Fraud Risk Management Committee;
• Findings of any special investigations carried out either by the Internal Auditors or by the external investigating agencies;
• Letters of Statutory Auditors to management on internal control weakness, if any;
• Major non-routine transactions recorded in the financial statements involving exercise of judgment by the management;
• Recommend to the Board the appointment, re-appointment and, if required the replacement or removal of the statutory auditors and cost auditors considering their independence and effectiveness, and recommend the audit fees; and
• Subject to review by the Board of Directors, review on quarterly basis, Related Party Transactions entered into by the Company pursuant to each omnibus approval given.
Composition and Meetings of Audit Committee
The Audit Committee consists of three Directors out of which two Independent Directors. All members of the Audit Committee are financially literate, and they have accounting or related financial management expertise. The Audit Committee met 3 times during the financial year ended March 31, 2024. The attendance record of the members at the meeting was as follows:
* Ms. Nishita Rajeshkumar Gandhi was appointed as Non-Executive (Independent Director) of the Company w.e.f. September 15, 2023
** Mr. Bharat Rathod was appointed as Non-Executive (Independent Director) of the Company w.e.f. August 17, 2023 *** Mr. Vinod Bafna was appointed as Executive Director of the Company w.e.f. August 17, 2023.
The Board of Directors of the Company has constituted a Nomination & Remuneration Committee, as per the provisions of Section 178 of the Companies Act, 2013 and Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements), Regulation 2015, with the object of Remuneration & Nomination committee is to recommend / review the remuneration of Managing Directors / Whole-time Directors. The remuneration policy of the Company is directed towards rewarding performance and attracting new talents / retaining them. While deciding the remuneration, the Committee considers the financial position of the Company, trend in the Industry, Appointee's qualification, experience, past performance, past remuneration etc.
Terms of Reference
The Committee is empowered: -
• Formulation of the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board a policy, relating to the remuneration of the directors, key managerial personnel and other employees;
• Formulation of criteria for evaluation of Independent Directors and the Board;
• Devising a policy on Board diversity;
• Identifying persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, and recommend to the Board of Directors their appointment and removal and shall carry out evaluation of every director ‘s performance;
• Determining, reviewing and recommending to the Board, the remuneration of the Company's Managing / Joint Managing / Deputy Managing / Whole time / Executive Director(s), including all elements of remuneration package;
• To ensure that the relationship of remuneration to perform is clear and meets appropriate performance benchmarks;
• Formulating, implementing, supervising and administering the terms and conditions of the Employee Stock Option Scheme, Employee Stock Purchase Scheme, whether present or prospective, pursuant to the applicable statutory / regulatory guidelines;
• Carrying out any other functions as authorized by the Board from time to time or as enforced by statutory / regulatory authorities.
COMPOSITION AND MEETINGS OF THE NOMINATION & REMUNERATION COMMITTEE
The Nomination & Remuneration Committee consist of three Non-Executive Directors out of which not less than one- half i.e. two Directors are Independent Director. The Nomination & Remuneration Committee met time during the financial year ended March 31, 2024. The attendance record of the members at the meeting was as follows:
This Committee has been formed to carry out the function as contained in Schedule V of the Companies Act, 2013 and shall enjoy necessary powers and authority reviews commensurate with its functions.
Policy for selection and appointment of Directors and their Remuneration
The Nomination and Remuneration Committee has adopted a Charter which, inter alia, deals with the manner of selection of Board of Directors, CFO & Managing Director and their remuneration. This Policy is accordingly derived from the said Charter.
CRITERIA OF SELECTION OF NON-EXECUTIVE DIRECTORS
The Non-Executive Directors shall be of high integrity with relevant expertise and experience so as to have a diverse Board with Directors having expertise in the fields of manufacturing, marketing, finance, taxation, law, governance and general management.
In case of appointment of Independent Directors, the NRC Committee shall satisfy itself with regard to the independent nature of the Directors vis-a-vis the Company so as to enable the Board to discharge its function and duties effectively.
The NRC Committee shall ensure that the candidate identified for appointment as a Director is not disqualified for appointment under Section 164 of the Companies Act, 2013.
The NRC Committee shall consider the following attributes / criteria, whilst recommending to the Board the candidature for appointment as Director:
• Qualification, expertise and experience of the Directors in their respective fields;
• Personal, Professional or business standing;
• Diversity of the Board.
In case of re-appointment of Non-Executive Directors, the Board shall take into consideration the performance evaluation of the Director and his engagement level.
REMUNERATION POLICY
The Non-Executive Directors shall be entitled to receive remuneration by way of sitting fees, reimbursement of expenses for participation in the Board meetings or any other remuneration as may be approved by the Board and the members.
A Non-Executive Director shall be entitled to receive sitting fees for each meeting of the Board attended by him, of such sum as may be approved by the Board of Directors within the overall limits prescribed under the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014
CEO / MANAGING DIRECTOR / CFO - CRITERIA FOR SELECTION / APPOINTMENT
For the purpose of selection of the CEO / MD / CFO, the Nomination & Remuneration Committee shall identify persons of integrity who possess relevant expertise, experience and leadership qualities required for the position and shall take into consideration recommendation, if any, received from any member of the Board.
The Committee will also ensure that the incumbent fulfils such other criteria with regard to age and other qualifications as laid down under the Companies Act, 2013 or other applicable laws.
REMUNERATION FOR THE CEO / MANAGING DIRECTOR / CFO
At the time of appointment or re-appointment, the CEO / Managing Director / CFO shall be paid such remuneration as may be mutually agreed between the Company (which includes the NRC Committee and the Board of Directors) and the CEO / Managing Director / CFO limits as be approved by the Board and the Members and as prescribed under the Companies Act, 2013.
The remuneration shall be subject to the approval of the Members of the Company in General Meeting. The remuneration of the CEO / Managing Director / CFO comprises only of fixed component. The fixed component comprises salary, allowances, perquisites, amenities and retiral benefits.
REMUNERATION POLICY FOR THE SENIOR MANAGEMENT EMPLOYEES
In determining the remuneration of the Senior Management Employees (i.e., KMPs and Executive Committee Members) the NRC Committee shall ensure the relationship of remuneration and performance benchmark is clear.
The Managing Director will carry out the individual performance review based on the standard appraisal matrix and shall consider the appraisal score card and other factors mentioned herein-above, whilst recommending the annual increment and performance incentive to the NRC Committee for its review and approval.
The Committee is in charge of looking after grievances of Investors and Shareholders. The detail of the Committee is as follows:
The terms of reference of the Committee includes the following:
• To review all complaint recorded in Scores of SEBI and replies made to the same by Registrar & Transfer Agent / Company Secretary.
• To receive report on all complaints recorded in SCORES of the Registrar and Share Transfer Agent and note the corrective actions taken by the Registrars.
• To take action of all grievances and complaints lodged by the stock exchange, shareholders associations and other bodies.
• To review grievances of other stakeholders of the Company given in their individual capacity.
• Overview activities relating to share maintenance and related work.
COMPOSITION AND MEETINGS OF STAKEHOLDER'S RELATIONSHIP COMMITTEE
The Stakeholder's Relationship Committee consists of three Directors out of which one is Non-Executive Director and he is the Chairman of the Committee. The Stakeholder's Relationship Committee met 1 time during the financial year ended March 31, 2024. The attendance record of the members at the meeting was as follows:
The Corporate Social Responsibility Committee consists of three directors out of which One is Independent Directors at present. The Corporate Social Responsibility Committee has been formed in the financial year 2024-2025. The attendance record of the members at the meeting was as follows:
** Mr. Sayyad Akhtar Ali re-designated as Non-Executive Director of the Company w.e.f. July 24, 2023 *** Mr. Saiyyed Owais Ali re-designated as Managing Director of the Company w.e.f. August 17, 2023.
Annual and Extra Ordinary General Meetings:
The details of the last three Annual General Meetings of the Company are as under:
ANNUAL GENERAL MEETING:
EXTRA ORDINARY GENERAL MEETING FOR THE FINANCIAL YEAR 2023 - 2024:
There are no materially significant transactions with the related parties' viz. Promoters, Directors Management, or their relatives or Subsidiaries that had potential conflict with the Company's interest.
Suitable disclosure as required by the Accounting Standard (AS 18) has been made in the Annual Report.
There are no pecuniary relationships or transactions of Non-Executive Directors vis-a-vis the Company which has potential conflict with the interests of the Company at large.
No penalties have been imposed on the Company by Stock Exchange or SEBI relating to capital markets during the last three years.
The Company has in place a mechanism to inform the Board members about the Risk assessment and mitigation plans and periodical reviews to ensure that the critical risks are controlled by the executive management.
During the year ended March 31, 2024 the Company does have material listed / unlisted subsidiary companies as defined in SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015.
The Independent Directors have confirmed that they meet the criteria of ‘Independence' as stipulated SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015.
RESULTS
The Half Yearly Audited Results and the Annual Audited Financial Results of the Company are sent to the stock exchanges immediately after they are approved by the Board. Also, they are uploaded on the Company's website www.ommpl.com. The results are published in accordance with the guidelines of the Stock Exchange.
WEBSITE
The Company's website www.ommpl.com contains a separate dedicated section ‘Investor Relations' wherein shareholders' information including financial results is available. The Company's Annual Report is also available in a user friendly and downloadable form.
ANNUAL REPORT
The Annual Report containing, inter alia, Audited Financial Statements, Boards' Report, Auditors' Report and other important information is circulated to Members and others entitled thereto. The Management's Discussion and Analysis (MD&A) Report forms part of the Annual Report and is displayed on the Company's website www.ommpl.com
NATIONAL STOCK EXCHANGE OF INDIA LIMITED CORPORATE (NSE) COMPLIANCE & LISTING CENTRE (THE ‘LISTING CENTRE')
NSE's Listing Centre is a web-based application designed for corporate. All periodical compliance filings like shareholding pattern, among others are also filed electronically on the Listing Centre.
SEBI COMPLAINTS REDRESS SYSTEM (SCORES)
The investor complaints are processed in a centralized web-based complaints redress system. The salient features of this system are centralized database of all complaints, online upload of Action Taken Reports (ATRs) by the concerned companies and online viewing by investors of actions taken on the complaint and its current status. Your Company has been registered on SCORES and makes every effort to resolve all investor complaints received through SCORES or otherwise within the statutory time limit from the receipt of the complaint. The Company has not received any complaint on the SCORES during financial year 2022 - 2024
DESIGNATED EXCLUSIVE EMAIL
The Company has designated the Email info@ommpl.com exclusively for investor servicing.
GENERAL'S SHAREHOLDRS INFORMATION
Annual General Meeting:
Day & Date: Friday, September 27, 2024 Time: 4.00 P.M.
Venue: C/o Sayyad Akhtar Ali, Vahid Nagar, Old Baipass Road, Ratlam- 457001, Madhya Pradesh, India FINANCIAL CALENDAR 1st April to 31st March.
LISTING IN STOCK EXCHANGES AND STOCK CODES
The name of stock exchange at which the equity shares are listed, and its stock code is as under:
ISIN
The ISIN number for the Company equity shares is INE0R8M01017 CIN
The CIN for the Company is L14290MP2022PLC063833
OUTSTANDING GDR'S / ADR'S / WARRANT'S / CONVERTIBLE INSTRUMENTS AND THEIR IMPACT ON EQUITY
NIL
LISTING FEES
The Company has paid listing fees up to March 31, 2024 to Emerge Platform of National Stock Exchange of India Limited, where the Company's shares are listed.
SHARE TRANSFERS AGENT
Bigshare Services Private Limited S6-2, 6th Pinnacle Business Park,
Mahakali Caves Road, next to Ahura Centre,
Andheri East, Mumbai- 400093, Maharashtra, India
Phone: 022 6263 8200
Email: investor@bigshareonline.com
Website: www.bigshareonline.com
SHARE TRANSFER SYSTEM
None of the shares are held in physical form.
During the year ended March 31, 2024 the Company does not have any material listed / unlisted subsidiary companies as defined in SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015.
During the year under review, no companies have ceased to be joint venture or associate companies of the Company. Currently 100.00 % of the Company Share Capital is held in dematerialized form.
Our Company got listed on March 04, 2024, high and low of the equity shares of the Company, trading volume for the month of March are as follows:
In line with the provisions of the Section 177(9) of the Companies Act, 2013 and the Regulation 22 of the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015, your Company has adopted Whistle Blower Policy, as part of vigil mechanism to provide appropriate avenues to the Directors and employees to bring to the attention of the management any issue which is perceived to be in violation of or in conflict with the fundamental business principles of the Company.
This vigil mechanism provides for adequate safeguards against victimization of employees and directors who avail of the vigil mechanism and also provide for direct access to the chairperson of the Audit committee, in exceptional cases. The Company Secretary is the designated officer for effective implementation of the policy and dealing with the complaints registered under the policy.
In today's economic environment, Risk Management plays a very important part of business. The main aim of risk management is to identify, assess, prioritize, monitor and take precautionary measures in respect of the events that may pose risks to the business. The Company is not subject to any specific risk except risks associated with the general business of the Company as applicable to the industry as a whole.
At present the Company has not identified any element of risk which may threaten the existence of the Company.
There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company's operations in the future.
The Company's Auditors, M/s. J N S B & Co., Chartered Accountant, who were appointed with your approval at the 1st Annual General Meeting for a period of five years, will complete their present term on conclusion of the ensuing 6th Annual General Meeting of the Company.
The Auditors' Report issued by M/s. J N S B & Co., Chartered Accountant, on the Financial Statements for the year ended March 31, 2024. As per auditor's report, no fraud u/s 143(12) has been reported by the Auditor.
The observations of the Statutory Auditors, when read together with the relevant notes to accounts and other accounting policies are self-explanatory and do not call for any further comment.
In terms of Section 204 of the Companies Act, 2013 and Rules made there under, M/s. Heena Gulrajani & Associates, Practicing Company Secretary was appointed as Secretarial Auditor of the Company for the financial year 2023-2024. The Secretarial Audit report is annexed herewith as "ANNEXURE I". The Secretarial Audit Report does not contain any qualification, reservations or adverse remarks.
The Company has ensured compliance with the mandated Secretarial Standard I & II issued by the Institute of Company Secretaries of India with respect to board meetings and general meetings respectively and approved by the Central Government under section 118 (10) of the Companies Act, 2013.
As per directives of the Central Government and in pursuance to the provisions of Section 148 of the Companies Act, 2013 read with rules framed there under, the Company is not required to carry out an audit of cost accounts.
The Company is conscious of the importance of environmentally clean and sale operations. The Company's policy requires the conduct of all operations in such manner so as to ensure safety of all concerned, compliance of statutory and industrial requirements for environment protection and conservation of natural resources to the extent possible.
As required under the provisions of Companies Act, 2013 and Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, particulars of employees and related disclosures part of this Annual report as "ANNEXURE II".
The Management Discussion and Analysis Report of the Company is annexed to this Report.
The Company has adopted policy on prevention of Sexual Harassment of Women at workplace in accordance with the Sexual Harassment of Women at workplace.
Your Company is committed to provide and promote a safe, healthy and congenial atmosphere irrespective of gender, caste, creed or social class of the employees. During the year under review, there was no case filed pursuant to the sexual harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013.
Your Company did not have any funds lying unpaid or unclaimed for a period of seven years. Therefore, there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF).
There are no agreement impacting management or control of the Company or imposing any restriction or create any liability upon the Company.
Your Company always endeavours to keep the time of response to shareholders' request / grievance at the minimum. Priority is accorded to address all the issues raised by the shareholders and provide them a satisfactory reply at the earliest possible time. The Stakeholders' Relationship Committee of the Board meets periodically and reviews the status of the Shareholders' Grievances. The shares of the Company continue to be traded in electronic forum and dematerialization exists with both the depositories viz., National Securities Depository Limited and Central Depository Services (India) Limited.
Your Directors would like to express their sincere appreciation for the assistance and co-operation 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.