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Omaxe Ltd

BSE: 532880 | NSE: OMAXE ISIN: INE800H01010
Market Cap: [Rs.Cr.] 2,441.72 Face Value: [Rs.] 10
Industry: Construction

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Director's Report
Directors

DEAR MEMBERS,

Your Directors have pleasure in presenting the Twenty Fifth Annual Report together with the Audited Accounts of the Company for the financial year ended March 31, 2014.

FINANCIAL PERFORMANCE

A brief overview on Consolidated and Stand-Alone Financial Performance of your company for the financial year ended March 31, 2014 is as follows:

A CONSOLIDATED FINANCIAL PERFORMANCE

(Rs. in Mio)

Particulars 31.03.2014 31.03.2013
Gross Revenue 16534.51 20998.49
Profit before Interest, depreciation, exceptional items& tax 2559.85 2560.60
Less: Interest 1305.77 1263.86
Less: Depreciation 98.68 74.53
Profit before exceptional items and tax 1155.40 1222.21
Add: Exceptional Items - 25.00
Less: Provision for tax 369.28 190.23
Profit after tax 786.12 1056.98
Less: Minority Adjustment 0.92 0.19
Profit after tax after 785.20 1056.79
minority adjustment
Add: Profit brought forward from last year 8351.68 7538.29
Add: Adjustments - -0.25
Profit available for appropriation 9136.88 8594.83
Appropriations
Less: Proposed 0.31 -
Preference Dividend
Less: Tax on distribution of proposed preference dividend 0.05 -
Less: Transferred to General Reserves 110.00 101.00
Less: Proposed equity dividend 91.45 121.50
(Rs. in Mio)
Particulars 31.03.2014 31.03.2013
Less: Tax on distribution of proposed equity dividend 15.54 20.65
Balance Carried to 8919.53 8351.68
Balance Sheet

B STAND-ALONE FINANCIAL PERFORMANCE

(Rs. in Mio)
Particulars 31.03.2014 31.03.2013
Gross Revenue 12214.02 13610.73
Profit before Interest, depreciation, exceptional items& tax 2297.89 1958.45
Less: Interest 1367.84 1235.06
Less: Depreciation 86.14 62.90
Profit before exceptional items & Tax 843.91 660.49
Add: Exceptional items - 250.00
Less: Provision for tax 241.04 52.02
Profit after Tax 602.87 858.47
Add : Profit brought 5672.55 5056.23
forward from last year
Profit available for appropriation Appropriations 6275.42 5914.70
Less: Transferred to 100.00 100.00
General Reserves
Less: Proposed 0.31 -
Preference Dividend
Less: Tax on distribution of proposed preference dividend 0.05 -
Less: Proposed equity dividend 91.45 121.50
Less: Tax on distribution of proposed equity dividend 15.54 20.65
Less: Tax adjustment on distribution of equity dividend for earlier years 19.12 -
Balance Carried to Balance Sheet 6087.19 5672.55

DIVIDEND

I) PREFERENCE SHARES

The Board has recommended a dividend of 0.1% on 0.1% Non-Cumulative, Redeemable, Non-Convertible Preference Shares for the financial year ended March 31, 2014 on pro-rata basis amounting to Rs. 0.31 mio (approx.) for approval of the Members.

II) EQUITY SHARES

Your Directors are please to recommend a divided of Rs. 0.50 per equity shares (5%) on the paid up equity share capital of the Company for the Financial Year 2013-14 amounting to Rs. 91.45 mio for approval of the Members.

OPERATIONS

During the year under review, on consolidated basis, your Company registered gross revenue of Rs.16534.51 mio, whereas the Profit before Tax and Net Profit stood at Rs.1155.40 mio and Rs. 785.20 mio respectively. On standalone basis, the Company registered gross revenue of Rs.12,214.02 mio, whereas the Profit before Tax and Net Profit stood at Rs. 843.91 mio and Rs. 602.87 mio respectively. Inspite of Turnover and Net Profit being under stress due to slow markets and taxes, Profit Before Tax has improved by controlling over all costs.

Your Company has a wide range of real estate portfolio involving developments of Integrated Hi-Tech Townships, Group Housing projects, Shopping Malls, Office Spaces, SCOs and Hotel projects It has a wide geographical presence across northern and central India operating in 9 states across 30 cities. This ability of wide variety of product range and geographical spread meets the needs of various segments of the market effectively.

During the year under review, Your Company further strengthened its foot print across markets like Punjab, Uttar Pradesh, Haryana, Madhya Pradesh and Rajasthan etc. The focus of the Company, during the year, has been to complete the ongoing projects and fasten deliveries. Adding to the existing projects portfolio, your company had launched 18 new projects spread across Bhiwadi, Vrindavan, Greater Noida, Bahadurgarh, Ludhiana, Bhiwadi and Greater Noida , Low Rise Floors at Bahadurgarh to considerable positive response.

Overall, the year has been a year of consolidation, delivering a steady performance.

OUTLOOK

With the stable Government at centre and its focus on reviving the economy, your Company expects the overall sentiment in the markets to revive. Further with the focus of the new Government on Tier II and Tier III towns, your Company where it has a predominant presence, should be in a position to take advantage and deliver a consistent and stable performance.

INCREASE/RECLASSIFICATION IN AUTHORISED CAPITAL

During the year, the authorised share capital of the Company had been increased and reclassification from Rs. 360,00,00,000/-(Rupees Three Hundred Sixty Crores only) divided into 35,00,00,000 (Thirty-five Crores only) Equity Shares of Rs. 10/-(Rupees Ten only) each and 1,00,00,000 (One Crore only) Preference Shares of Rs. 10/- (Rupees Ten only) each to Rs. 560,00,00,000/- (Rupees Five Hundred Sixty Crores only) divided into 21,00,00,000 (Twenty One Crores only) Equity Shares of Rs. 10/- (Rupees Ten only) each and 35,00,00,000 (Thirty Five Crores only) Preference Shares of Rs. 10/- (Rupees Ten only) each with power to increase, reduce, consolidate, divide and/or sub-divide the Share Capital or reclassify them into several classes and attach thereto respectively such preferential, priority, deferred, qualified or special rights, privileges, conditions or restrictions, whether in regard to dividend, voting, return of capital, distribution of assets or otherwise, as may be determined in accordance with the laws, rules and regulations from time to time and to vary, modify or abrogate such rights, privileges, conditions or restrictions in such manner as may from time to time be provided by the regulations/ resolutions of the Company or are provided for in the Articles of Association of the Company and to reorganize shares or issue shares of higher or lower denominations.

COMPLIANCE OF MINIMUM PUBLIC SHAREHOLDING

The Promoters and the members of the Promoter Group of the Company were holding 15,47,25,636 equity shares of the Company constituting 89.14% of the equity share capital of the Company as at March 31, 2013 ("Initial Holding"). The Initial Holding of the Company was required to be brought down to 75% of the equity share capital of the Company on or before June 3, 2013 such that the minimum public shareholding ("MPS") of 25% in view of the amended rule 19(2)(b) and rule 19(A) of the Securities Contracts (Regulation) Rules, 1957 ("SCRR") and clause 40A of the Listing Agreement is complied with.

For the said purposes, the Promoter Companies of the Company had conducted four rounds of "Offer for Sale" to increase the public shareholding of the Company. Post Tranche 4 Offer by June 3, 2013, the Promoters and the members of the Promoter Group of the Company were still required to reduce their shareholding further by approximately 4.03% in order to comply with the MPS requirements.

On September 24, 2013, the shareholders of the Company accorded their consent to capitalize, as and when required, up to an aggregate amount not exceeding Rs. 30,00,00,000/-(Rupees Thirty Crores) standing to the credit of General Reserves or any other permitted reserves/ surplus or securities premium account or any combination thereof vide a special resolution passed through Postal Ballot.

In view of the above, your Board decided to meet the shortfall of 4.03% by issuing requisite number of bonus shares to the public shareholders of the Company.

Accordingly, an amount of Rs. 9,33,35,400/- (Rupees Nine Crore Thirty Three Lac Thirty Five Thousand and Four Hundred) from the Securities Premium Account was capatilised by way of issuing 93,33,540 (Ninety Three Lac Thirty Three Thousand Five Hundred Forty) equity shares of Rs. 10/- (Rupees Ten) each as bonus shares to the public shareholders (to the exception of the Promoters and members of the Promoter Group) in proportion of 10 (Ten) new equity shares for every 39 (Thirty Nine) existing equity share(s) held by them.

Post allotment of the aforesaid bonus equity shares, the shareholding of the Promoters in the Company is 74.99% (comprising of 13,71,66,194 equity shares) and the public holding is 25.01% (comprising of 4,57,34,346 equity shares), which is in compliance with the MPS.

ALLOTMENT OF 0.1% NON-CUMULATIVE, REDEEMABLE NON-CONVERTIBLE PREFERENCE SHARES (NCCPS)

The members of the Company had consented vide Special Resolution passed through Postal Ballot on 06.01.2014 for issuance and allotment up to 35,00,00,000 (Thirty Five Crore) 0.1% Non-Cumulative, Redeemable Non-Convertible Preference Shares of face value of Rs. 10/- (Rupees Ten only) each (‘NCCPS’) at par or at premium or at such price or prices, to promoter thereof in one or more tranches.

Accordingly, Guild Builders Pvt. Ltd. (a Promoter Company) had applied and alloted on February 15, 2014, 25,00,00,000 (Twenty Five crore) ‘NCCPS’ of face value of Rs.10/- (Rupees ten only) at par aggregating Rs. 2,50,00,00,000/- (Rupees Two Hundred and Fifty Cores only). The NCCPS, inter alia, shall carry a coupon of 0.1% per annum redeemable 20 years from the date of allotment. The NCPS shall carry a redemption premium of 6% per annum pro rata to the holding period with a put and call option after 10 (ten) years from the date of allotment.

PUBLIC DEPOSITS

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

The total outstanding deposit as on 31st, March, 2014 are Rs. 103.72 Crores which includes nine cases of unclaimed deposit amounting to Rs. 5.71 Lacs. Periodical reminders are being sent to the Deposit holders whose deposits are matured but remain unclaimed. The Company has discontinued the acceptance of deposit from 1st April 2014 in the light of the Companies Act, 2013.

Further, the Board has recommended a Resolution for acceptance of deposit in accordance with Section 73 & 76 of the Companies Act, 2013, to the Shareholders for their approval through Postal Ballot.

AUDIT COMMITTEE

The Audit Committee has been reconstituted due to resignation of Mr. Devi Dayal and in light of the provision of Section 177 of the Companies Act, 2013 read with Clause 49 of the Listing Agreement. It consists of four Members namely Dr. Prem Singh Rana, Independent Director, Mr. Padmanabh Pundrikray Vora, Independent Director, Lt. Gen. (Retd.) Bhopinder Singh, Independent Director and Mr. Rohtas Goel, Chairman and Managing Director of the Company. Dr. Prem Singh Rana, Independent Director is the Chairman of the Audit Committee. All Members of the Audit Committee possess sufficient knowledge and experience in the field of Finance and Accounts.

AUDITORS

The Auditors, M/s Doogar & Associates, Registration No. 000561N, Chartered Accountants, hold office until the conclusion of the forthcoming Annual General Meeting and offer themselves for re-appointment. Certificate from the Auditors has been received to the effect that their reappointment, if made, would be within the limits prescribed under Section 139(1) of the Companies Act, 2013. Further, the Company has also received a copy of Peer Review Certificate issued by the Institute of Chartered Accountant of India to the Auditors and declaration from the Auditors that they are not disqualified for such appointment/ reappointment under the Companies Act, 2013.

The Board recommends the re-appointment of M/s Doogar& Associates, Chartered Accountants as the Statutory Auditors of the Company for the period of three years commencing from conclusion of this Annual General Meeting till conclusion of AGM to be held in the year 2017 subject to ratification at every Annual General Meeting.

AUDITORS’ REPORT

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

Except for delays, in some cases in depositing statutory dues on account of clerical reconciliations, there are no arrears outstanding at the end of the Financial Year 2013-14. Further, there are certain dues of Sales Tax, Service Tax and Income Tax, which have not been deposited on account of dispute, will be settled as per the resolution of dispute.

COST COMPLIANCE CERTIFICATE

The Company has obtained Cost Compliance Certificate from M/s S.K Bhatt & Associates, Cost Accountants for the Financial Year 2012-13 as per the provisions of Companies (Cost Accounting Record) Rules, 2011 and the Cost Compliance Certificate for the Financial Year 2013-14 shall be obtained by the Company in due course, as may be necessary.

APPOINTMENT OF INTERNAL AUDITOR

In term of provisions of the Companies Act, 2013, Mr. Nitin Hans, Chartered Accountant having an experience of over 10 years was appointed as Internal Auditor of the Company.

INTERNAL CONTROL SYSTEMS

The Company has in-house Internal Audit Department. Internal Control System of the Company has been devised through its extensive experience that ensures control over various functions of its business. The Company practises Quality Management System for Design, Planning, Construction and Marketing. Periodic Audits conducted by Internal Auditors and Statutory Auditors provide means whereby any weakness, whether financial or otherwise, is identified and rectified in time.

MERGER/AMALGAMTION OF PROMOTER COMPANIES AND CONSEQUENT HOLDING COMPANY

The Promoter (Transferor Companies) of your Company i.e. Constellation Capital Ltd., Kautilya Monetary Services Pvt. Ltd., SA Finvest Ltd., Naj Builders Pvt. Ltd, J B Realcon Pvt. Ltd and Green Tech Towers Builders Pvt. Ltd. had Merged/ Amalgamated into another Promoter (Transferee Company) i.e. Guild Builders Pvt. Ltd vide Merger/Amalgamation order of the Hon’ble High Court of Punjab and Haryana dated 20th September, 2013,

Further, all the asset and liabilities of transferor Companies, as on appointed date (i.e. 1st January, 2013) shall vest in the hands of Transferee Company.

Post merger, the investment held by Guild Builders Pvt. Ltd. in Omaxe Limited is increased to 63.76% (i.e 11,66,32,697 shares). Thereby, becoming the Holding Company of your Company.

SUBSIDIARY COMPANIES

The Company has 97 Subsidiaries as on March 31, 2014. List of subsidiaries which have been consolidated at the year end is given in the Notes to Accounts.

The detailed list of subsidiary, acquisition/disassociation/ investments during the year are mentioned in the Notes to Account.

Further, Board proposed to disinvest the entire shareholding in overseas Wholly Owned Subsidiary Company, M/s Rohtas Holding (Gulf) Limited along with Step Down Subsidiary Company M/s Marine Sands Limited.

ACCOUNTS OF SUBSIDIARY COMPANIES

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

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

Further, the Annual Accounts of the Subsidiary Companies and the related detailed information will be made available to the shareholders of the holding and subsidiary companies seeking such information at any point of time and the Financial Statement of the subsidiary companies will also be kept for inspection by any member in the corporate office of the holding company and of the subsidiary companies concerned. The company will furnish a hard copy of details of accounts of subsidiaries to any shareholder on demand. Further, the annual accounts for the Financial Year 2013-14 of all the subsidiary companies are available on the website of the company i.e. www.omaxe.com

EMPLOYEES STOCK OPTION PLANS

The Company has two ESOP schemes viz. Omaxe ESOP Plan Alpha and Omaxe ESOP Plan Beta-2007. However, as all the options under Omaxe ESOP Plan Alpha since been lapsed, this plan 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 resolution passed in the Annual General Meeting held on September 27, 2007.

Pursuant to the requirements of the SEBI (ESOS and ESPS) Guidelines, 1999, given below are 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 formula would 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, the pricing 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 mentioned Scheme.)

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 exercise of options.

(Previous Year - No options have been grated till date and hence, no shares would arise due 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 schedule of 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 been exercised 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 issued capital (excluding outstanding warrants and conversions) of the Company at the time of the grant.

(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 at the 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 impact on 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 value of the shares and exercise price of the option. However the difference between the employee compensation cost so computed and the employee compensation cost that shall have been recognised if it had used the fair value of the options, shall be disclosed. The impact 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 between the 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 on various 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.)

SHIFTING OF REGISTERED OFFICE

The Registered Office of the Company was shifted from Omaxe House, 7 Local Shopping Centre, Kalkaji, New Delhi-110019 to Shop No-19-B, First Floor, Omaxe Celebration Mall, Sohna Road, Gurgaon, Haryana-122001.

NOMINATION AND REMUNERATION COMMITTEE

To rationalise employees’ related issues, while adhering to the requirements of the Companies Act, 2013 / Clause 49 of the Listing Agreement, as amended from time to time, the Board of the Company has constituted ‘Nomination and Remuneration Committee’. The constitution and Terms of Reference is mentioned in the Corporate Governance Report.

DIRECTORATE

In accordance with the provisions Section 152 of the Companies Act, 2013 and Rules made there under (including any amendment(s) or modification(s) thereof for the time being inforce), (here in after referred as ‘Act’) and provisions of the Articles of Association of the Company Mr. Jai Bhagwan Goel, Whole Time Director of the Company who retires by rotation, at the ensuing Annual General Meeting and, being eligible, offer himself for re-appointment.

Further, as per Section 149 of the ‘Act’, Mr. Padmanabh Pundrikray Vora, Dr. Prem Singh Rana and Lt. Gen (Retd.) Bhopinder Singh, Independent Directors of the Company be appointed for a term of five years as Independent Directors. Their appointment is subject to the approval of the shareholders of the Company and has been included in the Notice for the approval of the shareholders in the forthcoming Annual General Meeting.

Brief resume of the Directors proposed to be appointed/ reappointed, nature of their expertise in specific functional areas and names of the companies in which they hold Directorship and Membership/ Chairmanship of Committees of the Board, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges are provided in the Corporate Governance Report forming part of the Annual Report.

The Board recommends their appointment/reappointment.

Mr. Devi Dayal (Retd. IAS), has tendered his resignation from the Directorship of the Company w.e.f. 1St June, 2014 due to personal and health reasons. The Board expressed its deep gratitude for the able guidance and immense contribution for the past few years to the Company by Mr. Devi Dayal.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the requirement

Futures & Options Quote
Future Data Not present
Key Information

Key Executives:

Rohtas Goel , Chairman & Managing Director

Sunil Goel , Joint Managing Director

Jai Bhagwan Goel , Whole-time Director

Bhopinder Singh , Director


Company Head Office / Quarters:

Shop 19-B First Floor Sohna Rd,
Omaxe Celebration Mall,
Gurgaon,
Haryana-122001
Phone : Haryana-91-11-41896680-85/41896676 / Haryana-
Fax : Haryana-91-11-41893227 / Haryana-
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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