Omaxe Ltd Directors Report.

DEAR MEMBERS,

Your Directors have pleasure in presenting the Thirtieth Annual Report together with the Financial Statements of the Company for the Financial Year ended March 31, 2019.

FINANCIAL HIGHLIGHTS

A brief overview on Consolidated and Stand-Alone Financial Performance for the Financial Year ended March 31, 2019 is as follows:

A. CONSOLIDATED FINANCIAL PERFORMANCE

(Rupees in Crore)
Particulars 31.03.2019 31.03.2018
(Audited) (Audited)
Revenue from operations 1166.51 1839.09
Other Income 33.73 58.71
Total Income 1200.24 1897.80
Expenses
Operating Expenditure 877.81 1412.49
Employee Benefit 66.59 57.18
Expense
Depreciation and amortization expenses 8.99 8.76
Other Expenses 93.98 109.37
Total Expenses 1047.37 1587.8
Profit before finance cost and tax 152.87 310.00
Finance Cost 74.31 169.29
Profit before tax (P bt) 78.56 140.71
Tax Expenses 29.91 55.53
Share of profit/(loss) in associates - -
Profit before comprehensive income 48.65 85.18
Other comprehensive incomes (0.07) (1.78)
Total Comprehensive 48.58 83.40
Income for the year

B. Stand-alone financial performance

(Rupees in Crore)
Particulars 31.03.2019 31.03.2018
(Audited) (Audited)
Revenue from operations 768.04 1267.94
Other Income 160.05 46.48

 

Particulars 31.03.2019 31.03.2018
(Audited) (Audited)
Total Income 928.09 1314.42
Expenses
Operating Expenditure 523.43 928.55
Employee Benefit 60.27 51.47
Expense
Depreciation and amortization expenses 6.78 5.99
Other Expenses 71.82 77.70
Total Expenses 662.3 1063.71
Profit before finance cost and tax 265.79 250.71
Finance Cost 224.12 154.21
Profit before tax (P bt) 41.67 96.50
Tax Expenses 18.53 33.00
Profit before comprehensive income 23.14 63.50
Other comprehensive incomes (0.19) (2.53)
Total Comprehensive 22.95 60.97
Income for the year

TRANSFER TO RESERVES

During the year under review, an amount of Rs.10 crore was transferred to General Reserves.

DIVIDEND

I) PREFERENCE SHARES

The Board recommends a dividend of 0.1% on 0.1% Non- Cumulative, Redeemable, Non-Convertible Preference Shares for the FY ended March 31, 2019 amounting to Rs.0.25 crore for approval of Members.

II) EqUITY SHARES

Your Board is pleased to recommend a dividend of

Rs.0.70 per equity share only to public shareholders of the Company for the FY ended March 31, 2019 for approval of the Members.

OPERATIONS

During the year under review, on consolidated basis, your Company registered Gross Revenue of Rs.1200.24 crore, whereas the Profit Before Tax and total comprehensive income for the year stood at Rs.78.56 crore and Rs.48.58 crore respectively. On a standalone basis, the Company registered Gross Revenue of Rs.928.09 crore, whereas the Profit before Tax and total comprehensive income for the year stood at Rs.41.67 crore and Rs.22.95 crore, respectively.

As on March 31, 2019, Omaxe has delivered 116.6 million square feet comprising 84.8 million square feet in real estate and 31.8 million square feet in construction contracting. As of March 31, 2019, the area under development in real estate stands at 60 million square feet spanning across 21 projects. Omaxe has specialized in targeting Tier II and Tier III cities and emerging peripheral locations in the major cities by investing in land parcels before the curve. This has helped the Company sustain reasonable financial and operating performance in a challenging situation. During 2018-19, Omaxe sold 3.55 million square feet of space worth Rs 872 crore. The average realization for the year ended March 31, 2019 was Rs 2,460 per square feet as compared to Rs 2,464 per square feet in 2017-18. Major locations that contributed to new bookings in the reported financial year, both in residential and commercial segment, were New Chandigarh, Lucknow and Faridabad.

OUTLOOK

In addition to the ongoing projects, Omaxe also has several projects in the pipeline mainly in the focus areas of Tier II and

Tier III cities. Notwithstanding the blip in the reported financial year, the prospects for the Companys projects remain bright and the Companys future upbeat with focus on Delhi & Gurgaon and tier I and existing focus area in FY 20. Its efforts will however, be more concentrated on completing existing projects to the utmost satisfaction of its clientele and within time, while meeting the internal benchmarks for quality and profitability.

Presently, the balance sheet of the Company remains strong and Omaxe has the wherewithal and flexibility operations with new launches. However, it is important for the economic environment and overall liquidity situation to improve for the end-user demand to pick-up substantially. If this indeed happens, Omaxe is well poised to deliver growth in the coming years.

PUBLIC DEPOSITS

During FY 2018-19, the Company had accepted Fixed

Deposits under Fixed Deposit Scheme in compliance with the provisions of Section 73 and 76 and other relevant provisions of the Companies Act, 2013 and Rules made there under as amended from time to time.

The details of the Deposit are as follows:

a. Accepted during the year: Rs. 37.38 Crore

b. Outstanding deposits as at the end of the year: Rs. 89.67 Crore *

c. Whether there has been any default in repayment of deposits or payment of interest thereon during the year and if so, number of such cases and the total amount involved:

(i) at the beginning of the year: NIL (ii) maximum during the year : NIL (iii) at the end of the year: NIL

d. The details of deposits which are not in compliance with the requirements of Chapter V of the Companies Act, 2013: NIL

*(including deposit pursuant to Rule 19 of the Companies (Acceptance of Deposits) Rules, 2014)

Periodical reminders are being sent to the Deposit holders whose deposits have matured but remain unclaimed.

AUDIT COMMITTEE

The details pertaining to composition of Audit Committee are included in the Corporate Governance Report, which forms part of this Annual Report.

STATUTORY AUDITOR

M/s BSD & Co., Chartered Accountants (Firm Registration No.

000312S), was appointed by the Company as the Auditors in the Annual General Meeting held on 27th September, 2017 for a period of five years in terms of the provisions of Section

139(2) of the Companies Act, 2013 read with Rules made thereunder. Accordingly, the Auditors hold office until the conclusion of the Annual General Meeting to be held in thetocontinueits year 2022.

The Statutory Auditors have submitted a certificate their eligibility under Section 139 of the Act and meet the criteria for appointment specified in Section 141 of the Act.

Further, the Company has also received a copy of Peer

Review Certificate as prescribed 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 said Act.

In terms of the provisions of Section 139(1) of the Companies Act, 2013 it was required to ratify the appointment of Statutory

Auditor every year by the shareholders of the Company during the tenure of appointment. Further, due to notification of some of the provisions of the Companies (Amendment)

Act, 2017 on May 7, 2018, the requirement of ratification of appointment of Statutory Auditors by members has been done away with.

Hence, it is no longer required to ratify the appointment of Statutory Auditors at every Annual General Meeting by the members of the Company.

AUDITORS REPORT

The Notes on accounts and observations of the Auditors in their Report on the Accounts of the Company are self- explanatory.

There are no observations (including any qualification, reservation, adverse remark or disclaimer) of the Auditors in their Audit Reports that may call for any explanation from the Directors.

SECRETARIAL AUDIT REPORT

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 M/s Chandrasekaran Associates,

Company Secretaries to undertake the Secretarial Audit of the Company for the FY 2018-19.

The comments of Board on observations of Secretarial

Auditor of the Company in their Report for the FY 2018-19 are indicated below and the Report of the Secretarial Audit in Form MR-3 is annexed as Annexure I.

Comments by Board on observations of Secretarial Auditor:

i) The Company is law abiding entity and was in process of looking for suitable incumbent to be appointed as Independent Directors in place of those who have resigned from the Board. Further, the Company has appointed Mr. Gurnam Singh & Ms. Seema Salwan as Director (Non-executive & Independent) w.e.f. February 12, 2019 & April 4, 2019 respectively, in compliance with the SEBI (LODR) Regulations, 2015.

ii) & iii) The Company is law abiding entity and is endeavor to file the required returns and forms within prescribed time. However, due to administrative reasons, few forms were filed beyond due dates, which the management is committed to streamline in future.

iv) The remarks of Secretarial Auditors were self-explanatory and the same was mentioned in the Boards Report.

v) The Company is law abiding entity and is endeavor to file the required returns and forms within prescribed time. However, the Company inadvertently failed to file few forms within time. The Company is in process to file the same and management ensures to take care in future.

COST AUDITOR

On the recommendation of the Audit Committee, the Board of Directors has appointed M/s S.K. Bhatt & Associates to audit the cost accounts of the Company for the FY 2019-20 at a remuneration of Rs.1,75,000/- plus out of pocket expenses and applicable taxes. The Board recommends ratification of remuneration for approval of Shareholders.

COST AUDITORS REPORT

In terms of Section 148 of The Companies Act, 2013, the Company had appointed M/s S.K. Bhatt & Associates,

Cost Accountants as Cost Auditors for the Audit of the cost records of the Company for the FY 2018-19. The Cost Auditor in terms of the Act, post audit shall submit their Report to Board in due course.

internal financial control & systeMs

The Board of Directors had appointed M/s Doogar &

Associates as the Internal Auditors of the Company for the

F.Y. 2018-19. Internal Financial Control & Systems of the

Company has been devised through its extensive experience that ensures control over various functions of its business. The Company practices 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.

Subsidiary, Joint venture & associate

COMPANIES

The Company has 97 Subsidiaries, 1 Associate Companies and 2 Joint Ventures as on March 31, 2019. List of companies which have been consolidated at the year-end is given in the Notes to Accounts.

During the year under review, one Wholly Owned Subsidiary of Omaxe Limited was incorporated on April 16, 2018 i.e.

Omaxe New Faridabad Developers Private Limited.

In terms of Indian Accounting Standard (Ind AS) 27, there are 155 more companies whose accounts had been consolidated with Companys accounts.

There has been no material change in the nature of the business of the Subsidiaries. A separate statement containing the report on the performance and financial position of each of subsidiaries, associates and joint ventures is included in the consolidated financial statements of the Company forming part of this Annual Report.

ACCOUNTS OF SUBSIDIARY COMPANIES

Pursuant to applicable Accounting Standards on Consolidated Financial Statements and Financial Reporting issued by the ICAI and 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 provision of first proviso of Section 129(3) of the

Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014, the balance sheets of the Subsidiary Companies have not been attached to the Annual Report. However, Company is required to attach alongwith its financial statements a separate statement containing the salient features of financial statements of its subsidiaries in

Form AOC-1.

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 Annual Accounts of the subsidiary companies will also be kept for inspection by any member in the head 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 FY 2018-19 of all the subsidiary companies are available on the website of the Company i.e., www.omaxe.com

BUSINESS RESPONSIBILITY REPORT

As per Regulation 34 of the SEBI Listing Regulations, a Business Responsibility Report is annexed as Annexure II and forms part of this Annual Report.

CORPORATE SOCIAL RESPONSIBILTY (CSR)

The Board, upon the recommendation of the CSR Committee, adopted CSR Policy and initiated its implementation. The CSR Policy is available on the Companys website www. omaxe.com. During the period under consideration, the

Company had to spend an overall amount of Rs.2.08 crore towards CSR activity. The Company has spent Rs.0.43 Crore under National Employment through Apprentice Programme (NETAP) on CSR. NETAP is on the job training program offered by TeamLease Skill University which operates under

PPP model between AICTE (MHRD), CII & NDSC. NETAP is governed by the NEEM Notification (National Employability

Enhancement Mission) published in the gazette by AICTE as per the AICTE Act of 1987. Its purpose is to:-

Overcoming the current challenges of the Apprenticeship

Act.

Building skills of Unemployed youth through Learning by doing and Learning while earning.

Providing them with access to practical skills.

Building a matching infrastructure which connects the youth with the corporate skill requirements.

Though the Company had intended to spend entire CSR budget during this year, sufficient number of trainees could not be enrolled for NETAP training and hence the entire CSR budget could not be spent. This was because the enrollment as trainees under NETAP required fulfillment certain eligibility criteria like age restriction upto 35 years, having Aadhar card, bank account, etc. This restricted the number of people who could enroll under NETAP. However, the Company endeavors to train maximum number of people under its NETAP-CSR project.

The details pertaining to composition of CSR Committee are included in the Corporate Governance Report, which forms part of this Annual Report. The Annual Report on CSR activities is annexed as Annexure III.

POLICY ON SEXUAL HARASSMENT

The Company has Internal Complaints Committee (ICC) with

Ms. Nisha Sareen as (Presiding Officer), Mr. D.B.R. Srikanta

(Member), Mr. Virender K Singhal (Member), Ms. Sudha Sharma a member from a NGO, in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. All female employees are covered under the Policy. There was no complaint received from any employee during the FY 2018-

19 and hence no complaint is outstanding as on March 31, 2019 for redressal.

Directorate & KMP

During the period under Review, Mr. Gurnam Singh and Ms. Seema Salwan were appointed as Additional Independent Directors w.e.f. February 12, 2019 and April 4, 2019, respectively.

Further, Mr. Jai Bhagwan Goel resigned from the office of Director w.e.f. August 4, 2018. Mr. Srinivas Kankagiri and

Ms. Shruti Dvivedi Sodhi resigned from the position of Independent Director of the Company w.e.f. October 17, 2018 and December 6, 2018, respectively. The Board appreciates their valuable contribution to the Boards functioning during their tenure.

The appointment term of Mr. Rohtas Goel, Chairman and Managing Director was approved by the Members for five years i.e. 1st April, 2018 to 31st March, 2023.

Brief resume of the Director(s) recommended for approval of appointment / re-appointment at the 30th AGM of the Company and nature of expertise in specific functional areas and names of the Companies in which he/she holds Directorship and Membership/ Chairmanship of Committees of the Board, as stipulated under SEBI (Listing Obligations and Disclosures Requirements), 2015 are provided in the Corporate Governance Report which forms part of the Annual Report.

DIRECTORS AND OFFICERS INSURANCE (‘D AND O INSURANCE)

In terms of SEBI (LODR) (Amendment) Regulations,

2018, with effect from October 1, 2018, the top 500 Listed entities by market capitalization calculated as on March 31 of the preceding financial year, shall undertake Directors and Officers insurance (‘D and O insurance) for all their independent directors of such quantum and for such risks as may be determined by its board of directors.

The Board has already taken steps in this regard by taking

Directors and Officers insurance (‘D and O insurance) from

SBI General Insurance Company Limited.

BOARD AND ITS COMMITTEES

The Board, as on March 31, 2019 comprises 5 Members - 2 Executive Directors and 3 Non-executive Directors, of which 2 are Independent Directors & 1 Non-Independent Director. Ms. Seema Salwan was appointed as Non-executive Independent Director on April 4, 2019. During the period under review, your Directors met Five times. The maximum interval between two Meetings did not exceed 120 days, as prescribed in the Companies Act, 2013 and applicable Secretarial Standards. Details of number of meetings of Board and various Committees attended during the year by each Director/ Member is disclosed in the Corporate

Governance Report forming part of this Annual Report.

The Board, as on March 31, 2019 has seven Committees namely, Audit Committee, Nomination and Remuneration Committee, Corporate Social Responsibility Committee, Investor Grievances Cum Stakeholder Relationship

Committee, Risk Management Committee, Share / Debenture

Transfer Committee and Finance, Legal & Administrative Committee.

A detailed note on the composition of the Board, Committees including meetings, attendance thereat is provided in the Corporate Governance Report which forms part of this Annual Report.

Mr. Mohit Goel is Chief Executive Officer, the Chief Financial Officer of the Company and Ms. Shubha Singh is the Company Secretary. Ms. Vijayalaxmi, the Chief Operating Officer of the Company has resigned w.e.f. April 6, 2019.

COMPLIANCE OF THE SECREATARIAL STANDARDS ISSUED BY ICSI

The Board confirms that, during the period under review, the Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI) as amended from time to time.

DECLARATION BY INDEPENDENT DIRECTORS

As per the requirement of section 134(3)(d) of the Companies Act, 2013, the Company is required to attach the statement on declaration given by the Independent Directors under Section 149(6) with the Report. Your Company has received the said declaration from all the Independent Directors.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under section 134(5) of the Companies Act, 2013, with respect to Directors Responsibility

Statement, it is hereby confirmed that:

a. In the preparation of the annual accounts for the Financial Year ended March 31, 2019, the applicable Accounting Standards have been followed and there are no material departures; b. The Directors had selected such accounting 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 as on March 31, 2019 and of the profit of the Company for the year ended on that date;

c. The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

d. The Directors had prepared the financial statements of the Company for the Financial Year ended March 31, 2019 on a ‘going concern basis.

e. The Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

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

PARTICULARS OF EMPLOYEES

As required by the provisions of Section 197 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, details of the Employees are set out in Annexure IV.

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

The information required pursuant to Section 134(3)(m) of the Companies Act, 2013, read with Companies (Accounts) Rules, 2014 pertaining to Conservation of Energy, Research & Development, Technology Absorption are not applicable to the Company.

The earning in foreign currency is Rs.0.46 crore during the current FY as against Rs. 0.07 crore in previous year and expenditure in foreign currency is Rs. 0.46 crore during the current year as compared to Rs. 0.25 crore in the previous year.

INVESTOR RELATIONS

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 Redress System (SCORES). As a part of compliance, the Company has an Investor Grievance Committee to redress the issues relating to investors. It consists of three Members namely Mr. Gurnam Singh, Chairperson, Mr. Rohtas Goel and Mr. Sudip Bandyopadhyay, Members.

The details of this Committee are provided in 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 the National Stock Exchange of India Ltd. (NSE). Both these Stock Exchanges have nationwide terminals and therefore, shareholders/investors are not facing any difficulty in trading the shares of the Company from any part of the Country. The Company has paid annual listing fees for the FY 2018-19 to BSE and NSE and annual custody fees to National Securities Depository Limited and Central Depository Services (India) Limited.

CORPORATE GOVERNANCE REPORT

The Directors adhere to the requirements set out by the Securities and Exchange Board of Indias Corporate Governance practices and have implemented all the stipulations prescribed. Secretarial compliances, reporting, intimations etc. under the Companies Act, 2013, listing agreement(s) and other applicable laws, rules and regulations are noted in the Board/ Committee Meetings from time to time. The Company has implemented several best corporate governance practices as prevalent globally.

The Corporate Governance Report as stipulated under Regulation 34(3) and other applicable Regulations read with Part C of Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of this Report.

STATUTORY AUDITORS CERTIFICATE ON CORPORATE GOVERNANCE

The requisite Certificate the Company, M/s BSD & Co., Chartered Accountants, confirming compliance with the conditions of Corporate

Governance as stipulated under Regulation 34(3) and 53(f) read with Part E of Schedule V of the aforesaid Regulations, is attached and forms part of the Report.

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Report as required under Regulation 34(2)(e) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of this Report.

EXTRACT OF ANNUAL RETURN

Pursuant to Section 92 of the Companies Act, 2013 read with Rule 12 of The Companies (Management and Administration) Rules, 2014, the extract of Annual Return is attached herewith as Annexure V.

PARTICULARS OF CONTRACTS OR ARRANGEMENT wITH RELATED PARTIES

All contracts/arrangements/transaction entered into by the Company during the financial year with related parties were in the ordinary course of business and on arms length basis. During the year, the Company had not entered into any contract/ arrangement/transaction with the related parties which could be considered material in accordance with the Policy of the Company on materiality of related party transactions. The RPT Policy is available on the Companys website under the weblink https://www.omaxe.com/investor/ corporate-governance. Your Directors draw attention of the Members to Note no.49 of the financial statements which set out related party disclosure.

PARTICULARSOFLOANS,GUARANTEESORINVESTMENT

Your Company is engaged in the business of providing infrastructure facilities i.e. housing, real estate development etc. The provision of Section 186 of the Companies Act, 2013 are not applicable on the Company.

MATERIAL CHANGES AND COMMITMENT, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY

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

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

The details of the same are provided in Corporate Governance Report forming part of the Annual Report.

PERFORMANCE EVALUATION

SEBI (Listing Obligation & Disclosure Requirements) Regulation, 2015, mandates that the Board shall monitor and review the Board evaluation framework. The framework includes the evaluation of Directors on various parameters.

Companies Act, 2013 states that a formal annual evaluation needs to be made by the Board on its own performance and that of its Committees, Chairman of the Board and Individual Directors. Schedule IV of the Companies Act, 2013 states that the performance evaluation of independent Directors shall be done by the entire Board of Directors, excluding the Directors being evaluated.

The Company has adopted adequate Policy for the evaluation of its Director including independent Director and for the evaluation of the performance of Board and its Committee; the above referred evaluation has been made in accordance with the stated Policy.

DIRECTORS APPOINTMENT AND REMUNERATION POLICY

Pursuant to the provision of Section 178 of the Companies

Act 2013 and Regulation 19 of SEBI (Listing Obligation & Disclosure Requirements) Regulations, 2015 the Board of Directors on the recommendation of Nomination and Remuneration Committee has framed a Policy for the appointment of Directors and Senior Management and their remuneration which is available on the website of the Company under the weblink https://www.omaxe.com/ investor/corporate-governance.

The members of the Company, at the recommendation of Nomination and Remuneration Committee, Audit Committee and Board have approved payment of Commission of upto 1% of the Net Profits of the Company as calculated under Section 198, to the non-executive Directors of the Company, in each FY over a period of five 2018-19 to 2022-23. The Company has been paying pro-rata commission of Rs.5 lakh p.a. to each non-executive Director and shall continue to pay the same for FY 2019-20.

The details pertaining to composition of Nomination and Remuneration Committee are included in the Corporate Governance Report, which forms part of this Annual Report.

RISK MANAGEMENT POLICY

The Company has adopted the Risk Management Policy which is aimed at creating and protecting shareholders value by minimizing threats and losses and identifying and maximizing opportunities. Your Directors periodically review the risks associated with the business or threaten the prospect of the Company.

WHISTLE BLOWER POLICY

The Company has a vigil mechanism named as Whistle Blower Policy of the Company, an avenue to raise concern and access in good faith the Chairman of the Audit Committee which provide for adequate safeguard against victimization of person. The Policy on Whistle Blower Policy may be accessed on the Companys website.

DIVIDEND DISTRIBUTION POLICY

The Board based on the recommendations of the Audit Committee, approved Dividend Distribution Policy of the Company in accordance with SEBI (listing obligations and disclosure requirements) (second amendment) Regulations,

2016 dated 8th July, 2016. The Dividend Distribution Policy is attached as Annexure VI forms part of this Annual Report and is also available on the Companys website www.omaxe. com under the weblink https://www.omaxe.com/investor/ corporate-governance.

ACKNOWLEDGEMENT

Your Directors would like to express their sincere appreciation for assistance and co-operation received from the vendors and stakeholders including financial institutions, banks,

Central & State Government Authorities, other business associates, who have extended their valuable sustained support and encouragement during the year under review.

The relationship with the employees remained cordial during the year. Your Directors are thankful to the shareholders and customers for their continued patronage. Your Directors wish to place on record their appreciation for solidarity, cooperation and support of employees and all stakeholders.

CAUTIONARY STATEMENT

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

For and on behalf of the Board For Omaxe Limited

Sd/-

Rohtas Goel

(DIN: 00003735)

Chairman and Managing Director

Place: New Delhi

Date: May 27, 2019

REGISTERED OFFICE:

Shop No. 19-B, First Floor,

Omaxe Celebration Mall, Sohna Road,

Gurugram, Haryana-122001