|BSE: 532880||Sector: Infrastructure|
|NSE: OMAXE||ISIN Code: INE800H01010|
|BSE LIVE 15:40 | 23 Oct||204.20||
|NSE 15:31 | 23 Oct||204.75||
|Mkt Cap.(Rs cr)||3,735|
|Mkt Cap.(Rs cr)||3734.82|
Omaxe Ltd. (OMAXE) - Director Report
Company director report
Your Directors have pleasure in presenting the Twenty Seventh Annual Report togetherwith the Financial Statements of the Company for the financial year ended March 312016.
A brief overview on Consolidated and Stand-Alone Financial Performance for theFinancial Year ended March 31 2016 is as follows:
A. CONSOLIDATED FINANCIAL PERFORMANCE
B. STAND-ALONE FINANCIAL PERFORMANCE
I) PREFERENCE SHARES
The Board recommends a dividend of 0.1% on 0.1% NonCumulative Redeemable NonConvertible Preference Shares for the Financial Year ended March 31 2016 amounting to Rs2.5 mio. for approval of Members.
II) EQUITY SHARES
Your Board is pleased to recommend a dividend of Rs 0.70 per equity share on the paidup Equity Share Capital of the Company for the Financial Year 2015-16 amounting to Rs128.03 mio for approval of the Members.
During the year under review on consolidated basis your Company registered GrossRevenue of Rs 16961.32 mio whereas the Profit before Tax and Net Profit stood at Rs1355.41 mio and Rs 783.22 mio respectively. On a standalone basis the Company registeredGross Revenue of Rs 11716.86 mio whereas the Profit before Tax and Net Profit stood at Rs941.98 mio and Rs 514.66 mio respectively.
During the year under consideration the overall market remained slow however thereis a sign of maturing real estate industry. Inspite of slow market(s) the wide range ofproduct portfolio across income classes and geographical spread of the Company has helpedin maintaining a steady performance. Your Company launched various project in LucknowVrindavan Chandigarh Bahadurgarh and Indore.
Your Company has a wide range of real estate portfolio involving developments ofIntegrated Hi-Tech Townships Group Housing projects Shopping Malls Office Spaces SCOsand Hotel projects. It has a wide geographical presence across northern and central Indiaoperating in 8 states across 27 cities.
During the year under review your Company further strengthened its foot print acrossmarkets like Uttar Pradesh Punjab Haryana and Madhya Pradesh etc. The focus of theCompany during the year has been to complete the ongoing projects and speedendeliveries.
With a widespread geographical coverage a wide range of offerings across the entirereal estate value chain a healthy pipeline of inventory at various stages of developmentan impressive land bank all these put your Company in a position of promising futuregrowth potential. Your Company is well placed to maximize from emerging socio-economictrends of rapid urbanizations emergence of smaller cities as new centres of futureeconomic growth a rapid shift towards nuclear families and aspirations of an enhancedlifestyle.
Further with the overall signs of improvement in economy rate cuts etc the greenshoots of revival in demand for real estate is evident and your Company is well-poised totake advantage of the same.
SECURED REDEEMABLE NON-CONVERTIBLE DEBENTURE
During the year under review the change in the position of the Debt Securities (CIDS)issued by the Company are as under:
Debenture Series A: Redeemed Rs 60.00 mio Debenture Series C: Redeemed Rs 15.00 mio
Periodical reminders are being sent to the Debenture holders whose debentures arematured but remain unclaimed. The Company has maintained and transferred adequate balanceto the Debenture Redemption Reserve Account in terms of the applicable provisions of theCompanies Act 2013 and Rules made thereunder.
During the year the Company had accepted Fixed Deposits under Fixed Deposit Scheme incompliance with the provisions of Section 73 and 76 and other relevant provisions of theCompanies Act 2013 and Rules made there under.
The details of the Deposit is as follows:
a. Accepted during the year: Rs 563.19 mio
b. Outstanding deposits as at the end of the year: Rs 956.88 mio.*
c. Whether there has been any default in repayment of deposits or payment of interestthereon during the year and if so number of such cases and the total amount involved:
d. The details of deposits which are not in compliance with the requirements of ChapterV of the Companies Act 2013: NIL
*(including deposit pursuant to Rule 19 of the Companies (Acceptance of Deposits)Rules 2014)
Periodical reminders are being sent to the Deposit holders whose deposits are maturedbut remain unclaimed.
The Company has discontinued accepting Fixed Deposits with effect from April 12016 asthe exemptions on insurance of deposits has not been extended vide Companies (Acceptanceof Deposits) Amendment Rules 2015 dated 31st March 2015.
The Committee consists of three Members namely Dr. Prem Singh Rana IndependentDirector Lt. Gen. (Retd.) Mr. Bhopinder Singh Independent Director and Mr. Rohtas GoelChairman and Managing Director of the Company. Dr. Prem Singh Rana Independent Directoris the Chairman of the Audit Committee. All Members of the Audit Committee possesssufficient knowledge and experience in the field of Finance and Accounts.
The Audit Committee was reconstituted due to resignation of Mr. P P Vora from theMembership of Committee w.e.f. 05.06.2015. The current constitution suffices therequirement of the provision of Section 177 of the Companies Act 2013 read withRegulation 18 of SEBI (Listing Obligations & Disclosure Requirements) Regulations2015.
The terms of reference has been mentioned in the Corporate Governance segment formingpart of Annual Report.
NOMINATION AND REMUNERATION COMMITTEE
The Committee consists of Four Members namely Dr. Prem Singh Rana IndependentDirector Lt. Gen. (Retd.) Mr. Bhopinder Singh Independent Director Ms. Padmja RuparelIndependent Director and Mr. Rohtas Goel Chairman and Managing Director of the Company.Lt. Gen. (Retd.) Bhopinder Singh Independent Director is the Chairman of the Nominationand Remuneration Committee.
The Nomination and Remuneration Committee has been reconstituted on 24.05.2016 byinduction of Ms. Padmaja Ruparel Independent Director as Member thereof. The currentconstitution suffices the requirement of the provision of Section 178 of the CompaniesAct 2013 read with Regulation 19 of SEBI (Listing Obligations & DisclosureRequirements) Regulations 2015.
The terms of reference has been mentioned in the Corporate Governance segment formingpart of Annual Report.
The Auditors M/s Doogar & Associates Chartered Accountants (Firm Registration No.000561N) hold office until the conclusion of the Annual General Meeting to be held in theyear 2017 subject to ratification at every Annual General Meeting. A Certificate from theAuditors has been received stating the ratification would be within the limits prescribedunder the Companies Act 2013. Further the Company has also received a copy of PeerReview Certificate as prescribed by the Institute of Chartered Accountant of India to theAuditors and declaration from the Auditors that they are not disqualified for suchappointment/ reappointment under the said Act.
The Board recommends the ratification of M/s Doogar & Associates CharteredAccountants as the Statutory Auditors of the Company.
The Notes on accounts and observations of the Auditors in their report on the Accountsof the Company are selfexplanatory.
Pursuant to the provisions of section 204 of the Companies Act 2013 and The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed P I & Associates a firm of Company Secretaries in practice to undertake theSecretarial Audit of the Company for the financial year 2016-17.
SECRETARIAL AUDITORS REPORT
The observations of Secretarial Auditor of the Company in their report areself-explanatory and the report of the Secretarial Audit report is annexed herewith asAnnexure I.
Pursuant to Section 148 of The Companies Act 2013 read with The Companies (CostRecords and Audit) Amendment Rules 2014 the cost audit records maintained by the Companyin respect of its construction activity is required to be audited. Your Director had onthe recommendation of the Audit Committee appointed M/s S.K Bhatt & Associates toaudit the cost accounts of the Company for the financial year 2016-17 at a remuneration ofRs 150000/- plus out of pocket expense. As required under the Companies Act 2013 theremuneration payable to the Cost Auditor is required to be placed before the Members forratification.
The Board recommends the ratification of remuneration of Secretarial Auditors of theCompany.
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 of the Company for the Audit ofthe cost records of the Company in terms of Act post audit shall submit their report toBoard in due course.
INTERNAL FINANCIAL CONTROL & SYSTEMS
The Company has in-house Internal Audit Department. Internal Financial Control &Systems of the Company has been devised through its extensive experience that ensurescontrol over various functions of its business. The Company practises Quality ManagementSystem for Design Planning Construction and Marketing. Periodic audits conducted byInternal Auditors and Statutory Auditors provide means whereby any weakness whetherfinancial or otherwise is identified and rectified in time.
SUBSIDIARY & JOINT VENTURES COMPANIES
The Company has 98 subsidiaries as on March 312016. List of Subsidiaries which havebeen consolidated at the year-end is given in the Notes to Accounts.
Capital Redevelopment Private Limited Kashish Buildtech Private Limited KaminiBuilders and Promoters Private Limited Shikhar Landcon Private Limited are Subsidiariesof the Company. Further during the period under review no Company was ceased to beSubsidiary of the Company. Further Giant Dragon Mart Private Limited Robust BuildwellPrivate Limited and Parkash Omaxe Amusement Park Private Limited are the Joint VentureCompanies of the Company.
ACCOUNTS OF SUBSIDIARY COMPANIES
Pursuant to Accounting Standard AS-21 on Consolidated Financial Statements read withAS-27 on Financial Reporting of Interest in Joint Ventures issued by the Institute ofChartered Accountants of India and Listing Agreement as prescribed by Securities andExchange Board of India (SEBI) Consolidated Financial Statements which includes thefinancial information of the subsidiaries are enclosed and forms part of this AnnualReport.
As per the provision of first proviso of Section 129(3) of the Companies Act 2013 readwith Rule 5 of the Companies (Accounts) Rules 2014 the balance sheets of the subsidiarycompanies have not been attached to the Annual Report. However Company is required toattach alongwith its financial statements a separate statements containing the salientfeatures of financial statements of its subsidiaries in Form AOC-1.
Further the Annual Accounts of the subsidiary companies and the related detailedinformation will be made available to the shareholders of the holding and subsidiarycompanies seeking such information at any point of time and the Annual Accounts of thesubsidiary companies will also be kept for inspection by any member in the head office ofthe holding company and of the subsidiary companies concerned. The Company will furnish ahard copy of details of accounts of subsidiaries to any shareholder on demand. Furtherthe annual accounts for the financial year 2015-16 of all the subsidiary companies areavailable on the website of the company ie. www.omaxe.com.
CORPORATE SOCIAL RESPONSIBILTY
Your Directors upon the recommendation of the CSR Committee adopted CSR policy andinitiated its implementation. The Company is having two projects under CSR Policy. Duringthe period under consideration the Company had to spend an overall amount of Rs 14.70 miotowards CSR activity. The Company has spent Rs 8.41 Lakhs under one project. Further theTrust implementing the other project has spent Rs 42.24 Lakhs. The Company is yet torelease/spend amount thereof. In view of sluggish market condition and working capitalrequirements during the year under consideration the CSR spend has been restrained.
The Annual Report on CSR activities is annexed herewith as Annexure II.
POLICY ON SEXUAL HARASSMENT
The Company has in place a Policy on Sexual Harassment in line with the requirements ofthe Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act2013. Complaint Committee is set up to redress complaints received regularly. All femaleemployees are covered under the policy. There was no complaint received from any employeeduring the financial year 2015-16 and hence on complaint is outstanding as on March 312016 for redressal. Ms. Sudha Sharma has become new member of the committee w.e.f.09.02.2016
During the period under review your director meet 5 (Five) times. The Meetings wereheld on 28.05.2015 06.08.2015 29.09.2015 04.11.2015 and 09.02.2016. The maximuminterval between two Meetings did not exceed 120 days as prescribed in the Companies Act2013. Details of Nos. of Meetings of Board and various Committees attended during the yearby each Director/Member is disclosed in the Corporate Governance Report.
In accordance with the provisions Section 152 of the Companies Act 2013 and Articlesof Association of the Company Mr. Jai Bhagwan Goel Whole Time Director of the Company whoshall retire by rotation at the ensuing Annual General Meeting being eligible offerhimself for re-appointment. Further during the period under Review Mr. SudipBandyopadhyay was appointed as an additional director in the capacity of IndependentDirector. The proposal for confirmation of his appointment as Independent Director for aterm of 5 Years shall be put up before ensuing Annual General Meeting. Further Mr. PP Vorahas resigned w.e.f. 05.06.2015. The Board appreciates his valuable contribution during histenture.
Further Mr. Sudhangshu S Biswal was appointed as an Additional Director in thecategory of Whole time Director of the Company for a period of five (5) years with effectfrom August 11 2016 to August 10 2021 liable to retire by rotation. The proposal forconfirmation of his appointment as Whole time Director of the Company shall be put upbefore ensuing Annual General Meeting.
Brief resume of the Directors proposed to be reappointed / appointed nature of theirexpertise in specific functional areas and names of the companies in which they holddirectorship and Membership/ chairmanship of Committees of the Board as stipulated underSEBI (Listing Obligations and Disclosures Requirements) 2015 are provided in theCorporate Governance Report forming part of the Annual Report.
DECLARATION BY INDEPENDENT DIRECTORS
As per the requirement of section 134(3)(d) of the Companies Act 2013 the Company isrequired to attach the statement on declaration given by the Independent Directors underSection 149(6) with the Report. Your company has received the said declaration from allthe Independent Directors.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the requirement under section 134(5) of the Companies Act 2013 withrespect to Directors' Responsibility Statement it is hereby confirmed that:
a. In the preparation of the annual accounts for the financial year ended March 312016 the applicable accounting standards have been followed and there are no materialdepartures;
b. The Directors had selected such accounting policies and applied them consistentlyand made judgements and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company as on March 31 2016 and of the profit ofthe Company for the year ended on that date;
c. The Directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities; and
d. The Directors had prepared the financial statements of the Company for the financialyear ended March 31 2016 on a going concern' basis.
e. The Directors had laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively.
f. The Directors had devised proper systems to ensure compliance with the provisions ofall 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 areset out in Annexure III.
CONSERVATION OF ENERGY RESEARCH AND DEVELOPMENT/ TECHNOLOGY ABSORPTION/ FOREIGNEXCHANGE EARNING AND OUTGO
The information required pursuant to Section 134 (3)(m) of the Companies Act 2013read with Companies (Accounts) Rules 2014 pertaining to Conservation of Energy Research& Development Technology Absorption are not applicable to the company.
The earning in foreign currency is Rs 1.11 mio during the current financial year asagainst Rs Rs 5.51 mio in previous year and expenditure in foreign currency is Rs 1.80 mioduring the current year as compared to Rs 4.38 mio in the previous year.
Investor Relations have been cordial during the year. As per the Circular No.CIR/OIAE/2/2011 dated June 3 2011 issued by the Securities and Exchange Board of IndiaCompany is timely redressing the Investor Complaints through the SEBI complaints RedressSystem (SCORES). As a part of compliance the Company has an Investor Grievance Committeeto redress the issues relating to investors. It consists of two Members namely Lt. Gen.(Retd.) Bhopinder Singh Independent Director and Mr. Jai Bhagwan Goel Whole TimeDirector of the Company. Lt. Gen. (Retd.) Bhopinder Singh Independent Director is theChairman of the Investor Grievance Committee. The details of this Committee are providedin the Corporate Governance Report forming part of the Annual Report.
The equity shares continue to be listed on the BSE Ltd (Bombay Stock Exchange) and theNational Stock Exchange of India Ltd. (NSE). Both these Stock Exchanges have nationwideterminals and therefore shareholders/investors are not facing any difficulty in tradingthe shares of the Company from any part of the Country. The Company has paid annuallisting fees for the financial year 2016-17 to the BSE Ltd. and the National StockExchange of India Ltd. and annual custody fees to National Securities Depository Limitedand Central Depository Services (India) Limited.
CORPORATE GOVERNANCE REPORT
The Directors adhere to the requirements set out by the Securities and Exchange Boardof India's Corporate Governance practices and have implemented all the stipulationsprescribed. Secretarial compliances reporting intimations etc. under the Companies Act2013 listing agreement(s) and other applicable laws rules and regulations are noted inthe Board/ Committee Meetings from time to time. The Company has implemented several bestcorporate governance practices as prevalent globally.
The Corporate Governance Report as stipulated under Regulation 34(3) and otherapplicable Regulations read with Part C of Schedule V of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 forms part of this Report.
STATUTORY AUDITORS CERTIFICATE ON CORPORATE GOVERNANCE
The requisite Certificate from the Statutory Auditors of the Company M/s Doogar &Associates Chartered Accountants confirming compliance with the conditions of CorporateGovernance as stipulated under Regulation 34(3) and 53(f) read with Part E of Schedule Vthe aforesaid Regulations is attached and forms part of the Report.
MANAGEMENT DISCUSSION AND ANALYSIS
The Management Discussion and Analysis Report as required under Regulation 34(2)(e) ofSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 forms part ofthis Report.
EXTRACT ANNUAL RETURN
Pursuant to section 92 of the Companies Act 2013 read with Rule 12 of The Companies(Management and Administration) Rules 2014 the extract of Annual Return is attachedherewith as Annexure IV.
PARTICULARS OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES
All contracts/arrangements/transaction entered into by the Company during the financialyear with related parties were in the ordinary course of business and on arm's lengthbasis. During the year the Company had not entered into any contract/arrangement/transaction with the related parties which could be considered material inaccordance with the policy of the Company on materiality of related party transactions.Please refer to Annexure V Your directors draw attention of the Members to Note no.41 tothe financial statement which set out related party disclosure.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENT
Your Company is engaged in the business of providing infrastructure facilities i.e.housing real estate development etc. The provision of Section 186 of the Companies Act2013 are not applicable on the Company.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
During the period under review no material order has been passed by any regulator orcourt excepting to the extent as may be mentioned in the Notes to Accounts attached to theFinancial Statements forming part of the Annual Report.
SEBI (Listing Obligation & Disclosure Requirements) Regulation 2015 mandates thatthe Board shall monitor and review the Board evaluation framework. The framework includesthe evaluation of directors on various parameters.
Companies Act 2013 states that a formal annual evaluation needs to be made by theBoard on its own performance and that of its Committees Chairman of the board andindividual directors. Schedule IV of the Companies Act 2013 states that the performanceevaluation of independent directors shall be done by the entire Board of Directorsexcluding the directors being evaluated.
The Company has adopted adequate policy for the evaluation of its director includingindependent director and for the evaluation of the performance of Board and its Committee;the above referred evaluation has been made in accordance with the stated policy.
DIRECTORS APPOINTMENT AND REMUNERATION POLICY
Pursuant to the provision of Section 178 of the Companies Act 2013 and 19 of SEBI(Listing Obligation & Disclosure Requirements) Regulation 2015 the Board of Directorson the recommendation of Nomination and Remuneration Committee has framed a policy for theappointment of Directors and Senior Management and their remuneration. The policy isavailable on the website of the Company.
RISK MANAGEMENT POLICY
The Company has adopted the risk management policy which is aimed at creating andprotecting shareholders value by minimizing threats and losses and identifying andmaximizing opportunities. Your directors periodically review the risks associated with thebusiness or threaten the prospectus of the company.
WHISTLE BLOWER POLICY
The company has a vigil mechanism named as Whistle Blower Policy of the Company anavenue to raise concern and access in good faith the chairman of the Audit Committee whichprovide for adequate safeguard against victimisation of person. The Policy on WhistleBlower Policy may be accessed on the Company's website.
Your Directors would like to express their sincere appreciation for assistance andco-operation received from the vendors and stakeholders including financial institutionsbanks Central & State Government Authorities other business associates who haveextended their valuable sustained support and encouragement during the year under review.
The relationship with the employees remained cordial during the year. Your Directorsare thankful to the shareholders and customers for their continued patronage. YourDirectors wish to place on record their appreciation for impressive growth achievedthrough the competence hard work solidarity cooperation and support of employees at alllevels.
Statement made in the Annual Report including those stated under the caption"Management Discussion and Analysis" describing the Company's plans executionsachievements projections and expectations may include approximations and may constitute"forward looking statement" within the meaning of applicable laws andregulations. Actual results may differ materially from those either expressed or implied.