Omaxe Ltd


BSE: 532880 | NSE: OMAXE | ISIN: INE800H01010 
Market Cap: [Rs.Cr.] 2,427 | Face Value: [Rs.] 10
Industry: Construction

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Director's Report

Directors

DEAR MEMBERS,

Your Directors have pleasure in presenting the Twenty Fourth Annual Report togetherwith the Audited Accounts of the Company for the financial year ended March 31, 2013.

FINANCIAL HIGHLIGHTS

A brief overview on Consolidated and Stand-Alone Financial Performance for thefinancial year ended March 31, 2013 are as follows:

A CONSOLIDATED FINANCIAL PERFORMANCE

(Rs. in Mio)

Particulars 31.03.2013 31.03.2012
Gross Revenue 20998.49 18711.55
Profit before Interest, depreciation, exceptional items & tax 2560.60 2570.49
Less: Interest 1263.86 1318.62
Less: Depreciation 74.53 58.11
Profit before exceptional items and tax 1222.21 1193.76
Add: Exceptional Items 25.00 -
Less: Provision for tax 190.23 289.79
Profit after tax 1056.98 903.97
Less: Minority Adjustment 0.19 0.13
Profit after tax after minority adjustment 1056.79 903.84
Add: Profit brought forward from last year 7538.29 6734.26
Add: Adjustments (0.25) 0.19
Profit available for appropriation 8594.83 7638.29
Appropriations
Less: Transferred to General Reserves 101.00 100.00
Less: Proposed equity dividend 121.50 -
Less: Tax on distribution of proposed equity dividend 20.65 -
Balance Carried to Balance Sheet 8351.68 7538.29

B STAND-ALONE FINANCIAL PERFORMANCE

(Rs. in Mio)

Particulars 31.03.2013 31.03.2012
Gross Revenue 13610.73 13488.93
Profit before Interest, depreciation, exceptional items & tax 1958.45 2100.70
Less: Interest 1235.06 1281.26
Less: Depreciation 62.90 48.57
Profit before exceptional items & Tax 660.49 770.87
Add: Exceptional items 250.00 -
Less: Provision for tax 52.02 141.90
Profit after Tax 858.47 628.97
Add : Profit brought forward from last year 5056.23 4527.26
Profit available for appropriation 5914.70 5156.23
Appropriations
Less: Transferred to General Reserves 100.00 100.00
Less: Proposed equity dividend 121.50 -
Less: Tax on distribution of proposed equity dividend 20.65 -
Balance Carried to Balance Sheet 5672.55 5056.23

DIVIDEND

Your Directors are pleased to recommend a dividend of Rs. 0.70 per equity share (7%) onthe paid up equity share capital of the Company for the Financial Year 2012-13 amountingto Rs. 121.50 mio for approval of the Members.

OPERATIONS

Your Company’s consolidated revenue grew up by more than 12% during the year. Onconsolidated basis, your Company registered revenue of Rs. 20988.49 mio, whereas theProfit before Tax and Net Profit stood at Rs. 1247.21 mio and Rs. 1056.79 miorespectively. On standalone basis, the Company registered revenue of Rs. 13610.73 mio,whereas the Profit before Tax and Net Profit stood at Rs. 910.49 mio and Rs. 858.47 miorespectively.

Your Company, started 25 years back, today stands firm with 41 projects underdevelopment and a Net worth of Rs. 18586 mio. Your Company is present across 9 statesacross 30 cities, predominantly across north and central India. It is involved indeveloping Integrated Townships, Hi-Tech Townships, Group Housing projects, ShoppingMalls, Office Spaces, SCOs and Hotel projects.

During the Financial Year 2012-13, your Company launched several new residential andcommercial projects in cities like Indore, Bahadurgarh, Bhiwadi, Ludhiana, Yamuna Nagar,Faridabad, Greater Noida, New Chandigarh, Jaipur and Sonepat etc. Your Company launchedone of its largest residential project titled Omaxe Royal Residency at Lucknow – aGroup Housing project. In the commercial segment, your Company launched its project named‘India Trade Centre’ at Greater Noida.

OUTLOOK

With a widespread geographical coverage, a wide range of offerings across the entirereal estate value chain, a healthy pipeline of inventory at various stages of development,an impressive land bank, all these put your Company in a position of promising futuregrowth potential. Your Company is well placed to maximize from emerging socio-economictrends of rapid urbanizations, emergence of smaller cities as new centres of futureeconomic growth, a rapid shift towards nuclear families and aspirations of an enhancedlifestyle.

MINIMUM PUBLIC SHAREHOLDING

The Company’s public shareholding as on 31st March 2013 was 10.86% and for thepurpose of compliance of “Minimum Public Shareholding” norms of the Securitiesand Exchange Board of India (SEBI), the Company was required to raise its publicshareholding to at least 25%. Accordingly, the promoter companies conducted an Offer forSale (OFS)on 21st May 2013 and 33,98,385 shares (constituting 1.96% of the total paid upequity share capital of the Company) were allocated to the successful bidders. Thereby thepublic shareholding of the Company increased to 12.81%. Company is exploring suitableoptions for further raising the public shareholding of the Company to 25% to comply withthe “Minimum Public Shareholding” norms of the SEBI.

PUBLIC DEPOSITS

During the year, the Company has launched Fixed Deposit Scheme in compliance with theprovisions of Section 58A, 58AA and other relevant provisions of the Companies Act, 1956and Rules made thereunder. Under this scheme, the Company pays the annualized yield ofupto 15.07% with the minimum investment of Rs. 25,000. The minimum tenure under the schemeis six months and the maximum tenure is three years.

As on 31st March 2013, your Company has Fixed Deposits to the tune of Rs. 32.95 Croreswhich includes 9 cases of unclaimed deposits amounting to Rs. 5.71 Lacs. Periodicalreminders are being sent to the Deposit holders whose deposits are matured but remainunclaimed.

AUDIT COMMITTEE

The Audit Committee has been constituted in terms of Section 292A of the Companies Act,1956 read with Clause 49 of the Listing Agreement. It consists of four members namely Mr.Devi Dayal, Independent Director, Mr. Padmanabh Pundrikray Vora, Independent Director, Dr.Prem Singh Rana, Independent Director and Mr. Rohtas Goel, Chairman and Managing Directorof the Company. Mr. Devi Dayal, Independent Director is the Chairman of the AuditCommittee. All members of the Audit Committee possess sufficient knowledge and experiencein the field of Finance and Accounts.

AUDITORS

The Auditors, M/s Doogar & Associates, Registration No. 000561N, CharteredAccountants, hold office until the conclusion of the forthcoming Annual General Meetingand offer themselves for reappointment. Certificate from the Auditors has been received tothe effect that their re-appointment, if made, would be within the limits prescribed underSection 224(1B) of the Companies Act, 1956. Further, the Company has also received a copyof Peer Review Certificate issued by the Institute of Chartered Accountant of India to theAuditors and declaration from the Auditors that they are not disqualified for suchappointment/ reappointment within the meaning of Section 226 of the said Act.

The Board recommends the re-appointment of M/s Doogar & Associates, CharteredAccountants as the Statutory Auditors of the Company to hold office upto the conclusion ofthe next Annual General Meeting of the Company.

AUDITOR’S REPORT

The Notes on accounts and observations of the Auditors in their report on the Accountsof the Company are self-explanatory. However, your directors have following comments onthe observations in the Auditor’s Report and recommendations of the Audit Committee:-

Except for delays, in some cases in depositing statutory dues on account of clericalreconciliations, there are no arrears outstanding at the end of the financial year2012-13. Further, there are certain dues of Sales Tax, Service Tax and Income Tax, whichhas not been deposited on account of dispute, will be settled as per the resolution ofdispute.

COST COMPLIANCE CERTIFICATE

The Company has obtained Cost Compliance Certificate from M/s S.K Bhatt &Associates, Cost Accountants for the Financial Year 2011-12 as per the provisions ofCompanies (Cost Accounting Record) Rules, 2011 and the Cost Compliance Certificate for theFinancial Year 2012-13 shall be obtained by the Company in due course.

INTERNAL CONTROL SYSTEMS

The Company has in-house Internal Audit Department. Internal Control System of theCompany has been devised through its extensive experience that ensures control overvarious functions of its business. The Company practises Quality Management System forDesign, Planning, Construction and Marketing. Periodic audits conducted by InternalAuditors and Statutory Auditors provide means whereby any weakness, whether financial orotherwise, is identified and rectified in time.

SUBSIDIARY COMPANIES

The Company has 94 subsidiaries as on March 31, 2013. List of Subsidiaries which havebeen consolidated at the year end is given in the Notes to Accounts.

During the year, your Company has acquired all the equity shares including superiorequity shares and class equity shares of M/s Omaxe Azorim Developers Private Limited fromAzorim International Holdings Limited and thereby the Company gave a complete exit toAzorim International Holdings Limited from the projects “The Forest” and“The Hills-II” situated at Faridabad, Haryana. Further details is stated in thenotes to the consolidated financial statements.

Further, the shares of subsidiary company M/s Omaxe Infrastructure and ConstructionLimited were sold to M/s Reacon Engineers (India) Private Limited during the year andthereby this company ceased to be a subsidiary of the Company. Further details is statedin the notes to the consolidated financial statements.

Further, consequent to the acquisition by M/s Rohtas Holdings (Gulf) Limited (100%subsidiary of the Company) of entire equity share capital on 24th January 2013 andrelevant approvals thereto on 3rd March 2013, M/s Marine Sands Limited, a special purposevehicle for project in Dubai has become a step down subsidiary of the Company. Apart fromthe above another step down subsidiary M/s Golden Crescent Red and General Trading Limitedwas de-registered on 22nd May 2013. Further detail regarding these companies is stated inthe notes to the consolidated financial statement.

ACCOUNTS OF SUBSIDIARY COMPANIES

Pursuant to Accounting Standard AS-21 on Consolidated Financial Statements read withAS-27 on Financial Reporting of Interest in Joint Ventures issued by the Institute ofChartered Accountants of India and Listing Agreement as prescribed by Securities andExchange Board of India (SEBI), Consolidated Financial Statements, which includes thefinancial information of the subsidiaries, are enclosed and forms part of this AnnualReport.

As per the General Circular No. 2/2011 dated February 8, 2011 issued by the Ministry ofCorporate Affairs, the balance sheets of the subsidiary companies have not been attachedto the Annual Report. However, the information regarding Capital, Reserves, Total Assets,Total Liabilities, Details of Investment (except in case of Investment in theSubsidiaries), Turnover, Profit before taxation, Provision for taxation, Profit aftertaxation and Proposed Dividend for each subsidiary including subsidiaries of subsidiaryhas been disclosed in the Consolidated Balance Sheet of the Company.

Further, the Annual Accounts of the subsidiary companies and the related detailedinformation will be made available to the shareholders of the holding and subsidiarycompanies seeking such information at any point of time and the Annual Accounts of thesubsidiary companies will also be kept for inspection by any member in the head office ofthe holding company and of the subsidiary companies concerned. The Company will furnish ahard copy of details of accounts of subsidiaries to any shareholder on demand. Further,the annual accounts for the financial year 2012-13 of all the subsidiary companies areavailable on the website of the company ie., www.omaxe.com

EMPLOYEES STOCK OPTION PLANS

The Company has two ESOP schemes viz. Omaxe ESOP Plan Alpha and Omaxe ESOP PlanBeta-2007. However, as all the options under Omaxe ESOP Plan Alpha since been lapsed, thisplan is no more in existence.

The details of ESOP Plan Beta - 2007 are as under:

OMAXE ESOP PLAN BETA-2007

The Company had adopted Omaxe ESOP Plan Beta-2007 pursuant to the special resolutionpassed in the Annual General Meeting held on September 27, 2007.

Pursuant to the requirements of the SEBI (ESOS and ESPS) Guidelines, 1999, given beloware the requisite disclosures:

Options granted

No options have been granted till date.

(Previous Year - No options have been granted till date.)

Pricing formula

No options have been granted till date under this scheme. However, the pricing formulawould be as per the SEBI guidelines as at the time of grant of options.

(Previous Year- No options have been granted till date under this scheme. However, thepricing formula would be as per the SEBI guidelines as at the time of grant of options.)

Options vested

No options have vested till date under the above mentioned Scheme.

(Previous Year - No options have vested till date under the above mentioned Scheme.)

Options exercised

No options have been exercised till date in the above mentioned Scheme.

(Previous Year - No options have been exercised till date in the above mentionedScheme.)

Total number of shares arising due to exercise of options

No options have been grated till date and hence, no shares would arise due to exerciseof options.

(Previous Year - No options have been grated till date and hence, no shares would arisedue to exercise of options.)

Options lapsed

No options have lapsed till date as per the grant and vesting schedule of the Scheme.

(Previous Year - No options have lapsed till date as per the grant and vesting scheduleof the Scheme.)

Variation of terms of options

No variation has been made to the terms of the scheme.

(Previous Year - No variation has been made to the terms of the scheme.)

Money realized by exercise of options

No money has been realized till date, as no Options have been exercised till date.

(Previous Year - No money has been realized till date, as no Options have beenexercised till date.)

Total number of options in force

No option is in force under the scheme mentioned above.

(Previous Year - No option is in force under the scheme mentioned above.)

Employee wise details of options granted to:

Senior managerial personnel

Nil

(Previous Year- Nil)

Any other employee with grant greater than 5% of total

Options

Nil

(Previous Year- Nil)

Employees getting options more than 1% of issued capital

No employee of the Company has been awarded more than or equal to 1% of the issuedcapital (excluding outstanding warrants and conversions) of the Company at the time of thegrant.

(Previous Year - No employee of the Company has been awarded more than or equal to 1%of the issued capital (excluding outstanding warrants and conversions) of the Company atthe time of the grant.)

Diluted Earnings per Share

There has been no grant under this scheme and hence there is no impact on EPS.

(Previous Year - There has been no grant under this scheme and hence there is no impacton EPS.)

Exercise price and fair option value

Not applicable.

(Previous Year - Not applicable.)

Employee Compensation Cost

The employee compensation cost will be calculated as difference between the fair valueof the shares and exercise price of the option. However the difference between theemployee compensation cost so computed and the employee compensation cost that shall havebeen recognised if it had used the fair value of the options, shall be disclosed. Theimpact of this difference on profits and on EPS of the company shall also be disclosed.

Since there are no options in force, the employee compensation cost is Nil.

(Previous Year- The employee compensation cost will be calculated as difference betweenthe fair market value of the shares and exercise price of the option)

Weighted average exercise price and fair value of options

Nil

(Previous Year – Nil)

Expected life

Expected life of options granted to the employees is ten (10) years. This is based onvarious schemes launched by various organizations in the country.

(Previous Year - Expected life of options granted to the employees is ten (10) years.This is based on various schemes launched by various organizations in the country.)

DIRECTORATE

In accordance with the provisions Section 255 and Section 256 of the Companies Act,1956 and Articles of Association of the Company Mr. Sunil Goel, Joint Managing Directorand Mr. Padmanabh Pundrikray Vora, Director of the Company who retire by rotation, at theensuing Annual General Meeting and, being eligible, offer themselves for re-appointment.

Further, Mr. Rohtas Goel, Chairman and Managing Director and Mr. Sunil Goel, JointManaging Director of the Company were re-appointed for a further period of 5 years w.e.f.1st April, 2013 by the Board at its meeting held on 28th March, 2013. This reappointmentis subject to the approval of the shareholders of the Company and has been included in thenotice for the approval of the shareholders in the forthcoming Annual General Meeting.

Brief resume of the Directors proposed to be reappointed, nature of their expertise inspecific functional areas and names of the companies in which they hold directorship andmembership/ chairmanship of Committees of the Board, as stipulated under Clause 49 of theListing Agreement with the Stock Exchanges are provided in the Corporate Governance Reportforming part of the Annual Report.

The Board recommends their appointment/ reappointment.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the requirement under section 217(2AA) of the Companies Act, 1956, withrespect to Directors’ Responsibility Statement, it is hereby confirmed that:

(i) In the preparation of the annual accounts for the financial year ended March 31,2013, the applicable accounting standards have been followed and there are no materialdepartures;

(ii) The Directors had selected such accounting policies and applied them consistentlyand made judgements and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company as on March 31, 2013 and of the profit ofthe Company for the year ended on that date;

(iii) The Directors had taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act, 1956for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities; and

(iv) The Directors had prepared the annual accounts of the Company for the financialyear ended March 31, 2013 on a ‘going concern’ basis.

PARTICULARS OF EMPLOYEES

As required by the provisions of Section 217(2A) of the Companies Act, 1956 read withthe Companies (Particular of Employees) Rules, 1975 as amended, the names and otherparticular of the Employees are set out in Annexure I.

CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT/ TECHNOLOGY ABSORPTION/ FOREIGNEXCHANGE EARNING AND OUTGO

The information required pursuant to Section 217 (1)(e) of the Companies Act, 1956,read with Companies (Disclosure of particulars in the Report of Board of Directors) Rules,1988 pertaining to Conservation of Energy, Research & Development, TechnologyAbsorption are not applicable to the Company.

The earning in foreign currency is Rs. 1.97 mio during the current year as against Rs.6.67 mio earning in previous year and expenditure in foreign currency is Rs. 3.12 mioduring the current year as compared to Rs. 3.65 mio in the previous year.

INVESTOR RELATIONS

Investor Relations have been cordial during the year. As per the Circular No.CIR/OIAE/2/2011 dated June 3, 2011 issued by the Securities and Exchange Board of India,Company is timely redressing the Investor Complaints through the SEBI complaints RedressSystem (SCORES). As a part of compliance, the Company has an Investor Grievance Committeeto redress the issues relating to investors. It consists of two members namely Lt. Gen.(Retd.) Bhopinder Singh, Independent Director and Mr. Rohtas Goel, Chairman and ManagingDirector of the Company. Lt. Gen. (Retd.) Bhopinder Singh, Independent Director is theChairman of the Investor Grievance Committee. The details of this Committee are providedin the Corporate Governance Report forming part of the Annual Report.

LISTING

The equity shares continue to be listed on the BSE Ltd (Bombay Stock Exchange) and theNational Stock Exchange of India Ltd. (NSE). Both these Stock Exchanges have nationwideterminals and therefore, shareholders/investors are not facing any difficulty in tradingthe shares of the Company from any part of the Country. The Company has paid annuallisting fees for the financial year 2013-14 to the BSE Ltd. and the National StockExchange of India Ltd. and annual custody fees to National Securities Depository Limitedand Central Depository Services (India) Limited.

REPORT ON CORPORATE GOVERNANCE

The Directors adhere to the requirements set out by the Securities and Exchange Boardof India’s Corporate Governance practices and have implemented all the stipulationsprescribed. Secretarial compliances, reporting, intimations etc. under the Companies Act,1956, listing agreement(s) and other applicable laws, rules and regulations are noted inthe Board/ Committee Meetings from time to time. The Company has implemented several bestcorporate governance practices as prevalent globally.

The Report on Corporate Governance as stipulated under Clause 49 of the ListingAgreement forms part of this Report.

The requisite Certificate from the Statutory Auditors of the Company, M/s Doogar &Associates, Chartered Accountants, confirming compliance with the conditions of CorporateGovernance as stipulated under the aforesaid Clause 49, is attached and forms part of theReport.

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Report as required under Clause 49 of theListing Agreement with the Stock Exchanges forms part of this Report.

ACKNOWLEDGEMENT

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

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

CAUTIONARY STATEMENT

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

For and on behalf of the Board
For Omaxe Limited
Sd/-
Place: New Delhi Rohtas Goel
Date: 30th May 2013 Chairman and Managing Director

Registered Office:

Omaxe House

7, LSC, Kalkaji

New Delhi-110019

Annexure I- to the Directors’ Report

STATEMENT OF PARTICULARS OF EMPLOYEES PURSUANT TO SECTION 217(2A) OF THE COMPANIES ACT,1956 READ WITH COMPANIES (PARTICULAR OF EMPLOYEES) RULES, 1975 Particulars of theemployes employed throughout the year and in receipt of remuneration aggregating not lessthan Rs. 60,00,000/- per annum. [Section 217 (2A)(a)(i)]

(Amount in Rs.)

S. No. Name Designation / Nature of Duties Age (Years) Remuneration (Rs.) Qualifications Experience (Years) Date of Commencement of employment The last employment held (Employer/ Designation)
1 Rohtas Goel* Chairman & Managing Director 51 3,60,00,000/- Diploma in Civil Engineering 26 11-04-1989 -
2 Sunil Goel** Joint Managing Director 50 1,32,00,000/- M.A. (Maths) 21 17-08-1992 Lecturer/ Sarswati Senior Secondary School
3 Jai Bhagwan Goel Whole Time Director 54 96,00,000/- AMIE 33 05-06-2006 D.D.A/ Civil Engineering
4 Daleep Moudgil President 53 61,40,000/- B.E. / B.Tech 32 15-11-2001 M/S Era Const. India Ltd.

* In addition to the above Mr. Rohtas Goel was paid/provided with a rent freeaccommodation (having rent Rs. 12,00,000/- p.a), insuranceof premium of Rs. 16,00,000/-,Commission of Rs. 1,00,00,000/- and royalty of Rs. 10,00,000/- during the fiscal 2012-13.

** In addition to above Mr. Sunil Goel was provided with a rent free accommodation(having rent of Rs. 12,00,000/- p.a.) during the fiscal 2012-13.

NOTES:

1) Remuneration includes salary, allowances and monetary value of perquisites of actualcost/ as per Income Tax Act / Rules (wherever applicable) and superannuation fund etc.

2) Mr. Rohtas Goel, Mr. Sunil Goel and Mr. Jai Bhagwan Goel are brothers. Further, Mr.Mohit Goel, Chief Executive Officer of the Company is a relative of Mr. Rohtas Goel, Mr.Sunil Goel and Mr. Jai Bhagwan Goel. However, Mr. Mohit Goel is not a Director of theCompany.

3) Nature of employment is contractual in case of Mr. Rohtas Goel, Mr. Sunil Goel andMr. Jai Bhagwan Goel. The terms and condition of their appointment are governed byCompany’s policies and rules.

4) There is no other employee who is in receipt of remuneration in terms of theprovisions of Section 217 (2A)(a)(ii) and Section 217 (2A)(a) (iii) of the Companies Act,1956 read with Companies (Particular of Employees) Rules, 1975.

For and on behalf of the Board
For Omaxe Limited
Sd/-
Place: New Delhi Rohtas Goel
Date: 30th May 2013 Chairman and Managing Director

Registered Office:

Omaxe House

7, LSC, Kalkaji

New Delhi-110019

   

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NBCC 5,583.00 21.24 4.95 0.00 23.8 26.7 0.00
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H D I L 3,624.35 13.23 0.35 6.60 5.6 8.7 0.34
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Sadbhav Engg. 3,115.44 21.55 3.25 11.19 4.1 9.0 0.76
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Futures & Options Quote

 
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Key Information

Key Executives:

Rohtas Goel , Chairman & Managing Director  

Sunil Goel , Joint Managing Director  

Jai Bhagwan Goel , Whole-time Director  

Padmanabh Pundarikray Vora , Director  


Company Head Office / Quarters:
Shop 19-B First Floor Sohna Rd,
Omaxe Celebration Mall,
Gurgaon,
Haryana-122001
Phone :
Fax :
E-mail :
sales@omaxe.com
vrr@omaxe.com
Web : http://www.omaxe.com
Registrars:
Link Intime India Pvt Ltd
Narang Tower
44 Community Centre
Naraina Ind Area
New Delhi-110028

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