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Omaxe Ltd.

BSE: 532880 Sector: Infrastructure
NSE: OMAXE ISIN Code: INE800H01010
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VOLUME 39735
52-Week high 217.45
52-Week low 156.40
P/E 75.46
Mkt Cap.(Rs cr) 3,781
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 208.15
CLOSE 207.90
VOLUME 39735
52-Week high 217.45
52-Week low 156.40
P/E 75.46
Mkt Cap.(Rs cr) 3,781
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Omaxe Ltd. (OMAXE) - Director Report

Company director report

DEAR MEMBERS

Your Directors have pleasure in presenting the Twenty Eight Annual Report together withthe Financial Statements of the Company for the Financial Year ended March 31 2017.

FINANCIAL HIGHLIGHTS

A brief overview on Consolidated and Stand-Alone Financial Performance for theFinancial Year ended March 31 2017 is as follows:

A. CONSOLIDATED FINANCIAL PERFORMANCE

(Rs. in mn)

Particulars 31.03.2017 31.03.2016
(Audited) (Audited)
Revenue from operations 16267.53 13857.25
Other Income 589.18 541.28
Total Income 16856.71 14398.53
Expenses
Operating Expenditure 11844.90 9940.12
Benefit Employee 555.12 570.60
Expense
Depreciation and amortization expenses 88.93 103.73
Other Expenses 1031.05 925.79
Total Expenses 13520.00 11540.24
Profit before finance cost and tax 3336.71 2858.29
Finance Cost 1545.28 1467.90
Profit before tax (PBT) 1791.43 1390.39
Tax Expenses 738.84 624.10
Profit before comprehensive income 1052.59 766.29
Other comprehensive incomes (1.93) 3.47
Total comprehensive income for the year 1050.66 769.76

B. STAND-ALONE FINANCIAL PERFORMANCE

(Rs. in mn)

Particulars 31.03.2017 31.03.2016
(Audited) (Audited)
Revenue from operations 10366.01 9609.34
Other Income 424.32 555.89
Total Income 10790.33 10165.23
Expenses
Operating Expenditure 7005.24 6517.34
Employee Benefit 498.35 517.59
Expense
Particulars 31.03.2017 31.03.2016
(Audited) (Audited)
Depreciation and amortization expenses 64.83 87.77
Other Expenses 720.47 678.31
Total Expenses 8288.89 7801.01
Profit before finance cost and tax 2501.44 2364.22
Finance Cost 1211.59 1384.37
Profit before tax (PBT) 1289.85 979.85
Tax Expenses 611.50 452.25
Profit before comprehensive income 678.35 527.60
Other comprehensive incomes 7.75 3.17
Total comprehensive income for the year 686.10 530.77

DIVIDEND

I) PREFERENCE SHARES

The Board recommends a dividend of 0.1% on 0.1% Non- Cumulative RedeemableNon-Convertible Preference Shares for the FY ended March 31 2017 amounting to Rs.2.5 mnfor approval of Members.

II) EQUITY SHARES

Your Board is pleased to recommend a dividend of Rs. 0.70 per equity share on the paidup Equity Share Capital of the Company for the FY ended March 31 2017 for approval of theMembers.

OPERATIONS

During the year under review on consolidated basis your Company registered GrossRevenue of Rs.16856.71 mn whereas the Profit Before Tax and total comprehensive incomefor the year stood at Rs.1791.43 mn and Rs.1050.66 mn respectively. On a standalone basisthe Company registered Gross Revenue of Rs.10790.33 mn whereas the Profit before Tax andtotal comprehensive income for the year stood at Rs.1289.85 mn and Rs.686.10 mnrespectively.

During the year under consideration the overall market remained weak. However thereare signs of a 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 has various projects in LucknowVrindavan New Chandigarh Bahadurgarh Indore Noida and Greater Noida.

Your Company has a wide range of real estate product-portfolio involving development 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 execution of ongoing projects anddeliver homes to our customers. During the year we delivered 5.0 mn sq ft of spaceswhich is an achievement given the tough market conditions.

OUTLOOK

With a widespread geographical coverage a wide range of offerings across the entirereal estate value chain good track record strong brand value ethical businessoperations a healthy pipeline of inventory at various stages of development animpressive land bank. All these put your Company in a position of promising future growthpotential. Your Company is well placed to maximize from emerging socio-economic trends ofrapid urbanizations emergence of smaller cities as new centres of future economic growtha rapid shift towards nuclear families and aspirations of an enhanced lifestyle. We haveadopted new laws like RERA-The Real Estate (Regulation and Development) Act 2016 in trueform and spirit in the best interests of our customers. We have always been practicingethical business values and robust Corporate Governance.

Further with the impending signs of improvement in economy post demonetizationavailability of cheaper loans the green shoots of revival in demand for real estate willsurely be capitalized by your Company.

SECURED REDEEMABLE NON-CONVERTIBLE DEBENTURE

During the year under review the change in the position of the Debt Securities asissued by the Company is as under:

Details of Debentures Issued by the Company

Sl. No. Series of NCDs ISINs No. of NCDs Face Value per NCD (in Rs.) Tenure of NCDs (in years) *Outstanding Value of Debentures as on April 01 2016 (in mn) *Debentures redeemed during the Year (in mn) *Outstanding Value of Debentures as on March 31 2017 (in mn)
1 Series A INE800H07215 480 500000 2 177.82 177.82 0.00
2 Series B INE800H07223 320 500000 3 156.61 77.29 79.32
3 Series C INE800H07231 120 500000 2 44.43 44.43 0.00
4 Series D INE800H07249 80 500000 3 39.15 19.32 19.83
Total 1000 418.01 318.86 99.15

*figures are as per Ind AS

The Company has maintained and transferred adequate balance to the Debenture RedemptionReserve Account in terms of the applicable provisions of the Companies Act 2013 and Rulesmade thereunder.

PUBLIC DEPOSITS

MCA vide Companies (Acceptance of Deposits)

Amendment Rules 2016 dated June 29 2016 had notified that the Companies may acceptdeposits without deposit insurance contract till the March 31 2017 or till theavailability of a deposit insurance product whichever is earlier.

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

The details of the deposits are as follows:

a. Accepted during the year: Rs.523.91 mn

b. Outstanding deposits as at the end of the year: Rs.756.67 mn.*

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:

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

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

*(including deposit pursuant to Rule 19 of the Companies (Acceptance of Deposits)Rules 2014)

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

The Company did not accept deposits during the period from April 1 2017 to May 102017. MCA vide Companies (Acceptance of Deposits) Amendment Rules 2017 dated May 11 2017has notified that the Companies may accept deposits without deposit insurance contracttill March 31 2018 or till the availability of a deposit insurance product whichever isearlier. Hence the Company has started accepting deposits in pursuance of the saidcircular w.e.f. May 17 2017.

AUDIT COMMITTEE

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

STATUTORY AUDITOR

The Auditors M/s Doogar & Associates Chartered

Accountants (Firm Registration No. 000561N) hold office until the conclusion of theAnnual General Meeting to be held in the year 2017 as their term of appointment iscompleting in terms of Section 139 of the Companies Act 2013.

On the recommendation of the Audit Committee the Board of Directors has proposed toappoint M/s BSD & Co. Chartered Accountants (Firm Registration No. 000312S) asStatutory Auditors for a period of five years i.e. from the conclusion of the ensuingAnnual General Meeting to be held in the year 2017 and till the conclusion of AnnualGeneral Meeting to be held in the year 2022 subject to ratification by the Members atevery Annual

General Meeting at a remuneration to be decided by the Board of Directors. Wherein M/sBSD & Co. Chartered Accountants has confirmed their willingness and eligibility underthe provision of the Companies Act 2013 to be Statutory Auditors of the Company which issubject to shareholders approval.

The proposed Auditors have consented to the said appointment and confirmed that theyare eligible for appointment as Statutory Auditors of the Company under Section 139 of theAct and meet the criteria for appointment specified in Section 141 of the Act. Furtherthe Company has also received a copy of Peer Review Certificate as prescribed by theInstitute of Chartered Accountant of India to the Auditors and declaration from theAuditors that they are not disqualified for such appointment/ reappointment under the saidAct.

AUDITOR'S REPORT

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

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

SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of the Companies Act 2013 and The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed P I & Associates Company Secretaries to undertake the Secretarial Audit ofthe Company for the FY 2016-17.

The observations of Secretarial Auditor of the Company in their Report for the FY endedMarch 31 2017 are self-explanatory and the Report of the Secretarial Audit in

Form MR-3 is annexed as Annexure I.

COST AUDITOR

On the recommendation of the Audit Committee the Board of Directors has appointed M/sS.K. Bhatt & Associates to audit the cost accounts of the Company for the FY 2017-18at a remuneration of Rs.150000/- plus out of pocket expense and applicable taxes. TheBoard recommends remuneration for approval of shareholders.

COST AUDITORS' REPORT

In terms of Section 148 of The Companies Act 2013 the Company had appointed M/s S.K.Bhatt & Associates Cost Accountants as Cost Auditors for the Audit of the costrecords of the Company for the FY 2016-17. The Cost Auditor in terms of the Act postaudit shall submit their Report to Board in due course.

INTERNAL FINANCIAL CONTROL & SYSTEMS

The Company had in-house Internal Audit Department uptill October 14 2016. The Boardof Directors appointed M/s KPMG as the Internal Auditors of the Company w.e.f. October 152016. Internal Financial Control & Systems of the Company has been devised through itsextensive experience that ensures control over various functions of its business. TheCompany practices Quality Management System for Design Planning Construction andMarketing. Periodic audits conducted by Internal Auditors and Statutory Auditors providemeans whereby any weakness whether financial or otherwise is identified and rectified intime.

SUBSIDIARY & JOINT VENTURES COMPANIES

The Company has 95 subsidiaries & 2 joint venture companies as on March 31 2017.List of subsidiaries which have been consolidated at the year-end is given in the Notes toAccounts.

In terms of Indian Accounting Standard (Ind AS) 27 there are 157 more companies whoseaccounts had been consolidated with Company's accounts.

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

ACCOUNTS OF SUBSIDIARY COMPANIES

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

As per the provision of first proviso of Section 129(3) of the Companies Act 2013 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 AnnualAccounts of the subsidiary companies and the related detailed information will be madeavailable to the shareholders of the holding and subsidiary companies seeking suchinformation at any point of time and the Annual Accounts of the subsidiary companies willalso be kept for inspection by any member in the head office of the holding Company and ofthe subsidiary companies concerned. The Company will furnish a hard copy of details ofaccounts of subsidiaries to any shareholder on demand. Further the annual accounts forthe FY 2016-17 of all the subsidiary companies are available on the website of the Companyi.e. www.omaxe.com.

BUSINESS RESPONSIBILITY REPORT

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

CORPORATE SOCIAL RESPONSIBILTY

The Board upon the recommendation of the CSR Committee adopted CSR Policy andinitiated its implementation. The CSR Policy is available on the Company's websitewww.omaxe .com. During the period under consideration the Company had to spend an overallamount of Rs.16.53 mn towards CSR activity. The Company has spent Rs.24.63 lakhs underNational Employment Through Apprentice Programme (NETAP) on CSR. NETAP is on the jobtraining program offered by TeamLease Skill University which operates under PPP modelbetween AICTE (MHRD) CII & NDSC.

NETAP is governed by the NEEM Notification (National Employability Enhancement Mission)published in the gazette by AICTE as per the AICTE Act of 1987. Its purpose is to:-

Overcoming the current challenges of the Apprenticeship Act.

Building skills of Unemployed youth through

Learning by doing and Learning while earning.

Providing them with access to practical skills.

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

Though the Company had intended to spend entire CSR budget during this year there wasa delay in commencing the project and hence the entire CSR budget could not be spent.

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

POLICY ON SEXUAL HARASSMENT

The Internal Complaints Committee (ICC) was reconstituted with Ms. Meeta Sharma as(Presiding Officer) Ms. Vijay Laxmi (Member) Mr. Virender K Singhal (Member) Ms. ShubhaSingh (Member) and a member from an NGO Ms. Sudha Sharma subsequent to which the Companyadopted the revised Policy on Prevention of Sexual Harassment of Women at Workplace w.e.f.February 9 2017 in line with the requirements of the Sexual Harassment of Women atWorkplace (Prevention Prohibition and Redressal) Act 2013. All female employees arecovered under the Policy. There was no complaint received from any employee during the FY2016-17 and hence no complaint is outstanding as on March 31 2017 for redressal.

DIRECTORATE & KMP

During the period under Review Mr. Sudhangshu S. Biswal was appointed as Whole TimeDirector of the Company w.e.f. 11th August 2016. Mr. Venkat Rao Company Secretary of theCompany resigned from the position w.e.f. 18th July 2016. The Board appreciates hisvaluable contribution to the Company during his tenure. Further Ms. Shubha Singh joinedas Company Secretary w.e.f. 11th August 2016 in place of Mr. Rao.

Further Ms. Shruti Dvivedi Sodhi was appointed as an Additional Independent Directorw.e.f. May 29 2017. Accordingly she shall hold officeupto the date of ensuing AGM. Theproposal for confirmation of her appointment as Independent Director for a term of 5 yearsshall be put up before ensuing AGM.

Mr. Mohit Goel resigned from the position of Chief Executive Officer (CEO) of theCompany w.e.f. 28th May 2017. Further Ms. Padmaja Ruparel has resigned fromthe position of Independent Director of the Company w.e.f. 29th May 2017. TheBoard appreciates their valuable contribution during their tenure.

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

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

BOARD AND ITS COMMITTEES

The Board comprises 8 members - 4 Executive Directors and 4 Non-executive Directors whoare Independent Directors. During the period under review your directors met 5 (Five)times. The maximum interval between two Meetings did not exceed 120 days as prescribed inthe Companies Act 2013. Details of number of meetings of

Board and various Committees attended during the year by each Director/Member isdisclosed in the Corporate Governance Report forming part of this Annual Report.

The Board has five Committees namely Audit Committee Nomination and RemunerationCommittee Corporate Social Responsibility Committee Executive Committee InvestorGrievances Cum Stakeholder Relationship Committee.

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

Mr. Vimal Gupta is the Chief Financial Officer and

Ms. Shubha Singh is the Company Secretary of the Company.

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 312017 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 judgments 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 2017 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 for safeguarding the assets of the Company and for preventing anddetecting fraud and other irregularities; and

d. The Directors had prepared the financial statements of the Company for the FinancialYear ended March 31 2017 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.2.85 mn during the current FY as against Rs.1.11mn in previous year and expenditure in foreign currency is Rs.7.11 mn during the currentyear as compared to Rs.1.80 mn in the previous year.

INVESTOR RELATIONS

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

LISTING

The equity shares continue to be listed on the BSE Ltd (Bombay Stock Exchange) and theNational Stock Exchange of India Ltd. (NSE). Both these Stock Exchanges have nationwideterminals and therefore shareholders/ investors are not facing any difficultyin tradingthe shares of the Company from any part of the Country. The Company has paid annuallisting fees for the FY 2017-18 to BSE Ltd. and National Stock Exchange of India Ltd. andannual custody fees to National Securities Depository Limited and Central DepositoryServices (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 the Company M/s Doogar & Associates CharteredAccountants confirming compliance with the conditions of Corporate Governance asstipulated under Regulation 34(3) and 53(f) read with Part E of Schedule V of theaforesaid Regulations is attached and forms part of the Report.

MANAGEMENT DISCUSSION AND ANALYSIS

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

EXTRACT OF ANNUAL RETURN

Pursuant to section 92 of the Companies Act 2013 read with Rule 12 of The Companies(Management and Administration) Rules 2014 the extract of Annual Return is attachedherewith as Annexure 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.Your Directors draw attention of the Members to Note no.49 to the financial statementwhich 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.

PERFORMANCE EVALUATION

SEBI (Listing Obligation & Disclosure Requirements) Regulation 2015 mandates thatthe Board shall monitor and review the Board evaluation framework. The framework includesthe evaluation of Directors on various parameters. from the Statutory Auditors ofCompanies Act 2013 states that a formal annual evaluation needs to be made by the Boardon its own performance and that of its Committees Chairman of board and individualDirectors. Schedule IV of the Companies Act 2013 states that the performance evaluationof independent Directors shall be done by the entire Board of Directors excluding theDirectors being evaluated.

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

DIRECTOR'S APPOINTMENT AND REMUNERATION POLICY

Pursuant to the provision of Section 178 of the Companies Act 2013 and Regulation 19of SEBI (Listing Obligation & Disclosure Requirements) Regulations 2015 the Board ofDirectors on the recommendation of Nomination and Remuneration Committee has framed aPolicy for the appointment of Directors and Senior Management and their remuneration whichis available on the website of the Company.

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

RISK MANAGEMENT POLICY

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

WHISTLE BLOWER POLICY

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

DIVIDEND DISTRIBUTION POLICY

The Board based on the recommendations of the Audit Committee approved DividendDistribution Policy of the Company in accordance with SEBI (listing obligations anddisclosure requirements) (second amendment) Regulations 2016 dated 8th July 2016. TheDividend Distribution Policy forms part of this Annual Report and is also available on theCompany's website www. omaxe.com.

ACKNOWLEDGEMENT

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

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

CAUTIONARY STATEMENT

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

For and on behalf of the Board
For Omaxe Limited
Sd/-
Rohtas Goel
Place: New Delhi (DIN: 00003735)
Date: May 28 2017 Chairman and Managing Director