Om Metals Infraprojects Ltd Directors Report.

Dear Members,

Your Directors have pleasure in presenting 47th Annual Report of your Company together with the Audited Financial Statements for the financial year ended 31st March, 2019.

FINANCIAL SUMMARY AND HIGHLIGHTS

(Rs. In Lacs)

Particulars

STANDALONE

CONSOLIDATED

For the year ended March 31,

For the year ended March 31,

2019 2018 2019 2018
Revenue from operations 21514.29 29801.44 21285.34 30972.97
Other Income 3395.68 1439.53 1681.82 1050.46
Total income 24909.97 31240.97 22967.16 32023.43
Expenses
a) Cost of material consumed 8654.83 9920.29 9067.39 11285.21
b) Purchases of stock in trade 54.90 22.40 54.90 22.40
c) Change in inventories of finished goods, work in progress and stock in trade (1659.32) (534.86) (5446.10) (2998.47)
d) Excise duty expenses 0.00 377.74 0 377.74
e) Employee benefit expenses 2375.83 2090.40 2488.87 2175.92
f) Other expenses 9908.97 11885.29 11182.25 13341.79
Total Expenses 19335.21 23761.26 17347.31 24204.59
Profit before Depreciation, Finance Cost, exceptional items and tax Expenses 5574.76 7479.71 5619.85 7818.84
Depreciation and amortization expenses 1004.52 1199.53 1007.50 1201.32
Profit before , Finance Cost, exceptional items and tax Expenses 4570.24 6280.18 4612.35 6617.52
Finance cost 1845.94 1656.81 1966.73 1892.57
Profit before exceptional items and tax Expenses 2724.3 4623.37 2645.62 4724.95
Particulars

STANDALONE

CONSOLIDATED

For the year ended March 31,

For the year ended March 31,

2019 2018 2019 2018
Exceptional Items 0.00 0.00 0.00 0.00
Total profit before Tax 2724.30 4623.37 2645.62 4724.95
Current Tax 880.09 1322.27 900.26 1375.07
Deferred Tax 177.50 310.98 167.61 329.90
Total Tax expenses 1057.59 1633.25 1067.87 1704.97
Profit/Loss for the year
Total comprehensive income for the period 1848.58 4318.64 1828.33 3896.80
Earning per equity share
Basic earnings (Loss) per share from continuing and discontinued operations 1.91 4.48 1.82 4.51
Diluted earnings (Loss) per share from continuing and discontinued operations 1.91 4.48 1.82 4.51

Note: Previous years figures have been regrouped / reclassified wherever necessary FINANCIAL PERFORMANCE AND STATE OF COMPANYS 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.

Consolidated

The Company has reported consolidated revenue from operations Rs. 21285.34 Lakhs as against Rs. 30972.97 Lakhs in the previous year and Profit before Tax (PBT) of Rs.2645.61Lakhs, as against Rs.4724.93 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 exploring some new opportunities.

The Company has reported standalone revenue from operations Rs 21514.29 Lakhs as against Rs. Rs. 29801.44 Lakhs in the previous year and a Profit before Tax (PBT) of Rs.2724.30 Lakhs, as against Rs. 4623.36 Lakhs in the previous year.

DIVISIONAL ANALYSIS Engineering Division

The Turnover of this division (including joint controlled operations) this year is Rs.23140.45 lakhs and profit (PBT) is Rs.5058.55 lakhs as against Turnover of Rs.28074.57 lakhs & profit (PBT) is Rs.6403.26 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 execution of civil work for Kalisindh dam has since been qualified 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. The major revenue source this financial year are from kutchch project of SSNNL, Knowledge city project in Ujjain, Rampur project (UP) and Ghanna Project of the Company

Orders received during the Year:

1. Isarda dam project in Tonk District of Rajasthan for Rs 609 crore from Irrigation and Water Resource Department Rajasthan

Real Estate Development

The Turnover of this division this year is Rs.38.02 lakhs and loss(PBT) is Rs.110.23lakhs against Turnover of Rs. 1315.98Lakhs &Profit (PBT) was 42.76Lakhs in the last year.

There is a potential realizable value of Land Bank/ developable/under development area in Com- pany/subsidiary/Joint Venture.

Real Estate Project Details

Project Location Partner Project Type Number of Units Project Area Sa.ft. (Approx) (OMIL Share)
Meadows Kota - Housing 340 4,45,972
Pallacia# Jaipur - Housing 152 6,45,000
Bandra Reclamation - Mhada Mumbai DB Realty & Others Housing - 2,00,000A
Ashvita* Hyderabad Mahindra Lifespaces Housing 52 88,000
Total 13,75,000

Construction has resumed after the judgment of Honble JDA tribunal which in its verdict ordered that all approvals and maps of the project approved by JDA are as per policies/ bye laws and within legal framework. The last mile construction and finishing work is in progress.

* delivered for possession and 90% units are sold A Subject to approval of Design/ Area

Real Estate Project Sold in sa.ft. Unsold in sa.ft. Total realisable value of revenue Number of Units Project Area Sa. ft. (Approx) (OMIL Share)
Om Meadows 1,85,500 2,60,472 110 0 110
Palacia 2,25,000 4,20,000 693 0 693
Bandra Reclamation - Mhada - 2,50,000 750 0 750
Ashvita 82,000 6,000 40 32 8
Total 1,583 32 1561

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

Location Sa. Mtrs. Key Location Advantage
Faridabad 8,000 Located on main Mathura Road, New Delhi
VKIA Jaipur 28,000 In Industrial Area at Prime Location- total, (land portion sub devided in smaller lots and sale process of few plots initiated)
Kota (Institutional/commercial Land) 40,000 In the centre of Kota City
Jaipur 3,800 In the prime commercial location of Jaipur City
TOTAL 79,800

Sale Of Hotel Division

Your Company had agreed to sell its business and assets of Hotel Om Tower to Jupiter Metals Private Limited at valuation of Rs. 36 cr. The valuation had been carried out by an independent valuers appointed by the Company and the building value has been taken at distress value as repairs and renovation was due in building. This division is not a core activity of your Company.

Other Infrastructure Division

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

The Turnover of this division this year is Rs. 1731.50 lakhs as against Rs. 2372.44 Lakhs of previous year and reported loss (PBT) of Rs.378.08 lakhs.

Packaging

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

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

Future Outlook

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

> Enlarge global footprint through acquisition and strategic Joint Ventures in the core business.

> Completion of existing real estate projects.

> Establish presence in varied structure, steel design and fabrication works in bridges, Pipe laying and heavy engineering works.

> Tap Indias second largest potential in the world both in Hydro Electric Power, River Linking and irrigation by capitalizing on the plans of the government of India plans of accelerating infra-structure projects.

CHANGES IN NATURE OF BUSINESS, IF ANY

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

The Board of Director of your Company is pleased to Recommend a Dividend of Rs 0.25 per Equity share of the Face Value of Rs. 1 each (@ 25%), for the approval of the shareholders at the ensuing Annual General Meeting (AGM) of the Company and whose names appears in the register of Members as on the Book Closure/ Record Date.

Together with the Corporate Tax on dividend, the total outflow, on account of equity dividend, will be Rs. 29172364.3 /- via-a-via Rs. 63747247 /- for the year 2017-18. (Rs. 63747247 includes an amount of Interim Dividend for the F.Y. 2017-18 i.e. Rs. 40565572 and Final Dividend for the F.Y. 2016-17 i.e. Rs. 23181675 which was paid in the year 2017-18.)"

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

Appropriations to general reserve for the financial year ended March 31, 2019 as per standalone financial statements are as under:

( In Rupees)

Net profit for the year 160387621
Balance of Reserve at the beginning of the year 245000000
Transfer to General Reserve --
Balance of Reserve at the end of the year 245000000

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

CHANGES IN SHARE CAPITAL, IF ANY

The paid up Equity Share Capital as on March 31, 2019 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/JV/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 Companys subsidiaries in Form AOC-1 is attached to the financial statements of the Company.

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

The Company has in accordance with the amendments to Listing Regulations revised the Policy for determining material subsidiaries. The said policy may be accessed on the website of the Company at http://www.ommetals.com/#/policies , and due to such amendment Om Metals Consortium Private Limited has become material subsidiary of the Company.

Apart from this, your Company funded its subsidiaries/JVs, from time to time, as per the fund requirements, through loans, guarantees and other means to meet working capital requirements.

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

OM METALS CONSORTIUM PRIVATE LIMITED - This wholly owned Subsidiary Company 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 expected realization of INR 10000-12000/sqft. OMIL has invested INR 1.6 bn for land and development cost is expected to be Rs 4 bn. The company expects to generate Rs 6.0 bn of Revenue from this project over next 2-3 years, which translates into pretax profits of Rs 1.3bn appx. After completion of structure of building, last mile construction, value addition, interior and finishing work is going on in full swing as per policies/bye laws and within legal framework.

OM METALS REAL ESTATE PRIVATE LIMITED- This wholly owned Subsidiary Company is holding stakes in different SPVs and different subsidiaries for different projects in different locations.

CHAHEL INFRASTRUCTURES LIMITED - The Company has substantial stake totaling to 94.46%, this Company has earmarked for the development of sea port in Pondicherry. After the non clearance of the project we have moved for arbitration proceedings against Govt. of Pondicherry our claims remain unconsidered.

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

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

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 COD achieved in December, 2014. Om Metals has executed 100% of EPC work for a total project cost of Rs. 410 Cr. After the COD of the project all 4 toll plazas are operational and generating revenue. Private vehicles were made toll free wef 1.4.2018 by state govt and we have terminated the concession agreement for breach of contract by Government and submitted our claims of Rs 578 cr. The arbitration proceedings are going on and we are awaiting the favorable outcome.

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

PARTNERSHIPS /JVs:

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.

A redevelopment project of MAHADA 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 approx ~1.2 mn 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 to OMC.

OM METALS -JSC JV - This JV has been executing Kameng HEP and the project is scheduled to complete by December 2019.

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

SPML -OM METALS JV- This JV has been executing project for development of smart infrastructure (knowledge city) in Vikram Udyogpuri at Ujjain. The progress of the contract is very smooth and we are expecting it to complete by 2019.

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

West Bengal Logistic Private Limited- This SPV was incorporated for the development of silo for storing wheat for FCI. The land acquisition is in process.

Uttar Pradesh Logistic Private Limited- This SPV was incorporated for the development of silo for storing wheat for FCI. The land acquisition is in process.

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

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

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

OM METALS INFOTECH PRIVATE LIMITED - This Company has industrial land in Jaipur and the long drawn legal hurdle has been sorted out by out of court settlement. The subdivision of land has been obtained from RIICO and the sale process of plots has been started.

OM METALS DEVELOPRS PRIVATE LIMITED - OMDPL entered into a JV with Mahindra Life space 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 realization is 4500/sq.ft.(0.36 Bn INR). The construction is complete, the project is fully delivered and sale of units are progressing very satisfactorily and very few units are pending for final registration.

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

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the provisions of Companies Act, 2013(hereinafter referred to as "the Act"), Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as "Listing Regulations") and applicable Accounting Standards, the Audited Consolidated Financial Statements of the Company for the financial year 2018-19, together with the Auditors Report form part of this Annual Report. (Pursuant to provisions of Section 129(3) of the Act, a statement containing salient features of the financial statements of the Companys subsidiaries in Form AOC-1 is attached as Annexure II to the Board Report.)

Companies which became / ceased to be Companys Subsidiaries, Joint Ventures or Associate Companies:

• Companies which have become subsidiaries, Joint Ventures or Associate Companies during the financial year 2018-19:

Om WIPL JV, Isarda

• Companies which has ceased to be the Subsidiaries/Step Subsidiary, Joint Ventures or Associate Companies during the financial year 2018-19: NIL

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

Company has partly divested its investment in its Packing Division, a non core business, by sale of a machine at an agreed valuation of Rs. 7.6 Crore, on 22nd day of May, 2019 except this there was no material changes and commitments between the end of the financial year of the Company to which the Financial Statements relates and date of Directors Report affecting the financial position of the Company.

INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

Pursuant to the applicable provisions of the Companies Act, 2013, read with the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (the rules), all unpaid or dividends are required to be transferred by the Company to the IEPF established by the Government of India, after the completion of seven years. Further, according to the rules, the shares on which dividend has not been paid or claimed by the shareholders for seven consecutive years or more shall also be transferred to the demat account of the IEPF authority. During the Year 2018-19, the Company has not transferred any unclaimed and unpaid dividends to the IEPF Fund.

Further, No corresponding share in respect for which dividend was unclaimed for seven consecutive years or more were transferred to the demat account of the IEPF authority in the Financial Year 2018-19 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 on the website of the IEPF Authority i.e. http://www.iepf.gov.in/and can also check updated details of their shares on website of the Company and Pursuant to the Rule 5(8) of Investor Education and Protection Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, the Company has uploaded the details of unpaid and unclaimed amounts lying with the Company as on date of last Annual General Meeting on the website of the Companywww.ommetals.com .

Further information related to IEPF are disclosed in Corporate Governance Report forming part of this Annual Report.

MEETINGS OF THE BOARD OF DIRECTORS

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

DIRECTORS RESPONSIBILITY STATEMENT

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

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

(b) The directors have 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 the 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 have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

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

(e) The directors have laid down internal financial controls to be followed by 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 Companys internal financial controls were adequate and effective during the financial year 2018-19.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

The constitution of Board of Directors and KMP of the Company during the year 2018-19is as under:

S. No. Name Designation Date of change in designation Date of original appointment Date and Mode of Cessation
1. Shri Dharam Prakash Kothari Chairman 01/05/2017 01/05/2017 ----
2. Shri Sunil Kothari Managing Director 12/08/2016 22/08/2014 ----
3. Shri Vikas Kothari President &Director 28/03/2015 28/03/2015 ----
4. Smt. Ranjana Jain Independent Director 28/03/2015 28/03/2015 ----
5. Shri Gopi Raman Sharma Independent Director 11/03/2016 11/03/2016 ----
6. ShriNaresh Kumar Paliwal* Independent Director 20/04/2018 20/04/2018 ----
7. Shri Sunil Kumar Jain Chief Financial Officer 28/03/2015 01/04/2009 ----
8. Smt. Reena Jain Company Secretary ---- 03/03/2008 ----

*Appointment of Mr. Naresh Kumar Paliwal on 20.04.2018

The Board on the recommendation of Nomination and Remuneration Committee appointed Mr. Naresh Kumar Paliwal as the Independent Director of the Company which was further ratified by the Members of the Company in the Annual General Meeting held for the Financial Year 2017-18.

Mr.Naresh Kumar Paliwal is a retired Deputy General Manager of State Bank of Patiala. He has worked in the bank on Different Positions including as Regional Head and Zonal Head. He is Commerce Graduate and holds degree in the Field of Law. He has expertise in Finance and Banking areas.

In terms of Section 152 of the Companies Act, 2013 Mr. Vikas Kothari shall retire at the ensuing Annual General Meeting and being eligible, offer himself for re-appointment.

DISCLOSURES FROM INDEPENDENT DIRECTORS

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 (6) of the Act and SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015.

That Independent Directors has Complied with the Code for Independent Directors prescribed in Schedule IV to the Companies Act, 2013.

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

BOARD EVALUATION

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

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 objective of this evaluation process is constructive improvement in the effectiveness of Board, maximise its strengths and tackle weaknesses, if there are any.

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 separate meeting, reviewed and evaluate the performance of nonindependent directors, Board as a whole, Managing Director and the Chairman, taking into account the views of executive directors and non-executive directors and criteria laid down by the Nomination and Remuneration Committee.

FAMILARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

To familiarize the Independent Directors with the strategy, operations and functions of our Company, the executive directors/ senior managerial employees make presentation to the Independent Directors about the companys strategy, operations etc. Independent Directors are also visiting factories and branch offices to familiarize themselves with the operations of the company and to offer their specialized knowledge for improvement of the performance of the company. Further, at the time of appointment of an Independent director, the company issues a formal letter of appointment outlining his/ her role, function, duties and responsibilities as a director. The format of the letter of appointment is available at our website www.ommetals.com

The Policy of the familiarization programme of Independent Directors is put 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 Companys Nomination and Remuneration Committee comprises of following Non-executive Directors as under:

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

*Mr. Naresh Kumar Paliwal was appointed as Independent Director of the Company w.e.f. 20th April 2018 and he was also appointed as the member of the Nomination And Remuneration Committee from the same date.

Details of the Nomination & Remuneration Committee, terms of reference of this Committee are given in the Corporate Governance section of the annual report which forms part of the Directors Report.

During the year under review, the Board of Directors amended the Nomination and Remuneration Policy to bring it in line with the amendments to Section 178 of Companies Act, 2013 and Listing Regulations. The Nomination and Remuneration Policy of the Company forms part of this report as Annexure IV and the same is being uploaded on the Companys website and can be accessed at: http://www.ommetals.com/#/policies

Criteria for determining qualifications, positive attributes and independence of a Director

In terms of the provisions of Section 178(3) of the Act, and Regulation 19 of the SEBI Listing Regulations, the NRC has formulated the criteria for determining qualifications, positive attributes and independence of Directors, the key features of which are as follows:

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

• Positive Attributes - Apart from the duties of Directors as prescribed in the Act the Directors are expected to demonstrate high standards of ethical behavior, communication skills and independent judgment. The Directors are also expected to 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 there under and Regulation 16(1)(b) of the SEBI Listing Regulations.

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

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

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 Board and its committees.

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

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

The information required under Section 197 of the Act read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including any 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 this report

AUDIT COMMITTEE:

According to Section 177 of the Companies Act, 2013 the Audit Committee is 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. Naresh Kumar Paliwal Member Non Executive Independent Director
Mr. Sunil Kothari Member Executive Director

*Mr. Naresh Kumar Paliwal was appointed as Independent Director of the Company w.e.f. 20th April 2018 and he was also appointed as the member of the audit committee from the same date in place of Mrs. Ranjana Jain.

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

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

Details of the Audit committee, terms of reference of the audit committee and of the company are given in the Corporate Governance section of the annual report which forms partof the Directors Report.

AUDITORS

Statutory Auditors

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

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

The Auditors Report for the Financial Year ended 31st March, 2019 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 for the financial year ended March 31, 2019contain with the qualification/reservation/adverse remark/ disclaimer which are replied by the Board of Directors hereunder:

Auditors Remark - 1

The standalone financial statements, the Companys non-current investments as at 31 March 2019 include investments aggregating 488.44 Lacs in a subsidiary i.e M/s Chahel Infrastructure Ltd; being considered good and recoverable by the management considering the factors stated in the aforesaid note.

However, this Subsidiary has accumulated losses and its net worth is fully eroded. Further, this subsidiary is facing liquidity constraints due to which they may not be able to realize projections made as per their respective business plans, thus we are unable to comment upon the carrying value of these non current investments and recoverability of the aforesaid dues and the consequential impact, if any, on the accompanying standalone financial statements and as per audited financial statements of subsidiary provided to us, respective auditor has not qualified on going concern matter. The recoverability of the said investment is in doubtful in our opinion.

Boards Reply

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

Auditors Remark - 2

The standalone financial statements, the Companys non-current investments as at 31 March 2019 include investments aggregating 5092.20 Lacs and advances current as well as noncurrent in two joint ventures viz. Bhilwara Jaipur Toll Road P Ltd and Gurha Thermal Power Company Ltd totalling to Rs. 8518.13 Lacs; being considered good and recoverable by the management considering various factors.

For the breach on the part of authority, both joint ventures has filed termination notices to their respective authority and claimed the amount invested and termination payments as per concession agreement. Company is operating only on behalf of respective authority and is not booking any expenses and revenue in books after termination. So far as this matter indicates material uncertainty about the going concern of these joint ventures. In our view, recoverability of the amount invested and advance provided not certain but no provisioning has been made against such diminution in value of investment and loans. Management is of the view that such arbitration claims has merits and will be in favor of joint ventures and amount invested and advance provided will be recovered fully.

Boards Reply

The Board of directors are of the view that all such losses and amount due to Bhilwara Jaipur Toll Road private Limited , a SPV will be recovered from PWD through claim.

The Company has been inducting funds in Bhilwara Jaipur Toll Road Private Limited (BJTR) to service debt due to shortfall in revenue of BJTR due to corporate guarantee. Such service of debt is subsisting regularly on account of corporate guarantee in spite of the fact that SPV terminated concession agreement.

Such Arbitration claims has merits and will be in favour of Joint Ventures and amount invested and advance provided will be recovered fully and It is understood that post receipt of arbitration award by SPV, all claims of Om Metals shall be settled by SPV

The Joint Venture Gurha Thermal Power Company limited, in view of the litigation at APTEL (Appellate tribunal of electricity) in the matter of statutory clearances from authorities in relation to agreements with Rajasthan Rajya Vidhyut Prasaran Nigam Ltd (RRVPNL) before which the Joint Venture has made a claim among other things for reimbursement of expenses incurred in relation to the project, compensation etc., but the matter is under subjudice, and thereafter the Joint Venture pursues other projects in the near to medium term, hence the going concern assumption is followed and such amount invested and loan granted is good and recoverable.

Auditors Remark - 3

Company granted advance to SPML Infra Limited amount of Rs. 541.95 lacs as at 31 March, 2019. The Management represented that this amount will be adjusted against capital contribution of SPML Infra Ltd lying in OM Metal SPML JV (Ujjain) which is a joint operation and proportionately included in companys financial statements. However, in absence of third party confirmation and other supportive evidence, we are unable to comment upon such balances and such adjustment. Further company has not adjusted such amount in books.

Boards Reply

The Board of Directors are in view that the advance to SPML Infra Limited amounting to Rs. 541.95 lacs shall be adjusted in the current year by offsetting its current account credit balance of SPML in OM Metal SPML JV ( Ujjain).

Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Mr. Brij Kishore Sharma, Partner, M/s B K Sharma & Associates, a firm of Company Secretaries in Practice, to conduct Secretarial Audit of the Company. The Report of the Secretarial Audit in Form MR-3 for the financial year ended March 31, 2019 is enclosed as Annexure V to this Report. There are qualifications, reservations or adverse remarks made by the Secretarial Auditor in his report.

The Secretarial Audit Report for the financial year ended March 31, 2019 contain with the qualification/reservation/adverse remark/ disclaimer which are replied by the Board of Directors hereunder:

Auditors Remark - 1

As per Regulation 25 (6) of SEBI (LODR) Regulations, 2015 An Independent Director, who resigns, shall be replaced by a new Independent Director at the earliest but not later than the immediate next meeting of the Board or three months, whichever is later.Mr. Ram Kumar Gupta has resigned on 6th January, 2018. The Board of Directors of the Company has appointed new Independent Director Mr. Naresh Kumar Paliwal on 20th April, 2018. As new Independent Director has been appointed after three months from the date of resignation of old director.

Boards Reply

Your Board was taking steps to appoint an independent director to comply the requirement of law. The Board had identified some person and was in the process of selecting of proper candidate.

After selecting proper candidate the board immediately appointed him. However, this process took a little more time ( 15 days) than prescribed by the SEBI LODR, 2015.

Auditors Remark - 2

The company has submitted Audited Financial Results for Quarter and Year ended 31st March, 2018, on 31.05.2018 at 00:00:26 AM to BSE and at 00:00:04 AM to NSE.BSE has fined for Rs.5,000/- in this respect for delay submission of Financial Results, for the same.

Boards Reply

The Board Meeting was concluded at 11.45 p.m. on 30th May, 2018 and the results were uploaded at 12.01 a.m. on 31st May, 2018 within 30 minutes of the conclusion of Board meeting.

Auditors Remark - 3

The company has submitted Quarterly Standalone Financial Results for Quarter ended 30th Sept., 2018 on 15.11.2018 at 00.30 AM to BSE and at 00.36 AM to NSE. BSE has fined for Rs.5,000/- in this respect for delay submission of Financial Results, for the same.

Boards Reply

The Board Meeting was concluded at 11.55 p.m. on 14th November, 2018 and the results were uploaded at 12.30 a.m. on 15th November, 2018.

Secretarial Compliance Report

In accordance with Regulation 24(A) of the Listing Regulations, the Company has engaged the services of Mr. Brij Kishore Sharma (CP No. 12636), Practicing Company Secretary and Secretarial Auditor of the Company for providing this certification and the same has been annexed as Annexure - VIII to the Boards Report forming part of this Annual Report.

Cost Auditor

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

Pursuant to the provisions of Section 148 of the Companies Act, 2013 and as per the Companies (Cost Records and Audit) Rules, 2014 and amendments thereof, the Board, 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 the financial year ending March 31, 2020 and the Company has received Consent from M/s. M. Goyal & Co., Cost Accountants to act as Cost Auditor for Conducting Audit of the Cost Records for the Financial Year 2019-20 along with a certificate confirming their Independence and Arms Length Relationship.

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

In accordance with the requirement pursuant to Section 148 of the Act, your Company carries out an annual audit of cost accounts. The Cost Audit Report and the Compliance Report of your

Company for FY18, was filed with the Ministry of Corporate Affairs through Extensive Business Reporting Language (XBRL) by M/s M. Goyal & Co., Cost Accountants.

A proposal for ratification of remuneration of the Cost Auditor for financial year 2019-20 is to be placed before the shareholders at the ensuing 47th Annual General Meeting.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars as prescribed under sub-section (3)(m) of Section 134 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014, 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.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

As per Section 177(9) and (10) of the Companies Act, 2013, and as per regulation 22 of the Listing Regulations, 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/#/policies

RISK MANAGEMENT

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

• Provide an overview of the principles of risk management

• Explain approach adopted by the Company for risk management

• Define the organizational structure for effective risk management

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

• Identify, access and manage existing and new risks in a planned and coordinated manner with minimum disruption and cost, to protect and preserve Companys human, physical and financial assets.

Fundamentals of our risk management system

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

Goals of risk management

At OMIL, the risks are detected at their earliest possible and necessary measures are taken to avoid economic and environmental damage. The company lays due emphasis on avoidance of risks that threaten the companys continued existence.

Organizational responsibilities and tools

Regular risk analyses at the corporate level are conducted by OMILs management and by various departmental heads.

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

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

The particulars of Loans & guarantees given, investments made and securities provided have been disclosed in the financial statements forming part of this Annual Report.

RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were on an arms length basis and were in the ordinary course of business and approval of the Audit Committee, Board of Directors & Shareholders was obtained wherever required. (Annexure VII)

During the Financial year M/s Jupiter Metal Private Limited, a promoter group company has given an advance of Rs. 36 crores towards purchase of companys property situated Om Tower, Church Road, M.I. Road, Jaipur - 302001 except this there was no material Related party Transactions that may have potential conflict with the interest of the listed Company at large.

There are no person(s) or entities forming part of the Promoter(s)/Promoter(s) Group which individually hold 10% or more shareholding in the Company except T C Kothari & Family Trust and that the Company has not entered any transaction with this entity.

Pursuant to Regulation 23(9) of the Listing Regulations, your Company has filed half yearly report on Related Party Transactions with the Stock Exchanges, for the year ended March 31, 2019.

During the year under review, the Company revised its Policy on dealing with and Materiality of Related Party Transactions, in accordance with the amendments to the applicable provisions of the Listing Regulations. The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Companys website at the link:http://www.ommetals.com/#/policies

The details of the related party transactions as per Indian Accounting Standards (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) 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 on the following link:

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

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

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

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

Further details regarding Corporate Social Responsibility Committee is are given in the Corporate Governance section of the annual report which forms part of the Directors Report.

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) and is also available on the Website of the Company http://www.ommetals.com/#/investor-info

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

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

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

List of top ten employees in terms of remuneration drawn is also given in ANNEXURE VIII.

SECRETARIAL STANDARDS:

The Company has complied with the applicable provisions of the Secretarial Standards issued by the Institute of Company Secretaries of India with respect to General and Board Meetings.

POWER OF ATTORNEY HOLDERS;

For the implementation and effective execution of the Projects and various Laws as applicable to the Company, the Board of Directors entrusted the following HODs with responsibility via Power of Attorney granted to them and they are directly responsible for compliances:

S. No. Name Of HOD/ Authorized Person Division/ Department/ Project Date of Authorization
1. Deepak Jain/ Mrs. Rupali Human Resources 14/11/2016
2. KuntiLal Jain Income Tax 14/11/2016
3. Sunil Kumar Jain Banking (debt raising only) 14/11/2016
4. Ramesh Dadhich Sales Tax/ VAT/GST 14/11/2016
5. D.S. Rawat- Sr manager Finance and audit TDS, Service Tax, Finance & Audit 14/11/2016
6. V.K. Gupta - GM Finance Goods and Service Tax/ EPCG/Custom duty 14/11/2016
7. S N Mondal Kameng Project 14/11/2016
8. Dinesh Kumar Ujjain Project 14/11/2016
9. Manish sood Gujarat Project 14/11/2016
10. A Gogia Kopili Project 14/11/2016
11. G S Mehra Hotel Om Tower 14/11/2016
12. B D Sharma Rampur (UP) Project 14/11/2016
13. Padam Jain Om Realty Division 14/11/2016
14. Bashishtha Rai Vyasi Project 14/11/2016
15. C P Sogani Om Pack Division 14/11/2016
16. Anand Ramnathan Ghana 24/10/2017
17. Rahul Tripathi Rwanda 24/11/2017
18. K C Jain Isarda 01/01/2019

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 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 the Year ended 31st March, 2019 in this regard.

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 Redressal) 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. The following is the Summary of Sexual Harassment complaints received during the year ended 31st March, 2019 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 the premises of the Company and the communities we operate in, is an integral part of business. We have taken several conscious efforts to inculcate a safer environment within place of work.There is a strong focus on safety with adequate thrust on employees safety.

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

LISTING

The Equity Shares of the Company continue to remain listed with the National Stock Exchange of India (NSE) and Bombay Stock Exchange (BSE). The listing fees of the exchanges for the financial year 201920 have been paid.

CREDIT RATING

CARE has assigned ratings symbol of BBB+ for its long term facilities& PR1 to company. Credit Rating was obtained on 1st October, 2018.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

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

It provides details about the overall industry structure, global and domestic economic scenarios, developments in business operations/ performance of the Companys various businesses viz., decorative business, international operations, industrial and home improvement business, internal controls and their adequacy, risk management systems and other material developments during the financial year 2018-19.

INTERNAL CONTROL SYSTEM 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.

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

The Company has Internal Financial Controls which are adequate and were operating effectively. The controls are adequate for ensuring the orderly and efficient Conduct of the Business, including adherence to the Companys policies, the safeguarding of assets, the prevention and detection of Fraud and errors, the accuracy and completeness of accounting Records and timely preparation of reliable financial information.

BUSINESS RESPONSIBILITY REPORT

Regulation 34(2) of the Listing Regulations provides that the Annual Report of the Top 500 listed entities based on market capitalization (calculated as on March 31 of every financial year), shall include a Business Responsibility Report ("BRR"). Since your Company, does not feature in the Top 500listed entities as per market capitalization as on March 31, 2019, the Business Responsibility Report for the financial year 2018-2019 does not form a part of the Annual Report.

CORPORATE GOVERNANCE

Your Company has been following principles of Good Corporate Governance Practices over the years. Your Company has complied with the Corporate Governance Code as stipulated under the Listing Regulations. In Compliance with Regulation 34 of the Listing Regulations a separate section on Corporate Governance along with certificate from BK Sharma and Associates, Practicing Company Secretaries confirming compliance forms part of the Annual Report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

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

DEPOSITS

During the Year under review, your company has not accepted any Deposits within the meaning of Section 73 and 74 of Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rule, 2014 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 Companys 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

Date: 30th May, 2019
Place: Delhi Dharam Prakash Kothari Sunil Kothari
(Chairman) (Mg. Director)
DIN:00035298 DIN: 00220940