Dear Members,
Your Directors have pleasure in presenting 49th Annual
Report of your Company together with the Audited Financial Statements for the financial
year ended 31st March, 2021.
FINANCIAL SUMMARY AND HIGHLIGHTS
(Rs. In Lacs)
Particulars |
STANDALONE |
CONSOLIDATED |
|
For the year ended March 31, |
For the year ended March 31, |
|
2021 |
2020 |
2021 |
2020 |
Revenue from operations |
22818.16 |
18707.11 |
23564.16 |
18707.10 |
Other Income |
1375.59 |
5340.73 |
1375.68 |
3525.07 |
Total income |
24193.75 |
24047.84 |
24939.84 |
22232.17 |
Expenses |
|
|
|
|
a) Cost of material consumed |
6380.97 |
5163.47 |
8007.58 |
7592.99 |
b) Purchases of stock in trade |
1396.30 |
856.35 |
1396.30 |
856.35 |
c) Change in inventories of finished goods, work in progress
and stock in trade |
(1236.70) |
1403.03 |
(4494.56) |
(3824.60) |
d) Excise duty expenses |
0.00 |
0.00 |
0.00 |
0.00 |
e) Employee benefit expenses |
1994.94 |
2235.49 |
2089.49 |
2372.61 |
f) Other expenses |
10487.85 |
9342.76 |
12146.33 |
10269.10 |
Total Expenses |
19023.36 |
19001.1 |
19145.14 |
17266.45 |
Profit before Depreciation, Finance Cost, exceptional items
and tax Expenses |
5170.39 |
5046.74 |
5794.7 |
4965.72 |
Depreciation and amortization expenses |
835.72 |
918.33 |
842.77 |
925.63 |
Profit before, Finance Cost, exceptional items and tax
Expenses |
4334.67 |
4128.41 |
4951.93 |
4040.09 |
Finance cost |
2168.61 |
2284.82 |
2511.81 |
2460.49 |
Profit before exceptional items and tax Expenses |
2166.06 |
1843.59 |
2440.12 |
1579.60 |
Exceptional Items |
0.00 |
0.00 |
0.00 |
0.00 |
Total profit before Tax |
2166.06 |
1843.59 |
2440.12 |
1579.60 |
Current Tax |
488.50 |
366.98 |
488.52 |
367.24 |
Deferred Tax |
581.130 |
(353.10) |
824.63 |
(363.67) |
Total Tax expenses |
1069.63 |
13.88 |
1313.15 |
3.57 |
Profit/Loss for the year |
1039.29 |
1784.84 |
1522.74 |
1583.62 |
Total comprehensive income for the period |
978.11 |
1001.26 |
1033.16 |
739.18 |
Earning per equity share Basic earnings (Loss) per share from
continuing and discontinued operations |
1.02 |
0.56 |
1.07 |
0.78 |
Diluted earnings (Loss) per share from continuing and
discontinued operations |
1.02 |
0.56 |
1.07 |
0.78 |
Note: Previous year's figures have been regrouped / reclassified
wherever necessary
GLOBAL HEALTH PANDEMIC FROM COVID-19
The global COVID-19 pandemic, which has impacted the Indian and World
economy, during the year, the pandemic continued to disrupt to the sectors that we operate
in. The lockdown, halted most of the construction activity in the country and accordingly
our Company's operations were impacted including the manufacturing operations and the
factories of the Company. However during the year, local authorities have permitted the
construction activities at almost all our project locations and factories while ensuring
that all safety measures as set out by the Government are being adhered to. The Company
continues to monitor the situation carefully and took appropriate steps as necessary.
The Company has taken appropriate steps including Work from Home policy
to ensure safety and health of the Company's employees at Head office and other locations
and has a secure system to access the servers to the authorised persons, including
internal and statutory auditors. The physical and emotional wellbeing of employees
continues to be a top priority for the Company, with several initiatives to support
employees and their families during the pandemic.
STATE OF COMPANY'S AFFAIRS
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.
The company has changed name of company to OM Infra Ltd to give a more
focused domain and represent the business which the company is primarily in Metal was
giving some sort of misrepresentation to all the business and shareholder community .
Consolidated
The Company has reported consolidated revenue from operations Rs.
23564.160 Lakhs as against Rs. 18707.10 Lakhs in the previous year and Profit before Tax
(PBT) of Rs.2440.12 Lakhs, as against Rs. 1579.60 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 22818.16
Lakhs as against Rs. 18707.11 Lakhs in the previous year and a Profit before Tax (PBT) of
Rs.2166.06 Lakhs, as against Rs. 1843.59 Lakhs in the previous year.
DIVISIONAL ANALYSIS Engineering Division
The Turnover of this division (including joint controlled operations)
this year is Rs. 22198.49 lakhs and profit (PBT) is Rs. 2728.66 lakhs as against Turnover
of 17411.40 lakhs & profit (PBT) is Rs. 4288.02 lakhs in the last year.
The Engineering Division focuses on turnkey engineering procurement and
construction contracts in Hydro Mechanical projects, Irrigation projects, Canal & Dams
projects. The EPC contracts work include civil construction, designing, engineering,
procurement, fabrication, manufacturing, supply, installation, commissioning and
operations & maintenance. Company has successfully executed more than 60 Civil and
Hydro-mechanical contracts for Hydro-power & Irrigation projects across the country
and abroad. Currently working on 17 construction projects with total outstanding
unexecuted contract value of Rs 1864 crores (OMIL Share). These projects are across
multiple states (Gujarat, Uttar Pradesh, Madhya Pradesh, Uttarakhand, Himachal Pradesh,
Jharkhand, Tamil Nadu, Arunachal Pradesh, Punjab and Rajasthan) and three international
locations (two projects in Africa and one project in Nepal). Company's largest contract -
Isarda Dam project (Rs 550 Crore pre GST ) has gathered pace; revenue booking already
started and shapurkhandi Punjab (Rs.554 cr) also started generating revenue and is another
big milestone in Company's order book. Revenue booking at other new Hydro Mechanical
contracts, Arun-3 (Nepal) and Amravati (Maharastra), Chitakurdiis going to take pace in a
larger way from next year (2021-22). Africa Irrigation projects are progressing smoothly.
Pace of execution of these projects has been better with completion expected by next FY
(2020-21).
In Tapovan Vishnugarh project, Company has won arbitration award of Rs
53 crore and NTPC has accordingly deposited the money in court and challenged the award in
Hon'ble High court. The final disposal of NTPC appeal in our favour in Hon'ble High court
is expected. In recent glacier burst the project is damaged and we are estimating loss and
its unfortunate that we have lost some lives of human resource there and some are missing
. The insurance claim matter is being taken up thru legal judicial process .
Orders received during the Year:
1. Shapurkhandi Punjab for INR 621 crores from Water Resource
Department, Government of Punjab.
Real Estate Division
The Company is also engaged in Development of Real Estate projects. Two
Real Estate projects are under progress across Jaipur, Kota with sellable area of over a
Million sq ft and one is in planning stage at Mumbai with the total expected saleable area
over 2.5 lakh sq ft ( Om's share). The structure completion of project in Jaipur and Kota
is almost complete and approval from local authority is awaited. Considering that the
reality market to do considerably well, the company expects about Rs 5 billion
revenue and unrealized cash inflow from both the projects.
The Turnover of this division this year is 3.20 Lakhs and loss (PBT) is
-117.8 against Turnover of NIL & Loss (PBT) was Rs.-109.32 lakhs in the last year.
There is a potential realizable value of Land Bank/ developable/under
development area in Company/subsidiary/Joint Venture.
Execution road map for real estate projects and revenue recognition
Project |
Location |
Partner |
Project Type |
# of Units |
Project Area Sa.ft. (Approx) (OMIL Share) |
Meadows |
Kota |
- |
Housing |
340 |
4,45,972 |
Pallacia |
Jaipur |
- |
Housing |
152 |
6,46,150 |
Bandra Reclamation - Mhada |
Mumbai |
DB Realty & Others |
Housing |
- |
2,50,000 |
Total |
|
|
|
|
13,75,000 |
Real Estate Project |
Sold in sq.ft. |
Unsold in sq.ft. |
Total realisable value of revenue (Rs Cr) |
Consideration of sold units (Rs Cr ) |
Total revenue realizable for unsold units
(Rs Cr) |
Om Meadows |
1,85,500 |
2,60,472 |
107 |
42 |
65 |
Palacia |
2,51,530 |
3,94,620 |
646 |
210 |
436 |
Bandra Reclamation - Mhada |
- |
2,50,000 |
750 |
0 |
750 |
Total |
|
|
1,523 |
249 |
1251 |
. Note: Bandra Mhada Project - tentative as per finalization of drawing
plan and FSI approval and subject to market conditions and revenue is purely estimated
. The revenue projects are subjected to growth in real estate markets
and sale of units and FSI approval (at decided rate and time)
Key Land Bank
Location |
Sq. Mtrs. |
Key Location Advantage |
Faridabad |
8,000 |
Located on main Mathura Road, New Delhi |
VKIA Jaipur |
4,000 |
In Industrial Area at Prime Location- total,(land portion sub
divided in smaller lots and sale of some plots executed) |
Kota (Institutional/ commercial Land) |
40,000 |
In the centre of Kota City |
Location |
Sq. Mtrs. |
Key Location Advantage |
Jaipur |
3,800 |
In the prime commercial location of Jaipur City |
TOTAL |
55,800 |
|
The agreement to sale for Jaipur Hotel (Om Tower) was done during
Q3FY19. Major amount had already been received as an advance. Conveyance deed is pending
but the possession of hotel for business operation has been given to buyer in April 2021._
In the MHADA project, company is exploring the construction of
commercial spaces and in talks with Architects /Govt agencies and other prominent
developers for construction post FSI approval and Design and drawing approval. Claim for
delay in project from MHADA is in arbitration process..
Other Infrastructure Division
Other Infrastructure division of the Company includes revenue from
packaging, etc.
The Turnover of this division this year is Rs. 616.47 lakhs as against
Rs. 1295.71 Lakhs of previous year and reported loss (PBT) of Rs. -444.81 Lakhs as against
-50.29 Lakhs of previous year
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 has sold 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 SPV's
and has 50% stake in each.
Company has taken approval from FCI to hold 99 % in two projects and
dilute its majority stake in other two projects.
In Gujarat and Bihar Silo projects - Ground breaking & civil
structures work at both the projects are in progress. Company is hopeful to achieve
Financial closure soon and COD in next 24 months.
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. Government's need of revival in capex cycle and infrastructure
development would remain conducive for achieving the growth aspirations of the Company
with reduced EMD and PBG in tender and contracts.
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 India's 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.
Focus on tapping huge potential in Hydro Electric Power, River
Linking and irrigation by capitalizing on the government's plans of accelerating
infrastructure projects
Company is also focused on better operational efficiencies which
would help in further margins improvement with a better recognition post name change
FY22 seems and likely to be much better as compared to FY21 in
terms of execution of projects at both domestic and international sites leading to higher
revenue recognition and FY22 is expected to witness handsome growth
CHANGES IN NATURE OF BUSINESS, IF ANY
There have been no changes in the business carried on by the Company or
its subsidiaries. DIVIDEND:
The Board of Director of your Company is pleased to Recommend a
Dividend of Rs 0.40 per Equity share of the Face Value of Rs. 1 each (@ 40%), 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.
Board has proposed 40% dividend in current fiscal to celebrate the Golden Jubilee of the
Company. The name change of Company is likely to represent more in terms of its strength,
domain and core competence.
The total outflow, on account of equity dividend, will be 385.22
Lakhs-via-a-via Rs. 192.61 Lakhs for the Financial year 2019-20.
AMOUNT, IF ANY, WHICH THE BOARD PROPOSES TO CARRY TO ANY RESERVES.
Appropriations to general reserve for the financial year ended March
31, 2021 as per standalone financial statements are as under:
(In Lakhs)
Net profit for the year |
1039.28 |
Balance of Reserve at the beginning of the year |
2450 |
Transfer to General Reserve |
-- |
Balance of Reserve at the end of the year |
2450 |
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, 2021 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 JV/Associate Company.
Pursuant to provisions of Section 129(3) of the Act, a statement
containing salient features of the financial statements of the Company's subsidiaries in
Form AOC-1 is attached to the financial statements of the Company as Annexure II.
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 policy on determining material subsidiaries may be accessed on the
website of the Company at http://www.ommetals.com/#/policies and Om Metals Consortium
Private Limited has ceased to become material subsidiary of the Company. M/s Worship
Infraprojects Private Limited has became the material subsidiary of the Company w.e.f
1.04.2021
Apart from this, your Company funded its subsidiaries/JV's, 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
Rs1.3bnappx. After completion of structure of building, last mile land scaping, value
addition, interior and finishing work is going on in full swing as per policies/bye laws
and within legal framework.
HIGH TERRACE REALTY PRIVATE LIMITED( FORMALLY KNOWN AS OM METALS REAL
ESTATE PRIVATE LIMITED)- This wholly owned Subsidiary Company formerly known as Om
Metals Real Estate Private Limited is holding stakes in different SPV's and different
subsidiaries for different projects in different locations. Majority of the inventory held
by the SPV's has been sold and SPV have refunded back the sum advanced by High Terrace
Realty Private Limited and consequently High Terrace Realty Private Limited refunded the
entire sum advanced by Om Infra Limited.
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 there our as well as of Govt. of Pondicherry claims remain unconsidered.
WORSHIP INFRAPROJECTS PRIVATE LIMITED (earlier known as OM METALS SPML
INFRAPROJECTS PVT LTD) - This is wholly owned Subsidiary Company. The Company had
Completed 457 Cr Kalisindh Dam project in this SPV earned qualification of dam
construction. This company was made wholly owned subsidiary of Om Infra limited and this
company in JV with Om Infra Limited has secured a work contract of Isarda dam in Rajasthan
worth Rs550cr and the progress of the project is good.
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 executea 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 Infra
Limited 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 Infra 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.
Company has got interim relief which it sought under section 17
of arbitration act from Arbitrator in its road SPV (Special Purpose Vehicle) project -
Bhilwara Jaipur Toll Road Pvt. Ltd
The Arbitrator after due hearings under section 17 of
arbitration act in this case issued an award on Oct 30, 2019 directing the PWD - Rajasthan
Govt to deposit Rs 191 crore in escrow account and take back the possession of state
highway but PWD have preferred appeal in commercial court in Rajasthan against the interim
award.
State Govt has now taken over the road on 15 June 2021 in
compliance of High court order dated 12.10.20 by making partial payment of Rs.15.79 cr and
started collecting toll thru its agency RSRDC - our outgoing in debt servicing is relaxed
as of now.
Regular arbitration proceedings as per Arbitration act is going
on and claim of termination payment of Rs 378 crore (other than debt due )is in process of
hearings
As per termination of Concession Agreement, the State Govt of
Rajasthan is liable to pay termination payment which includes debt due and 150% of the
adjusted equity as per clause in concession agreement but PWD's appeal in commercial court
is pending for hearing. We are awaiting positive development soon.
GURHA THERMAL POWER COMPANY LIMITED- This company as a 50% JV of Om
Infra has a lignite based thermal project in Rajasthan. Due to abnormal delay at the end
of Government, The Company have intimated its stand of terminating the project from its
side. Our compensation and claim is pending for decision in Tribunal.
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.
PARTNERSHIPS /JV's:
OM METALS CONSORTIUM (Partnership firm) - This prestigious
partnership firm for development of SRA project in Bandra Reclamation facing Bandra- Worli
Sea Link has completed the construction of the temporary transit camp.
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 mnsqft(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 completed and our last leg of some payment is pending and BG's are requested to
be released.
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 project is almost completed and our last leg
of some payment is pending and BG's are requested to be released.
WEST BENGAL LOGISTIC PRIVATE LIMITED- This SPV was incorporated for
the development of silo for storing wheat for FCI. We have got approval from FCI to dilute
our majority stake in this company.The other JV partner is fully looking into this
project.
UTTAR PRADESH LOGISTIC PRIVATE LIMITED- This SPV was incorporated
for the development of silo for storing wheat for FCI. We have got approval from FCI to
dilute our majority stake in this Company. The other JV partner is fully looking into this
project.
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 developing project for the
Construction of Isarda Dam across Banas RiverinTonk District and Om infra Ltd is executing
the contract on sub contract basis on arms length pricing.
OMIL JV : The water resource deptt ,Punjab has allotted a work
contract of Rs.554 cr in this JV where Om infra has a majority stake and this JV has sub
contracted the work to Om infra Ltd on arms length basis .
OMIL JWIL VKMCPL JV - This JV has been allotted the contract at
Madhya Pradesh and Om infra has majority stake and the JV is developing the project and
Jindal water is responsibly executing the project on arms length basis.
Om Metal SPML JV ( Ghana) - This Jv has been executing the project
in Africa, Ghana and the project is in last leg of completion. Om Infra is taking the lead
in execution of the project
Om Metal SPML Joint venture ( Rwanda) - This Jv has been executing
the project in Africa , rwanda and the project is in advanced stage of completion. Om
Infra is taking the lead in execution of the project .
Subsidiaries/Associates of High Terrace Realty Private Limited formerly
known as Om Metals Real Estate Private Limited (Wholly owned subsidiary of the Company):
ULTRAWAVE PROJECTS PRIVATE LIMITED - This Company formerly known as
Om Metals Infotech Pvt Ltd 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 some plots has been sold.
MEGA EQUITAS PRIVATE LIMITED - This Company formerly known as Om
Metals Developrs Private Limited 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 project is sold out.
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 2020-21,
together with the Auditors' Report form part of this Annual Report.
Companies which became / ceased to be Company's Subsidiaries, Joint
Ventures or Associate Companies:
Companies which have become subsidiaries, Joint Ventures or
Associate Companies during the financial year 2020-21:
OMIL JV
Companies which has ceased to be the Subsidiaries/Step
Subsidiary, Joint Ventures or Associate Companies during the financial year 2020-21:
NIL
MATERIAL CHANGES AND COMMITMENTS, IF ANY, BETWEEN BALANCE SHEET DATE
AND DATE OF DIRECTORS' REPORT
There were 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, other than those
disclosed in this report and The outbreak of corona virus (COVID-19) pandemic globally and
in India is causing significant disturbance and slowdown of economic activity. Operations
and revenue have been impacted due to COVID-19.
Details of Acquisitions made after Balance Sheet Date and before Date
of Director's Report:
1. The Company has acquired additional 49% shareholding of M/s Bihar
Logistics Private Limited by way of acquisition of Equity Shares, thereby making it as 99
% subsidiary company.
2. The Company has Acquire additional 24.99 % shareholding of M/s
Gujrat Warehousing Private Limited by way of acquisition of equity shares, thereby making
it as 99 % subsidiary 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 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 2020-21, the Company has transferred Rs.
28,055.00 unclaimed and unpaid dividends to the IEPF Fund.
Further, 12,063 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 2020-21 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 Company
www.ommetals.com.
Further information related to IEPF and details of Nodal and deputy
Nodal officer were disclosed in Corporate Governance Report forming part of this Annual
Report.
MEETINGS OF THE BOARD OF DIRECTORS
Six 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 180 days, as per
extension issued by Ministry of Corporate affairs and SEBI.
The Ministry of Corporate Affairs ("MCA") vide its General
Circular No. 11/2020 dated 24th March, 2020 and SEBI vide circular No.
SEBI/HO/CFD/CMD1/CIR/P/2020/38 dated March 19, 2020 has extended gap between two
consecutive meetings of the Board to 180 days during the Quarter - April to June 2020 and
Quarter - July to September, 2020, instead of 120 days as required in the Companies Act
2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
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 Company's internal financial controls were adequate and effective
during the financial year 2020-21.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
The constitution of Board of Directors and KMP of the Company during
the year 2020-21 is as under:
S. Name No. |
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 |
Vice Chairman |
02/09/2020 |
22/08/2014 |
- |
3. Shri Vikas Kothari |
Managing Director & CEO |
02/09/2020 |
28/03/2015 |
- |
4. *Shri Gopi Raman Sharma |
Independent Director |
30/09/2016 |
11/03/2016 |
- |
5. **Shri Naresh Kumar Paliwal |
Independent Director |
GN='RIGHT'>29/09/2018 |
20/04/2018 |
03/06/2020 (Resignation) |
6. Smt. Saloni Kala |
Independent Director |
29/09/2020 |
14/02/2020 |
- |
7. ***Shri Vaibhav Jain |
Independent Director |
29/09/2020 |
02/09/2020 |
|
8. Shri Sunil Kumar Jain |
Chief Financial Officer |
28/03/2015 |
01/04/2009 |
- |
9. Smt. Reena Jain |
Company Secretary |
- |
03/03/2008 |
- |
* Shri Gopi Raman Sharma was Re-appointed as a Non-Executive
Independent Director of the Company in the Extraordinary General meeting of the Company
held on 10th March, 2021 for a further term not exceeding Five (5) consecutive
years from 11th March, 2021 to 10th March, 2026.
** Mr. Naresh Kumar Paliwal has resigned from the post of directorship
w.e.f. 03rd June, 2020.
*** Appointment of Mr. Vaibhav Jain w.e.f. 2nd September,
2020.
The Board on the recommendation of Nomination and Remuneration
Committee appointed Mr. Vaibhav jain 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 2019-20.
Mr. Vaibhav Jain is experienced technocrat with diversified business
and job experience in Operations, finance, Business Development, etc in fields such as
Manufacturing, Trading, Greenfield EPC, Contract management in various industries like
Power, Water, Construction, IT etc. He has an experience of around 10 years and has the
exposure to the various aspects of companies. He has worked as a business analyst on
multiple UD Fed Govt IT projects .He has the ability to understand the business sense at
the core. He holds a Bachelors' Degree Technology from the University of Rajasthan and a
Masters degree from Duke University, United States.
Shri Gopi Raman Sharma on the recommendation of the Nomination and
Remuneration Committee and the Board was Re-appointed as a Non-Executive Independent
Director of the Company in the Extra-ordinary General meeting of the Company held on 10th
March, 2021 for a further term not exceeding Five (5) consecutive years from 11th March,
2021 to 10th March, 2026.
Shri Gopi Raman Sharma holds a degree in MBA, LLB, LLM
&M.Sc.(Hons.) in Dairy Technology and has immense knowledge & experience in the
field of Banking, Finance, Legal and Social Welfare; He has been Vice Chairman of ANaRDe
Rural Support Programme of India. He had extended legal services to the various Banks and
Corporates. He has been associated with various Committees with RBI and NABARD and has
rich experience in Nationalized and Development Banks. His specific skills and his
participation in the Board/Committee deliberations helps the Board and the Company in
attaining its objectives.
In terms of Section 152 of the Companies Act, 2013 Mr. Sunil Kothari
shall retire at the ensuing Annual General Meeting and being eligible, offer himself for
re-appointment.
In the opinion of the Board, all our Independent Directors possess
requisite qualifications, experience, expertise and hold high standards of integrity for
the purpose of Rule 8(5)(iiia) of the Companies (Accounts) Rules, 2014. List of key
skills, expertise and core competencies of the Board, including the Independent Directors,
is provided in the Corporate Governance report forming part of this Annual Report.
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 and also on compliance of
Code of Conduct for directors and senior management personnel.
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.
During the year under review, the non-executive directors of the
Company had no pecuniary relationship or transactions with the Company, other than sitting
fees, and reimbursement of expenses, if any.
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, frequency of meetings and
time allocated for discussions at 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 non-independent 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. Performance
evaluation of independent directors was done by the entire Board, excluding the
independent director being evaluated.
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 company's 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 Company's
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. Saloni Kala |
Member |
Non Executive Independent Director |
Mr. Vaibhav Jain* |
Member |
Non Executive Independent Director |
Mr. Naresh Kumar Paliwal** |
Member |
Non Executive Independent Director |
Mr. Vaibhav Jain was appointed as Independent Director of the
Company w.e.f. 2nd September, 2020 and he was also appointed as the member of
the Nomination and Remuneration Committee from the same date.
**Mr. Naresh Kumar Paliwal has resigned from the post of directorship
w.e.f. 03rd June, 2020 and ceased to be 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 Director's Report.
The Nomination and Remuneration Policy of the Company forms part of
this report as Annexure IV and the same is being uploaded on the Company's 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
behaviour, 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 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) in
respect 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. Sunil Kothari |
Member |
Executive Director |
Mrs. Saloni Kala |
Member |
Non Executive Independent Director |
Mr. Vaibhav Jain* |
Member |
Non Executive Independent Director |
Mr. Naresh Kumar Paliwal** |
Member |
Non Executive Independent Director |
* Mr. Vaibhav Jain was appointed as Independent Director of the Company
w.e.f. 2nd September, 2020 and he was also appointed as the member of the Audit
Committee from the same date.
** Mr. Naresh Kumar Paliwal has resigned from the post of directorship
w.e.f. 03rd June, 2020 and ceased to be the member of the Audit Committee from the same
date.
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 part of the Director's Report.
AUDITORS
Statutory Auditors
At the AGM held in the year 2017, M/S Mahipal Jain & Co., Chartered
Accountants (Registration No.007284C) was appointed as statutory auditors of the Company
for a term of 5 years from the financial year 2017-18. 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, 2021 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, 2021 contain with the qualification/reservation/adverse
remark/ disclaimer which are replied by the Board of Directors hereunder:
Auditors Remark -1
In the standalone financial statements, the Company's non-current
investments as at 31 March 2021 include investments aggregating Rs. 488.45 Lacs in a
subsidiary; 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. Further we have received unaudited Financial
Statements of Subsidiary for the year ended on 31.03.2021.
The recoverability of the said investment is in doubtful in our
opinion.
Such matter is pending and reported since 31.03.2019.
Board's Resolve-
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
In the standalone financial statements, the Company's non-current
investments as at 31 March 2021 include investments aggregating Rs. 5187.20 Lacs and
advances of Rs. 10992. 68 Lacs (P.y. 10702.18 Lacs) as well as non-current in two joint
ventures & one associates namely Gurha Thermal Power Company Ltd., Sanmati Infra
Developers Pvt. Ltd. and Bhilwara Jaipur Toll Road Private Limited ; being considered good
and recoverable by the management considering the factors stated in the aforesaid note.
Both joint ventures has filed termination to their respective authority
and claimed the amount invested and termination payments as per concession agreement. But
company's 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 diminishing of investment and
loans. No Interest has been provided by the company on advances grant to two joint
ventures during the year.
Board's Reply-
Such amount will be recovered once the claim filed by joint ventures
get settled.
Auditors Remark - 3
Financial Statements includes financial statements of one overseas
branch and one joint ventures, whose financial statements reflect total assets of one
branch Rs.512.22 Lacs as at 31 March 2021, and total revenues of Rs. 0.00 and Net Loss of
one branch and one joint ventures of Rs.196.53 Lacs for the year ended on that date, as
considered in these standalone financial statements. The Company had prepared separate set
of statutory financial statements of these branch and joint ventures for the years ended
31 March 2021 in accordance with accounting principles generally accepted in India.
Audited financial statements of such entities are not made available to us. Our opinion in
respect of these joint ventures and branch is qualified in respect of this matter.
Board's Reply-
Such Balance sheets cannot be audited because pandemic and covid 19. We
will get these audited after pandemic position gets better.
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, 2021
is enclosed as Annexure V to this Report. There are no qualifications, reservations or
adverse remarks made by the Secretarial Auditor in his report.
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 - VII to the Board's 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, 2022 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 2021-22 along with a certificate confirming their
Independence and Arm's 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 FY21, 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 2021-22 is to be placed before the shareholders at the ensuing 49th
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 and provide for adequate safeguards against
victimization of director(s) / employee(s) who avail of the mechanism. 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 Company's
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 company's continued existence.
Organizational responsibilities and tools
Regular risk analyses at the corporate level are conducted by OMIL's
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 Company 'Om Infra Limited', being engaged in infrastructural
business is exempted from the provisions of Section 186 of the Companies Act, 2013 related
to a loan made, guarantee given or security provided, however 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 arm's length basis and were in the ordinary course of business
and approval of the Audit Committee, Board of Directors & Shareholders was obtained
wherever required.
The particulars of contracts or arrangements with related parties
referred to in Section 188(1) and applicable rules of the Companies Act, 2013 in Form
AOC-2 is provided as Annexure VI to this Annual Report.
There are no person(s) or entities forming part of the
Promoter(s)/Promoter(s) Group which individually directly hold 10% or more shareholding in
the Company except T C Kothari & Family Trust, which is holding 11.85% shareholding in
the Company.
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 half year ended 30 September, 2020 and March 31, 2021.
The Policy on materiality of related party transactions and dealing
with related party transactions as approved by the Board may be accessed on the Company's
website at the link: http://www.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* |
Mrs. Saloni Kala |
Member |
Mr. Vikas Kothari |
Member |
Mr. Sunil Kothari |
Member |
* Mrs. Saloni Kala ceased to be Chairman w.r.f 31.03.2021 and Mr. Gopi
Raman Sharma became Chairman w.e.f. 01.04.2021
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
Director's Report.
ANNUAL RETURN
In accordance with section 134(3)(a) and section 92(3) of the Act, an
Annual Return as at 31 March 2021 in Form MGT7 is posted on website of the Company. Annual
Return pursuant to applicable provisions of the Act is posted in section of investors,
corporate governance on the Company's website or link https://www.ommetals.com/#/agm
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 IVB 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 termsof remuneration drawnisalsogiven in ANNEXURE
IV B
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
HOD's with responsibility via Power of Attorney granted to them and these are directly
responsible for compliances:
S. Name Of HOD/ Authorized Person No. |
Division/ Department/ Project |
1. Mr. Deepak Jain/Rakesh Tewari |
Human Resources |
2. Mr. Kunti Lal Jain |
Income Tax |
3. Mr. Sunil Kumar Jain |
Banking (debt raising only) |
4. Mr. D.S. Rawat- Sr manager Finance and audit |
TDS, GST, Finance & Audit |
5. Mr. V.K. Gupta - GM Finance |
Goods and Service Tax/ EPCG /Custom duty |
6. Mr. Vijay Kumar nama |
Ujjain Project |
7. Mr. Manish sood |
Gujarat SSNL Project |
8. Mr. A Gogia |
Kopili Project |
9. Mr. Padam Jain |
Om Realty Division |
10. Mr. J V Sarkar |
Vyasi Project |
11. Mr. Sanjay data |
Om Pack Division |
12. Mr. Anand Ramnathan |
Ghana |
13. Mr. Rahul Tripathi |
Rwanda |
14. Mr. Sarvananan D |
Kundatamilnadu |
15. Mr. Swarup Ghosh |
Arun-3,Nepal |
16. Mr. Farukh |
Rampur |
17. Mr. Robin Krishna |
Hotel Om Tower |
18. Mr. Raju Lal sharma |
Amravati |
19. Mr. A K Roy |
Kameng Site |
20. Mr. Mukesh Kaushik |
Sale Tax,Vat and GST, Commercial Tax purpose |
21. Mr. Vivek Gupta |
Shapurkhandi Punjab |
22. Mr. Ashok Upadhyaya |
Isarda |
PERSONNEL
The Labour Management relation has been cordial during the year under
review.
HUMAN RESOURCES MANAGEMENT
Our professionals are our most important assets. We are committed to
hiring and retaining the best talent and being among the industry's leading employers. For
this, we focus on promoting a collaborative, transparent and participative organization
culture, and rewarding merit and sustained high performance. Our human resource management
focuses on allowing our employees to develop their skills, grow in their career and
navigate their next.
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, 2021 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,
2021 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 2021-22 have been paid.
CREDIT RATING
During the year under review, CARE has downgraded your Company's credit
ratings as below:
FACILITY |
RATING |
Long term Bank Facilities |
CARE BBB-; Stable (Triple B Minus; Outlook: Stable) |
Long term/Short term Bank Facilities |
CARE BBB-; Stable/ CARE A3 (Triple B Minus; Outlook: Stable/
A Three) |
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
Company's 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 2020-21.
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 Company's 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.
The Audit Committee regularly reviews the adequacy and effectiveness of
the internal controls and internal audit function.
BUSINESS RESPONSIBILITY REPORT
Regulation 34(2) of the Listing Regulations provides that the Annual
Report of the Top 1000 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 1000 listed entities as
per market capitalization as on March 31, 2021, the Business Responsibility Report for the
financial year 2020-2021 does not form a part of the Annual Report.
CORPORATE GOVERNANCE
The 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. The income tax raid / investigation conducted in July 2020 is under
appraisal and the proceedings are in progress.
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.
The Company has received an unsecured Loan of Rs. 307 Lacs from Mr.
Sunil Kothari, Director of the Company during the Financial Year 2020-21 and Mr. Sunil
Kothari has submitted a declaration in writing that the amount is not being given out of
funds gathered or collected by borrowing or accepting loans or deposits from others and
hence the Loan received is not treated as deposit under Section 73 and 74 of Companies
Act, 2013 read with the Companies (Acceptance of Deposits) Rule, 2014.
ACKNOWLEDGEMENTS
Your Directors deeply appreciate the valuable co-operation and
continued support extended by the Company's Bankers, Financial Institutions, Government
agencies, Collaborators, Stockiest, Dealers, Business Associates, and also the
contribution of all employees to the Company.
The Directors mourn the loss of life due to COVID-19 pandemic and are
deeply grateful and have immense respect for every person who risked their life and safety
to fight this pandemic.
The Directors appreciate and value the contribution made by every
member of the Om family.
|
On Behalf of the Board of Directors |
|
Date: 30th June, 2021 |
|
|
Place: Delhi |
Dharam Prakash Kothari |
Vikas Kothari |
|
(Chairman) |
(Managing Director & CEO) |
|
DIN:00035298 |
DIN:00223868 |
|