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Om Metals Infraprojects Ltd.

BSE: 531092 Sector: Engineering
NSE: OMMETALS ISIN Code: INE239D01028
BSE LIVE 15:57 | 17 Oct 75.65 1.10
(1.48%)
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75.05

HIGH

79.10

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74.35

NSE 15:51 | 17 Oct 76.70 2.50
(3.37%)
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74.95

HIGH

79.85

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OPEN 75.05
PREVIOUS CLOSE 74.55
VOLUME 352774
52-Week high 81.60
52-Week low 38.30
P/E 37.08
Mkt Cap.(Rs cr) 729
Buy Price 75.65
Buy Qty 6518.00
Sell Price 0.00
Sell Qty 0.00
OPEN 75.05
CLOSE 74.55
VOLUME 352774
52-Week high 81.60
52-Week low 38.30
P/E 37.08
Mkt Cap.(Rs cr) 729
Buy Price 75.65
Buy Qty 6518.00
Sell Price 0.00
Sell Qty 0.00

Om Metals Infraprojects Ltd. (OMMETALS) - Auditors Report

Company auditors report

TO THE MEMBERS OF

OM METALS INFRAPROJECTS LIMITED

Report on the Financial Statement

1. We have audited the accompanying standalone financial statements of Om MetalsInfraprojects Limited ('the Company') which comprise the Balance Sheet as at 31 March.2016 the Statement of Profit and Loss the cash flow statement for the year ended and asummary of significant accounting policies and other explanatory information in which areincorporated financial statements of Engineering Real estate & Hotel Divisions of theCompany audited by other auditors and whose reports have been furnished to us. Ouropinion in so far as it relates to the affairs of such division is based solely on thereport of other auditors.

Management's Responsibility for the Standalone Financial Statements

2. The Company's Board of Directors is responsible for the matters stated in Section134(5) of the Companies Act 2013 ("the Act") with respect to the preparation ofthese standalone financial statements that give a true and fair view of the financialposition financial performance and cash flows of the Company in accordance with theaccounting principles generally accepted in India including the Accounting Standardsspecified under Section 133 of the Act read with Rule 7 of the Companies (Accounts)Rules 2014 (as amended). This responsibility also includes maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding of theassets of the Company preventing and detecting frauds and other irregularities; selectionand application of appropriate accounting policies; making judgments and estimates thatare reasonable and prudent; and design implementation and maintenance of adequateinternal financial controls that were operating effectively for ensuring the accuracy andcompleteness of the accounting records relevant to the preparation and presentation ofthe financial statements that give a true and fair view and are free from materialmisstatement whether due to fraud or error.

Auditor's responsibility

3. Our responsibility is to express an opinion on these standalone financial statementsbased on our audit.

4. We have taken into account the provisions of the Act the accounting and auditingstandards and matters which are required to be included in the audit report under theprovisions of the Act and the Rules made there under.

5. We conducted our audit in accordance with the Standards on Auditing specified underSection 143 (10). Those Standards require that we comply with ethical requirements andplan and perform the audit to obtain reasonable assurance about whether the standalonefinancial statements are free from material misstatement.

6. An audit involves performing procedures to obtain audit evidence about the amountsand the disclosures in the financial statements. The procedures selected depend on theauditor's judgment including the assessment of the risks of material misstatement of thefinancial statements whether due to fraud or error. In making those risk assessments theauditor considers internal financial control relevant to the Company's preparation of thefinancial statements that give a true and fair view in order to design audit proceduresthat are appropriate in the circumstances. An audit also includes evaluating theappropriateness of the accounting policies used and the reasonableness of the accountingestimates made by the Company's Directors as well as evaluating the overall presentationof the financial statements.

7. We believe that the audit evidence we have obtained is sufficient and appropriate toprovide a basis for our audit opinion on the standalone financial statements.

Opinion

8. In our opinion and to the best of our information and according to the explanationsgiven to us the aforesaid standalone financial statements give the information requiredby the Act in the manner so required and give a true and fair view in conformity with theaccounting principles generally accepted in India :

a) in the case of balance sheet of the state of affairs of the Company as at 31stMarch 2016

b) in the case of the statement of profit and loss of the profit for the year ended onthat date.

c) in the case of the cash flow statement of the case flow for the year ended on thatdate.

9. Other matter(s)

(i) We did not audit the financial statements of one unincorporated integrated jointventures included in the standalone financial statements whose financial statementsreflect Company's net share in profit of Rs. 1616.69 Lacs for the year ended 31 March2016. These financial statements have been audited by other auditors whose audit reportshave been furnished to us by the management and our opinion on the standalone financialstatements of the Company for the year then ended to the extent they relate to thefinancial statements not audited by us as stated in this paragraph is based on solely onthe audit reports of the other auditors. Our opinion is not qualified in respect of thismatter.

(ii) We did not the audit the financial statements of company's overseas Branches ofEngineering Division located at Rwanda and Nepal reflecting profit (Net) of Rs. 1498.80Lacs for the year ended 31 March 2016 which are incorporated in Engineering Division.These financial statements are audited by branch auditor and certified by the Company'smanagement as reported by the Branch Auditor of the Engineering Division. In our opinionon the standalone financial statements of the Company for the year then ended to theextent they relate to the financial statements as stated in this paragraph is based solelyon on such management certified financial statements. Our opinion is not qualified inrespect of this matter.

(iii) In the case of Om Ray construction JV Om Metal Consortium PF SPML-OMIL JV(Ujjain) the management has furnished us the audited Financial Statements reflectingprofit (Net) of Rs 16.63 Lacs for the year ended 31 March 2016. These financial statementshave been audited by the branch auditor and certified by the Company's management asreported by the Branch Auditor of Engineering Division. In our opinion on the standalonefinancial statements of the Company for the year then ended to the extent they relate tothe financial statements as stated in this paragraph is based solely on on suchmanagement certified financial statements. Our opinion is not qualified in respect of thismatter.

Report on Other Legal and Regulatory Requirement

10. As required by the companies (Auditor's Report ) order 2016 ("theOrder") issued by the Central Govt. of India in terms of Section 143(11) of the Actwe give in the annexure "A" a statement on the matters specified in paragraphs 3& 4 of the Order.

11. As required by Section 143 (3) of the Act we report that:

(a) We have sought and obtained all the information and explanations which to the bestof our knowledge and belief were necessary for the purposes of our audit.

(b) In our opinion proper books of account as required by law have been kept by theCompany so far as it appears from our examination of those books and proper returnsadequate for the purposes of our audit have been received from the branches i.e.Engineering Real estate & Hotel Divisions of the Company not visited by us .

(c) The report(s) on the accounts of the branch office(s) i.e. Engineering Real estate& Hotel Divisions of the Company audited under section 143 (8) of the Act by thebranch auditors have been sent to us and have been properly dealt with by us in preparingthis report.

(d) The standalone financial statements dealt with by this report are in agreement withthe books of accounts and with the returns received from the branches not visited by us.

(e) In our opinion the aforesaid standalone financial statements comply with theAccounting Standards specified under Section 133 of the Act read with Rule 7 of theCompanies (Accounts) Rules 2014(as amended).

(f) Under the other matter(s) described in paragraph 9 above in our opinion there isno adverse effect on the functioning of the company .

(g) On the basis of the written representations received from the directors as on 31stMarch 2016 and taken on record by the Board of Directors none of the directors isdisqualified as on 31st March 2016 from being appointed as a director in terms of Section164 (2) of the Act.

(h) We have also audited the internal financial controls over financial reporting(IFCoFR) of the Company as of 31 March 2016 in conjunction with our audit of thestandalone financial statements of the Company for the year ended on that date and ourreport dated 30.05.2016 as per annexure "B" expressed unmodified audit report inwhich reports of Branch auditors have been sent to us and have been properly dealt with byus in preparation of this report.

(i) With respect to the other matters to be included in the Auditor's Report inaccordance with Rule 11 of the Companies (Audit and Auditors) Rules 2014 in our opinionand to the best of our information and according to the explanations given to us:

i. the company has disclosed the impact of pending litigation on its financial positionin its Financial Statement as referred in Note no 2.28(b) to the Financial Statement.

ii. The Company has made provisions as required under the applicable law or accountingstandards for material foreseeable losses if any on Long Term Contracts includingderivative contracts.

iii. There has been no delay in transferring amounts required to be transferred tothe Investor Education and Protection Fund by the company.

For M. C.Bhandari & Co.
FIRM REG. NO.303002E
Chartered Accountants
Place : Jaipur.
Dated :.30.05.2016
{CA S K Mahipal}
Partner
M.No. 070366

ANNEXURE A TO THE INDEPENDENT AUDITOR'S REPORT

Annexure referred to in paragraph 1 under the heading of "Report on other legaland Regulatory requirements" of the independent Auditor's Report on the FinancialStatements of Om Metals Infraprojects

Limited ("The Company'') for the year ended on 31 March 2016.

Based on the audit procedures performed for the purpose of reporting a true and fairview on the financial statements of the Company and taking into consideration theinformation and explanations given to us and the books of accounts and other recordsexamined by us in the normal course of audit. In preparing the report we have consideredthe report made under the aforesaid order by other auditors who have audited theFinancial Statements of the Divisions of Engg. Real estate and Hotel etc. of the Companywe report that:

(i) In respect of fixed assets :

a. The Company has maintained proper records showing full particulars includingquantitative details and situation of fixed assets.

b. The fixed assets were physically verified during the year by the management inaccordance with a program of verification the frequency of verification is reasonablehaving regard to the size of the company and the nature of its fixed assets. According tothe information and explanations given to us no material discrepancies were noticed onsuch verification as compared to books records.

c. The title deeds of all the immovable properties are held in the name of the companyexcept for the below:

Name of Property Located at Carrying Value Title Deed in the name of
Industrial Land & Building Plot No A-37-38 A- 21-22 B-26 Industrial Estate Kota 3.37 Om Metals & Mineral P Ltd*
Industrial Land & Building Plot No B-131 IPIA Kota Land – 483.49 Om Structural India P Ltd**
Building – 38.37
Multi Plex Property Plot No 11 Indra Vihar Kota Land – 77.65 Om Metals & Mineral Ltd*
Building – 88.55
Industrial Land & Building Special – 1 IPIA Kota Land – 2443.82 Om Rajasthan Carbide Ltd**
Industrial Land & Building Special – 1A IPIA Kota Land – 1876.18 Jupiter Manufacturing P Ltd**
Building – 53.04
Commercial Building Cheera Bazar Mumbai 16.50 Om Metals & Minerals Ltd*

*these are the earlier name of "the Company"

** these companies have been amalgamated in "the Company" pursuant to thescheme of amalgamation sanctioned by Hon'ble High Court Rajasthan Jaipur

The company is regularly having correspondences for change in the name of the company.In the opinion of management of the Company the same will be changed shortly from therespective department.

(ii) The management has conducted physical verification of inventory at reasonableintervals during the year except for goods-in-transit and stocks lying with thirdparties. For stocks lying with third parties at the year-end written confirmations havebeen obtained by the management. No material discrepancies were noticed on the aforesaidverification/ material discrepancies noticed on such verification have been properly dealtwith in the books of account.

(iii) According to information and explanations given to us the company has during theyear granted interest free unsecured loan aggregating Rs. 1991 Lacs to one Wholly ownedsubsidiaries and one other subsidiary company Rs. 76.06 Lacs covered in the registermaintained under section 189 of the companies Act. At the year end the outstanding loansgranted to two nos wholly owned subsidiaries aggregating to Rs. 2226.92 Lacs and two othersubsidiary company Rs. 76.93 Lacs which are Interest free loans and further explained tous these loans have been made for setting up new projects and make strategic Investmentsin step subsidiaries/

Joint Ventures and with respect to the same:

a) in our opinion the terms and conditions of grant of such loans are not prima facieprejudicial to the company's interest.

b) The schedule of repayment of the principal and the payment of the interest has notbeen stipulated and hence we are unable to comment as to whether repayments/receipts ofthe principal amount and the interest are regular;

c) in the absence of stipulated schedule of repayment of principal and payment ofinterest we are unable to comment as to whether there is any amount which is overdue formore than 90 days and whether reasonable steps have been taken by the Company for recoveryof the principal amount and interest.

(iv) In our opinion the company has complied with the provisions of sections 185 and186 of the Act in respect of loans investments guarantees and security.

(v) The Company has not accepted any deposits within the meaning of Sections 73 to 76of the Act and the Companies (Acceptance of Deposits) Rules 2014 (as amended).Accordingly the provisions of clause 3(v) of the Order are not applicable.

(vi) We have broadly reviewed the books of accounts maintained by the company pursuantto the Rules made by the Central Govt. for the maintenance of cost records under subsection (1) of section 148 of the Companies Act in respect of Engineering Division whichincludes Road and Dam Construction of the company and are of the opinion thatprima-facia the prescribed accounts and records have been made and maintained. Howeverwe have not made a detailed examination of the cost records with a view to determiningwhether they are accurate or complete.

(vii) (a) Undisputed statutory dues including provident fund employees' stateinsurance income-tax sales-tax service tax duty of customs duty of excise duty valueadded tax cess have not been regularly deposited to the appropriate authorities therehave been significant delay in large number of cases. Further no undisputed amountspayable in respect thereof were outstanding at the year-end for a period of more than sixmonths from the date they become payable.

(b) According to the information and explanations given to us and the records of thecompany examined by us The dues outstanding in respect of income-tax sales-tax servicetax duty of excise and Wealth Tax on account of any dispute are as follows:

Nature of the Statute Nature of Dues Forum where dispute is pending Demand Amount Amount paid under protest Period to which the amount relates
(Rs. in Lacs.) (Rs. in lacs.)
Central Sales Tax Act 1956. and Sales Tax/VAT Act of various states Sales Tax & Entry Tax Commissioner (Appeals)/Tribu nal 418.51 0.00 1990-91 2009-10 to 2011-12
Central Excise Act 1944 Excise Duty Tribunal (CEGATE) 526.41 5.00 1997-98 2009-10 to 2011-12
Commissioner( Appeal)and Show Case 395.01 0.00 2000-01 to 2014-15
Income Tax Act 1961 Income Tax ITAT 1.91 2.08 1992-93 & 1997-98
CIT Appeal 789.84 435.50 2007-08 to 2014-15
Service tax law finance Act 1994 Service Tax Commissioner (Appeals)/Tribu nal 242.30 23.00 2003-04 to 2005-06 & 2009-10 to 2011-12
Wealth Tax Act. Wealth Tax ITAT 0.28 0.28 1992-1993

Note : 1) Amount as per demand orders including interest and penalty whereverquantified in the order.

2) In the matter of the Income tax the department has disallowed claims under section80IB aggregating Rs. 8816.02 Lacs (previous year Rs. 10684.71 Lacs) during the FinancialYears 1976-77 1995-96 2001-02 to 2008-09. The appeals were decided in favor of thecompany by the ITAT. The Income Tax Department has preferred appeals with the Hon`ble HighCourt. The tax liability if any arising on the a final outcome of the case isindeterminate hence could not be provided.

(viii) The Company has not defaulted in repayment of loans or borrowings to any bank orfinancial institution or government during the year. The Company did not have anyoutstanding debentures during the year.

(ix) The Company did not raise moneys by way of initial public offer or further publicoffer (including debt instruments). In our opinion the term loans were applied for thepurposes for which the loans were obtained. (x) No fraud by the Company or on the companyby its officers or employees has been noticed or reported during the period covered by ouraudit.

(xi) In our opinion managerial remuneration has been paid (and)/ provided inaccordance with the requisite approvals mandated by the provisions of section 197 of theAct read with Schedule V to the Act..

(xii) In our opinion the Company is not a Nidhi Company. Accordingly clause 3(xii) ofthe Order is not applicable. (xiii) In our opinion all transactions with the relatedparties are in compliance with sections 177 and 188 of Act where applicable and therequisite details have been disclosed in the financial statements etc. as required by theapplicable accounting standards.

(xiv) During the year the company has not made any preferential allotment or privateplacement of shares or fully or partly convertible debentures.

(xv) The company has not entered into any non-cash transactions with directors orpersons connected with them. (xvi) The company is not required to be registered undersection 45-IA of the Reserve Bank of India Act 1934.

For M.C. BHANDARI & CO.
FIRM REG. NO.303002E
Chartered Accountants
Place:Jaipur
Dated: 30.05.2016
( S.K. MAHIPAL )
PARTNER
M. NO.70366

ANNEXURE B TO THE INDEPENDENT AUDITOR'S REPORT

Independent Auditor's report on the Internal Financial Controls under Clause (i) ofSub-section 3 of Section 143 of the Companies Act 2013 ("the Act"). Inpreparing the report we have considered the report made under the aforesaid order byother auditors who have audited the Financial Statements of the Divisions of Engg. Realestate and Hotel etc. of the Company we report that:

1. In conjunction with our audit of the standalone financial statements of Om MetalsInfraprojects Limited. ("the Company") as of and for the year ended 31 March2016 we have audited the internal financial controls over financial reporting (IFCoFR) ofthe company of as of that date.

Management's Responsibility for Internal Financial Controls

2. The Company's Board of Directors is responsible for establishing and maintaininginternal financial controls based on the internal control over financial reportingcriteria established by the Company considering the essential components of internalcontrol stated in the Guidance Note on Audit of Internal Financial Control Over FinancialReporting (the 'Guidance Note') issued by the Institute of Chartered Accountants of India(ICAI). These responsibilities include the design implementation and maintenance ofadequate internal financial controls that were operating effectively for ensuring theorderly and efficient conduct of the company's business including adherence to company'spolicies the safeguarding of its assets the prevention and detection of frauds anderrors the accuracy and completeness of the accounting records and the timelypreparation of reliable financial information as required under the Act.

Auditors' Responsibility

3. Our responsibility is to express an opinion on the Company's IFCoFR based on ouraudit. We conducted our audit in accordance with the Standards on Auditing issued by theInstitute of Chartered Accountants of India (ICAI) and deemed to be prescribed undersection 143(10) of the Act to the extent applicable to an audit of IFCoFR and theGuidance Note on Audit of Internal Financial Controls Over Financial Reporting (the"Guidance Note") issued by the ICAI. Those Standards and the Guidance Noterequire that we comply with ethical requirements and plan and perform the audit to obtainreasonable assurance about whether adequate IFCoFR were established and maintained and ifsuch controls operated effectively in all material respects.

4. Our audit involves performing procedures to obtain audit evidence about the adequacyof the IFCoFR and their operating effectiveness. Our audit of IFCoFR included obtaining anunderstanding of IFCoFR assessing the risk that a material weakness exists and testingand evaluating the design and operating effectiveness of internal control based on theassessed risk. The procedures selected depend on the auditor's judgement including theassessment of the risks of material misstatement of the financial statements whether dueto fraud or error.

5. We believe that the audit evidence we have obtained is sufficient and appropriate toprovide a basis for our audit opinion on the Company's IFCoFR.

Meaning of Internal Financial Controls over Financial Reporting

6. A company's IFCoFR is a process designed to provide reasonable assurance regardingthe reliability of financial reporting and the preparation of financial statements forexternal purposes in accordance with generally accepted accounting principles. A company'sIFCoFR includes those policies and procedures that (1) pertain to the maintenance ofrecords that in reasonable detail accurately and fairly reflect the transactions anddispositions of the assets of the company; (2) provide reasonable assurance thattransactions are recorded as necessary to permit preparation of financial statements inaccordance with generally accepted accounting principles and that receipts andexpenditures of the company are being made only in accordance with authorisations ofmanagement and directors of the company; and (3) provide reasonable assurance regardingprevention or timely detection of unauthorised acquisition use or disposition of thecompany's assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls over Financial Reporting

7. Because of the inherent limitations of IFCoFR including the possibility ofcollusion or improper management override of controls material misstatements due to erroror fraud may occur and not be detected. Also projections of any evaluation of the IFCoFRto future periods are subject to the risk that IFCoFR may become inadequate because ofchanges in conditions or that the degree of compliance with the policies or proceduresmay deteriorate.

Opinion

8. In our opinion the Company has in all material respects adequate internalfinancial controls over financial reporting and such internal financial controls overfinancial reporting were operating effectively as at 31 March 2016 based on the internalcontrol over financial reporting criteria established by the Company considering theessential components of internal control stated in the Guidance Note on Audit of InternalFinancial Control Over Financial Reporting (the 'Guidance Note') issued by the Instituteof Chartered Accountants of India (ICAI).

For M.C. BHANDARI & CO.
FIRM REG. NO.303002E
Chartered Accountants
Place: Jaipur
Dated: 30.05.2016
( S.K. MAHIPAL )
PARTNER
M. NO.70366