omni axs software limited- annual report 2016-17

OMNI AXS SOFTWARE LIMITED- ANNUAL REPORT 2016-17

TWENTY FIFTH ANNUAL REPORT

No.1 Wallers Lane, 1st Floor,

Room No.3, Mataji Complex

Near India Silk House

Anna Salai, Chennai 600 002

OMNI AXS SOFTWARE LIMITED- ANNAUL REPORT 2016-17

Board of Directors Subhas Banerjee Rajendra Jain Jaybalan Jayakumar Auditors Sibsankar & Associates., Chartered Accountants, Ak-177 , Salt Lake City, Kolkata- 700091 Email- sibsankar.chakraboni@srnai Lcom Mob: 9830156836 Registered Office No.l, Wallers Lane, l" Floor, Room No. 3, Mataji Complex, Near lndia Silk House, Mount Road, Chennai- 600002 E-mail : [email protected] Share Transfer Agents Cameo Corporate Services limited, l, Subramaniam Building, Club House Road, Off Mount Road, Chennai - 600 002 Ph.: (044) 284603900 Fax: (044)28640129

Contents

Notice 03

Director’s Report 07

Report on Corporate 17

Governance

MDA Report 22

Auditors’ Report 25

Balance Sheet 31

Cash Flow 37

Profit & Loss Account

Schedules

Cash Flow Statement

mailto:[email protected]

NOTICE Notice is hereby given that the Twenty-Fifth Annual General Meeting of the members of the company, will be held on Saturday, September 30. 2017 at 10.31 A.M at Asha Nivas, 9 Rutland Gate, 5th street, Nungambakkam, Chennai - 600 006 to transact the following business: ORDINARY BUSINESS 1. To receive, consider and adopt the Audited Balance sheet as at 31.03.2017, the profit & Loss account

for the period ended on 31.03.2017 and to consider the reports of the Directors and Auditors thereon.

2. To appoint Directors in place of Mr. Jayabalan Jayakumar who retires by rotation and being eligible offers himself for re –appointment

3. To appoint the Statutory Auditors of the company and to fix their remuneration. To consider and if thought fit to pass the following resolution, with or without modification(s) the following as an Ordinary Resolution: "Resolved That pursuant to the provision of Sections l39 and 142 of the companies Act 2013, and Rules made there under, and the recommendation of Audit committee M/s. A.John Moris & Co., Chartered Accountants, Chennai (FRN: 007220S) be and is hereby appointed as Auditors of the Company from the conclusion of this Annual General Meeting to the conclusion of 30

th Annual General Meeting, subject to

ratification by members and that the Board of Directors be and are hereby authorised to fix the remuneration (including term of payment), plus service tax and such other tax(es), as may be applicable & reimbursement of all out-of-pocket expenses in connection with the audit of the accounts of the company.”

By Order of the Board For OMNI AX’s Software Limited

Rajendra Jain Director

Place: Chennai Date: 01/09/2017

NOTES: 1. Explanatory statement pursuant to section 102(l) of the Companies Act, 2013 is attached herewith. 2 A member entitled to attend and vote at the annual general meeting is entitled to appoint proxy to attend and vote on a poll instead of himself/ herself and such proxy need not be a member of the company instrument of proxies in order to be effective must be deposited with the company at its Registered Office not less than 48 hours before the commencement of the meeting. 3. A person can act as a proxy on behalf of members not exceeding fifty and holding in the aggregate not more than ten percent of the total share capital of the company carrying voting rights. A member holding more than ten percent of the total share capital of the company carrying voting rights may appoint a single person as proxy and such person shall not act as a proxy for any other person or share holder.

4. Corporate Members intending to send their authorised representatives to attend are requested to send to the Company a certified copy of the Board resolution authorizing their representative to attend and vote on their behalf at the Meeting. 5 Reappointment of Directors: At the ensuing Annual General Meeting, Mr.Jayabalan Jayakumar, Director of the Company retires by rotation under the provision of the Companies Act, 2013 and being eligible, offer himself for reappointment. The details pertaining to Mr. Jayabalan Jayakumar pursuant to the requirements of Regulation 36(3) of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 are furnished below: Mr. Jayabalan Jayakumar Mr. Jayabalan Jayakumar is having more than 2 decades of experience in financial services filed. Mr. Jayabalan Jayakumar is not disqualified from being appointed as Director in terms of Section 164 of the Act. Details of other Directorship: He is Director in the following companies

Name of the Company Position held

Eduexel Infotainment Ltd. Director

Golden Ferro Alloys (India) Pvt. Ltd. Director

UNO Media Pvt. Ltd. Director

Metronet Multimedia Pvt. Ltd Director

Metro Films Pvt. Ltd. Director

Details of Committee Membership: Nil 6 Pursuant to the provision of section 9l of the Companies Act, 20I 3, the Register of Members and Share Transfer Books of the Company will remain closed from 24th Septernber, 2017 to 30th September 2017 (both days inclusive) in connection with the Annual General Meeting. 7. Members who have not registered their e-mail addresses so far are requested to register their e-mail address, in respect of electronic holdings with the Depository through their Depositary participants or send an e-mail to at Cameo Corporate Services Limited, Registrar and Share Transfer Agent, for receiving all communication including Annual Report, Notices, circulars, etc. from the company electronically. 8 The Notice of the 25

th AGM and instructions for e-voting along with Attendance slip and proxy Form is

being sent by electronic mode to all members whose e-mail addresses are registered with the Company/Depository participants. Members who have not registered their e-mail addresses, physical copies of the aforesaid documents are being sent by the permitted mode. 9 The Securities and Exchange Board of India (SEBI) has mandated the submission of permanent Account Number (PAN) by every participant in securities market. Members holding shares in electronic form are, therefore, requested to submit the PAN to their Depository Participants with whom they are maintaining their demat accounts. Members holding shares in physical form can submit their PAN details to the Registrars and Share Transfer Agents. 10. Voting through electronic means in cornpliance with the provisions of Sections 108 of the Companies Act, 20l3 and Rule 20 of the Companies (Management and Administration) Rules, 2014 the company is pleased to provide its members facility to exercise their right to vote at 24

th 'Annual General Meeting

(AGM) by electronic means and the business may be transacted through e-voting services provided by Central Depository Services Limited (CDSL).

A. The instructions for Shareholders voting electronically as under:

a. The voting period begins on 27th September, 2017 (9.00 am) and ends on 29

th September, 2017

(5.00 pm) during this period shareholders' of the Company, holding shares either in physical form or in dematerialized form as on the cut-off date 23

rd September, 20l7 record date may cast their

vote electronically. The evoting module shall be disabled by CDSL for voting thereafter.

b. The shareholders should log on to the' e-voting website www.evotingindia.com.

c. Click on Shareholders.

d. Now Enter your User ID - For CDSL: l6 digits beneficiary ID, - For NSDL: 8 Character DP ID followed by 8 Digits Client ID, - Members holding shares in Physical Form should enter Folio Number registered with the company.

e. Next enter the lmage Verification as displayed and Click on Login.

f. If you are holding shares in demat form and had logged on to www.evotingindia.com and voted

on an earlier voting of any company, then your existing password is to be used.

g. After entering these details appropriately, click on SUBMIT tab.

h. Members holding shares in physical form will then directly reach the Company selection screen. However, mernbers holding shares in demat form will now reach Password Creation menu wherein they are required to mandatorily enter their login password and the new password field. Kindly note that this password is to be also used by the demat holders for voting for resolutions of any other company on which they are eligible to vote, provided that company opts for e-voting through CDSL platform. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.

i. For Members holding shares in physical form, the details can be used only for e-voting on the

resolutions contained in this Notice.

j. click on the EVSN for relevant OMNl Ax's Software Limited in which you choose to vote. k. on the voting page, you will see "RESOLUTION DESCRIPION" and against the same the option

"YES/ NO" for voting. Select the option YES or NO as desired. The option YES implies that you assent to the Resolution and option NO implies that you dissent to the Resolution.

l. click on the "RESOLUTIONS FILE LINK" if you wish to view the entire Resolution details.

m. After selecting the resolution you have decided to vote on, click on "SUBMIT”. A confirmation box

will be displayed. If you wish to confirm your vote, click on "OK", else to change your vote, click on CANCEL and accordingly modify, your vote.

n. Once you "CONFIRM" your vote on the resolution, you will not be allowed to modify your vote.

o. You can also take out print of the voting done by you by clicking on ‘click here to print,' option on

the Voting page.

http://www.evotingindia.com/

p. lf Demat account holder has forgotten the same password then Enter the User ID and the image verification code and click on Forgot Password& enter the details as prompted by the system.

q. Note for Non - Individual Shareholders and Custodians.

- Non-Individual shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodian are required to log on to www.evotingindia.com and register themselves as corporate.

- A scanned copy of the Registration Form bearing the stamp and sign of the entity should be

emailed to [email protected].

- After receiving the login details a "compliance user" should be created using the admin login and password. The Compliance user would be able to link the account(s) for which they wish to vote on.

- The list of accounts should be mailed to [email protected] and on approval of the

accounts they would be able to cast their vote.

- A scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favour of the Custodian, if any, should be uploaded in PDF format in the system for the scrutinizer to verify the same.

r. In case you have any queries or issues regarding e-voting, you may refer the Frequently Asked

Questions ("FAQs") and e-voting manual available at wwrv.evotinqindia.com, under help section or write an email to [email protected].

- The voting rights of shareholders shall be in proportion to their shares of the paid up equity Share capital of the Company as on the cut-off date 23rd September, 2017.

- E-voting right cannot be exercised by a Proxy.

- The Company has appointed Ms. Sayali Karanjikar, Practicing Secretary M/s. Karanjikar & Co. (ACS No. 40996, CP.No. 17745) as the scrutinizer for conducting the e-voting process in the lair and transparent manner.

- The scrutinizer shall within a period not exceeding three working days from the conclusion of e-voting period unblock the votes in presence of at least two witnesses not in the employment of the company and make a Scrutinizer's report of the votes cast in favour or against and submit his final report to Chairman of the company within three working days after the conclusion of e-voting period.

- The results of Annual General Meeting shall be declared by the Chairman or his authorized representative or any one Director of the Company on or after annual general meeting within the prescribed time limits.

- The result declared along with the Scrutinizer's Report shall be placed on the website of CDSL within the prescribed time and will also be forwarded to all the Stock exchanges in India where the share of the Company are listed.

- The scrutinizer's decision on the validity of e-voting will be final.

http://www.evotingindia.com/

DIRECTORS' REPORT

To the Members

Your Directors have pleasure in presenting the Twenty-Fifth Annual Report together with the Audited Accounts of your company for the Financial Year ended on 31st March 2017. OPERATIONS

The financial results of the Company during the year under review as compared to the previous year are summarized as under:

PARTICULARS As on 31.03.2017 As on 31.03.2016

Sales & Other Income - 4500

Profit / (Loss) before Depreciation and Tax (1014681) (392909)

Less: Depreciation - 68428

Profit / ( Loss) before Tax (1014681) (461337)

Provision for Deferred Tax Asset - (12421)

Profit / (Loss) after Tax (1014681) (448916)

Number of Shares 17218759 17218759

EPS Basic & Diluted (.059) (0.027)

DIVIDEND

Your directors do not recommend any dividend as there was a loss during the year under review. PUBLIC DEPOSITS AND LOANS/ ADVANCES

The company has not accepted any public deposits during the financial year. DIRECTORS & KEY MANAGERIAL PERSONNEL

Mr. S.N. Madhavan (FCS 3846) was appointed as Company Secretary of the company with effect from 12.05.2017. RETIREMENT OF DIRECTORS BY ROTATION

At the ensuing Annual General Meeting Mr. Jayakumar Jayabalan retires by rotation and being eligible offers himself for re-appointment. The Board recommends his re-appointment. DECLARATION FROM INDEPENDENT DIRECTORS

The Company has received necessary declaration from each Independent Directors of the Company under Section 149(7) of the Companies Act, 2013 that the Independent Directors of the Company meet with the criteria of their independence laid down in Section 149(6). SUBSIDIARY COMPANIES

The Company has no subsidiary Companies as of March 31, 2017. VIGIL MECHANISM

The Company has established a vigil mechanism called Whistle-blower policy for its directors and employees to report genuine concerns pursuant to the provisions of Section 177(9)& (100 of the Companies Act, 2013 and as per Regulation 22 of SEBI (LODR), Regulations, 2015. The details of the Whistle blower is explained in the Corporate Governance Report and also posted in the website of the Company.

DIRECTORS RESPONSIBILITY STATEMENT

As required under Section 34(5) of the Companies Act, 2013, your Directors confirm : i. that in preparation of accounts applicable accounting standards have been followed: ii. that directors have selected such accounting policies and applied them constantly and made judgments and estimates that are reasonable and prudent to give a true and fair view of state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for that period. iii. that Directors have taken proper and sufficient care for maintenance of adequate accounting records in accordance with the provisions of the Companies Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; and iv. that the Directors have prepared Annual Accounts on a Going Concern basis.

v. 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.

vi. the Directors had devised proper systems to ensure compliance with the provision of all applicable laws and that such systems were adequate and operating effectively. PARTICULARS OF LOANS & INVESTMENTS BY COMPANY

During the year your company had not given any Loans, provide any Guarantee covered under the provisions of Section 186 of the Companies Act, 2013. EXTRACT OF ANNUAL RETURN

As required pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014 an extract of annual return in form MGT 9 is annexed herewith. AUDITORS

Due to untimely demise of Mr. SibSankar Chakraborti, Proprietor, SibSankar & Associates, Chartered Accountants, the Board of Directors appointed M/s. A. John Moris & Co., Chartered Accountants, Chennai (FRN 007220S) as the Auditors of the Company in their place. M/s. SibSankar & Associates, Chartered Accountants were appointed for a period of 2 years in the AGM held on 30

th September, 2015 and their appointment is valid upto the conclusion of the

ensuing Annual general Meeting. The Board further proposed to appoint M/s. A. John Moris & Co., Chartered Accountants, Chennai for a period of 5 years from the conclusion of ensuing Annual General Meeting to the conclusion of 30

th Annual General Meeting.

AUDITORS OBSERVATION IN THE AUDIT REPORT

There is Nil observation from the Auditors SECRETARIAL AUDIT

Secretarial audit report in Form MR3 as given by Mr. S. Ganesan, Practicing Company Secretary is annexed to this Report. INFORMATION AS PER SECTION 134(3) OF THE COMPANIES ACT, 2013

The information regarding conservation of energy and technology absorption are not applicable to your company. There were no foreign exchange earnings and outgo during the financial year. SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS

There are no significant and material order passed by the regulators or Courts or Tribunals impacting the going concern status and the company’s operations in future.

DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS

The Company has an Internal Control System commensurate with the size, scale and complexity of its operations. RISK MANAGEMENT POLICY

The Company has put in place Risk Management Policy compatible with the type and size of operations and risk perception. The said policy is drawn up based on the guidelines of SEBI and stock exchanges issued in this regard. CORPORATE SOCIAL RESPONSIBILITY

The Company does not fall into the criteria stipulated for the applicability of Section 135 of the Companies Act, 2013 and hence the provisions of the section is not applicable. RELATED PARTY TRANSACTIONS

During the year under review, there was no transaction with related party that needs to be reported. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

As there are no women employee the need for setting up of Internal Complaints Committee does not arise. MANAGEMENT DISCUSSION AND ANALYSIS

A separate section on Management Discussion and Analysis Report forming part of the Annual report is attached. FORMAL ANNUAL EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and SEBI(LODR) Regulations, 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 and Stakeholders Relationship Committee. The performance evaluation of the independent directors was carried out by the entire Board. The Directors expressed their satisfaction with the evaluation process and the performance of the Board. LISTING

The shares of the company are listed with Bombay Stock Exchange. CORPORATE GOVERNANCE

The report on Corporate Governance as SEBI (LODR), Regulations, 2015 along with the Auditors' Certificate for its due compliance forms part of the Annual Report. Your company has taken adequate steps for compliance with the Corporate Governance guidelines, as amended from time to time. PARTICULARS OF EMPLOYEES

None of the employees of the Company received remuneration in excess of the limits prescribed Under Rule 5(2) of The Companies (Appointment and Remuneration of Managerial Personnel Rules of the Companies Act, 2013.

ACKNOWLEDGMENT

Your directors would like to place on record their sincere gratitude to the shareholders, bankers, business associates, clients for their continued patronage and co-operation. The directors are also happy to place on record their appreciation for the whole hearted commitment and contribution made by all the employees and look forward to their continued support.

For and on behalf of the Board of Directors

Place: Chennai (Rajendra Jain) (Subash Banerjee) Date: 01.09.2017 Director Director

DIN: 03456352 DIN:05163789

Form No.MGT-9

EXTRACT OF ANNUAL RETURN AS ON THE FINANCIAL YEAR ENDED ON 31.03.2017

[Pursuant to section 92(3) of the Companies Act, 2013 and rule12(1)of the

Companies (Management and Administration) Rules, 2014]

I. REGISTRATION AND OTHER DETAILS:

CIN L30006TN1992PLC022439

Registration Date 02/04/1992

Name of the Company OMNI AXS SOFTWARE LIMITED

Category/Sub-Category of the Company PUBLIC LIMITED COMPANY

Address of the Registered office and contact details No.1, Wallers Lane, 1st Floor,

R.No. 3, Mataji Complex, Mount Road, Chennai 600 002.

Whether listed company Yes. Listed with Bombay Stock Exchange

Name, Address and Contact details of Registrar and Transfer Agent, if any

Cameo Corporate Services Ltd., Subramanian Building, No. 1, Club House Road, Chennai 600 002 Ph: 044 28460390 Email:[email protected]

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY (NA)

All the business activities contributing 10% or more of the total turnover of the company shall be stated:-

Sr.No. Name and Description of main products/ services

NPCS Code of the Product/ service

% to total turnover of the company

NA NA NA

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES - NIL

IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)

i. Category-wise Share Holding

Category of Shareholders

No. of Shares held at the beginning of the year No.of Shares held at the end of the year % Change during The year

Demat Physical Total % of Total Shares

Demat Physical Total % of Total Shares

Promoter

Indian

Individual/ HUF -- -- -- -- -- -- -- -- --

Central Govt -- -- -- -- -- -- -- -- --

State Govt(s) -- -- -- -- -- -- -- -- --

Bodies Corp -- 806300 806300 4.68 -- 806300 806300 4.68 --

Banks / FI -- -- -- -- -- -- -- -- --

Any Other -- -- -- -- -- -- -- -- --

Sub-total(A)(1):-

-- 806300

806300

4.68

-- 806300

806300

4.68

--

Foreign -- -- -- -- -- -- -- -- --

NRIs-Individuals -- -- -- -- -- -- -- -- --

Other-Individuals -- -- -- -- -- -- -- -- --

Bodies Corp. -- -- -- -- -- -- -- -- --

Banks / FI -- -- -- -- -- -- -- -- --

Any Other…. -- -- -- -- -- -- -- -- --

Sub-total(A)(2):-

-- 806300

806300

4.68

-- 806300

806300

4.68

--

Public Shareholding

Institutions -- -- -- -- -- -- -- -- --

Mutual Funds -- -- -- -- -- -- -- -- --

Banks / FI -- -- -- -- -- -- -- -- --

Central Govt -- -- -- -- -- -- -- -- --

State Govt(s) -- -- -- -- -- -- -- -- --

Venture Capital Funds

-- -- -- -- -- -- -- -- --

Insurance Companies

-- -- -- -- -- -- -- -- --

FIIs -- -- -- -- -- -- -- -- --

Foreign Venture Capital Funds

-- -- -- -- -- -- -- -- --

Others-Foreign Body Corporate

-- -- -- -- -- -- -- -- --

Sub-total(B)(1) -- --

2. Non Institutions -- -- -- -- -- -- -- -- --

Bodies Corp.

(i) Indian (ii) Overseas

2590568

4486600

7077168

41.10

2502110

4486600

6988710

40.59

(0.51)

Individuals (i) Individual shareholders holding nominal share capital upto Rs. 2 lakh (ii) Individual shareholders holding nominal share capital in excess of Rs 2 lakh

3926583 2567379

389269 2452060

4315852 5019439

25.06 29.15

4029438 2545607

388169 2452060

4417607 4997667

25.66 29.02

0.60 (0.13)

NRI’s -- 8475 - 8475 .05 0.05

Others(Specify)

Sub-total(B)(2) 9084530

7327929

16412459

95.32

-9085630

7326829

16412459

95.32

--

Total Public Shareholding 908(B)=(B)(1)+ (B)(2)

9084530

7327929

16412459

95.32

9085630

7326829

16412459

95.32

--

C. Shares held by Custodian for GDRs & ADRs

-- -- -- -- -- -- -- -- --

Grand Total (A+B+C)

9084530 8134229 17218759 100 9085630 8133129 17218759 100 --

ii.Shareholding of Promoters—

Sr. No

Shareholder’s Name Shareholding at the beginning of the year

Shareholding at the end of the year

No. of Shares

% of total Shares of the company

%of Shares Pledged / encumbe red to total shares

No. of Shares

% of total Shares of the company

%of Shares Pledged / encumbe red to total shares

% change in share holding during the year

1 Indo Factors Ltd. 806300 4.68 -- 806300 4.68 -- Nil

iii.Change in Promoters’ Shareholding (please specify, if there is no change)

Sr. no

Shareholding at the beginning of the year

Cumulative Shareholding during the year

No. of shares % of total shares of the company

No. of shares % of total shares of the company

At the beginning of the year No Change No Change No Change No Change

Date wise Increase / Decrease in Promoters Share holding during the year specifying the reasons for increase/ decrease (e.g. allotment / transfer / bonus/ sweat equity etc):

No Change No Change No Change No Change

At the End of the year No Change No Change No Change No Change

iv) Share holding Pattern of Top Ten Shareholders (other than Directors, Promoters and Holders of GDRs

and ADRs)

Shareholder’s Name Shareholding at the beginning of

the year

Shareholding at the end of the

year

No. of Shares % of total

Shares of the

Company

No. of Shares % of total

Shares of the

Company

Telesys Software Ltd. 1935000 11.24 1935000 11.24

Dynamic Securities Ltd 1903400 11.05 1903400 11.05

Shri Parasram Holdings Pvt. Ltd. 1175000 6.82 1175000 6.82

Mafatlal 988000 5.74 988000 5.74

Mahadev S Yallatti 764307 4.44 764307 4.44

Twin Cities Infotech Ltd 648000 3.76 648000 3.76

Bharat 520500 3.02 520500 3.02

Taxus Enterprises Pvt. Ltd 475000 2.76 475000 2.76

E Tricks Enterprises Pvt. Ltd 407865 2.37 407865 2.37

Manoj 321060 1.86 321060 1.86

v. SHAREHLDING OF DIRECTORS AND KEY MANAGERIAL PERSONNEL: Nil

V. INDEBTEDNESS Indebtedness of the Company including interest outstanding/accrued but not due for payment NIL

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. Remuneration to Managing Director, Whole-time Directors and/or Manager -NIL

B. Remuneration to other directors: NA

C. Remuneration to Key Managerial Personnel Other Than MD/Manager/WTD- NIL

VII.PENALTIES/PUNISHMENT/COMPOUNDING OF OFFENCES: NIL


Place: Chennai (Rajendra Jain) (Subash Banerjee) Date: 01.09.2017 Director Director DIN: 03456352 DIN:05163789

Form No. MR-3

SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED 31st MARCH, 2017

[Pursuant to section 204(1) of the Companies Act, 2013 and rule No.9 of the Companies (Appointment and Remuneration Personnel) Rules, 2014]

To, The Members, OMNI AXS SOFTWARE LIMITED (CIN NO L30006TN1992PLC022439)

I have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by OMNI AXS SOFTWARE LIMITED(CIN NO L30006TN1992PLC022439), (hereinafter called the company).

Secretarial Audit was conducted in a manner that provided me a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing my opinion thereon.

Based on my verification of the OMNI AXS SOFTWARE LIMITED’S books, papers, minute books, forms and returns filed and other records maintained by the company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, I hereby report that in my opinion, the company has, during the audit period covering the financial year ended on 31

st March, 2017

complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter: I have examined the books, papers, minute books, forms and returns filed and other records maintained by OMNI AXS SOFTWARE LIMITED for the financial year ended on 31

st March, 2017 according to the provisions

of:

(i) The Companies Act, 2013 (the Act) and the rules made there under;

(ii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the rules made there under;

(iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed there under;

(iv) Foreign Exchange Management Act, 1999 and the rules and regulations made there under to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings;

(v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI Act’):

(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;

(b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992;

(c) The Securities and Exchange Board of India (LODR), Regulations, 2015; (d) The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee

Stock Purchase Scheme) Guidelines, 1999; (e) The Securities and Exchange Board of India (LODR), Regulations, 2015; (f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer

Agents) Regulations, 1993 regarding the Companies Act and dealing with client; (g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009;

and (h) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998;

I AM INFORMED BY THE MANAGEMENT THAT THERE ARE NO SPECIFIC OTHER LAWS APPLICABLE TO THE COMCPANY.

I have also examined compliance with the applicable clauses of the following:

(i) Secretarial Standards issued by The Institute of Company Secretaries of India. (ii) The Listing Agreements entered into by the Company with Bombay Stock Exchange Ltd.

During the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above subject to the following observations:

1. The company has not filed Annual returns and Financial statements with Registrar of Companies from the Financial year 2013-2014 till date.

2. 77,44,760 equity shares , issued and allotted on 31st December,2002,on preferential basis, is yet to be

listed with Bombay Stock Exchange Limited. 3. Women Director to the board is yet to be appointed. 4. There was no vigil mechanism established and there was no nomination and remuneration committee. 5. The company did not appoint a Company Secretary . I am informed that as on the date of this report, a

company Secretary has been appointed. 6. There was no evaluation of performance of directors.

I further report that

The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors.. There were no changes in the composition of the Board of Directors during the period under review.

Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

Majority decision is carried through while the dissenting members’ views are captured and recorded as part of the minutes.

I further report that there are adequate systems and processes in the company commensurate with the size and operations of the company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

Place:Chennai Sd/-

S. GANESAN Date : 30.5.2017 FCS No.4779 C P No.:.8336

ANNEXURE – A

To, The Members, OMNI AXS SOFTWARE LIMITED (CIN NO L30006TN1992PLC022439)

Our report of even date is to be read along with this letter. 1. Maintenance of Secretarial records is the responsibility of the Management of the Company. Our responsibility is to

express an opinion on these Secretarial records based on our audit. 2. We have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the

correctness of the contents of the Secretarial records. The verifications were done on test basis to ensure that correct facts are reflected in secretarial records. We believe that the processes and practices, we followed provide a reasonable basis for our opinion.

3. We have not verified the correctness and appropriateness of financial records and Books of Accounts of the

company. 4. Wherever required, we have obtained the Management representation about the compliance of Laws, Rules and

Regulations and happening of events etc. 5. The compliance of the Provisions of Corporate and other applicable Laws, Rules, Regulations, standards is the

responsibility of the Management. Our examination was limited to the verification of procedures on test basis. 6. The Secretarial Audit Report is neither an assurance as to the future viability of the Company or of the efficiency

or effectiveness with which the Management has conducted the affairs of the Company. Sd/-

S.GANESAN Place: Chennai Date: 30.5.2017 Company Secretary in Practice FCS 4779 CP 8336

REPORT ON CORPORATE GOVERNANCE

1. COMPANY'S PHILOSOPHY

Corporate governance is the application of best management practices, compliance of laws and adherence to ethical standards, transparency to achieve Company's objectives. The company is committed to the principles of good corporate governance. 2. BOARD OF DIRECTORS

The composition of the Board having executive director and independent directors is in conformity with the SEBI (Listing Obligations & Disclosure Requirements), Regulations, 2015. The Board consists of 3 Directors as on 31

st

March 2017. a. The names of the Directors and the details of other chairmanship/directorship/ committee membership of

each Director as on 31st March 2017 is given below:

Name of the Director

Category Number of Directorships in other

Public companies

Number of Committee Memberships in other Public Companies

Chairman

Member

Chairman Member

Mr. Rajendra Jain

Director - 1 - 1

Mr. Jayabalan Jayakumar

Director - 1 - Nil

Subhas Banerjee Director - 9 - Nil

b. Board Meetings and Attendance of Directors

The Board met 4 times during the financial year 2016-17. The Board of Directors of the Company had met not exceeding with a minimum time gap of 180 days.

S.No. Date Board Strength No. of Directors Present

1 30/05/2016 3 3

2 13/08/2016 3 3

3 12/11/2016 3 3

4 13/02/2017 3 3

c. Disclosure of relationship between directors inter-se:

There is no inter-se relationship within the Directors of the Company

3. BOARD COMMITTEES

A. AUDIT COMMITTEE

Reference Major terms of reference of Audit Committee are : - Effective supervision of the transparent financial reporting process, disclosure of its financial information, ensuring compliance with established accounting standards, policies, procedure and statutory regulations. - Evaluate adequacy of internal financial controls and risk management system and its effectiveness and recommend appropriate measures as deemed fit.

Reviewing the financial results of the company each quarter/year and Auditors' report thereon before the same are placed at the board meeting for approval - Recommendation for appointment, remuneration and terms of appointment of auditors of the Company. The company derived considerable benefits from the deliberations of the Audit committee.

Composition & Meetings and Attendance

Name Position No. of Meetings Attended

Mr. Rajendra Jain Chairman 4

Mr. Jayabalan Jayakumar Member 4

Mr. Subhas Banerjee Member 4

B. NOMINATION & REMUNERATION COMMITI'EE No such meeting was held during the year. C. STAKEIHOLDIR'S RELATIONSHIP COMMITTEE The company, and its Registrar and Share Transfer Agent (RTA) attend to all grievances of the shareholders and investors. The committee oversees the performance of the RTA and specially looks into redressal of shareholders /investors complaints relating to delay in transfer of shares, non receipt of shares etc and recommends measures to improve the Shareholders /investors services The committee met four times during the year under review on 30.05,2016, 13.0.2016, 12.11.2016 and 13.02.2017. During the year no complaints have been received and as a procedure no complaint remains pending/ unattended for more than 30 days. Mr. Rajendra Jain, Director is the Compliance Officer of the company ANNUAL GENERAL MEETINGS

Particulars of the Annual General Meeting held during the last three years are as under:

Venue Financial Year Date & Time

No.9, Asha Nivas, Rutland Gate 5

th St.,

Nungambakkam, Chennai 600 006

2013-14

26

th September, 2014 - 10.30 A.M

2014-15

30

th September, 2015 – 10.00 A.M

2015-16

30

th September, 2016 – 10.30 A.M

No Special Resolution was passed during the last three Annual General meetings No Extraordinary General Meeting was held during the last financial year No resolution was passed during last financial year by postal ballot

MEANS OF COMMUNICATION

The quarterly unaudited financials and the annual audited results are sent forthwith to the Stock Exchange in the prescribed format for uploading in their website. The results are also published in a National English daily and a local language daily news paper. Quarterly results are not sent to shareholders.

GENERAL SHAREHOLDERS INFORMATION

A separate section on above is annexed to form part of Annual Report DISCLOSURE

There were no materially significant related party transactions with the promoters, directors or the management, subsidiaries or relatives that have potential conflict with the interests of company at large. DISCRETIONERY REQUIREMENTS AS SPECIFIED IN PART E OF SCHEDULE II OF SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015:

a. Office for Non-Executive Chairman at Company’s expense: NA b. Half yearly declaration of financial performance including summary of the significant events in the last six

months to each household of shareholders: The Company’s quarterly and half yearly results are published in the newspapers and also uploaded on its website and in stock exchange websites . Therefore, no individual communications are sent to the shareholders in this regard.

c. Modified opinion(s) in audit report: The Auditors of the Company have issued an unmodified report on financial statements for the FY 2016-17

d. Separate posts of Chairman & Chief Executive officer: Complied e. Reporting of Internal Auditors directly to the Audit committee: Complied

CODE OF CONDUCT

The standards for business conduct provide that the directors and the senior management will uphold ethical values and legal standards as the company pursues its objectives, and that honesty and personal integrity will not be compromised under any circumstances. As provided under SEBI(LODR), Regulations 2015 with the stock exchanges, the Board members and senior management personnel have affirmed compliance with the code of conduct for the FY 2016-17. CEO/ CFO CERTIFICATION

CEO/CFO certificate to the Board as required under cause 49(v) of the Listing Agreement annexed herewith forms part of this report. AUDITOR’S CERTIFICATION ON CORPORATE GOVERNANCE

The Company has obtained a Certificate from the Auditors of the Company regarding compliance with the provisions relating to Corporate Governance prescribed by SEBI (LODR), Regulations 2015. MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis report is attached. DECLARATION

As provided under SEBI(Listing obligations and Disclosure Requirements), Regulations 2015, the Board of Directors and select employees have confirmed Compliance with the Code of Conduct.

GENERAL SHAREHOLDERS INFORMATION

Annual General Meeting : 25th AGM Date : 30

th September 2017

Time : 10.31 AM Venue : Asha Nivas, 9, Rutland Gate, 5'h Street, Nungambakkam , Chennai 600 006 Financial Year : 2016-2017 Book Closure Dates : 24/09/17 to 30/09/17 (both days

inclusive)

Listed on : Bombay Stock Exchange Scrip Code : 532340 Registrar & Transfer Agent : M/S Cameo Corporate Services Ltd (RTA) l, Subramaniam Road Club House Road, Mount Road,

Chennai - 600 002

Address for Communication : No.l, Wallers Lane, I't Floor, Room No.3, Mataji Complex,

Near India Silk House, Mount Road, Chennai - 600 002

SHARE TRANSFER SYSTEM

The company and its Registrar and Share Transfer Agent (RTA) attend to all activities relating to transfer of shares. Transfer applications along with relevant documents are required to be sent to the company or directly to RTA and the Same is processed within 30 days of receipt if all documents are proper and no further clarification is required. In case of demat shares transfers are processed by CDSL.AIISDL through the respective depository participants.

CERTIFICATE ON CORPORATE GOVERNANCE

To the Members of OMNI AX’s Software Limited, Chennai

We have examined the compliance of the conditions of Corporate Governance by OMNI AX’s Software for the year

ended 31st March 2017 as stipulated in the SEBI (LODR), Regulations, 2015 of the said Company with the relevant

records and documents maintained by the Company and furnished to us and the Report on Corporate Governance

as approved by the Board of Directors.

The Compliance of conditions of Corporate Governance is the responsibility of the management. Our examination

was limited to the review of the procedures and implementation thereof, adopted by the Company for ensuring the

compliance with the conditions of Corporate Governance. It is neither an audit nor an expression of opinion on the

financial statements of the Company.

In our opinion and to the best of our information and according to the explanations given to us, subject to the above,

we certify that the Company has complied with the conditions of Corporate Governance as stipulated in the

SEBI(LODR),Regulations, 2015.

We further state that our examination of such compliance is neither as assurance as to the future viability of the

Company nor of the efficiency or effectiveness with which the management has conducted the affairs of the

Company.

For SibSankar & Associates Chartered Accountants Sib Sankar Chakraborti Proprietor FRN: 323691E M.No.052745

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

INDUSTRY STRUCTURE, DEVELOPMENT AND OUTLOOK

Global economy continues to be sluggish. Subdued growth in the developed Markets has impacted the developing market and growth in these markets has slowed down considerably. Political instability has significantly affected the growth in the domestic market. Despite a lower economic growth, the demand in the domestic Software Services sector is likely to be good and increasingly broad based. BUSINESS PLAN AND STRATEGIES

Company continues to support its plans to revitalize software development segment and provide services to the large houses that provide technology and other R&D services globally. It has plans to support projects like "E learning on net", "l - tuition" which are gaining grounds. Company will continue its effort in trading activity of Hardware. INTERNAL CONTROL SYSTEM AND ITS ADEQUACY

The system of internal control has been established to provide reasonable assurance of safeguarding assets, maintenance of proper accounting records jn compliance with applicable Laws and Regulations to ensure reliability of financial statements and reports. The Statutory Auditors and the Audit Committee review all financial statements and ensure adequacy of internal control systems. RISKMANAGEMENT

Risk evaluation and management is an ongoing process in the company. HUMAN RESOURCES AND INDUSTRIAL RELATIONS

The Company is constantly working to create a congenial work environment and motivating employees at all levels and shall always place all necessary emphasis on continuous development of its human resource. CAUTIONARY STATEMENT

Statements in the Management discussion and analysis describing the company's objectives, projections, estimates and expectations may be "forward looking statements" within the meaning of applicable laws and regulations. Actual results could differ materially from those expressed or implied. Important factors that could make a difference to the company's operations include economic conditions affecting demand/supply and prices conditions in the domestic and overseas markets in which the company operates/ going to operate, changes in government regulations, tax laws and other statutes and other incidental factors.



DIN: 03456352 DIN:05163789

DECLARATION OF CODE OF CONDUCT

Dear Sirs, This is to confirm that the Board has laid down a code of conduct for all Directors and Senior Management Personnel of the Company. The said code has been communicated to the Directors and members of Senior Management. There is no website of the company. It is further confirmed that all directors and senior management personnel of the Company have affirmed compliance with the Code of Conduct of the Company for the year ended 31" March, 2017 as envisaged in the SEBI(LODR), Regulations, 2015.



DIN: 03456352 DIN:05163789

CEO/ CFO Certification

Dear Sirs, In connection with the Audited Financial Results for the Financial Year ended 31

st March, 2017, I Rajendra Jain.

Director certify that

(a) we have reviewed financial statements and the cash flow statement lor the year and that to the best of our knowledge and belief:

(i) these statements do not contain any materially untrue statement or omit any material fact or contain statements that might be misleading:

(ii) these statements together present a true and fair view of the Company's affair and are in compliance with

existing accounting standards, applicable laws and regulations.

(b) to the best of our knowledge and belief, no transactions entered into by the company during the year which are fraudulent, illegal or violative of the Company's code of conduct.

(c) we accept responsibility for establishing and maintaining internal controls for financial reporting and that we

have evaluated the effectiveness of internal control systems of the company pertaining to the financial reporting and we have disclosed to the Auditors and the Audit Committee, deficiencies in the design or operation of such internal controls, if any, of which we are aware and the steps taken or propose to be taken to rectify these deficiencies.

(d) We have indicated to the auditors and the audit committee

(i) significant changes in internal control over financial reporting during the year;

(ii) significant Changes in accounting policies during the year and that the same have been disclosed in the notes to the financial statements; and

(iii) instances of significant fraud of which we have become aware and the involvement therein, if any, of the management or an employee having a significant role in the company's internal control system over financial reporting.


Place: Chennai Rajendra Jain Date: 01.09.2017 Director DIN: 03456352

INDEPENDENT AUDITOR’S REPORT

TO THE MEMBERS OF OMNI AX’S SOFTWARE LIMITED

Report on the Financial Statements

We have audited the accompanying financial statements of OMNI AX’S SOFTWARE LIMITED (“the Company”),

which comprise the Balance Sheet as at 31st March, 2017, the Statement of Profit and Loss and the Cash Flow

Statement for the year then ended, and a summary of the significant accounting policies and other explanatory

information.

Management’s Responsibility for the Financial Statements

The Company’s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act,

2013 (“the Act”) with respect to the preparation of these financial statements that give a true and fair view of the

financial position and financial performance of the Company in accordance with the accounting principles generally

accepted in India, including the Accounting Standard prescribed under section 133 of the Act, read with Rule 7 of

the Companies (Accounts) Rules,2014.

This responsibility also includes 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 frauds and other irregularities;

selection and application of appropriate accounting policies; making judgments and estimates that are reasonable

and prudent; and design, implementation and maintenance of adequate internal financial controls, that were

operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the

preparation and presentation of the financial statements that give a true and fair view and are free from material

misstatement, whether due to fraud or error.

Auditor’s Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit.

We have taken into account the provisions of the Act, the accounting and auditing standards and matters

which are required to be included in the audit report under the provision of the act and the rules made

thereunder.

We have conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the

Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain

reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the

financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the

risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk

assessments, the auditor considers internal financial control relevant to the Company’s preparation of the financial

statements that give a true and fair view, in order to design audit procedures that are appropriate in the

circumstances but not for the purpose of expressing an opinion on whether the Company has in place and

adequate internal control system over financial reporting and the operating effectiveness of such effective of

such controls. An audit also includes evaluating the appropriateness of the accounting policies used and the

reasonableness of the accounting estimates made by the management as well as evaluating the overall presentation

of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit

opinion.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, except for the

possible effects of the matters described in the Basis for Qualified opinion paragraph, the financial statements,

give the information required by the Act in the manner so required and give a true and fair view in conformity with the

accounting principles generally accepted in India :

- In case of the balance sheet, of the state of affairs of the company as at March 31, 2017.

- In case of statement of profit and loss, for the Profit for the year ended on that date and

- In case of Cash flow statement, of the Cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

As required by the Companies (Auditor’s Report) Order,2015 (“the Order”) issued by the Central Government of India

in terms of sub-section (11) of Section 143 of the Act, we give in “Annexure I” a statement on matters specified in

paragraphs 3 and 4 of the Order to the extent applicable.

As required by Section 143 (3) of the Act, we report that:

We have sought and obtained all the information and explanations, which to the best of our knowledge and belief

were necessary for the purposes of our audit.

(a) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books.

(b) The Balance Sheet, the Statement of Profit and Loss, the Cash Flow Statement dealt with by this Report are in agreement with the books of account.

(c) In our opinion, the aforesaid, the financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

(d) On the basis of the written representations received from the directors as on 31 March, 2017 taken on record by the Board of Directors, none of the directors is disqualified as on 31 March, 2017 from being appointed as a director in terms of Section 164 (2) of the Act.

(e) With respect to adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to my separate Report in “Annexure 2”.

(f) With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2O14 as amended by Companies (Audit and Auditors) Amendment Rules, 2017, in our opinion and to the best of our information and according to the explanations given to us:

i) The Company has disclosed the impact of pending litigations on its financial position in its financial statements.

ii) The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses.

iii) There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company.

For SIBSANKAR & ASSOCIATES, Chartered Accountants

FRN: 323691E

Proprietor

M. No. 052745 Place: Kolkota

30/05/2017

Annexure referred to in paragraph 1 of the our report of even date

1) a) According to the information and explanations furnished to us, the company has proper records showing full

particulars, including quantitative details and situation of the Fixed Assets. However, Fixed Assets of the Company

have been completely written off.

b) According to the information and explanations furnished to us, there is a regular program of verification,

which in our opinion, is reasonable having regard to the size of the Company. No material discrepancies were

noticed on such verification.

2) (a) According to the information and explanations furnished to us, there are no Inventories in the company during

the year under review.

(b)According to the information and explanations furnished to us, there are no discrepancies noticed on such

verification.

3) According to the information and explanations given to us, the company has not granted any loans to any of the

parties covered in the register maintained under section 189 of the Companies Act 2013.

4) In our opinion and according to the information and explanations given to us, the provisions in respect of loans,

investments, guarantees and security; i.e. Section 185 and 186 of the Companies Act, 2013 are not applicable to

the Company during the year.

5) In our opinion and according to the information and explanations given to us, The Company has not accepted any

deposits from the public within the meaning of Sections 73 to 76 or any other relevant provisions of the Act and

Rules framed thereunder.

6) We have broadly reviewed the books of accounts maintained by the Company pursuant to the rules made by the

Central Government for maintenance of Central Government for maintenance of cost records under section 148(1)

of the Companies Act, 2013 and are of the opinion that prima facie, the prescribed amounts and records have been

made and maintained. We have not, however, made a detailed examination of the records with a view to determine

whether they are accurate or complete.

7) (a) According to information and explanations given to us, the company is generally regular in depositing

undisputed statutory dues with appropriate authorities including provident fund, employees state insurance, income-

tax, sales tax, service tax, duty of customs, duty of excise, value added tax, cess and any other statutory dues

applicable to it.

(b) According to the information and explanation given to us, no undisputed amounts payable in respect of provident

fund, income tax, sales tax, employees state insurance, service tax, duty of customs, duty of excise, value added

tax, cess and any other statutory dues applicable to it were in arrears as at 31st March, 2017 for a period more than

six months from the date they become payable.

(c)According to the information and explanations given to us, there are no dues of Wealth Tax, Service Tax,

Customs Duty, Excise duty and Cess.

8) According to the records of the company examined by us and the information and explanations given to us, the

Company has not defaulted in the repayment of dues to any financial institutions or bank or debenture holders, as

applicable, as at the Balance sheet date.

9) In our opinion and according to the information and explanations given to us, the company has not taken any

term loans (to be applied for the purpose for which the loans were obtained).

10) During the course of our examination the books and records of the Company, carried out in accordance with the

Generally Accepted Accounting Practice in India and according to the information and explanations given to us, we

have neither come across any instance of fraud on or by the Company noticed or reported during the year, nor have

we been informed of any such case by the management.

11) According to the records of the company examined by us and information and explanations given to us,

managerial remuneration has been paid in accordance with the requisite approvals mandated by the provisions of

Section 197 read with Schedule V of the Companies Act, 2013.

12) In our opinion, the Company is not a Nidhi Company. Therefore, the provisions of clause 3(xii) of the Companies

(Auditor’s Report) Order, 2016 are not applicable to the Company.

13) According to the records maintained by the Company and examined by us, there were no transactions with

related parties as stipulated under section 188 of Companies Act, 2013and wherever applicable, all the details have

been appropriately disclosed in the Financial Statements as required by the applicable Accounting Standards.

14) According to the information and explanations given to us, the company has not made any preferential allotment

or private placement of shares or fully or partly convertible debentures during the period under review.

15) According to the information and explanations given to us, the company has not entered into any non-cash

transactions with directors or persons connected with them.

16) According to the information and explanations given to us, in our opinion the company is not required to get

registration under section 45-IA of the Reserve Bank of India Act, 1934.


FRN: 323691E

Proprietor M. No. 052745

Place: Kolkota 30/05/2017

“ANNEXURE-2”

Annexure to the Independent Auditor’s Report of even date on Financial Statements of OMNI AX’s SOFTWARE

LIMITED.(“the Company”)

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act,

2013 (“the Act”)

We have audited the internal financial controls over financial reporting of as of OMNI AX’S SOFTWARE LIMITED (“the

Company”) as of 31 March, 2017 in conjunction with our audit of financial statements of the Company for the year ended

on that date.

Management’s Responsibility for Internal Financial Controls

The Company’s management is responsible for establishing and maintaining internal financial controls based on the

internal control over financial reporting criteria established by the Company considering the essential components of

internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the

Institute of Chartered Accountants of India”. These responsibilities include the design, implementation and maintenance of

adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its

business, including adherence to company’s policies, the safeguarding of its assets, the prevention and detection of

frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable

financial information, as required under the Companies Act, 2013.

Auditors’ Responsibility

Our responsibility is to express an opinion on the Company's internal financial controls over financial reporting based on

our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over

Financial Reporting (the “Guidance Note”) and the Standards on Auditing, issued by ICAI and deemed to be prescribed

under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of Internal Financial Controls, and

both issued by the Institute of Chartered Accountants of India. Those Standards and the Guidance Note require that we

comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate

internal financial controls over financial reporting was established and maintained and if such controls operated effectively

in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls

system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial

reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that

a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on

the assessed risk. The procedures selected depend on the auditor’s judgement, including the assessment of the risks of

material misstatement of the financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion

on the Company’s internal financial controls system over financial reporting.

Meaning of Internal Financial Controls over Financial Reporting

A company's internal financial control over financial reporting is a process designed to provide reasonable assurance

regarding the reliability of financial reporting and the preparation of financial statements for external purposes in

accordance with generally accepted accounting principles. A company's internal financial control over financial reporting

includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately

and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that

transactions are recorded as necessary to permit preparation of financial statements in accordance with generally

accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance

with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding

prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a

material effect on the financial statements.

Inherent Limitations of Internal Financial Controls over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion

or improper management override of controls, material misstatements due to error or fraud may occur and not be

detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are

subject to the risk that the internal financial control over financial reporting may become inadequate because of changes

in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion, the Company has, in all material respects, have an adequate internal financial controls system over

financial reporting and such internal financial controls over financial reporting were operating effectively as at 31 March,

2017, based on, the internal control over financial reporting criteria established by the Company considering the essential

components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial

Reporting issued by the Institute of Chartered Accountants of India.


FRN: 323691E

Proprietor M. No. 052745

Place: Kolkota 30/05/2017

OMNI AX'S SOFTWARE LIMITED

BALANCE SHEET AS AT 31st MARCH, 2017

PARTICULARS Note AS AT AS AT

No. 31st MARCH, 2017 31st MARCH, 2016

A EQUITY AND LIABILITIES 1 Shareholders’ funds (a) Share capital 1 172,187,590 172,187,590 (b) Reserves and surplus 2 (47,262,081) (46,155,579)

- -

124,925,509 126,032,011 2 Share application money pending allotment

3 Non-current liabilities (a) Long-term borrowings 3 575,000 575,000 (b) Deferred tax liabilities (net) 4 1,579,788 1,579,789 (c) Other long-term liabilities - - (d) Long-term provisions - -

2,154,788 2,154,789 4 Current liabilities (a) Short-term borrowings - - (b) Trade payables 5,400 11,848 (c) Other current liabilities 5 3,859,410 4,392,754 (d) Short-term provisions

3,864,810 4,404,602

TOTAL 130,945,107 132,591,402

B ASSETS

1 Non-current assets

(a) Fixed assets (i) Tangible assets 6 - 440,121 (ii) Intangible assets -

Goodwill 53,762,872 53,762,872

53,762,872 54,202,993 (b) Non-current investments 7 48,500,000 48,500,000 (c) Deferred tax assets (net) (d) Long-term loans and advances 8 21,898,243 - (e) Other non-current assets - -

70,398,243 48,500,000 2 Current assets (a) Current investments - -

(b) Inventories - - (c) Trade receivables 9 5,200,000 5,200,000

(d) Cash and cash equivalents & Bank Balance 10 400,822 618,415 (e) Short-term loans and advances - 19,120,444 (f) Other current assets 1,183,170 4,949,550

6,783,992 29,888,409

TOTAL 130,945,107 132,591,402

See accompanying notes forming part of the financial statements

As per my report of even date attached For and on behalf of the Board of Directors For SibSankar & Associates Chartered Accountants

Rajendra Jain Subash Banerjee Director Director SibSankar Chakraborti DIN:03456352 DIN:05163789 Proprietor

FRN:323691E M.no. 052745 S.N. Madhavan Company Secretary Place : Kolkata Place: Chennai Date : 30/05/2017 Date: 30/05/2017


STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED 31st MARCH, 2017

NOTE AS AT AS AT

PARTICULARS NO. 31st MARCH, 2017 31st MARCH, 2016

REVENUE FROM OPERATIONS

REVENUE FROM OPERATIONS - -

OTHER INCOME 11 - 4,500

I TOTAL REVENUE - 4,500

EXPENSES:

COST OF MATERIAL CONSUMED - -

PURCHASE OF STOCK-IN-TRADE - -

CHANGES IN INVENTORIES OF FINISHED GOODS - -

WORK-IN-PROGRESS AND STOCK -IN-TRADE - -

EMPLOYEE BENEFITS EXPENSES 12 45,000 105,500

FINANCE COSTS - -

DEPRECIATION AND AMORTIZATION EXPENSE 6 348,300 68,428

OTHER EXPENSES 13 621,381 291,909

III PROFIT BEFORE EXCEPTIONAL AND (1,014,681) (461,337)

EXTRAORDINARY ITEMS AND TAX ( I - II )

IV EXCEPTIONAL ITEMS - -

V PROFIT BEFORE EXTRAORDINARY (1,014,681) (461,337)

ITEMS AND TAX ( III - IV )

EXTRAORDINARY ITEMS - -

VI PROFIT BEFORE TAX (V-VI) (1,014,681) (461,337)

TAX EXPENSE

VII CURRENT TAX - -

VIII EARLIAR YEARS TAX - -

IX DEFERRED TAX - (12,421)

X PROFIT(LOSS) FOR THE PERIOD FROM (1,014,681) (448,916)

CONTINUING OPERATIONS (VI-VII-VIII-IX)

XI PROFIT(LOSS) FROM DISCONTINUING OPERATIONS - -

XIII TAX EXPENSE OF DISCONTINUING OPERATIONS -

XIV PROFIT(LOSS) FROM DISCONTINUING OPERATIONS - -

(AFTER TAX) (XI-XIII)

XV PROFIT (LOSS) FOR THE PERIOD (X-XIV) (1,014,681) (448,916)

EARNING PER EQUITY SHARE

BASIC (0.059) (0.027)

DILUTED

As per my report of even date attached For and on behalf of the Board of Directors

For SibSankar & Associates

Chartered Accountants Rajendra Jain Subash Banerjee

Director Director

Sib Sankar Chakraborti DIN:03456352 DIN:05163789

Proprietor

FRN:323691E S.N. Madhavan

M.no. 052745 Company Secretary

Place : Kolkatta Place: Chennai

Date : 30/05/2017 Date: 30/05/2017

NOTE As At As At

No. 31st March 2017 31st March 2016

` `

1 SHARE CAPITAL

Authorised Share Capital 200,000,000 200,000,000

20000000 Equity Shares of ` Rs.10 each

Issued, Subscribed and Paid up

17218759 Equity Shares of ` Rs.10 each 172,187,590 172,187,590

Less: Calls in Arrears - -

TOTAL 172,187,590 172,187,590

at the end of the reporting period:

Equity shares

Equity Shares at the beginning of the year 17,218,759 17,218,759

Add : Fresh Issue of shares - -

Add : ESOP - -

Add : Bonus shares - -

Less: Buy back of shares - -

Less: Reduction in Share Capital - -

Equity shares at the end of the year 17,218,759 17,218,759

2 RESERVES AND SURPLUS

Shares Forfeited Account 2,504,505 2,504,505

Share Premium Account 43,949,747 43,949,748

- -

Profit/ (Loss) at the beginning of the year (92,609,832) (92,160,916)

Profit/ (Loss) for the year (1,014,681) (448,916)

(91,821) -

Total Profit/ (Loss) at the end of the year (47,262,081) (46,155,579)

3 LONG TERM BORROWINGS

Unsecured Loan

VAB Capital Advisors Ltd. 375,000 375,000

Gennex Labarotaries Ltd. 200,000 200,000

TOTAL 575,000 575,000

4 Deferred Tax Liabilities 1,579,788 1,579,788

TOTAL 1,579,788 1,579,788

5 OTHER CURRENT LIABILITIES

Duties & Taxes 51,256 407,740

Office rent payable - 53,500

Audit fees payable 96,024 78,652

Salary Payable - 96,250

RTA/ CDSL Fees 34,240 135,712

Other Current Liabilities 3,700,890 3,620,900

Provision for Expenses (23,000) -

TOTAL 3,859,410 4,392,754

33

(i) Reconciliation of the number of shares and amount outstanding at the beginning and

Notes on Accounts forming part of Balance Sheet as at 31.03.2017 and

PARTICULARS

Statement of Profit & Loss account for the year ended 31.03.2017

NOTE As At As At

No. 31st March 2017 31st March 2016

7 NON CURRENT INVESTMENTS

Investments in unquoted Shares

a. Jemi Share Brokers Pvt. Ltd. 9,500,000 9,500,000

(cost of 190000 Shares(partly paid) @ Rs. 50/- each

b. Mardia Sons Holdings Ltd. 39,000,000 39,000,000

(Cost of 78000 Shares(partly paid) @Rs. 50/- each

TOTAL 48,500,000 48,500,000

8 LONG TERM LOANS AND ADVANCES

Recoverablein cash or kind for value to be received 17,618,609 -

Advance for purchase of Car 454,548 -

Tax Deducted at Source

TDS 2004-2005 198,238 -

TDS 2005-2006 447,609 -

TDS 2006-2007 670,767 -

TDS 2007-2008 804,699 -

TDS 2008-2009 1,181,872 -

TDS 2009-2010 386,332 -

TDS 2011-2012 65,573 -

TDS 2012-2013 69,996 -

21,898,243 -

9 TRADE RECEIVABLES

Debts outstanding for a period of six months

Considered Good (Unsecured - 1,200,000

Debts outstanding for a period exceeding Six months

Considered Good (Unsecured 5,200,000 4,000,000

TOTAL 5,200,000 5,200,000

10 CASH AND CASH EQUIVALENTS

Cash on hand 396,155 605,418

Bank Balance

With scheduled and commercial banks 4,667 12,997

400,822 618,415

34

PARTICULARS

NOTE AS AT AS AT

NO. 31st MARCH, 2017 31st MARCH, 2016

` `

11

INTEREST INCOME - 4,500

- 4,500

12

SALARY AND WAGES 45,000 105,500

45,000 105,500

DEPRECIATION ON TANGIBLE ASSETS 348,300 68,428

348,300 68,428

13

Payment to Auditors

Statutory Audit Fees 22,472 5,100

Secreterial Fees 12,110

Professional Charges 13,236

Electricity Charges - 1,000

Bank Charges 633

Advertisement Expenses 21,600

BSE Listing Fees 457,666

CDSL (Depository) Fees 31,513 50,911

Conveyance 566 4,200

General Expenses - 9,662

Interest on Listing fees 12,972

Office Maintenance - 5,400

Postage & Telephone - 1,500

Printing & Stationery - 2,046

ROC Filing Fees 11,685

RTA Fees 31,934

Office Rent - 192,000

Miscelleneous Expenses - 20,090

Swatch Bharat Cess 2,497

Kish Kalyan Cess 2,497

621,381 291,909

35

TOTAL

OTHER EXPENSES

EMPLOYEE BENEFITS EXPENSE

DEPRECIATION AND AMORTZATION EXPENSE

PARTICULARS

OTHER INCOME

TOTAL

TOTAL

S.NO. Description

As at

01.04.2016

Additions/

Deletion As at 31.03.2017

Upto

31.03.2016 For the Period

As at

31.03.2017 As at 31.03.2017 As at 31.03.2016

1 Office Equipments 2168523 0 2168523 1820223 348300 2168523 0 348300

2 Furniture & Fixtures 2163069 0 2163069 2163069 0 2163069 0 0

TOTAL 4331592 0 4331592 348300 0 348300

Previous

year 4331592 0 4331592 3914864 68428 3983292 440121 508549

36

SCHEDULE 6 - FIXED ASSETS


Gross Block Depreciation Net Block

AS AT AS AT

PARTICULARS 31st MARCH, 2017 31st MARCH, 2016

A. CASH FLOW FROM OPERATIONS

Net Profit/ Loss before Tax and Extra Ordinary Items (10.15) (4.61)

- -

Adjustments for - -

Depreciation 3.48 0.68

Tax Expenses - -

Other Income - -

Net Cash before Working Capital Changes (6.67) (3.93)

Adjustments for

Trade & Other payables 5.39 1.01

Trade Receivables & Other Assets 9.89 8.40

Net Cash after Working Capital Changes 4.50 7.39

Net Cash From Operating Activities (2.17) 3.46

B. CASH FLOW FROM INVESTING ACTIVITIES

Sale of Fixed Assets - -

Sale of Investments - -

Purchase of Shares - -

Net Cash used in Investing Activities - -

C. CASH FLOW FROM FINANCING ACTIVITIES

Increase/ (Decrease) In Unsecured Loan - (3.06)

Decrease in Secured Loan - -

Net Cash From Financing Activities - (3.06)

Net Increase in Cash & Cash Equivalents (2.17) 0.40

Cash & Cash equivalents at the beginning of the year 6.18 5.78

Cash & Cash equivalents at the end of the year 4.01 6.18

As per my report of even date attached For and on behalf of the Board of Directors

For SibSankar & Associates

Chartered Accountants

Rajendra Jain Subash Banerjee

Director Director

SibSankar Chakraborti

Proprietor

FRN:323691E S.N. Madhavan

M.no. 052745 Company Secretary

Place : Kolkata Place: Chennai

Date : 30/05/2017 Date: 30/05/2017

37

CASH FLOW STATEMENT FOR THE YEAR ENDED MARCH 31, 2017

14. SIGNIFICANT ACCOUNTING POLICIES

a) Basis of Preparation

The financial statements have been prepared to comply in all material respects with the Accounting Standards notified by the Companies Accounting Standards Rules, 2006 (as amended) and the generally Accepted Accounting Principles. (GAAP) which comprises of mandatory Accounting Standards prescribed under Section 133 of the Companies Act, 2013 to the extent possible. The accounts of the company are prepared on the basis of historical cost convention on accrual basis except where otherwise stated. b) Revenue recognition

Revenue is recognised on transfer of significant risk and reward that can be reliably measured and there exists no significant uncertainty in its ultimate realisation. Revenue from software development is recognized based on software developed or man-hours spent as per specific terms of contracts. Income from interest on loans forming part of other income is recognized on accrual basis. c) Fixed Assets

Fixed assets are stated at historical cost less accumulated depreciation. Cost includes all cost incurred to bring the asset to its. working condition for its intended use. d) Depreciation

Since the fixed assets are put to maximum use and the cost becoming negligent the entire assets which stands at depreciated value has been written off. e) Taxes on Income

The Company makes necessary provision for Income Tax, taking into account the allowances and exemptions admissible under the Income Tax Act, I 961. Deferred Tax resulting from, timing difference, between book and tax profits is accounted for at the current rate of tax. Deferred Tax asset is recognized to the extent they are expected to crystallize in future. f) Investments

Long-term investments are stated at cost and any decline, other than temporary, in the value of such investments, is charged to the Profit and Loss Account. Current investments are stated at lower of cost and market value. g) Impairment

An asset is treated as impaired when the carrying cost of asset exceeds its recoverable value. An impairment loss is charged to the Profit & Account in the year in which an asset is identified as impaired. In case of a change in recoverable value, impairment loss is reversed immediately. Based on available information there is no impairment of asset estimated during the year. h) Miscellaneous Expenditure

Represents preliminary expenses amortized over a period of time. Public issue expenses are written off over a period of ten years. ROC fees for filing authorized capital which is not considered as revenue expenditure and is amortized over the period of five years.

i) Employee Benefits

Short term benefits are charged off to the Profit & loss account in the year of rendering of services. The number of employees was less than 10 during the year under review and hence it is reported that payment of Contribution/ Benefit PIan are not applicable to this Company. j) The company is engaged in the development of computer software. The production and sale of such software cannot be expressed in any generic unit. Hence it is not possible to give the quantitative details of sale and information. k) Diminution in value of investments

The Company holds investments in Private Companies and their share value couldn't be ascertained, hence no Diminution in value of investments is provided for in the Books. l) Confirmation of balances is respect of certain Debtors, Creditors, & Loans & Advances are not made available. If there be any changes this will have an impact on the Balance Sheet figures. m) No Provision for taxation has been made as the company had incurred losses. n) Previous Year's figures have been regrouped or restated wherever necessary to confirm to the current year's presentation. As per Report of even date Attached For Sibsankar & Associates By Order of the Board Chartered Accountants

FRN:323691E (Rajendra Jain) (Subhas Banerjee) Director Director Sibsankar Chakraborti DIN:03456352 DIN:05163789 Proprietor

M. No- 052745

S.N.Madhavan

Company Secretary

Place: Kolkata Place: Chennai Dated: 30/05/2017 Dated 30/05/2017

PROXY FORM

25th ANNUAL GENERAL MEETING

Reg. Folio No ./ DP ID & Client ID* _______________________________ I/We _____________________________________of _________________________________ being a Member/Members of OMNI AX'S SOFTWARE LIMITED hereby appoint _____________________of or failing him /her _______________________as my /our Proxy to attend and vote for me/us on my/our behalf at the 25th Annual General Meeting of Omni Ax's Software Limited to be held on Saturday, 30th September 2017 at 10.31 a.m. at Asha Nivas, 9, Rutland Gate, 5th Street, Nungambakkam, Chennai - 600 006 or any adjournment thereof. Signed this ___________day of _____________2017 Signature(s) of the Shareholder(s) Signature of Proxy NOTE: This form must be deposited at the Registered Office of the Company not later than 48 hours before the time of the Meeting. *Applicable for investors holding shares in electronic (dematerialized) form. --------------------------------------------------------------------------------------------------------------------- --------------------------------------------------------------------------------------------------------------------------------------------


To be handed over at the entrance of the Meeting Hall

ATTENDANCE SLIP

I hereby record my presence at the 25th ANNUAL GENERAL MEETING held on Saturday,30 September,20l7 at 10.31 a.m. at Asha Nivas, 9, Rutland Gate, 5

th Street, Nungambakkam, Chennai 600

006. Reg. Folio No. ,DP ID & Client lD* No. of Shares

Full Name of the Shareholder/Proxy in (Block

Letters)

Signature

omni axs software limited- annual report 2016-17

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