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OM Infra Ltd.

BSE: 531092 | NSE: OMINFRAL |

Represents Equity.Intra - day transactions are permissible and normal trading is done in this category
Series: EQ | ISIN: INE239D01028 | SECTOR: Engineering

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Annual Report

For Year :
2018 2016 2015 2014 2013 2012 2011 2010 2009

Director’s Report

Dear Members,

The Directors have pleasure in presenting 46th Annual Report of your Company together with the Audited Financial Statements for the financial year ended 31st March, 2018.

Financial Results .

(Rs. In Lacs)

Particulars

STANDALONE

CONSOLIDATED

For the year ended March 31,

For the year ended March 31,

2018

2017

2018

2017

Revenue from operations

29801.44

24942.72

30972.97

24944.63

Other Income

1439.53

1402.10

1112.73

1251.41

Total income

31240.97

26344.82

32085.70

26196.05

Expenses

a) Cost of material consumed

9747.79

10748.12

11059.26

11138.75

b) Purchases of stock in trade

22.40

0.00

22.31

0

c) Change in inventories of finished goods, work in progress and stock in trade

(534.86)

(2333.99)

(2967.32)

(3202.40)

d) Excise duty expenses

377.74

601.35

377.74

601.35

e) Employee benefit expenses

2090.40

1970.20

2175.92

2035.93

f) Finance cost

1656.81

1862.90

1954.84

2149.61

g) Depreciation and amortization expenses

1199.53

1141.76

1201.32

1145.77

h) Other expenses

11885.29

9587.21

13291.79

9867.84

Total Expenses

26445.11

23577.55

27115.86

23736.86

Total profit before exceptional items and tax

4795.87

2767.27

4969.84

2459.19

Exceptional Items

0.00

0.00

0.00

0.00

Total profit before Tax

4795.87

2767.27

4969.84

2459.19

Current Tax

1888.53

664.75

1941.35

772.23

Deferred Tax

(196.82 )

112.65

(177.90)

94.84

Total Tax expenses

1691.71

777.40

1763.44

867.07

Net profit for the period from continuing operations

3104.16

1989.86

3206.39

1592.11

Profit (loss) from discontinued operations before tax

1656.67

0.00

1656.67

0.00

Tax expense of discontinued operations

317.15

0.00

317.15

0.00

Net profit (loss) from discontinued operation after tax

1339.52

0.00

1339.52

0.00

Share of profit (loss) of associates and joint ventures accounted for using equity method

0.00

0.00

(439.72)

(285.65)

Total profit (loss) for the period

4443.68

1989.86

4106.20

1306.46

Other comprehensive income net of taxes

1.80

(1.13)

1.5

(0.97)

Total comprehensive income for the period

4445.48

1988.73

4107.70

1305.49

Note: Previous year''s figures have been regrouped / reclassified wherever necessary in conformity with Indian Accounting Standards ( IND AS) to correspond with the current year''s classification / disclosure and may not be comparable with the figures reported earlier.

Financial Performance and State of Company''s Affairs and Future Outlook

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

Consolidated

The Company has reported consolidated revenue from operations Rs. 30972.97 Lakhs as against Rs. 24944.63 Lakhs in the previous year and Profit before Tax (PBT) of Rs. 4969.84Lakhs, as against Rs.2459.19 Lakhs in the previous year.

Standalone

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

The Company has reported standalone revenue from operations Rs 29801.44Lakhs as against Rs. Rs. 24942.72Lakhs in the previous year and a Profit before Tax (PBT) of Rs.4795.87 Lakhs, as against Rs. 2767.27 Lakhs in the previous year.

DIVISIONAL ANALYSIS ENGINEERING DIVISION

The Turnover of this division(including joint controlled operations) this year is Rs.19904. 84 lakhs and profit before tax (PBT) is Rs.2931.18 lakhs as against Turnover of Rs. 19039.60 lakhs & profit before tax (PBT) is Rs. 973.03 lakhs in the last year.

The Engineering Division focuses on turnkey engineering procurement and construction contracts for Hydro mechanical equipment for Hydro Power and Irrigation projects. The Company post execution of civil work for Kalisindh dam has since been qualified for complete EPC for dam except EM package and shall address a larger share of hydro power project. This is a feat for diversifying in the civil construction space and the Company will not have to take recourse to civil companies for meeting PQ norms for bidding in civil space. The Company is now all geared up to encash the burgeoning opportunities in executing complete EPC contract in the space of H M components and civil structure. The projects in Hydro power space involve multifarious activities viz. civil construction, electromechanical component and Hydro mechanical equipments. The Company has executed over 60 Hydro-Mechanical turnkey projects in power and irrigation. The major revenue source this financial year are from kutchch project of SSNNL, Knowledge city project in Ujjain and Rampur project (UP) and Kameng project in Arunachal Pradesh.

Orders received during the Year:

1. Kpong Left Bank (Ghana) for Rehabilitation and Completion of Kpong Left Bank Irrigation Project.

2. Kundah H.E. Project for Design engineering supply transport execution and commissioning of all components of Hydro Mechanical works and steel liner for pressure shaft and penstocks.

3. Arun-III H.E. Project (Nepal) for All hydro-Mechanical works including Pressure Shaft Steel Liner of 900 MW project located in Sankhuwasabha Distt. In Nepal.

REAL ESTATE DIVISION

The Turnover of this division this year is Rs. 699.86 lakhs and profit is Rs. 150.82 lakhs against Turnover of Rs. 1607.30 Lakhs & profit is Rs. 223.48 Lakhs in the last year.

There is a potential realizable value of Land Bank/ developable/under development area in Company/subsidiary/Joint Venture.

Real Estate Project Details

Project

Location

Partner

Project Type

# of Units

Project Area

Sq.ft. (OMIL Share)

Meadows

Kota

-

Housing

450

5,00,000

Pallacia#

Jaipur

-

Housing

150

6,30,000

Bandra Reclamation - Mhada

Mumbai

DB Realty & Others

Housing

-

2,00,000A

Ashvita*

Hyderabad

Mahindra

Lifespaces

Housing

52

80,000

Total

1,410,000

Construction has resumed after the judgement of Hon''ble JDA tribunal which in its verdict ordered that all approvals and maps of the project approved by JDA are as per policies/ bye laws and within legal framework. The construction has started steadily.

* delivered for possession

A Subject to approval of Design/ Area

Key un-tapped Land Bank

Location

Sa. Mtrs.

Key Location Advantage

Faridabad

8,000

Located on main Mathura Road, New Delhi

VKIA Jaipur

28,000

In Industrial Area at Prime Location

Kota

(Institutional/commercial

Land)

40,000

In the centre of Kota City

Jaipur

3,800

In the prime commercial location of Jaipur City

TOTAL

79.800

PACKAGING DIVISION:

The Turnover of this division this year is Rs. 2364.27 lakhs and reported loss of Rs.264.77 lakhs.

There is a potential realizable value of Land Bank/ developable/under development area in Company/subsidiary/Joint Venture.

The Company had entered into this new venture for manufacturing of Closure for water PET bottles and Carbonated Soft Drinks (CSD) caps. The World demand for caps & closures is likely to exceed USD 55 bln / 2 tln units in 2020. The Clients/Potential Clients includes Bisleri, Xalta, and other local players.

INFRASTRUCTURE AND CIVIL EPC CONTRACTS

Knowledge City Project: First smart City Infrastructure Development project in 50% Joint Venture on EPC basis for Vikram Udyogpuri Ltd in Ujjain.

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

SALE OF CINEPLEX DIVISION

Your company had sold its Cineplex Division to Princess Infra and Development LLP at an approved valuation of Rs. 18, 00, 00,000. The valuation had been carried out by an independent valuers appointed by the Company. This division was not a core activity of your Company.

FUTURE OUTLOOK

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

- Enlarge global footprint through acquisition and strategic Joint Ventures in the core business.

- Completion of existing real estate projects.

- Establish presence in varied structure, steel design and fabrication works in bridges, Pipe laying and heavy engineering works.

- Tap India''s second largest potential in the world both in Hydro Electric Power, River Linking and irrigation by capitalizing on the plans of the government of India plans of accelerating infrastructure projects.

CHANGES IN NATURE OF BUSINESS. IF ANY

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

DIVIDENDS

The Board, in its meeting held on February 14, 2018 declared an interim dividend of Rs 0.35/- per equity share of face value of Rs. 1/- each absorbing a sum of Rs.337.06 Lacs which was paid on or before March 31, 2018. Your directors recommend that the aforesaid interim dividend shall be declared as final dividend for the year ended March 31, 2018.

Together with the Corporate Tax on dividend, the total outflow, on account of equity dividend, will be Rs. 63747247/- via-a-via Rs. 23181675 /- for the year 2016-17.

Considering the capital requirement for ongoing business expansion, the Board of Directors does not recommend any final dividend on equity shares.

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

TRANSFER TO RESERVES

Appropriations to general reserve for the financial year ended March 31, 2018 as per standalone financial statements are as under:

(In Rupees)

Net profit for the year

444367884.76

Balance of Reserve at the

245000000

beginning of the year

Transfer to General

--

Reserve

Balance of Reserve at the

245000000

end of the year

The company does not propose to transfer any amount to Reserve.

CHANGES IN SHARE CAPITAL, IF ANY

The paid up Equity Share Capital as on March 31, 2018 was Rs.9.63 Crore. During the year under review, the Company has not issued shares with differential voting rights nor granted Employee Stock Options or Sweat Equity Shares.

INFORMATION ABOUT SUBSIDIARIES/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 salient features of the financial statements of the Company''s subsidiaries in Form AOC-1 is attached to the financial statements of the Company as Annexure 11.

Pursuant to the provisions of section 136 of the Companies Act 2013, the financial statements of the Company, consolidated financial statements along with relevant documents and separate audited accounts in respect of subsidiaries, are available on the website of the Company at

www.ommetals.com

During the financial Year 2017-18, our Company has invested an aggregate of Rs. 19200000/- in acquiring shares of Worship Infraprojects Private limited thereby making it wholly owned subsidiary of the Company.

Apart from this, your Company funded its subsidiaries/JV''s from time to time, as per the fund requirements, through loans, guarantees and other means to meet working capital requirements.

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

OM METALS CONSORTIUM PRIVATE LIMITED - This wholly owned Subsidiary Company is developing a high end residential project on a very prime parcel of 19000 sq. mt. land at Jaipur and has a sellable built-up area of 6.3 lakh sqft with expected realization of ''INR 10000-12000/sqft. OMIL has invested INR 1.6 bn for land and development cost is expected to be Rs 4 bn. The company expects to generate Rs 6.0 bn of Revenue from this project over next 2-3 years, which translates into pretax profits of Rs1.3bnappx. It has hired local very reputed contractor for finishing the project under architectural leadership of Studio 18, a renowned architecture firm of USA. The construction of Residential project Palacia at A 2 Prithviraj Road near Statute Circle Jaipur (Raj.) had resumed after the judgement of Ho''ble J DA tribunal which in its verdict ordered that all approvals and maps of the project approved by J DA are as per policies/ bye laws and within legal framework.

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

CHAHEL INFRASTRUCTURES LIMITED (earlier known as OM-SPML INFRASTRUCTURE LTD.) - The Company has substantial stake totaling to 94.46%, this Company has earmarked for the development of sea port in Pondicherry. After the non clearance of the project we have moved for arbitration proceedings there our as well as of Govt. of Pondicherry claims remain unconsidered and we are taking legal advice.

SANMATI INFRADEVELOPERS PRIVATE LIMITED - This SPV wherein we own 25% stake along with 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 multi product SEZ in Pondicherry where 840 acre land has been acquired and balance 26 acre is pending. After the non clearance of this project we have moved to court for legal remedies.

BHILWARA JAIPUR TOLL ROAD PRIVATE LIMITED- This SPV where Om metals has 49% stake has done the development of the 212 km road project in Jaipur-Bhilwara Stretch on BOT basis and COD achieved in December, 2014. Om Metals has executed 100% of EPC work for a total project cost of Rs. 410 Cr. After the COD of the project all 4 toll plazas are operational and generating revenue. Due to cash shortfall in revenue generation, we have been approaching new set of lenders for take over financing. Private vehicles were made toll free wef 1.4.2018 by state govt and we are exploring with NHAI for conversion of this state highway into national highway and have also been talking to state govt for allowing compensation for loss on account of exempted vehicles. The Ministry of road and transport has given a public speech for conversion of some state high ways of Rajasthan into national Highway.

WORSHIP INFRAPROJECTS PRIVATE LIMITED (earlier known as OM METALS-SPML INFRAPROJECTS PVT LTD) - A 457 Cr Kalisindh Dam project in a SPV created with SPML infra on 50:50 basis is complete with some final leg work going on. Om Metals had been executing EPC contract for major work. This company was made wholly owned subsidiary of Om metals in current year and this company in JV with Om metals has submitted a bid for EPC contract of Isharda dam -the outcome of result of bid is pending with project authority.

GURHA THERMAL POWER COMPANY LIMITED- This company as a 50% JV of Om Metals has a lignite based thermal project in Rajasthan. Due to abnormal delay at the end of Govt, we have intimated our stand of terminating the project from our side.

PARTNERSHIPS /JV''s:

OM METALS CONSORTIUM (Partnership firm) - This prestigious partnership firm for development of SRA project in Bandra Reclamation facing Bandra- Worli Sea Link has completed the construction of the temporary transit camp.

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

OMC has done a JV with DB realty for this project where DB realty would be incurring 100% cost for the development and transfer 50% of salable area to OMC.

OM METALS -JSC JV - This JV has been executing Kameng HEP and the project is scheduled 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 smart infrastructure( knowledge city) in Vikram Udyogpuri at Ujjain. The progress of the contract is very smooth and we are expecting it to complete by 2019.

GUJRAT WAREHOUSING PRIVATE LIMITED- This SPV was incorporated for the development of silo for storing wheat for FCI.The partial land acquisition is complete and balance land is in process of negotiation. .

WEST BENGAL LOGISTIC PRIVATE LIMITED- This SPV was incorporated for the development of silo for storing wheat for FCI.The land acquisition is in process.

UTTAR PRADESH LOGISTIC PRIVATE LIMITED- This SPV was incorporated for the development of silo for storing wheat for FCI. The land acquisition is in process.

BIHAR LOGISTIC PRIVATE LIMITED- This SPV was incorporated for development of silo for storing wheat for FCI.Land acquisition is in process.

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

OM METALS INFOTECH PRIVATE LIMITED - This Company has industrial land in Jaipur and the long drawn legal hurdle has been sorted out by out of court settlement. A commercial /industrial project is at planning stage and we are exploring all sort of possibilities for monetization.

OM METALS DEVELOPRS PRIVATE LIMITED - OMDPL entered into a JV with Mahindra Life space for a residential project in Hyderabad. Mahindra owns 80% of the built-up area rights in the 10-acre premium residential project called ''Ashvita'', and OMDPL holds the rights to the remaining area. The 20% share of built-up area under OMIL is 80000 sqft and expected realization is ''4500/sq.ft.(0.36 Bn INR). The construction is complete, the project is partially delivered and sale of units are progressing very satisfactorily.

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

CONSOLIDATED FINANCIAL STATEMENTS

The consolidated financial statements of the company have been prepared in accordance with indian accounting standards (Ind AS) notified under section 133 of the companies act 2013. The audited consolidated financial statement is provided in the Annual Report.

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

- Companies which have become subsidiaries/JV during the financial year 2017-18 : Worship Infraprojects Private Limited & Om-SPML JV Ghana

- Companies which has ceased to be the Subsidiaries/Step Subsidiary during the financial year 2017-18: Om Kerui Joint Venture Private Limited

MATERIAL CHANGES AND COMMITMENTS, IF ANY, BETWEEN BALANCE SHEET DATE AND DATE OF DIRECTORS'' REPORT

There were no material changes and commitments between the end of the financial year of the Company to which the Financial Statements relates and date of Directors'' Report affecting the financial position of the Company.

INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

Pursuant to the applicable provisions of the Companies Act, 2013, read with the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (''the rules''), all unpaid or unclaimed dividends are required to be transferred by the Company to the IEPF established by the Government of India, after the completion of seven years. Further, according to the rules, the shares on which dividend has not been paid or claimed by the shareholders for seven consecutive years or more shall also be transferred to the demat account of the IEPF authority. Accordingly, the company has transferred the unclaimed and unpaid dividends of Rs 49,302/-to the IEPF Fund.

During the year 2017-18, 19509 equity shares in respect of which dividend has not been claimed for the Interim dividend declared in financial year 2009-10 and interim dividend declared in financial year 2010-11 were transferred to the IEPF Authority pursuant to the provisions of Section 124(6) of the

Companies Act, 2013and the rules thereunder.

Further, 19509 corresponding shares were transferred as per the requirement of the IEPF rules.

MEETINGS OF THE BOARD OF DIRECTORS

Eight meetings of the Board of Directors were held during the year. For further details, please refer to the corporate governance report, which forms part of this report. The maximum interval between any two meetings did not exceed 120 days, in prescribed as per the Companies Act, 2013.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013 the Board of Directors of the Company confirms that- (a)In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

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

(c)The directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

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

(e)The directors have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

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

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory and secretarial auditors and external consultants and the reviews performed by management and the relevant board committees, including the audit committee, the board is of the opinion that the Company''s internal financial controls were adequate and effective during the financial year 2017-18.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

The constitution of Board of Directors and KM P of the Company during the year 2017-18 is as under:

S.No.

Name

Designation

Date of change in designation

Date of original appointment

Date and Mode of Cessation

1.

Shri Dharam Prakash Kothari

Chairman

01/05/2017

01/05/2017

2.

Shri Sunil Kothari

Managing Director

22/08/2017

22/08/2014

3.

Shri Vikas Kothari

President

&Director

28/03/2018

28/03/2015

4.

Smt. Ranjana Ja in

Independent

Director

28/03/2015

28/03/2015

5.

Shri Gopi Raman Sharma

Independent

Director

11/03/2016

11/03/2016

6.

Shri Ram Kumar Gupta

Independent

Director

10/06/2016

10/06/2016

Resigned as on 06/01/201 8

7.

Shri Sunil Kumar Jain

Chief Financial Officer

28/03/2015

01/04/2009

8.

Smt. Reena Jain

Company Secretary

03/03/2008

In terms of Section 152 of the Companies Act, 2013 Mr. Dharam Prakash Kothari shall retire at the ensuing Annual General Meeting and being eligible, offer himself for re-appointment.The three years term as President & Director of Mr. Vikas Kothari has expired on27th March, 2018. It is proposed to reappoint him for a further period of five years from 28th March, 2018.

After the balance sheet date:

The Board at its meeting held on April 20, 2018 had appointed Mr. Naresh Kumar Paliwal as an Additional Independent Director of the Company to hold office up to date of ensuing Annual General Meeting of the Company. The appointment of Mr. Naresh Kumar Paliwal as a Non-executive Independent Director is also proposed at the ensuing Annual General Meeting of the Company.

INDEPENDENT DIRECTORS AND DECLARATION

Mr. Ram Kumar Gupta had resigned from the directorship of the Company with effect from January 06, 2018.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under Section 149 (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 out the annual performance evaluation of the Board as a whole, Board Committees and the individual Directors.

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

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

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

Independent Directors, in their separate meeting, reviewed and evaluate the performance of nonindependent directors, Board as a whole, Managing Director and the Chairman, taking into account the views of executive directors and non-executive directors and criteria laid down by the Nomination and Remuneration Committee.

FAMILARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

To familiarize the Independent Directors with the strategy, operations and functions of our Company, the executive directors/ senior managerial employees make presentation to the Independent Directors about the company''s strategy, operations etc. Independent Directors are also visiting factories and branch offices to familiarize themselves with the operations of the company and to offer their specialized knowledge for improvement of the performance of the company. Further, at the time of appointment of an Independent director, the company issues a formal letter of appointment outlining his/ her role, function, duties and responsibilities as a director. The format of the letter of appointment is available at our website www.ommetals.com

The Policy of the familiarization programmes of Independent Directors are put up on the website of the Company at the link:http://www.ommetals.com/files/familiarization-programme.pdf

NOMINATION AND REMUNERATION COMMITTEE:

As per the section 178(1) of the Companies Act, 2013 the Company''s Nomination and Remuneration Committee comprises of following Non-executive Directors as under:

For further details, please refer to the corporate governance report, which forms part of this report.

Name of the Director

Position held in the Committee

Category of the Director

Mr. Gopi Raman Sharma

Chairman

Non Executive Independent Director

Mrs. Ranjana Jain

Member

Non Executive Independent Director

*Mr. Ram Kuma r Gupta

Member

Non Executive Independent Director

*Mr. Ram Kumar Gupta resigned from the post of independent director as on 06/01/2018.

Terms of Reference:

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

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

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

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

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

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

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

h) To devise a policy on Board diversity.

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

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

Remuneration to Executive Directors:

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

Remuneration to Non Executive Directors:

The Non Executive Directors are paid remuneration by way of Sittng Fees. The Non Executive Directors are paid sittng fees for each meeting of the Board and its committees.

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

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

AUDIT COMMITTEE:

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

Name of the Director

Position held in the Committee

Category of the Director

Mr. Gopi Raman Sharma

Chairman

Non Executive Independent Director

Mrs. Ranjana Jain

Member

Non Executive Independent Director

Mr. Sunil Kothari

Member

Executive Director

For further details, please refer to the corporate governance report, which forms part of this report.

For other board committes, please refer to the corporate governance report, which forms part of this report.

AUDITORS

STATUTORY AUDITORS

The term of M/S M.C. Bhandari & Co. , Chartered Accountants (Registration No.303002E) ended with the conclusion of audit for the financial year 2016-17. After conducting a detailed evaluation and based on the recommendation of Audit Committee, the Board approved the proposal for appointment of M/S Mahipal Jain & Co., Chartered Accountants (Registration No.007284C) as statutory auditors of the Company for a term of 5 years from the financial year 2017-18 onwards on such terms and conditions and remuneration as may be decided by the Audit/ Board of Directors of the Company in consultation with the auditors. The said appointment was approved by the members of the Company at the 45th AG M held on September 29, 2017.

Vide notification dated May 7, 2018 issued by Ministry of Corporate Affairs, the requirement of seeking ratification of appointment of statutory auditors by members at each AGM has been done away with. Accordingly, no such item has been considered in notice of the 46th AGM.

AUDITORS'' REPORT

The Auditors'' Report to the members on the Accounts of the Company for the financial year ended March 31, 2018 contain with the following remarks

''Standalone financial statements includes unaudited financial statement of joint operation Om-SPML JV Rwanda.

The Board of directors had explained that it''s a new joint venture whose preliminary expense has only been started and hence seems reasonable. The Board had estimated Rs 337 lacs as capital work in progress.

Pursuant to provisions of Section 143(12) of the Companies Act, 2013, the Statutory Auditors have not reported any incident of fraud to the Audit Committee during the year under review.

SECRETARIAL AUDITOR

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 Mr. Brij Kishore Sharma, Proprietor, M/s B K Sharma & Associates, a firm of Company Secretaries in Practice, to conduct Secretarial Audit of the Company. The Report of the Secretarial Audit in Form MR-3 for the financial year ended March 31, 2018 is enclosed as Annexure V to this Report. There are no qualifications, reservations or adverse remarks made by the Secretarial Auditor in his report.

COST AUDITOR

Pursuant to the provisions of Section 148 of the Companies Act, 2013 and as per the Companies (Cost Records and Audit) Rules, 2014 and amendments thereof, the Board, on the recommendation of the Audit Committee, has approved the appointment of M/s. M. Goyal & Co., Cost Accountants as the Cost Auditors for the Company for the financial year ending March 31, 2019.

The due date for filing the Cost Audit Report of the Company is within 180 days from the end of the accounting year.

In accordance with the requirement pursuant to Section 148 of the Act, your Company carries out an annual audit of cost accounts. The Cost Audit Report and the Compliance Report of your Company for FY17, was filed with the Ministry of Corporate Affairs through Extensive Business Reporting Language (XBRL) by M/s M. Goyal & Co., Cost Accountants.

A proposal for ratification of remuneration of the Cost Auditor for financial year 2018-19 is placed before the shareholders

CONSERVATION OF ENERGY, TECHNOLOGY, ABSORPTION AND FOREIGN EXCHANGE OUTGO

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

VIGIL MECHANISM

As per Section 177(9) and (10) of the Companies Act, 2013, and as per regulation 22 of the Listing Regulations, the company has established Vigil Mechanism for directors and employees to report genuine concerns and made provisions for direct access to the Chairperson of the Audit Committee. Company has formulated the present policy for establishing the vigil mechanism/ Whistle Blower Policy to safeguard the interest of its stakeholders, Directors and employees, to freely communicate and address to the Company their genuine concerns in relation to any illegal or unethical practice being carried out in the Company. The said policy has been also put up on the website of the Company at the following link:

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

Periodic assessments to identify the risk areas are carried out and management is briefed on the risks in advance to enable the company to control risk through a properly defined plan. The areas of risk include- Technology risk, Competition risk, Financial risk, Cost risk, Legal risk, Economic Environment and Market risk, Political Environment Risk, Inflation and Cost Structure, Technology Obsolescence, Project Execution, Contractual Compliance, Operational efficiency, hurdles in Optimum use of resources, Human Resource management, environment management etc. The Board is also periodically informed of the business risks and the actions taken to manage them. The Company has formulated a policy for Risk management with the following objectives:

- Provide an overview of the 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 identify risks and associated opportunities and to respond to them with effective actions.

- Identify, assess and manage existing and new risks in a planned and coordinated manner with minimum disruption and cost, to protect and preserve Company''s human, physical and financial assets.

Fundamentals of our risk management system

The company has in place a code of conduct and high safety standards in plant operation to protect its employees and the environment. The company has instituted control bodies which verify important business decisions. Organizational measures are undertaken to prevent the infringement of guidelines and laws.

Goals of risk management

At OMIL, the risks are detected at their earliest possible and necessary measures are taken to avoid economic and environmental damage. The company lays due emphasis on avoidance 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 by various departmental heads.

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

LOANS, GUARANTEES AND INVESTMENTS

The particulars of Loans & guarantees given, investments made and securities provided covered under section 186 of the Companies Act 2013 forms part of the notes to the financial statements provided in this Annual Report.

RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were on an arm''s length basis and were in the ordinary course of business and approval of the Board of Directors &Shareholders was obtained wherever required.

The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Company''s website at the link:

http://www.ommetals.com/files/related-party-transcation.pdf

CORPORATE SOCIAL RESPONSIBILITY

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

http://www.ommetals.com/files/corporate-social-responsibility.pdf

The Composition of the Corporate Social Responsibility Committee are given below:

Name of Director

Status

Mr. Gopi Raman Sharma

Chairman

Mr. Vikas Kothari

Member

Mr. Sunil Kothari

Member

EXTRACTS OF ANNUAL RETURN

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

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

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

A. Remuneration paid to Managing and Whole Time Directors

Directors of the Company

Remuneration in F.Y. 2017-18 (Rs. In Lacs)

Remuneration in F.Y. 2016-17 (Rs. In Lacs)

% increase /decrease in remuneration

Ratio to Median remuneration

Mr. D.P. Kothari

87.25*

84.00*

3.87

30.30

M r. Sunil Kothari

88.72

88.58

0.16

30.81

Mr. Vikas Kothari

40.57

38.27

6.01

14.09

*Based on Annualized Salary.

B. Remuneration paid to KMPs

KMPs of the Company

Remuneration in FY 2017-18 (Rs. In Lacs)

Remuneration in FY 2016-17(Rs.

In Lacs)

%

increase/decrease in remuneration

Ratio to Median remuneration

Mr. Sunil Kumar Jain

12. 26

12.14

0.99

4.26

Mrs. Reena Jain

6.06

6.06

0

2.10

C) There was increase of 4.35% in Median Remuneration of employees in Financial Year 2017-18 as compared to financial year 2016-17.

D) Number of permanent employees on the rolls of Company was 220 employees as on 31.03.2018.

E) Average Salary increase of non-managerial employees was 5.90 % per employee and that of managerial employees 2.7% in financial year 2017-18. The average % increase in remuneration is in line with normal pay revision.

F) Remuneration paid during the year ended 31st March, 2018 is as per the Remuneration Policy 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 no employee 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 Company and has been assigned responsibilities. The details of the top ten employees (excluding Directors & KMP) are as under. Personnel in sl no. 1 to 4 as being family members of directors and as recognized as promoters in the company hold a key position in the company equivalent to KMP.

Sr

N

o.

Name

Desig

nation

DOJ

Remun

eration

Received

(p.m.)

Nature

of

Employ

ment

Qualifi

cation

&

Experie

nce

Age

Last

employ

ment

Relati

onship

with

Director

/

name

of

director

Percentage of equity shares held by the employee in the company

1

Vishal

Kothari

Ex.

Direct or ( Real Estate

Rajast

han

Circle)

1.04.20

08

250000

Perma

nent

B.Com, 9 Years

38

OM

Metals

Infrapro

jects

Limited

Yes

S/o

Mr.

Dharam

Prakash

Kothari

and

brother

of

Mr.

Vikas

Kothari

1.87%

2

B harat Kothari

Ex.

Direct

or-

projec

ts

1.10.20

07

250000

Perma

nent

B.E,10

Years

34

OM

Metals

Infrapro

jects

Limited

Yes

Direct

or''s

Broth

er''s

Son

2.20%

3

Bahubali K othari

Ex.

Direct

or-

projec

ts

1.04.20

08

250000

Perma

nent

BE , 9 Years

34

OM

Metals

Infrapro

jects

Limited

Yes

Direct

or''s

Broth

er''s

S on

2.30%

4

Siddarath

Kothari

Ex.

Direct

or(

Packa

ging

Units)

1.04.20

16

150000

Perma

nent

CFA, B.Sc , 1 Year

26

Jupiter

Metal

Private

Limited

Yes

S/o

Mr.

Sunil

kothar

i

1.99%

5

Monica

Bakliwal

COO

(Hotel

Divisio

n)

1.04.20

10

75000

Perma

nent

MBA, 7 Years

46

OM

Metals

Infrapro

jects

Limited

Yes

Direct

or''s

Broth

er''s

Daugh

te r

6

Rahul

Tripathi

Project

Head-

Rwanda

20.11.

2017

150000

Perma

nent

Btech,

27

years

51

Angiliqu

e

Internat

ional

No

7

Sudhir

Kumar

Jain

PM

15.02.

2016

115000

Perma

nent

B.Tech,

Civil,

28

Years

49

Gannon Drunkey Compan y Ltd.

No

8

H N R

Kesarkar

Project

Head-

Rampur

04.06.

2017

220000

Perm a-nent

BE, 38 Years

66

JITF

water

Infrastru

cture

Ltd.

No

9

Siva

Kumar

Subbian

GM

Kundah

Pjt

16.03.

2018

100000

Perm a-nent

BE, 27 Yrs

49

Tractor India Pvt. Ltd.

No

10

Anand

Ramanat

han

GM

Projects

24.10.

2017

160000

Perma

nent

B Sc., 21 Yrs

45

Fedders

Lloyd

Corpora

tion

No

None of the Employees was in receipt of remuneration in the year 2017-18 which, was in excess of that drawn by the managing director or whole-time director and holds by himself or along with his spouse and dependent children, not less than two percent of the equity shares of the company.

Power of Attorney Holders;

For the implementation and effective execution of the Projects and various Laws as applicable to the Company, the Board of Directors entrusted the following HOD''s with responsibility via Power of Attorney granted to them and these are directly responsible for compliances:

S.No.

Name Of HOD/ Authorized Person

Division/ Department/ Project

Date of Authorization

1

Deepak J ain/ Mrs. Rupali

Human Resources

14/11/2016

2

KuntiLal Jain

Income Tax

14/11/2016

3

Sunil Kumar Jain

Banking (fund raising only)

14/11/2016

4

Ramesh Dadhich

Sales Tax/ VAT/GST

14/11/2016

5

D.S. Rawat- Sr manager Finance and audit

TDS, Service Tax, Finance & Audit

14/11/2016

6

V.K. Gupta - GM Finance

Goods and Service Tax / EPCG /Custom duty

14/11/2016

7

S N Mondal

Kameng Project

14/11/2016

8

Dinesh Kumar

Ujjain Project

14/11/2016

9

K.C. Jain

Gujarat Project

14/11/2016

10

A Gogia

Kopili Project

14/11/2016

11

Ashish Anand

Hotel Om Tower

14/11/2016

12

HNR Keserker

Rampur (UP) Project

14/11/2016

13

Padam Jain

Om Realty Division

14/11/2016

14

Bashishtha Rai

Vyasi Project

14/11/2016

15

C P Sogani

Om Pack Division

14/11/2016

16

Anand Ramnathan

Ghana

24/10/2017

17.

Rahul Tripathi

Rwanda

24/11/2017

PERSONNEL

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

Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition, and Redressal) Act, 2013

In Compliance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition, and Redressal) Act, 2013, your Company has constituted an ''Internal Complaints Committee'' (''Committee''). No complaint has been received during the Year ended 31st March, 2018 in this regard. The Company has in place a Policy for Prevention of Sexual Harassment at Workplace as per requirement of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaint Committee has been set up to redress the complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. No Complaint has been received during the year ended 31st March, 2018 in this regard.

HEALTH, SAFETY AND ENVIRONMENT

The safety excellence journey is a continuing process of the Company. The safety of the people working for and on behalf of your Company, visitors to the premises of the Company and the communities we operate in, is an integral part of business. There is a strong focus on safety with adequate thrust on employees'' safety.

The Company has been achieving continuous improvement in safety performance through a combination of systems and processes as well as co-operation and support of all employees.

LISTING

The Equity Shares of the Company continue to remain listed with the National Stock Exchange (NSE) and Bombay Stock Exchange (BSE). The listing fees of the exchanges for the financial year 2018-19 have been paid.

CREDIT RATING

CARE has assigned ratings symbol of ''BBB for its long term faciliti''es''& PR1 to company.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In terms of provisions of Regulation 34 of Securities and Exchange Board of India (Listing Obligations and Disclosure) Regulations, 2015, the Management Discussion and Analysis is presented in a separate section forming part of the Annual Report.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

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

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

Business Responsibility Report

Regulation 34(2) of the Listing Regulations, provides that the Annual Report of the Top 500 listed entities based on market capitalization (calculated as on March 31 of every financial year), shall include a Business Responsibility Report(BRR). Since your Company, does not feature in the Top 500listed entities as per market capitalization as on March 31, 2018,the Business Responsibility Report for the financial year 2017-2018 does not form a part of the Annual Report.

CORPORATE GOVERNANCE

Your Company has been following principles of Good Corporate Governance Practices over the years. Your Company has complied with the Corporate Governance Code as stipulated under the Listing Regulations. A separate section on Corporate Governance along with certificate from B K Sharma and Associates, Practicing Company Secretaries confirming compliance forms part of the Annual Report.

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

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

ACKNOWLEDGEMENTS

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

On Behalf of the Board of Directors

Date: 30th May, 2018

Place: Delhi

Dharam Prakash Kothari Sunil Kothari

(Chairman) (Mg. Director)

DIN:00200342 DIN:00220940

Director’s Report