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Updated:23 Sep, 2020, 15:51 PM IST

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-0.30 -1.80%

Updated:23 Sep, 2020, 16:01 PM IST

BOARD'S REPORT

Dear Members,

Your Directors have pleasure in presenting 43"1 Annual Report of your Company together with the Audited Financial Statement and the  Auditor's Report thereon for the financial year ended 3 s' March, 2015

State of Company's Affairs and Future Outlook

The strength of your Company lies in identification, execution and successful implementation of the projects in the infrastructure space. To strengthen the long–term projects and ensuring sustainable growth in assets and revenue, it is important for your Company to evaluate various opportunities in the different business verticals in which your Company operates. Your Company currently has several projects under implementation and continues to explore newer opportunities, both domestic and international. Your Board of Directors considers this to be in strategic interest of the Company and believe that this will greatly enhance the long–term shareholders' value. At present your Company operates in three business sectors– Heavy Engineering cum construction, Real Estate and Infrastructure Projects and is actively exploring some new opportunities for diversifying in Industrial manufacturing, Oil and Gas, packaging products, Food and Agri warehousing and other allied potential scalable industries.

The Company has reported a Profit before Tax (PBT) of Rs.3479 Lacs, as against Rs.4738 Lacs in the previous year.

DIVISIONAL ANALYSIS

ENGINEERING DIVISION

The Turnover of this division this year is Rs. 22345.55 Lacs and profit is Rs 2633.36 Lacs as against Turnover of Rs. 29247 Lacs & profit is Rs. 3502 Lakhs in the last year.

The Engineering Division focuses on turnkey engineering procurement and construction contracts for Hydro mechanical equipment for Hydro Power and Irrigation projects. The Company post qualification in civil work for dam will qualify for complete EPC for dam except EM package and shall address a larger share of hydro power project. This is a feat for diversifying in the civil construction space and the Company will not have to take recourse to civil companies for meeting PQ norms for bidding in civil space. The Company is now all geared up to encash the burgeoning opportunities in executing complete EPC contract in the space of H M components and civil structure. The projects in Hydro power space involve multifarious activities viz. civil construction, electromechanical component and Hydro mechanical equipments. The Company has executed over 60 Hydro– Mechanical turnkey projects in power and irrigation. Recently the Company has executed designing to commissioning of one of the world's largest vertical lift gates at Koldam Hydro electric project in Himachal Pradesh. The Company has also mobilized machinery and manpower on a treacherous, mountainous and difficult terrain for execution of the Uri Hydro electric Project at Baramula, Srinagar (8–9 Kms from Indo– Pak border). The company also doing EPC for road project and this will further increase the addressing area in infra space.

REAL ESTATE. HOTELS AND MULTIPLEX

The Turnover of this division this year is Rs. 1544 Lacs and profit is Rs.272 Lacs against Turnover of Rs.2149 Lacs & profit is Rs.324 Lacs in the last year.

There being a potential realizable value of Land Bank/developable/under development area in Company/subsidiary/step subsidiary. Recently The Company has four realty projects in Mumbai, Jaipur, Hyderabad and Kota.

Mumbai Project:

A redevelopment project of MH ADA in partnership under Om. Metals Consortium (OMC) where OMIL holds 17.5 % stake. Other developmental partners in the consortium are DB Realty Group , SPML Infra, Morya Housing, and Mahima developers. This multi–storied residential project is spread across 6 acres and entitled to FSI which translate into appx ~1.2 mil sqft(subjected to all Govt clearances ).A premium of additional FSI available shall be paid by OMC.

OMC has done a JV with DB realty for this project where DB realty would be incurring 100% cost for the development and transfer 50% of salable area (i.e. 0,6 mn sqft after transferring 0.2 rnn sqft in SRA scheme) to OMC. As per expected Realization (Rs 30000/sqft), OMIL for its 17.5% stake is expected to have a net post tax cash flow of Rs 3–4 bn over next 4–5 years from this project.

Jaipur Project: PALLACIA

This project is located at prime location in Jaipur and has a sellable built–up area of 6.3 lakh sqft with expected realization of TNR 10000–15000/ sqft. OMIL has invested INR 1.6 bn for land and development cost is expected to be Rs 2–2.5 bn. The company expects to generate Rs 7.0 bn of Revenue from this project over next 2–3 years, which translates into pretax profits of Rs 2–2.5 bn.

The project faced local hindrance and litigation in terms of its height etc. which Hon'ble supreme court of India in its order dated 19.3.2015 directed the appellant and JDA to withdraw all its cases against company. During FY 2014–15, OMIL, consolidated to book Rs 0.8 bn revenue from this project.

Hyderabad project:

OMDPL (A SPV of OMIL where OMIL has 40 % stake) entered into a JV with Mahindra Lifespace for a residential project in Hyderabad, Mahindra owns 80% of the built–up area rights in the 10–acre premium residential project called 'Ashvita', and OMDPL holds the rights to the

remaining area. The 20% share of built–up area under OMIL is 80000 sqft and expected realization is "4500/sqft. (INR 0.36 Bn). The project is catching good amount of attraction after rise of Telangana as a state and sale of units is very much satisfactory.

Road BOT project:

OMIL has a 49% stake in BOT road project (Jaipur to Bhilwara via Malpura, Kekri& Shahpura). The cost of the project is TNR 4.00 by with INR 2.6 bn debt and INR 0.85bn VGF grant from Govt. OMIL's Equity investment in the project is INR 0.7 bn and concession period is 22 years. As per current trend of toll collection of last 4 months, target annual toll collection of this project is –300 mn and is expected to reach to ~400 mn in upcoming years. The COD of the project has been achieved in December 2014 with some work left over which shall be completed in a month or so.

FUTURE OUTLOOK

Going ahead, the Company aims to further enhance its skill–sets, core strengths, capacity enhancement, Build a fleet of construction equipments to effectively and efficiently tackle even bigger and more complex projects in this niche space, within and outside India.

The Company plans to enter in the following new verticals

1. Agriculture / Food processing/ FMCG– Looking into major food parks

2. Ware housing and logistics

3. Oil and gas

4. Packaging and Manufacturing

5. EPC for Smart city and airports

The Company plans to

1. Enter Africa for Roads, Hydro, EPC, and Construction.

2. Enlarge global footprint through acquisitions and strategic Joint Ventures in the core business

3. Establish presence in varied structural steel design & fabrication works in bridges, large building constructions & heavy engineering works

4. Key & strategic real estate projects on very promising and vibrant locations

India has the second largest potential in the world both in Hydro–electric power and irrigation. The government of India plans of River linking project which signals to huge scope for Om metals kind of work.

CHANGES IN NATURE OF BUSINESS, IF ANY

There have been no changes in the business carried on by the company or its subsidiaries.

DIVIDENDS

During the year, your directors are pleased to recommend a final dividend of Re. 0.20 per equity share of face value of Re. 1/– which is provided for in the accounts absorbing a sum of Rs. 2a32,04,340/– including corporate dividend tax of Rs. 39,43,578/–.if approved by the members in the ensuing Annual General Meeting.

The dividend payout for the year under review is in accordance with the Company's policy of consistent dividend pay out keeping in view the Company's need for capital, its growth plans and the intent to finance such plans through internal accruals to the maximum,

TRANSFER TO RESERVES

The Board of Directors proposes to transfer Rs. 1,55,00,000/– to General Reserve out of the amount available for appropriation.

CHANGES IN SHARE CAPITAL, IF ANY ;

The paid up Equity Share Capital as on March 31, 2015 was Rs.9,63 Crore. During the year under review, the Company has not issued shares with differential voting rights nor granted Employee Stock Options or Sweat Equity Shares.

INFORMATION ABOUT SUBSIDIARIES/J V/ASSOCIATE COMPANY

There has been no material change in the nature of the business of the subsidiaries. Pursuant to provisions of Section 129(3).of the Act, a statement containing salient features of the financial statements of the Company's subsidiaries in Form AOC–1 is attached to the financial statements of the Company as Annexure II.

Pursuant to the provisions of section 136 of the Act, the financial statements of the Company, consolidated financial statements along with relevant documents and separate audited accounts in respect of subsidiaries, are available on the website of the Company.

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

OM METALS CONSORTIUM PRIVATE LIMITED – This 100% subsidiary Company is developing a high end residential project on a very prime parcel of 19000 sq. mt. land at Jaipur. It has hired your company as EPC Contractor for structure building under architectural leadership of Studio 18, a renowned architecture firm of USA. The construction after some legal hurdle is in progress and scheduled for completion with in 24 month. The company has sub contracted the entire structural work to M/s Shapoorji Palonji.

OM METALS REAL ESTATE PRIVATE LIMITED – This 100% subsidiary is holding stakes in different SPV's and different  subsidiaries for different projects in Hyderabad, Faridabad, and Jaipur. The development of all these projects is in some stages of clearances.

SKYWAVE IMPEX LIMITED – This 100% subsidiary is actively exploring agri and FMCG business.

PONDICHERRY PORT LIMITED – An SPV (Om metals has 50% stake) earmarked for the development of sea port in Pudducherry. After  the non clearance of the project we have moved for arbitration proceedings.

SANMATIINFRADEVELOPER PRIVATE LIMITED – This SPV wherein we own 25% stake along with other stake holders Subhash  Projects (25%) and Urban Infrastructure Trustees Ltd (UITL) (50%) is a holding company of Pondicherry SEZ Co. Ltd (PSEZCL). PSEZCL  owns a multi product SEZ in Pudduchery where 840 acre land has been acquired and balance 26 acre is pending. After the non clearance of this  project we have moved to court for legal proceedings.

BHILWARA JAIPUR TOLL ROAD PRIVATE LIMITED – This SPV where Om metals has 49% stake has done the development of the  212 km road project in Jaipur–Bhilwara Stretch on BOT basis and has already completed in December 2014 barring some extra work which  are going on and shall be completed by June 2015. Om Metals is doing the entire EPC for this road project.

OM METALS–SPML INFRAPROJECTS PRIVATE LIMITED – A 457 Cr Kalisindh Dam project in a SPV created with SPML infra on  50:50 basis is complete with some final leg work going on. Om Metals had been executing EPC contract for major work.

GURHA THERMAL POWER COMPANY LIMITED – This company as a 50% JV of Om Metals has a lignite based thermal project in  Rajasthan. Some document formalities are pending from RRVNL (Rajasthan Rajya Vidyut Nig am Ltd.) which is keeping financial closure of  the project on hold.

OM GAIMA PROJECTS PRIVATE LIMITED – This JV created with Spanian Company has no more business to do and we have  processed to close this company.

PARTNERSHIPS /.TV's:

OM METALS CONSORTIUM ( Partnership firm) – This prestigious partnership firm for development of SRA project in Bandra  Reclamation facing Bandra– Worli sea Link has completed the construction of the temporary transit camp .We have tied up with M/s Goregaon  Hotel Pvt Ltd , a group company of D B Realty for complete development of the project.

OM METALS SPML JV – This JV had bagged four projects from NHPC – Teesta HEP.Uri HEP, Chamera HEP and Parbati HEP and all of  these projects have almost been completed.

OM METALS –JSC JV – This JV has been executing Kameng HEP and the project is scheduled to complete by next year.

OM METALS –SPML JOINT VENTURE – This J V has bagged the kutch dam project from Sardar Sarovar Nigam Ltd and the execution  of this project has started.

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

SPML – OM METALS JV – This JV has submitted the bid for development of smart infrastructure in Vikram Udyogpuri at Ujjain.

SEW OM METALS J V – This JV has almost completed Sripad Sagar project in Andhra Pradesh.  Subsidiaries/Associates of Om Metals Real Estates Private Limited (Wholly owned subsidiary of the Company ):

OM METALS RATNAKAR PRIVATE LIMITED – This Company has 9467 sq ft office space in Prime and aesthetic NBCC plaza, Delhi  purchased in this 100% subsidiary to house the entire corporate and business development affairs of the Group, is fully functional and  contributing to expansion and diversification of the company in high potential areas.

OM METALS INFOTECH PRIVATE LIMITED – This Company has industrial land in Jaipur and we are exploring/expanding our work  shop /fabrication facilities in a move to capacity addition for our upcoming projects.

OM AUTOMOTORS PRIVATE LIMITED – This Company has acquired office space at Jaipur. And the Jaipur related business activities  are being handled from this office.

OM KOTHARI HOTELS PRIVATE LIMITED – During the last year the company purchased a plot for construction of flats. The  construction of this project "Om Eternity" is going on and some units has already been sold.

OM METALS DEVELOPRS PRIVATE LIMITED – OMDPL (A SPV of OMIL where OMIL has 40 % stake) entered into a JV with  Mahindra Lifespace for a residential project in Hyderabad. Mahindra owns 80% of the built–up area rights in the 10–acre premium residential  project called 'Ashvita', and OMDPL holds the rights to the remaining area. The 20% share of built–up area under OMIL is 80000 sqft and  expected realization is "4500/sq.ft.(0.36 Bn INR). The project is almost at completion stage and sale of units are progressing very satisfactorily.

OM HYDROMECH PRIVATE LIMITED – 3000 sq. mt. land in NCR near Delhi–Faridabad border has been bought from NKP Holding  Private ltd. The land is suitable for corporate park and is presently being explored for setting up a factory for packaging product.

MAYURA CAPITAL ADVISORS PRIVATE LIMITED – This Company has Basement unit in Saket New Delhi for extended office  purpose.

OM SENSATION PROPERTIES PRIVATE LIMITED – This Company owns agricultural land in Andhra Pradesh and our ownership in  this company is 25%.

SANMATI BUILD CON PRIVATE LIMITED – JV for development of a hotel project 33 acre approx land is owned by this company in  Sohna dist Gurgaon (Haryana) and we own 33.33% in this company.

The Board of Directors of the Company has adopted the policy for the material subsidiaries, which is available on the website of the company  at http://www.ommetals.com/sites/default/files/Policy%20on%20Material%20Subsidiaries.pdf

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the Companies Act, 2013 ("the Act") and Accounting Standard (AS) – 21 on Consolidated Financial Statements read with  AS – 23 on Accounting for Investments in Associates and AS – 27 on Financial Reporting of Interests in Joint Ventures, the audited consolidated  financial statement is provided in the Annual Report.  Companies which became / ceased to be Company's Subsidiaries. Joint Ventures or Associate Companies:

1. Companies which have become subsidiaries during the financial year 2014–15: Skywaves Impex Limited

2. Companies which has ceased to be ajoint venture or associate during the financial year 2014–15: Om Metals Auto Private  Limited

MATERIAL CHANGES AND COMMITMENTS

No material changes and commitments affecting the financial position of the Company occurred between the ends of the financial year to which  these financial statements relate on the date of this report.

MEETINGS OF THE BOARD OF DIRECTORS

Nine meetings of the Board of Directors were held during the year, For further details, please refer to the corporate governance report, which  forms part of this report.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of (toe Companies Act, 2013 die Board of Directors of the Company confirms that–

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

(b) The directors had selected such accounting policies and applied them consistently and made judgments and estimates that are  reasonable and prudent so as to give a true and fair view of (he state of affairs of the company at the end of the financial year and  of the profit and loss of the company for that period;

(c) The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the  provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

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

(e) The directors, in the case of a listed company, had laid down internal financial controls to be followed by the company and that  such internal financial controls are adequate and were operating effectively.

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

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed  by the internal, statutory and secretarial auditors and external consultants and the reviews performed by management and the relevant board  committees, including the audit committee, the board is of the opinion that the Company's internal financial controls were adequate and effective  during the financial year 2014–15.

CONSERVATION OF ENERGY, TECHNOLOGY, ABSORPTION AND FOREIGN EXCHANGE OUTGO

The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be disclosed  under the Act, are provided in Annexure I to this Report

Mr. Sunil Kumar Jain, Chief Financial Officer of the company has been designated as key managerial personnel of the Company as required  by section 203 of the Companies Act, 2013.

Mr. Vikas Kothari was appointed as an Additional Director and Whole Time Director for the period of 3 years with effect from March 28, 2015.

Mr. Sunil Kothari retires by rotation at ensuing Annual General Meeting & being eligible has offered himself for re–appointment.

INDEPENDENT DIRECTORS AND DECLARATION

Mr. P. C. Jain, Mr. Sukmal Jain, and Mr. Devinder Gulati have been appointed as the independent directors of the Company as per Section  149(10) of the Companies Act, 2013 on 30/09/2014 for a term of 5 years.

Mrs. Ranjana Jain was also appointed as Independent Director of the Company on 28th March, 2015.  The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence  as prescribed both under Section 149 (7) of the Act and Clause 49 of the Listing Agreement.

BOARD EVALUATION

The Board of Directors has carried out an annual evaluation of its own performance, Board committees and individual directors pursu ant to the  provisions of the Act and the corporate governance requirements as prescribed by Securities and Exchange Board of India ("SEBI") under  Clause 49 of the Listing Agreements ("Clause 49"). The performance of the Board was evaluated by the Board after seeking inputs from all the  directors on the basis of the criteria such as the Board composition and structure, effectiveness of board processes, information and functioning,  etc. The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of the criteria  such as the composition of committees, effectiveness of committee meetings, etc.

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

Independent Directors in their seperate meeting reviewed & evaluated the performance of non–independent directors, board as a whole,

Managing Director & the Chairman taking into account the views of execu tive directors and non–executive directors & criteria laid down by the  nomination & remuneration committee.

The policy of the familiarisation programmes of Independent Directors are put up on the website of the Company at the link:  http://www.ommetals.com/sites/default/files/familiarisation%20programme.pdf

Terms of Reference:

a) To formulate a criteria for determining qualifications, positive attributes and independence of a Director.

b) Formulate criteria for evaluation of Independent Directors and the Board.

c) Identify persons who are qualified to become Directors and who may be appointed in Senior Management in accordance with the criteria  laid down in this policy.

d) To carry out evaluation of every Director's performance.

e) To recommend to the Board the appointment and removal of Directors and Senior Management.

f) To recommend to the Board policy relating to remuneration for Directors, Key Managerial Personnel and Senior Management.

g) Ensure that level and composition of remuneration is reasonable and sufficient, relationship of remuneration to performance is clear and  meets appropriate performance benchmarks.

h) To devise a policy on Board diversity.

i) To carry out any other function as is mandated by the Board from time to time and /or enforced by any statutory notification, amendment  or modification, as may be applicable.

j) To perform such other functions as may be necessary or appropriate for the performance of its duties.

Remuneration to Executive Directors:  

The remuneration paid to executive directors is recommended by the nomination and remuneration committee and approved by board in board meeting subject to the subsequent  approval of the shareholders at the general meeting and such other authorities as may be required the remuneration is decided after considering various factors such as qualification experience performance responsibilities shouldered. industry standards as well as financial position of the company.

Remuneration to Non Executive Directors:

The Non Executive Directors are paid remuneration by way of Sitting Fees. The Non Executive Directors are paid sitting fees for each meeting  of the company attended by them.

The policy under sub section (3) of section 178 of the Companies Act, 2013, adopted by board is appended as Annexure IV to the Board's  Report.

AUDITORS

At the Annual General Meeting held on September 30, 2014, M/s M.C. Bhandari& Co., Chartered Accountants, were appointed as Statutory  auditor bearing ICAI Registration No. 303002E, to hold the office till the conclusion of the Annual General Meeting to be held in the year 2017,  In terms of the first proviso to the Section 139 of the Companies Act 2013, the appointment of the auditors shall be placed for ratification at  ensuing Annual General Meeting.

AUDITORS' REPORT

The Auditors' Report to the members on the Accounts of the Company for the financial, year– ended March 31, 2015 does not contain any  qualification, reservations or adverse remarks. The Notes to the Accounts referred to in the Auditors Report are self explanatory and therefore  do not call for any further explanation.

SECRETARIAL AUDITOR

M/s JAKS and Associates, Company Secretaries were appointed to conduct the secretarial audit of the Company for the financial year 2014–  15 as required under the Companies Act, 2013 and rules made there under. The report does not contain any qualification, reservations or adverse  remarks. The Secretarial Audit report for FY 2014–15 forms part of the Annual Report as Annexure V to the Board's Report.

COST AUDITOR

M/s. M.Goyal & Co., Cost Accountants, were appointed as the Cost Auditor of the Company for the period ended March 31, 2015.

VIGIL MECHANISM ;

As per Section 177(9) and (10) of the Companies Act, 2013, and as per the Clause 49 of the Listing Agreement, the company has established

Vigil Mechanism for directors and employees to report genuine concerns and made provisions for direct access to the chairperson of the Audit  Committee. Company has formulated the present policy for establishing the vigil mechanism/ Whistle Blower Policy to safeguard the interest  of its stakeholders, Directors and employees, to freely communicate and address to the Company their genuine concerns in relation to any illegal  or unethical practice being carried out in the Company.

The said policy has been also put up on the Website of the Company at the following link  http://www.ommetals.com/sites/default/files/Vigil%20Mechnasim%20policy.pdf

RISK MANAGEMENT

The Board of the Company has formed a Risk Management Committee to frame, implement and monitor the risk management plan for the  Company. The committee is responsible for reviewing the risk management plan and ensuring its effectiveness. The audit committee has  additional oversight in the area of financial risks and controls. Major risks identified by the businesses and functions are systematically  addressed through mitigating actions on a continuing basis.

The development and implementation of risk management policy has been covered in the management discussion and analysis, which forms  part of Annual report.

LOANS, GUARANTEES AND INVESTMENTS '

The Company being engaged in the business of providing infrastructural facilities hence in terms of Section 186 (1 l)(a) the provisions of  Section 186 except sub–section (1) are not applicable to the Company.

RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were on an arm's length basis and. were in the ordinary course of  business and approval of the Board of Directors & shareholders was obtained wherever required. Further all the necessary details of transaction  entered with the related parties are attached herewith in Form No. AOC–2 for your kind perusal and information. (Annexure VII)

The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on  the Company's website at the link:  http://www.ommetalsxom/sites/default/files/Related%20Pitrty1! o2QPolicy.pdf

CORPORATE SOCIAL RESPONSIBILITY

The brief outline of the Corporate Social Responsibility (CSR) Policy of the Company and the initiatives undertaken by the Company on CSR  activities during the year and Annual Report on CSR Activities are set out in Annexure III of this Report. The policy is available on the website  of the Company.

EXTRACTS OF ANNUAL RETURN .

The Extract of Annual Return as required under section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and  Administration) Rules, 2014, in Form MGT–9 is annexed herewith for your kind perusal and information. (Annexure: VI)  C) The median remuneration of employees was Rs. 90000 in financial year 2014–15 and Rs. 86400 in financial year 2013–14. There  was increase 4.2% in MRE in financial year 2014–15 of as compared to financial year 2013–14.

D) Number of permanent employees on the rolls of Company was 255 employees as on 31.03.2015.

E) The total Turnover of the Company declined during the financial year 2014–15 as compared to financial year 2013–14 by 29.75 % and  the net profit declined by 24.06%. The decline in Turnover and Profit is due to the reason that new projects of the company were  at the initial stage and will generate the turnover and profits in coming years.

F) The aggregate remuneration of the employees was increased by 33.01 % over the previous financial year.

G) The increase in total remuneration of managing directors and whole–time directors and KMPs was 49.68% over the previous  financial year.

H) The total revenue decline by 29.75 % but the increase in remuneration is in line with the market trends.

K) The closing share price of the Company at BSE and NSE on 31st March, 2015 being Rs. 38.65/– and Rs.38.55/– respectively per  equity share of face value of Re. 1/– each has decreased since the last offer for sale made in the year 1995 (Offer Price was Rs. 50/– per  equity share of face value of Rs. 10/– each )

L) Average Salary increase of non–managerial employees was 5.37% and that of managerial employees 49.68% in financial year 2014–  15. The average % increase for managerial personnel is higher as their salaries were lower as compared to the benchmark data.

M) No Director received any variable component of remuneration in the financial year 2014–15.

N) None of the employees, who are not directors but receive remuneration in excess of the highest paid director during the year

O) Remuneration paid during the year ended 31st March, 2015 is as per the Remuneration Policy of the Company.

PERSONNEL '

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

Disclosure Under the Sexual Harassment of Women at Workplace (Prevention. Prohibition and Redressed)  Act. 2013

The Company has in place a Policy for Prevention of Sexual Harassment at Workplace as per requirement of the Sexual Harassment of Women  at Workplace (Prevention, Prohibition and Redressed) Act, 2013. Internal Complaint Committee has been set up to redress the complaints  received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. No Complaint  has been received during the year ended 31st March, 2015 in this regard.

LISTING

The Equity Shares of the Company continue to remain listed with the National Stock Exchange (NSE) and Bombay Stock Exchange (BSE). The  listing fees payable to the exchanges for the financial year 2014–15 have been paid.

EXTERNAL RATING

CARE has assigned ratings symbol of A minus & PR1 to company and company has accepted it.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement is presented  in a separate section forms part of the Annual Report.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has a well–defined Internal Control system which is adequate and commensurate with the size and nature of business. Clear roles,  responsibilities and authorities, coupled with internal information systems, ensure appropriate information flow to facilitate effective monitoring.

Adequate controls are established to achieve efficiency in operations, optimum utilization of resources and effective monitoring thereof and  compliance with applicable laws. An exhaustive programme of internal audits, including all Branches of the Company all over India, review by  management, and documented policies, guidelines and procedures, supplement the internal control system.

The Audit Committee regularly reviews the adequacy and effectiveness of the internal controls and internal audit function. No reportable  material weakness in the design or operation was observed.

CORPORATE GOVERNANCE

Your Company has been followings principles of good Corporate Governance Practices over the years. Your Company has complied with the  Corporate Governance Code as stipulated under the Listing Agreement with the Stock Exchanges. A separate section on Corporate Governance along with certificate from the Auditors confirming compliance is annexed forms part of the Annual Report.

Details of litigations pending or significant or material orders which were passed by the Regulators or Courts or Tribunals is  provided under Independent Auditor's Report

DEPOSITS

The company has not accepted any Fixed Deposits and, as such, no amount of principle or interest was outstanding as of the Balance Sheet date.

ACKNOWLEDGEMENTS

Your Directors deeply appreciate the valuable co–operation and continued support extended by the Company's Bankers, Financial Institutions,  Government agencies, Collaborators, Stockiest, Dealers, Business Associates, and also the contribution of all employees to the Company.

On Behalf of the Board of Directors

D. P. Kothari Sunil Kothari

Managing Director

DIN: 00200342

Jt. Managing Director

DIN:00220940

Date: 30th May, 2015

Place: Delhi

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