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

BSE   11 Dec 17 | 12:00 AM

69.65 1.9 (2.8%)
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Code: 531092
Face Value: 1

NSE   11 Dec 17 | 12:00 AM

69.85 2.3 (3.4%)
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Code: OMMETALS
Performance
1 Week : Rs 67.30 (3.49%)
1 Month : Rs 69.10 (0.80%)
1 Year : Rs 48.25 (44.35%)
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DIRECTORS' REPORT

Dear Members

Your Directors have pleasure in presenting 45111 Annual Report of yourCompany together with the Audited Financial Statement for the financial year ended31" March 2017.

Financial Results (Rs. in Lacs)

Particulars 2016-17 2015-16
Revenue from operations 23139.47 18905.10
Total expenditure before finance cost depreciation 19022.90 13775.26
Earnings before interest tax depreciation and amortisation (EBITDA) 4116.57 5129.84
Other income (net) 646.14 849.15
Finance Charges 1701.06 1325.43
Depreciation and amortisation expense 1117.81 748.99
Profit before Exceptional Items and Tax 1943.84 3904.57
Exceptional Items 0 0
Profit before tax 1943.84 3904.57
Provision for Tax 646.58 789.90
Net Profit After Tax 1297.26 3114.67
Balance of Profit brought forward 28866.72 26172.22
Balance available for appropriation 30163.98 29379.45
Adjustment related to Fixed Assets -15.00 0
Amount transferred to Revaluation Reserve due to excess Reversal in Previous Years 0 0
Proposed Dividend on Equity Shares 192.61 0
Interim Dividend 0 288.91
Corporate Dividend Tax 39.21 58.82
Transfer to General Reserve 75.00 165.00
Surplus carried to Balance Sheet 29872.17 28866.72

State of Comnanv's Affairs and Future Outlook

The strength of your Company lies in identification execution and successfulimplementation of the projects in the infrastructure space. To strengthen the long-termprojects and ensuring sustainable growth in assets and revenue it is important for yourCompany to evaluate various opportunities in the different business verticals in whichyour Company operates. Your Company currently has several projects under implementationand continues to explore newer opportunities both domestic and international. Your Boardof Directors' considers this to he in strategic interest of the Company and believe thatthis will greatly enhance the long-term shareholders' value.

At present your Company operates in following core sectors- Engineering Infrastructureand Real Estate Development and is actively exploring some new opportunities.

The Company has reported a Profit before Tax (PBT) of Rs 1944 Lacs as against Rs.3905Lacs in the previous year.

DIVISIONAL ANALYSIS ENGINEERING DIVISION

The Turnover of this division this year is Rs. 19039.60 lakhs and profit is Rs 973.03lakhs as against Turnover of Rs. 15658.64 lakhs & profit is Rs.2448.55 Lakhs in thelastyear.

The Engineering Division focuses on turnkey engineering procurement and constructioncontracts for Hydro mechanical equipment for Hydro Power and Irrigation projects. TheCompany post execution of civil work for kalisindh dam has since been qualified forcomplete EPC for dam except EM package and shall address a larger share of hydro powerproj ect. This is a feat for diversifying in the civil construction space and the Companywill not have to take recourse to civil companies for meeting PQ norms for bidding incivil space. The Company is now all geared up to encash the burgeoning opportunities inexecuting complete EPC contract in the space of H M components and civil structure. Theprojects in Hydro power space involve multifarious activities viz. civil constructionelectromechanical component and Hydro mechanical equipments.The Company has executed over60 Hydro- Mechanical turnkey projects in power and irrigation. The major revenue sourcethis financial year are from Jaipur Bhilwara Road Project kutchch project of SSNL smartcity project in Ujjain and Rampul proj ect (UP).

Orders received during the Year:

1. IndraSagar Proj ect (Canals) for supply and lying of pipe line on right bank ofUpperveda project.

2. Project received from Rwanda Agriculture Board in its Joint Venture for developmentof irrigation and Watershed development in Mpanga Sector in Rwanda (Africa).

3. Proj ect for modernization and renovation of Baira Siulhydro electric power stationin Himachal Pradesh.

REALESTATE DEVELOPMENT

The Turnover of this division this year is Rs 1607.30 lakhs and profit is Rs 223.48lakhs against Turnover of Rs.3259.74 lakhs & profit is Rs.666 lakhs in the lastyear.

There being a potential realizable value of Land Bank/ developable/under developmentarea in Company/subsidiary/Joint Venture.

Real Estate Project Details

Project Location Partner Protect Tvne # of Units Project Area Sa.ft. tOMIL Share)
Meadows Kota - Housing 450 500000
Pallacia# Jaipur - Housing 150 630000
Bandra Reclamation -Mhada Mumbai DB Realty & Others Housing - 200000A
Ashvita* Hyderabad Mahindra Lifespaces Housing 60 80000
Total 1410000

#Construction has resumed after the judgement of Ho'hle JD A tribunal which in itsverdict ordered that all approvals and maps of the project approved by JDA are as perpolicies/ bye laws and within legal framework. The construction has started steadily.

*art of First Phase of Residential project delivered for possession ASubject to approval of Design/ Area

Key Industrial Land Bank

Location Sq. Mtrs. Key Location Advantage
Faridabad 8000 Located on main Mathura Road New Delhi
VKIA Jaipur 28000 In Industrial Area at Prime Location
Kota (Institutional Land) 40000 In the centre of Kota City
TOTAL 76000

INFRASTRUCTURE AND CIVILEPC CONTRACTS

Road: Two laning of Jaipur Two Laning of Jaipur-Bhilwara section of SH-12 implementedby SPV Bhilwara Jaipur Toll Road-Om Metals InffaprojectsLtd. owns minority stake of 49%;balance 51 % held by SPML Infra Ltd.

Smart City Project: First smart City Infrastructure Development project in 50% JointVenture on Design Build and Operate basis.

Silos: Project received from Food Corporation of India (FCI) for construction anddevelopment of 4 Silos and for the same the Company has formed 4 SPV's and has 50% stakein each

PACKAGING :The Company has entered into a new venture for manufacturing of Closure forwater PET bottles and Carbonated Soft Drinks (CSD) caps. The World demand for caps &closures is likely to exceed USD 55 bln / 2 tin units in 2019. The Clients/PotentialClients includes Bisleri Xalta Coke Pepsi and other local players.

FUTURE OUTLOOK

Your Company sees good prospects in the domestic economy with the thrust oninfrastructure development. The Company has invested in building up the capacities overthe years and has also mapped the emerging opportunities with the internal capabilities.Increase in the pace of implementation of various initiatives by the government andrevival of the investment cycle would be conducive for achieving the growth aspirations ofthe Company. The road ahead planned for your company includes:

> Enlarge global footprint through acquisition and strategic Joint Ventures in thecore business.

> Key and strategic real estate projects on very promising locations.

> Establish presence in varied structure steel design and fabrication works inbridges large building constructions and heavy engineering works.

> Tap India's second largest potential in the world both in Hydro Electric Power andirrigation by capitalizing on the plans of the government of India plans of river linkingproject.

CHANGES IN NATURE OF BUSINESS. IF ANY

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

DIVIDENDS

Your Directors are pleased to recommend a Final Dividend of Rs. 0.20 per equity shareof face value of Re. 1/- each for the year ended 31 st March 2017. The proposal issubject to the approval of shareholders at the ensuing Annual General Meeting.

The Register of members and Share Transfer Books will remain closed from FridaySeptember 22 2017 to Friday September 292017 (both days inclusive) for the purpose ofpayment of final dividend for the financial year ended March 312017 and the AGM.

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 for capital itsgrowth plans and the intent to finance such plans through internal accruals to themaximum.

TRANSFER TO RESERVES

The Board of Directors proposes to transferRs.7500000/- to General Reserve out of theamount available for appropriation.

CHANGES IN SHARE CAPITAL IF ANY

The paid up Equity Share Capital as on March 312017 was Rs.9.63 Crore. During the yearunder review the Company has not issued shares with differential voting rights norgranted Employee Stock Options or Sweat Equity Shares.

INFORMATION ABOUT SUBSIDIARIES/JV/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 salientfeatures of the financial statements of the Company's subsidiaries in Form AOC-1 isattached to the financial statements of the Company asAnnexurell.

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

The developments in business operations / performance of major subsidiaries AJV /Associates consolidated with OMII. are as below:

OM METALS CONSORTIUM PRIVATE LIMITED-This wholly owned Subsidiary Company isdeveloping a high end residential project on a very prime parcel of 19000 sq. mt. land atJaipur and has a sellable built-up area of 6.3 lakh sqft with expected realization of 'INR10000-15000/sqft. OMIL has invested INR 1.6 bn for land and development cost is expectedto be Rs 3.5 bn. The company expects to generate Rs 7.0 bn of Revenue from this projectover next 2-3 years which translates into pretax profits of Rs 2 bn appx. It has hiredyour company as EPC Contractor for structure building under architectural leadership ofStudio 18 a renowned architecture firm of USA. . The construction of Residential projectPalacia at A 2 Prithviraj Road near Statue Circle Jaipur (Raj.) has resumed after thejudgement of Ho'ble JDA tribunal which in its verdict ordered that all approvals and mapsof the project approved byJDAare as per policies/ bye laws and within legal framework.

OM METALS REAL ESTATE PRIVATE LIMITED - This wholly owned Subsidiary Company isholding stakes in different SPV's and different subsidiaries for different projects indifferent locations. The development of all these projects are in some stages ofclearances.

OM-SPML Infrastructure Limited (Pondicherry Port Limited)-The Company hassubstantial stake totaling to 94.46% this Company has earmarked for the development ofsea port in Pudducherry. Afterthe non clearance of the project we have moved forarbitration proceedings there our as well as of Govt of Pondicherry claims remainunconsidered and we are taking legal advice.

Om Kerui Joint Venture Private Limited- The Company has been incorporated byformation of Joint Venture with Shandong Kerui Oilfield Service Group Co. for exploringnew business activities in oil and gas sector wherein Om Metals Infraprojects Limitedholds 99% shareholding thereby making it as the subsidiary.

SANMATI INFRADEVELOPERS PRIVATE LIMITED - This SPV wherein we own 25% stake alongwith other stakeholders SPML Infra (25%) and Urban Infrastructure Trustees Ltd (UITL)(50%) which 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 is pending. After the non clearance of this projectwe have moved to court for legal remedies.

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 COD achieved in December 2014. Om Metals has executed 100% of EPC work for atotal project cost of Rs. 410 Cr. After the COD of the project all 4 toll plazas areoperational and generating revenue. Due to cash shortfall in revenue generation we haveapproached lenders for corrective action plan by implementing 5/25 scheme where loanrephasement is allowed.

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 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 alignite based thermal project in Rajasthan. Due to abnormal delay at the end of Govt wehave intimated our stand of terminating the project from our side.

PARTNERSHIPS/JV's:

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.

A redevelopment project of MAHADA in partnership under Om Metals Consortium (OMC) whereOMIL holds 17.5 % stake. Other developmental partners in the consortium are DB RealtyGroup SPML Infra Morya Housing and Mahima developers. This multi-storied residentialproject is spread across 6 acres and entitled to FSI which translate into approx ~1.2 mnsqft(subjected to all Govt clearances).A premium of additional FSI available shall be paidby 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 to OMC.

OM METALS -JSC JV - This JV has been executing Kameng HEP and the project isscheduled to complete by next year.

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

SPML -OM METALS JV - This JV has been executing project for development of smartinfrastructure in VikramUdyogpuri at Ujjain.

Gujrat Warehousing Private Limited- This SPV was incorporated for the developmentof silo for storing wheat for FCI.

West Bengal Logistic Private Limited- This SPV was incorporated for the developmentof silo for storing wheat for FCI.

Uttar Pradesh Logistic Private Limited- This SPV was incorporated for thedevelopment of silo for storing wheatfor FCI.

Bihar Logistic Private Limited-This SPV was incorporated for development of silofor storing wheat for FCI.

Subsidiaries/Associates of Om Metals Real Estates Private Limited (Wholly ownedsubsidiary of the Company!: OM METALS INFOTECH PRIVATE LIMITED-This Company hasindustrial land in Jaipur and we are exploring/ expanding our work shop /fabricationfacilities in a move to capacity addition for our upcoming projects.

OM METALS DEVELOPRS PRIVATE LIMITED - OMDPL entered into a JV with MahindraLifespace for a residential project in Hyderabad. Mahindra owns 80% of the built-up arearights in the 10-acre premium residential project called 'Ashvita1 and OMDPLholds the rights to the remaining area. The 20% share of built- up area under OMIL is80000 sqft and expected realization is '4500/sq.ft.(0.36 Bn INR). The first three towersof the project are delivered and sale of units are progressing very satisfactorily Theproject is catching good amount of attraction after rise of Telangana as a state and saleof units is very much satisfactory.

The Board of Directors of the Company has adopted the policy for the materialsubsidiaries which is available on the website of the company at the following link:http://www.ommetals.com/files/material-suhsidiaries.pdf

CONSOLIDATED FINANCIAL STATEMENTS

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

Companies which became / ceased to be Company's Subsidiaries. Joint VenturesorAssociate Companies:

• Companies which have become subsidiaries during the financial year 2016-17 : OmKerui Joint Venture Private Limited

• Companies which has ceased to he the Subsidiaries/Step Subsidiary during thefinancial year 2016-17: Skywave Impex Limited Odisha Marine Services Private Limited OmMetals Ratnakar Private Limited Om Kothari Hotels Private Limited Om Hydromech PrivateLimited Mayura Capital Advisors Private Limited Om Automotors Private Limited

MATERIAL CHANGES AND COMMITMENTS

Shri Dharam Prakash Kothari has been appointed as the Additional Director designatedas Chairman on the Board of Directors of the Company w.e.f. 1st May 2017. Shri DharamPrakash Kothari is a founder and promoter of Om Metals Infraproj ects Limited and has beeninstrumental in growing the Company over decades. He resigned from the Board for a shortperiod.

MEETINGS OF THE BOARD OF DIRECTORS

Five meetings of the Board of Directors were held during the year. For further detailsplease refer to the corporate governance report which forms part of this report

DIRECTORS' RESPONSIBILITYSTATEMENT

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 accounts the applicable accounting standards havebeen followed along with proper explanation relating to material departures;

(b) The directors have 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 have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of Companies Act 2013 forsafeguarding the assets of the company and for preventing and detecting fraud and otherirregularities;

(d) The directors have prepared the annual accounts on a going concern basis; and

(e) The director have laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.

(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 Company work performed by the internal statutory andsecretarial auditors and external consultants and the reviews performed by management andthe relevant board committees including the audit committee the board is of the opinionthat the Company's internal financial controls were adequate and effective during thefinancial year 2016-17.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE OUTGO

The particulars relating to conservation of energy technology absorption foreignexchange earnings and outgo as required to be disclosed under the Act are provided inAnnexure I to this Report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

The constitution of Board of Directors and KMP of the Company during theyear2016-17isasunder:

S.N 0. Name Designation Date of change in designation Date of original appointment Date and Mode of Cessation
i. Shri Chandra Prakash Kothari Chairman 22/08/2014 1/10/1994 Resigned on 30.07.2016
2. Shri Dharam Prakash Kothari Managing Director 22/08/2014 1/10/1994 Resigned on 30.07.2016 reappointed in May 2017.
3. Shri Sunil Kothari Managing Director 28/03/2015 22/08/2014
4. Shri Vikas Kothari President &Director 28/03/2015 28/03/2015
5. Suit. Ranjana Jain Independent Director 28/03/2015 28/03/2015
6. Shri P. C. Jain Independent Director 30/09/2014 15/07/2001 Resigned on 17.08.2016
7. Shri Gopi Raman Sharma Independent Director 11/03/2016 11/03/2016
8. Shri Ram Kumar Gupta Independent Director 10/06/2016 10/06/2016
9. Shri Sunil Kumar Jain Chief Financial Officer 28/03/2015 01/04/2009
10 Smt. Reena Jain Company Secretary 03/03/2008

Mr. Vikas Kothari who retires by rotation at ensuing Annual General Meeting and beingeligible has offered himself for re-appointment.

INDEPENDENT PI RECTORS AND DECLARATION

Mr. P.C. Jain had resigned from the directorship of the Company and Mr. Ram Kumar Guptahas been appointed as the Independent Director of the Company as per Section 149(10) ofthe Companies Act 2013 in the Board Meeting on 10/06/2016 for a term of Five years.

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 (6) of the Act and SEBI (Listing Obligations & Disclosure Requirements)Regulations 2015

BOARD EVALUATION

In terms of the requirements of the Act and Listing Regulations the Board carried outthe annual performance evaluation of the Board as a whole Board Committees and theindividual Directors.

The performance of the Board was evaluated by the Board after seeking inputs from allthe directors on the basis of the criteria such as the Board composition and structureeffectiveness of board processes information and functioning etc.

The performance of the committees was evaluated by the board after seeking inputs fromthe committee members on the basis of the criteria such as the composition of committeeseffectiveness of committee meetings etc.

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 discussed meaningful and constructive contribution andinputs in meetings etc. In addition the Chairman was also evaluated on the key aspectsof his role. Independent Directors in their separate meeting reviewed and evaluate theperformance of non-independent directorsBoard as a whole Managing Director and theChairman taking into account the views of executive directors and non-executive directorsand criteria laid down by the Nomination and Remuneration Committee. The Policy of thefamiliarization programmes of Independent Directors are put up on the website of theCompany at the link:

http://www.ommetals.com/files/vigil-mechnasim.pdf

RISK MANAGEMENT

Periodic assessments to identify the risk areas are carried out and management isbriefed on the risks in advance to enable the company to control risk through a properlydefined plan. The areas of risk include- Technology risk Competition risk Financialrisk Cost risk Legal risk Economic Environment and Market risk Political EnvironmentRisk Inflation and Cost Structure Technology Obsolescence Project ExecutionContractual Compliance Operational efficiency hurdles in Optimum use of resources HumanResource management environment management etc. The Board is also periodically informedof the business risks and the actions taken to manage them. The Company has formulated apolicy for Risk management with the following objectives:

• Provide an overview ofthe principles of risk management

• Explain approach adopted by the Company for risk management

• Define the organizational structure for effective risk management

• Develop a "risk" culture that encourages all employees to identifyrisks and associated opportunities and to respond to them with effective actions.

• Identify assess and manage existing and new risks in a planned and coordinatedmanner with minimum disruption and cost to protect and preserve Company's human physicaland financial assets.

Fundamentals of our risk management system

The company has in place a code of conduct and high safety standards in plant operationto protect its employees and the environment. The company has instituted control bodieswhich verify important business decisions.

Organizational measures are undertaken to prevent the infringement of guidelines andlaws.

Goals of risk management

At OMIL the risks are detected at their earliest possible and necessary measures aretaken to avoid economic and environmental damage. The company lays due emphasis onavoidance of risks that threaten the company's continued existence.

Organizational responsibilities and tools

Regular risk analyses at the corporate level are conducted by OMIL's management and byvarious departmental heads.

Specific risks pertaining to operating divisions and units are continually registeredevaluated and monitored centrally. The Board of Directors regularly receives reports onthe risk situation of the company.

LOANS GUARANTEES AND INVESTMENTS

The Company being engaged in the business of providing infrastructural facilities hencein terms of Section 186 (1 l)(a) the provisions of Section 186 except sub-section (1)regarding loans made guarantees given or securities provided are not applicable to theCompany.

The particulars of Loans & guarantees given investments made and securitiesprovided have been disclosed in the financial statements.

RELATED PARTY TRANSACTIONS

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.

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.com/files/related-party-transcation.pdf

CORPORATE SOCIAL RESPONSIBILITY

The brief outline of the Corporate Social Responsibility (CSR) Policy of the Companyand the initiatives undertaken by the Company on CSR activities dining the year and AnnualReport on CSR Activities are set out in Annexure in of this Report. The Policy isavailable on the website of the Company on the following link:http://www.ommetals.com/files/corporate-social-responsibility.pdf The Composition of theCorporate Social Responsibility Committee are given below:

Name of Director Status
Mr. Gopi Raman Sharma Chairman
Mr. Vikas Kothari Member
Mr. Sunil Kothari Member

EXTRACTS OFANNUAL RETURN

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

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

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

A. Remuneration paid to Managing and Whole Time Directors

Directors of the Company Remuneration in F.Y. 2016 -17(Rs. In Lacs) Remuneration in F.Y. 2015 -16 (Rs. In Lacs) % increase /decrease in remuneration Ratio to Median remuneration
Mr C.P. Kothari 84.00* 96.69 -13.12 41.17
Mr. D.P. Kothari 84.00* 87.01 -3.46 41.17
Mr. Sunil Kothari 88.58 84.00 5.45 43.42
Mr. Vikas Kothari 38.27 30.00 27.57 18.76

*Based on Annualized Salary.

B. Remuneration paid to KMPs

KMPs of the Company Remuneration in FY 2016-17 (Rs. In Lacs) Remuneration in FY 2015 -16 (Rs. In Lacs) % increase/decrease in remuneration Ratio to Median remuneration
Mr. Sunil Kumar Jain 12.14 11.44 6.11 5.95
Mrs. Reena Jain 6.00 3.45 73.91 2.94

C) There was increase of 6.25% in Median Remuneration of employees in F inancial Year2016-17 as compared to financial year 2015-16.

D) Number of permanent employees on the rolls of Company was 178 employees as on31.03.2017.

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

F) The total revenue increased by 20.41 % but the increase in remuneration is in linewith the market trends.

G) The closing share price of the Company at BSE and NSE on 31st March 2017 being Rs.47.40/- and Rs.47.45/- respectively per equity share of face value of Re. 1/- each hasincreased since the last offer for sale made in the year 1995 (Offer Price was Rs. 50/-perequity share of face value ofRs. 10/-each)

H) Average Salary increase of non-managerial employees was 4% per employee and that ofmanagerial employees 0.08% in financial year 2016-17. The average % increase inremuneration is in line with normal pay revision.

I) Remuneration paid during the year ended 31st March 2017 is as per the RemunerationPolicy of the

Company.

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3)of the Companies

(Appointment and Remuneration of Managerial Personnel) Rules 2014 there is noemployee who is drawing

remuneration in excess of the limits set out in the said rules.

Details of Top Ten Employees

The HODs of the Company work under the direct supervision of directors of the Companyand has been assigned

responsibilities The details of the top ten employees (excluding Directors & KMP)are as under:

S. No. Employee Name Designation DOJ Remuneration Received Nature of Employment (Contractual or Otherwise) Qualification & Experience Age of Employee The last employment held by the employee before joining the company Whether such employee is relative of any Director
1 Mr. Vishal Kothari* Ex. Director (Real Estate- Rajasthan Circle) 1.04.2008 250000 Permanent B.Com 9 Years 38 OM Metals Infraprojects Limited Yes
2 Mr. Bharat Kothari * Ex. Director(Projects) 1.10.2007 250000 Permanent B.E.10 Years 34 OM Metals Infraprojects Limited Yes
3 Mr. Bahubali Kothari* Ex. Director! Projects) 1.04.2008 250000 Permanent BE 9 Years 34 OM Metals Infraprojects Limited Yes
4 Mr. Siddharth Kothari Ex. Director (Packaging Unit) 1.04.2016 150000 Permanent CFA B.Sc 1 Year 26 Jupiter Metal Private Limited Yes
5 Mrs. Monica Bakliwal COO {Hotel Division) 1.04.2010 75000 Permanent MBA 7 Years 46 OM Metals Infraprojects Limited Yes
6 Vineet Bhatia GM Design 24.01.2016 98200 Permanent BE Mechnical 19 Years 45 Energy Infratec Ltd. No
7 MahendraPratap Singh Manager 08.01.2016 100000 Permanent HSC DEE 35 Years 57 Uniflex Cable Ltd. No
8 VijayakumarKoppatta GM 23.04.2016 111120 Permanent B.Tech Civil 30Years 49 Synergies Hydro (India) Pvt.Ltd. No
9 Sudhir Kumar Jain PM 15.02.2016 115000 Permanent B.Tech Civil 28 Years 48 Gannon Drunkey Company Ltd. No
10 Ajay Upendra Raina PM 09.09.2016 150000 Permanent BE Mechnical 11 Years 39 Jai Praksah Associates Ltd. No

* Mr Vishal Kothari Mr Bharat Kothari & Mr Bahubali Kothari fall under thecategory of One Level below KMP work under the direct supervision of the Board ofDirectors.

Power of Attorney Holders:

For the implementation and effective execution of the Projects and various Laws asapplicable to the Company the Board of Directors entrusted the following HOD's withresponsibility via Power of Attorney granted to them and these are directly responsiblefor compliances:

S.No. Name Of HOD/Authorized Person Division/ Department/ Project Date of Authorization
1 Deepak Jain Human Resources 14/11/2016
2 Moti lal Jain Excise 14/11/2016
3 Kunti Lal Jain Income Tax 14/11/2016
4 Sunil Kumar Jain Banking (fund raising) 14/11/2016
5 Ramesh Dadhich Sales Tax/VAT 14/11/2016
6 D.S. Rawat TDS Service Tax Finance & Audit 14/11/2016
7 V.K. Gupta and/or Ramesh Dadhich Goods and Service Tax 14/11/2016
8 Ajay Raina Kameng Project 14/11/2016
9 R.K. Kala Ujjain Project 14/11/2016
10 R.C. Srivastava Gujarat Project 14/11/2016
11 A Gogia Kopili Project 14/11/2016
12 Ashish Anand Hotel Om Tower 14/11/2016
13 HNR Keserker Rampur (UP) Project 14/11/2016
14 Padam Jain Om Realty Division 14/11/2016
15 Bashishtha Rai Vyasi Project 14/11/2016
16 Anil Walia Om Pack Division 14/11/2016

PERSONNEL

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

Disclosure under the Sexual Harassment of Women at Workplace (Prevention Prohibitionand Redressal) Act 2013

In Compliance with the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013 your Company has constituted an 'InternalComplaints Committee' ('Committee'). No complaint has been received during the Year ended31 st March 2017 in this regard.

The Company has in place a Policy for Prevention of Sexual Harassment at Workplace asper requirement of the Sexual Harassment of Women at Workplace (Prevention Prohibitionand Redressal) Act 2013. Internal Complaint Committee has been set up to redress thecomplaints received regarding sexual harassment. All employees (permanent contractualtemporary trainees) are covered under this policy. No Complaint has been received duringthe year ended 31 st March 2017 in this regard.

LISTING

The Equity Shares of the Company continue to remain listed with the National StockExchange (NSE) and Bombay Stock Exchange (BSE). The listing fees of the exchanges for thefinancial year 2017-18 have been paid.

CREDIT RATING

CARE has assigned ratings symbol of'BBB+ for its long term facilities' & PR1 tocompany.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In terms of provisions of Regulation 34 of Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015 the ManagementDiscussion and Analysis is presented in a separate section forming part of the AnnualReport.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has a well-defined Internal Control system which is adequate andcommensurate with the size and nature of business. Clear roles responsibilities andauthorities coupled with internal information systems ensure appropriate informationflow to facilitate effective monitoring. Adequate controls are established to achieveefficiency in operations optimum utilization of resources and effective monitoringthereof and compliance with applicable laws. An exhaustive programme of internal auditsincluding all Branches of the Company all over India review by management and documentedpolicies guidelines and procedures supplement the internal control system.

The Audit Committee regularly reviews the adequacy and effectiveness of the internalcontrols and internal audit function.

CORPORATE GOVERNANCE

Your Company has been following principles of Good Corporate Governance Practices overthe years. Your Company has complied with the Corporate Governance Code as stipulatedunder the Listing Regulations. A separate section on Corporate Governance along withcertificate from the Auditors confirming compliance forms part of the 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

Deposits

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

ACKNOWLEDGEMENTS

Your Directors deeply appreciate the valuable co-operation and continued supportextended hy the Company's Bankers Financial Institutions Government agenciesCollaborators Stockiest Dealers Business Associates and also the contribution of allemployees to the Company.

On Behalf of the Board of Directors

Date: 30th May 2017
Place: Jaipur Dharam Prakash Kothari Sunil Kothari
(Chairman) (Mg. Director)
DIN:00200342 DIN:00220940

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