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Omaxe Ltd.

BSE: 532880 | NSE: OMAXE |

Represents Equity.Intra - day transactions are permissible and normal trading is done in this category
Series: EQ | ISIN: INE800H01010 | SECTOR: Construction & Contracting - Real Estate

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Annual Report

For Year :
2018 2017 2016 2015 2014 2013 2012 2011 2010

Director’s Report

DIRECTORS’ REPORT

DEAR MEMBERS,

The Directors have pleasure in presenting the Twenty Ninth Annual Report together with the 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 the Financial Year ended March 31, 2018 is as follows:

A. CONSOLIDATED FINANCIAL PERFORMANCE

(Rupees in mn)

Particulars

31.03.2018

(Audited)

31.03.2017

(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

(Audited)

31.03.2017

(Audited)

Revenue from operations

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

Particulars

31.03.2018

(Audited)

31.03.2017

(Audited)

Depreciation and amortization 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

Profit before comprehensive income

635.05

678.35

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 General Reserves.

DIVIDEND I) PREFERENCE SHARES

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

II) EQUITY SHARES

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

OPERATIONS

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

During the year, the overall real estate market remained subdued. However, there are signs of revival in the broader economy and it is likely that the real estate sector too would benefit from any uptick in the economy. Your Company with its wide geographical presence and diversified product portfolio stands to gain from the likely revival of the economy. With your Company offering Group Housing projects, plots, villas, Office Spaces, SCOs, shopping malls and Hotel projects among others, thus, is able to cater the needs of various strata of our country.

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

OUTLOOK

Your Company has several ongoing projects in tier II and III cities and some projects are in the pipeline. Your Company''s product portfolio consists of both small and large sized projects, offering complete solution to esteemed consumers. As such, your Company remains bullish about its existing projects. At the same time, your Company will be speeding up construction of its existing projects and continue to focus on timely delivery, which remains its greatest strength.

With Metrological Department predicting a normal monsoon, it is expected the country will have bumper harvest. Needless to say, this will help to keep inflation in check and in line with the Reserve Bank of India projection. Stable interest rate at this level bodes well for the economy as a whole and the real estate sector in particular. As your Company''s cash position remains comfortable and so does debt, it provides the cushion to undertake 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 NCR including Gurugram and Noida provides great opportunity and your Company would continuously by explore opportunities to expand and strengthen its presence. The Company has 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 our stakeholders.

SECURED, REDEEMABLE, NON-CONVERTIBLE DEBENTURE

During the year under review, the following is the position of Debt Securities issued by 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)

*Outstanding Value of Debentures as on April 01, 2017 (in mn)

*Debentures redeemed during the Year (in mn)

*Outstanding Value of Debentures as on March 31 , 201 8 (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, 2017 had notified that the Companies may accept Deposits without deposit insurance contract till the 31st March, 2018 or till the availability of a deposit insurance product, whichever is earlier.

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

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 the year: Rs.930.27 mn.*

c. Whether there has been any default in repayment of deposits or payment of interest thereon during the year and if so, number of such cases and the total amount 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 Chapter V 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, 2018 as the exemption on insurance of deposits has not been extended as was done earlier vide aforesaid amended Rules.

However, Section 15 of the Companies (Amendment) Act, 2017 has omitted the requirement of 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 been notified by the Ministry of Corporate Affairs, the Company is not able to accept further deposits after 31st March, 2018.

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

AUDIT COMMITTEE

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

STATUTORY AUDITOR

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

The Statutory Auditors have submitted a certificate confirming their eligibility under Section 139 of the Act and meet the criteria for appointment specified in Section 141 of the Act. Further, the Company has also received a copy of Peer Review Certificate as prescribed by the Institute of Chartered Accountant of India to the Auditors and declaration 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 required to ratify the appointment of Statutory Auditor every year by the shareholders of the Company during the tenure of appointment. Further, due to notification of some of the provisions of the Companies (Amendment) Act, 2017 on May 7, 2018, the requirement of ratification 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 at every 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 Accounts of the Company are self-explanatory.

There are no observations (including any qualification, reservation, adverse remark or disclaimer) of the Auditors in their Audit Reports that may call for any explanation from the 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 has appointed 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 ended March 31, 2018 are self-explanatory and the Report of the Secretarial Audit in Form MR-3 is annexed as Annexure I.

COST AUDITOR

On the recommendation of the Audit Committee, the Board of Directors has appointed M/s S.K. Bhatt & Associates to audit the cost accounts of the Company for the FY 2018-19 at a remuneration of Rs.1,75,000/- plus out of pocket expenses and applicable taxes. The Board 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 cost records of the Company for the FY 2017-18. The Cost Auditor in terms of the Act, post audit 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 Company w.e.f. October 15, 2016. Internal Financial Control & Systems of the Company has been devised through its extensive experience that ensures control over various functions of its business. The Company practices Quality Management System for Design, Planning, Construction and Marketing. Periodic audits conducted by Internal Auditors and Statutory Auditors provide means whereby any weakness, whether financial or otherwise, is identified and rectified in time.

SUBSIDIARY, JOINT VENTURE & ASSOCIATE COMPANIES

The Company has 96 subsidiaries, 2 joint ventures & 1 associate company as on March 31, 2018. List of companies which have been consolidated at the year-end is given in the Notes to Accounts.

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

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

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

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

ACCOUNTS OF SUBSIDIARY COMPANIES

Pursuant to applicable Accounting Standards on Consolidated Financial Statements and Financial Reporting of Interest in Joint Ventures issued by the Institute of Chartered Accountants of India and as prescribed by Securities and Exchange Board of India (SEBI), Consolidated Financial Statements, which includes the financial information of the subsidiaries, 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 read with Rule 5 of the Companies (Accounts) Rules, 2014, the balance sheets of the subsidiary companies have not been attached to the Annual Report. However, Company is required to attach alongwith its financial statements a separate statements containing the salient features of financial statements of its subsidiaries in Form AOC-1.

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

BUSINESS RESPONSIBILITY REPORT

As per Regulation 34 of the SEBI Listing Regulations, a Business Responsibility Report is 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 and initiated its implementation. The CSR Policy is available on the Company''s website www.omaxe. com. During the period under consideration, the Company had to spend an overall amount of Rs.21.17 mn towards CSR activity. The Company has spent Rs.63.84 lakhs under National Employment Through Apprentice Programme (NETAP) on CSR. NETAP is on the job training program offered by TeamLease Skill University which operates under PPP model between AICTE (MHRD), CII & NDSC. NETAP is governed by the NEEM Notification (National Employability Enhancement Mission) published in the gazette by AICTE as per the AICTE Act of 1987. Its purpose is to:-

- Overcoming the current challenges of the Apprenticeship Act.

- Building skills of Unemployed youth through Learning by doing and Learning while earning.

- Providing them with access to practical skills.

- Building a matching infrastructure which connects the youth with the Corporate skill requirements.

Though the Company had intended to spend entire CSR budget during this year, sufficient number of trainees could not be enrolled for NETAP training and hence the entire CSR budget could not be spent. This was because the enrollment as trainees under NETAP required fulfillment of certain eligibility criteria like age restriction up to 35 years, having Aadhar card, bank account, etc. This restricted the number of people who could enroll under NETAP However, the Company endeavors to train maximum number of people under its NETAP-CSR project.

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

POLICY ON SEXUAL HARASSMENT

The Company has Internal Complaints Committee (ICC) with Ms. Meeta Sharma as (Presiding Officer), 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 the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. All female employees are covered under the Policy. There was no complaint received from any employee during the FY 2017-18 and hence no complaint is outstanding as on March 31, 2018 for redressal.

DIRECTORATE & KMP

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

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

Mr. Mohit Goel resigned from the position of Chief Executive Officer (CEO) of the Company w.e.f. May 28, 2017 for getting a better understanding of business management. He was further re-appointed as CEO of the Company in the Board Meeting held on February 12, 2018.

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 from a member), was appointed as a Director in place of Mr. Sunil Goel, who was retiring by rotation. The resolution for re-appointment of Mr. Sunil Goel was not approved by the Members and accordingly, he ceased to be Director from the date of AGM i.e. September 27, 2017.

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

The appointment term of Mr. Rohtas Goel, Chairman and Managing Director was approved by the Members for five years i.e. from 1st April, 2013 to 31st March, 2018 in their meeting held on September 26, 2013. The Board considered and recommended to the Members the re-appointment of Mr. Rohtas Goel as Managing Director under the designation of Chairman and Managing Director of the Company for a period of five years w.e.f. 1st April, 2018 to 31st 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 names of the companies in which he/she holds Directorship and Membership/ Chairmanship of Committees of the Board, as stipulated under SEBI (Listing Obligations and Disclosures Requirements), 2015 are provided in the Corporate Governance Report which forms part of the Annual Report.

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

In terms of SEBI (LODR) (Amendment) Regulations, 2018, with effect from October 1, 2018, the top 500 Listed entities by market capitalization calculated as on March 31 of the preceding financial year, shall undertake Directors and Officers insurance (‘D and O insurance'') for all their independent directors of such quantum and for such risks as may be determined by its board of directors.

The Board has already taken steps in this regard by taking Directors and Officers insurance (‘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 between two Meetings did not exceed 120 days, as prescribed in the Companies Act, 2013 and applicable secretarial standards. Details of number of meetings of Board and various Committees attended during the year by each Director/ Member is disclosed in the Corporate Governance Report forming part of this Annual Report.

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

A detailed note on the composition of the Board, Committees, meetings, attendance thereat is provided in the Corporate Governance Report which forms part of this Annual Report.

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

COMPLIANCE OF THE SECREATARIAL STANDARDS ISSUED BY ICSI

The Board confirms that, during the period under review, the Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India (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 is required to attach the statement on declaration given by the Independent Directors under Section 149(6) with the Report. Your Company has received the said declaration from all the Independent Directors.

DIRECTORS’ RESPONSIBILITY STATEMENT

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

a. In the preparation of the annual accounts for the Financial Year ended March 31, 2018, the applicable Accounting Standards have been followed and there are no material departures;

b. The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on March 31, 2018 and of the profit of the Company for the year ended on that date;

c. The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

d. The Directors had prepared the financial statements of the Company for the Financial Year ended March 31, 2018 on a ‘going concern'' basis.

e. The Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

f. The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

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 are set out in Annexure IV.

CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT/ TECHNOLOGY ABSORPTION/ FOREIGN EXCHANGE EARNING AND OUTGO

The information required pursuant to Section 134(3)(m) of the Companies Act, 2013, read with Companies (Accounts) Rules, 2014 pertaining to Conservation of Energy, Research

6 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. 2.85 mn in previous year and expenditure in foreign currency is Rs.2.47 mn during the current year 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 India, Company is timely redressing the Investor Complaints through the SEBI complaints Redress System (SCORES). As a part of compliance, the Company has an Investor Grievance Committee to 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 forming part of the Annual Report.

LISTING

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

CORPORATE GOVERNANCE REPORT

The Directors adhere to the requirements set out by the Securities and Exchange Board of India''s Corporate Governance practices and have implemented all the stipulations prescribed. Secretarial compliances, reporting, intimations etc. under the Companies Act, 2013, listing agreement(s) and other applicable laws, rules and regulations are noted in the Board/ Committee Meetings from time to time. The Company has implemented several best corporate governance practices as prevalent globally.

The Corporate Governance Report as stipulated under Regulation 34(3) and other applicable Regulations read with Part C of Schedule V of SEBI (Listing Obligations and Disclosure 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 Corporate Governance as stipulated under Regulation 34(3) and 53(f) read with Part E of Schedule V of 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) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of this 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 attached herewith as Annexure V.

PARTICULARS OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES

All contracts/arrangements/transaction entered into by the Company during the financial year with related parties were in the ordinary course of business and on arm''s length basis. During the year, the Company had not entered into any contract/ arrangement/transaction with the related parties which could be considered material in accordance with the Policy of the Company on materiality of related party transactions. The RPT Policy is available on the Company''s website under the we blink https://www.omaxe.com/investor/ corporate-governance. Your Directors draw attention of the Members 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) of the Companies Act, 2013 read with Rules made there under i.e. Form AOC-2 is attached herewith 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 Act, 2013 are not applicable on the Company.

MATERIAL CHANGES AND COMMITMENT, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY

No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which these financial statements relate till 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 or court 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 that the Board shall monitor and review the Board evaluation framework. The framework includes the evaluation of Directors on various parameters.

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

The Company has adopted adequate Policy for the evaluation of its Director including independent 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 of SEBI (Listing Obligation & Disclosure Requirements) Regulations, 2015 the Board of Directors on the recommendation of Nomination and Remuneration Committee has framed a Policy for the appointment of Directors and Senior Management and their remuneration which is 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 Committee and Audit Committee recommended for payment of Commission of upto 1% of the Net Profits of the Company as calculated under Section 198, to the non-executive Director of the Company, in each FY over a period of five years i.e. from 2018-19 to 2022-2023, subject to approval of the Members in AGM. This is an enabling provision. The Company has been paying commission of Rs.5 lacs p.a. to each non-executive Director and shall continue to pay the same for FY 2018-19.

The details pertaining to composition of Nomination and Remuneration Committee are included 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 and protecting shareholders value by minimizing threats and losses and identifying and maximizing opportunities. Your Directors periodically review the risks associated with the business or threaten the prospectus of the Company.

WHISTLE BLOWER POLICY

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

DIVIDEND DISTRIBUTION POLICY

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

ACKNOWLEDGEMENT

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

The relationship with the employees remained cordial during the year. Your Directors are thankful to the shareholders and customers for their continued patronage. Your Directors wish to place on record their appreciation for impressive growth achieved through the competence, hard work, solidarity, cooperation and support of employees at all levels.

CAUTIONARY STATEMENT

Statement made in the Annual Report, including those stated under the caption “Management Discussion and Analysis” describing the Company''s plans, executions, achievements, projections and expectations may include approximations and may constitute “forward looking statement” within the meaning of applicable laws and regulations. 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

Director’s Report