Companies & Industry »Directors' Report
Om Metals Infraprojects Ltd - Directors' Report

BSE   29 Jul 16 | 12:00 AM

50.10 -0.7 (-1.38%)
Mkt Price (Rs)   Chg Rs (Chg %)
Code: 531092
Face Value: 1

NSE   29 Jul 16 | 12:00 AM

49.80 -1 (-1.97%)
Mkt Price (Rs)   Chg Rs (Chg %)
Code: OMMETALS
Performance
1 Week : Rs 50.30 (-0.40%)
1 Month : Rs 46.95 (6.71%)
1 Year : Rs 42.45 (18.02%)
change companytradenow

Deai` Members,

Your Directors have pleasure in presenting 43"` Annual Report of your Company together with the Audited Financial Statement and the Auditor’s Report thereon for the financial year ended 31st March,2015.

Financial Highlights (Rs.In Lacs)

Particulars 2014-2015 2013-2014
Revenue from operations 22205.19 33332.51
Total expenditure before finance cost,depreciation 18150.33 27519.38
Earnings before interest,tax,depreciation and amortisation (EBITDA) 4054.86 5813.13
Other income (net) 1634.31 605.99
Finance Charges 1355.84 911.13
Depreciation and amortisation expense 854.68 770.10
Profit before Exceptional Items and Tax 3478.65 4737.89
Profit before tax 3478.65 4737.89
Provision for Tax 573.29 911.84
Net Profit After Tax 2905.36 3826.05
Balance of Profit brought forward 23730.98 20285.26
Balance available for appropriation 26636.34 24111.31
Adjustment related to Fixed Assets 72.25 0
Amount transferred to Revaluation Reserve due to excess Reversal in Previous Years 4.83 0
Proposed Dividend on Equity Shares 192.61 192.60
Tax on proposed Dividend 39.44 32.73
Transfer to General Reserve 155.00 155.00
Surplus carried to Balance Sheet 26172.21 23730.98

State of Company’s Affairs and Future Outlook

The strength of your Company lies in identification,execution and successful implementation of the projects in the infrastructure space.To strengthen the long-term projects and ensuring sustainable growth in assets and revenue,it is important for your Company to evaluate various opportunities in the different business verticals in which your Company operates.Your Company currently has several projects under implementation and continues to explore newer opportunities,both domestic and international.Your Board of Directors considers this to be in strategic interest of the Company and believe that this will greatly enhance the long-term shareholders` value.

At present your Company operates in three business sectors- Heavy Engineering cum construction.Real Estate and Infrastructure Projects and is actively exploring some new opportunities for diversifying in Industrial manufacturing,Oil and Gas,packaging products,Food and Agri warehousing and other allied potential scalable industries.

The Company has reported a Profit before Tax (PBT) of Rs.3479 Lacs,as against Rs.4738 Lacs in the previous year.

DIVISIONAL ANALYSIS

ENGINEERING DIVISION

The Turnover of this division this year is Rs.22345.55 Lacs and profit is Rs 2633.36 Lacs as against Turnover of Rs.29247 Lacs & profit is Rs.3502 Lakhs in the last year.

The Engineering Division focuses on turnkey engineering procurement and construction contracts for Hydro mechanical equipment for Hydro Power and Irrigation projects.The Company post qualification in civil work for dam will qualify for complete EPC for dam except EM package and shall address a larger share of hydro power project.This is a feat for diversifying in the civil construction space and the Company will not have to take recourse to civil companies for meeting PQ norms for bidding in civil space.The Company is now all geared up to encash the burgeoning opportunities in executing complete EPC contract in the space of H M components and civil structure.The projects in Hydro power space involve multifarious activities viz.civil construction,electromechanical component and Hydro mechanical equipments.The Company has executed over 60 Hydro- Mechanical turnkey projects in power and irrigation.Recently the Company has executed designing to commissioning of one of the world’s largest vertical lift gates at Koldam Hydro electric project in Himachal Pradesh.The Company has also mobilized machinery and manpower on a treacherous,mountainous and difficult terrain for execution of the Uri Hydro electric Project at Baramula,Srinagar (8-9 Kms from Indo- Pak border).The company also doing EPC for road project and this will further increase the addressing area in infra space.

REAL ESTATE.HOTELS AND MULTIPLEX

The Turnover of this division this year is Rs.1544 Lacs and profit is Rs.272 Lacs against Turnover of Rs.2149 Lacs & profit is Rs.324 L.acs in the last year.

There being a potential realizable value of Land Bank/ developable/under development area in Company /subsidiary /step subsidiary.Recently The Company has four realty projects in Mumbai,Jaipur,Hyderabad and Kota.

Mumbai Project:

A redevelopment project of MH ADA in partnership under Om Metals Consortium (CMC) where OMIL holds 17.5 % stake.Other developmental partners in the consortium are DB Realty Group,SPML Infra,Morya Housing,and Mahima developers.This multi-storied residential project is spread across 6 acres and entitled to FSI which translate into appx -1.2 mil sqft(subjected to all Govt clearances ).A premium of additional FSI available shall be paid by OMC.

OMC has done a JV with DB realty for this project where DB realty would be incurring 100% cost for the development and transfer 50% of salable area (i.e.0,6 mn sqft after transferring 0.2 mn sqft in SRA scheme) to OMC.As per expected Realization (Rs 30000/sqft),OMIL for its 17.5% stake is expected to have a net post tax cash flow of Rs 3-4 bn over next 4-5 years from this project.

Jaipur Project: PALLACIA

This project is located at prime location in Jaipur and has a sellable built-up area of 6.3 lakh sqft with expected realization of TNR 10000-15000/ sqft.OMIL has invested INR 1.6 bn for land and development cost is expected to be Rs 2-2.5 bn.The company expects to generate Rs 7.0 bn of Revenue from this project over next 2-3 years,which translates into pretax profits of Rs 2-2.5 bn.

The project faced local hindrance and litigation in terms of its height etc.which Hon’ble supreme court of India in its order dated 19.3.2015 directed the appellant and JDA to withdraw all its cases against company.During FY 2014-15.OMIL,consolidated to book Rs 0.8 bn revenue from this project.

Hyderabad project:

OMDPL (A SPV of OMIL where OMIL has 40 % stake) entered into a JV with Mahindra Lifespace for a residential project in Hyderabad,Mahindraowns 80% of the built-up area rights in the 10-acre premium residential project called Ashvita’,and OMDPL holds the rights to the remaining area.The 20% share of built-up area under OMIL is 80000 sqft and expected realization is `4500/sqft.(INR 0.36 Bn ).The project is catching good amount of attraction after rise of Telangana as a state and sale of units is very much satisfactory.

Road BOT project:

OMIL has a 49% stake in BOT road project (Jaipur to Bhilwara via Malpura,Kekri& Shahpura).The cost of the project is TNR 4.00 bn with INR 2.6 bn debt and INR 0.85bn VGF grant from Govt.OMIL‘s Equity investment in the project is INR 0.7 bn and concession period is 22 years.As per current trend of toll collection of last 4 months,target annual toll collection of this project is -300 mn and is expected to reach to -400 mn in upcoming years.The COD of the project has been achieved in December 2014 with some work left over which shall be completed in a month or so.

FUTURE OUTLOOK

Going ahead,the Company aims to further enhance its skill-sets,core strengths,capacity enhancement,Build a fleet of construction equipments to effectively and efficiently tackle even bigger and more complex projects in this niche space,within and outside India.

The Company plans to enter in the following new verticals

1. Agriculture / Food processing/ FMCG- Looking into major food parks

2. Ware housing and logistics

3. Oil and gas

4. Packaging and Manufacturing

5. EPC for Smart city and airports

The Company plans to

1. Enter Africa for Roads.Hydro,EPC,and Construction.

2. Enlarge global footprint through acquisitions and strategic Joint Ventures in the core business

3. Establish presence in varied structural steel design & fabrication works in bridges,large building constructions & heavy engineering works

4. Key & strategic real estate projects on very promising and vibrant locations

India has the second largest potential in the world both in Hydro-electric power and irrigation.The government of India plans of River linking project which signals to huge scope for Om metals kind of work.

CHANGES IN NATURE OF BUSINESS,IF ANY

There have been no changes in the business carried on by the company or its subsidiaries.

DIVIDENDS

During the year,your directors are pleased to recommend a final dividend of Re.0.20 per equity share of face value of Re.1 /- which is provided for in the accounts absorbing a sum of Rs.2,32,04,340/- including corporate dividend tax of Rs.39.43,578/,if approved by I he members in the ensuing Annual General Meeting.

The dividend payout for the year under review is in accordance with the Company`s policy of consistent dividend pay out keeping in view the Company’s need for capital,its growth plans and the intent to finance such plans through internal accruals to the maximum,

TRANSFER TO RESERVES

The Board of Directors proposes to transfer Rs.1,55,00,000/- to General Reserve out of the amount available for appropriation.

CHANGES IN SHARE CAPITAL,IF ANY

The paid up Equity Share Capital as on March 31,2015 was Rs.9,63 Crore.During the year under review,the Company has not issued shares with differential voting rights nor granted Employee Stock Options or Sweat Equity Shares.

INFORMATION ABOUT SUBSIDIARIES/J V/ASSOCIATE COMPANY

There has been no material change in the nature of the business of the subsidiaries.

Pursuant to provisions of Section 129(3).of the Act,a statement containing salient features of the financial statements of the Company’s subsidiaries in Form AOC-1 is attached to the financial statements of the Company as Annexure II.

Pursuant to the provisions of section 136 of the Act,the financial statements of the Company,consolidated financial statements along with relevant documents and separate audited accounts in respect of subsidiaries,are available on the website of the Company.

The developments in business operations / performance of major subsidiaries /JV / Associates consolidated with OMIL are as below:

OM METALS CONSORTIUM PRIVATE LIMITED - This 100% subsidiary Company is developing a high end residential project on a very prime parcel of 19000 sq.mt.land at Jaipur.It has hired your company as EPC Contractor for structure building under architectural leadership of Studio 18,a renowned architecture firm of USA.The construction after some legal hurdle is in progress and scheduled for completion with in 24 month.The company has sub contracted the entire structural work to M/s Shapoorji Palonji.

OM METALS REAL ESTATE PRIVATE LIMITED - This 100% subsidiary is holding stakes in different SPV’s and different subsidiaries for different projects in Hyderabad,Faridabad,and Jaipur.The development of all these projects is in some stages of clearances.

SKYWAVE IMPEX LIMITED - This 100%` subsidiary is actively exploring agri and FMCG business.

PONDICHERRY PORT LIMITED - An SPV (Om metals has 50% stake) earmarked for the development of sea port in Pudducherry.After the non clearance of the project we have moved for arbitration proceedings.

SANMATI INFRADEVELOPER PRIVATE LIMITED - This SPV wherein we own 25% stake along with other stake holders Subhash Projects (25%) and Urban Infrastructure Trustees Ltd (UITL) (50%) is a holding company of Pondicherry SEZ Co.Ltd (PSEZCL).PSEZCL owns a multi product SEZ in Pudduchery where 840 acre land has been acquired and balance 26 acre is pending.After the non clearance of this project we have moved to court for legal proceedings.

BHILWARA JAIPUR TOLL ROAD PRIVATE LIMITED - This SPV where Om metals has 49% stake has done the development of the 212 km road project in Jaipur-Bhilwara Stretch on BOT basis and has already completed in December 2014 barring some extra work which are going on and shall be completed by June 2015.Om Metals is doing the entire EPC for this road project.

OM METALS-SPML INFRAPROJECTS PRIVATE LIMITED - A 457 Cr Kalisindh Dam project in a SPV created with SPML infra on 50: 50 basis is complete with some final leg work going on.Om Metals had been executing EPC contract for major work.

GURHA THERMAL POWER COMPANY LIMITED - This company as a 50% JV of Om Metals has a lignite based thermal project in Rajasthan.Some document formalities are pending from RRVNL (Rajasthan Rajya Vidyut Nig am Ltd.) which is keeping financial closure of the project on hold.

OM GAIMA PROJECTS PRIVATE LIMITED - This JV created with Spanian Company has no more business to do and we have processed to close this company.

PARTNERSHIPS /.TV’s:

OM METALS CONSORTIUM ( Partnership firm) - This prestigious partnership firm for development of SRA project in Bandra Reclamation facing Bandra- Worli sea Link has completed the construction of the temporary transit camp.We have tied up with M/s Goregaon Hotel Pvt Ltd,a group company of D B Realty for complete development of the project.

OM METALS SPML JV - This JV had bagged four projects from NHPC -Teesta HEP.Uri HEP,Chainera HEP and Parbati HEP and all of these projects have almost been completed.

OM METALS -JSC JV - This JV has been executing Kameng IIEP and the project is scheduled to complete by next year.

OM METALS -SPML JOINT VENTURE - This JV has bagged the kutch dam project from Sardar Sarovar Nigam Ltd and the execution of this project has started.

OM RAY CONSTRUCTION JV - This SPV is executing EPC of one project in Karnataka.

SPML -OM METALS JV - This JV has submitted the bid for development of smart infrastructure in VLkranri Udyogpuri at Ujjain.

SEW OM METALS J V - This JV has almost completed Sripad Sagar project in Andhra Pradesh.

Subsidiaries/Assoeiates of Pin Metals Real Estates Private Limited (Wholly owned subsidiary of the Company):

OM METALS RATNAKAR PRIVATE LIMITED - This Company has 9467 sq ft office space in Prime and aesthetic NBCC plaza,Delhi purchased in this 100% subsidiary to house the entire corporate and business development affairs of the Group,is fully functional and contributing to expansion and diversification of the company in high potential areas.

OM METALS INFOTECH PRIVATE LIMITED - This Company has industrial land in Jaipur and we are exploring/expanding our work shop /fabrication facilities in a move to capacity addition for our upcoming projects.

OM AUTOMOTORS PRIVATE LIMITED - This Company has acquired office space at Jaipur.And the Jaipur related business activities are being handled from this office.

OM KOTHARI HOTELS PRIVATE LIMITED - During the last year the company purchased a plot for construction of flats.The construction of this project "Om Eternity" is going on and some units has already been sold.

OM METALS DEVELOPRS PRIVATE LIMITED - OMDPL (A SPV of OMIL where OMIL has 40 % stake) entered into a JV with Mahindra Lifespace for a residential project in Hyderabad.Mahindra owns 80% of the built-up area rights in the 10-acre premium residential project called Ash vita’,and OMDPL holds the rights to the remaining area.The 20% share of built-up area under OMIL is 80000 sqft and expected realization is `4500/sq.ft.(0.36 Bn INR).The project is almost at completion stage and sale of units are progressing very satisfactorily.

OM HYDROMECH PRIVATE LIMITED - 3000 sq.mt.land in NCR near Delhi-Faridabad border has been bought from NKP Holding Private ltd.The land is suitable for corporate park and is presently being explored for setting up a factory for packaging product.

MAYURA CAPITAL ADVISORS PRIVATE LIMITED - This Company has Basement unit in Saket New Delhi for extended office purpose.

OM SENSATION PROPERTIES PRIVATE LIMITED - This Company owns agricultural land in Andhra Pradesh and our ownership in this company is 25%.

SANMATI BUILDCON PRIVATE LIMITED - JV for development of a hotel project 33 acre approx land is owned by this company in Sohna dist Gurgaon (Haryana) and we own 33.33% in this company.

The Board of Directors of the Company has adopted the policy for the material subsidiaries,which is available on the website of the company at http: //www.ommetals.com/sites/default/files/Policv%20on%20MateriaI%20Subsidiaries.pdf

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the Companies Act,2013 ("the Act") and Accounting Standard (AS) - 21 on Consolidated Financial Statements read with AS - 23 on Accounting for Investments in Associates and AS - 27 on Financial Reporting of Interests in Joint Ventures,the audited consolidated financial statement is provided in the Annual Report.

Companies which became / ceased to be Company’s Subsidiaries.Joint Ventures or Associate Companies:

1. Companies which have become subsidiaries during the financial year 2014-15: Skywaves Impex Limited

2. Companies which has ceased to be ajoint venture or associate during the financial year 2014-15: Om Metals Auto Private Limited

MATERIAL CHANGES AND COMMITMENTS

No material changes and commitments affecting the financial position of the Company occurred between the ends of the financial year to which these financial statements relate on the date of this report.

MEETINGS OF THE BOARD OF DIRECTORS

Nine meetings of the Board of Directors were held during the year.For further details,please refer to the corporate governance report,which forms part of this report.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act.2013 the Board of Directors of the Company confirms that-

(a) In the preparation of the annual accounts,the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) The directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;

(c) The directors had 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) The directors had prepared the annual accounts on a going concern basis; and

(e) The directors,in the case of a listed company,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) The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Based on the framework of internal financial controls and compliance systems established and maintained by the Company,work performed by the internal,statutory and secretarial auditors and external consultants and the reviews performed by management and the relevant board committees,including the audit committee,the board is of the opinion that the Company’s internal financial controls were adequate and effective during the financial year 2014-15.

CONSERVATION OF ENERGY,TECHNOLOGY,ABSORPTION AND FOREIGN EXCHANGE OUTGO

The particulars relating to conservation of energy,technology absorption,foreign exchange earnings and outgo,as required to be disclosed under the Act,are provided in Annexure I to this Report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

The constitution of board of Directors and KMP of the company during the year 2014-15 is as under:

S. No. Name Designation Date of change in designation Date of original appointment Date and Mode of Cessation
1. Shri Chandra Prakash Kothari Chairman 22/08/2014 1/10/1994 -
2. Shri Dharam Prakash Kothari Managing Director 22/08/2014 1/10/1994 -
3. Shri Sunil Kothari Joint Managing Director 28/03/2015 22/08/2014 -
4. Shri Vikas Kothari Executive Director& President 28/03/2015 28/03/2015 -
5. Smt.Ranjana Jain Independent Director 28/03/2015 28/03/2015 -
6. Shri P.C.Jain Independent Director 30/09/2014 15/07/2001 -
7. Shri Sukmal Jain Independent Director 30/09/2014 30/05/2013 -
8. Shri Devinder Gulati Independent Director 30/09/2014 09/07/2013
9. Shri Sunil Kumar Jain Chief Financial Officer 28/03/2015 01/04/2009 -
10 Smt.Reena Jain Company Secretary - 03/03/2008 -

Mr.Sunil Kumar Jain,Chief Financial Officer of the company has been designated as key managerial personnel of the Company as required by section 203 of the Companies Act,2013.

Mr.Vikas Kothari was appointed as an Additional Director and Whole Time Director for the period of 3 years with effect from March 28,2015.Mr.Sunil Kothari retires by rotation at ensuing Annual General Meeting & being eligible has offered himself for re-appointment.

INDEPENDENT DIRECTORS AND DECLARATION

Mr.P.C.Jain,Mr.Sukmal Jain,and Mr.Devinder Gulati have been appointed as the independent directors of the Company as per Section 149(10) of the Companies Act,2013 on 30/09/2014 for a term of 5 years.

Mrs.Ranjana Jain was also appointed as Independent Director of the Company on 28th March,2015.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under Section 149 (7) of the Act and Clause 49 of the Listing Agreement.

BOARD EVALUATION

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 Act and the corporate governance requirements as prescribed by Securities and Exchange Board of India ("SEBI") under Clause 49 of the Listing Agreements (‘`Clause 49").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 processes,information and functioning,etc.The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees,effectiveness of committee meetings,etc.

The Board and the Nomination and Remuneration Committee ("NRC") reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the Board and committee meetings like preparedness on the issues to be discussed,meaningful and constructive contribution and inputs in meetings,etc.In addition,the Chairman was also evaluated on the key aspects of his role.

Independent Directors in their seperate meeting reviewed & evaluated the performance of non-independent directors,board as a whole,Managing Director & the Chairman taking into account the views ofexecu tive directors and non-executive directors & criteria laid down by the nomination & remuneration committee.

The policy of the familiarisation programmes of Independent Directors are put up on the website of the Company at the link: http: //www.ommetals.com/sites/default/riles/familiarisation%20programme.pdf

NOMINATION AND REMUNERATION COMMITTEE:

As per the section 178(1) of the Companies Act,2013 the Company’s Nomination and Remuneration Committee comprises of three Nonexecutive Directors.

Name of the Director Position held in the Committee Category of the Director
Mr.Sukmal Jain Chairman Non Executive Independent Director
Mr.P.C.Jain Member Non Executive Independent Director
Mr.Devinder Gulati Member Non Executive Independent Director

Terms of Reference:

a) To formulate a criteria for determining qualifications,positive attributes and independence of a Director.

b) Formulate criteria for evaluation of Independent Directors and the Board.

c) Identify persons who are qualified to become Directors and who may be appointed in Senior Management in accordance with the criteria laid down in this policy.

d) To carry out evaluation of every Director’s performance.

e) To recommend to the Board the appointment and removal of Directors and Senior Management.

f) To recommend to the Board policy relating to remuneration for Directors,Key Managerial Personnel and Senior Management.

g) Ensure that level and composition of remuneration is reasonable and sufficient,relationship of remuneration to performance is clear and meets appropriate performance benchmarks.

h) To devise a policy on Board diversity.

i) To carry out any other function as is mandated by the Board from time to time and /or enforced by any statutory notification,amendment or modification,as may be applicable.

j) To perform such other functions as may be necessary or appropriate for the performance of its duties.

Remuneration to Executive Directors:

The remuneration paid to Executive Directors is recommended by the Nomination and Remuneration Committee and approved by Board in Board meeting,subject to the subsequent approval of the shareholders at the General Meeting and such other authorities,as may be required.The remuneration is decided after considering various factors such as qualification,experience,performance,responsibilities shouldered,industry standards as well as financial position of the Company.

Remuneration to Non Executive Directors:

The Non Executive Directors are paid remuneration by way of Sitting Fees.The Non Executive Directors are paid sitting fees for each meeting of the company attended by them.

The policy under sub section (3) of section 178 of the Companies Act.2013.adopted by board is appended as Annexure IV to the Board’s Report.

The Remuneration to Executive Directors and KMP are in affirmation of the Nomination and Remuneration Policy.

AUDIT COMMITTEE:

According to Section 177 of the Companies Act,2013 the Audit Committee is comprised of the following directors:

Name of the Director Position held in the Committee Category of the Director
Mr.Devinder Gulati Chairman Non Executive Independent Director
Mr.Chandra Prakash Kothari Member Executive Director
Mr.P.C.Jain Member Non Executive Independent Director
Mr.Sukmal Jain Member Non Executive Independent Director

AUDITORS

At the Annual General Meeting held on September 30,2014,M/s M.C.Bhandari & Co.,Chartered Accountants,were appointed as Statutory auditor bearing ICAI Registration No.303002E,to hold the office till the conclusion of the Annual Genera] Meeting to be held in the year 2017.In terms of the first proviso to the Section 139 of the Companies Act 2013,the appointment of the auditors shall be placed for ratification at ensuing Annual General Meeting.

AUDITORS’ REPORT

The Auditors’ Report to the members on the Accounts of the Company for the financial,year ended March 31.2015 does not contain any qualification,reservations or adverse remarks.The Notes to the Accounts referred to in the Auditors Report are self explanatory and therefore do not call for any further explanation.

SECRETARIAL AUDITOR

M/s JAKS and Associates,Company Secretaries were appointed to conduct the secretarial audit of the Company for the financial year 2014- 15 as required under the Companies Act,2013 and rules made thereunder.The report does not contain any qualification,reservations or adverse remarks.The Secretarial Audit report for FY 2014-15 forms part of the Annual Report as Annexure V to the Board’s Report.

COST AUDITOR

M/s.M.Goyal & Co.,Cost Accountants,were appointed as the Cost Auditor of the Company for the period ended March 31,2015.

VIGIL MECHANISM

As per Section 177(9) and (10) of the Companies Act.2013,and as per the Clause 49 of the Listing Agreement,the company has established Vigil Mechanism for directors and employees to report genuine concerns and made provisions for direct access to the chairperson of the Audit Committee.Company has formulated the present policy for establishing the vigil mechanism/ Whistle Blower Policy to safeguard the interest of its stakeholders,Directors and employees,to freely communicate and address to the Company their genuine concerns in relation to any illegal or unethical practice being carried out in the Company.

The said policy has been also put up on the Website of the Company at the following link http: //www.ommetals.com/sites/default/files/Vigil%20Mechnasim%20policv.pdf

RISK MANAGEMENT

The Board of the Company has formed a Risk Management Committee to frame,implement and monitor the risk management plan for the Company.The committee is responsible for reviewing the risk management plan and ensuring its effectiveness.The audit committee has additional oversight in the area of financial risks and controls.Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis.

The development and implementation of risk management policy has been covered in the management discussion and analysis,which forms part of Annual report.

LOANS,GUARANTEES AND INVESTMENTS

The Company being engaged in the business of providing infrastructural facilities hence in terms of Section 186 (11)(a) the provisions of Section 186 except sub-section (1) are not applicable to the Company.

RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were on an arm’s length basis and.were in the ordinary course of business and approval of the Board of Directors & shareholders was obtained wherever required.Further all the necessary details of transaction entered with the related parties are attached herewith in Form No.AOC-2 for your kind perusal ami information.(Annexure VII)

The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Company’s website at the link: http: //www.ommetals.coin/sites/default/files/Relaled%20Partv%20Policv.pdf

CORPORATE SOCIAL RESPONSIBILITY

The brief outline of the Corporate Social Responsibility (CSR) Policy of the Company and the initiatives undertaken by (he Company on CSR activities during the year and Annual Report on CSR Activities are set out in Annexure III of this Report.The policy is available on the website of the Company.

EXTRACTS OF ANNUAL RETURN

The Extract of Annual Return as required under section 92(3) of the Companies Act,2013 and rule 12(1) of the Companies (Management and Administration) Rules,2014,in Form MGT-9 is annexed herewith for your kind perusal and information.(Annexure: VI)

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The information required under Section 197 of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of managerial Personnel) Rules,2014 are given below:

A) Remuneration paid to Managing and Whole Time Directors

Directors of the Company Remuneration in FY 2014-15 ( Rs.In Lacs) Remuneration in FY 2013-14 (Rs.hi Lacs) % increase/decrease in remuneration Ratio to Median remuneration
Mr C.P.Kothari 82.80 58.04 42.66 92.00
Mr.D.P.Kothari 72.80 48.86 48.99 80.89
Mr.Sunil Kothari 84.00* 50.68 68.86 93.33
Mr.Vikas Kothari**(w.e.f 28.03.2015) - - - N.A.

*Based on Annualized Salary

**Since this information is for part of the year,the same is not comparable.

B) Remuneration paid to KMPs

KMPs of the Company Remuneration in FY 2014-15 (Rs.In Lacs) Remuneration in F Y 2013-14 (Rs.hi Lacs) % increase/decrease in remuneration Ratio to Median remuneration
Mr.Sunil Kumar Jain 6.00 6.00 0 6.67
Mrs.Reena Jain 3.45 2.81 22.77 3.83

C) The median remuneration of employees was Rs.90000 in financial year 2014-15 and Rs.86400 in financial year 2013-14.There was increase 4.2% in MRE in financial year 2014-15 of as compared to financial year 2013-14.

D) Number of permanent employees on the rolls of Company was 255 employees as on 31.03.2015.

E) The total Turnover of the Company declined during the financial year 2014-15 as compared to financial year 2013-14 by 29.75 % and the net profit declined by 24.06%.The decline in Turnover and Profit is due to the reason that new projects of the company were at the initial stage and will generate the turnover and profits in coming years.

F) The aggregate remuneration of the employees was increased by 33.01 % over the previous financial year.

G) The increase in total remuneration of managing directors and whole-time directors and KMPs was 49.68% over the previous financial year.

H) The total revenue decline by 29.75 % but the increase in remuneration is in line with the market trends.

I) Comparison of each remuneration of the kcv managerial personnel against the performance of the Company:

Mr.C.P.Kothari, Chairman Mr.D.P.Kothari, Managing Director Mr.Sunil Kothari, Joint Managing Director * Mr.Vikas Kothari, Whole Time Director** Mr.S.K.Jain, Chief Financial Officer Mrs.Reena Jain, Company Secretary
Remuneration in FY 15 (in Lakhs) 82.80 72.80 84.00 - 6.00 3.45
Revenue (in Lakhs) 22205.19
Remuneration as % of Revenue 0.37 0.32 0.37 0.02 0.01
Probit before Tax (PBT) (in Lakhs) 3478.65
Remuneration (as % of PBT) 2.38 2.09 2.41 - 0.17 0.09

*Based on Annualized Salary

**Since this information is for part of the year,the same is not comparable.

J) Variations in the market capitalization of the Company,price earnings ratio at the closing date of the current financial year and previous financial year

Particulars March 31.2015 March 31.2014 % Change
Market Capitalisation (in Lakhs) 37221.42 19260.76 93.25
Price Earning Ratio 12.80 5.04 153.97

K) The closing share price of the Company at BSE and NSE on 31st March,2015 being Rs.38.65/- and Rs.38.55/- respectively per equity share of face value of Re.1/- each has decreased since the last offer for sale made in the year 1995 (Offer Price was Rs.50/- per equity share of face value of Rs.10/- each )

L) Average Salary increase of non-managerial employees was 5.37% and that of managerial employees 49.68% in financial year 2014- 15.The average % increase for managerial personnel is higher as their salaries were lower as compared to the benchmark data.

M) No Director received any variable component of remuneration in the financial year 2014-15.

N) None of the employees,who are not directors but receive remuneration in excess of the highest paid director during the year O) Remuneration paid during the year ended 31st March,2015 is as per the Remuneration Policy of the Company.

PERSONNEL

The Labour Management relation has been cordial during the year under review.

Disclosure Under the Sexual Harassment of Women at Workplace (Prevention.Prohibition and RedressaD Act.2013

The Company has in place a Policy for Prevention of Sexual Harassment at Workplace as per requirement of the Sexual Harassment of Women at Workplace (Prevention,Prohibition and Redressal) Act,2013.Internal Complaint Committee has been set up to redress the complaints received regarding sexual harassment.All employees (permanent,contractual,temporary,trainees) are covered under this policy.No Complaint has been received during the year ended 31st March,2015 in this regard.

LISTING

The Equity Shares of the Company continue to remain listed with the National Stock Exchange (NSE) and Bombay Stock Exchange (BSE).The listing fees payable to the exchanges for the financial year 2014-15 have been paid.

EXTERNAL RATING

CARE has assigned ratings symbol of A minus & PR1 to company and company has accepted it.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review,as stipulated under Clause 49 of the Listing Agreement is presented in a separate section forms part of the Annual Report.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has a well-defined Internal Control system which is adequate and commensurate with the size and nature of business.Clear roles,responsibilities and authorities,coupled with internal information systems,ensure appropriate information flow to facilitate effective monitoring.Adequate controls are established to achieve efficiency in operations,optimum utilization of resources and effective monitoring thereof and compliance with applicable laws.An exhaustive programme of internal audits,including all Branches of the Company all over India,review by management,and documented policies,guidelines and procedures,supplement the internal control system.

The Audit Committee regularly reviews the adequacy and effectiveness of the internal controls and internal audit function.No reportable material weakness in the design or operation was observed.

CORPORATE GOVERNANCE

Your Company has been followings principles of good Corporate Governance Practices over the years.Your Company has complied with the Corporate Governance Code as stipulated under the Listing Agreement with the Stock Exchanges.A separate section on Corporate Governance along with certificate from the Auditors confirming compliance is annexed forms part of the Annual Report.

Details of litigations pending or significant or material orders which were passed by the Regulators or Courts or Tribunals is provided under Independent Auditor’s Report

DEPOSITS

The company has not accepted any Fixed Deposits and,as such,no amount of principle or interest was outstanding as of the Balance Sheet date.

ACKNOWLEDGEMENTS

Your Directors deeply appreciate the valuable co-operation and continued support extended by the Company’s Bankers,Financial Institutions,Government agencies,Collaborators,Stockiest,Dealers,Business Associates,and also the contribution of all employees to the Company.

On Behalf of the Board of Directors
D.P.Kothari Sunil Kothari
Date: 30th May,2015 Managing Director Jt.Managing Director
Place: Delhi DIN: 00200342 DIN: 00220940

ANNEXURE TO DIRECTORS’ REPORT

PARTICULARS OF ENERGY CONSERVATION,TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Information in accordance with the provisions of Section 134(3) (m) of the Companies Act,2013 read with Rule 8(3) of The Companies (Accounts) Rules,2014:

A) Conservation of energy:

a) Energy Consumption Measures taken:

Om Metals is committed to energy conservation and is continuously looking for energy efficient.Energy conservation is through well planned actions such as quality preventive maintenance,machinery upgradation,modernization and introduction of sophisticated control system.The installation of efficient transformers and stabilizers to reduce the electric fluctuation and consumption

b) Steps taken by the company for utilising alternate sources of energy:

The Company is always looking forward to explore renewable energy production.The Company has Wind power plant in Rajasthan,350 Kw for captive consumption in Hotel Om Tower,a unit of the Company.

c) Capital Investment on Energy conservation equipments: NIL

B) Technology Absorption:

The efforts made towards Technology Absorption,Adaption and Innovation

(i) Efforts made & benefits derived towards improvement in technology of machines and equipment: NIL

(ii) Technology imported during the last 5 year: None but technical collaboration done with overseas co.

C) Foreign Exchange Earning and Outgo:

a) Activities relating to exports,initiatives taken to increase exports,development of new export,development of new export markets for products and service and export plans.

b) Total foreign exchange used and earned.

31.03.2015 31.03.2014
1.Earning by ways of:
a) Exports 2758.57 269.49
b) Service 2.06 2.18
II.Outgo by way of
a) ClF VaIue of Import 2.75 116.80
b) Travelling & Other Expenses 816.51 284.96
c) Capital Goods 1.43 2.66

Statement pursuant to first proviso to sub-section (3) of section 129 of the Companies Act 2013,read with rule 5 of Companies (Accounts) Rules,2014 in the prescribed Form AOC-1 relating to subsidiary companies.

PART "A": SUBSIDIARIES

Name of Subsidiary Om Metals Consortium Private Limited Om Metals Real Estate Private Limited Skywave Impex Limited Om Metals Ratnakar Private Limited Om hydromech Private Limited Om Kothari hotels Private Limited Ora Automotors Private Limited Mayura Capital Advisors Private Limited
Share Capital 22100000 100000 4502370.00 100000 100000 100000 100000 100000
Reserves & Surplus 444467846.79 436143.08 6351323.76 428747.00 8558437 606.00 -5214225 -914633.33
Total Assests 2174864218.45 812232428.08 10922102.76 162950693 44295227 84484930 27509522 37522726.67
Total Liabilities 1708296371.66 811696285 68409 162421946 35636790 84384324 32623747 38337360
Investment 25000 496730102 - - - - - -
Turnover/Total Income 890005088.21 265411 353810.75 120000.00 - 16884.00 789560 -
Profit before Taxation 41312399.34 218335.99 316177.75 106782 -164703 - -1431627 -30378.00
Provision for Taxation 15000000 68000 - 32300 - - - 12360.00
Profit after Taxation 26312399.34 150335.99 316177.75 74482 -164703 - -1431627 -42738
Proposed Dividend - - - - - - - -
% of Shareholding 100 100 100 100 100 100 100 100

PART "B": ASSOCIATES AND JOINT VENTURES

Statement pursuant to Section 129 (3) of the Companies Act,2013 related to Associate Companies and Joint Ventures

S. No. Name of Associates/Joint Ventures Latest audited Balance Sheet Date

Shares of Associate/Joint Ventures held by the company on the year end

Net worth attributable to Shareholding as per latest

Profit/loss for the year (After Tax)

Description of how there is significant influence Reason why the associate/ joint venture
No. Amount of Investment in Associates/ Joint Venture ( in crore) Extent of Holding % audited Balance Sheet (Rs incrore) Considered in Consolidation (Rs incrore) Not Considered in Consolidation (? incrore) is not consolidated
1. Bhilwara Jaipur Toll Road Private Limited 31.03.2015 3382208 508970060 49% 100.98 -1.995 -2.076 Note (a) -
2. Om Metals- SPML Infraprojects Private Limited 31.03.2015 4999 49990 49.99% 3.9330 0.0332 0.0332 Note (a) -
3. Gurha thermal Power Company Limited 31.03.2015 25000 250000 50% 0.05 0.00 0.00 Note (a) -
4. Pondicherry Port Limited 31.03.2015 181596 47229960 50% -3.637 -1.088 -1.088 Note (a) -
5. Sanmati Infra Developers Pvt.Ltd. 31.03.2015 500000 5000000 25% -0.6104 -0.3738 -0.3738 Note (b) -
6. Om Gaima Projects Private Limited 31.03.2015 10189 1198783 46.96% 0.0165 -0.00068 -0.00077 Note (b) -

Note (a): There is significant influence by virtue of Joint Control Note (b): There is significant influence due to % of Shareholding.

For and on behalf of Board of Directors
Place: Delhi Dated: 30.05.2015 D.P.Kothari Sunil Kothari Reena Jain S.K.Jain
(Mg.Director) (Joint Mg.Director) (Company Secretary) (CFO)
DIN: 00200342 DIN: 00220940

ANNUAL REPORT ON CSR ACTIVITIES

• A brict outline ot the Company’s CSR Policy including overview of protects or programs proposed to be undertaken and a reference to the web-link to the CSR Policy and projects or programs:

CSR policy of the Company is aimed at demonstrating care for the community through its focus on education & skill development,health & wellness and environmental sustainability.Also embedded in this objective is support to the disadvantaged/marginalized cross section of the society by providing opportunities to improve their quality of life.

The projects undertaken will be within the broad framework of Schedule VII of the Companies Act,2013.The CSR projects carried out in FY 2014-15 such as training of youth to promote employability,job opportunities to speech and hearing impaired graduates.AIDS awareness programmes,training of women to encourage entrepreneurship,education of underprivileged children,blood donation and health camps,Rojgaar Shivir,Swachh Bharat Abhiyan,,etc.have benefitted the target communities across the country.

Details of the CSR policy and projects or programmes undertaken by the Company are available on the website of the Company.TheV&linktoCSRFblicyis http: //www.ommetals.coin/sites/default/files/csr-policv.pdf

• The composition of the CSR committee:

The Company has a CSR committee of directors comprising of Mr.Sukmal Jain,Chairman of the Committee,Mr.P.C.Jain and Mr,Chandra Prakash Kothari.

• Average net profit of the company for last three financial years for the purpose of computation of CSR:

Rs.38.50 crores

• Prescribed CSR Expenditure (two per cent of Average Net Profit as above):

Rs.77 Lakhs

• Details of CSR spent during the financial year:

a. Total amount to be spent for the financial year: Rs.77 Lakhs

b. Total amount spent for the financial year: Rs.75 Lakhs

c. Amount unspent: Rs.2 lakhs

d. Manner in which the amount spent during the financial year: Attached

• In case the company has failed to spend the two per cent of the average net profit of the last three financial years or any part thereof,the company shall provide the reasons for not spending the amount in its Board report:

The Company has spent Rs.75 Lakhs in comparison to eligible of Rs.77 Lakhs.Some of our CSR programs were under consideration at the end of financial year likely to be completed in coming years.

The details of Expenses on CSR Projects /Activities are as under:

S. No. CSR project or Activity Identified Sector in which the project is covered (clause no.of Schedule VII to the Companies Act,2013,as amended Project of Program (1) Local Area or Other (2) Specify the State and district where projects or programs was undertaken Amount Outlay (Budget) Project or Program wise (inLakhs) Amount spent on the Projects or Programs Sub Heads: (1) Direct Expenditure on Projects or Programs (2) Overheads (in Lakhs) Cumulative Expenditure upto the reporting period i.e.FY 2014- 2015 (in Lakhs) Amount Spent Direct or through Implementing Agency
1. Contribution to Ora Kothari Foundation engaged in socioeconomic development Activities such as: Various sector covered by Schedule VII of the companies Act 2013 Kota, Rajasthan

75

75

75

Through Om Kothari Foundation
(A) Training and educating children,women,elderly,differently-abled,scholarships,special education and increasing employability
(B) Blood donation camps
( C ) Health camps like AIDS awareness programs.Swine Flu awareness and prevention camps,Pink Athon rally for prevention of cancer,Anti Tobacco Rally,Yoga and meditation
(D) Swachh Bharat Abhiyan
Sub-total 75 75 75
Overhead - - -
Total CSR Spend 75 75 75

The Responsibility Statement of the Corporate Social Responsibility (CSR) Committee of the Board of Directors of the Company is reproduced below:

‘The implementation and monitoring of Corporate Social Responsibility (CSR) Policy,is in compliance with CSR objectives and policy of the Company.

Dharain Prakash Kothari Sukmal Jain
Date: 30thMay,2015 Managing Director Chairman,CSR Committee
Place: Delhi (DIN: 00200342) (DIN: 00647563)

ANNEXUREIV A

POLICY FOR SELECTION OF DIRECTORS AND DETERMINING DIRECTORS’ INDEPENDENCE Qualifications and Criteria:

1. The Nomination and Remuneration Committee,and the Board,shall review on an annual basis,appropriate skills,knowledge and experience required of the Board as a whole and its individual members.The objective is to have a Board with diverse background and experience that are relevant for the Company’s global,operations.

2. In evaluating the suitability of individual Board members,the Committee may take into account factors,like General understanding of the Company’s business dynamics,global business and social perspective; Educational and professional background,standing in the profession; Personal and professional ethics,Integrity and values; Willingness to devote sufficient time and energy in carrying out their duties and responsibilities effectively.

3. The proposed appointee shall also fulfill the basic requirements of the Companies Act,2013 and Rules made thereunder to become Director or KM P.

4. The person shall abide the Code of Conduct established by the Company for Directors and Senior Managemen t Personnel.

Criteria of Independence:

1. The Committee shall assess the independence of Directors at the time of appointment / re-appointment.The Independent Directors shall give the declaration of independence at the time of appointment/reappointment and in the First Meeting of the Board in every Financial Year.

2. The criteria of independence shall be as per Sectiomn 149(6) of the Companies Act,2013 and Clause 49 of the Equity Listing Agreement.

3. The Independent Directors shall also abide the "Code for Independent Directors" as specified in Schedule IV to the Companies Act,2013.

Other directorships / committee memberships:

The Director of the Company shall not serve as an Independent Director in more than 7 Listed Companies and not more than 3 Listed Companies in case he is serving as a Whole-time Director in any Listed Company.

The Director shall not be a member in more than 10 Committees or act as Chairman of more than 5 Committees across all companies in which he holds directorships.For the purpose of considering the limit of die Committees,Audit Committee and Stakeholders’ Relationship Committee of all Public Limited Companies,whether listed or not,shall be included.

ANNEXUREIV B

REMUNERATION POLICY FOR DIRECTORS,KEY MANAGERIAL PERSONNEL AND OTHER EMPLOYEES

1. OBJECTIVE

The Key Objectives of the Committee would be:

• To guide the Board in relation to appointment and removal of Directors.Key Managerial Personnel and Senior Management.

• To evaluate the performance of the members of the Board and provide necessary report to the Board for further evaluation.

2. ROLE OF THE COMMITTEE

.The role of the Committee inter alia will be die following:

• To formulate a criteria for determining qualifications,positive attributes anti independence of a Director.

• Formulate criteria for evaluation of Independent Directors and the Board.

• Identify persons who are qualified to become Directors and who may be appointed in Senior Management in accordance with the criteria laid down in this policy.

• To carry out evaluation of every Director’s performance.

• To recommend to the Board the appointment and removal of Directors and Senior Management.

• To recommend to the Board policy relating to remuneration for Directors,Key Managerial Personnel and Senior Management.

• Ensure that level and composition of remuneration is reasonable and sufficient,relationship of remuneration to performance is clear and meets appropriate performance benchmarks.

• To devise a policy on Board diversity.

• To carry out any other function as is mandated by the Board from time to time and / or enforced by any statutory notification,amendment or modification,as may be applicable.

• To perform such other functions as may be necessary or appropriate for the performance of its duties.

3. CHAIRMAN

• Chairman of the Committee shall be an Independent Director.

4. FREQUENCY OF MEETINGS

The meeting of the Committee shall be held at such regular intervals as may be required.

5. APPOINTMENT AND REMOVAL OF DIRECTOR,KMP AND SENIOR MANAGEMENT Appointment criteria and qualifications:

• The Committee shall identify and ascertain the integrity,qualification,expertise and experience of the person for appointment as Director,KMP or at Senior Management level and recommend to the Board his / her appointment.

• A person should possess adequate qualification,expertise and experience for the position he / she is considered for appointment.The Committee has discretion to decide whether qualification,expertise and experience possessed by a person are sufficient / satisfactory for the concerned position.

• The Company shall appoint or continue the employment of any person as Managing Director/Whole-time Director/Manager/ Director as per requirements of the Companies Act,2013 and Rules made thereunder.

Evaluation:

The Committee shall carry out evaluation of performance of every Director,KMP and Senior Management at regular interval (yearly) as per the criteria laid down.

Removal:

Due to reasons for any disqualification mentioned in the Companies Act,2013,rules made thereunder or under any other applicable Act,rules and regulations,the Committee may recommend,to the Board with reasons recorded in writing,removal of a Director,KMP or Senior Management subject to the provisions and compliance of the said Act,rules and regulations.

Retirement:

The Director,KMP and Senior Management shall retire as per the applicable provisions of the Companies Act,2013 and the prevailing policy of the Company.The Board will have the discretion to retain the Director,KMP,Senior Management in the same position / remuneration or otherwise even after attaining the retirement age,for the benefit of the Company.

6. PROVISIONS RELATING TO REMUNERATION OF MANAGERIAL PERSON,KMP AND SENIOR MANAGEMENT General:

The remuneration / compensation / commission etc.to Managerial Person,KMP and Senior Management Personnel will be determined by the

Committee and recommended to the Board for approval.The remuneration /compensation / commission etc.st)all be subject to the prior/post approval of the shareholders of the Company and Central Government,wherever required.

The remuneration and commission to be paid to Managerial Person shall be as per the statutory provisions of the Companies Act,2013,and the rules made thereunder for the time being in force.

Increments to the existing remuneration / compensation structure may be recommended by the Committee to the Board which should be within the slabs approved by the Shareholders in the case of Managerial Person.Where any insurance is taken by the Company on behalf of its Managerial Person,KMP and any other employees for indemnifying them against any liability,the premium paid on such insurance shall not be treated as part of the remuneration payable to any such personnel,Provided that if such person is proved to be guilty,the premium paid on such insurance shall be treated as part of the remuneration.

Remuneration to Managerial Person,KMP and Senior Management:

Fixed pay:

Managerial Person.KMP and Senior Management shall be eligible for a monthly remuneration as may be approved by the Board on the recommendation of the Committee in accordance with the statutory provisions of the Companies Act,2013,and the ru les made thereunder for the time being in force.The break-up of the pay scale and quantum of perquisites including,employer’s contribution to P.F,pension scheme,medical expenses,club fees etc.shall be decided and approved by the Board on the recommendation of the Committee and approved by the shareholders and Central Government,wherever required.

Minimum Remuneration:

If,in any financial year,the Company has no profits or its profits are inadequate,the Company shall pay remuneration to its Managerial Person in accordance with the provisions of Schedule V of the Companies Act,2013.

Remuneration to Non-Executive / Independent Director:

Remuneration / Commission:

The remuneration / commission shall be in accordance with the statutory provisions of the Companies Act,2013,and the rules made thereunder for the time being in force.

Sitting Fees:

The Non- Executive / Independent Director may receive remuneration by way of fees for attending meetings of Board or Committee thereof.Provided that the amount of such fees shall not exceed the maximum amount as provided in the Companies Act,2013,per meeting of the Board or Committee or such amount as may be prescribed by the Central Government from time to time.

Limit of Remuneration /Commission:

Remuneration /Commission may be paid within the monetary limit approved by shareholders,subject to the limit not exceeding 1% of the net profits of the Company computed as per the applicable provisions of the Companies Act,2013.

Options:

An Independent Director shall not be entitled to any stock option of the Company.

SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED ON 31st MARCH,2015

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

To,

The Members,

Om Metals Infraprojects Limited

We have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by Om Metals Infraprojects Limited (hereinafter called the company).Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing my opinion thereon.

Based on our verification of the Om Metals Infraprojects 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,We hereby report that in our opinion,the company has,during the audit period covering the financial year ended on 31st March,2015,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:

We have examined the books,papers,minute books,forms and returns filed and other records maintained by M/s.Om Metals Infraprojects Limited for the financial year ended on 31st March,2015 according to the provisions of:

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

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

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

(iv) Foreign Exchange Management Act,1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment and Overseas Direct Investment and External Commercial Borrowings.There is no such event occurred during the period under review.

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

(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 (Issue of Capital and Disclosure Requirements) Regulations,2009.There is no issue of securities during the period under review.

(d) The Securities and Exchange Board of India (Employees Stock Option Scheme and Employees Stock Purchase Scheme) Guidelines,1999.Not applicable to the company during the period under review.

(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations,2008.Not applicable to the company during the period under review.

(f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations,1993 regarding die Companies Act and dealing with client;

(g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations,2009.Not applicable to the company during the period under review.

(h) The Securities and Exchange Board of India (Buy Back of securities) Regulations,1998.Not applicable to the company during the period under review.

(vi) and other applicable Laws like Factories Act,1948; The Payment of Gratuity Act,1972,Industrial Disputes Act,1947; The Payment of wages Act,1936; Employees State Insurance Act,1948; The Employees’ Provident Fund and Misc.Provisions Act,1952; The Payment of Bonus Act,1985; The Contract Labour (Regulation & Abolition) Act,1970.

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

(i) Secretarial Standards issued by The Institute of Company Secretaries of India.Not applicable to the Company being not notified during the period under review.

(ii) The Listing Agreements entered into by the Company with Bombay Stock Exchange (BSE) and National Stock Exchange (NSE).

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

We further report that-

The Board of Directors of the Company is duly constituted with proper balance of Executive Directors,Non-Executive Directors and Independent Directors.The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act.

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 die dissenting member’s views are captured and recorded as part of die minutes.

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

This Report is to be read with our letter of even date which is annexed as "Annexure A" and forms as an integral part of this report.

For JAKS & Associates
Company Secretaries
Firm Regn.No.P2014RJ033600
[BKSHARMA]
Partner
Place: Jaipur M.No.: FCS-6206
Date: 30th May,2015 COP No.: 12636

`Annexure A`

To,

The Members,

Om Metals Infraprojects Limited

Our report of even date is to be read along vviih this letter.

1. Maintenance of secretarial record 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 verification was done on the lest basis to ensure that correct facts are reflected in secretarial records.We believe that die processes and practices we followed provide reasonable basis of our opinion.

3. We have not verified the correctness and appropriateness of financial records and Books of Accounts of the company.We have relied upon the Report of Statutory Auditors regarding compliance of Companies Act,2013 and Rules made thereunder relating to maintenance of Books of Accounts,papers and financial statements of the relevant Financial Year,which give a true and fair view of the stale of the affairs of the company.

4. We have relied upon the Report of Statutory Auditors regarding compliance of Fiscal Laws,like the Income Tax Act,1961 & Finance Acts,the Customs Act,1962,the Central Excise Act,1944 and Service Tax.

5. Wherever required,we have obtained the Management representation about the compliances of laws,rules and regulations and happening of events etc.

6. The compliances of the provisions of corporate and other applicable laws,rules,regulations,standards is the responsibility of management.Our examination is limited to the verification of procedures on test basis.

7. The Secretarial Audit report is neither an assurance as to the future viability of the company nor of the efficacy or effectiveness with which the management has conducted the affairs of the company.

For JAKS & Associates
Company Secretaries
Firm Regn.No.P2014RJ033600
IBKSHARMA]
M.No.: FCS - 6206
Place: Jaipur Partner
Date: 30th May,2015 COP No.: 12636

???

Widgets Magazine

Sensex

Company Price Gain (%)
Adani Ports231.952.95
Lupin1,740.752.15
Bajaj Auto2,702.001.56
Hind. Unilever921.501.47
Cipla528.151.47
Widgets Magazine

Online Portfolio

You can create Online Portfolio here using the below button.

Widgets Magazine