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Om Infra Ltd.

BSE: 531092 Sector: Engineering
NSE: OMINFRAL ISIN Code: INE239D01028
BSE 00:00 | 06 Dec 39.25 0.30
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OPEN 38.25
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VOLUME 24092
52-Week high 56.40
52-Week low 27.55
P/E
Mkt Cap.(Rs cr) 378
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 38.25
CLOSE 38.95
VOLUME 24092
52-Week high 56.40
52-Week low 27.55
P/E
Mkt Cap.(Rs cr) 378
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 49th AnnualReport of your Company together with the Audited Financial Statements for the financialyear ended 31st March 2021.

FINANCIAL SUMMARY AND HIGHLIGHTS

(Rs. In Lacs)

Particulars STANDALONE CONSOLIDATED
For the year ended March 31 For the year ended March 31
2021 2020 2021 2020
Revenue from operations 22818.16 18707.11 23564.16 18707.10
Other Income 1375.59 5340.73 1375.68 3525.07
Total income 24193.75 24047.84 24939.84 22232.17
Expenses
a) Cost of material consumed 6380.97 5163.47 8007.58 7592.99
b) Purchases of stock in trade 1396.30 856.35 1396.30 856.35
c) Change in inventories of finished goods work in progress and stock in trade (1236.70) 1403.03 (4494.56) (3824.60)
d) Excise duty expenses 0.00 0.00 0.00 0.00
e) Employee benefit expenses 1994.94 2235.49 2089.49 2372.61
f) Other expenses 10487.85 9342.76 12146.33 10269.10
Total Expenses 19023.36 19001.1 19145.14 17266.45
Profit before Depreciation Finance Cost exceptional items and tax Expenses 5170.39 5046.74 5794.7 4965.72
Depreciation and amortization expenses 835.72 918.33 842.77 925.63
Profit before Finance Cost exceptional items and tax Expenses 4334.67 4128.41 4951.93 4040.09
Finance cost 2168.61 2284.82 2511.81 2460.49
Profit before exceptional items and tax Expenses 2166.06 1843.59 2440.12 1579.60
Exceptional Items 0.00 0.00 0.00 0.00
Total profit before Tax 2166.06 1843.59 2440.12 1579.60
Current Tax 488.50 366.98 488.52 367.24
Deferred Tax 581.130 (353.10) 824.63 (363.67)
Total Tax expenses 1069.63 13.88 1313.15 3.57
Profit/Loss for the year 1039.29 1784.84 1522.74 1583.62
Total comprehensive income for the period 978.11 1001.26 1033.16 739.18
Earning per equity share Basic earnings (Loss) per share from continuing and discontinued operations 1.02 0.56 1.07 0.78
Diluted earnings (Loss) per share from continuing and discontinued operations 1.02 0.56 1.07 0.78

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

GLOBAL HEALTH PANDEMIC FROM COVID-19

The global COVID-19 pandemic which has impacted the Indian and Worldeconomy during the year the pandemic continued to disrupt to the sectors that we operatein. The lockdown halted most of the construction activity in the country and accordinglyour Company's operations were impacted including the manufacturing operations and thefactories of the Company. However during the year local authorities have permitted theconstruction activities at almost all our project locations and factories while ensuringthat all safety measures as set out by the Government are being adhered to. The Companycontinues to monitor the situation carefully and took appropriate steps as necessary.

The Company has taken appropriate steps including Work from Home policyto ensure safety and health of the Company's employees at Head office and other locationsand has a secure system to access the servers to the authorised persons includinginternal and statutory auditors. The physical and emotional wellbeing of employeescontinues to be a top priority for the Company with several initiatives to supportemployees and their families during the pandemic.

STATE OF COMPANY'S AFFAIRS

The strength of your Company lies in identification execution andsuccessful implementation of the projects in the infrastructure space. To strengthen thelong-term projects and ensuring sustainable growth in assets and revenue it is importantfor your Company to evaluate various opportunities in the different business verticals inwhich your Company operates. Your Company currently has several projects underimplementation and continues to explore newer opportunities both domestic andinternational. Your Board of Directors' considers this to be in strategic interest of theCompany and believe that this will greatly enhance the long-term shareholders' value.

The company has changed name of company to OM Infra Ltd to give a morefocused domain and represent the business which the company is primarily in Metal wasgiving some sort of misrepresentation to all the business and shareholder community .

Consolidated

The Company has reported consolidated revenue from operations Rs.23564.160 Lakhs as against Rs. 18707.10 Lakhs in the previous year and Profit before Tax(PBT) of Rs.2440.12 Lakhs as against Rs. 1579.60 Lakhs in the previous year.

Standalone

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

The Company has reported standalone revenue from operations Rs 22818.16Lakhs as against Rs. 18707.11 Lakhs in the previous year and a Profit before Tax (PBT) ofRs.2166.06 Lakhs as against Rs. 1843.59 Lakhs in the previous year.

DIVISIONAL ANALYSIS Engineering Division

The Turnover of this division (including joint controlled operations)this year is Rs. 22198.49 lakhs and profit (PBT) is Rs. 2728.66 lakhs as against Turnoverof 17411.40 lakhs & profit (PBT) is Rs. 4288.02 lakhs in the last year.

The Engineering Division focuses on turnkey engineering procurement andconstruction contracts in Hydro Mechanical projects Irrigation projects Canal & Damsprojects. The EPC contracts work include civil construction designing engineeringprocurement fabrication manufacturing supply installation commissioning andoperations & maintenance. Company has successfully executed more than 60 Civil andHydro-mechanical contracts for Hydro-power & Irrigation projects across the countryand abroad. Currently working on 17 construction projects with total outstandingunexecuted contract value of Rs 1864 crores (OMIL Share). These projects are acrossmultiple states (Gujarat Uttar Pradesh Madhya Pradesh Uttarakhand Himachal PradeshJharkhand Tamil Nadu Arunachal Pradesh Punjab and Rajasthan) and three internationallocations (two projects in Africa and one project in Nepal). Company's largest contract -Isarda Dam project (Rs 550 Crore pre GST ) has gathered pace; revenue booking alreadystarted and shapurkhandi Punjab (Rs.554 cr) also started generating revenue and is anotherbig milestone in Company's order book. Revenue booking at other new Hydro Mechanicalcontracts Arun-3 (Nepal) and Amravati (Maharastra) Chitakurdiis going to take pace in alarger way from next year (2021-22). Africa Irrigation projects are progressing smoothly.Pace of execution of these projects has been better with completion expected by next FY(2020-21).

In Tapovan Vishnugarh project Company has won arbitration award of Rs53 crore and NTPC has accordingly deposited the money in court and challenged the award inHon'ble High court. The final disposal of NTPC appeal in our favour in Hon'ble High courtis expected. In recent glacier burst the project is damaged and we are estimating loss andits unfortunate that we have lost some lives of human resource there and some are missing. The insurance claim matter is being taken up thru legal judicial process .

Orders received during the Year:

1. Shapurkhandi Punjab for INR 621 crores from Water ResourceDepartment Government of Punjab.

Real Estate Division

The Company is also engaged in Development of Real Estate projects. TwoReal Estate projects are under progress across Jaipur Kota with sellable area of over aMillion sq ft and one is in planning stage at Mumbai with the total expected saleable areaover 2.5 lakh sq ft ( Om's share). The structure completion of project in Jaipur and Kotais almost complete and approval from local authority is awaited. Considering that thereality market to do considerably well the company expects about Rs• 5 billionrevenue and unrealized cash inflow from both the projects.

The Turnover of this division this year is 3.20 Lakhs and loss (PBT) is-117.8 against Turnover of NIL & Loss (PBT) was Rs.-109.32 lakhs in the last year.

There is a potential realizable value of Land Bank/ developable/underdevelopment area in Company/subsidiary/Joint Venture.

Execution road map for real estate projects and revenue recognition

Project Location Partner Project Type # of Units Project Area Sa.ft. (Approx) (OMIL Share)
Meadows Kota - Housing 340 445972
Pallacia Jaipur - Housing 152 646150
Bandra Reclamation - Mhada Mumbai DB Realty & Others Housing - 250000
Total 1375000
Real Estate Project Sold in sq.ft. Unsold in sq.ft. Total realisable value of revenue (Rs Cr) Consideration of sold units (Rs Cr ) Total revenue realizable for unsold units (Rs Cr)
Om Meadows 185500 260472 107 42 65
Palacia 251530 394620 646 210 436
Bandra Reclamation - Mhada - 250000 750 0 750
Total 1523 249 1251

. Note: Bandra Mhada Project - tentative as per finalization of drawingplan and FSI approval and subject to market conditions and revenue is purely estimated

. The revenue projects are subjected to growth in real estate marketsand sale of units and FSI approval (at decided rate and time)

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 divided in smaller lots and sale of some plots executed)
Kota (Institutional/ commercial Land) 40000 In the centre of Kota City
Location Sq. Mtrs. Key Location Advantage
Jaipur 3800 In the prime commercial location of Jaipur City
TOTAL 55800

The agreement to sale for Jaipur Hotel (Om Tower) was done duringQ3FY19. Major amount had already been received as an advance. Conveyance deed is pendingbut the possession of hotel for business operation has been given to buyer in April 2021._

In the MHADA project company is exploring the construction ofcommercial spaces and in talks with Architects /Govt agencies and other prominentdevelopers for construction post FSI approval and Design and drawing approval. Claim fordelay in project from MHADA is in arbitration process..

Other Infrastructure Division

Other Infrastructure division of the Company includes revenue frompackaging etc.

The Turnover of this division this year is Rs. 616.47 lakhs as againstRs. 1295.71 Lakhs of previous year and reported loss (PBT) of Rs. -444.81 Lakhs as against-50.29 Lakhs of previous year

Packaging

The Company had entered into this venture for manufacturing of Closurefor water PET bottles and Carbonated Soft Drinks (CSD) caps. Plastic ban and NGTguidelines slowed down the sale of this division and Company has sold one of the machinesand Company is looking to completely sale this division and business.

Silos: Project received from Food Corporation of India (FCI) forconstruction and development of 4 Silos and for the same the Company has formed 4 SPV'sand has 50% stake in each.

Company has taken approval from FCI to hold 99 % in two projects anddilute its majority stake in other two projects.

In Gujarat and Bihar Silo projects - Ground breaking & civilstructures work at both the projects are in progress. Company is hopeful to achieveFinancial closure soon and COD in next 24 months.

Future Outlook

Your Company sees good prospects in the domestic economy with thethrust on infrastructure development. The Company has invested in building up thecapacities over the years and has also mapped the emerging opportunities with the internalcapabilities. Increase in the pace of implementation of various initiatives by thegovernment and revival of the investment cycle would be conducive for achieving the growthaspirations of the Company. Government's need of revival in capex cycle and infrastructuredevelopment would remain conducive for achieving the growth aspirations of the Companywith reduced EMD and PBG in tender and contracts.

The road ahead planned for your company includes:

• Enlarge global footprint through acquisition and strategic JointVentures in the core business.

• Completion of existing real estate projects.

• Establish presence in varied structure steel design andfabrication works in bridges Pipe laying and heavy engineering works.

• Tap India's second largest potential in the world both in HydroElectric Power River Linking and irrigation by capitalizing on the plans of thegovernment of India plans of accelerating infra-structure projects.

• Focus on tapping huge potential in Hydro Electric Power RiverLinking and irrigation by capitalizing on the government's plans of acceleratinginfrastructure projects

• Company is also focused on better operational efficiencies whichwould help in further margins improvement with a better recognition post name change

• FY22 seems and likely to be much better as compared to FY21 interms of execution of projects at both domestic and international sites leading to higherrevenue recognition and FY22 is expected to witness handsome growth

CHANGES IN NATURE OF BUSINESS IF ANY

There have been no changes in the business carried on by the Company orits subsidiaries. DIVIDEND:

The Board of Director of your Company is pleased to Recommend aDividend of Rs 0.40 per Equity share of the Face Value of Rs. 1 each (@ 40%) for theapproval of the shareholders at the ensuing Annual General Meeting ('AGM') of the Companyand whose names appears in the register of Members as on the Book Closure/ Record Date.Board has proposed 40% dividend in current fiscal to celebrate the Golden Jubilee of theCompany. The name change of Company is likely to represent more in terms of its strengthdomain and core competence.

The total outflow on account of equity dividend will be 385.22Lakhs-via-a-via Rs. 192.61 Lakhs for the Financial year 2019-20.

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

Appropriations to general reserve for the financial year ended March31 2021 as per standalone financial statements are as under:

(In Lakhs)

Net profit for the year 1039.28
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 anyamount to the Reserves for the year under review.

CHANGES IN SHARE CAPITAL IF ANY

The paid up Equity Share Capital as on March 31 2021 was Rs. 9.63Crore. During the year under review the Company has not issued shares with differentialvoting rights nor granted 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 thesubsidiaries JV/Associate Company.

Pursuant to provisions of Section 129(3) of the Act a statementcontaining salient features of the financial statements of the Company's subsidiaries inForm AOC-1 is attached to the financial statements of the Company as Annexure II.

In accordance with Section 136 of the Act the financial statements ofthe subsidiary and associate companies are available for inspection by the members at theRegistered Office of the Company during business hours on all days except SaturdaysSundays and public holidays upto the date of the AGM. Any member desirous of obtaining acopy of the said financial statements may write to the Company Secretary at the RegisteredOffice of the Company. The financial statements including the CFS and all other documentsrequired to 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 thewebsite of the Company at http://www.ommetals.com/#/policies and Om Metals ConsortiumPrivate Limited has ceased to become material subsidiary of the Company. M/s WorshipInfraprojects Private Limited has became the material subsidiary of the Company w.e.f1.04.2021

Apart from this your Company funded its subsidiaries/JV's from timeto time as per the fund requirements through loans guarantees and other means to meetworking capital requirements.

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

OM METALS CONSORTIUM PRIVATE LIMITED - This wholly owned SubsidiaryCompany is developing a high end residential project on a very prime parcel of 19000 sq.mt. land at Jaipur and has a sellable built-up area of 6.45 lakh sqft with expectedrealization of 'INR 10000-12000/ sqft. OMIL has invested INR 1.6 bn for land anddevelopment cost is expected to be Rs 4 bn. The company expects to generate Rs 6.0 bn ofRevenue from this project over next 2-3 years which translates into pretax profits ofRs1.3bnappx. After completion of structure of building last mile land scaping valueaddition interior and finishing work is going on in full swing as per policies/bye lawsand within legal framework.

HIGH TERRACE REALTY PRIVATE LIMITED( FORMALLY KNOWN AS OM METALS REALESTATE PRIVATE LIMITED)- This wholly owned Subsidiary Company formerly known as OmMetals Real Estate Private Limited is holding stakes in different SPV's and differentsubsidiaries for different projects in different locations. Majority of the inventory heldby the SPV's has been sold and SPV have refunded back the sum advanced by High TerraceRealty Private Limited and consequently High Terrace Realty Private Limited refunded theentire sum advanced by Om Infra Limited.

CHAHEL INFRASTRUCTURES LIMITED - The Company has substantial staketotaling to 94.46% this Company has earmarked for the development of sea port inPondicherry. After the non clearance of the project we have moved for arbitrationproceedings there our as well as of Govt. of Pondicherry claims remain unconsidered.

WORSHIP INFRAPROJECTS PRIVATE LIMITED (earlier known as OM METALS SPMLINFRAPROJECTS PVT LTD) - This is wholly owned Subsidiary Company. The Company hadCompleted 457 Cr Kalisindh Dam project in this SPV earned qualification of damconstruction. This company was made wholly owned subsidiary of Om Infra limited and thiscompany in JV with Om Infra Limited has secured a work contract of Isarda dam in Rajasthanworth Rs550cr and the progress of the project is good.

SANMATI INFRADEVELOPERS PRIVATE LIMITED - This SPV wherein we own25% stake along with other stakeholders SPML Infra (25%) and Urban Infrastructure TrusteesLtd (UITL) (50%) which is a holding company of Pondicherry SEZ Co. Ltd (PSEZCL). PSEZCLwas formed to executea multi product SEZ in Pondicherry where 840 acre land has beenacquired and balance 26 acre is pending. After the non clearance of this project we havebeen negotiating with UITL to unlock value of financial and real estate assets.

BHILWARA JAIPUR TOLL ROAD PRIVATE LIMITED- This SPV where Om InfraLimited 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 Infra 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.

• Company has got interim relief which it sought under section 17of arbitration act from Arbitrator in its road SPV (Special Purpose Vehicle) project -Bhilwara Jaipur Toll Road Pvt. Ltd

• The Arbitrator after due hearings under section 17 ofarbitration act in this case issued an award on Oct 30 2019 directing the PWD - RajasthanGovt to deposit Rs 191 crore in escrow account and take back the possession of statehighway but PWD have preferred appeal in commercial court in Rajasthan against the interimaward.

• State Govt has now taken over the road on 15 June 2021 incompliance of High court order dated 12.10.20 by making partial payment of Rs.15.79 cr andstarted collecting toll thru its agency RSRDC - our outgoing in debt servicing is relaxedas of now.

• Regular arbitration proceedings as per Arbitration act is goingon and claim of termination payment of Rs 378 crore (other than debt due )is in process ofhearings

• As per termination of Concession Agreement the State Govt ofRajasthan is liable to pay termination payment which includes debt due and 150% of theadjusted equity as per clause in concession agreement but PWD's appeal in commercial courtis pending for hearing. We are awaiting positive development soon.

GURHA THERMAL POWER COMPANY LIMITED- This company as a 50% JV of OmInfra has a lignite based thermal project in Rajasthan. Due to abnormal delay at the endof Government The Company have intimated its stand of terminating the project from itsside. Our compensation and claim is pending for decision in Tribunal.

GUJRAT WAREHOUSING PRIVATE LIMITED- This SPV was incorporated forthe development of silo for storing wheat for FCI. The land acquisition is complete andground breaking and civil structure work going on.

PARTNERSHIPS /JV's:

OM METALS CONSORTIUM (Partnership firm) - This prestigiouspartnership firm for development of SRA project in Bandra Reclamation facing Bandra- WorliSea Link has completed the construction of the temporary transit camp.

A redevelopment project of MAHADA in partnership under Om MetalsConsortium(OMC) where OMIL holds 17.5 % stake. Other developmental partners in theconsortium are DB Realty Group SPML Infra Morya Housing and Mahima developers. Thismulti-storied residential project is spread across 6 acres and entitled to FSI whichtranslate into approx ~1.2 mnsqft(subjected to all Govt clearances ).A premium ofadditional FSI available shall be paid by OMC.

OMC has done a JV with DB realty for this project where DB realty wouldbe incurring 100% cost for the development and transfer 50% of salable area to OMC.

OM METALS -JSC JV - This JV has been executing Kameng HEP and theproject is completed and our last leg of some payment is pending and BG's are requested tobe released.

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

SPML-OM METALS JV- This JV has been executing project fordevelopment of smart infrastructure(knowledge city) in Vikram Udyogpuri at Ujjain. Theprogress of the contract is very smooth and project is almost completed and our last legof some payment is pending and BG's are requested to be released.

WEST BENGAL LOGISTIC PRIVATE LIMITED- This SPV was incorporated forthe development of silo for storing wheat for FCI. We have got approval from FCI to diluteour majority stake in this company.The other JV partner is fully looking into thisproject.

UTTAR PRADESH LOGISTIC PRIVATE LIMITED- This SPV was incorporatedfor the development of silo for storing wheat for FCI. We have got approval from FCI todilute our majority stake in this Company. The other JV partner is fully looking into thisproject.

BIHAR LOGISTIC PRIVATE LIMITED- This SPV was incorporated for thedevelopment of silo for storing wheat for FCI. The land acquisition is complete and groundbreaking and civil structure work going on.

OM WIPL JV ISARDA: This JV has been developing project for theConstruction of Isarda Dam across Banas RiverinTonk District and Om infra Ltd is executingthe contract on sub contract basis on arms length pricing.

OMIL JV : The water resource deptt Punjab has allotted a workcontract of Rs.554 cr in this JV where Om infra has a majority stake and this JV has subcontracted the work to Om infra Ltd on arms length basis .

OMIL JWIL VKMCPL JV - This JV has been allotted the contract atMadhya Pradesh and Om infra has majority stake and the JV is developing the project andJindal water is responsibly executing the project on arms length basis.

Om Metal SPML JV ( Ghana) - This Jv has been executing the projectin Africa Ghana and the project is in last leg of completion. Om Infra is taking the leadin execution of the project

Om Metal SPML Joint venture ( Rwanda) - This Jv has been executingthe project in Africa rwanda and the project is in advanced stage of completion. OmInfra is taking the lead in execution of the project .

Subsidiaries/Associates of High Terrace Realty Private Limited formerlyknown as Om Metals Real Estate Private Limited (Wholly owned subsidiary of the Company):

ULTRAWAVE PROJECTS PRIVATE LIMITED - This Company formerly known asOm Metals Infotech Pvt Ltd has industrial land in Jaipur and the long drawn legal hurdlehas been sorted out by out of court settlement. The subdivision of land has been obtainedfrom RIICO and some plots has been sold.

MEGA EQUITAS PRIVATE LIMITED - This Company formerly known as OmMetals Developrs Private Limited entered into a JV with Mahindra Life space for aresidential project in Hyderabad. Mahindra owns 80% of the built-up area rights in the10-acre premium residential project called 'Ashvita' and OMDPL holds the rights to theremaining area. The 20% share of built-up area under OMIL is 80000 sqft and realization is'4500/sq.ft.(0.36 Bn INR). The project is sold out.

The Board of Directors of the Company has adopted the policy for thematerial subsidiaries which is available on the website of the company at the followinglink:

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

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the provisions of Companies Act 2013(hereinafterreferred to as "the Act") Regulation 33 of the Securities and Exchange Board ofIndia (Listing Obligations and Disclosure Requirements) Regulations 2015 (hereinafterreferred to as "Listing Regulations") and applicable Accounting Standards theAudited Consolidated Financial Statements of the Company for the financial year 2020-21together with the Auditors' Report form part of this Annual Report.

Companies which became / ceased to be Company's Subsidiaries JointVentures or Associate Companies:

• Companies which have become subsidiaries Joint Ventures orAssociate Companies during the financial year 2020-21:

OMIL JV

• Companies which has ceased to be the Subsidiaries/StepSubsidiary Joint Ventures or Associate Companies during the financial year 2020-21:

NIL

MATERIAL CHANGES AND COMMITMENTS IF ANY BETWEEN BALANCE SHEET DATEAND DATE OF DIRECTORS' REPORT

There were no material changes and commitments between the end of thefinancial year of the Company to which the Financial Statements relates and date ofDirectors' Report affecting the financial position of the Company other than thosedisclosed in this report and The outbreak of corona virus (COVID-19) pandemic globally andin India is causing significant disturbance and slowdown of economic activity. Operationsand revenue have been impacted due to COVID-19.

Details of Acquisitions made after Balance Sheet Date and before Dateof Director's Report:

1. The Company has acquired additional 49% shareholding of M/s BiharLogistics Private Limited by way of acquisition of Equity Shares thereby making it as 99% subsidiary company.

2. The Company has Acquire additional 24.99 % shareholding of M/sGujrat Warehousing Private Limited by way of acquisition of equity shares thereby makingit as 99 % subsidiary Company.

INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

Pursuant to the applicable provisions of the Companies Act 2013 readwith the IEPF Authority (Accounting Audit Transfer and Refund) Rules 2016 ('therules') all unpaid dividends are required to be transferred by the Company to the IEPFestablished by the Government of India after the completion of seven years. Furtheraccording to the rules the shares on which dividend has not been paid or claimed by theshareholders for seven consecutive years or more shall also be transferred to the demataccount of the IEPF authority. During the Year 2020-21 the Company has transferred Rs.28055.00 unclaimed and unpaid dividends to the IEPF Fund.

Further 12063 corresponding share in respect for which dividend wasunclaimed for seven consecutive years or more were transferred to the demat account of theIEPF authority in the Financial Year 2020-21 pursuant to the provisions of Section 124(6)of the Companies Act 2013 and the rules there under.

Shareholder can check Details of their Unpaid and unclaimed amount onthe website of the IEPF Authority i.e. http://www.iepf.gov.in/and can also check updateddetails of their shares on website of the Company and Pursuant to the Rule 5(8) ofInvestor Education and Protection Authority (Accounting Audit Transfer and Refund)Rules 2016 the Company has uploaded the details of unpaid and unclaimed amounts lyingwith the Company as on date of last Annual General Meeting on the website of the Companywww.ommetals.com.

Further information related to IEPF and details of Nodal and deputyNodal officer were disclosed in Corporate Governance Report forming part of this AnnualReport.

MEETINGS OF THE BOARD OF DIRECTORS

Six meetings of the Board of Directors were held during the year. Forfurther details please refer to the corporate governance report which forms part of thisreport. The maximum interval between any two meetings did not exceed 180 days as perextension issued by Ministry of Corporate affairs and SEBI.

The Ministry of Corporate Affairs ("MCA") vide its GeneralCircular No. 11/2020 dated 24th March 2020 and SEBI vide circular No.SEBI/HO/CFD/CMD1/CIR/P/2020/38 dated March 19 2020 has extended gap between twoconsecutive meetings of the Board to 180 days during the Quarter - April to June 2020 andQuarter - July to September 2020 instead of 120 days as required in the Companies Act2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015

DIRECTORS' RESPONSIBILITY STATEMENT

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

(a) In the preparation of the annual accounts the applicableaccounting standards have been followed along with proper explanation relating to materialdepartures;

(b) The directors have selected such accounting policies and appliedthem consistently and made judgments and estimates that are reasonable and prudent so asto give a true and fair view of the state of affairs of the company at the end of thefinancial year and of the profit and loss of the company for that period;

(c) The directors have taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of CompaniesAct 2013 for safeguarding the assets of the company and for preventing and detectingfraud and other irregularities;

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

(e) The directors have laid down internal financial controls to befollowed by the company and that such internal financial controls are adequate and wereoperating effectively.

(f) The directors had devised proper systems to ensure compliance withthe provisions of all applicable laws and that such systems were adequate and operatingeffectively.

Based on the framework of internal financial controls and compliancesystems established and maintained by the Company work performed by the internalstatutory and secretarial auditors and external consultants and the reviews performed bymanagement and the relevant board committees including the audit committee the board isof the opinion that the Company's internal financial controls were adequate and effectiveduring the financial year 2020-21.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

The constitution of Board of Directors and KMP of the Company duringthe year 2020-21 is as under:

S. Name No. 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 Vice Chairman 02/09/2020 22/08/2014 -—
3. Shri Vikas Kothari Managing Director & CEO 02/09/2020 28/03/2015 -—
4. *Shri Gopi Raman Sharma Independent Director 30/09/2016 11/03/2016 -—
5. **Shri Naresh Kumar Paliwal Independent Director GN=RIGHT>29/09/2018 20/04/2018 03/06/2020 (Resignation)
6. Smt. Saloni Kala Independent Director 29/09/2020 14/02/2020 -—
7. ***Shri Vaibhav Jain Independent Director 29/09/2020 02/09/2020
8. Shri Sunil Kumar Jain Chief Financial Officer 28/03/2015 01/04/2009 -—
9. Smt. Reena Jain Company Secretary -— 03/03/2008 -—

* Shri Gopi Raman Sharma was Re-appointed as a Non-ExecutiveIndependent Director of the Company in the Extraordinary General meeting of the Companyheld on 10th March 2021 for a further term not exceeding Five (5) consecutiveyears from 11th March 2021 to 10th March 2026.

** Mr. Naresh Kumar Paliwal has resigned from the post of directorshipw.e.f. 03rd June 2020.

*** Appointment of Mr. Vaibhav Jain w.e.f. 2nd September2020.

The Board on the recommendation of Nomination and RemunerationCommittee appointed Mr. Vaibhav jain as the Independent Director of the Company which wasfurther ratified by the Members of the Company in the Annual General Meeting held for theFinancial Year 2019-20.

Mr. Vaibhav Jain is experienced technocrat with diversified businessand job experience in Operations finance Business Development etc in fields such asManufacturing Trading Greenfield EPC Contract management in various industries likePower Water Construction IT etc. He has an experience of around 10 years and has theexposure to the various aspects of companies. He has worked as a business analyst onmultiple UD Fed Govt IT projects .He has the ability to understand the business sense atthe core. He holds a Bachelors' Degree Technology from the University of Rajasthan and aMasters degree from Duke University United States.

Shri Gopi Raman Sharma on the recommendation of the Nomination andRemuneration Committee and the Board was Re-appointed as a Non-Executive IndependentDirector of the Company in the Extra-ordinary General meeting of the Company held on 10thMarch 2021 for a further term not exceeding Five (5) consecutive years from 11th March2021 to 10th March 2026.

Shri Gopi Raman Sharma holds a degree in MBA LLB LLM&M.Sc.(Hons.) in Dairy Technology and has immense knowledge & experience in thefield of Banking Finance Legal and Social Welfare; He has been Vice Chairman of ANaRDeRural Support Programme of India. He had extended legal services to the various Banks andCorporates. He has been associated with various Committees with RBI and NABARD and hasrich experience in Nationalized and Development Banks. His specific skills and hisparticipation in the Board/Committee deliberations helps the Board and the Company inattaining its objectives.

In terms of Section 152 of the Companies Act 2013 Mr. Sunil Kotharishall retire at the ensuing Annual General Meeting and being eligible offer himself forre-appointment.

In the opinion of the Board all our Independent Directors possessrequisite qualifications experience expertise and hold high standards of integrity forthe purpose of Rule 8(5)(iiia) of the Companies (Accounts) Rules 2014. List of keyskills expertise and core competencies of the Board including the Independent Directorsis provided in the Corporate Governance report forming part of this Annual Report.

DISCLOSURES FROM INDEPENDENT DIRECTORS

The Company has received declarations from all the IndependentDirectors of the Company confirming that they meet the criteria of independence asprescribed both under Section 149 (6) of the Act and SEBI (Listing Obligations &Disclosure Requirements) Regulations 2015.

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

In terms of Regulation 25(8) of the Listing Regulations theIndependent Directors have confirmed that they are not aware of any circumstance orsituation which exist or may be reasonably anticipated that could impair or impact theirability to discharge their duties.

During the year under review the non-executive directors of theCompany had no pecuniary relationship or transactions with the Company other than sittingfees and reimbursement of expenses if any.

BOARD EVALUATION

In terms of the requirements of the Act and Listing Regulations theBoard carried out the annual performance evaluation of the Board as a whole BoardCommittees and the individual Directors.

The performance of the Board was evaluated by the Board after seekinginputs from all the directors on the basis of the criteria such as the Board compositionand structure effectiveness of board processes information and functioning etc.Theobjective of this evaluation process is constructive improvement in the effectiveness ofBoard maximise its strengths and tackle weaknesses if there are any.

The performance of the committees was evaluated by the board afterseeking inputs from the committee members on the basis of the criteria such as thecomposition of committees effectiveness of committee meetings frequency of meetings andtime allocated for discussions at meetings etc.

The Board and the Nomination and Remuneration Committee("NRC") reviewed the performance of the individual directors on the basis of thecriteria such as the contribution of the individual director to the Board and committeemeetings like preparedness on the issues to be discussed meaningful and constructivecontribution and inputs in meetings etc. In addition the Chairman was also evaluated onthe key aspects of his role.

Independent Directors in their separate meeting reviewed and evaluatethe performance of non-independent directors Board as a whole Managing Director and theChairman taking into account the views of executive directors and non-executive directorsand criteria laid down by the Nomination and Remuneration Committee. Performanceevaluation of independent directors was done by the entire Board excluding theindependent director being evaluated.

FAMILARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

To familiarize the Independent Directors with the strategy operationsand functions of our Company the executive directors/ senior managerial employees makepresentation to the Independent Directors about the company's strategy operations etc.Independent Directors are also visiting factories and branch offices to familiarizethemselves with the operations of the company and to

offer their specialized knowledge for improvement of the performance ofthe company. Further at the time of appointment of an Independent director the companyissues a formal letter of appointment outlining his/ her role function duties andresponsibilities as a director. The format of the letter of appointment is available atour website www.ommetals.com

The Policy of the familiarization programme of Independent Directors isput up on the website 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'sNomination and Remuneration Committee comprises of following Non-executive Directors asunder:

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

• Mr. Vaibhav Jain was appointed as Independent Director of theCompany w.e.f. 2nd September 2020 and he was also appointed as the member ofthe Nomination and Remuneration Committee from the same date.

**Mr. Naresh Kumar Paliwal has resigned from the post of directorshipw.e.f. 03rd June 2020 and ceased to be the member of the Nomination and RemunerationCommittee from the same date.

Details of the Nomination & Remuneration Committee terms ofreference of this Committee are given in the Corporate Governance section of the annualreport which forms part of the Director's Report.

The Nomination and Remuneration Policy of the Company forms part ofthis report as Annexure IV and the same is being uploaded on the Company's websiteand can be accessed at: http://www.ommetals.com/#/policies

Criteria for determining qualifications positive attributes andindependence of a Director

In terms of the provisions of Section 178(3) of the Act and Regulation19 of the SEBI Listing Regulations the NRC has formulated the criteria for determiningqualifications positive attributes and independence of Directors the key features ofwhich are as follows:

• Qualifications - The Board nomination process encouragesdiversity of thought experience knowledge age and gender. It also ensures that theBoard has an appropriate blend of functional and industry expertise.

• Positive Attributes - Apart from the duties of Directors asprescribed in the Act the Directors are expected to demonstrate high standards of ethicalbehaviour communication skills and independent judgment. The Directors are also expectedto abide by the respective Code of Conduct as applicable to them.

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

The Directors affirm that the remuneration paid to Directors KMPs andemployees is as per the Remuneration Policy of the Company.

The Managing Director of the Company has not received any remunerationor commission from any of the subsidiary companies.

Remuneration to Executive Directors:

The remuneration paid to Executive Directors is recommended by theNomination and Remuneration Committee and approved by Board in Board meeting subject tothe subsequent approval of the shareholders at the General Meeting and such otherauthorities as may be required. The remuneration is decided after considering variousfactors such as qualification experience performance responsibilities shoulderedindustry standards as well as financial position of the Company.

Remuneration to Non Executive Directors:

The Non Executive Directors are paid 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 Act2013 adopted by board is appended as Annexure IV to the Directors' Report.

The Remuneration to Executive Directors and KMP are in affirmation ofthe Nomination and Remuneration Policy.

The information required under Section 197 of the Act read withCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 (includingany statutory modification(s) or re-enactment(s) thereof for the time being in force) inrespect of Directors/employees of the Company is set out in the Annexure IVB to thisreport.

AUDIT COMMITTEE

According to Section 177 of the Companies Act 2013 the Audit Committeeis comprised of the 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. Sunil Kothari Member Executive Director
Mrs. Saloni Kala Member Non Executive Independent Director
Mr. Vaibhav Jain* Member Non Executive Independent Director
Mr. Naresh Kumar Paliwal** Member Non Executive Independent Director

* Mr. Vaibhav Jain was appointed as Independent Director of the Companyw.e.f. 2nd September 2020 and he was also appointed as the member of the AuditCommittee from the same date.

** Mr. Naresh Kumar Paliwal has resigned from the post of directorshipw.e.f. 03rd June 2020 and ceased to be the member of the Audit Committee from the samedate.

All members of the Audit Committee are financially literate and haveexperience in financial management. All the recommendations made by the Audit Committeewere accepted by the Board of Directors of the Company.

The Company Secretary of the Company acts as the Secretary to the AuditCommittee.

Details of the Audit committee terms of reference of the auditcommittee and of the company are given in the Corporate Governance section of the annualreport which forms part of the Director's Report.

AUDITORS

Statutory Auditors

At the AGM held in the year 2017 M/S Mahipal Jain & Co. CharteredAccountants (Registration No.007284C) was appointed as statutory auditors of the Companyfor a term of 5 years from the financial year 2017-18. The Companies Amendment Act 2017has waive-off the requirement of annual ratification. The Company has received letter fromthem to the effect that their continuation is within the prescribed limits confirming thatthey are not disqualified for such appointment pursuant to the Companies Act 2013 andapplicable statutory provisions.

Pursuant to provisions of Section 143(12) of the Companies Act 2013the Statutory Auditors have not reported any incident of fraud to the Audit Committeeduring the year under review.

The Auditors' Report for the Financial Year ended 31stMarch 2021 on the Financial 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 forthe financial year ended March 31 2021 contain with the qualification/reservation/adverseremark/ disclaimer which are replied by the Board of Directors hereunder:

Auditors Remark -1

In the standalone financial statements the Company's non-currentinvestments as at 31 March 2021 include investments aggregating Rs. 488.45 Lacs in asubsidiary; being considered good and recoverable by the management considering thefactors stated in the aforesaid note.

However this Subsidiary has accumulated losses and its net worth isfully eroded. Further this subsidiary is facing liquidity constraints due to which theymay not be able to realize projections made as per their respective business plans thuswe are unable to comment upon the carrying value of these non-current investments andrecoverability of the aforesaid dues and the consequential impact if any on theaccompanying standalone financial statements. Further we have received unaudited FinancialStatements of Subsidiary for the year ended on 31.03.2021.

The recoverability of the said investment is in doubtful in ouropinion.

Such matter is pending and reported since 31.03.2019.

Board's Resolve-

Chahel Infrastructure Limited a subsidiary which is holding 94.46%share in the Company has incurred losses during their past years but the Board ofdirectors are in view that the said subsidiary Company may receive projects in futurebased on its experience which will generate revenue in future and such losses will berecovered. Therefore based on certain estimates like future business plans growthprospects and other factors the Directors believes that the

realizable amount of subsidiary is fully recoverable due to which theseare considered as good and recoverable.

Auditors Remark - 2

In the standalone financial statements the Company's non-currentinvestments as at 31 March 2021 include investments aggregating Rs. 5187.20 Lacs andadvances of Rs. 10992. 68 Lacs (P.y. 10702.18 Lacs) as well as non-current in two jointventures & one associates namely Gurha Thermal Power Company Ltd. Sanmati InfraDevelopers Pvt. Ltd. and Bhilwara Jaipur Toll Road Private Limited ; being considered goodand recoverable by the management considering the factors stated in the aforesaid note.

Both joint ventures has filed termination to their respective authorityand claimed the amount invested and termination payments as per concession agreement. Butcompany's operating only on behalf of respective authority and is not booking any expensesand revenue in books after termination. So far as this matter indicates materialuncertainty about the going concern of these joint ventures.

In our view recoverability of the amount invested and advance providednot certain but no provisioning has been made against such diminishing of investment andloans. No Interest has been provided by the company on advances grant to two jointventures during the year.

Board's Reply-

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

Auditors Remark - 3

Financial Statements includes financial statements of one overseasbranch and one joint ventures whose financial statements reflect total assets of onebranch Rs.512.22 Lacs as at 31 March 2021 and total revenues of Rs. 0.00 and Net Loss ofone branch and one joint ventures of Rs.196.53 Lacs for the year ended on that date asconsidered in these standalone financial statements. The Company had prepared separate setof statutory financial statements of these branch and joint ventures for the years ended31 March 2021 in accordance with accounting principles generally accepted in India.Audited financial statements of such entities are not made available to us. Our opinion inrespect of these joint ventures and branch is qualified in respect of this matter.

Board's Reply-

Such Balance sheets cannot be audited because pandemic and covid 19. Wewill get these audited after pandemic position gets better.

SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Companies Act 2013and the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 theCompany has appointed Mr. Brij Kishore Sharma Partner M/s B K Sharma & Associates afirm of Company Secretaries in Practice to conduct Secretarial Audit of the Company. TheReport of the Secretarial Audit in Form MR-3 for the financial year ended March 31 2021is enclosed as Annexure V to this Report. There are no qualifications reservations oradverse remarks made by the Secretarial Auditor in his report.

Secretarial Compliance Report

In accordance with Regulation 24(A) of the Listing Regulations theCompany has engaged the services of Mr. Brij Kishore Sharma (CP No. 12636) PracticingCompany Secretary and Secretarial Auditor of the Company for providing this certificationand the same has been annexed as Annexure - VII to the Board's Report forming part of thisAnnual Report.

Cost Auditor

The Company is required to maintain cost records for certain productsas specified by the Central Government under sub-section (1) of Section 148 of the Actand accordingly such accounts and records are made and maintained in the prescribedmanner.

Pursuant to the provisions of Section 148 of the Companies Act 2013and as per the Companies (Cost Records and Audit) Rules 2014 and amendments thereof theBoard on the recommendation of the Audit Committee has approved the appointment of M/s.M. Goyal & Co. Cost Accountants as the Cost Auditors for the Company for thefinancial year ending March 31 2022 and the Company has received Consent from M/s. M.Goyal & Co. Cost Accountants to act as Cost Auditor for Conducting Audit of the CostRecords for the Financial Year 2021-22 along with a certificate confirming theirIndependence and Arm's Length Relationship.

The due date for filing the Cost Audit Report of the Company is within180 days from the end of the accounting year.

In accordance with the requirement pursuant to Section 148 of the Actyour Company carries out an annual audit of cost accounts. The Cost Audit Report and theCompliance Report of your Company for FY21 was filed with the Ministry of CorporateAffairs through Extensive Business Reporting Language (XBRL) by M/s M. Goyal & Co.Cost Accountants.

A proposal for ratification of remuneration of the Cost Auditor forfinancial year 2021-22 is to be placed before the shareholders at the ensuing 49thAnnual General Meeting.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGEEARNINGS AND OUTGO

The particulars as prescribed under sub-section (3)(m) of Section 134of the Companies Act 2013 read with Companies (Accounts) Rules 2014 relating toconservation of energy technology absorption foreign exchange earnings and outgo asrequired to be disclosed under 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 perregulation 22 of the Listing Regulations the Company has established Vigil Mechanism fordirectors and employees to report genuine concerns and made provisions for direct accessto the Chairperson 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 andmanagement is briefed on the risks in advance to enable the company to control riskthrough a properly defined plan. The areas of risk include- Liquidity risk Interest raterisk Credit risk Commodity price risk foreign currency fluctuation risk Market riskSalary risk Interest risk Investment risk Health Safety And Environment RisksPolitical Legal And Regulatory Risks fraud and cyber security and Other OperationalRisks etc. The Board is also periodically informed of the business risks and the actionstaken to manage them. The Company has formulated a policy for Risk management with thefollowing 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 riskmanagement

• Develop a "risk" culture that encourages all employeesto identify risks and associated opportunities and to respond to them with effectiveactions.

• Identify access and manage existing and new risks in a plannedand coordinated manner with minimum disruption and cost to protect and preserve Company'shuman physical and financial assets.

Fundamentals of our risk management system

The company has in place a code of conduct and high safety standards inplant operation to protect its employees and the environment. The company has institutedcontrol bodies which verify important business decisions. Organizational measures areundertaken to prevent the infringement of guidelines and laws.

Goals of risk management

At OMIL the risks are detected at their earliest possible andnecessary measures are taken to avoid economic and environmental damage. The company laysdue emphasis on avoidance of risks that threaten the company's continued existence.

Organizational responsibilities and tools

Regular risk analyses at the corporate level are conducted by OMIL'smanagement and by various departmental heads.

Specific risks pertaining to operating divisions and units arecontinually registered evaluated and monitored centrally. The Board of Directorsregularly receives reports on the risk situation of the company.

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

The Company 'Om Infra Limited' being engaged in infrastructuralbusiness is exempted from the provisions of Section 186 of the Companies Act 2013 relatedto a loan made guarantee given or security provided however particulars of Loans &guarantees given investments made and securities provided have been disclosed in thefinancial statements forming part of this Annual Report.

RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during thefinancial year were on an arm's length basis and were in the ordinary course of businessand approval of the Audit Committee Board of Directors & Shareholders was obtainedwherever required.

The particulars of contracts or arrangements with related partiesreferred to in Section 188(1) and applicable rules of the Companies Act 2013 in FormAOC-2 is provided as Annexure VI to this Annual Report.

There are no person(s) or entities forming part of thePromoter(s)/Promoter(s) Group which individually directly hold 10% or more shareholding inthe Company except T C Kothari & Family Trust which is holding 11.85% shareholding inthe Company.

Pursuant to Regulation 23(9) of the Listing Regulations your Companyhas filed half yearly report on Related Party Transactions with the Stock Exchanges forthe half year ended 30 September 2020 and March 31 2021.

The Policy on materiality of related party transactions and dealingwith related party transactions as approved by the Board may be accessed on the Company'swebsite at the link: http://www.ommetals.com/#/policies

The details of the related party transactions as per Indian AccountingStandards (IND AS) - 24 are set out in Standalone Financial Statements of the Company.

CORPORATE SOCIAL RESPONSIBILITY

The brief outline of the Corporate Social Responsibility (CSR) Policyof the Company and the initiatives undertaken by the Company on CSR activities during theyear and Annual Report on CSR Activities are set out in Annexure III of this Report. ThePolicy is available on the website of the Company on the following link:

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

The Composition of the Corporate Social Responsibility Committee aregiven below:

Name of Director Status
Mr. Gopi Raman Sharma Chairman*
Mrs. Saloni Kala Member
Mr. Vikas Kothari Member
Mr. Sunil Kothari Member

* Mrs. Saloni Kala ceased to be Chairman w.r.f 31.03.2021 and Mr. GopiRaman Sharma became Chairman w.e.f. 01.04.2021

Company Secretary of the Company shall act as the Secretary to theCorporate Social Responsibility Committee.

Further details regarding Corporate Social Responsibility Committee isare given in the Corporate Governance section of the Annual Report which forms part of theDirector's Report.

ANNUAL RETURN

In accordance with section 134(3)(a) and section 92(3) of the Act anAnnual Return as at 31 March 2021 in Form MGT7 is posted on website of the Company. AnnualReturn pursuant to applicable provisions of the Act is posted in section of investorscorporate governance on the Company's website or link https://www.ommetals.com/#/agm

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The information required under Section 197 of the Act read with rule5(1) 5(2) and 5(3) of the Companies (Appointment and Remuneration of managerialPersonnel) Rules 2014 are given in ANNEXURE IVB forming part of this report.

The Company does not have scheme or provision of money for the purchaseof its own shares by employees/directors or by trustees for the benefit ofemployees/directors.

List of top ten employees in termsof remuneration drawnisalsogiven in ANNEXUREIV B

The Company has complied with the applicable provisions of theSecretarial Standards issued by the Institute of Company Secretaries of India with respectto general and Board meetings.

POWER OF ATTORNEY HOLDERS

For the implementation and effective execution of the Projects andvarious Laws as applicable to the Company the Board of Directors entrusted the followingHOD's with responsibility via Power of Attorney granted to them and these are directlyresponsible for compliances:

S. Name Of HOD/ Authorized Person No. Division/ Department/ Project
1. Mr. Deepak Jain/Rakesh Tewari Human Resources
2. Mr. Kunti Lal Jain Income Tax
3. Mr. Sunil Kumar Jain Banking (debt raising only)
4. Mr. D.S. Rawat- Sr manager Finance and audit TDS GST Finance & Audit
5. Mr. V.K. Gupta - GM Finance Goods and Service Tax/ EPCG /Custom duty
6. Mr. Vijay Kumar nama Ujjain Project
7. Mr. Manish sood Gujarat SSNL Project
8. Mr. A Gogia Kopili Project
9. Mr. Padam Jain Om Realty Division
10. Mr. J V Sarkar Vyasi Project
11. Mr. Sanjay data Om Pack Division
12. Mr. Anand Ramnathan Ghana
13. Mr. Rahul Tripathi Rwanda
14. Mr. Sarvananan D Kundatamilnadu
15. Mr. Swarup Ghosh Arun-3Nepal
16. Mr. Farukh Rampur
17. Mr. Robin Krishna Hotel Om Tower
18. Mr. Raju Lal sharma Amravati
19. Mr. A K Roy Kameng Site
20. Mr. Mukesh Kaushik Sale TaxVat and GST Commercial Tax purpose
21. Mr. Vivek Gupta Shapurkhandi Punjab
22. Mr. Ashok Upadhyaya Isarda

PERSONNEL

The Labour Management relation has been cordial during the year underreview.

HUMAN RESOURCES MANAGEMENT

Our professionals are our most important assets. We are committed tohiring and retaining the best talent and being among the industry's leading employers. Forthis we focus on promoting a collaborative transparent and participative organizationculture and rewarding merit and sustained high performance. Our human resource managementfocuses on allowing our employees to develop their skills grow in their career andnavigate their next.

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

In Compliance with the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013 your Company has constituted an'Internal Complaints Committee' ('Committee'). No complaint has been received during theYear ended 31st March 2021 in this regard.

The Company has in place a Policy for Prevention of Sexual Harassmentat Workplace as per requirement of the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013. Internal Complaint Committee has beenset up to redress the complaints received regarding sexual harassment. All employees(permanent contractual temporary trainees) are covered under this policy. The followingis the Summary of Sexual Harassment complaints received during the year ended 31st March2021 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 the people working for and on behalf of your Company visitors to thepremises of the Company and the communities we operate in is an integral part ofbusiness. We have taken several conscious efforts to inculcate a safer environment withinplace of work.There is a strong focus on safety with adequate thrust on employees' safety.

The Company has been achieving continuous improvement in safetyperformance through a combination of systems and processes as well as co-operation andsupport of all employees.

LISTING

The Equity Shares of the Company continue to remain listed with theNational Stock Exchange of India (NSE) and Bombay Stock Exchange (BSE). The listing feesof the exchanges for the financial year 2021-22 have been paid.

CREDIT RATING

During the year under review CARE has downgraded your Company's creditratings as below:

FACILITY RATING
Long term Bank Facilities CARE BBB-; Stable (Triple B Minus; Outlook: Stable)
Long term/Short term Bank Facilities CARE BBB-; Stable/ CARE A3 (Triple B Minus; Outlook: Stable/ A Three)

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In terms of provisions of Regulation 34(2)(e) of Securities andExchange Board of India (Listing Obligations and Disclosure) Regulations 2015 theManagement Discussion and Analysis is presented in a separate section forming part of theAnnual Report.

It provides details about the overall industry structure global anddomestic economic scenarios developments in business operations/ performance of theCompany's various businesses viz. decorative business international operationsindustrial and home improvement business internal controls and their adequacy riskmanagement systems and other material developments during the financial year 2020-21.

DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITHREFERENCE TO THE FINANCIAL STATEMENTS

The Company has Internal Financial Controls which are adequate and wereoperating effectively. The controls are adequate for ensuring the orderly and efficientConduct of the Business including adherence to the Company's policies the safeguardingof assets the prevention and detection of Fraud and errors the accuracy and completenessof accounting Records and timely preparation of reliable financial information.

The Audit Committee regularly reviews the adequacy and effectiveness ofthe internal controls and internal audit function.

BUSINESS RESPONSIBILITY REPORT

Regulation 34(2) of the Listing Regulations provides that the AnnualReport of the Top 1000 listed entities based on market capitalization (calculated as onMarch 31 of every financial year) shall include a Business Responsibility Report("BRR"). Since your Company does not feature in the Top 1000 listed entities asper market capitalization as on March 31 2021 the Business Responsibility Report for thefinancial year 2020-2021 does not form a part of the Annual Report.

CORPORATE GOVERNANCE

The Company has been following principles of Good Corporate GovernancePractices over the years. Your Company has complied with the Corporate Governance Code asstipulated under the Listing Regulations. In Compliance with Regulation 34 of the ListingRegulations a separate section on Corporate Governance along with certificate from BKSharma and Associates Practicing Company Secretaries confirming compliance forms part ofthe Annual Report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant material orders passed by theregulators/courts/tribunals which would impact the going concern status of the Company andits future operations. The income tax raid / investigation conducted in July 2020 is underappraisal and the proceedings are in progress.

DEPOSITS

During the Year under review your company has not accepted anyDeposits within the meaning of Section 73 and 74 of Companies Act 2013 read with theCompanies (Acceptance of Deposits) Rule 2014 and as such no amount of principle orinterest was outstanding as of the Balance Sheet date.

The Company has received an unsecured Loan of Rs. 307 Lacs from Mr.Sunil Kothari Director of the Company during the Financial Year 2020-21 and Mr. SunilKothari has submitted a declaration in writing that the amount is not being given out offunds gathered or collected by borrowing or accepting loans or deposits from others andhence the Loan received is not treated as deposit under Section 73 and 74 of CompaniesAct 2013 read with the Companies (Acceptance of Deposits) Rule 2014.

ACKNOWLEDGEMENTS

Your Directors deeply appreciate the valuable co-operation andcontinued support extended by the Company's Bankers Financial Institutions Governmentagencies Collaborators Stockiest Dealers Business Associates and also thecontribution of all employees to the Company.

The Directors mourn the loss of life due to COVID-19 pandemic and aredeeply grateful and have immense respect for every person who risked their life and safetyto fight this pandemic.

The Directors appreciate and value the contribution made by everymember of the Om family.

On Behalf of the Board of Directors
Date: 30th June 2021
Place: Delhi Dharam Prakash Kothari Vikas Kothari
(Chairman) (Managing Director & CEO)
DIN:00035298 DIN:00223868

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