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MMTC Ltd.

BSE: 513377 Sector: Others
NSE: MMTC ISIN Code: INE123F01029
BSE 00:00 | 14 Oct 47.10 1.25
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NSE 00:00 | 14 Oct 47.10 1.20
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OPEN 45.85
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VOLUME 759035
52-Week high 63.95
52-Week low 15.75
P/E
Mkt Cap.(Rs cr) 7,065
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 45.85
CLOSE 45.85
VOLUME 759035
52-Week high 63.95
52-Week low 15.75
P/E
Mkt Cap.(Rs cr) 7,065
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

MMTC Ltd. (MMTC) - Director Report

Company director report

Dear members

Your directors have pleasure in presenting the thirty first annual report together withthe financial statements (standalone & consolidated) of the company for the financialyear ended march 31 2020.

Financial highlights

A brief overview on standalone and consolidated financial performance for the financialyear (‘fy') ended march 31 2020 is as follows:

A. Consolidated financial performance

(rupees in crore)

Particulars 31.03.2020 31.03.2019
(audited) (audited)
Revenue from 1121.43 1166.51
Operations
Other income 34.20 33.73
Total income 1155.63 1200.24
Expenses
Operating expenditure 785.72 877.81
Employee benefit expense 56.86 66.59
Depreciation and Amortization expenses 72.67 8.99
Other expenses 87.82 93.98
Total expenses 1003.07 1047.37
Profit before finance cost and tax 152.56 152.87
Finance cost 108.30 74.31
Profit before tax (pbt) 44.26 78.56
Tax expenses 141.40 29.91
Share of profit/(loss) in associates
Profit before (97.14) 48.65
Comprehensive income
Other comprehensive incomes (0.19) (0.07)
Total comprehensive (97.33) 48.58
Income for the year

B. Standalone financial performance

(rupees in crore)

Particulars 31.03.2020 31.03.2019
(audited) (audited)
Revenue from Operations 779.59 768.04
Other income 143.49 160.05
Total income 923.08 928.09
Particulars 31.03.2020 31.03.2019
(audited) (audited)
Expenses
Operating expenditure 517.39 523.43
Employee benefit 51.15 60.27
Expense
Depreciation and 66.69 6.78
Amortization expenses
Other expenses 57.21 71.82
Total expenses 692.44 662.3
Profit before finance 230.64 265.79
Cost and tax
Finance cost 201.37 224.12
Profit before tax (pbt) 29.27 41.67
Tax expenses 123.62 18.53
Profit before (94.35) 23.14
Comprehensive income
Other comprehensive 0.12 (0.19)
Incomes
Total comprehensive (94.23) 22.95
Income for the year

Transfer to reserves

During the year under review the board of directors of your company have decided notto transfer any amount to the general reserves considering the current situation andfinancials of the company.

Dividend

I) preference shares

The board of directors of your company recommend a dividend of 0.1% on 0.1% non-cumulative redeemable non-convertible preference shares for the financial year endedmarch 31 2020 amounting to rs.0.25 crore for approval of members.

Ii) equity shares

The board of directors after considering the current scenario have decided not torecommend any dividend on equity shares of the company for the financial year ended march31 2020.

Operations

Omaxe limited has established itself as one of india's premier listed real estatecompany with presence across 27 cities in 8 states. The company is part of the real estateleader table in several states including delhi haryana uttar pradesh madhya pradeshpunjab and rajasthan among others. In addition to executing its own real estate projectsof various types such as residential commercial hospitality integrated townshipshi-tech townships the company has also delivered third-party construction contracts. Thetotal area delivered up to march 31 2020 was 123.44 million square feet out of which91.64 million square feet were across own real estate projects and remaining 31.80 millionsquare feet as a third-party contractor. The work done by the company caters to multiplecustomer segments and use-cases from affordable housing for the lower income group andmiddle income group to luxury projects for high net-worth individuals (hnis) andnon-resident indians to best-in-class office facilities to public infrastructuredevelopment contracts to mix-use large scale township developments and many more. Thenumber of ongoing projects as on march 31 2020 was 21 with 5 group housing 9 townshipsand 7 commercial malls/ hotels/ scos/ offices.

Omaxe has been a pioneer in some of the tier-ii and tier-iii cities for delivering highquality branded hi-tech residential commercial and township projects. It has alsocontributed significantly to the emergence of some peripheral locations of major cities byinvesting in projects ahead of others. The company's performance in fy2019-20 wascommendable under the prevailing scenario where it sold 8.26 million square feet of spaceworth rs 2145 crore. Out of this residential projects accounted for 7.35 million squarefeet worth rs 1381 crores and commercial project accounted for 0.91 million square feetworth rs 764 crores.

The average realization for the financial year was rs 2912 per square feet forresidential rs 8382 per sq. Ft. For commercial and rs 8919 per sq. Yd. For plotting– all higher than fy2018-19. The top three contributors to the new bookings completedin the reported year were projects in new chandigarh lucknow and faridabad.

Outlook

The outlook foromaxe is cautiously optimistic. With the indian economy expected toslightly bounce back in the second half of fy2020-21 after lifting of lockdown andpandemic related restrictions and reforms and support package announced by the governmentthe macro environment was also expected to turn positive and encouraging. The scenario forthe sector is believed to be upbeat based on the booking data trend and new launches asseen in the market and with the company. With its top-performing projects such as newchandigarh lucknow faridabad amritsar ludhiana and indore and ppp opportunities intier-i cities the project pipeline for the company is robust.

Public deposits

During the fy 2019-20 the company has accepted fixed deposits under fixed depositscheme 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 deposit are as follows:

A. Accepted during the year: rs. 29.36 crore

B. Outstanding deposits as at the end of the year: rs 83.95 crore

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 theend 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

E. Details of national company law tribunal (nclt)/ national company law appellatetribunal (nclat) orders with respect to depositors for extension of time for repaymentpenalty imposed if any: nil

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

Board & its committees

The board met six (6) times during the fy 2019-20. The details of composition of boardand committees and their meetings held during the year and other relevant information areincluded in the corporate governance report which forms part of this annual report.

Statutory auditors & its report

Pursuant to section 139 of the companies act 2013 read with the companies (audit andauditors) rules 2014 as amended m/s bsd & co. chartered accountants (firmregistration no. 000312s) were appointed as statutory auditors of the company for a periodof five years by the members of the company in the annual general meeting (‘agm')held on september 27 2017 and they will continue to hold office until the conclusion ofthe agm to be held in the year 2022.

The observations of the statutory auditors when read together with the relevant notesto accounts and accounting policies are self-explanatory and therefore do not call for anyfurther comments. The audit report for the fy 2019-20 does not contain any qualification.

Incident of fraud

In the course of performance of duties as auditor no offence/ fraud by the company oragainst the company or by any officer or employees have been detected or reported.

Secretarial auditor & its report

Pursuant to the provisions of section 204 of the companies act 2013 and the companies(appointment and remuneration of managerial personnel) rules 2014 m/s vkc &associates company secretaries has been appointed as secretarial auditors of the companyfor the fy 2019-20.

The comments of board on observations of secretarial auditor of the company in theirreport for the fy 2019-20 are indicated below and the secretarial audit report in formmr-3 is annexed as annexure ia.

Comments by board on observations of secretarial auditor:

I) the board has passed an enabling resolution related to fund raising activity forshareholders' approval. However no such fund raising activity took place during theperiod under review.

Ii) the said non-compliance was due to resignation of director and the company was inprocess of looking for suitable applicant. The composition of board is now in compliancewith sebi (listing obligation & disclosure requirements) regulations 2015 &companies act 2013.

Iii) the company is law abiding entity and is endeavor to file the required returns andforms within prescribed timelines. However the company inadvertently failed to file fewforms within the prescribed time limit and the management is taking necessary actions inthis regard.

Iv) the company had adequate cash and bank balances to avoid the defaults in repaymentsof installments to lenders. The management in its prudence decided to withhold therepayment of installments to facilitate the restructuring of borrowing necessitated due tobusiness recession and covid-19 pandemic.

The material unlisted subsidiary of the company namely m/s omaxe new chandigarhdevelopers private limited (formerly known as omaxe chandigarh extention

Developers private limited) has also undergone secretarial audit and the secretarialaudit report is annexed herewith as annexure ib.

Cost auditor & its report

In terms of section 148 of the companies act 2013 (“the act”) the companyappointed m/s s.k. Bhatt & associates cost accountants as cost auditors for the auditof the cost records of the company for the fy 2020-21 at a remuneration of rs. 175 000/-plus out of pocket expenses and applicable taxes. The board hereby recommend to theshareholders ratification of their remuneration in the ensuing annual general meeting.Further m/s s.k. Bhatt & associates cost accountants was also appointed as costauditor for fy 2019-20. Accordingly the cost auditor will submit their report to boardpost audit.

Internal financial control & systems

The board of directors appointed m/s doogar & associates as internal auditors ofthe company for the fy 2019-20. Internal financial control & systems of the companyhave been devised through its extensive experience that ensures control over variousfunctions of its business. The company practices quality management system for designplanning construction and marketing. Periodic audits conducted by internal auditors andstatutory auditors provide means whereby any weakness whether financial or otherwise isidentified and rectified in time.

Subsidiary joint venture & associate companies

As on march 31 2020 the company has 95 subsidiaries including one material subsidiarynamely m/s omaxe new chandigarh developers private limited (formerly known as omaxechandigarh extension developers private limited) 2 joint ventures & 1 associatecompany

In terms of indian accounting standard (ind as) 27 there are 154 more companies whoseaccounts have been consolidated with company's accounts. List of companies whose financialstatements have been consolidated at the year-end is given in the notes to accounts.

A separate statement containing the report on the performance and financial position ofeach of subsidiaries associates and joint ventures is included in the consolidatedfinancial statements of the company forming part of this annual report.

Accounts of subsidiary companies

Pursuant to applicable accounting standards on

Consolidated financial statements and financial reporting issued by the institute ofchartered accountants of india (‘icai') and as prescribed by securities and exchangeboard of india (sebi) consolidated financial statements which includes the financialinformation of the subsidiaries are enclosed and form 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 statement 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 members seeking such information at any point oftime and the annual accounts of the subsidiary companies will also be kept for inspectionby any member at the corporate office of the company. Further the annual accounts for thefy 2019-20 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 (lodr) regulations 2015 a business responsibilityreport is annexed as annexure ii to this board's report

Corporate social responsibilty (csr)

A corporate social responsibility (csr) committee has been constituted in accordancewith section 135 of the act. The details pertaining to composition of csr committee areincluded in the corporate governance report which forms part of this annual report. Theannual report on csr activities is annexed as annexure iii.

Policy on sexual harassment

The company has constituted an internal complaints committee as required under thesexual harassment of women at workplace (prevention prohibition and redressal) act 2013(posh). The details required to be disclosed under posh forms part of the corporategovernance report.

Directorate & key managerial personnel

During the period under review following changes occurred in the board members and keymanagerial personnel of the company:

Ms. Seema salwan who was appointed as non-executive

Independent director on 04.04.2019 resigned on 02.08.2019; mr. Sudip bandyopadhyaynon-executive independent director resigned from the directorship of the company w.e.f.15.07.2019; mr. Devidas kashinath kambale was appointed as non-executive independentdirector w.e.f 30.07.2019; ms. Seema prasad avasarala non-executive & non-independentdirector resigned from the directorship of the company w.e.f. 26.08.2019; mr. Navin jainwas appointed as company secretary & compliance officer w.e.f. 05.09.2019 in place ofms. Shubha singh who ceased to be company secretary & compliance officer w.e.f.28.08.2019. Mr. Mohit goel was appointed as whole time director in place of mr. Sudhangshus. Biswal along with being designated as chief executive officer w.e.f. 26.09.2019; mr.Arun kumar pandey was appointed as chief financial officer w.e.f. 01.10.2019 to fill inthe vacancy caused after mr. Vimal kumar stepped down from the position of chief financialofficer w.e.f. 23.07.2019. Mr. Shridhar rao & ms. Nishal jain were appointed asnon-executive independent directors w.e.f 04.11.2019;

The board appreciates their valuable contribution during their tenure.

The details of director(s) recommended for approval of appointment / re-appointment atthe 31st agm of the company including nature of expertise in specificfunctional areas and names of the companies in which they holds directorship andmembership/ chairmanship of committees of the board as stipulated under sebi (listingobligations and disclosures requirements) 2015 are provided in the corporate governancereport which forms part of the annual report.

Retirement by rotation

In accordance with the provisions of section 152 of the act mr. Mohit goel chiefexecutive officer & whole time director of the company is retiring by rotation fromthe position of director at the ensuing annual general meeting and is eligible forre-appointment. Your board recommends his re-appointment at the ensuing annual generalmeeting.

Directors and officers insurance (‘d and o insurance')

Pursuant to sebi (lodr) regulations 2015 the company has taken directors and officersinsurance (‘d and o insurance') from sbi general insurance company limited.

Compliance of the secretarial standards

The board confirms that during the period under review the company has complied withthe applicable secretarial standards issued by the institute of company secretaries ofindia (icsi) as amended from time to time.

Declaration by independent directors

The independent directors in their disclosures submitted to the company have confirmedthat they are not aware of any circumstances or situation which exists or may bereasonably anticipated that could impair or impact their ability to discharge theirduties. Based on the disclosures received from independent directors the board ofdirectors have confirmed that they fulfilled conditions specified in section 149(6) of theact and regulation 16(1)(b) of the sebi listing regulations and were independent of themanagement.

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 312020 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 2020 and of the profit/(loss) of the 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;

D. The annual accounts of the company for the financial year ended march 31 2020 wereprepared 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

Pursuant to the provisions of section 197 of the companies act 2013 read with rule 5of the companies (appointment and remuneration of managerial personnel) rules 2014details of the employees are set out in annexure iv.

Conservation of energy research and development/ technology absorption/ foreignexchange earning and outgo

Provisions of section 134(3)(m) of the companies act 2013 read with the companies(accounts) rules 2014 pertaining to conservation of energy research & developmenttechnology absorption are not applicable to the company.

The earning in foreign currency is rs.0.09 crore during the period under review asagainst rs.0.46 crore in previous year and expenditure in foreign currency is rs. 0.25crore during the period under review as compared to rs.0.46 crore in the previous year.

Investor relations

As per the circular no. Cir/oiae/2/2011 dated june 3 2011 issued by the securities andexchange board of india company is timely redressing the investor complaints through thesebi complaint redress system (scores). As a part of compliance the company has aninvestor grievance cum stakeholder relationship committee to redress investors relatedissues.. It consists of three members namely mr. D.k. Kambale chairperson mr. Rohtasgoel and mr. Gurnam singh members.

The details of this committee are provided in the corporate governance report formingpart of the annual report.

Investors education & protection fund (iepf)

In accordance with the applicable provisions of companies act 2013 (hereinafterreferred to as “the act”) read with investor education and protection fund(accounting audit transfer and refund) rules 2016 (hereinafter referred to as the“iepf rules”) all unclaimed dividends are required to be transferred by thecompany to the iepf after completion of seven (7) years. Further according to iepfrules the shares on which dividend has not been claimed by the shareholders for seven (7)consecutive years or more shall be transferred to the demat account of the iepf authority.The details relating to amount of dividend transferred to the iep f during the fy 2019-20and corresponding shares on which dividends were unclaimed for seven (7) consecutiveyears are provided on our website at www.omaxe.com

Listing

The equity shares continue to be listed on the bse ltd (bombay stock exchange) and thenational stock exchange of india ltd. (nse). The company has paid annual listing fees forthe fy 2019-20 to bse & nse. The company has also paid the annual custody fees tonational securities depository limited (‘nsdl') and central depository services(india) limited (‘cdsl') for the period under review.

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 regulations 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.

Certificate on corporate governance

The requisite certificate from the practicing company secretaries m/s a. K. Nandwani& associates company secretaries in respect of compliance with the conditions ofcorporate governance as stipulated under regulation 34(3) read with clause e of schedule vof the sebi (lodr) regulations 2015 is attached and forms part of the annual report.

Management discussion and analysis

The management discussion and analysis report as required under regulation 34(2)(e) ofsebi (lodr) regulations 2015 forms part of this annual 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 in form mgt-9is attached herewith as annexure v.

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.The related party transation policy is available on the company's website under theweblink https://www. Omaxe.com/investor/corporate-governance. The attention of the membersis drawn to note no. 50 of the financial statements which set out related partydisclosure.

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 provisions of section 186 of the companies act2013 are not applicable on the company.

Material changes and commitment if any affecting the financial position of thecompany

There are no material changes and commitments affecting the financial position of thecompany which have occurred between the end of the financial year 2019-20 and the date ofthis report.

Significant and material orders passed by the regulators or courts

The details of the same are provided in corporate governance report forming part of theannual report.

Prevention of insider trading

In view of the securities and exchange board of india (prohibition of insider trading)regulations 2015 your company has adopted the code of conduct to regulate monitor &report insider trading activities. The said code have been uploaded on website of thecompany i.e. Www. Omaxe.com. All board of directors and the designated persons haveconfirmed compliance with the code.

Performance evaluation

The details of the same are provided in corporate governance report forming part of theannual report.

Director's appointment and remuneration policy

Pursuant to the provisions of section 178 of the companies act 2013 and regulation 19of sebi (lodr) regulations 2015 the board of directors on the recommendation ofnomination and remuneration committee has framed a policy for the appointment of directorsand senior management and their remuneration which is available on the website of thecompany (www.omaxe.com)

The members of the company at the recommendation of nomination and remunerationcommittee audit committee and board have approved payment of commission of upto 1% of thenet profits of the company as calculated under section 198 of the companies act 2013 tothe non-executive directors of the company in each fy over a period of five years i.e.From 2018-19 to 2022-23. The company has been paying pro-rata commission of rs.5 lakh perannum to each non-executive director and shall continue to pay the same for fy 2020-21.

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 a robust risk management policy which identifies and evaluates businessrisks and opportunities. The company recognizes that these risks need to be managed andmitigated to protect the interest of the shareholders and stakeholders to achievebusiness objectives and enable sustainable growth. The risk management framework is aimedat effectively mitigating company's various business and operational risks throughstrategic actions. Risk management is embedded in critical business activities functionsand processes. The risks are reviewed for the change in the nature and extent of the majorrisks identified since the last assessment. It also provides control measures for risk andfuture action plans.

Whistle blower policy/vigil mechanism

Your company has formulated a robust vigil mechanism named whistle blower policy todeal with instances of unethical behavior actual or suspected fraud or violation ofcompany's code of conduct or ethics policy. The whistle blower policy has been uploaded oncompany's website and can be accessed at: www.omaxe.com. The details of same has beenprovided in the corporate governance

Report forming part of this annual report.

Dividend distribution policy

The board of directors of your company had approved the dividend distribution policy inaccordance with the securities and exchange board of india (listing obligations anddisclosure requirements) regulations 2015 (“listing regulations”). Theobjective of this policy is to establish the parameters to be considered by the board ofdirectors of your company before declaring or recommending dividend. The policy attachedas annexure vi may be accessed on the website of the company at https://www.omaxe.com/investor/corporate-governance.

Impact of covid-19

The country witnessed lockdown being implemented in india in the second fortnight ofmarch 2020. There were also restrictions of varying extent across larger part of theworld due to the covid-19 pandemic. This impacted the business operations of the companysignificantly. Since may 2020 the company started resuming operations at sites aftertaking requisite permissions from government authorities. By staying true to its purposeand its values the top-most priority for the company was to ensure the safety of itsemployees. The company has taken several measures to ensure their well-being includingleveraging the power of technology to enable them to work from home. For those employeeswho are working in sales offices and construction locations their safety is being ensuredby stringent use of protective gear abiding by social distancing norms and taking allsafety precautions. Standing by its core commitment the company is navigating throughthese unprecedented times by building stronger and deeper relationships with consumers andits partners. The company is supporting various government initiatives and helpingcommunities around to fight the pandemic.

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.

Your directors are thankful to the shareholders and customers for their continuedpatronage. Your directors also commend the continuing commitment and dedication of theemployees at all levels which has been critical for the company's success. The directorslook forward for their continued support in future.

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
Omaxe limited
Sd/-
Rohtas goel
Place: new delhi (din: 00003735)
Date: 29.07.2020 Chairman and managing director
Registered office:
Shop no. 19-b first floor
Omaxe celebration mall sohna road
Gurugram haryana-122001

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