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Om Infra Ltd.

BSE: 531092 Sector: Engineering
NSE: OMINFRAL ISIN Code: INE239D01028
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VOLUME 20434
52-Week high 30.10
52-Week low 11.35
P/E 7.64
Mkt Cap.(Rs cr) 258
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 27.00
CLOSE 26.80
VOLUME 20434
52-Week high 30.10
52-Week low 11.35
P/E 7.64
Mkt Cap.(Rs cr) 258
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Om Infra Ltd. (OMINFRAL) - Director Report

Company director report

Dear Members

Your Directors have pleasure in presenting 48th Annual Report of yourCompany together with the Audited Financial Statements for the financial year ended 31stMarch 2020.

FINANCIAL SUMMARY AND HIGHLIGHTS

(Rs. In Lacs)

Particulars

STANDALONE

CONSOLIDATED

For the year ended March 31

For the year ended March 31

2020 2019 2020 2019
Revenue from operations 18707.11 21514.29 18707.10 21285.34
Other Income 5340.73 3395.68 3525.07 1681.82
Total income 24047.84 24909.97 22232.17 22967.16
Expenses
a) Cost of material consumed 5163.47 8654.83 7592.99 9067.39
b) Purchases of stock in trade 856.35 54.90 856.35 54.90
c) Change in inventories of finished goods work in progress and stock in trade 1403.03 (1659.32) (3824.60) (5446.10)
d) Excise duty expenses 0.00 0.00 0.00 0.00
e) Employee benefit expenses 2235.49 2375.83 2372.61 2488.87
f) Other expenses 9342.76 9908.97 10269.10 11182.25
Total Expenses 19001.1 19335.21 17266.45 17347.31
Profit before Depreciation Finance Cost exceptional items and tax Expenses 5046.84 5574.76 4965.72 5619.85
Depreciation and amortization expenses 918.33 1004.52 925.63 1007.50
Profit before Finance Cost exceptional items and tax Expenses 4128.41 4570.24 4040.09 4612.35
Finance cost 2284.82 1845.94 2460.49 1966.73
Profit before exceptional items and tax Expenses 1843.59 2724.3 1579.60 2645.62
Exceptional Items 0.00 0.00 0.00 0.00
Total profit before Tax 1843.59 2724.30 1579.60 2645.62
Current Tax 366.98 880.09 -367.24 900.26
Deferred Tax -353.10 177.50 -363.67 167.61
Particulars

STANDALONE

CONSOLIDATED

For the year ended March 31

For the year ended March 31

2020 2019 2020 2019
Total Tax expenses 13.88 1057.59 3.57 1067.87
Profit/Loss for the year 1784.84 1603.87 1522.74 1583.62
Total comprehensive income for the period 1001.26 1848.58 739.16 1828.33
Earning per equity share
Basic earnings (Loss) per share from continuing and discontinued operations 1.04 1.91 0.78 1.82
Diluted earnings (Loss) per share from continuing and discontinued operations 1.04 1.91 0.78 1.82

Note: Previous year's figures have been regrouped / reclassified wherever necessary

GLOBAL HEALTH PANDEMIC FROM COVID-19

The global COVID-19 pandemic which has impacted the Indian and World economy hasResulted in disruption to the sectors that we operate in.

The nation-wide lockdown which came into force on 24th March 2020 halted most of theconstruction activity in the country and accordingly our Company's operations wereimpacted including the manufacturing operations and the factories of the Company.

The outbreak of Covid-19 pandemic is expected to adversely impact the sectorperformance in the first half of FY21. The most significant impact of Covid-19 is expectedto be the reverse migration of workers which will impact construction activities acrossthe country. This is expected to cause project execution delays and working capital issuesfor financially weak developers. While the start of FY21 may be muted due to the lockdownand its subsequent toll on economic activity we believe customers would eventually returnto the market in the second half of the financial year to partially mitigate the demandimpact in earlier quarters. The Company has taken appropriate steps including Work fromHome policy to ensure safety and health of the Company's employees at Head office andother locations and has a secure system to access the servers to the authorised personsincluding internal and statutory auditors.

However since the lockdown conditions began relaxing we have commenced theconstruction activities gradually at all our project locations and factories wherever thelocal authorities have permitted resumption of the same with reduced manpower whileensuring that all safety measures as set out by the Government are being adhered to. Keyconcerns during the period and leading up to normal operations were the availability oflabour and raw materials.

STATE OF COMPANY'S AFFAIRS

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

Consolidated

The Company has reported consolidated revenue from operations Rs. 18707.10 Lakhs asagainst Rs. 21285.34 Lakhs in the previous year and Profit before Tax (PBT) of Rs.1579.60Lakhs as against Rs. 2645.62 Lakhs in the previous year.

Standalone

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

The Company has reported standalone revenue from operations Rs 18707.11 Lakhs asagainst Rs. 21514.29 Lakhs in the previous year and a Profit before Tax (PBT) ofRs.1843.59 Lakhs as against Rs. 2724.30 Lakhs in the previous year.

DIVISIONAL ANALYSIS

Engineering Division

The Turnover of this division (including joint controlled operations) this year is Rs.17411.40 lakhs and profit (PBT) is Rs.4288.02 lakhs as against Turnover of Rs.19792.3lakhs & profit(PBT) is Rs.5085.55 lakhs in the last year.

The Engineering Division focuses on turnkey engineering procurement and constructioncontracts for Hydro mechanical equipment for Hydro Power and Irrigation projects. TheCompany post execution of civil work for Kalisindh dam has since been qualified forcomplete EPC for dam except EM package and shall address a larger share of hydro powerproject. This is a feat for diversifying in the civil construction space and the Companywill not have to take recourse to civil companies for meeting PQ norms for bidding incivil space. The Company is now all geared up to encash the burgeoning opportunities inexecuting complete EPC contract in the space of H M components and civil structure. Theprojects in Hydro power space involve multifarious activities viz. civil constructionelectromechanical component and Hydro mechanical equipments. The Company has executed over60 Hydro-Mechanical turnkey projects in power and irrigation. The major revenue sourcethis financial year are from Kutch project of SSNNL Knowledge city project in UjjainRampur project (UP) and Ghana Project of the Company

Orders received during the Year:

1. Pench Diversion Project Canal Division in Chindwara Madhya Pradesh for Rs. 263.11Crore from Government of Madhya Pradesh pench canal project.

2. Amrawati Project for Rs. 240.07 Crore

3. Irrigation Contract in Jabalpur for Rs. 306.63 Crore from chhitakhudari Hiran andBaghrji Government of Madhya Pradesh Water Resource Department

Real Estate Division

The Turnover of this division this year is NIL and loss (PBT) is Rs.109.32 lakhsagainst Turnover of Rs. 28.50 Lakhs &Profit (PBT) was 110.23 Lakhs in the last year.

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

Real Estate Project Details

Project Location Partner Project Tvpe # of Units Project Area Sa.ft. (Approx) (OMIL Share)
Meadows Kota - Housing 340 445972
Pallacia# Jaipur - Housing 152 645000
Bandra Reclamation - Mhada Mumbai DB Realty & Others Housing - 200000A
Ashvita* Hyderabad Mahindra Lifespaces Housing 52 88000
Total 1375000

Construction was in full swing till 22nd March 2020 but as per Govtdirectives due to Covid 19 effect the completion period as per RERA has been automaticallyextended by 6 months and Rajasthan State has given extension of 12 months to all theprojects which are incomplete.. The last mile construction and finishing work is inprogress.

* delivered for possession and almost entire project sold A Subject toapproval of Design/ Area

Real Estate Project Sold in sq.ft. Unsold in sq.ft. Total realisable value of revenue (Rs Cr) Total sold revenue recognised (Rs Cr) Total estimated revenue to be recognised (Rs Cr)
Om Meadows 185500 260472 110 0 110
Palacia 225000 420000 693 0 693
Bandra Reclamation - Mhada

-

250000 750 0 750
Ashvita 82000 6000 40 32 8
Total 1583 32 1561

( due to change in IND AS - revenue of incomplete projects recognized earlier reversed)

Key Land Bank

Location Sq. Mtrs. Key Location Advantage
Faridabad 8000 Located on main Mathura Road New Delhi
VKIA Jaipur 4000 In Industrial Area at Prime Location- total(land portion sub de- vided in smaller lots and sale of some plots executed)
Kota (Institutional/ commercial Land) 40000 In the centre of Kota City
Jaipur 3800 In the prime commercial location of Jaipur City
TOTAL 55800

Other Infrastructure Division

Other Infrastructure division of the Company includes revenue from packaging and rentalincome.

The Turnover of this division this year is Rs. 1295.71 lakhs as against Rs. 1693.49Lakhs of previous year and reported loss (PBT) of Rs.50.29 lakhs.

Packaging

The Company had entered into this venture for manufacturing of Closure for water PETbottles and Carbonated Soft Drinks (CSD) caps. Plastic ban and NGT guidelines slowed downthe sale of this division and company decided to sale one of the machines and Company islooking to completely sale this division and business.

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

Company has taken approval from FCI to hold 99 % in two projects and dilute itsmajority stake in other two projects.

Future Outlook

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

• Enlarge global footprint through acquisition and strategic Joint Ventures in thecore business.

• Completion of existing real estate projects.

• Establish presence in varied structure steel design and fabrication works inbridges Pipe laying and heavy engineering works.

• Tap India's second largest potential in the world both in Hydro Electric PowerRiver Linking and irrigation by capitalizing on the plans of the government of India plansof accelerating infra-structure projects.

CHANGES IN NATURE OF BUSINESS IF ANY

There have been no changes in the business carried on by the Company or itssubsidiaries. DIVIDEND:

The Board of Director of your Company is pleased to Recommend a Dividend of Rs 0.20 perEquity share of the Face Value of Rs. 1 each (@ 20%) for the approval of the shareholdersat the ensuing Annual General Meeting ('AGM') of the Company and whose names appears inthe register of Members as on the Book Closure/ Record Date.

The total outflow on account of equity dividend will be Rs. 19260761.80/- via-a-viaRs. 29172364.3 /- (includes Corporate Tax on Dividend) for the year 2017-18.

AMOUNT IF ANY WHICH THE BOARD PROPOSES TO CARRY TO ANY RESERVES.

Appropriations to general reserve for the financial year ended March 31 2020 as perstandalone financial statements are as under:

(In Lakhs)

Net profit for the year 1784.84
Balance of Reserve at the beginning of the year 2450
Transfer to General Reserve --
Balance of Reserve at the end of the year 2450

The Board of Directors of your Company has decided not to transfer any amount to theReserves for the year under review.

CHANGES IN SHARE CAPITAL IF ANY

The paid up Equity Share Capital as on March 31 2020 was Rs. 9.63 Crore. During theyear under review the Company has not issued shares with differential voting rights norgranted Employee Stock Options or Sweat Equity Shares.

INFORMATION ABOUT SUBSIDIARIES/JV/ASSOCIATE COMPANY

There has been no material change in the nature of the business of the subsidiariesJV/Associate Company .

Pursuant to provisions of Section 129(3) of the Act a statement containing salientfeatures of the financial statements of the Company's subsidiaries in Form AOC-1 isattached to the financial statements of the Company as Annexure II.

In accordance with Section 136 of the Act the financial statements of the subsidiaryand associate companies are available for inspection by the members at the RegisteredOffice of the Company during business hours on all days except Saturdays Sundays andpublic holidays upto the date of the AGM. Any member desirous of obtaining a copy of thesaid financial statements may write to the Company Secretary at the Registered Office ofthe Company. The financial statements including the CFS and all other documents requiredto be attached to this report have been uploaded on the website of the Company atwww.ommetals.com.

The policy on determining material subsidiaries may be accessed on the website of theCompany at http://www.ommetals.com/#/policies and Om Metals Consortium Private Limited hasbecome material subsidiary of the Company w.e.f 1st April. 2019.

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

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

OM METALS CONSORTIUM PRIVATE LIMITED - This wholly owned Subsidiary Company isdeveloping a high end residential project on a very prime parcel of 19000 sq. mt. land atJaipur and has a sellable built-up area of 6.45 lakh sqft with expected realization of'INR 10000-12000/ sqft. OMIL has invested INR 1.6 bn for land and development cost isexpected to be Rs 4 bn. The company expects to generate Rs 6.0 bn of Revenue from thisproject over next 2-3 years which translates into pretax profits of Rs1.3bn appx. Aftercompletion of structure of building last mile construction value addition interior andfinishing work is going on in full swing as per policies/bye laws and within legalframework.

OM METALS REAL ESTATE PRIVATE LIMITED- This wholly owned Subsidiary Company is holdingstakes in different SPV's and different subsidiaries for different projects in differentlocations. Majority of the inventory held by the SPV's has been sold and SPV have refundedback the sum advanced by Om Metals Real Estate Pvt. Ltd. and consequently Om Metals RealEstate Pvt. Ltd. refunded the entire sum advanced by Om Metals Infraprojects Limited.

CHAHEL INFRASTRUCTURES LIMITED - The Company has substantial stake totaling to 94.46%this Company has earmarked for the development of sea port in Pondicherry. After the nonclearance of the project we have moved for arbitration proceedings there our as well as ofGovt. of Pondicherry claims remain unconsidered.

WORSHIP INFRAPROJECTS PRIVATE LIMITED (earlier known as OM METALS SPML INFRAPROJECTSPVT LTD) - This wholly owned Subsidiary Company. The Company had completed a 457 CrKalisindh Dam project in this SPV earned qualification of dam construction. This companywas made wholly owned subsidiary of Om metals in last year and this company in JV with Ommetals has secured a work contract of Isarda dam in Rajasthan worth Rs 609 cr.

SANMATI INFRADEVELOPERS PRIVATE LIMITED - This SPV wherein we own 25% stake along withother stakeholders SPML Infra (25%) and Urban Infrastructure Trustees Ltd (UITL) (50%)which is

a holding company of Pondicherry SEZ Co. Ltd (PSEZCL). PSEZCL was formed to execute amulti product SEZ in Pondicherry where 840 acre land has been acquired and balance 26 acreis pending. After the non clearance of this project we have been negotiating with UITL tounlock value of financial and real estate assets.

BHILWARA JAIPUR TOLL ROAD PRIVATE LIMITED- This SPV where Om Metals InfraprojectsLimited has 49% stake has done the development of the 212 km road project inJaipur-Bhilwara Stretch on BOT basis and COD achieved in December 2014. Om Metals hasexecuted 100% of EPC work for a total project cost of Rs. 410 Cr. After the COD of theproject all 4 toll plazas are operational and generating revenue. Private vehicles weremade toll free wef 1.4.2018 by state govt and we have terminated the concession agreementfor breach of contract by Government and submitted our claims of Rs 578 cr. Thearbitration proceedings are going on arbitrator issued an interim award in favour ofCompany to get bank debt paid off by PWD .

GURHA THERMAL POWER COMPANY LIMITED- This company as a 50% JV of Om Metals has alignite based thermal project in Rajasthan. Due to abnormal delay at the end ofGovernment we have intimated our stand of terminating the project from our side. Ourcompensation and claim is pending for decision in Tribunal.

Gujrat Warehousing Private Limited- This SPV was incorporated for the development ofsilo for storing wheat for FCI. The land acquisition is complete and ground breaking andcivil structure work going on.

PARTNERSHIPS /JV's:

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

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

OMC has done a JV with DB realty for this project where DB realty would be incurring100% cost for the development and transfer 50% of salable area to OMC.

OM METALS -JSC JV - This JV has been executing Kameng HEP and the project is scheduledto complete by December 2020

OM RAY CONSTRUCTION JV - This SPV is executing EPC of one project in Karnataka.

SPML-OM METALS JV- This JV has been executing project for development of smartinfrastructure(knowledge city) in Vikram Udyogpuri at Ujjain. The progress of the contractis very smooth and we are expecting it to complete by June 2020.

West Bengal Logistic Private Limited- This SPV was incorporated for the development ofsilo for storing wheat for FCI. We have got approval from FCI to dilute our majority stakein this company. The other JV partner is fully looking into this project.

Uttar Pradesh Logistic Private Limited- This SPV was incorporated for the developmentof silo for storing wheat for FCI. We have got approval from FCI to dilute our majoritystake in this Company. The other JV partner is fully looking into this project.

Bihar Logistic Private Limited- This SPV was incorporated for the development of silofor storing wheat for FCI. The land acquisition is complete and ground breaking and civilstructure work going on.

Om WIPL JV Isarda: This JV has been executing project for the Construction of IsardaDam across Banas Riverin Tonk District.

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

OM METALS INFOTECH PRIVATE LIMITED - This Company has industrial land in Jaipur and thelong drawn legal hurdle has been sorted out by out of court settlement. The subdivision ofland has been obtained from RIICO and some plots has been sold.

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

The Board of Directors of the Company has adopted the policy for the materialsubsidiaries which is available on the website of the company at the following link:

http://www.ommetals.com/files/material-subsidiaries.pdf

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the provisions of Companies Act 2013(hereinafter referred to as"the Act") Regulation 33 of the Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 (hereinafter referred to as"Listing Regulations") and applicable Accounting Standards the AuditedConsolidated Financial Statements of the Company for the financial year 2019-20 togetherwith the Auditors' Report form part of this Annual Report.

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

• Companies which have become subsidiaries Joint Ventures or Associate Companiesduring the financial year 2019-20:

1. Gujrat Warehousing Private Limited became Subsidiary of the Company

2. VKMCPL-OMIL (PENCH-II) JV

3. OMIL-JWIL-VKMCPL (JV)

• Companies which has ceased to be the Subsidiaries/Step Subsidiary JointVentures or Associate Companies during the financial year 2019-20:

1. SIDH LOGISTICS ceased to be the Associate of the Company by way of Disinvestment inthe shares of the Company.

MATERIAL CHANGES AND COMMITMENTS IF ANY BETWEEN BALANCE SHEET DATE AND DATE OFDIRECTORS' REPORT

There were no material changes and commitments between the end of the financial year ofthe Company to which the Financial Statements relates and date of Directors' Reportaffecting the financial position of the Company other than those disclosed in thisreport.

INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

Pursuant to the applicable provisions of the Companies Act 2013 read with the IEPFAuthority (Accounting Audit Transfer and Refund) Rules 2016 ('the rules') all unpaidor dividends are required to be transferred by the Company to the IEPF established by theGovernment of India after the completion of seven years. Further according to the rulesthe shares on which dividend has not been paid or claimed by the shareholders for sevenconsecutive years or more shall also be transferred to the demat account of the IEPFauthority. During the Year 2019-20 the Company has transferred Rs. 120983.00 unclaimedand unpaid dividends to the IEPF Fund.

Further 13603 corresponding share in respect for which dividend was unclaimed forseven consecutive years or more were transferred to the demat account of the IEPFauthority in the Financial Year 2019-20 pursuant to the provisions of Section 124(6) ofthe Companies Act 2013 and the rules there under.

Shareholder can check Details of their Unpaid and unclaimed amount on the website ofthe IEPF Authority i.e. http://www.iepf.gov.in/and can also check updated details of theirshares on website of the Company and Pursuant to the Rule 5(8) of Investor Education andProtection Authority (Accounting Audit Transfer and Refund) Rules 2016 the Company hasuploaded the details of unpaid and unclaimed amounts lying with the Company as on date oflast Annual General Meeting on the website of the Company www.ommetals.com.

Further information related to IEPF and details of Nodal and deputy Nodal officer baredisclosed in Corporate Governance Report forming part of this Annual Report.

MEETINGS OF THE BOARD OF DIRECTORS

Five meetings of the Board of Directors were held during the year. For further detailsplease refer to the corporate governance report which forms part of this report. Themaximum interval between any two meetings did not exceed 120 days in prescribed as perthe Companies Act 2013.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act 2013 the Board of Directors of theCompany confirms that-

(a) In the preparation of the annual accounts the applicable accounting standards havebeen followed along with proper explanation relating to material departures;

(b) The directors have 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 at the end of the financial year and ofthe profit and loss of the company for that period;

(c) The directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of Companies Act 2013 forsafeguarding the assets of the company and for preventing and detecting fraud and otherirregularities;

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

(e) The directors have laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.

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

Based on the framework of internal financial controls and compliance systemsestablished and maintained by the Company work performed by the internal statutory andsecretarial auditors and external consultants and the reviews performed by management andthe relevant board committees including the audit committee the board is of the opinionthat the Company's internal financial controls were adequate and effective during thefinancial year 2019-20.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

The constitution of Board of Directors and KMP of the Company during the year 2019-20is as under:

Name Designation Date of change in designation Date of original appointment Date and Mode of Cessation
1. Shri Dharam Prakash Kothari Chairman 01/05/2017 01/05/2017 ----
2. Shri Sunil Kothari Managing Director 12/08/2016 22/08/2014 ....
3. Shri Vikas Kothari President &Director 28/03/2015 28/03/2015 ----
4. *Smt. Ranjana Jain Independent Director 28/03/2015 28/03/2015 14/02/2020 (Resignation)
5. Shri Gopi Raman Sharma Independent Director 11/03/2016 11/03/2016
6. **Shri Naresh Kumar Paliwal Independent Director 20/04/2018 20/04/2018 03/06/2020 (Resignation)
7. ***Smt. Saloni Kala Independent Director 14/02/2020 14/02/2020 ----
8. Shri Sunil Kumar Jain Chief Financial Officer 28/03/2015 01/04/2009
9. Smt. Reena Jain Company Secretary 03/03/2008

*Mrs. Ranjana Jain has resigned from the post of directorship w.e.f. 14thFebruary 2020.

** Mr. Naresh Kumar Paliwal has resigned from the post of directorship w.e.f. 03rdJune 2020.

***Appointment of Mrs. Saloni Kala w.e.f. 14th February 2020.

The Board on the recommendation of Nomination and Remuneration Committee appointed Mrs.Saloni Kala as the Independent Director of the Company which will further ratified by theMembers of the Company in the ensuing Annual General Meeting held for the Financial Year2019-20.

Mrs. Saloni Kala holds a Bachelors Degree in Commerce from University of Rajasthanbeing young and dynamic having a comprehensive approach towards the upliftment ofCommunity. She is strongly willing to be a very active Social Worker and is havingexperience in the area of Corporate Social Responsibility and Corporate Governance. Shehas been serving the community through her Active participation in various Social Eventsespecially uplifting the under privileged rural women. She is also a leader in HumanResource and Staffing solutions and also has knowledge of Accounts and data processing.She has held positions in different organizations and looked after HR and CSR activity.

In terms of Section 152 of the Companies Act 2013 Mr. Dharam Prakash Kothari shallretire at the ensuing Annual General Meeting and being eligible offer himself forre-appointment.

DISCLOSURES FROM INDEPENDENT DIRECTORS

The Company has received declarations from all the Independent Directors of the Companyconfirming that they meet the criteria of independence as prescribed both under Section149 (6) of the Act and SEBI (Listing Obligations & Disclosure Requirements)Regulations 2015.

That Independent Directors has Complied with the Code for Independent Directorsprescribed in Schedule IV to the Companies Act 2013 and also on compliance of Code ofConduct for directors and senior management personnel.

In terms of Regulation 25(8) of the Listing Regulations the Independent Directors haveconfirmed that they are not aware of any circumstance or situation which exist or may bereasonably anticipated that could impair or impact their ability to discharge theirduties.

BOARD EVALUATION

In terms of the requirements of the Act and Listing Regulations the Board carried outthe annual performance evaluation of the Board as a whole Board Committees and theindividual Directors.

The performance of the Board was evaluated by the Board after seeking inputs from allthe directors on the basis of the criteria such as the Board composition and structureeffectiveness of board processes information and functioning etc.The objective of thisevaluation process is constructive improvement in the effectiveness of Board maximise itsstrengths and tackle weaknesses if there are any.

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

The Board and the Nomination and Remuneration Committee ("NRC") reviewed theperformance of the individual directors on the basis of the criteria such as thecontribution of the individual director to the Board and committee meetings likepreparedness on the issues to be discussed meaningful and constructive contribution andinputs in meetings etc. In addition the Chairman was also evaluated on the key aspectsof his role.

Independent Directors in their separate meeting reviewed and evaluate the performanceof non-independent directors Board as a whole Managing Director and the Chairman takinginto account the views of executive directors and non-executive directors and criterialaid down by the Nomination and Remuneration Committee.

FAMILARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

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

The Policy of the familiarization programme of Independent Directors is put up on thewebsite of the Company at the link: http://www.ommetals.com/#/financial-news

NOMINATION AND REMUNERATION COMMITTEE

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

Name of the Director Position held in the Committee Category of the Director
Mr. Gopi Raman Sharma Chairman Non Executive Independent Director
Mr. Naresh Kumar Paliwal* Member Non Executive Independent Director
Mrs. Saloni Kala** Member Non Executive Independent Director

*Mr. Naresh Kumar Paliwal has resigned from the post of directorship w.e.f. 03rdJune 2020 and ceased to be the member of the Nomination and Remuneration Committee fromthe same date.

**Mrs. Saloni Kala was appointed as Independent Director of the Company w.e.f. 14thFebruary 2020 and she was also appointed as the member of the Nomination And RemunerationCommittee from the same date.

Details of the Nomination & Remuneration Committee terms of reference of thisCommittee are given in the Corporate Governance section of the annual report which formspart of the Director's Report.

The Nomination and Remuneration Policy of the Company forms part of this report asAnnexure IV and the same is being uploaded on the Company's website and can be accessedat: http://www. ommetals.com/#/policies

Criteria for determining qualifications positive attributes and independence of aDirector

In terms of the provisions of Section 178(3) of the Act and Regulation 19 of the SEBIListing Regulations the NRC has formulated the criteria for determining qualificationspositive attributes and independence of Directors the key features of which are asfollows:

• Qualifications - The Board nomination process encourages diversity of thoughtexperience knowledge age and gender. It also ensures that the Board has an appropriateblend of functional and industry expertise.

• Positive Attributes - Apart from the duties of Directors as prescribed in theAct the Directors are expected to demonstrate high standards of ethical behaviorcommunication skills and independent judgment. The Directors are also expected to abide bythe respective Code of Conduct as applicable to them.

• Independence - A Director will be considered independent if he / she meets thecriteria laid down in Section 149(6) of the Act the Rules framed there under andRegulation 16(1)(b) of the SEBI Listing Regulations.

The Directors affirm that the remuneration paid to Directors KMPs and employees is asper the Remuneration Policy of the Company.

The Managing Director of the Company has not received any remuneration or commissionfrom any of the subsidiary companies.

Remuneration to Executive Directors:

The remuneration paid to Executive Directors is recommended by the Nomination andRemuneration Committee and approved by Board in Board meeting subject to the subsequentapproval of the shareholders at the General Meeting and such other authorities as may berequired. The remuneration is decided after considering various factors such asqualification experience performance responsibilities shouldered industry standards aswell as financial position of the Company.

Remuneration to Non Executive Directors:

The Non Executive Directors are paid remuneration by way of Sitting Fees. The NonExecutive Directors are paid sitting fees for each meeting of the Board and itscommittees.

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

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

The information required under Section 197 of the Act read with Companies (Appointmentand Remuneration of Managerial Personnel) Rules 2014 (including any statutorymodification(s) or re-enactment(s) thereof for the time being in force) in respect ofDirectors/employees of the Company is set out in the Annexure IVB to this report

AUDIT COMMITTEE

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

Name of the Director Position held in the Committee Category of the Director
Mr. Gopi Raman Sharma Chairman Non Executive Independent Director
Mr. Naresh Kumar Paliwal* Member Non Executive Independent Director
Mr. Sunil Kothari Member Executive Director
Mrs. Ranjana Jain** Member Non Executive Independent Director
Mrs. Saloni Kala*** Member Non Executive Independent Director

*Mr. Naresh Kumar Paliwal has resigned from the post of directorship w.e.f. 03rdJune 2020 and ceased to be the member of the Audit Committee from the same date.

** Mrs. Ranjana Jain was appointed as the member of the Audit Committee w.e.f. 1stJanuary 2020 and she resigned from the post of directorship w.e.f. 14thFebruary 2020 and ceased to be the member of the Audit Committee from the same date.

***Mrs. Saloni Kala was appointed as Independent Director of the Company w.e.f. 14thFebruary 2020 and she was also appointed as the member of the Audit Committee from thesame date.

All members of the Audit Committee are financially literate and have experience infinancial management. All the recommendations made by the Audit Committee were accepted bythe Board of Directors of the Company.

The Company Secretary of the Company acts as the Secretary to the Audit Committee.

Details of the Audit committee terms of reference of the audit committee and of thecompany are given in the Corporate Governance section of the annual report which formspart of the Director's Report.

AUDITORS

Statutory Auditors

At the AGM held in the year 2017 M/S Mahipal Jain & Co. Chartered Accountants(Registration No.007284C) as statutory auditors of the Company for a term of 5 years fromthe financial year 201718. The Companies Amendment Act 2017 has waive-off the requirementof annual ratification. The Company has received letter from them to the effect that theircontinuation is within the prescribed limits confirming that they are not disqualified forsuch appointment pursuant to the Companies Act 2013 and applicable statutory provisions.

Pursuant to provisions of Section 143(12) of the Companies Act 2013 the StatutoryAuditors have not reported any incident of fraud to the Audit Committee during the yearunder review.

The Auditors' Report for the Financial Year ended 31st March 2020 on theFinancial Statements of the Company is a part of this Annual Report.

Independent Auditors' Report

The Auditors' Report to the members on the Accounts of the Company for the financialyear ended March 31 2020 contain with the qualification/reservation/adverse remark/disclaimer which are replied by the Board of Directors hereunder:

Auditors Remark -1

In the standalone financial statements the Company's non-current investments as at 31March 2020 include investments aggregating Rs. 488.45 Lacs in a subsidiary (ChahelInfrastructure Limited) ; being considered good and recoverable by the managementconsidering the factors stated in the aforesaid note.

However this Subsidiary has accumulated losses and its net worth is fully eroded.Further this subsidiary is facing liquidity constraints due to which they may not be ableto realize projections made as per their respective business plans thus we are unable tocomment upon the carrying value of these non-current investments and recoverability of theaforesaid dues and the consequential impact if any on the accompanying standalonefinancial statements. Further we have not received Financial Statements of Subsidiary forthe year ended on 31.03.2020. The recoverability of the said investment is in doubtful inour opinion.

Board's Reolv-

Chahel Infrastructure Limited a subsidiary which is holding 94.46% share in theCompany has incurred losses during their past years but the Board of directors are in viewthat the said subsidiary Company may receive projects in future based on its experiencewhich will generate revenue in future and such losses will be recovered. Therefore basedon certain estimates like future business plans growth prospects and other factors theDirectors believes that the realizable amount of subsidiary is fully recoverable due towhich these are considered as good and recoverable.

Auditors Remark - 2

In the standalone financial statements the Company's non-current investments as at 31March

2020 include investments aggregating Rs. 5187.70 Lacs and advances of Rs. 10702.18 Lacscurrent as well as non-current in two joint ventures & one associates namely GurhaThermal

Power Company Ltd. Sanmati Infra Developers Pvt. Ltd. And Bhilwara Jaipur Toll RoadPrivate Limited ; being considered good and recoverable by the management considering thefactors stated in the aforesaid note.

Both joint ventures has filed termination to their respective authority and claimed theamount invested and termination payments as per concession agreement. But company'soperating only on behalf of respective authority and is not booking any expenses andrevenue in books after termination. So far as this matter indicates material uncertaintyabout the going concern of these joint ventures. In our view recoverability of the amountinvested and advance provided not certain but no provisioning has been made against suchdiminishing of investment and loans. Management is of the view that such arbitrationclaims has merits and will be in favor of joint ventures and amount invested and advanceprovided will be recovered fully. No Interest has been provided by the company on advancesgrant to two joint ventures during the year.

Board's Replv-

Such amount will be recovered once the claim filed by joint ventures get settled.

Auditors Remark - 3

Company granted advance to SPML Infra Limited which has outstanding balance of Rs.541.95 lacs as at 31% march 2019. Out of which a sum of Rs. 63.65 lacs has been receivedby the company during the year. The Management adjusted balance amount against capitalcontribution of SPML Infra Ltd lying in OM Metal SPML JV (Ujjain) which is a jointoperation and proportionately included in company's financial statements. However inabsence of third party confirmation and other supportive evidence we are unable tocomment upon such balances and such adjustment.

Board's Reolv-

Such amount is transferred as per discussion with SPML Infras Limited. Writtenconfirmation is awaited.

Auditors Remark - 4

Company has not made provisions of gratuity of all eligible employees as per theprovisions of Gratuity Act 1972.

Board's Reolv-

Company made the provisions of Gratuity in current year also. There is high turnover ofemployees. So company does not make provisions of Gratuity of all eligible employees.Company had past experience that employee turnover is too high. Gratuity will be payableon actual basis if employees meet the provisions of Gratuity Act1972.

Auditors Remark - 5

Company has written off a loan account of Pondicherry Sez Co. Limited amounting to Rs.579.94 Lacs: Without any confirmation received from the party. In absence of anyconfirmation we are unable to report any opinion on this transaction.

Board's Reoly-

Amount due to borrower is not payable any more. Company has filed a legal noticeagainst such borrower. So company has written off that loan account.

Auditors Remark - 6

Financial Statements includes financial statements of one overseas branch and two jointventures whose financial statements reflect total assets of one branch Rs. 493.94 Lacs asat 31 March 2020 and total revenues of Rs. 0.00 and Net Loss of one branch and two jointventures before tax of Rs.216.70 Lacs for the year ended on that date as considered inthese standalone financial statements. The Company had prepared separate set of statutoryfinancial statements of these branch and joint ventures for the years ended 31 March 2020in accordance with accounting principles generally accepted in India. Audited financialstatements of such entities are not made available to us. Our opinion in respect of thesejoint ventures and branch is qualified in respect of this matter.

Board's Reolv-

Such Balance sheets cannot get audited due to pandemic Covid-19. We will get themaudited after situation of pandemic gets better.

SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed Mr. Brij Kishore Sharma Partner M/s B K Sharma & Associates a firm ofCompany Secretaries in Practice to conduct Secretarial Audit of the Company. The Reportof the Secretarial Audit in Form MR-3 for the financial year ended March 31 2020 isenclosed as Annexure V to this Report. There are no qualifications reservations oradverse remarks made by the Secretarial Auditor in his report. The unlisted MaterialSubsidiary M/s Om Metals Consortium Private Limited have also undergone Secretarial Auditby a practicing Company Secretary and there are no qualifications reservations or adverseremarks made by the Secretarial Auditor in his report.

Secretarial Compliance Report

In accordance with Regulation 24(A) of the Listing Regulations the Company has engagedthe services of Mr. Brij Kishore Sharma (CP No. 12636) Practicing Company Secretary andSecretarial Auditor of the Company for providing this certification and the same has beenannexed as Annexure - VIII to the Board's Report forming part of this Annual Report.

Cost Auditor

The Company is required to maintain cost records for certain products as specified bythe Central Government under sub-section (1) of Section 148 of the Act and accordinglysuch accounts and records are made and maintained in the prescribed manner.

Pursuant to the provisions of Section 148 of the Companies Act 2013 and as per theCompanies (Cost Records and Audit) Rules 2014 and amendments thereof the Board on therecommendation of the Audit Committee has approved the appointment of M/s. M. Goyal &Co. Cost Accountants as the Cost Auditors for the Company for the financial year endingMarch 31 2021 and the Company has received Consent from M/s. M. Goyal & Co. CostAccountants to act as Cost Auditor for Conducting Audit of the Cost Records for theFinancial Year 2020-21 along with a certificate confirming their Independence and Arm'sLength Relationship.

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

In accordance with the requirement pursuant to Section 148 of the Act your Companycarries out an annual audit of cost accounts. The Cost Audit Report and the ComplianceReport of your Company for FY18 was filed with the Ministry of Corporate Affairs throughExtensive Business Reporting Language (XBRL) by M/s M. Goyal & Co. Cost Accountants.

A proposal for ratification of remuneration of the Cost Auditor for financial year2020-21 is to be placed before the shareholders at the ensuing 48th AnnualGeneral Meeting.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars as prescribed under sub-section (3)(m) of Section 134 of the CompaniesAct 2013 read with Companies (Accounts) Rules 2014 relating to conservation of energytechnology absorption foreign exchange earnings and outgo as required to be disclosedunder the Act are provided in Annexure I to this Report.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

As per Section 177(9) and (10) of the Companies Act 2013 and as per regulation 22 ofthe Listing Regulations the Company has established Vigil Mechanism for directors andemployees to report genuine concerns and made provisions for direct access to theChairperson of the Audit Committee and provide for adequate safeguards againstvictimization of director(s) / employee(s) who avail of the mechanism. Company hasformulated the present policy for establishing the vigil mechanism/ Whistle Blower Policyto safeguard the interest of its stakeholders Directors and employees to freelycommunicate and address to the Company their genuine concerns in relation to any illegalor unethical practice being carried out in the Company. The said policy has been also putup on the website of the Company at the following link: http://www.ommetals.com/#/policies

RISK MANAGEMENT

Periodic assessments to identify the risk areas are carried out and management isbriefed on the risks in advance to enable the company to control risk through a properlydefined plan. The areas of risk include- Liquidity risk Interest rate risk Credit riskCommodity price risk foreign currency fluctuation risk Market risk Salary riskInterest risk Investment risk Health Safety And Environment Risks Political Legal AndRegulatory Risks fraud and cyber security and Other Operational Risks etc. The Board isalso periodically informed of the business risks and the actions taken to manage them. TheCompany has formulated a policy for Risk management with the following objectives:

• Provide an overview of the principles of risk management

• Explain approach adopted by the Company for risk management

• Define the organizational structure for effective risk management

• Develop a "risk" culture that encourages all employees to identifyrisks and associated opportunities and to respond to them with effective actions.

• Identify access and manage existing and new risks in a planned and coordinatedmanner with minimum disruption and cost to protect and preserve Company's human physicaland financial assets.

Fundamentals of our risk management system

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

Goals of risk management

At OMIL the risks are detected at their earliest possible and necessary measures aretaken to avoid economic and environmental damage. The company lays due emphasis onavoidance of risks that threaten the company's continued existence.

Organizational responsibilities and tools

Regular risk analyses at the corporate level are conducted by OMIL's management and byvarious departmental heads.

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

PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS MADE UNDER SECTION 186 OF THECOMPANIES ACT 2013

The particulars of Loans & guarantees given investments made and securitiesprovided have been disclosed in the financial statements forming part of this AnnualReport.

RELATED PARTY TRANSACTIONS

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

The particulars of contracts or arrangements with related parties referred to inSection 188(1) and applicable rules of the Companies Act 2013 in Form AOC-2 is providedas Annexure VII to this Annual Report.

There are no person(s) or entities forming part of the Promoter(s)/Promoter(s) Groupwhich individually hold 10% or more shareholding in the Company.

Pursuant to Regulation 23(9) of the Listing Regulations your Company has filed halfyearly report on Related Party Transactions with the Stock Exchanges for the half yearended 30 September 2019 and March 31 2020.

The Policy on materiality of related party transactions and dealing with related partytransactions as approved by the Board may be accessed on the Company's website at thelink: http://www. ommetals.com/#/policies

The details of the related party transactions as per Indian Accounting Standards (INDAS) - 24 are set out in Standalone Financial Statements of the Company.

CORPORATE SOCIAL RESPONSIBILITY

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

http://www.ommetals.com/#/policies

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

Name of Director Status
Mr. Gopi Raman Sharma Chairman
Mr. Vikas Kothari Member
Mr. Sunil Kothari Member

Company Secretary of the Company shall act as the Secretary to the Corporate SocialResponsibility Committee.

Further details regarding Corporate Social Responsibility Committee is are given in theCorporate Governance section of the annual report which forms part of the Director'sReport.

EXTRACTS OF ANNUAL RETURN

The Extract of Annual Return as required under section 92(3) of the Companies Act 2013and rule 12(1) of the Companies (Management and Administration) Rules 2014 in Form MGT-9is annexed herewith for your kind perusal and information. (Annexure: VI) and is alsoavailable on the Website of the Company http://www.ommetals.com/#/investor-info

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The information required under Section 197 of the Act read with rule 5(1) 5(2) and5(3) of the Companies (Appointment and Remuneration of managerial Personnel) Rules 2014are given in ANNEXURE VIII forming part of this report.

The Company does not have scheme or provision of money for the purchase of its ownshares by employees/directors or by trustees for the benefit of employees/directors.

List of top ten employees in terms of remuneration drawn is also given in ANNEXURE IV B

SECRETARIAL STANDARDS

The Company has complied with the applicable provisions of the Secretarial Standardsissued by the Institute of Company Secretaries of India with respect to general and Boardmeetings.

POWER OF ATTORNEY HOLDERS

For the implementation and effective execution of the Projects and various Laws asapplicable to the Company the Board of Directors entrusted the following HOD's withresponsibility via Power of Attorney granted to them and these are directly responsiblefor compliances:

Name Of HOD/ Authorized Person Division/ Department/ Project Date of Authorization
1. Deepak Jain Human Resources 14/11/2016
2. KuntiLal Jain Income Tax 14/11/2016
3. Sunil Kumar Jain Banking (debt raising only) 14/11/2016
4. Jayant Gupta Sales Tax/ VAT/GST 14/11/2016
5. D.S. Rawat- Sr manager Finance and audit TDS Service Tax Accounts& Audit 14/11/2016
6. V.K. Gupta - GM Finance Goods and Service Tax/ EPCG /Custom duty/Forex 14/11/2016
7. Ajay Raina Kameng Project 14/11/2016
8. Dinesh Kumar Ujjain Project 14/11/2016
9. Munish sood Gujarat Project 14/11/2016
10. Deepak jain Amravati project
11. Robin Krishna Hotel Om Tower May 2020
12. Farooq Ahmed Rampur (UP) Project 14/11/2016
13. Padam Jain Om Realty Division 14/11/2016
14. J B Sarkar Vyasi Project 14/11/2016
15. Sanjay Dutta Om Pack Division May 2020
16. Basistha rai Ghana 24/10/2017
17. Rahul Tripathi Rwanda 24/11/2017
18. K C jain Isarda 01/01/2019
19. D sarvanand Kunda

PERSONNEL

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

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013

In Compliance with the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013 your Company has constituted an 'InternalComplaints Committee' ('Committee'). No complaint has been received during the Year ended31st March 2020 in this regard.

The Company has in place a Policy for Prevention of Sexual Harassment at Workplace asper requirement of the Sexual Harassment of Women at Workplace (Prevention Prohibitionand Redressal) Act 2013. Internal Complaint Committee has been set up to redress thecomplaints received regarding sexual harassment. All employees (permanent contractualtemporary trainees) are covered under this policy. The following is the Summary of SexualHarassment complaints received during the year ended 31st March 2020 in this regard.

(a) Number of complaints pending at the beginning of the year: NIL

(b) Number of complaints received during the year: NIL

(c) Number of complaints disposed off during the year: NIL

(d) Number of cases pending at the end of the year: NIL

HEALTH SAFETY AND ENVIRONMENT

The safety excellence journey is a continuing process of the Company. The safety of thepeople working for and on behalf of your Company visitors to the premises of the Companyand the communities we operate in is an integral part of business. We have taken severalconscious efforts to inculcate a safer environment within place of work.There is a strongfocus on safety with adequate thrust on employees' safety.

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

LISTING

The Equity Shares of the Company continue to remain listed with the National StockExchange of India (NSE) and Bombay Stock Exchange (BSE). The listing fees of the exchangeshave been paid.

CREDIT RATING

During the year under review CARE has downgraded your Company's credit ratings asbelow:

FACILITY RATING RATING ACTION
Long term Bank Facilities CARE BBB-; Stable (Triple B Minus; Outlook: Stable) Revised from CARE BBB; Negative (Triple B; Outlook: Negative)
Long term/Short term Bank Facilities CARE BBB-; Stable/ CARE A3 (Triple B Minus; Outlook: Stable/ A Three) Revised from CARE BBB; Negative/CARE A3+ (Triple B; Outlook; Negative/ A Three Plus)

The reasons provided by the Credit rating agency downward revision in ratings is thedeterioration in the financial performance of the company in FY19 and H1FY20 continuedsupport extended to its group companies in real estate sector which are yet to givereturns and elongation in working capital cycle also reflected from increased workingcapital utilization. The ratings are also constrained on account of project execution riskassociated with the hydro power and real estate projects.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In terms of provisions of Regulation 34(2)(e) of Securities and Exchange Board of India(Listing Obligations and Disclosure) Regulations 2015 the Management Discussion andAnalysis is presented in a separate section forming part of the Annual Report.

It provides details about the overall industry structure global and domestic economicscenarios developments in business operations/ performance of the Company's variousbusinesses viz. decorative business international operations industrial and homeimprovement business internal controls and their adequacy risk management systems andother material developments during the financial year 2019-20.

DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THEFINANCIAL STATEMENTS

The Company has Internal Financial Controls which are adequate and were operatingeffectively. The controls are adequate for ensuring the orderly and efficient Conduct ofthe Business including adherence to the Company's policies the safeguarding of assetsthe prevention and detection of Fraud and errors the accuracy and completeness ofaccounting Records and timely preparation of reliable financial information.

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

BUSINESS RESPONSIBILITY REPORT

Regulation 34(2) of the Listing Regulations provides that the Annual Report of the Top500 listed entities based on market capitalization (calculated as on March 31 of everyfinancial year) shall include a Business Responsibility Report ("BRR"). Sinceyour Company does not feature in the Top 500 listed entities as per market capitalizationas on March 31 2020 the Business Responsibility Report for the financial year 2019-2020does not form a part of the Annual Report.

CORPORATE GOVERNANCE

The Company has been following principles of Good Corporate Governance Practices overthe years. Your Company has complied with the Corporate Governance Code as stipulatedunder the Listing Regulations. In Compliance with Regulation 34 of the Listing Regulationsa separate section on Corporate Governance along with certificate from BK Sharma andAssociates Practicing Company Secretaries confirming compliance forms part of the AnnualReport.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant material orders passed by the regulators /courts/tribunalswhich would impact the going concern status of the Company and its future operations.

DEPOSITS

During the Year under review your company has not accepted any Deposits within themeaning of Section 73 and 74 of Companies Act 2013 read with the Companies (Acceptance ofDeposits) Rule 2014 and as such no amount of principle or interest was outstanding asof the Balance Sheet date.

ACKNOWLEDGEMENTS

Your Directors deeply appreciate the valuable co-operation and continued supportextended by the Company's Bankers Financial Institutions Government agenciesCollaborators Stockiest Dealers Business Associates and also the contribution of allemployees to the Company.

On Behalf of the Board of Directors
Date: 30th June 2020
Place: Delhi Dharam Prakash Kothari Sunil Kothari
(Chairman) (Mg. Director)
DIN:00035298 DIN:00220940