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Omaxe Ltd.

BSE: 532880 Sector: Infrastructure
NSE: OMAXE ISIN Code: INE800H01010
BSE 00:00 | 24 Apr 2020 Omaxe Ltd
NSE 05:30 | 01 Jan 1970 Omaxe Ltd

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OPEN 154.45
PREVIOUS CLOSE 154.35
VOLUME 184245
52-Week high 212.85
52-Week low 143.95
P/E 96.46
Mkt Cap.(Rs cr) 2,787
Buy Price 146.00
Buy Qty 25000.00
Sell Price 152.40
Sell Qty 100.00
OPEN 154.45
CLOSE 154.35
VOLUME 184245
52-Week high 212.85
52-Week low 143.95
P/E 96.46
Mkt Cap.(Rs cr) 2,787
Buy Price 146.00
Buy Qty 25000.00
Sell Price 152.40
Sell Qty 100.00

Omaxe Ltd. (OMAXE) - Director Report


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Company director report

DEAR MEMBERS

Your Directors have pleasure in presenting the Twenty Ninth Annual Report together withthe Financial Statements of the Company for the Financial Year ended March 31 2018.

FINANCIAL HIGHLIGHTS

A brief overview on Consolidated and Stand-Alone Financial Performance for theFinancial Year ended March 31 2018 is as follows:

A. CONSOLIDATED FINANCIAL PERFORMANCE

(Rupees in mn)
Particulars 31.03.2018 31.03.2017
(Audited) (Audited)
Revenue from operations 18390.94 16267.53
Other Income 587.06 589.18
Total Income 18978.00 16856.71
Expenses
Operating Expenditure 14124.94 11844.90
Employee Benefit Expense 571.82 555.12
Depreciation and amortization expenses 87.63 88.93
Other Expenses 1093.71 1031.05
Total Expenses 15878.10 13520.00
Profit before finance cost and tax 3099.90 3336.71
Finance Cost 1692.84 1545.28
Profit before tax (PBT) 1407.06 1791.43
Tax Expenses 555.28 738.84
Share of profit/(loss) in associates (0.03) -
Profit before comprehensive income 851.75 1052.59
Other comprehensive incomes (17.79) (1.93)
Total Comprehensive Income for the year 833.96 1050.66

B. STAND-ALONE FINANCIAL PERFORMANCE

(Rupees in mn)

Particulars 31.03.2018 31.03.2017
(Audited) (Audited)
Revenue from opera- tions 12679.39 10366.01
Other Income 464.80 424.32
Total Income 13144.19 10790.33
Expenses
Operating Expenditure 9285.41 7005.24
Employee Benefit Expense 514.73 498.35

 

(Rupees in mn)

Particulars 31.03.2018 31.03.2017
(Audited) (Audited)
Depreciation and amor- tization expenses 59.88 64.83
Other Expenses 777.05 720.47
Total Expenses 10637.07 8288.89
Profit before finance cost and tax 2507.12 2501.44
Finance Cost 1542.11 1211.59
Profit before tax (PBT) 965.01 1289.85
Tax Expenses 329.96 611.50
635.05 678.35
Profit before comprehensive income
Other comprehensive incomes (25.37) 7.75
Total Comprehensive Income for the year 609.68 686.10

TRANSFER TO RESERVES

During the year under review an amount of Rs.100 mn was transferred to GeneralReserves.

DIVIDEND

I) PREFERENCE SHARES

The Board recommends a dividend of 0.1% on 0.1% Non- Cumulative RedeemableNon-Convertible Preference Shares for the FY ended March 31 2018 amounting to Rs.2.5 mnfor approval of Members.

II) EQUITY SHARES

Your Board is pleased to recommend a dividend of Rs.0.70 per equity share only topublic shareholders of the Company for the FY ended March 31 2018 for approval of theMembers.

OPERATIONS

During the year under review on consolidated basis your Company registered GrossRevenue of Rs.18978.00 mn whereas the Profit Before Tax and total comprehensive incomefor the year stood at Rs.1407.06 mn and Rs.833.96 mn respectively. On a standalone basisthe Company registered Gross Revenue of Rs.13144.19 mn whereas the Profit before Tax andtotal comprehensive income for the year stood at Rs.965.01 mn and Rs.609.68 mnrespectively.

During the year the overall real estate market remained subdued. However there aresigns of revival in the broader economy and it is likely that the real estate sector toowould benefit from any uptick in the economy. Your Company with its wide geographicalpresence and diversified product portfolio stands to gain from the likely revival of theeconomy. With your Company offering Group Housing projects plots villas Office SpacesSCOs shopping malls and Hotel projects among others thus is able to cater the needs ofvarious strata of our country.

During the year under review your Company further strengthened its foot print acrossmarkets like Uttar Pradesh Punjab Haryana and Madhya Pradesh etc. The focus of theCompany during the year has been to complete the execution of ongoing projects anddeliver homes to our customers. During the year we delivered 3.3 mn sq. ft. of spaceswhich is an achievement given the tough market conditions.

OUTLOOK

Your Company has several ongoing projects in tier II and III cities and some projectsare in the pipeline. Your Company's product portfolio consists of both small and largesized projects offering complete solution to esteemed consumers. As such your Companyremains bullish about its existing projects. At the same time your Company will bespeeding up construction of its existing projects and continue to focus on timelydelivery which remains its greatest strength.

With Metrological Department predicting a normal monsoon it is expected the countrywill have bumper harvest. Needless to say this will help to keep inflation in check andin line with the Reserve Bank of India projection. Stable interest rate at this levelbodes well for the economy as a whole and the real estate sector in particular. As yourCompany's cash position remains comfortable and so does debt it provides the cushion toundertake new launches and also provides the flexibility to go for strategic acquisitions.Your Company believes that along with tier II and III cities places like Delhi NCRincluding Gurugram and Noida provides great opportunity and your Company wouldcontinuously by explore opportunities to expand and strengthen its presence. The Companyhas adopted/ implemented new laws like RERA-The Real Estate (Regulation and Development)Act and GST (Goods and Service Tax) in true form and spirit in the best interests of ourstakeholders.

SECURED REDEEMABLE NON-CONVERTIBLE DEBENTURE

During the year under review the following is the position of Debt Securities issuedby the Company:

Details of Debentures Issued by the Company
Sl. No. Series of NCDs ISINs No. of NCDs Face Value per NCD (in Rs.) Tenure of NCDs (in years) *Outstand- ing Value of Debentures as on April 01 2017 (in mn) *Debentures redeemed during the Year (in mn) *Outstand- ing Value of Debentures as on March 31 2018 (in mn)
1 Series B INE800H07223 320 500000 3 79.32 79.32 0.00
2 Series D INE800H07249 80 500000 3 19.83 19.83 0.00
Total 400 99.15 99.15 0.00

*figures are as per Ind AS

The NCD's have been redeemed in totality.

PUBLIC DEPOSITS

MCA vide Companies (Acceptance of Deposits) Amendment Rules 2017 dated 11th May 2017had notified that the Companies may accept Deposits without deposit insurance contracttill the 31st March 2018 or till the availability of a deposit insurance productwhichever is earlier.

Accordingly during the year the Company had accepted Fixed Deposits under FixedDeposit Scheme in compliance with the provisions of Section 73 and 76 and other relevantprovisions of the Companies Act 2013 and Rules made there under as amended from time totime.

The details of the Deposit are as follows:

a. Accepted during the year: Rs.653.96 mn b. Outstanding deposits as at the end of theyear: Rs.930.27 mn.* c. Whether there has been any default in repayment of deposits orpayment of interest thereon during the year and if so number of such cases and the totalamount involved: (i) at the beginning of the year: NIL

(ii) maximum during the year : NIL (iii) at the end of the year: NIL

d. The details of deposits which are not in compliance with the requirements of ChapterV of the Companies Act 2013: NIL

*(including deposit pursuant to Rule 19 of the Companies (Acceptance of Deposits)Rules 2014) The Company has discontinued accepting Public Deposits after 31st March 2018as the exemption on insurance of deposits has not been extended as was done earlier videaforesaid amended Rules.

However Section 15 of the Companies (Amendment) Act 2017 has omitted the requirementof Deposit Insurance under Section 73 sub-section (2) clause (d) of the Companies Act

2013. Since Section 15 of the Companies (Amendment) Act 2017 has also not yet beennotified by the Ministry of Corporate Affairs the Company is not able to accept furtherdeposits after 31st March 2018.

Periodical reminders are being sent to the Deposit holders whose deposits have maturedbut remain unclaimed.

AUDIT COMMITTEE

The details pertaining to composition of Audit Committee are included in the CorporateGovernance Report which forms part of this Annual Report.

STATUTORY AUDITOR

M/s BSD & Co. Chartered Accountants (Firm Registration No. 000312S) was appointedby the Company as the Auditors in the Annual General Meeting held on 27th September 2017for a period of five years in terms of the provisions of Section 139(2) of the CompaniesAct 2013 read with Rules made thereunder. Accordingly the Auditors hold office untilthe conclusion of the Annual General Meeting to be held in the year 2022.

The Statutory Auditors have submitted a certificate confirming their eligibility underSection 139 of the Act and meet the criteria for appointment specified in Section 141 ofthe Act. Further the Company has also received a copy of Peer Review Certificate asprescribed by the Institute of Chartered Accountant of India to the Auditors anddeclaration from the Auditors that they are not disqualified for such appointment/reappointment under the said Act.

In terms of the provisions of Section 139(1) of the Companies Act 2013 it was requiredto ratify the appointment of Statutory Auditor every year by the shareholders of theCompany during the tenure of appointment. Further due to notification of some of theprovisions of the Companies (Amendment) Act 2017 on May 7 2018 the requirement ofratification of appointment of Statutory Auditors by members has been done away with.

Hence it is no longer required to ratify the appointment of Statutory Auditors atevery Annual General Meeting by the members of the Company.

AUDITOR'S REPORT

The Notes on accounts and observations of the Auditors in their Report on the Accountsof the Company are self- explanatory.

There are no observations (including any qualification reservation adverse remark ordisclaimer) of the Auditors in their Audit Reports that may call for any explanation fromthe Directors.

SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of the Companies Act 2013 and The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed P I & Associates Company

Secretaries to undertake the Secretarial Audit of the Company for the FY 2017-18.

The observations of Secretarial Auditor of the Company in their Report for the FY endedMarch 31 2018 are self-explanatory and the Report of the Secretarial Audit in Form MR-3is annexed as Annexure I.

COST AUDITOR

On the recommendation of the Audit Committee the Board of Directors has appointed M/sS.K. Bhatt & Associates to audit the cost accounts of the Company for the FY 2018-19at a remuneration of Rs.175000/- plus out of pocket expenses and applicable taxes. TheBoard recommends ratification of remuneration for approval of Shareholders.

COST AUDITORS' REPORT

In terms of Section 148 of The Companies Act 2013 the Company had appointed M/s S.K.Bhatt & Associates Cost Accountants as Cost Auditors for the Audit of the costrecords of the Company for the FY 2017-18. The Cost Auditor in terms of the Act postaudit shall submit their Report to Board in due course.

INTERNAL FINANCIAL CONTROL & SYSTEMS

The Board of Directors had appointed M/s KPMG as the Internal Auditors of the Companyw.e.f. October 15 2016. Internal Financial Control & Systems of the Company has beendevised through its extensive experience that ensures control over various functions ofits business. The Company practices Quality Management System for Design PlanningConstruction and Marketing. Periodic audits conducted by Internal Auditors and StatutoryAuditors provide means whereby any weakness whether financial or otherwise is identifiedand rectified in time.

SUBSIDIARY JOINT VENTURE & ASSOCIATE COMPANIES

The Company has 96 subsidiaries 2 joint ventures & 1 associate company as on March31 2018. List of companies which have been consolidated at the year-end is given in theNotes to Accounts.

The Company has one Material Unlisted Indian Subsidiary Company i.e. JagdambaContractors and Builders Limited.

During the year under review the Company acquired NRI City Developers Private Limitedas a Wholly Owned Subsidiary of Omaxe Chandigarh Extension Developers Private Limited awholly owned subsidiary of Omaxe Limited on June 15 2017.

In terms of Indian Accounting Standard (Ind AS) 27 there are 155 more companies whoseaccounts had been consolidated with Company's accounts.

There has been no material change in the nature of the business of the subsidiaries. Aseparate statement containing the report on the performance and financial position of eachof subsidiaries associates and joint ventures is included in the consolidated financialstatements of the Company forming part of this Annual Report.

ACCOUNTS OF SUBSIDIARY COMPANIES

Pursuant to applicable Accounting Standards on Consolidated Financial Statements andFinancial Reporting of Interest in Joint Ventures issued by the Institute of CharteredAccountants of India and as prescribed by Securities and Exchange Board of India (SEBI)Consolidated Financial Statements which includes the financial information of thesubsidiaries are enclosed and forms part of this Annual Report.

As per the provision of first proviso of Section 129(3) of the Companies Act 2013 readwith Rule 5 of the Companies (Accounts) Rules 2014 the balance sheets of the subsidiarycompanies have not been attached to the Annual Report. However Company is required toattach alongwith its financial statements a separate statements containing the salientfeatures of financial statements of its subsidiaries in Form AOC-1.

Further the Annual Accounts of the subsidiary companies and the related detailedinformation will be made available to the shareholders of the holding and subsidiarycompanies seeking such information at any point of time and the Annual Accounts of thesubsidiary companies will also be kept for inspection by any member in the head office ofthe holding Company and of the subsidiary companies concerned. The Company will furnish ahard copy of details of accounts of subsidiaries to any shareholder on demand. Furtherthe annual accounts for the FY 2017-18 of all the subsidiary companies are available onthe website of the Company i.e. www.omaxe.com.

BUSINESS RESPONSIBILITY REPORT

As per Regulation 34 of the SEBI Listing Regulations a Business Responsibility Reportis annexed as Annexure II and forms part of this Annual Report.

CORPORATE SOCIAL RESPONSIBILTY

The Board upon the recommendation of the CSR Committee adopted CSR Policy andinitiated its implementation. The CSR Policy is available on the Company's websitewww.omaxe. com. During the period under consideration the Company had to spend an overallamount of Rs.21.17 mn towards CSR activity. The Company has spent Rs.63.84 lakhs underNational Employment Through Apprentice Programme (NETAP) on CSR. NETAP is on the jobtraining program offered by TeamLease Skill University which operates under PPP modelbetween AICTE (MHRD) CII & NDSC. NETAP is governed by the NEEM Notification (NationalEmployability Enhancement Mission) published in the gazette by AICTE as per the AICTE Actof 1987. Its purpose is to:-

Overcoming the current challenges of the Apprenticeship

Act.

Building skills of Unemployed youth through Learning by doing and Learning whileearning.

Providing them with access to practical skills.

Building a matching infrastructure which connects the youth with the Corporate skillrequirements.

Though the Company had intended to spend entire CSR budget during this year sufficientnumber of trainees could not be enrolled for NETAP training and hence the entire CSRbudget could not be spent. This was because the enrollment as trainees under NETAPrequired fulfillment of certain eligibility criteria like age restriction upto 35 yearshaving Aadhar card bank account etc. This restricted the number of people who couldenroll under NETAP. However the Company endeavors to train maximum number of people underits NETAP-CSR project.

The details pertaining to composition of CSR Committee are included in the CorporateGovernance Report which forms part of this Annual Report. The Annual Report on CSRactivities is annexed as Annexure III.

POLICY ON SEXUAL HARASSMENT

The Company has Internal Complaints Committee (ICC) with Ms. Meeta Sharma as (PresidingOfficer) Ms. Vijay Laxmi (Member) Mr. Virender K Singhal (Member) Ms. Shubha Singh(Member) and a member from a NGO Ms. Sudha Sharma in line with the requirements of theSexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013.All female employees are covered under the Policy. There was no complaint received fromany employee during the FY 2017-18 and hence no complaint is outstanding as on March 312018 for redressal.

DIRECTORATE & KMP

During the period under Review Ms. Shruti Dvivedi Sodhi and Mr. Srinivas Kanakagiriwere appointed as Additional Independent Directors w.e.f. May 29 2017 and July 29 2017respectively and their appointment as Independent Director for a term of 5 years wasconfirmed by the Members in the AGM held on September 27 2017.

Further Ms. Padmaja Ruparel Lt. Gen. (Retd.) Bhopinder Singh and Dr. Prem Singh Ranaresigned from the position of Independent Director of the Company w.e.f. May 29 2017July 12 2017 and October 23 2017 respectively. The Board appreciates their valuablecontribution to the Board's functioning during their tenure.

Mr. Mohit Goel resigned from the position of Chief Executive Officer (CEO) of theCompany w.e.f. May 28 2017 for getting a better understanding of business management. Hewas further re-appointed as CEO of the Company in the Board Meeting held on February 122018.

Pursuant to the Members resolutions passed at the AGM held on September 27 2017 Ms.Seema Prasad Avasarala (notice under Section 160 of the Companies Act 2013 received froma member) was appointed as a Director in place of Mr. Sunil Goel who was retiring byrotation. The resolution for re-appointment of Mr. Sunil Goel was not approved by theMembers and accordingly he ceased to be Director from the date of AGM i.e. September 272017.

In terms of Section 152 of the Companies Act 2013 and Articles of Association of theCompany Mr. Jai Bhagwan Goel Whole Time Director of the Company shall retire by rotationat the ensuing AGM and being eligible offers himself for re-appointment.

The appointment term of Mr. Rohtas Goel Chairman and Managing Director was approved bythe Members for five years i.e. from 1st April 2013 to 31st March 2018 in their meetingheld on September 26 2013. The Board considered and recommended to the Members there-appointment of Mr. Rohtas Goel as Managing Director under the designation of Chairmanand Managing Director of the Company for a period of five years w.e.f. 1st April 2018 to31st March 2023.

Brief resume of the director(s) recommended for approval of appointment /re-appointment at the AGM and nature of expertise in specific functional areas and namesof the companies in which he/she holds Directorship and Membership/ Chairmanship ofCommittees of the Board as stipulated under SEBI (Listing Obligations and DisclosuresRequirements) 2015 are provided in the Corporate Governance Report which forms part ofthe Annual Report.

DIRECTORS AND OFFICERS INSURANCE (‘D AND O INSURANCE')

In terms of SEBI (LODR) (Amendment) Regulations 2018 with effect from October 12018 the top 500 Listed entities by market capitalization calculated as on March 31 ofthe preceding financial year shall undertake Directors and Officers insurance (‘Dand O insurance') for all their independent directors of such quantum and for such risksas may be determined by its board of directors.

The Board has already taken steps in this regard by taking Directors and Officersinsurance (‘D and O insurance') from SBI General Insurance Company Limited.

BOARD AND ITS COMMITTEES

The Board comprises 7 Members - 3 Executive Directors and

4 Non-executive Directors (3 Independent Directors and 1 Non-Independent Director).During the period under review your directors met Six times. The maximum interval betweentwo Meetings did not exceed 120 days as prescribed in the Companies Act 2013 andapplicable secretarial standards. Details of number of meetings of Board and variousCommittees attended during the year by each Director/ Member is disclosed in the CorporateGovernance Report forming part of this Annual Report.

The Board has six committees namely Audit Committee Nomination and RemunerationCommittee Corporate Social Responsibility Committee Investor Grievances Cum StakeholderRelationship Committee Share / Debenture Transfer Committee and Finance Legal &Administrative Committee.

A detailed note on the composition of the Board Committees meetings attendancethereat is provided in the Corporate Governance Report which forms part of this AnnualReport.

Mr. Mohit Goel is Chief Executive Officer Ms. Vijayalaxmi is Chief Operating OfficerMr. Vimal Gupta is the Chief Financial Officer of the Company and Ms. Shubha Singh is theCompany Secretary.

COMPLIANCE OF THE SECREATARIAL STANDARDS ISSUED BY ICSI

The Board confirms that during the period under review the Company has complied withthe applicable Secretarial Standards issued by the Institute of Company Secretaries ofIndia (ICSI) as amended from time to time.

DECLARATION BY INDEPENDENT DIRECTORS

As per the requirement of section 134(3)(d) of the Companies Act 2013 the Company isrequired to attach the statement on declaration given by the Independent Directors underSection 149(6) with the Report. Your Company has received the said declaration from allthe Independent Directors.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under section 134(5) of the Companies Act 2013 withrespect to Directors' Responsibility Statement it is hereby confirmed that:

a. In the preparation of the annual accounts for the Financial Year ended March 312018 the applicable Accounting Standards have been followed and there are no materialdepartures; b. The Directors had selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company as on March 31 2018 andof the profit of the Company for the year ended on that date; c. The Directors had takenproper and sufficient care for the maintenance of adequate accounting records inaccordance with the provisions of the Companies Act 2013 for safeguarding the assets ofthe Company and for preventing and detecting fraud and other irregularities; and d. TheDirectors had prepared the financial statements of the Company for the Financial Yearended March 31 2018 on a ‘going concern' basis. e. The Directors had laid downinternal financial controls to be followed by the Company and that such internal financialcontrols are adequate and were operating effectively. f. The Directors had devised propersystems to ensure compliance with the provisions of all applicable laws and that suchsystems were adequate and operating effectively.

PARTICULARS OF EMPLOYEES

As required by the provisions of Section 197 read with Rule 5 of the Companies(appointment and Remuneration of Managerial Personnel) Rules 2014 of the Employees areset out in Annexure IV.

CONSERVATION OF ENERGY RESEARCH AND DEVELOPMENT/ TECHNOLOGY ABSORPTION/ FOREIGNEXCHANGE EARNING AND OUTGO

The information required pursuant to Section 134(3)(m) of the Companies Act 2013 readwith Companies (Accounts) Rules 2014 pertaining to Conservation of Energy Research &Development Technology Absorption are not applicable to the Company.

The earning in foreign currency is Rs.0.71 mn during the current FY as against Rs. 2.85mn in previous year and expenditure in foreign currency is Rs.2.47 mn during the currentyear as compared to Rs.7.11 mn in the previous year.

INVESTOR RELATIONS

Investor Relations have been cordial during the year. As per the Circular No.CIR/OIAE/2/2011 dated June 3 2011 issued by the Securities and Exchange Board of IndiaCompany is timely redressing the Investor Complaints through the SEBI complaints RedressSystem (SCORES). As a part of compliance the Company has an Investor Grievance Committeeto redress the issues relating to investors. It consists of three Members namely Ms.Shruti Dvivedi Sodhi Chairperson Mr. Rohtas Goel and Mr. Sudip Bandyopadhyay Members.

The details of this Committee are provided in the Corporate Governance Report formingpart of the Annual Report.

LISTING

The equity shares continue to be listed on the BSE Ltd (Bombay Stock Exchange) and theNational Stock Exchange of India Ltd. (NSE). Both these Stock Exchanges have nationwideterminals and therefore shareholders/investors are not facing any difficulty in tradingthe shares of the Company from any part of the Country. The Company has paid annuallisting fees for the FY 2017-18 to BSE and NSE and annual custody fees to NationalSecurities Depository Limited and Central Depository Services (India) Limited.

CORPORATE GOVERNANCE REPORT

The Directors adhere to the requirements set out by the Securities and Exchange Boardof India's Corporate Governance practices and have implemented all the stipulationsprescribed. Secretarial compliances reporting intimations etc. under the Companies Act2013 listing agreement(s) and other applicable laws rules and regulations are noted inthe Board/ Committee Meetings from time to time. The Company has implemented several bestcorporate governance practices as prevalent globally.

The Corporate Governance Report as stipulated under Regulation 34(3) and otherapplicable Regulations read with Part C of Schedule V of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 forms part of this Report.

STATUTORY AUDITORS CERTIFICATE ON CORPORATE GOVERNANCE

The requisite Certificate from the Statutory Auditors of the Company M/s BSD &Co. Chartered Accountants confirming compliance with the conditions of CorporateGovernance as stipulated under Regulation 34(3) and 53(f) read with Part E of Schedule Vof the aforesaid Regulations is attached and forms part of the Report.

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Report as required under Regulation 34(2)(e) ofSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 forms part ofthis Report.

EXTRACT OF ANNUAL RETURN

Pursuant to Section 92 of the Companies Act 2013 read with Rule 12 of The Companies(Management and Administration) Rules 2014 the extract of Annual Return is attachedherewith as Annexure V.

PARTICULARS OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES

All contracts/arrangements/transaction entered into by the Company during the financialyear with related parties were in the ordinary course of business and on arm's lengthbasis. During the year the Company had not entered into any contract/arrangement/transaction with the related parties which could be considered material inaccordance with the Policy of the Company on materiality of related party transactions.The RPT Policy is available on the Company's website under the weblinkhttps://www.omaxe.com/investor/ corporate-governance. Your Directors draw attention of theMembers to Note no.50 to the financial statements which set out related party disclosure.

The details of Related Party Transaction in terms of Section 134(3)(h) & 188(1) ofthe Companies Act 2013 read with Rules made thereunder i.e. Form AOC-2 is attachedherewith as Annexure VI.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENT

Your Company is engaged in the business of providing infrastructure facilities i.e.housing real estate development etc. The provision of Section 186 of the Companies Act2013 are not applicable on the Company.

MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY

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

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

During the period under review no material order has been passed by any regulator orcourt excepting to the extent as may be mentioned in the Notes to Accounts attached to the

Financial Statements forming part of the Annual Report.

PERFORMANCE EVALUATION

SEBI (Listing Obligation & Disclosure Requirements) Regulation 2015 mandates thatthe Board shall monitor and review the Board evaluation framework. The framework includesthe evaluation of Directors on various parameters.

Companies Act 2013 states that a formal annual evaluation needs to be made by theBoard on its own performance and that of its Committees Chairman of the Board andIndividual Directors. Schedule IV of the Companies Act 2013 states that the performanceevaluation of independent Directors shall be done by the entire Board of Directorsexcluding the Directors being evaluated.

The Company has adopted adequate Policy for the evaluation of its Director includingindependent Director and for the evaluation of the performance of Board and its Committee;the above referred evaluation has been made in accordance with the stated Policy.

DIRECTOR'S APPOINTMENT AND REMUNERATION POLICY

Pursuant to the provision of Section 178 of the Companies Act 2013 and Regulation 19 ofSEBI (Listing Obligation & Disclosure Requirements) Regulations 2015 the Board ofDirectors on the recommendation of Nomination and Remuneration Committee has framed aPolicy for the appointment of Directors and Senior Management and their remuneration whichis available on the website of the Company under the weblink https://www.omaxe.com/investor/corporate-governance.

The Board of Directors at the recommendations of Nomination and Remuneration Committeeand Audit Committee recommended for payment of Commission of upto 1% of the Net Profits ofthe Company as calculated under Section 198 to the non-executive Director of the Companyin each FY over a period of five years i.e. from 2018-19 to 2022-2023 subject to approvalof the Members in AGM. This is an enabling provision. The Company has been payingcommission of Rs.5 lacs p.a. to each non-executive Director and shall continue to pay thesame for FY 2018-19.

The details pertaining to composition of Nomination and Remuneration Committee areincluded in the Corporate Governance Report which forms part of this Annual Report.

RISK MANAGEMENT POLICY

The Company has adopted the Risk Management Policy which is aimed at creating andprotecting shareholders value by minimizing threats and losses and identifying andmaximizing opportunities. Your Directors periodically review the risks associated with thebusiness or threaten the prospectus of the Company.

WHISTLE BLOWER POLICY

The company has a vigil mechanism named as Whistle Blower Policy of the Company anavenue to raise concern and access in good faith the Chairman of the Audit Committee whichprovide for adequate safeguard against victimization of person. The Policy on WhistleBlower Policy may be accessed on the Company's website.

DIVIDEND DISTRIBUTION POLICY

The Board based on the recommendations of the Audit Committee approved DividendDistribution Policy of the Company in accordance with SEBI (listing obligations anddisclosure requirements) (second amendment) Regulations 2016 dated 8th July 2016. TheDividend Distribution Policy is attached as Annexure VII forms part of this AnnualReport and is also available on the Company's website www.omaxe. com under the weblinkhttps://www.omaxe.com/investor/ corporate-governance.

ACKNOWLEDGEMENT

Your Directors would like to express their sincere appreciation for assistance andco-operation received from the vendors and stakeholders including financial institutionsbanks Central & State Government Authorities other business associates who haveextended their valuable sustained support and encouragement during the year under review.

The relationship with the employees remained cordial during the year. Your Directorsare thankful to the shareholders and customers for their continued patronage. YourDirectors wish to place on record their appreciation for impressive growth achievedthrough the competence hard work solidarity cooperation and support of employees at alllevels.

CAUTIONARY STATEMENT

Statement made in the Annual Report including those stated under the caption“Management Discussion and Analysis” describing the Company's plans executionsachievements projections and expectations may include approximations and may constitute“forward looking statement” within the meaning of applicable laws andregulations. Actual results may differ materially from those either expressed or implied.

For and on behalf of the Board
For Omaxe Limited
Sd/-
Rohtas Goel
Place: New Delhi (DIN: 00003735)
Date: May 23 2018 Chairman and Managing
Director
REGISTERED OFFICE: Shop No. 19-B First Floor Omaxe Celebration Mall Sohna Road Gurugram Haryana-122001

PARTICULARS OF EMPLOYEES

The information required under Section 197 of the Companies Act 2013 read with Rule 5of the Companies (Appointment & Remuneration) Rules 2014 are given below:

1. Ratio of the remuneration of each director to the median remuneration of theemployees of the Company for the financial year 2017-18:-

Name of Directors Ratio of remuneration to median remuneration
Mr. Rohtas Goel 40.83
Mr. Sunil Goel* 13.01
Mr. Jai Bhagwan Goel 4.58
Mr. Sudhangshu S Biswal 11.71
Dr. Prem Singh Rana* 1.71
Lt. Gen. (Retd.) Bhopinder Singh* 0.80
Ms. Padmaja Ruparel* 0.44
Mr. Sudip Bandyopadhyay 2.67
Ms. Shruti Dvivedi Sodhi* 1.60
Mr. Srinivas Kanakagiri* 1.09
Ms. Seema Prasad Avasarala* 0.86

* Remuneration paid for part of the year

2. The percentage increase in remuneration of each director chief financial officerchief executive officer company secretary or manager if any in the financial year:-N.A.

3. The percentage increase in the median remuneration of employees in the financialyear :- 6.06 %

4. The number of permanent employees on the roll of the Company during the financialyear:- 1071

5. Average percentile increase in salaries of employees other than managerial personneland its comparison with percentile increase in the remuneration of Managerial personnel:the average salary of employees other than managerial personnel has been increased by16.66 % whereas remuneration to managerial personnels has been decreased by 28.03 %.

6. Key parameter of any variable component of remuneration availed by the director: TheDirector commissions are based on the Net Profit earned by the Company for relevant year.

7. Affirmation that the remuneration is as per the remuneration policy of the Company:The Company affirms remuneration is as per the Remuneration Policy of the Company.

8. The statement showing the names of top ten employees in terms of remuneration drawnin the Company in the prescribed form as given under:-

Sr. No. Name of Employee Age Designation Qualification Experience Remuneration (in lacs) Date of Com- mencement of Employment* Last Employ- ment/ Designa- tion
1 Mr. Rohtas Goel 56 Chairman & Managing Director DP. in Civil 31 171.50 01.04.2007 -
2 Mr. Bhupendra Singh 46 President B.A. 11 62.96 01.11.2006 -
3 Mr. Surendra Kumar Goyal 39 President M. Com 17 59.00 07.04.2017 Saheb Realty
4 Mr. Rajeev Kumar Goel 55 President DP. in Civil 34 52.50 01.09.2006 Municipal Corpo- ration
5 Mr. Daleep Moudgil 58 President BE/ B.Tech 37 50.85 15.11.2001 Ms. Era Const. India Ltd.
6 Mr. Sudhangshu S Biswal 46 Whole Time Director CACWA 21 49.20 11.08.2016 ZIEPL
7 Shravan Kumar Govil 42 Vice President PGDMB/ BE/ B.Tech 18 41.90 22.06.2017 RFAPL
8 Mr. Pankaj Varshney 45 Asst. Vice President M. Tech 19 39.82 10.03.2015 EMMAR MGF Land Ltd.
9 Mr. Vimal Gupta 48 Vice President CA ICWA 28 39.62 01.11.2006 HGS (India) Ltd.
10 Mr. Avneet Soni* 44 President MBA 18 80.00 13.01.2011 Self Employed

* the nature of employment is contractual as per appointment terms.

ANNEXURE VI

FORM NO. AOC.2

Form for disclosure of particulars of contracts/arrangements entered into by thecompany with related parties referred to in sub-section (1) of section 188 of theCompanies Act 2013 including certain arms length transactions under third proviso thereto

(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) ofthe Companies (Accounts) Rules 2014)

1. Details of contracts or arrangements or transactions not at arm's length basis: NA

2. Details of material contracts or arrangement or transactions at arm's length basis:

(a) Name(s) of the related party and nature of relationship Mr. Mohit Goel is Related Party. He is son of Mr. Rohtas Goel Chairman and Managing Director of the Company.
(b) Nature of contracts / arrangements / transactions Appointment of Mr. Mohit Goel as CEO of the Company.
(c) Duration of the contracts/ arrangements/ transactions Appointment w.e.f. 12th February 2018.
(d) Salient terms of the contracts or arrangements or transactions including the value if any As per the appointment resolution and terms of Appoint- ment Letter Mr. Mohit Goel will be entitled for gross CTC upto Rs.200000/- (Rupees Two Lakhs only) per month including all perquisites and benefits in terms of HR Pol- icy.
(e) Justification for entering into such contracts or ar- rangements or transactions In the light of the experience and overall contribution at various levels in the organization.
(f) Date(s) of approval by the Board if any 12th February 2018
(g) Amount paid as advances if any No
(h) Date on which the resolution was passed in general meeting as required under first proviso to section 188 Not Applicable

 

For and on behalf of the Board
For Omaxe Limited
Sd/-
Rohtas Goel
Place: New Delhi (DIN: 00003735)
Date: May 23 2018 Chairman and Managing Director

ANNEXURE VII

DIVIDEND DISTRIBUTION POLICY

1. Background and Applicability

In terms of Regulation 43A of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 (‘Listing Regulations') the company is required toformulate a Dividend distribution policy which shall be disclosed in its Annual Report andon its website.

To comply with the above requirement and with an endeavor to maintain a consistentapproach to dividend pay-out plans the Board of Directors (‘Board') of Omaxe Limited(‘the Company') adopts this Dividend Distribution Policy (‘Policy').

2. Dividend distribution philosophy

The Company is deeply committed to driving superior value creation for all itsstakeholders. The focus will continue to be on sustainable returns through an appropriatecapital strategy for both medium term and longer term value creation. Accordingly theBoard would continue to adopt a progressive and dynamic dividend policy ensuring theimmediate as well as long term needs of the business.

3. Circumstances Under Which The Shareholders Of The Company May Or May NotExpect Dividend

The decision regarding dividend pay-out is a crucial decision as it determines theamount of profit to be distributed among shareholders of the Company and the amount ofprofit to be retained in business. The decision seeks to balance the dual objectives ofappropriately rewarding shareholders through dividends and retaining profits in order tomaintain a healthy capital adequacy ratio to support future growth.

The Board will assess the Company's financial requirements including present andfuture organic and inorganic growth opportunities and other relevant factors (as mentionedelsewhere in this policy) and declare Dividend in any financial year.

The Dividend for any financial year shall normally be paid out of the Company profitsfor that year. This will be arrived at after providing for depreciation in accordance withthe provisions of the Companies Act 2013. If circumstances require the Board may alsodeclare dividend out of accumulated profits of any previous financial year(s) inaccordance with provisions of the Act and Regulations as applicable.

The shareholders of the Company may not expect dividend in the following circumstancessubject to discretion of the Board of Directors: i. Proposed expansion plans requiringhigher capital allocation ii. Decision to undertake any acquisitions amalgamationmerger joint ventures new product launches etc. which requires significant capitaloutflow iii. Requirement of higher working capital for the purpose of business of theCompany iv. Proposal for buy-back of securities v. In the event of loss or inadequacy ofprofit

4. Parameters/Factors considered by the Company while declaring dividend

The Board of Directors of the Company shall consider the following parameters beforedeclaring or recommending dividend to shareholders:

A) Financial Parameters / Internal Factors:

(a) Financial performance including profits earned (standalone) availabledistributable reserves etc;

(b) Impact of dividend payout on Company's return on equity while simultaneouslymaintaining prudent and reasonably conservative leveraging in every respect viz. interestcoverage DSCR (Debt Service Coverage Ratio) Net Debt: EBITDA and Net debt: Equityincluding maintaining a targeted rating – domestically and internationally;

(c) Alternate usage of cash viz. acquisition/Investment opportunities or capitalexpenditures and resources to fund such opportunities/expenditures in order to generatesignificantly higher returns for shareholders; (d) Debt repayment schedules; (e) Fundrequirement for contingencies and unforeseen events with financial implications; (f) PastDividend trend including Interim dividend paid if any; and (g) Any other factor as deemedfit by the Board.

B) External Factors:

(a) Macroeconomic environment (b) Capital markets (c) Global Conditions (d) Statutoryprovisions and guidelines (e) Dividend payout ratio of competitors

5. Utilization Of The Retained Earning

The Board may retain its earnings in order to make better use of the available fundsand increase the value of the stakeholders in the long run. The retained earnings of theCompany may be used in any of the following ways:

i. Funding organic growth needs including working capital capital expenditurerepayment of debt etc.

ii. Investment in new business(es) and/or additional investment in existingbusiness(es)

iii. Declaration of dividend

iv. Buy back of shares

v. General corporate purposes including contingencies

vi. Any other permissible purpose.

6. Parameters with regard to various classes of shares

Presently the issued and paid-up share capital of the Company comprises of both equityand preference shares. The Dividend Distribution Policy is applicable on both type ofshares. In case the Company issues other kind of shares the Board may suitably amendthis Policy.

7. Policy Review And Amendments

This Policy would be subject to modification in accordance with the guidelines /clarifications as may be issued from time to time by relevant statutory and regulatoryauthority. The Board may modify add delete or amend any of the provisions of thisPolicy. Any exceptions to the Dividend Distribution Policy must be consistent with theRegulations and must be approved by the Board of Directors.


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