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Directors Report of OM Metals Infraprojects Ltd.

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting 43"1 Annual Report of your Company together with the Audited Financial Statement and the Auditor's Report thereon for the financial year ended 3 Is'March, 2015,

Financial Highlights (Rs. In Lacs)

Paticles 2014-2015 2013-2014 11.13

Revenue from opreations 22205.19 33332.51

Total expenditor before finance cost, depreciation 18150.33 27519.38

Earings before interest, tax depreciation and amortisation 4054.86 5813.13 (EBITDA)

Other income (net) 1634.31 605.99

Finance charges 1355.84 911.13

Depreciation and amortization expense 854.68 770.10

Profit before Exceptional Items and Tax 3478.65 4737.89

Profit before tax 3478.65 4737.89

Provision for Tax 573.29 911.84

Net Profit After Tax 2905.36 3826.05

Balance of Profit brought forward 23730.98 20285.26

Balance available for appropriation 26636.34 24111.31

Adjustment related to Fixed Assets 72.25 0

Amount transferred to Revaluation Reserve due to excess Reversal in Previous Years 4.83 0

Proposed Dividend on Equity Shares 192.61 192.60

Tax on proposed Dividend 39.44 32.73

Transfer to General Reserve 155.00 155.00

Surplus carried to Balance Sheet 26172.21 23730.98

State of Company's Affairs and Future Outlook

The strength of your Company lies in identification, execution and successful implementation of the projects in the infrastructure space. To strengthen the long-term projects and ensuring sustainable growth in assets and revenue, it is important for your Company to evaluate various opportunities in the different business verticals in which your Company operates. Your Company currently has several projects under implementation and continues to explore newer opportunities, both domestic and international. Your Board of Directors considers this to be in strategic interest of the Company and believe that this will greatly enhance the long-term shareholders' value.

At present your Company operates in three business sectors- Heavy Engineering cum construction, Real Estate and Infrastructure Projects and is actively exploring some new opportunities for diversifying in Industrial manufacturing, Oil and Gas, packaging products, Food and Agri warehousing and other allied potential scalable industries.

The Company has reported a Profit before Tax (PBT) of Rs.3479 Lacs, as against Rs.4738 Lacs in the previous year.

DIVISIONAL ANALYSIS

ENGINEERING DIVISION

The Turnover of this division this year is Rs. 22345.55 Lacs and profit is Rs 2633.36 Lacs as against Turnover of Rs. 29247 Lacs & profit is Rs. 3502 Lakhs in the last year.

The Engineering Division focuses on turnkey engineering procurement and construction contracts for Hydro mechanical equipment for Hydro Power and Irrigation projects. The Company post qualification in civil work for dam will qualify for complete EPC for dam except EM package and shall address a larger share of hydro power project. This is a feat for diversifying in the civil construction space and the Company will not have to take recourse to civil companies for meeting PQ norms for bidding in civil space. The Company is now all geared up to encase the burgeoning opportunities in executing complete EPC contract in the space of H M components and civil structure. The projects in Hydro power space involve multifarious activities viz. civil construction, electromechanical component and Hydro mechanical equipments. The Company has executed over 60 Hydro- Mechanical turnkey projects in power and irrigation. Recently the Company has executed designing to commissioning of one of the world's largest vertical lift gates at Koldam Hydro electric project in Himachal Pradesh. The Company has also mobilized machinery and manpower on a treacherous, mountainous and difficult terrain for execution of the Uri Hydro electric Project at Baramula, Srinagar (8-9 Kms from Indo- Pak border). The company also doing EPC for road project and this will further increase the addressing area in infra space.

REAL ESTATE. HOTELS AND MULTIPLEX

The Turnover of this division this year is Rs. 1544 Lacs and profit is Rs.272 Lacs against Turnover of Rs.2149 Lacs & profit is Rs.324 Lacs in the last year.

There being potential realizable value of Land Bank/developable/under development area in Company /subsidiary /step subsidiary. Recently The Company has four realty projects in Mumbai, Jaipur, Hyderabad and Kota.

Mumbai Project:

A redevelopment project of MH ADA in partnership under Om Metals Consortium (OMC) where OMIL holds 17.5 % stake. Other developmental, partners in the consortium are DB Realty Group , wSPML Infra, Morya Housing, and Mahima developers. This multi-storied residential project is spread across 6 acres and entitled to FSI which translate into appx 1.2 ran sqft(subjected to all Govt clearances ).A premium of additional FSI available shall be paid by OMC.

OMC has done a JV with DB realty for this project where DB realty would be incurring 100% cost for the development and transfer 50% of salable area (i.e. 0,6 mn sqft after transferring 0.2 mn sqft in SRA scheme) to OMC. As per expected Realization (Rs 30000/sqft), OMIL for its 17.5% stake is expected to have a net post tax cash flow of Rs 3-4 bn over next 4-5 years from this project.

Jaipur Project: PALLACIA

This project is located at prime location in Jaipur and has a sellable built-up area of 6.3 lakh sqft with expected realization of 'INR 10000-15000/ sqft. OMIL has invested INR 1.6 bn for land and development cost is expected to be Rs 2-2.5 bn. The company expects to generate Rs 7.0 bn of Revenue from this project over next 2-3 years, which translates into pretax profits of Rs 2-2.5 bn.

The project faced local hindrance and litigation in terms of its height etc. which Hon'ble supreme court of India in its order dated 19.3.2015 directed the appellant and JDA to withdraw all its cases against company. During FY 2014-15, OMIL, consolidated to book Rs 0.8 bn revenue from this project.

Hyderabad project:

OMDPL (A SPV of OMIL where OMIL has 40 % stake) 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 'Ashvila', and OMDPL holds the rights to the remaining area. The 20% share of built-up area under OMIL is 80000 sqft and expected realization is "4500/sqft. (INR 0.36 Bn). The project is catching good amount of attraction after rise of Telangana as a state and sale of units is very much satisfactory.

Road BOT project:

OMIL has a 49% stake in BOT road project (Jaipur to Bhilwara via Malpura, Kekri & Shahpura). The cost of the project is 'INR 4.00 bn with INR 2.6 bn debt and INR 0.85bn VGF grant from Govt. OMIL's Equity investment in the project is INR 0.7 bn and concession period is 22 years. As per current trend of toll collection of last 4 months, target annual toll collection of this project is -300 mn and is expected to reach to -400 mn in upcoming years. The COD of the project has been achieved in December 2014 with some work left over which shall be completed in a month or so.

FUTURE OUTLOOK

Going ahead, the Company aims to further enhance its skill-sets, core strengths, capacity enhancement, Build a fleet of construction equipments to effectively and efficiently tackle even bigger and more complex projects in this niche space, within and outside India.

The Company plans to enter in the following new verticals

1. Agriculture / Food processing/ FMCG- Looking into major food parks

2. Ware housing and logistics

3. Oil and gas

4. Packaging and Manufacturing

5. EPC for Smart city and airports

The Company plans to

1. Enter Africa for Roads, Hydro, EPC, and Construction.

2. Enlarge global footprint through acquisitions and strategic Joint Ventures in the core business

3. Establish presence in varied structural steel design & fabrication works in bridges, large building constructions & heavy engineering works

4. Key & strategic real estate projects on very promising and vibrant locations India has the second largest potential in the world both in Hydro-electric power and irrigation. The government of India plans of River linking project which signals to huge scope for Om metals kind of work.

CHANGES IN NATURE OF BUSINESS, IF ANY

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

DIVIDENDS

During the year, your directors are pleased to recommend a final dividend of Re. 0.20 per equity share of face value, of Re. 1 /- which is provided for in the accounts absorbing a sum of Rs. 232,04,340/- including corporate dividend tax of Rs. 39,43,578/ .if approved by the members in the ensuing Annual General Meeting.

The dividend payout for the year under review is in accordance with the Company's policy of consistent dividend pay out keeping in view the Company's need for capital, its growth plans and the intent to finance such plans through internal accruals to the maximum,

TRANSFER TO RESERVES

The Board of Directors proposes to transfer Rs. 1,55,00,000/- to General Reserve out of the amount available for appropriation.

CHANGES IN SHARE CAPITAL, IF ANY

The paid up Equity Share Capital as on March 31, 2015 was Rs.9,63 Crore. During the year under review, the Company has not issued shares with differential voting rights nor granted Employee Stock Options or Sweat Equity Shares.

INFORMATION ABOUT SUBSIDIARIES/JV/ASSOCIATE COMPANY

There has been no material change in the nature of the business of the subsidiaries.

Pursuant to provisions of Section 129(3).of the Act, a statement containing salient features of the financial statements of the Company's subsidiaries in Form AOC-1 is attached to the financial statements of the Company as Annexure II.

Pursuant to the provisions of section 136 of the Act, the financial statements of the Company, consolidated financial statements along with relevant documents and separate audited accounts in respect of subsidiaries, are available on the website of the Company.

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

OM METALS CONSORTIUM PRIVATE LIMITED - This 100% subsidiary Company is developing a high end residential project on a very prime parcel of 19000 sq. mt. land at Jaipur. It has hired your company as EPC Contractor for structure building under architectural leadership of Studio 18, a renowned architecture firm of USA. The construction after some legal hurdle is in progress and scheduled for completion with in 24 month. The company has sub contracted the entire structural work to M/s Shapoorji Palonji.

OM METALS REAL ESTATE PRIVATE LIMITED -This 100% subsidiary is holding stakes in different SPV's and different subsidiaries for different projects in Hyderabad, Faridabad, and Jaipur. The development of all these projects is in some stages of clearances.

SKYWAVE IMPEX LIMITED - This 100% subsidiary is actively exploring agri and FMCG business.

PONDICHERRY PORT LIMITED - An SPV (Om metals has 50% stake) earmarked for the development of sea port in Pudducherry. After the non clearance of the project we have moved for arbitration proceedings.

SANMATIINFRADEVELOPER PRIVATE LIMITED - This SPV wherein we own 25% stake along with other stake holders Subhash Projects (25%) and Urban Infrastructure Trustees Ltd (UITL) (50%) is a holding company of Pondicherry SEZ Co. Ltd (PSEZCL). PSEZCL owns a multi product SEZ in Pudduchery where 840 acre land has been acquired and balance 26 acre is pending. After the non clearance of this project we have moved to court for legal proceedings.

BHILWARA JAIPUR TOLL ROAD PRIVATE LIMITED - This SPV where Om metals has 49% stake has done the development of the 212 km road project in Jaipur-Bhilwara Stretch on BOT basis and has already completed in December 2014 barring some extra work which are going on and shall be completed by June 2015. Om Metals is doing the entire EPC for this road project.

OM METALS-SPMLINFRAPROJECTS PRIVATE LIMITED - A 457 Cr Kalisindh Dam project in a SPV created with SPML infra on 50:50 basis is complete with some final leg work going on. Om Metals had been executing EPC contract for major work.

GURHA THERMAL POWER COMPANY LIMITED - This company as a 50% JV of Om Metals has a lignite based thermal project in Rajasthan. Some document formalities are pending from RRVNL (Rajasthan Rajya Vidyut Nig am Ltd.) which is keeping financial closure of the project on hold.

OM GAIMA PROJECTS PRIVATE LIMITED - This JV created with Spanian Company has no more business to do and we have processed to close this company.

PARTNERSHIPS /.TV'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 .We have tied up with M/s Goregaon Hotel Pvt Ltd , a group company of D B Realty for complete development of the project.

OM METALS SPML JV - This .IV had bagged four projects from NHPC - Teesta HEP.Uri HEP, Charnera HEP and Parbati HEP and all of these projects have almost been completed.

OM METALS -JSC JV - This .IV has been executing Kaineng HEP and the project is scheduled to complete by next year.

OM METALS -SPML JOINT VENTURE - This JV has bagged the kutch dam project from Sardar Sarovar Nigam Ltd and the execution of this project has started.

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

SPML -OM METALS JV - This JV has submitted the bid for development of smart infrastructure in Vikram Udyogpuri at Ujjain.

SEW OM METALS JV - This JV has almost completed Sripad Sagar project in Andhra Pradesh.

SPML- OM METALS JV- This SPV is executing EPC of one project in karnataka. Subsideries of Om Metals Estate Private limited (Wholly owened sub sidery of the company):

OM METALS RATNAKAR PRIVATE LIMITED - This Company has 9467 sq ft office space in Prime and aesthetic NBCC plaza, Delhi purchased in this 100% subsidiary to house the entire corporate and business development affairs of the Group, is fully functional and contributing to expansion and diversification of the company in high potential areas.

OM METALS INFOTECH PRIVATE LIMITED - This Company has industrial land in Jaipur and we are exploring/expanding our work shop /fabrication facilities in a move to capacity addition for our upcoming projects.

OM AUTOMOTORS PRIVATE LIMITED - This Company has acquired office space at Jaipur. And the Jaipur related business activities are being handled from this office.

OM KOTHARI HOTELS PRIVATE LIMITED - During the last year the company purchased a plot for construction of flats. The construction of this project "Om Eternity" is going on and some units has already been sold.

OM METALS DEVELOPRS PRIVATE LIMITED - OMDPL (A SPV of OMIL where OMIL has 40 % stake) 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 expected realization is v4500/sq.ft.(0.36 Bn INR). The project is almost at completion stage and sale of units are progressing very satisfactorily.

OM HYDROMECH PRIVATE LIMITED - 3000 sq. mt. land in NCR near Delhi-Faridabad border has been bought from NKP Holding Private ltd. The land is suitable for corporate park and is presently being explored for setting up a factory for packaging product.

MAYURA CAPITAL ADVISORS PRIVATE LIMITED - This Company has Basement unit in Saket New Delhi for extended office purpose.

OM SENSATION PROPERTIES PRIVATE LIMITED - This Company owns agricultural land in Andhra Pradesh and our ownership in this company is 25%.

SANMATI BUILDCON PRIVATE LIMITED - JV for development of a hotel project 33 acre approx land is owned by this company in Sohna dist Gurgaon (Haryana) and we own 33.33% in this company.

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 http://www.ommetals.com/sites/default/files/Policy% 20on% 20 Material%20 Subsidiaries.pdf

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the Companies Act, 2013 ("the Act") and Accounting Standard (AS) - 21 on Consolidated Financial Statements read with AS - 23 on Accounting for Investments in Associates and AS - 27 on Financial Reporting of Interests in Joint Ventures, the audited consolidated financial statement is provided in the Annual Report.

Companies which became / ceased to be Company's Subsidiaries, Joint Ventures or Associate Companies:

1. Companies which have become subsidiaries during the financial year 2014-15: Sky waves IPEX Limited

2. Companies which has ceased to be joint venture or associate during the financial year 2014-15: Om Metals Auto Private Limited

MATERIAL CHANGES AND COMMITMENTS

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

MEETINGS OF THE BOARD OF DIRECTORS

Nine 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.

DIRECTORS' RESPONSIBILITY STATEMENT

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

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

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

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

(e) The directors, in the case of a listed company, 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.

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 2014-15.

CONSERVATION OF ENERGY, TECHNOLOGY, ABSORPTION AND FOREIGN EXCHANGE OUTGO

The particulars 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.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

The constitution of board of Directors and KMP of the company during the year 2014-15 is as under:

S. No. Name Designation Date of change Date of original in designation appointment

1. Shri Chandra Prakash Chairman 22/08/2014 1/10/1994 Kothari

2. Shri Dharam Prakash Managing Director 22/08/2014 1/10/1994 Kothari

3. Shri Sunil Kothari Joint Managing 28/03/2015 22/08/2014 Director

4. Shri Vikas Kothari Executive Director 28/03/2015 28/ 03/2015 President

5. Smt. Ranjana Jain Independent Director 28/03/2015 28/03/2015

6. Shri P. C. Jain Independent Director 30/09/2014 15/07/2001

7. Shri Sukmal Jain Independent Director 30/09/2014 30/05/2013

8. Shri Devinder Gulati Independent Director 30/09/2014 09/07/2013

9. Shri Sunil Kumar Jain Chief Financial 28/03/2015 01/04/2009 Officer

10. Smt. Reena Jain Company Secretory ---- 01/03/2008

S. No. Name Date and Mode of Cessation

1. Shri Chandra Prakash Kothari ----

2. Shri Dharam Prakash Kothari ----

3. Shri Sunil Kothari Joint ----

4. Shri Vikas Kothari ----

5. Smt. Ranjana Jain ----

6. Shri P. C. Jain ----

7. Shri Sukmal Jain ----

8. Shri Devinder Gulati ----

9. Shri Sunil Kumar Jain ----

10. Smt. Reena Jain ----

Mr. Sunil Kumar Jain, Chief Financial Officer of the company has been designated as key managerial personnel of the Company as required by section 203 of the Companies Act, 2013.

Mr. Vikas Kothari was appointed as an Additional Director and Whole Time Director for the period of 3 years with effect from March 28, 2015. Mr. Sunil Kothari retires by rotation at ensuing Annual General Meeting & being eligible has offered himself for re-appointment.

INDEPENDENT DIRECTORS AND DECLARATION

Mr. P. C. Jain, Mr. Sukmal Jain, and Mr. Devinder Gulati have been appointed as the independent directors of the Company as per Section 149(10) of the Companies Act, 2013 on 30/09/2014 for a term of 5 years. Mrs. Ranjana Jain was also appointed as Independent Director of the Company on 28th March, 2015.

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 (7) of the Act and Clause 49 of the Listing Agreement.

BOARD EVALUATION

The Board of Directors has carried out an annual evaluation of its own performance, Board committees and individual directors pursuant to the provisions of the Act and the corporate governance requirements as prescribed by Securities and Exchange Board of India ("SEBI") under Clause 49 of the Listing Agreements ("Clause 49")- 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 performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc.

The Board and the Nomination and Remuneration Committee ("NRC") reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the Board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the Chairman was also evaluated on the key aspects of his role.

Independent Directors in their separate meeting reviewed & evaluated the performance of non-independent directors, board as a whole, Managing Director & the Chairman taking into account the views of executive directors and non-executive directors & criteria laid down by the nomination & remuneration committee.

The policy of the familiarization programmers of Independent Directors are put up on the website of the Company at the link: http://www.ommetals.com/sites/default/files/familiarisation%20 programme.pdf

NOMINATION AND REMUNERATION COMMITTEE

As per the section 178(1) of the Companies Act, 2013 the Company's Nomination and Remuneration Committee comprises of three Non- executive Directors.

Name of the Director Position held in the Committee Category of theDirector

Mr. Sukmal Jain Chairman Non Executive Independent Director

Mr. P.C. Jain Member Non Executive Independent Director

Mr. Devinder Gulati Member Non Executive Independent Director

Terms of Reference:

a) To formulate a criteria for determining qualifications, positive attributes and independence of a Director.

b) Formulate criteria for evaluation of Independent Directors and the Board.

c) Identify persons who are qualified to become Directors and who may be appointed in Senior Management in accordance with the criteria laid down in this policy.

d) To carry out evaluation of every Director's performance.

e) To recommend to the Board the appointment and removal of Directors and Senior Management.

f) To recommend to the Board policy relating to remuneration for Directors, Key Managerial Personnel and Senior Management.

g) Ensure that level and composition of remuneration is reasonable and sufficient, relationship of remuneration to performance is clear and meets appropriate performance benchmarks.

h) To devise a policy on Board diversity.

i) To carry out any other function as is mandated by the Board from time to time and /or enforced by any statutory notification, amendment or modification, as may be applicable. j) To perform such other functions as may be necessary or appropriate for the performance of its duties.

Remuneration to Executive Directors:

The remuneration paid to Executive Directors is recommended by the Nomination and Remuneration Committee and approved by Board in Board meeting, subject to the subsequent approval of the shareholders at the General Meeting and such other authorities, as may be required. The remuneration is decided after considering various factors such as qualification, experience, performance, responsibilities shouldered, industry standards as well as financial position of the Company.

Remuneration to Non Executive Directors:

The Non Executive Directors are paid remuneration by way of Sitting Fees. The Non Executive Directors are paid sitting fees for each meeting of the company attended by them.

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

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

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 of held in the committee Catogery of the Director

Mr. Devinder Gulati Chairman Non Executive Independent Director

Mr. Chandra prakash Kothari member Executive director

Mr. P. C. Jain Member Non Executive Independent Director

Mr. Sukmal jain Member Non Excutive Independent Director

AUDITORS

AUDITORS

At the Annual General Meeting held on September 30, 2014, M/s M.C. Bhandari & Co., Chartered Accountants, were appointed as Statutory auditor bearing ICAI Registration No. 303002E, to hold the office till the conclusion of the Annual General Meeting to be held in the year 2017. In terms of the first proviso to the Section 139 of the Companies Act 2013, the appointment of the auditors shall be placed for ratification at ensuing Annual General Meeting.

AUDITORS' REPORT

The Auditors' Report to the members on the Accounts of the Company for the financial, year ended March 31, 2015 does not contain any qualification, reservations or adverse remarks. The Notes to the Accounts referred to in the Auditors Report are self explanatory and therefore do not call for any further explanation.

SECRETARIAL AUDITOR

M/s JAKS and Associates, Company Secretaries were appointed to conduct the secretarial audit of the Company for the financial year 2014- 15 as required under the Companies Act, 2013 and rules made thereunder. The report does not contain any qualification, reservations or adverse remarks. The Secretarial Audit report for FY 2014-15 forms part of the Annual Report as Annexure V to the Board's Report.

COST AUDITOR

M/s. M.Goyal & Co., Cost Accountants, were appointed as the Cost Auditor of the Company for the period ended March 31, 2015.

VIGIL MECHANISM

As per Section 177(9) and (10) of the Companies Act, 2013, and as per the Clause 49 of the Listing Agreement, the company has established Vigil Mechanism for directors and employees to report genuine concerns and made provisions for direct access to the chairperson of the Audit Committee. Company has formulated the present policy for establishing the vigil mechanism/ Whistle Blower Policy to safeguard the interest of its stakeholders, Directors and employees, to freely communicate and address to the Company their genuine concerns in relation to any illegal or unethical practice being carried out in the Company.

The said policy has been also put up on the Website of the Company at the following link http://www.ommetals. com/sites/default/files/ Vigil%20Mechnasim%20policy.pdf

RISK MANAGEMENT

The Board of the Company has formed a Risk Management Committee to frame, implement and monitor the risk management plan for the Company. The committee is responsible for reviewing the risk management plan and ensuring its effectiveness. The audit committee has additional oversight in the area of financial risks and controls. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis.

The development and implementation of risk management policy has been covered in the management discussion and analysis, which forms part of Annual report.

LOANS, GUARANTEES AND INVESTMENTS

The Company being engaged in the business of providing infrastructural facilities hence in terms of Section 186 (1 l)(a) the provisions of Section 186 except sub-section (1) are not applicable to the Company.

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 Board of Directors & shareholders was obtained wherever required. Further all the necessary details of transaction entered with the related parties are attached herewith in Form No. AOC-2 for your kind perusal and information. (Annexure VII) 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.Ommental. Com /sites/defult/ Related%20 Policy. pdf

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 ou t in Annexure III of this Report The policy is available on the website of the Company.

EXTRACTS OF ANNUAL RETURN

The Extract of Annual Return as required under section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, in Form MGT-9 is annexed herewith for your kind perusal and information. (Annexure: VI)

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The information required under Section 197 of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of managerial Personnel) Rules, 2014 are given below:

A) Remuneration paid to Managing and Whole Time Directors

Directors of the Company Remuneration in Remunera- tion in % Ratio to Median FY 2014-15 (2013-14 (Rs. In Lacs) increase/ decrease remun- eration Rs. In Lacs) in remune- ration

Mr.C.P.Kothari 82.80 58.04 42.66 92.00

Mr. P.P. Kothai 72.80 48.86 48.99 80.89

Mr. Sunil Kothari 84.00* 5068 68.86 93,33

Mr. Vikas Kothari** (w.e.f 28.03.2015) - - - N.A.

- Based on Annualized Salary

-- Since this information is for part of the year, the same is not comparable.

B) Remuneration paid to KMPs

KMPs of the Company Remunera- tion in Remuneration % increase/ in FY 2014-15 decrease in Ratio to FY 2014-15 (Rs. In 2013-14 (Rs. In Lacs) In remuner- ation Lacs) remune- ration

Mr. Sunil Kumar Jain 6.00 6.00 0 6.67

Mrs. Reena Jain 3.45 2.81 22.77 3.83

C) The median remuneration of employees was Rs. 90000 in financial year 2014-15 and Rs. 86400 in financial year 2013-14. There was increase 4.2% in MRE in financial year 2014-15 of as compared to financial year 2013-14.

D) Number of permanent employees on the rolls of Company was 255 employees as on 31.03.2015.

E) The total Turnover of the Company declined during the financial year 2014-15 as compared to financial year 2013-14 by 29.75 % and the net profit declined by 24.06%. The decline in Turnover and Profit is due to the reason that new projects of the company were at the initial stage and will generate the turnover and profits in coming years.

F) The aggregate remuneration of the employees was increased by 33.01 % over the previous financial year.

G) The increase in total remuneration of managing directors and whole-time directors and KMPs was 49.68% over the previous financial year.

H) The total revenue decline by 29.75 % but the increase in remuneration is in line with the market trends.

I) Comparison of each remuneration of the key managerial personnel against the performance of the Company:

Mr C.P Mr. D.P Mr.Sunil Mr.Vikas Mrs. jain Mrs. Reena Kothari, Kothari, Kothari, Kothari, Jain, Chief Financial Chairman Managing Joint Managing Whole Time Officer Company Direc- tor Direc- tor* Direc- tor** Secre- tary

Remune- ration in FY 82.80 72.80 84,00 -- 6.00 3.45 15 (in Lakhs)

Revenue (in Lakhs) 222.19

Remune- ration as % 0.37 0.32 -- 0.02 0.01 of Revenue

Probit before Tax 3478.65

(PBT) (in Lakhs)

Remune- ration (as % 2.38 2.09 -- 0.17 0.09 of PBT)

- Based on Annualized Salary

-- Since this information is for part of the year, the same is not comparable.

J) Variations in the market capitalization of the Company, price earnings ratio at the closing date of the current financial year and previous financial year

Particulars March 31.2015 March 31.2014 %Changg

Market Capitalization (in 37221.42 9260.76 93.25 Lakhs)

Price Earning Ratio 12.80 5.04 153.97

K) The closing share price of the Company at BSE and NSE on 31st March, 2015 being Rs. 38.65/- and Rs.38.55/- respectively per equity share of face value of Re. 1/- each has decreased since the last offer for sale made in the year 1995 (Offer Price was Rs. 50/- per equity share of face value of Rs. 10/- each )

L) Average Salary increase of non-managerial employees was 5.37% and that of managerial employees 49.68% in financial year 2014- 15. The average % increase for managerial personnel is higher as their salaries were lower as compared to the benchmark data.

M) No Director received any variable component of remuneration in the financial year 2014-15.

N) None of the employees, who are not directors but receive remuneration in excess of the highest paid director during the year

O) Remuneration paid during the year ended 31st March, 2015 is as per the Remuneration Policy of the Company.

PERSONNEL

The Labour Management relation has been cordial during the year under review.

Disclosure Under the Sexual Harassment of Women at Workplace (Prevention. Prohibition and RedressaD Act. 2013

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. No Complaint has been received during the year ended 31st March, 2015 in this regard.

LISTING

The Equity Shares of the Company continue to remain listed with the National Stock Exchange (NSE) and Bombay Stock Exchange (BSE). The listing fees payable to the exchanges for the financial year 2014-15 have been paid.

EXTERNAL RATING

CARE has assigned ratings symbol ofA minus & PR1 to company and company has accepted it.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement is presented in a separate section forms part of the Annual Report.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has a well-defined Internal Control system which is adequate and commensurate with the size and nature of business. Clear roles, responsibilities and authorities, coupled with internal information systems, ensure appropriate information flow to facilitate effective monitoring. Adequate controls are established to achieve efficiency in operations, optimum utilization of resources and effective monitoring thereof and compliance with applicable laws. An exhaustive programmed of internal audits, including all Branches of the Company all over India, review by management, and documented policies, guidelines and procedures, supplement the internal control system.

The Audit Committee regularly reviews the adequacy and effectiveness of the internal controls and internal audit function. No reportable material weakness in the design or operation was observed.

CORPORATE GOVERNANCE

Your Company has been followings principles of good Corporate Governance Practices over the years. Your Company has complied with the Corporate Governance Code as stipulated under the Listing Agreement with the Stock Exchanges. A separate section on Corporate Governance along with certificate from the Auditors confirming compliance is annexed forms part of the Annual Report.

Details of litigations pending or significant or matejMjarders which were passed by the Regulators or Courts or Tribunals is provided under Independent Auditor's Report

DEPOSITS

The company has not accepted any Fixed Deposits and, as such, no amount of principle or interest was outstanding as of the Balance Sheet date.

ACKNOWLE DGEMENTS

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.

On Behalf of the Board of Directors

D. P. Kothari Sunil Kothari

Managing Director Jt. Managing Director

DIN: 00200342 DIN:00220940

Date: 30th May, 2015

Place: Delhi


Mar 31, 2014

Dear Shareholders,

The Directors have pleasure in presenting 42nd Annual Report and audited accounts of the Company for the year ended 31st March, 2014.

RESULTS OF OPERATION

(Rs. In Lacs)

Particulars Year Ended March 31, 2014 2013 Audited Audited

Total Turnover 33938.07 37491.87

Operating Profit (EBITDA) 6419.12 7177.63

Financial Charges 911.13 1827.57

Depredation 770.10 1007.96

Profit before Tax 4737.89 4342.10

Provision for Taxes 911.83 1138.29

Profit after Tax 3826.06 3203.81

Add: Profit brought forward 20285.26 15451.77 from previous year

Profit available for 24111.32 18655.57 appropriation

Retained Profit carried 23730.98 18461.45 forward to the next year

BUSINESS

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.

At present your Company operates in three business sectors- Heavy Engineering cum construction, Real Estate and Infrastructure Projects.

The Company has reported a Profit before Tax (PBT) of Rs.4737 Lacs, as against Rs.4342 Lacs in the previous year.

DIVISIONAL ANALYSIS

ENGINEERING DIVISION

The Turnover of this division this year is Rs. 292.47 Crore and profit is Rs 35.02 Crore against Turnover of Rs 353.75 Crore & profit is Rs 29.07 in the last year. The Engineering Division focuses on turnkey engineering procurement and construction contracts for Hydro mechanical equipment for Hydro Power and Irrigation projects. The Company post qualification in civil work for dam will qualify for complete EPC for dam except EM package and shall address a larger share of hydro power project. This is a feat for diversifying In the civil construction space and the Company will not have to take recourse to civil companies for meeting PQ norms for bidding In civil space. The Company is now all geared up to encash the burgeoning opportunities in executing complete EPC contract in the space of H M components and civil structure as well for Hydro projects of 38000 MW power generation planned in next 10 years by GOI. The projects in Hydro power space Involve multifarious activities viz. civil construction, electromechanical component and Hydro mechanical equipments. The company also doing EPC for road project and this will further Increase the addressing area in infra space.

REAL ESTATE, HOTELS AND MULTIPLEX

The Turnover of this division this year is Rs.21.49 Crore and profit Is Rs.3.24 Crore against Turnover of Rs. 18.67 Crore & profit is Rs.2.97 Crore in the last year.

The turnover from hotel Om Tower in Jaipur and Multiplex In Kota remained at same levels. With the revival in economical growth -revenue Is expected to increase beyond by increasing domestic and International tourism ahead. Though in real estate front we have not seen any major revenue generation but we are striving to Identify very lucrative and locational advantageous project in NCR region

The construction on premium and prestigious land in Jaipur for developing state of the art high end residential apartments "PALACIA" is going on smoothly. Top notch agencies have been hired In every field for timely completion of project.

In Mumbai Bandra project-Post CRZ and MOEF clearance -other statutory clearance and extensions from SRA and other different agencies are on fast track and we have successfully constructed the temporary transit camps for shifting slum dwellers and this will pave the way to begin construction activities of rehab apartments and commercially roll out sellable apartments in Bandra Reclamation- A project initiated by MHADA. We are eyeing for a brand tie up for this project.

FUTURE PLANS

Going ahead, the Company aims to further enhance its skill-sets, core strengths, capacity enhancement. Build a fleet of construction equipments to effectively and efficiently tackle even bigger and more complex projects in this niche space, within and outside India.

The Company is all geared up to encash the burgeoning opportunities in the Hydro Mechanical segment and utilize the PQ earned from Kalisindh project in Civil space by providing turnkey solution in civil as well as Hydro mechanical space to minimum 38, 000 MW additional Hydel power generation planned in next 10 years by GOI.

Gurha Thermal Project - lignite based thermal project - we have acquired land and executed PPA. The work of financial closure is on track and we will start execution after finalizing EPC contractor,

OTHER REAL ESTATE PROJECTS IN DIFFERENT SPV''S ARE DISCUSSED IN SUBSIDARY SECTION.

APPROPRIATIONS

DIVIDENDS

During the year, the directors had declared and paid interim dividend of Rs.0.10 per share In March, 2014. The Directors recommend a final dividend of Rs. 0.10 per share making in all Rs. 0.20 per share as dividend for the year.

The dividend pay out for the year under review Is in accordance with the Company''s policy of consistent dividend pay out keeping in view the Company''s need for capital, its growth plans and the intent to finance such plans through internal accruals to the maximum.

TRANSFER TO RESERVES

The Board of Directors proposes to transfer Rs 15500000 to General Reserve in accordance with the Companies (Transfer of Profit to Reserves) Rules, 1975.

SUBSIDIARIES

OM METALS CONSORTIUM PVT LTD. -This 100% subsidiary Company Is developing a high end residential project on a very prime parcel of 19000 sq mt land at Jaipur. It has hired your company as EPC Contractor for structure building under architectural leadership of Studio 18, a renowned architecture firm of USA. The construction after some legal hurdle is in progress and scheduled for completion with in 24 month. The company has sub contracted the entire structural work to Shapoorji Palonji

OM METALS REAL ESTATE PVT. LTD. - This 100% subsidiary Is holding stakes in different SPV''s for different projects in Hyderabad, Faridabad, and Jaipur. The development of all these projects is in some stages of clearances.

Step Subsidiaries/Associates

OM METALS RATNAKAR PVT LTD. - a Step subsidiary 9467 sq ft office space in Prime and aesthetic NBCC plaza, Delhi purchased in this 100% subsidiary to house the entire corporate and business development affairs of the Group, is fully functional and contributing to expansion and diversification of the company in high potential areas,

OM AUTOMOTORS PRIVATE LIMITED: a Step subsidiary- This Company has acquired office space at Jaipur,

OM KOTHARI HOTELS PRIVATE LIMITED: a Step subsidiary -During the last year the company purchased a plot for construction of flats. The construction will start soon on this,

OM METALS DEVELOPER PVT LTD. - Post development agreement with Mahindra life space for residential housing project at Hyderabad on 25:75 basis-the developer has launched the project under the Project name "Ashvita" .We have revised the development agreement on area share on some advance consideration for 5% space rights to Mahindra life space and now existing sharing ratio is 20:80. The sale of units is seeing satisfactory response.

OM SHIVAV REAL ESTATE PVT. LTD. - Minor litigation In this project Is nearing end and DRT has ordered Indian Bank to cancel sale and refund the amount with Interest to auction purchaser. We have requested Indian bank to abide by the DRT order.

OM HYDROMECH (P) LTD. - 3000 sq. Mt land in NCR near Delhi-Faridabad border has been bought from NKP holding Private ltd. The land is suitable for corporate park and Is adjacent to the land owned by our associate Om Shivay Real estate (P) Ltd.

OM SENSATION PROPERTIES (P) LTD. - This Company owns agricultural land in Andhra Pradesh and our ownership in this company is 25%.

SANMATI BUILDCON (P) LTD. - 33 acre approx land is owned by this company in Sohna dist Gurgaon (Haryana) and we own 33.33% in this company.

PARTNERSHIPS

OM METALS CONSORTIUM ( Partnership firm) - This prestigious partnership firm for development of 5RA project in Bandra Reclamation facing Bandra- Worli sea Link has completed the construction of the temporary transit camp .We are in final talk with local reputed developers for Joint development of the project.

OTHER SPV''S

PONDICHERRY PORT LTD. - An SPV earmarked for the development of sea port in Pudducherry. After the non clearance of the project we have moved for arbitration proceedings.

SANMATI INFRADEVELOPER PVT LTD. - This SPV wherein we own 25% stake along with other stake holders Subhash Projects (25%) and Urban Infrastructure Trustees Ltd (UITL) (50%) is a holding company of Pondicherry SEZ Co. Ltd (PSEZCL). PSEZCL owns a multi product SEZ in Pudduchery where 840 acre land has been acquired and balance 26 acre is pending. After the non clearance of this project we have moved to court for legal proceedings.

BHILWARA JAIPUR TOLL ROAD PVT LTD. - The construction of the 212 km road project in Jaipur-Bhilwara Stretch is in very advance stage of progress and the completion is expected by the end of October 2014. Grant for Viability Gap funding is in process and we have availed majority of it by May 2014. Om Metals is doing the entire EPC for this road project.

OM METALS-SPML INFRAPROJECTS PVT LTD. - A 457 Cr Kalisindh Dam project in a SPV created with SPML infra on 50:50 is running in full swing and Om Metals has been executing EPC contract for major work. The project is nearing completion.

CONSOLIDATED FINANCIAL STATEMENTS

As required under Clause 49 of the listing agreement with stock Exchanges, the consolidated financial statements of the Company are attached with the Annual Accounts of the Company.

As per Section 212 of the Companies Act, 1956, we are required to attach the Directors'' report. Balance Sheet, and Profit and Loss account of our subsidiaries. The Ministry of Corporate Affairs, Government of India vide its circular no. 2/2011 dated February 8, 2011 has provided an exemption to companies from complying with Section 212, provided such companies publish the audited consolidated financial statements in the Annual Report. Accordingly, the Annual Report 2013-14 does not contain the financial statements of our subsidiaries. The audited annual accounts and related information of our subsidiaries, where applicable, will be made available upon request. These documents will also be available for inspection during business hours at our registered office in Jaipur, India.

The investment in significant associates like Om Metals Consortium, Om Metals Consortium (P) Ltd., Om Ray JV, OMIL-JSC JV, Pondicherry Port Ltd., Sanmati Infradeveloper Pvt. Ltd., Bhilwara Jaipur Toll Road (P) Ltd., Om Metals SPML Infraprojects (P) Ltd. etc. have been treated as per AS 27 and AS 23 and accordingly have been consolidated in financial statements in compliance with AS.

The consolidated financial statement of the Company pursuant to AS 23 and AS 27 have been prepared and attached.

DIRECTORS

Mr. Sunil Kothari has resigned as Whole-time Director of the Company w.e.f. 22nd March, 2014.

The Board places on record their appreciation for the valuable guidance and services rendered by Shri Sunil Kothari as a Whole-time Director of the Company.

During the year Mr. Sukmal Jain and Mr. Devinder Gulati has been appointed as an independent directors of the Company, however in accordance with the provisions of Section 149 of the Companies Act, 2013, your Board of Directors are seeking the appointment of Mr. P. C. Jain, Mr. Sukmal Jain and Mr. Devinder Gulati as Independent Directors for 5 (Five) consecutive years for a term up to the conclusion of the 47thAnnual General Meeting of the Company In the calendar year 2019.

The Company has received the requisite disclosures/declarations from Mr. P.C. Jain, Mr. Sukmal Jain and Mr. Devinder Gulati as required under Section 149 and other applicable provisions of the Companies Act, 2013

AUDITOR

M/s M.C, Bhandari & Co., Chartered Accountants, Statutory auditor bearing ICAI Registration No. 303002E, M/s B. Khosla & Co. Chartered Accountants, Branch Auditor of Hotel Division and M/s Milind Vijayvargiya & Associates Chartered Accountants, Branch Auditor of Engg. & Real State Division is proposed to be appointed as Auditor and Branch Auditors of the Company respectively from the conclusion of the ensuing Annual General Meeting till the conclusion of the third Annual General Meeting of the Company held thereafter, subject to ratification of the appointment by the members at every AGM held after the ensuing AGM.

AS required under Section 139 of the Companies Act, 2013, the Company has obtained a written consent from M/s M.C. Bhandari & Co, M/s B. Khosla & Co. and M/s Milind Vijayvarglya & Associates to such appointment and also a certificate to the effect that their appointment, if made, would be In accordance with Section 139 of the Companies Act, 2013 and the rules made there under, as may be applicable.

AUDITORS'' REPORT

The Auditors'' Report to the members on the Accounts of the Company for the financial year ended March 31,2014 does not contain any qualification

The Notes to the Accounts referred to in the Auditors Report are self explanatory and therefore do not call for any further explanation.

PARTICULARS OF TECHNOLOGY ABSORPTION, CONSERVATION OF ENERGY AND FOREIGN EXCHANGE EARNING AND OUTGO

As required under section 217 (1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the Report of Board of Directors) absorption, conservation of energy and foreign exchange earnings and outgo are set out in Annexure A to the Directors Report.

PARTICULARS OF EMPLOYEES

As required under the provisions of section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended, are given in Annexure ''A'' to this report,

PERSONNEL

The Labour Management relation has been cordial during the year under review.

LISTING

The Equity Shares of the Company continue to remain listed with the National Stock Exchange and Bombay Stock Exchange (BSE). The listing fees payable to the exchanges for the financial year 2013-14 have been paid. The Company is also listed on Delhi Stock Exchange.

EXTERNAL RATING

CARE has assigned ratings symbol of A & PR1 to company and company has accepted it.

DIRECTORS'' RESPONSIBILITY STATEMENT

As required under section 217(2AA) of the Companies Act, 1956, your directors confirm that:

(i) in the preparation of account for the period ended March 31, 2014 the applicable Accounting Standards had been followed and that there are no material departures;

(ii) The directors had 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 year end of the financial year and of the profit of the Company for that period,

(iii)The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provision of the Companies Act 1956 for safe guarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(iv) The accounts for the period ended March 31,2014 are on a going concern basis.

CEO/CFO CERTIFICATION

The Managing Director and Chief Financial Officer of the Company have submitted certificate to the Board as required under Clause 49 of the Listing agreement for the year ended 31st March, 2014.

UNCLAIMED DIVIDEND

Section 205 of the Companies Act, 1956, mandates that companies transfer dividend that has been unclaimed for a period of seven years from the unpaid dividend account to the Investor Education and Protection Fund (lEPF). In accordance with the following schedule, the dividend for the years mentioned as follows, if unclaimed within a period of seven years, will be transferred to lEPF.

The Company is sending periodic communication to the concerned shareholders, advising them to lodge their claims with respect to unclaimed dividend. Shareholders are cautioned that once unclaimed dividend is transferred to lEPF, no claim shall lie in respect thereof with the Company,

TRANSFER TO INVESTOR PROTECTION FUND ACCOUNT

Transfer to Investor Education and Protection Fund (lEPF) The Company has, during the year under review, transferred a sum of Rs.150607/- to Investor Education and Protection Fund, in compliance with the provisions of erstwhile Section 205C Of the Companies Act, 1956 on 25.11.2013 and a sum of Rs. 108030/- on 07.05.2014. The said amounts represents dividend for the financial year 2005-06 and for the financial year 2006-07 which remained unclaimed by the members of the Company for a period exceeding 7 years from its due date of payment

CORPORATE WEBSITE

The website of the company, www.ommetals.com carries a comprehensive database of information of interest to the stakeholders including the corporate profile, information with regard projects, financial performance of your Company and others.

MANAGEMENT ANALYSIS AND DISCUSSION REPORT

Management Analysis and Discussion Report for the year under review, as stipulated under clause 49 of the Listing Agreement with the Stock Exchanges in India, Is presented in a separate section forming part of the annexure B to the Directors Report.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The company has a well-defined Internal Control system that is adequate and commensurate with the size and nature of business. Clear roles, responsibilities and authorities, coupled with internal information systems, ensure appropriate information flow to facilitate effective monitoring. Adequate controls are established to achieve efficiency in operations, optimum utilization of resources and effective monitoring thereof and compliance with applicable laws. An exhaustive programme of internal audits, including all Branches of the Company all over India, review by management, and documented policies, guidelines and procedures, supplement the internal control system,

The Audit Committee regularly reviews the adequacy and effectiveness of the internal controls and internal audit function.

CORPORATE GOVERNANCE

Your Company has been practicing principles of good corporate governance practices over the years. Your Company has complied with the Corporate Governance Code as stipulated under the Listing Agreement with the Stock Exchanges. A separate section on Corporate Governance along with certificate from the Auditors confirming compliance is annexed and forms part of the annexure C to the Directors'' Report.

JOINT VENTURES & FOREIGN COLLABORATIONS .

Foreign Collaboration

* JSC Ukr Hydro Mech, Ukraine

Domestic JVs

OMIL JSC JV This JV is executing project for NEEPCO in Kameng HE Project.

OM METALS SEW JV: This JV created for project In Sripad sagar (AP) has been executing project in full swing.

DEPOSITS

During the year under review, your Company has not accepted any deposits from Public under Section 58A of Companies Act, 1956.

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.

On Behalf of the Board of Directors Sd/-

(Shri C. P. Kothari) Managing Director Regd. Office:

J-28, Subhash Marg,

C-Scheme, Jaipur

Date:30th MAY,2014


Mar 31, 2013

Dear Shareholders,

The Directors have pleasure in presenting 41st Annual Report and audited accounts of the Company for the year ended 31st March, 2013.

RESULTS OF OPERATION

(Rs. In Lacs) Particulars Year Ended March 31,

2013 2012 Audited Audited

Total Turnover 1137491.87 1121744.12

[Operating Profit (EBITDA) 7076.35 116461.92

[Financial Charges 827.57 12370.94

Depreciation 1007.96 217.76

Profit before Tax 114342.10 112873.22

Provision for Taxes 138.29 470.86

[Profit after Tax 3203.81 2402.35

Add : Profit brought forward from previous year 15451.77 13281.34

Profit available for appropriation 18655.57 15683.69

Retained Profit carried forward to the next year 18461.45 15451.77

Business

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.

At present your Company operates in three business sectors- Heavy Engineering cum construction, Real Estate and Infrastructure Projects.

The Company has reported a Profit Before Tax (PBT) of Rs.4342 lacs, as against Rs.2873 lacs in the previous year.

DIVISIONAL ANALYSIS

ENGINEERING DIVISION

The Turnover of this division this year is Rs. 353.75 crore and profit is Rs 29.07 crore against Turnover of Rs 183.65 crore & profit is Rs 18.03 in the last year. The Engineering Division focuses on turnkey engineering procurement and construction contracts for Hydro mechanical equipment for Hydro Power and Irrigation projects. The Company post qualification in civil work for dam will qualify for complete EPC for dam except EM package and shall address a larger share of hydro power project. This is a feat for diversifying in the civil construction space and the Company will not have to take recourse to civil companies for meeting PQ norms for bidding in civil space. The Company is now all geared up to encash the burgeoning opportunities in executing complete EPC contract in the space of H M components and civil structure as well for Hydro projects of 38000 MW power generation planned in next 10 years by GOI. The projects in Hydro power space involve multifarious activities viz. civil construction, electromechanical component and Hydro mechanical equipments, the company also doing EPC for road project and this will further increase the addressing area in infra space.

REAL ESTATE, HOTELS AND MULTIPLEX

The Turnover of this division this year is Rs.33.79 crore and profit is Rs 6 crore against Turnover of Rs 8.66 crore & profit is Rs 2.13 crore in the last year.

The turnover from hotel Om Tower in Jaipur and Multiplex in Kota remained at same levels. With the revival in economical growth -revenue is expected to increase buoyed by increasing domestic and international tourism ahead.

Though in real estate front we have not seen any major revenue generation but we launched another residential project Om Urban Heights" the response of which is very motivating.

The company has started construction on premium and prestigious land in Jaipur for developing state of the art high end residential apartments. Top notch agencies have been hired in every field for timely completion of project.

In Mumbai bandra project-Post CRZ and MOEF clearance - other statutory clearance and extensions from SUA and other different agencies are on fast track and we have successfully constructed the temporary transit camps for shifting slum dwellers and this will pave the way to begin construction activities of rehab apartments and commercially roll out sellable apartments in Bandra Reclamation- A project initiated by MHADA.

Future plans

Going ahead, the Company aims to further enhance its skill-sets, core strengths, capacity enhancement, Build a fleet of construction equipments to effectively and efficiently tackle even bigger and more complex projects in this niche space, within and outside India.

The Company is all geared up to encash the burgeoning opportunities in the Hydro Mechnical segment and utilise the PQ earned from Kalisindh project in Civil space by providing turnkey solution in civil as well as Hydro mechanical space to minimum 38, 000 MW additional Hydel power generation planned in next 10 years by GOI.

The consortium formed between the company and SPML Infra remained LI and has been awarded a LOI for development of 70 MW lignite based thermal project in Rajasthan.

The lease income from Inox is continuing in Multiplex & hotel in Jaipur is doing satisfactory business and we are confidante of surge in tourism industry.

OTHER REAL ESTATE PROJECTS IN DIFFERENT SPV''S ARE DISCUSSED IN SUBSIDARY SECTION.

Liquidity

The proceeds from the allotment of 2,00,00,000 shares at Rs.60/share to QIB''s (Qualified Institutional Buyers) was partly utilized in capacity expansion in Engineering division and real estate developments. The partial proceeds have been invested in Subsidiary company and liquid funds and we are awaiting potential overseas/domestic Business acquisition opportunity to utilize the available credit limits.

Out strong cash flows enable us to manage financial and business risks.

APPROPRIATIONS

Dividends

During the year under review, your directors had declared and paid interim dividend of Rs.0.10 per share in March, 2013. The Directors recommend it to treat as final dividend.

The dividend pay out for the year under review is in accordance with the Company''s policy of consistent dividend pay out keeping in view the Company''s need for capital, its growth plans and the intent to finance such plans through internal accruals to the maximum.

TRANSFER TO RESERVES

The Board of Directors proposes to transfer Rs 8219619 to General Reserve in accordance with the Companies (Transfer of Profit to Reserves) Rules, 1975.

Subsidiaries

OM Metals Consortium Pvt Ltd. - This 100% subsidiary Company is developing a high end residential project on a very prime parcel of 19000 sq mt land at Statue circle Jaipur. It has hired your company as EPC Contractor for structure building under architectural leadership of Studio 18, a renowned architecture firm of USA. the construction is in progress and scheduled for completion with in 36 month. The company has sub contracted the entire structural work to shapoorji Palonji

OM Metals Real Estate Pvt. Ltd..This 100% subsidiary is holding stakes in different SPV''s for different projects in Hyderabad, Faridabad, Jaipur. The development of all these projects are in some stages of clearances.

Step Subsidiaries/Associates

Om Metals Ratnakar Pvt Ltd. - a step subsidiary 9467 sq ft office space in Prime and aesthetic NBCC plaza, Delhi purchased in this 100% subsidiary to house the entire corporate and business development affairs of the Group, is fully functional and contributing to expansion and diversification of the company in high potential areas.

Om Hydromech Pvt. Ltd. a step subsidiary - A long pending legal matter for land with uncleared title in Bhilai which was purchased from Bank of baroda has been over and we have received back the consideration amount with interest.

Om Automotors Private Limited: a step subsidiary- This company has acquired office space at Jaipur. Om Kothari Hotels Private Limited : a step subsidiary -During the year the company purchased a plot for construction of flats. The approval of map is pending with UIT , Kota.

Om Metals Developer Pvt Ltd. - Post development agreement with Mahindra life space for residential housing project at Hyderabad on 25:75 basis-the developer has launched the project under the Project name "Ashvita'' .We have revised the development agreement on area share on some advance consideration for 5% space rights to Mahindra life space and now existing sharing ratio is 20:80.

OM Shivay Real Estate Pvt. Ltd. With the completion of the flyover at Badarpur near Faridabad, the traffic congestion has gone down considerably. And it has also eased the accessibility to the plot nearby. Minor litigation on the verge of the final hearing in local court.

NKP holding (P) Ltd._3000 sq. Mt land in NCR near Delhi-faridabad boarder is in possession with the company where we hold 50% ownership through OREPL. The land is suitable for corporate park and is adjacent to the land owned by our associate Om Shivay Real estate (P) Ltd.

Om Sansation Properties (P) Ltd._This company owns agricultural land in andra Pradesh and our ownership in this company is 25%. Sanmati Buildcon (P) Ltd._33 acre appx land is owned by this company in sohna dist gurgaon (Haryana) and we own 33.33% in this company.

Partnerships,

OM Metals Consortium-_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 .We are in negotiations with local reputed developers for Joint development of the project.

Other SPV''s.

Pondicherry Port Ltd. An SPV earmarked for the development of sea port in Pudducherry. All the statutory approvals when in place shall enable the company start the project.

Sanmati Infradevcloper Pvt Ltd. - This SPV wherein we own 25% stake along with other stake holders Subhash Projects (25%) and Urban Infrastructure Trustees Ltd (UITL) (50%) is a holding company of Pondicherry SEZ Co.Ltd( PSEZCL). PSEZCL owns a multi product SEZ in Pudduehery where 840 acre land has been acquired and balance 26 acre is pending. We are awaiting formal notification from Ministry of Commerce

Bhilwara Jaipur Toll Road Pvt Ltd._The construction of the 212 km road project in Jaipur-Bhilwara Stretch is in very advance stage of progress and the completion is expected by the end of October 2013.We are initiating for time extension from PWD Rajasthan on some non fulfillment of grounds by PWD. Grant for Viability Gap funding is in process and we have avail part of it by June 2013. Om metals is doing the entire EPC for this road project.

OM Metals-SPML Infraprojects Pvt Ltd. A 457 cr Kalisindh Dam project in a SPV created with SPML infra on 50:50 is running in full swing and Om Metals has been executing EPC contract for major work. The time extension for this project has been awarded by the project authority.

CONSOLIDATED FINANCIAL STATEMENTS

As required under Clause 49 of the listing agreement with stock Exchanges, the consolidated financial statements of the Company are attached with the Annual Accounts of the Company.

As per Section 212 of the Companies Act, 1956, we are required to attach the Directors'' report, Balance Sheet, and Profit and Loss account of our subsidiaries. The Ministry of Corporate Affairs, Government of India vide its circular no. 2/2011 dated February 8, 2011 has provided an exemption to companies from complying with Section 212, provided such companies publish the audited consolidated financial statements in the Annual Report. Accordingly, the Annual Report 2012-13 does not contain the financial statements of our subsidiaries. The audited annual accounts and related information of our subsidiaries, where applicable, will be made available upon request. These documents will also be available for inspection during business hours at our registered office in Jaipur, India.

The investment in significant associates like Om Metals Consortium, Om Metals Consortium (P) Ltd., Om Ray JV, OMIL-JSC JV, Pondicherry Port Ltd., Sanmati Infradeveloper Pvt. Ltd., Bhilwara Jaipur Toll Road (P) Ltd., Om Metals SPML Infraprojects (P) Ltd. have been treated as per AS 27/23 and accordingly have been consolidated in financial statements in compliance with AS.

The consolidated financial statement of the Company pursuant to AS 23 and AS 27 have been prepared and attached.

Directors

In accordance with the provisions of sections 255 and 256 of the Companies Act, 1956 and the Articles 61 of the Articles of Association of the Company Shri Prakash Chand Jain retires by rotation at the ensuing AGM of the Company and being eligible offer themselves for re-appointment.

Shri Chandra Prakash Kothari was appointed as Managing director of the Company for a period of 5 years. The Board considered that it would be in the interest of the Company to reappoint Shri Chandra Prakash Kothari as Managing Director for next five year w.e.f. 1.09.2013

Shri Dharam Prakash Kothari, executive director of the Company has a vast experience in production field as well as in general management and business development. He was appointed as whole time director of the Company for a period of 5 years.

The Board considered that it would be in the interest of the Company to reappoint Shri Dharam Prakash Kothari as Whole-time Director for next five year w.e.f. 16.09.2013

During the year, Shri Kamal Kumar Chandwar, non executive independent director resigned from the Company for personal reasons w.e.f. 12th January, 2013. He was also member of Audit Committee, Shareholder Grievances Committee and Executive committee.

During the year Shri Trilok Chand Kothari , non executive chairman of the board has passed away on 27th February, 2013. Late Shri Trilok Chand Kothari was founder of the Company. He did invaluable contributions towards progress of the Company. Late Shri Trilok Chand Kothari was also member of Audit committee, Shareholder Grievances Committee , share transfer committee and Executive committee.

Shri Sukmal Jain has been appointed as non executive independent director w.e.f 30th May, 2013. Shri Sukmal Jain has been appointed as member of the Audit, Shareholder grievance , share transfer and Executive committee.

AUDITOR & AUDITORS REPORT

M/s. M.C. Bhandari & Co., Chartered Accountants, Statutory auditor M/s. B. Khosla & Co. Chartered Accountants Branch Auditor of hotel division and M/s Milind Vijiyvargiya & Associates Chartered Accountants Branch Auditor of engg. & Real estate division will retire at the conclusion of the Annual General Meeting and being eligible offer themselves for reappointment, if may be in accordance with Section 224(1B) of the Companies Act, 1956. The board recommends their re-appointment.

The Notes to the Accounts referred to in the Auditors Report are self explanatory and therefore do not call for any further explanation.

PARTICULARS OF TECHNOLOGY ABSORPTION, CONSERVATION OF ENERGY AND FOREIGN EXCHANGE EARNING AND OUTGO.

As required under section 217 (1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the Report of Board of Directors) absorption, conservation of energy and foreign exchange earnings and outgo are set out in Annexure A to the Directors Report.

PARTICULARS OF EMPLOYEES

There is no employee in respect of whom information u/s 217(2A) of the Companies Act, 1956 is required to be given.

PERSONNEL

The Labour Management relation has been cordial during the year under review.

LISTING

The Equity Shares of the Company continue to remain listed with the National Stock Exchange, Bombay Stock Exchange (BSE) and Delhi Stock Exchange. The listing fees payable to the exchanges for the financial year 2012-13 have been paid.

DELISTING:

The Company has voluntary delisted the equity shares of the Company from Jaipur Stock Exchange of India . The Governing Board of Jaipur Stock Exchange in its meeting held on 1st November, 2012 has approved the delisting application of the Company. The delisting procedure from Ahemdabad Stock Exchange is in process.

The reasons that have prompted the Board for delisting of shares are:

1. To cut down and reduce all possible expenses which are disproportionate to the benefits accruing to the Company and its shareholders.

2. There has been no trading for long periods in Jaipur Stock Exchange and Ahmadabad Stock Exchange

Company''s shares will continue to be listed on Bombay Stock Exchange, National Stock Exchange of India and Delhi Stock Exchange. Both Bombay Stock Exchange and National Stock Exchange of India have nation wide terminals and with the extension of these terminals in all the cities, investors have access to online dealings in the Company''s securities from all over the country. Therefore, delisting of equity shares from the Jaipur Stock Exchange and Ahmadabad Stock Exchange will not in any way adversely affect the investors

EXTERNAL RATING

CARE has assigned ratings symbol of A & PR1 to company and company has accepted it.

DIRECTORS'' RESPONSIBILITY STATEMENT

As required under section 217(2AA) of the Companies Act, 1956, your directors confirm that:

(i) In the preparation of account for the period ended March 31, 2013 the applicable Accounting Standards had been followed and that there are no material departures;

(ii) The directors had 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 year end of the financial year and of the profit of the Company for that period,

(iii) The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provision of the Companies Act 1956 for safe guarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(iv) The accounts for the period ended March 31, 2013 are on a going concern basis.

CEO/CFO CERTIFICATION

The Managing Director and Chief Financial Officer of the Company have submitted certificate to the Board as required under Clause 49 of the Listing agreement for the year ended 31st March, 2013.

UNCLAIMED DIVIDEND

Section 205 of the Companies Act, 1956, mandates that companies transfer dividend that has been unclaimed for a period of seven years from the unpaid dividend account to the Investor Education and Protection Fund (1EPF). In accordance with the following schedule, the dividend for the years mentioned as follows, if unclaimed within a period of seven years, will be transferred to IEPF.

The Company is sending periodic communication to the concerned shareholders, advising them to lodge their claims with respect to unclaimed dividend. Shareholders are cautioned that once unclaimed dividend is transferred to IEPF, no claim shall lie in respect thereof with the Company.

Transfer to Investor protection fund account

The Company has transferred unclaimed dividend, which was declared on 30/09/2005 to Investor Protection Fund A/c amounting to Rs. 105294/-

The Company has transferred unclaimed dividend to Investor Protection Fund A/c which was declared on 14/02/2006 amounting to Rs. 109308/-

CORPORATE WEBSITE

The website of the Company, WWW. OMMETALS.COM carries a comprehensive database of information of interest to the stakeholders including the corporate profile, information with regard projects, financial performance of your Company and others.

MANAGEMENT INFORMATION AND DISCUSSION REPORT

Management Analysis and Discussion Report for the year under review, as stipulated under clause 49 of the Listing Agreement with the Stock Exchanges in India, is presented in a separate section forming part of the annexure B to the Directors Report.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has a well-defined Internal Control system that is adequate and commensurate with the size and nature of business. Clear roles, responsibilities and authorities, coupled with internal information systems, ensure appropriate information flow to facilitate effective monitoring. Adequate controls are established to achieve efficiency in operations, optimum utilization of resources and effective monitoring thereof and compliance with applicable laws. An exhaustive programme of internal audits, including all Branches of the Company all over India, review by management, and documented policies, guidelines and procedures, supplement the internal control system.

The Audit Committee regularly reviews the adequacy and effectiveness of the internal controls and internal audit function.

CORPORATE GOVERNANCE

Your Company has been practicing principles of good corporate governance practices over the years. Your Company has complied with the Corporate Governance Code as stipulated under the Listing Agreement with the Stock Exchanges. A separate section on Corporate Governance along with certificate from the Auditors confirming compliance is annexed and forms part of the annexure C to the Directors'' Report.

JOINT VENTURES & FOREIGN COLLABORATIONS

Foreign Collaboration

- ATB Riva Calzoni SpA, Italy

- JSC Ukr Hydro Mech, Ukraine

Domestic JVs

OMIL JSC JV This JV is executing project for NEEPCO in Kameng HE Project.

Om Ray JV This JV is executing project in Karnataka.

OM METALS SEW JV: This JV created for project in Sripad Sagar (AP) has been executing project in full swing. FIXED DEPOSITS

During the year under review, your Company has not accepted any deposits from Public under Section 58A of Companies Act, 1956.

ACKNOWLEDGEMENTS

Your Directors deeply appreciate the valuable co-operation and continued support extended by the Company''s Bankers, Financial Institutions, Government agencies, Collaborators, Stockists, Dealers, Business Associates, and also the contribution of all employees to the Company.

On behalf of the Board of Directors,

Regd. Office: Sd-

Om Towers, Church Road (Shri C. P. Kothari)

M I Road, Jaipur Managing Director

Date:30th MAY,2013


Mar 31, 2010

The Directors haVe pleasure in presenting 38th Annual Report and audited accounts of the Company for the year ended 31st March, 2010.

RESULTS OF OPERATION

(Rs. In Lacs)

Particulars Yar Ended March 31,

2010 2009 Gowth% Audited Audited

Total Turnover & Other Income 20216.67 10543.61 91.74%

Operating Profit (EBITDA) 5519.20 4460.19 23.74%

Financial Charges 726.55 1165.92

Depreciation 658.64 485.82 35.57%

Profit before Tax 4136.61 2811.45 47.13%

Provision for Taxes 885.25 329.16 168.94%

Profit after Tax 3251.36 2482.29 30.98%

Add : Profit brought forward from previous 8166.85 6419.09

year

Profit available for appropriation 11418.22 8917.76

Retained Profit carried forward to the next 10836.29 8166.85

year



Major Achievements

Inspite of world-wide economic slow down, this year was marked by several accomplishments for the Company, both in terms of physical and financial performance. Your Company has maintained an upward trend in all performance parameters as follows,

EPS for the period stands at Rs 3 38

Turnover increased from Rs 10543 61 to Rs 20216.67 crores in previous year. recording increase of 91.74%

EBIDTA increased from Rs. 4460.19 to Rs.5519.20 crores in previous "ear. recording increase of 23.74%.

PAT increase from Rs.3251.36 crores to Rs. 2482.29 in previous year, recording increase of 30.98%.

Company secured prestigious Kalisindh Project in Rajasthan for Rs. 206 crores the execution will be completed in 24 months.

Business

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. At present your Company operates in three business sectors- Heavy Engineering cum construction, Real Estate and Infrastructure Projects.

This year we have surpassed all the expectations and feats achieved earlier by registering a top line of Rs.200 crore. The projects awarded by NHPC like Teesta ( TLDP) ,Uri,Chamera and Parbati progressed in its full strength this year and almost 80% manufacturing and fabrication completed this year to leave only erection and final commissioning for. next year. Post approval of design and drawings in Kameng project - the revenue generation was satisfactory this year and the phenomenal progress is anticipated in next F.Y. We are endeavouring to get overall price revision in Kameng Project for the delay attributable to NEEPCO in revising structural and technical parameters.

The real estate division of the Company maintained the momentum at par by registering a turnover of Rs.2357 lacs from the Township at Kota "Om Enclave". The success of "Om Enclave" evert in slow down period boosted our morale to launch another project "Om Urban Heights" .Next two years will witness revenue from this project. The Company has reported a Profit Before Tax (PBT) of Rs.4136 lacs, as against Rs.2811 lacs in the previous year. The increased finance cost and decreased inventories stressed the surge proportionate to surge in turnover.

EPS for the financial year 2009-10 stood at Rs 3.38.

DIVISIONAL ANALYSIS

ENGINEERING DIVISION

The Engineering Division focuses on turnkey engineering procurement and construction contracts for Hydro mechanical equipment for Hydro Power and Irrigation projects. The 91% surge in turnover this year from engineering division mainly attributed by four NHPC projects awarded in 2007.Kameng project post re-approval and re structuring by NEEPCO did also contribute turnover in this fiscal. We have a sizeable share in the Indian Hydro mechanical space with an unexecuted order book size of Rs 650 crores (excluding escalation). The

Company this year secured the contract of Kalisindh project in Rajasthan worth Rs.457 crore in JV with SPML Infra. With this project Company has achieved another feat of diversifying in the civil construction space and the Company will not have to take recourse to civil companies for meeting PQ norms for bidding in civil space. The Company is now all geared up to encash the burgeoning opportunities in" executing complete EPC contract in the space of H M components and civil structure as well for Hydro projects of 38000 MW power generation planned in next 10 years by GOI. The projects in Hydro power space involve multifarious activities viz. civil construction, electromechanical component and Hydro mechanical equipments.

REAL ESTATE, HOTELS AND MULTIPLEX

The turnover from hotel Om Tower in Jaipur and Multiplex in Kota remained at same levels. With the revival in economical growth -revenue is expected to increase buoyed by increasing domestic and international tourism ahead of Commonwealth Games in 2010.

Though in real estate front we have not seen any major upward in revenue generation but we remained unaffected with sluggish realty market and managed to successfully sell out the "Om Enclave" project with handsome profits and launched another project of 2 lac sq ft residential apartments on newly acquired 10000 sq mt land in Kota (Rajasthan) the response of which was overwhelming. Post CRZ and MOEF clearance - other statutory clearance and extensions from SRA and other different agencies are on fast track and we are ready to construct the temporary transit camps for shifting slum dwellers and this will pave the way to begin construction activities of rehab apartments and commercially roll out sellable apartments in Bandra Reclamation- A project initiated by MHADA. We have signed a development agreement with Mahindra Life space for development of 10 acre land in Hafeezpet village ( Near Hi tech city) Hyderabad and the construction of this project shall start in middle of the F Y 2010-11.

Future plans

Going ahead, the Company aims to further enhance its skill-sets, core strengths, capacity enhancement, Build a fleet of construction equipments to effectively and efficiently tackle even bigger and more complex projects in this niche space, within and outside India.

The Company is all geared up to encash the burgeoning opportunities in the Hydro Mechnical segment and utilise the PQ earned from Kalisindh project in Civil space by providing turnkey solution in civil as well as Hydro mechanical space to minimum 38, 000 MW additional Hydel power generation planned in next 10 years by GOI.

Your Company is aggressively taking part in submitting RFQs for Roads, Highways, massive housing projects, transmission towers , solar power generation, urban and rural infrastructure development projects, ancillary services to Ports etc and in some of them Company has been shortlisted for submitting RFP.

OTHER REAL ESTATE PROJECTS IN DIFFERENT SPVS ARE DISCUSSED IN SUBSIDIARY SECTION.

Liquidity

The proceeds from the allotment of 2,00,00,000 shares at Rs.60/share to QIBs (Qualified Institutional Buyers) was partly utilised in capacity expansion in Engineering division and real estate developments. The partial proceeds have been invested in FDRs and liquid funds and we are awaiting potential overseas/domestic acquisition opportunity to utilise the available funds.

Out strong cash flows enable us to manage financial and business risks. As on March 31, 2010, we had liquid assets including investments in term deposits and liquid funds of Rs. 60 crores.

APPROPRIATIONS

Dividends

During the year under review, your directors had declared and paid interim dividend of Rs.0.20 per share in January 2010.

The dividend pay out for the year under review is in accordance with the Companys

policy of consistent dividend pay out keeping in view the Companys need for capital, its growth plans and the intent to finance such plans through internal accruals to the maximum.

TRANSFER TO RESERVES

The Board of Directors proposes to transfer Rs 3, 50, 00,000 to General Reserve in accordance with the Companies (Transfer of Profit to Reserves) Rules, 1975.

Subsidiaries/ Partnerships/ SPVs

Om Metals Auto Pvt Ltd.- Post launching of Toyota SUV- FORTUNER - The 3-S Toyota automobile dealership business, Om Toyota at Jaipur, is running in good momentum and we have booked a turnover of Rs. 47.21crore as against Rs.35.94 cr in P.Y. The net profit amounting to Rs.47.21 Lacs as against the Loss of Rs. 7.92 Lacs in P.Y. Target launch of new model this year in small segment - ETIOS will further enhance the acceptability of Toyota in mass public.

Pondicherry Port Ltd.- A SPV for development of sea port in Pudduchery .The detailed project report and environmental clearance is under way. The project will start after formal approvals in place.

Sanmati Infradeveloper Pvt Ltd. - This SPV wherein we own 25% stake along with other stake holders Subhash Projects (25%) and Urban Infrastructure Trustees Ltd (UITL) (50%) is a holding company of Pondicherry SEZ Co.Ltd( PSEZCL). PSEZCL owns a multi product SEZ in Pudduchery where 840 acre land has been acquired and balance 26 acre is pending. We are awaiting formal notification from Ministry of Commerce ..

Om Metals Consortium - This partnership firm is the owner of prestigious Bandra project which after CRZ and MOEF clearance has been awarded extension of lease for land meant for temporary transit camps. The construction of transit camps is planned in August 2010 and further construction of sellable apartments will take place there after.

Bhilwara Jaipur Toll Road Pvt Ltd. : A SPV created with SPML Infra Ltd on 49: 51 sharing basis for 4 laning of existing Jaipur -Bhilwara 212 km road under PWD Rajasthan. The SPV has been qualified and signing of concession agreement is pending.

OM Metals-SPML Infraprojects Pvt Ltd. A contract agreement with PWD Rajasthan for executing 457 cr Kalisindh Dam project in a SPV created with SPML infra on 50:50 basis has been signed and the work has been started after mobilising equipments and work force.

Om Metals Real Estate Pvt Ltd - Almost all infrastructure / real estate interests of Om Metals Infraprojects Ltd stands owned by this 100% subsidiary in the shape of holding stake in different subsidiary / SPVs as mentioned here under.

Om Metals Ratnakar Pvt Ltd. - a 9467 sq ft office space in Prime and aesthetic NBCC plaza, Delhi purchased in this 100% subsidiary to house the entire corporate and business development affairs of the Group, is fully functional and contributing to expansion and diversification of the company in high potential areas.

Om Metals Developer Pvt Ltd. - A development agreement for residential housing project at Hyderabad near Hi tech city has been inked with Mahindra Life space on 25:75 basis and the construction of 1 million sq ft space with all state of the art amenities shall start in mid 2010-11.

Om Shivay Real Estate Pvt Ltd.( formerly Murthal Tanks & Vessels Pvt Ltd.).- A

four acre industrial land in Faridabad on main national highway ( NH 2) on Delhi border purchased from the Bank in open tender has been made free from the labour disputes. The minor litigation initiated by the other interested parties and FFs are now pending in the High Court and DRT.

Om Metals Infotech Pvt Ltd. - A 17 acre industrial land in Jaipur (Rajasthan) purchased from seller after settling bank loan in OTS is under our ownership and possession. A case initiated by local party is pending for final disposition at court level.

Directors

In accordance with the provisions of sections 255 and 256 of the Companies Act, 1956 and the Articles 61 of the Articles of Association of the Company Shri P.C. Jain retires by rotation at the ensuing AGM of the Company and being eligible offer themselves for re-appointment.

AUDITORS & AUDITORS REPORT

M/s. M.C. Bhandari & Co., Chartered Accountants, M/s. B. Khosla & Co. Chartered Accountants and M/s Milind Vijiyvargiya & Associates Chartered Accountants will retire at the conclusion of the Annual General Meeting and being eligible offer themselves for reappointment, if may be in accordance with Section 224(1B) of the Companies Act, 1956. The board recommends their re-appointment.

The Notes to the Accounts referred to in the Auditors Report are self explanatory and therefore do not call for any further explanation.

PARTICULARS OF TECHNOLOGY ABSORPTION, CONSERVATION OF ENERGY AND FOREIGN EXCHANGE EARNING AND OUTGO.

As required under section 217 (1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the Report of Board of Directors) absorption, conservation of energy and foreign exchange earnings and outgo are set out in Annexure A to the Directors Report.

PARTICULARS OF EMPLOYEES

In terms of the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, the name and other particulars of employees are set out in the Annexure to the Directors report.

PERSONNEL

The Labour Management relation has been cordial during the year under review.

LISTING

The Equity Shares of the Company continue to remain listed with the Bombay Stock Exchange (BSE). The listing fees payable to the exchange for the financial year2009-10 have been paid.

DIRECTORS RESPONSIBILITY STATEMENT

As required under section 217(2AA) of the Companies Act, 1956, your directors confirm that:

(i) in the preparation of account for the period ended March 31, 2010, the applicable Accounting Standards had been followed and that there are no material departures;

(ii) The directors had 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 year end of the financial year and of the profit of the Company for that period,

(iii) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provision of the Companies Act 1956 for safe guarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(iv) the accounts for the period ended March 31, 2010 are on a going concern basis.

AWARDS AND RECOGNITIONS

During the period under review, your Company has been conferred with "Emerging Company of the year "recognition in infrastructure space by CNBC Network 18, ICICI powered by CRISIL and Dr P Chidambaram ,Honble Home Minister of India handed over the award in a public ceremony to the Chairman of the Company.

Corporate Website

The website of the Company, WWW. OMMETALS.COM carries a comprehensive database of information of interest to the stakeholders including the corporate profile, information with regard projects, financial performance of your Company and others.

MANAGEMENT INFORMATION AND DISCUSSION REPORT

Management Analysis and Discussion Report for the year under review, as stipulated under clause 49 of the Listing Agreement with the Stock Exchanges in India, is presented in a separate section forming part of the Annual Report.

Internal Control Systems and their adequacy

The Company has a well-defined Internal Control system that is adequate and commensurate with the size and nature of business. Clear roles, responsibilities and authorities, coupled with internal information systems, ensure appropriate information flow to facilitate effective monitoring. Adequate controls are established to achieve efficiency in operations, optimum utilization of resources and effective monitoring thereof and compliance with applicable laws. An exhaustive programme of internal audits, including all Branches of the Company all over India, review by management, and documented policies, guidelines and procedures, supplement the internal control system.

The Audit Committee regularly reviews the adequacy and effectiveness of the internal controls and internal audit function.

CORPORATE GOVERNANCE

Your Company has been practicing principles of good corporate governance practices over the years. Your Company has complied with the Corporate Governance Code as stipulated under the Listing Agreement with the Stock Exchanges. A separate section on Corporate Governance along with certificate from the Auditors confirming compliance is annexed and forms part of the Directors Report.

JOINT VENTURES & FOREIGN COLLABORATIONS

The consolidated financial statement of the Company pursuant to AS 23 and AS 27 have been prepared and attached.

Foreign Collaboration

- ATB Riva Calzoni SpA, Italy

- JSC Ukr Hydro Mech, Ukraine

CONSOLIDATED FINANCIAL STATEMENTS

As required under Clause 49 of the listing agreement with stock Exchanges, the consolidated financial statements of the Company (including therein Audited Annual Accounts as at 31st March 2010 of its subsidiary Om Metals Auto Pvt Ltd, Om Metals Real Estate Pvt Ltd. are attached with annual accounts of the Company. Financial Statements of the subsidiary companies along with directors Report and statement pursuant to section 212 of the companies Act 1956 and AS 21 of Institute of Chartered accountants of India are attached.

The investment in significant associates like Om Metals Consortium, Om Ray JV, OMIL-JSC JV, Pondicherry Port Ltd., Sanmati Infradeveloper Pvt. Ltd., have been treated as per AS 27/23 and accordingly have been consolidated in financial statements* in compliance with AS.

Fixed Deposits

During the year under review, your Company has not accepted any deposits from Public under Section 58A of Companies Act, 1956.

Acknowledgements

Your Directors deeply appreciate the valuable co-operation and continued support extended by the Companys Bankers, Financial Institutions, Government agencies, Collaborators, Stockists, Dealers, Business Associates, and also the contribution of all employees to the Company.

On behalf of the Board of Directors,

Regd. Office:

Om Towers, Church Road (Dr T C Kothari)

M I Road, Jaipur Chairman

Date :28th MAY, 2010 :

 
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