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Om Metals Infraprojects Ltd - Directors' Report

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Deai' Members

Your Directors have pleasure in presenting 43"' Annual Report of your Companytogether with the Audited Financial Statement and the Auditor’s Report thereon forthe financial year ended 31st March2015.

Financial Highlights (Rs.In Lacs)

Particulars 2014-2015 2013-2014
Revenue from operations 22205.19 33332.51
Total expenditure before finance costdepreciation 18150.33 27519.38
Earnings before interesttaxdepreciation 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 identificationexecution and successfulimplementation of the projects in the infrastructure space.To strengthen the long-termprojects and ensuring sustainable growth in assets and revenueit is important for yourCompany to evaluate various opportunities in the different business verticals in whichyour Company operates.Your Company currently has several projects under implementation andcontinues to explore newer opportunitiesboth domestic and international.Your Board ofDirectors considers this to be in strategic interest of the Company and believe that thiswill greatly enhance the long-term shareholders' value.

At present your Company operates in three business sectors- Heavy Engineering cumconstruction.Real Estate and Infrastructure Projects and is actively exploring some newopportunities for diversifying in Industrial manufacturingOil and GaspackagingproductsFood and Agri warehousing and other allied potential scalable industries.

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



The Turnover of this division this year is Rs.22345.55 Lacs and profit is Rs 2633.36Lacs 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 constructioncontracts for Hydro mechanical equipment for Hydro Power and Irrigation projects.TheCompany post qualification in civil work for dam will qualify for complete EPC for damexcept EM package and shall address a larger share of hydro power project.This is a featfor diversifying in the civil construction space and the Company will not have to takerecourse to civil companies for meeting PQ norms for bidding in civil space.The Company isnow all geared up to encash the burgeoning opportunities in executing complete EPCcontract in the space of H M components and civil structure.The projects in Hydro powerspace involve multifarious activities viz.civil constructionelectromechanical componentand Hydro mechanical equipments.The Company has executed over 60 Hydro- Mechanical turnkeyprojects in power and irrigation.Recently the Company has executed designing tocommissioning of one of the world’s largest vertical lift gates at Koldam Hydroelectric project in Himachal Pradesh.The Company has also mobilized machinery and manpoweron a treacherousmountainous and difficult terrain for execution of the Uri Hydro electricProject at BaramulaSrinagar (8-9 Kms from Indo- Pak border).The company also doing EPCfor road project and this will further increase the addressing area in infra space.


The Turnover of this division this year is Rs.1544 Lacs and profit is Rs.272 Lacsagainst 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 developmentarea in Company /subsidiary /step subsidiary.Recently The Company has four realty projectsin MumbaiJaipurHyderabad and Kota.

Mumbai Project:

A redevelopment project of MH ADA in partnership under Om Metals Consortium (CMC) whereOMIL holds 17.5 % stake.Other developmental partners in the consortium are DB RealtyGroupSPML InfraMorya Housingand Mahima developers.This multi-storied residentialproject is spread across 6 acres and entitled to FSI which translate into appx -1.2 milsqft(subjected to all Govt clearances ).A premium of additional FSI available shall bepaid by OMC.

OMC has done a JV with DB realty for this project where DB realty would be incurring100% cost for the development and transfer 50% of salable area (i.e.06 mn sqft aftertransferring 0.2 mn sqft in SRA scheme) to OMC.As per expected Realization (Rs30000/sqft)OMIL for its 17.5% stake is expected to have a net post tax cash flow of Rs3-4 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 of6.3 lakh sqft with expected realization of TNR 10000-15000/ sqft.OMIL has invested INR 1.6bn for land and development cost is expected to be Rs 2-2.5 bn.The company expects togenerate Rs 7.0 bn of Revenue from this project over next 2-3 yearswhich translates intopretax profits of Rs 2-2.5 bn.

The project faced local hindrance and litigation in terms of its height etc.whichHon’ble supreme court of India in its order dated 19.3.2015 directed the appellantand JDA to withdraw all its cases against company.During FY 2014-15.OMILconsolidated tobook 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 MahindraLifespace for a residential project in HyderabadMahindraowns 80% of the built-up arearights in the 10-acre premium residential project called Ashvita’and OMDPL holds therights to the remaining area.The 20% share of built-up area under OMIL is 80000 sqft andexpected realization is '4500/sqft.(INR 0.36 Bn ).The project is catching good amount ofattraction 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 MalpuraKekri&Shahpura).The cost of the project is TNR 4.00 bn with INR 2.6 bn debt and INR 0.85bn VGFgrant from Govt.OMIL‘s Equity investment in the project is INR 0.7 bn and concessionperiod is 22 years.As per current trend of toll collection of last 4 monthstarget annualtoll collection of this project is -300 mn and is expected to reach to -400 mn in upcomingyears.The COD of the project has been achieved in December 2014 with some work left overwhich shall be completed in a month or so.


Going aheadthe Company aims to further enhance its skill-setscore strengthscapacityenhancementBuild a fleet of construction equipments to effectively and efficiently tackleeven bigger and more complex projects in this niche spacewithin 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.HydroEPCand Construction.

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

3. Establish presence in varied structural steel design & fabrication works inbridgeslarge 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 andirrigation.The government of India plans of River linking project which signals to hugescope for Om metals kind of work.


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


During the yearyour directors are pleased to recommend a final dividend of Re.0.20 perequity share of face value of Re.1 /- which is provided for in the accounts absorbing asum of Rs.23204340/- including corporate dividend tax of Rs.39.43578/if approved by Ihe members in the ensuing Annual General Meeting.

The dividend payout for the year under review is in accordance with the Company'spolicy of consistent dividend pay out keeping in view the Company’s need forcapitalits growth plans and the intent to finance such plans through internal accruals tothe maximum


The Board of Directors proposes to transfer Rs.15500000/- to General Reserve out ofthe amount available for appropriation.


The paid up Equity Share Capital as on March 312015 was Rs.963 Crore.During the yearunder reviewthe Company has not issued shares with differential voting rights nor grantedEmployee Stock Options or Sweat Equity Shares.


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

Pursuant to provisions of Section 129(3).of the Acta statement containing salientfeatures of the financial statements of the Company’s subsidiaries in Form AOC-1 isattached to the financial statements of the Company as Annexure II.

Pursuant to the provisions of section 136 of the Actthe financial statements of theCompanyconsolidated financial statements along with relevant documents and separateaudited accounts in respect of subsidiariesare 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 ahigh end residential project on a very prime parcel of 19000 at Jaipur.It hashired your company as EPC Contractor for structure building under architectural leadershipof Studio 18a renowned architecture firm of USA.The construction after some legal hurdleis in progress and scheduled for completion with in 24 month.The company has subcontracted the entire structural work to M/s Shapoorji Palonji.

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

SKYWAVE IMPEX LIMITED - This 100%' subsidiary is actively exploring agri and FMCGbusiness.

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

SANMATI INFRADEVELOPER PRIVATE LIMITED - This SPV wherein we own 25% stake alongwith 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 multiproduct SEZ in Pudduchery where 840 acre land has been acquired and balance 26 acre ispending.After the non clearance of this project we have moved to court for legalproceedings.

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

OM METALS-SPML INFRAPROJECTS PRIVATE LIMITED - A 457 Cr Kalisindh Dam project in aSPV created with SPML infra on 50: 50 basis is complete with some final leg work goingon.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 alignite based thermal project in Rajasthan.Some document formalities are pending fromRRVNL (Rajasthan Rajya Vidyut Nig am Ltd.) which is keeping financial closure of theproject on hold.

OM GAIMA PROJECTS PRIVATE LIMITED - This JV created with Spanian Company has nomore business to do and we have processed to close this company.


OM METALS CONSORTIUM ( Partnership firm) - This prestigious partnership firm fordevelopment of SRA project in Bandra Reclamation facing Bandra- Worli sea Link hascompleted the construction of the temporary transit camp.We have tied up with M/s GoregaonHotel Pvt Ltda 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.UriHEPChainera 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 isscheduled to complete by next year.

OM METALS -SPML JOINT VENTURE - This JV has bagged the kutch dam project fromSardar 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 smartinfrastructure in VLkranri Udyogpuri at Ujjain.

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

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

OM METALS RATNAKAR PRIVATE LIMITED - This Company has 9467 sq ft office space inPrime and aesthetic NBCC plazaDelhi purchased in this 100% subsidiary to house the entirecorporate and business development affairs of the Groupis fully functional andcontributing to expansion and diversification of the company in high potential areas.

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

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

OM KOTHARI HOTELS PRIVATE LIMITED - During the last year the company purchased aplot for construction of flats.The construction of this project "Om Eternity" isgoing 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 inHyderabad.Mahindra owns 80% of the built-up area rights in the 10-acre premium residentialproject 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 areprogressing very satisfactorily.

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

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

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

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

The Board of Directors of the Company has adopted the policy for the materialsubsidiarieswhich is available on the website of the company at


In accordance with the Companies Act2013 ("the Act") and Accounting Standard(AS) - 21 on Consolidated Financial Statements read with AS - 23 on Accounting forInvestments in Associates and AS - 27 on Financial Reporting of Interests in JointVenturesthe audited consolidated financial statement is provided in the Annual Report.

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

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

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


No material changes and commitments affecting the financial position of the Companyoccurred between the ends of the financial year to which these financial statements relateon the date of this report.


Nine meetings of the Board of Directors were held during the year.For furtherdetailsplease refer to the corporate governance reportwhich forms part of this report.


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

(a) In the preparation of the annual accountsthe applicable accounting standards hadbeen followed along with proper explanation relating to material departures;

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

(c) The directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets 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 directorsin the case of a listed companyhad laid down internal financialcontrols to be followed by the company and that such internal financial controls areadequate and were operating effectively.

(f) The directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.

Based on the framework of internal financial controls and compliance systemsestablished and maintained by the Companywork performed by the internalstatutory andsecretarial auditors and external consultants and the reviews performed by management andthe relevant board committeesincluding the audit committeethe board is of the opinionthat the Company’s internal financial controls were adequate and effective during thefinancial year 2014-15.


The particulars relating to conservation of energytechnology absorptionforeignexchange earnings and outgoas required to be disclosed under the Actare provided inAnnexure I to this Report.


The constitution of board of Directors and KMP of the company during the year 2014-15is 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 JainChief Financial Officer of the company has been designated as keymanagerial personnel of the Company as required by section 203 of the Companies Act2013.

Mr.Vikas Kothari was appointed as an Additional Director and Whole Time Director forthe period of 3 years with effect from March 282015.Mr.Sunil Kothari retires by rotationat ensuing Annual General Meeting & being eligible has offered himself forre-appointment.


Mr.P.C.JainMr.Sukmal Jainand Mr.Devinder Gulati have been appointed as theindependent directors of the Company as per Section 149(10) of the Companies Act2013 on30/09/2014 for a term of 5 years.

Mrs.Ranjana Jain was also appointed as Independent Director of the Company on 28thMarch2015.

The Company has received declarations from all the Independent Directors of the Companyconfirming that they meet the criteria of independence as prescribed both under Section149 (7) of the Act and Clause 49 of the Listing Agreement.


The Board of Directors has carried out an annual evaluation of its ownperformanceBoard committees and individual directors pursuant to the provisions of theAct and the corporate governance requirements as prescribed by Securities and ExchangeBoard of India ("SEBI") under Clause 49 of the Listing Agreements (‘'Clause49").The performance of the Board was evaluated by the Board after seeking inputsfrom all the directors on the basis of the criteria such as the Board composition andstructureeffectiveness of board processesinformation and functioningetc.The performanceof the committees was evaluated by the board after seeking inputs from the committeemembers on the basis of the criteria such as the composition of committeeseffectivenessof committee meetingsetc.

The Board and the Nomination and Remuneration Committee ("NRC") reviewed theperformance of the individual directors on the basis of the criteria such as thecontribution of the individual director to the Board and committee meetings likepreparedness on the issues to be discussedmeaningful and constructive contribution andinputs in meetingsetc.In additionthe Chairman was also evaluated on the key aspects ofhis role.

Independent Directors in their seperate meeting reviewed & evaluated theperformance of non-independent directorsboard as a wholeManaging Director & theChairman 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 thewebsite of the Company at the link:


As per the section 178(1) of the Companies Act2013 the Company’s Nomination andRemuneration 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 qualificationspositive attributes andindependence 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 inSenior 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 SeniorManagement.

f) To recommend to the Board policy relating to remuneration for DirectorsKeyManagerial Personnel and Senior Management.

g) Ensure that level and composition of remuneration is reasonable andsufficientrelationship of remuneration to performance is clear and meets appropriateperformance 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 notificationamendment or modificationas may be applicable.

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

Remuneration to Executive Directors:

The remuneration paid to Executive Directors is recommended by the Nomination andRemuneration Committee and approved by Board in Board meetingsubject to the subsequentapproval of the shareholders at the General Meeting and such other authoritiesas may berequired.The remuneration is decided after considering various factors such asqualificationexperienceperformanceresponsibilities shoulderedindustry standards aswell as financial position of the Company.

Remuneration to Non Executive Directors:

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

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

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


According to Section 177 of the Companies Act2013 the Audit Committee is comprised ofthe 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


At the Annual General Meeting held on September 302014M/s M.C.Bhandari &Co.Chartered Accountantswere appointed as Statutory auditor bearing ICAI RegistrationNo.303002Eto hold the office till the conclusion of the Annual Genera] Meeting to be heldin the year 2017.In terms of the first proviso to the Section 139 of the Companies Act2013the appointment of the auditors shall be placed for ratification at ensuing AnnualGeneral Meeting.


The Auditors’ Report to the members on the Accounts of the Company for thefinancialyear ended March 31.2015 does not contain any qualificationreservations oradverse remarks.The Notes to the Accounts referred to in the Auditors Report are selfexplanatory and therefore do not call for any further explanation.


M/s JAKS and AssociatesCompany Secretaries were appointed to conduct the secretarialaudit of the Company for the financial year 2014- 15 as required under the CompaniesAct2013 and rules made thereunder.The report does not contain anyqualificationreservations or adverse remarks.The Secretarial Audit report for FY 2014-15forms part of the Annual Report as Annexure V to the Board’s Report.


M/s.M.Goyal & Co.Cost Accountantswere appointed as the Cost Auditor of theCompany for the period ended March 312015.


As per Section 177(9) and (10) of the Companies Act.2013and as per the Clause 49 ofthe Listing Agreementthe company has established Vigil Mechanism for directors andemployees to report genuine concerns and made provisions for direct access to thechairperson of the Audit Committee.Company has formulated the present policy forestablishing the vigil mechanism/ Whistle Blower Policy to safeguard the interest of itsstakeholdersDirectors and employeesto freely communicate and address to the Companytheir genuine concerns in relation to any illegal or unethical practice being carried outin the Company.

The said policy has been also put up on the Website of the Company at the followinglink http: //


The Board of the Company has formed a Risk Management Committee to frameimplement andmonitor the risk management plan for the Company.The committee is responsible forreviewing the risk management plan and ensuring its effectiveness.The audit committee hasadditional oversight in the area of financial risks and controls.Major risks identified bythe businesses and functions are systematically addressed through mitigating actions on acontinuing basis.

The development and implementation of risk management policy has been covered in themanagement discussion and analysiswhich forms part of Annual report.


The Company being engaged in the business of providing infrastructural facilities hencein terms of Section 186 (11)(a) the provisions of Section 186 except sub-section (1) arenot applicable to the Company.


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

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


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


The Extract of Annual Return as required under section 92(3) of the Companies Act2013and rule 12(1) of the Companies (Management and Administration) Rules2014in Form MGT-9is annexed herewith for your kind perusal and information.(Annexure: VI)


The information required under Section 197 of the Act read with rule 5(1) of theCompanies (Appointment and Remuneration of managerial Personnel) Rules2014 are givenbelow:

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 yearthe 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 andRs.86400 in financial year 2013-14.There was increase 4.2% in MRE in financial year2014-15 of as compared to financial year 2013-14.

D) Number of permanent employees on the rolls of Company was 255 employees as on31.03.2015.

E) The total Turnover of the Company declined during the financial year 2014-15 ascompared to financial year 2013-14 by 29.75 % and the net profit declined by 24.06%.Thedecline in Turnover and Profit is due to the reason that new projects of the company wereat 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 theprevious financial year.

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

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

I) Comparison of each remuneration of the kcv managerial personnel against theperformance 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 yearthe same is not comparable.

J) Variations in the market capitalization of the Companyprice earnings ratio at theclosing 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 March2015 beingRs.38.65/- and Rs.38.55/- respectively per equity share of face value of Re.1/- each hasdecreased since the last offer for sale made in the year 1995 (Offer Price was Rs.50/- perequity share of face value of Rs.10/- each )

L) Average Salary increase of non-managerial employees was 5.37% and that of managerialemployees 49.68% in financial year 2014- 15.The average % increase for managerialpersonnel 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 year2014-15.

N) None of the employeeswho are not directors but receive remuneration in excess ofthe highest paid director during the year O) Remuneration paid during the year ended 31stMarch2015 is as per the Remuneration Policy of the Company.


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

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

The Company has in place a Policy for Prevention of Sexual Harassment at Workplace asper requirement of the Sexual Harassment of Women at Workplace (PreventionProhibition andRedressal) Act2013.Internal Complaint Committee has been set up to redress the complaintsreceived regarding sexual harassment.All employees(permanentcontractualtemporarytrainees) are covered under this policy.No Complaint hasbeen received during the year ended 31st March2015 in this regard.


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


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


Management Discussion and Analysis Report for the year under reviewas stipulated underClause 49 of the Listing Agreement is presented in a separate section forms part of theAnnual Report.


The Company has a well-defined Internal Control system which is adequate andcommensurate with the size and nature of business.Clear rolesresponsibilities andauthoritiescoupled with internal information systemsensure appropriate information flowto facilitate effective monitoring.Adequate controls are established to achieve efficiencyin operationsoptimum utilization of resources and effective monitoring thereof andcompliance with applicable laws.An exhaustive programme of internal auditsincluding allBranches of the Company all over Indiareview by managementand documentedpoliciesguidelines and proceduressupplement the internal control system.

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


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

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


The company has not accepted any Fixed Deposits andas suchno amount of principle orinterest was outstanding as of the Balance Sheet date.


Your Directors deeply appreciate the valuable co-operation and continued supportextended by the Company’s BankersFinancial InstitutionsGovernmentagenciesCollaboratorsStockiestDealersBusiness Associatesand also the contribution ofall employees to the Company.

On Behalf of the Board of Directors
D.P.Kothari Sunil Kothari
Date: 30th May2015 Managing Director Jt.Managing Director
Place: Delhi DIN: 00200342 DIN: 00220940



Information in accordance with the provisions of Section 134(3) (m) of the CompaniesAct2013 read with Rule 8(3) of The Companies (Accounts) Rules2014:

A) Conservation of energy:

a) Energy Consumption Measures taken:

Om Metals is committed to energy conservation and is continuously looking for energyefficient.Energy conservation is through well planned actions such as quality preventivemaintenancemachinery upgradationmodernization and introduction of sophisticated controlsystem.The installation of efficient transformers and stabilizers to reduce the electricfluctuation 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.TheCompany has Wind power plant in Rajasthan350 Kw for captive consumption in Hotel OmTowera unit of the Company.

c) Capital Investment on Energy conservation equipments: NIL

B) Technology Absorption:

The efforts made towards Technology AbsorptionAdaption and Innovation

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

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

C) Foreign Exchange Earning and Outgo:

a) Activities relating to exportsinitiatives taken to increase exportsdevelopment ofnew exportdevelopment 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 CompaniesAct 2013read with rule 5 of Companies (Accounts) Rules2014 in the prescribed Form AOC-1relating to subsidiary companies.


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


Statement pursuant to Section 129 (3) of the Companies Act2013 related to AssociateCompanies 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 issignificant 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


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

CSR policy of the Company is aimed at demonstrating care for the community through itsfocus on education & skill developmenthealth & wellness and environmentalsustainability.Also embedded in this objective is support to thedisadvantaged/marginalized cross section of the society by providing opportunities toimprove their quality of life.

The projects undertaken will be within the broad framework of Schedule VII of theCompanies Act2013.The CSR projects carried out in FY 2014-15 such as training of youth topromote employabilityjob opportunities to speech and hearing impaired graduates.AIDSawareness programmestraining of women to encourage entrepreneurshipeducation ofunderprivileged childrenblood donation and health campsRojgaar ShivirSwachh BharatAbhiyanetc.have benefitted the target communities across the country.

Details of the CSR policy and projects or programmes undertaken by the Company areavailable 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 JainChairman ofthe CommitteeMr.P.C.Jain and MrChandra Prakash Kothari.

• Average net profit of the company for last three financial years for the purposeof 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 netprofit of the last three financial years or any part thereofthe company shall provide thereasons 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 ourCSR programs were under consideration at the end of financial year likely to be completedin 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 Act2013as 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




Through Om Kothari Foundation
(A) Training and educating childrenwomenelderlydifferently-abledscholarshipsspecial education and increasing employability
(B) Blood donation camps
( C ) Health camps like AIDS awareness programs.Swine Flu awareness and prevention campsPink Athon rally for prevention of cancerAnti Tobacco RallyYoga 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 ofthe Board of Directors of the Company is reproduced below:

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

Dharain Prakash Kothari Sukmal Jain
Date: 30thMay2015 Managing Director ChairmanCSR Committee
Place: Delhi (DIN: 00200342) (DIN: 00647563)



1. The Nomination and Remuneration Committeeand the Boardshall review on an annualbasisappropriate skillsknowledge and experience required of the Board as a whole and itsindividual members.The objective is to have a Board with diverse background and experiencethat are relevant for the Company’s globaloperations.

2. In evaluating the suitability of individual Board membersthe Committee may takeinto account factorslike General understanding of the Company’s businessdynamicsglobal business and social perspective; Educational and professionalbackgroundstanding in the profession; Personal and professional ethicsIntegrity andvalues; Willingness to devote sufficient time and energy in carrying out their duties andresponsibilities effectively.

3. The proposed appointee shall also fulfill the basic requirements of the CompaniesAct2013 and Rules made thereunder to become Director or KM P.

4. The person shall abide the Code of Conduct established by the Company for Directorsand 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 atthe time of appointment/reappointment and in the First Meeting of the Board in everyFinancial Year.

2. The criteria of independence shall be as per Sectiomn 149(6) of the CompaniesAct2013 and Clause 49 of the Equity Listing Agreement.

3. The Independent Directors shall also abide the "Code for IndependentDirectors" as specified in Schedule IV to the Companies Act2013.

Other directorships / committee memberships:

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

The Director shall not be a member in more than 10 Committees or act as Chairman ofmore than 5 Committees across all companies in which he holds directorships.For thepurpose of considering the limit of die CommitteesAudit Committee and Stakeholders’Relationship Committee of all Public Limited Companieswhether listed or notshall beincluded.




The Key Objectives of the Committee would be:

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

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


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

• To formulate a criteria for determining qualificationspositive attributes antiindependence 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 appointedin 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 SeniorManagement.

• To recommend to the Board policy relating to remuneration for DirectorsKeyManagerial Personnel and Senior Management.

• Ensure that level and composition of remuneration is reasonable andsufficientrelationship of remuneration to performance is clear and meets appropriateperformance benchmarks.

• To devise a policy on Board diversity.

• To carry out any other function as is mandated by the Board from time to timeand / or enforced by any statutory notificationamendment or modificationas may beapplicable.

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


• Chairman of the Committee shall be an Independent Director.


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


• The Committee shall identify and ascertain the integrityqualificationexpertiseand experience of the person for appointment as DirectorKMP or at Senior Management leveland recommend to the Board his / her appointment.

• A person should possess adequate qualificationexpertise and experience for theposition he / she is considered for appointment.The Committee has discretion to decidewhether qualificationexpertise 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 ManagingDirector/Whole-time Director/Manager/ Director as per requirements of the CompaniesAct2013 and Rules made thereunder.


The Committee shall carry out evaluation of performance of every DirectorKMP andSenior Management at regular interval (yearly) as per the criteria laid down.


Due to reasons for any disqualification mentioned in the Companies Act2013rules madethereunder or under any other applicable Actrules and regulationsthe Committee mayrecommendto the Board with reasons recorded in writingremoval of a DirectorKMP orSenior Management subject to the provisions and compliance of the said Actrules andregulations.


The DirectorKMP and Senior Management shall retire as per the applicable provisions ofthe Companies Act2013 and the prevailing policy of the Company.The Board will have thediscretion to retain the DirectorKMPSenior Management in the same position /remuneration or otherwise even after attaining the retirement agefor the benefit of theCompany.


The remuneration / compensation / commission Managerial PersonKMP and SeniorManagement Personnel will be determined by the

Committee and recommended to the Board for approval.The remuneration /compensation /commission be subject to the prior/post approval of the shareholders of theCompany and Central Governmentwherever required.

The remuneration and commission to be paid to Managerial Person shall be as per thestatutory provisions of the Companies Act2013and the rules made thereunder for the timebeing in force.

Increments to the existing remuneration / compensation structure may be recommended bythe Committee to the Board which should be within the slabs approved by the Shareholdersin the case of Managerial Person.Where any insurance is taken by the Company on behalf ofits Managerial PersonKMP and any other employees for indemnifying them against anyliabilitythe premium paid on such insurance shall not be treated as part of theremuneration payable to any such personnelProvided that if such person is proved to beguiltythe premium paid on such insurance shall be treated as part of the remuneration.

Remuneration to Managerial PersonKMP and Senior Management:

Fixed pay:

Managerial Person.KMP and Senior Management shall be eligible for a monthlyremuneration as may be approved by the Board on the recommendation of the Committee inaccordance with the statutory provisions of the Companies Act2013and the ru les madethereunder for the time being in force.The break-up of the pay scale and quantum ofperquisites includingemployer’s contribution to P.Fpension schememedicalexpensesclub fees etc.shall be decided and approved by the Board on the recommendation ofthe Committee and approved by the shareholders and Central Governmentwherever required.

Minimum Remuneration:

Ifin any financial yearthe Company has no profits or its profits are inadequatetheCompany shall pay remuneration to its Managerial Person in accordance with the provisionsof Schedule V of the Companies Act2013.

Remuneration to Non-Executive / Independent Director:

Remuneration / Commission:

The remuneration / commission shall be in accordance with the statutory provisions ofthe Companies Act2013and the rules made thereunder for the time being in force.

Sitting Fees:

The Non- Executive / Independent Director may receive remuneration by way of fees forattending meetings of Board or Committee thereof.Provided that the amount of such feesshall not exceed the maximum amount as provided in the Companies Act2013per meeting ofthe Board or Committee or such amount as may be prescribed by the Central Government fromtime to time.

Limit of Remuneration /Commission:

Remuneration /Commission may be paid within the monetary limit approved byshareholderssubject to the limit not exceeding 1% of the net profits of the Companycomputed as per the applicable provisions of the Companies Act2013.


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



[Pursuant to section 204(1) of the Companies Act2013 and Rule No.9 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules2014]


The Members

Om Metals Infraprojects Limited

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

Based on our verification of the Om Metals Infraprojects Limited’sbookspapersminute booksforms and returns filed and other records maintained by thecompany and also the information provided by the Companyits officersagents andauthorized representatives during the conduct of secretarial auditWe hereby report thatin our opinionthe company hasduring the audit period covering the financial year endedon 31st March2015complied with the statutory provisions listed hereunder and also thatthe Company has proper Board-processes and compliance- mechanism in place to the extentinthe manner and subject to the reporting made hereinafter:

We have examined the bookspapersminute booksforms and returns filed and otherrecords maintained by M/s.Om Metals Infraprojects Limited for the financial year ended on31st March2015 according to the provisions of:

(i) The Companies Act2013 (the Act) and the rules made thereunder;

(ii) The Securities Contracts (Regulation) Act1956 (‘SCRA’) and the rulesmade thereunder;

(iii) The Depositories Act1996 and the Regulations and Bye-laws framed thereunder;

(iv) Foreign Exchange Management Act1999 and the rules and regulations made thereunderto the extent of Foreign Direct Investment and Overseas Direct Investment and ExternalCommercial Borrowings.There is no such event occurred during the period under review.

(v) The following Regulations and Guidelines prescribed under the Securities andExchange Board of India Act1992 (‘SEBIAct’): -

(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares andTakeovers) Regulations2011;

(b) The Securities and Exchange Board of India (Prohibition of Insider Trading)Regulations1992;

(c) The Securities and Exchange Board of India (Issue of Capital and DisclosureRequirements) Regulations2009.There is no issue of securities during the period underreview.

(d) The Securities and Exchange Board of India (Employees Stock Option Scheme andEmployees Stock Purchase Scheme) Guidelines1999.Not applicable to the company during theperiod under review.

(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities)Regulations2008.Not applicable to the company during the period under review.

(f) The Securities and Exchange Board of India (Registrars to an Issue and ShareTransfer Agents) Regulations1993 regarding die Companies Act and dealing with client;

(g) The Securities and Exchange Board of India (Delisting of Equity Shares)Regulations2009.Not applicable to the company during the period under review.

(h) The Securities and Exchange Board of India (Buy Back of securities)Regulations1998.Not applicable to the company during the period under review.

(vi) and other applicable Laws like Factories Act1948; The Payment of GratuityAct1972Industrial Disputes Act1947; The Payment of wages Act1936; Employees StateInsurance Act1948; The Employees’ Provident Fund and Misc.Provisions Act1952; ThePayment of Bonus Act1985; The Contract Labour (Regulation & Abolition) Act1970.

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

(i) Secretarial Standards issued by The Institute of Company Secretaries of India.Notapplicable 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 reviewthe Company has complied with the provisions of theActRulesRegulationsGuidelinesStandardsetc.mentioned above.

We further report that-

The Board of Directors of the Company is duly constituted with proper balance ofExecutive DirectorsNon-Executive Directors and Independent Directors.The changes in thecomposition of the Board of Directors that took place during the period under review werecarried out in compliance with the provisions of the Act.

Adequate notice is given to all directors to schedule the Board Meetingsagenda anddetailed notes on agenda were sent at least Seven days in advanceand a system exists forseeking and obtaining further information and clarifications on the agenda items beforethe meeting and for meaningful participation at the meeting.

Majority decision is carried through while die dissenting member’s views arecaptured and recorded as part of die minutes.

We furdier report that there are adequate systems and processes in the companycommensurate with the size and operations of die company to monitor and ensure compliancewith applicable lawsrulesregulations 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
Place: Jaipur M.No.: FCS-6206
Date: 30th May2015 COP No.: 12636

'Annexure A'


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 thecompany.Our responsibility is to express an opinion on these secretarial records based onour audit.

2. We have followed the audit practices and processes as were appropriate to obtainreasonable assurance about the correctness of the contents of the Secretarial records.Theverification was done on the lest basis to ensure that correct facts are reflected insecretarial records.We believe that die processes and practices we followed providereasonable basis of our opinion.

3. We have not verified the correctness and appropriateness of financial records andBooks of Accounts of the company.We have relied upon the Report of Statutory Auditorsregarding compliance of Companies Act2013 and Rules made thereunder relating tomaintenance of Books of Accountspapers and financial statements of the relevant FinancialYearwhich 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 FiscalLawslike the Income Tax Act1961 & Finance Actsthe Customs Act1962the CentralExcise Act1944 and Service Tax.

5. Wherever requiredwe have obtained the Management representation about thecompliances of lawsrules and regulations and happening of events etc.

6. The compliances of the provisions of corporate and other applicablelawsrulesregulationsstandards is the responsibility of management.Our examination islimited to the verification of procedures on test basis.

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

For JAKS & Associates
Company Secretaries
Firm Regn.No.P2014RJ033600
M.No.: FCS - 6206
Place: Jaipur Partner
Date: 30th May2015 COP No.: 12636

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