Home  »  Company  »  Omaxe Ltd.  »  Quotes  »  Directors Report
Enter the first few characters of Company and click 'Go'

Directors Report of Omaxe Ltd.

Mar 31, 2014

DEAR MEMBERS,

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

FINANCIAL PERFORMANCE

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

A CONSOLIDATED FINANCIAL PERFORMANCE

(Rs. in Mio)

Particulars 31.03.2014 31.03.2013

Gross Revenue 16534.51 20998.49

Profit before Interest, 2559.85 2560.60 depreciation, exceptional items& tax

Less: Interest 1305.77 1263.86

Less: Depreciation 98.68 74.53

Profit before exceptional 1155.40 1222.21 items and tax Add: Exceptional Items - 25.00

Less: Provision for tax 369.28 190.23

Profit after tax 786.12 1056.98

Less: Minority Adjustment 0.92 0.19

Profit after tax after 785.20 1056.79 minority adjustment

Add: Profit brought 8351.68 7538.29 forward from last year

Add: Adjustments - -0.25

Profit available for 9136.88 8594.83 appropriation

Appropriations

Less: Proposed 0.31 -

Preference Dividend

Less: Tax on distribution 0.05 - of proposed preference dividend

Less: Transferred to 110.00 101.00

General Reserves

Less: Proposed equity 91.45 121.50 dividend

Less: Ta x on distribution of 15.54 20.65 proposed equity dividend

Balance Carried to 8919.53 8351.68 Balance Sheet

B STAND-ALONE FINANCIAL PERFORMANCE

(Rs. in Mio)

Particulars 31.03.2014 31.03.2013

Gross Revenue 12214.02 13610.73

Profit before Interest, 2297.89 1958.45 depreciation, exceptional items& tax

Less: Interest 1367.84 1235.06

Less: Depreciation 86.14 62.90

Profit before exceptional 843.91 660.49 items & Tax

Add: Exceptional items - 250.00

Less: Provision for tax 241.04 52.02

Profit after Tax 602.87 858.47

Add : Profit brought 5672.55 5056.23 forward from last year

Profit available for 6275.42 5914.70 appropriation

Appropriations

Less: Transferred to 100.00 100.00 General Reserves

Less: Proposed 0.31 -

Preference Dividend

Less: Tax on distribution 0.05 - of proposed preference dividend

Less: Proposed equity 91.45 121.50 dividend

Less: Tax on distribution of 15.54 20.65 proposed equity dividend

Less: Tax adjustment on 19.12 - distribution of equity dividend for earlier years

Balance Carried to 6087.19 5672.55 Balance Sheet

DIVIDEND

I) PREFERENCE SHARES

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

II) EQUITY SHARES

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

OPERATIONS

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

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

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

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

OUTLOOK

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

INCREASE/RECLASSIFICATION IN AUTHORISED CAPITAL

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

COMPLIANCE OF MINIMUM PUBLIC SHAREHOLDING

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

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

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

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

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

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

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

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

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

PUBLIC DEPOSITS

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

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

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

AUDIT COMMITTEE

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

AUDITORS

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

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

AUDITORS'' REPORT

The Notes on Accounts and Observations of the Auditors in their report on the Accounts of the Company are self-explanatory. However, your directors have following comments on the observations in the Auditors'' Report and recommendations of the Audit Committee:- Except for delays, in some cases in depositing statutory dues on account of clerical reconciliations, there are no arrears outstanding at the end of the Financial Year 2013-14. Further, there are certain dues of Sales Tax, Service Tax and Income Tax, which have not been deposited on account of dispute, will be settled as per the resolution of dispute.

COST COMPLIANCE CERTIFICATE

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

APPOINTMENT OF INTERNAL AUDITOR

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

INTERNAL CONTROL SYSTEMS

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

MERGER/AMALGAMTION OF PROMOTER COMPANIES AND CONSEQUENT HOLDING COMPANY

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

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

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

SUBSIDIARY COMPANIES

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

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

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

ACCOUNTS OF SUBSIDIARY COMPANIES

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

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

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

EMPLOYEES STOCK OPTION PLANS

The Company has two ESOP schemes viz. Omaxe ESOP Plan Alpha and Omaxe ESOP Plan Beta-2007. However, as all the options under Omaxe ESOP Plan Alpha since been lapsed, this plan is no more in existence.

The details of ESOP Plan Beta - 2007 are as under:

OMAXE ESOP PLAN BETA-2007

The Company had adopted Omaxe ESOP Plan Beta-2007 pursuant to the special resolution passed in the Annual General Meeting held on September 27, 2007.

Pursuant to the requirements of the SEBI (ESOS and ESPS) Guidelines, 1999, given below are the requisite disclosures:

Options granted

No options have been granted till date.

(Previous Year - No options have been granted till date.)

Pricing formula

No options have been granted till date under this scheme. However, the pricing formula would be as per the SEBI guidelines as at the time of grant of options.

(Previous Year- No options have been granted till date under this scheme. However, the pricing formula would be as per the SEBI guidelines as at the time of grant of options.)

Options vested

No options have vested till date under the above mentioned Scheme.

(Previous Year - No options have vested till date under the above mentioned Scheme.)

Options exercised

No options have been exercised till date in the above mentioned Scheme.

(Previous Year - No options have been exercised till date in the above mentioned Scheme.)

Total number of shares arising due to exercise of options

No options have been grated till date and hence, no shares would arise due to exercise of options.

(Previous Year - No options have been grated till date and hence, no shares would arise due to exercise of options.)

Options lapsed

No options have lapsed till date as per the grant and vesting schedule of the Scheme.

(Previous Year - No options have lapsed till date as per the grant and vesting schedule of the Scheme.)

Variation of terms of options

No variation has been made to the terms of the scheme.

(Previous Year - No variation has been made to the terms of the scheme.)

Money realized by exercise of options

No money has been realized till date, as no Options have been exercised till date.

(Previous Year - No money has been realized till date, as no Options have been exercised till date.)

Total number of options in force

No option is in force under the scheme mentioned above.

(Previous Year - No option is in force under the scheme mentioned above.)

Employee wise details of options granted to:

Senior managerial personnel

Nil

(Previous Year- Nil)

Any other employee with grant greater than 5% of total Options

Nil

(Previous Year- Nil)

Employees getting options more than 1% of issued capital

No employee of the Company has been awarded more than or equal to 1% of the issued capital (excluding outstanding warrants and conversions) of the Company at the time of the grant.

(Previous Year - No employee of the Company has been awarded more than or equal to 1% of the issued capital (excluding outstanding warrants and conversions) of the Company at the time of the grant.)

Diluted Earnings per Share

There has been no grant under this scheme and hence there is no impact on EPS.

(Previous Year - There has been no grant under this scheme and hence there is no impact on EPS.)

Exercise price and fair option value

Not applicable.

(Previous Year - Not applicable.)

Employee Compensation Cost

The employee compensation cost will be calculated as difference between the fair value of the shares and exercise price of the option. However the difference between the employee compensation cost so computed and the employee compensation cost that shall have been recognised if it had used the fair value of the options, shall be disclosed. The impact of this difference on profits and on EPS of the company shall also be disclosed.

Since there are no options in force, the employee compensation cost is Nil.

(Previous Year- The employee compensation cost will be calculated as difference between the fair market value of the shares and exercise price of the option)

Weighted average exercise price and fair value of options

Nil

(Previous Year – Nil)

Expected life

Expected life of options granted to the employees is ten (10) years. This is based on various schemes launched by various organizations in the country.

(Previous Year - Expected life of options granted to the employees is ten (10) years. This is based on various schemes launched by various organizations in the country.)

SHIFTING OF REGISTERED OFFICE

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

NOMINATION AND REMUNERATION COMMITTEE

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

DIRECTORATE

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

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

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

The Board recommends their appointment/reappointment.

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

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under section 217(2AA) of the Companies Act, 1956, with respect to Directors'' Responsibility Statement, it is hereby confirmed that:

a. In the preparation of the annual accounts for the Financial Year ended March 31, 2014, the applicable Accounting Standards have been followed and there are no material departures;

b. The Directors had selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on March 31, 2014 and of the profit of the Company for the year ended on that date;

c. The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

d. The Directors had prepared the annual accounts of the Company for the Financial Year ended March 31, 2014 on a ''going concern'' basis.

PARTICULARS OF EMPLOYEES

As required by the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particular of Employees) Rules, 1975 as amended, the names and other particular of the employees are set out in Annexure I.

CONSTITUTION OF ''CORPORATE SOCIAL RESPONSIBILITY COMMITTEE''

Your''s Board has constituted a ''Corporate Social Responsibility Committee'' (CSRC). CSRC is primarily responsible for formulating and monitoring the implementation of the framework of corporate social responsibility policy(ies).

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

The information required pursuant to Section 217(1)(e) of the Companies Act, 1956, read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 pertaining to Conservation of Energy, Research & Development, Technology Absorption are not applicable to the Company.

The earning in foreign currency is Rs. 13.87 mio during the current year as against Rs. 1.97 mio earning in previous year and expenditure in foreign currency is Rs. 4.74 mio during the current year as compared to Rs. 3.12 mio in the previous year.

INVESTOR RELATIONS

Investor Relations have been cordial during the year. As per the Circular No. CIR/OIAE/2/2011 dated June 3, 2011 issued by the Securities and Exchange Board of India, Company is timely redressing the Investor Complaints through the SEBI complaints Redress System (SCORES). As a part of compliance, the Company has reconstituted as Investor Grievance Cum Stakeholder Relationship Committee to redress the issues relating to investors. It consists of two members namely Lt. Gen. (Retd.) Bhopinder Singh, Independent Director and Mr. Jai Bhagwan Goel, Whole-time Director of the Company. Lt. Gen. (Retd.) Bhopinder Singh, Independent Director is the Chairman of the Investor Grievance Cum Stakeholder Relationship Committee. The details of this Committee are provided in the Corporate Governance Report forming part of the Annual Report.

LISTING

The equity shares continue to be listed on the BSE Ltd (Bombay Stock Exchange) and the National Stock Exchange of India Ltd. (NSE). Both these Stock Exchanges have nationwide terminals and therefore, Shareholders/Investors are not facing any difficulty in trading the shares of the Company from any part of the Country. The Company has paid annual listing fees for the Financial Year 2014-15 to the BSE Ltd. and the National Stock Exchange of India Ltd. and annual custody fees to National Securities Depository Limited and Central Depository Services (India) Limited.

REPORT ON CORPORATE GOVERNANCE

The Directors adhere to the requirements set out by the Securities and Exchange Board of India''s Corporate Governance practices and have implemented all the stipulations prescribed. Secretarial Compliances, reporting, intimations etc. under the Companies Act, 1956, listing agreement(s) and other applicable laws, rules and regulations are noted in the Board/ Committee Meetings from time to time.

The Report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms part of the Annual Report.

The requisite Certificate from the Statutory Auditors of the Company, M/s Doogar & Associates, Chartered Accountants, confirming compliance with the conditions of Corporate Governance as stipulated under the aforesaid Clause 49, is attached and forms part of the Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Report as required under Clause 49 of the Listing Agreement with the Stock Exchanges forms part of the Annual Report.

ACKNOWLEDGEMENT

Your Directors would like to express their sincere appreciation for assistance and co-operation received from the Vendors and Stakeholders including Financial Institutions, Banks, Central & State Government Authorities, other business associates, who have extended their valuable sustained support and encouragement during the year under review.

The relationship with the employees remained cordial during the year. Your Directors are thankful to the shareholders and customers for their continued patronage. Your Directors wish to place on record their appreciation for impressive growth achieved through the competence, hard work, solidarity, cooperation and support of employees at all levels.

CAUTIONARY STATEMENT

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

For and on behalf of the Board For Omaxe Limited

Sd/- Place: New Delhi Rohtas Goel Date : 30th May, 2014 Chairman and Managing Director

(DIN: 00003735)

Registered Office:

Shop No. 19-B, First Floor

Omaxe Celebration Mall, Sohna Road

Gurgaon, Haryana-122001


Mar 31, 2013

DEAR MEMBERS,

The Directors have pleasure in presenting the Twenty Fourth Annual Report together with the Audited Accounts of the Company for the financial year ended March 31, 2013.

FINANCIAL HIGHLIGHTS

A brief overview on Consolidated and Stand-Alone Financial Performance for the financial year ended March 31, 2013 are as follows:

A CONSOLIDATED FINANCIAL PERFORMANCE (Rs. in Mio) Particulars 31.03.2013 31.03.2012

Gross Revenue 20998.49 18711.55

Profit before Interest, 2560.60 2570.49 depreciation, exceptional items & tax

Less: Interest 1263.86 1318.62

Less: Depreciation 74.53 58.11

Profit before exceptional 1222.21 1193.76 items and tax

Add: Exceptional Items 25.00 -

Less: Provision for tax 190.23 289.79

Profit after tax 1056.98 903.97

Less: Minority Adjustment 0.19 0.13

Profit after tax after minority 1056.79 903.84 adjustment

Add: Profit brought forward 7538.29 6734.26 from last year

Add: Adjustments (0.25) 0.19

Profit available for 8594.83 7638.29 appropriation

Appropriations

Less: Transferred to General 101.00 100.00

Reserves

Less: Proposed equity 121.50 - dividend

Less: Tax on distribution of 20.65 - proposed equity dividend

Balance Carried to Balance 8351.68 7538.29 Sheet

B STAND-ALONE FINANCIAL PERFORMANCE

(Rs. in Mio) Particulars 31.03.2013 31.03.2012

Gross Revenue 13610.73 13488.93

Profit before Interest, 1958.45 2100.70 depreciation, exceptional items & tax

Less: Interest 1235.06 1281.26



(Rs. in Mio) Particulars 31.03.2013 31.03.2012

Less: Depreciation 62.90 48.57

Profit before exceptional 660.49 770.87 items & Tax

Add: Exceptional items 250.00 -

Less: Provision for tax 52.02 141.90

Profit after Tax 858.47 628.97

Add : Profit brought forward 5056.23 4527.26 from last year

Profit available for 5914.70 5156.23 appropriation

Appropriations

Less: Transferred to General 100.00 100.00 Reserves

Less: Proposed equity 121.50 - dividend

Less: Tax on distribution of 20.65 - proposed equity dividend

Balance Carried to Balance 5672.55 5056.23 Sheet

DIVIDEND

Your Directors are pleased to recommend a dividend of Rs.0.70 per equity share (7%) on the paid up equity share capital of the Company for the Financial Year 2012-13 amounting to Rs.121.50 mio for approval of the Members.

OPERATIONS

Your Company''s consolidated revenue grew up by more than 12% during the year. On consolidated basis, your Company registered revenue of Rs.20988.49 mio, whereas the Profit before Tax and Net Profit stood at Rs.1247.21 mio and Rs.1056.79 mio respectively. On standalone basis, the Company registered revenue of Rs.13610.73 mio, whereas the Profit before Tax and Net Profit stood at Rs.910.49 mio and Rs.858.47 mio respectively.

Your Company, started 25 years back, today stands firm with 41 projects under development and a Net worth of Rs.18586 mio. Your Company is present across 9 states across 30 cities, predominantly across north and central India. It is involved in developing Integrated Townships, Hi-Tech Townships, Group Housing projects, Shopping Malls, Office Spaces, SCOs and Hotel projects.

During the Financial Year 2012-13, your Company launched several new residential and commercial projects in cities like Indore, Bahadurgarh, Bhiwadi, Ludhiana, Yamuna Nagar, Faridabad, Greater Noida, New Chandigarh, Jaipur and Sonepat etc. Your Company launched one of its largest residential project titled Omaxe Royal Residency at Lucknow – a Group Housing project. In the commercial segment, your Company launched its project named ''India Trade Centre'' at Greater Noida.

OUTLOOK

With a widespread geographical coverage, a wide range of offerings across the entire real estate value chain, a healthy pipeline of inventory at various stages of development, an impressive land bank, all these put your Company in a position of promising future growth potential. Your Company is well placed to maximize from emerging socio-economic trends of rapid urbanizations, emergence of smaller cities as new centres of future economic growth, a rapid shift towards nuclear families and aspirations of an enhanced lifestyle.

MINIMUM PUBLIC SHAREHOLDING

The Company''s public shareholding as on 31st March 2013 was 10.86% and for the purpose of compliance of "Minimum Public Shareholding" norms of the Securities and Exchange Board of India (SEBI), the Company was required to raise its public shareholding to at least 25%. Accordingly, the promoter companies conducted an Offer for Sale (OFS)on 21st May 2013 and 33,98,385 shares (constituting 1.96% of the total paid up equity share capital of the Company) were allocated to the successful bidders. Thereby the public shareholding of the Company increased to 12.81%. Company is exploring suitable options for further raising the public shareholding of the Company to 25% to comply with the "Minimum Public Shareholding" norms of the SEBI.

PUBLIC DEPOSITS

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

As on 31st March 2013, your Company has Fixed Deposits to the tune of Rs.32.95 Crores which includes 9 cases of unclaimed deposits amounting to Rs.5.71 Lacs. Periodical reminders are being sent to the Deposit holders whose deposits are matured but remain unclaimed.

AUDIT COMMITTEE

The Audit Committee has been constituted in terms of Section 292A of the Companies Act, 1956 read with Clause 49 of the Listing Agreement. It consists of four members namely Mr. Devi Dayal, Independent Director, Mr. Padmanabh Pundrikray Vora, Independent Director, Dr. Prem Singh Rana, Independent Director and Mr. Rohtas Goel, Chairman and Managing Director of the Company. Mr. Devi Dayal, Independent Director is the Chairman of the Audit Committee. All members of the Audit Committee possess sufficient knowledge and experience in the field of Finance and Accounts.

AUDITORS

The Auditors, M/s Doogar & Associates, Registration No. 000561N, Chartered Accountants, hold office until the conclusion of the forthcoming Annual General Meeting and offer themselves for re- appointment. Certificate from the Auditors has been received to the effect that their re-appointment, if made, would be within the limits prescribed under Section 224(1B) of the Companies Act, 1956. Further, the Company has also received a copy of Peer Review Certificate issued by the Institute of Chartered Accountant of India to the Auditors and declaration from the Auditors that they are not disqualified for such appointment/ reappointment within the meaning of Section 226 of the said Act.

The Board recommends the re-appointment of M/s Doogar & Associates, Chartered Accountants as the Statutory Auditors of the Company to hold office upto the conclusion of the next Annual General Meeting of the Company.

AUDITOR''S REPORT

The Notes on accounts and observations of the Auditors in their report on the Accounts of the Company are self-explanatory. However, your directors have following comments on the observations in the Auditor''s Report and recommendations of the Audit Committee:- Except for delays, in some cases in depositing statutory dues on account of clerical reconciliations, there are no arrears outstanding at the end of the financial year 2012-13. Further, there are certain dues of Sales Tax, Service Tax and Income Tax, which has not been deposited on account of dispute, will be settled as per the resolution of dispute.

COST COMPLIANCE CERTIFICATE

The Company has obtained Cost Compliance Certificate from M/s S.K Bhatt & Associates, Cost Accountants for the Financial Year 2011-12 as per the provisions of Companies (Cost Accounting Record) Rules, 2011 and the Cost Compliance Certificate for the Financial Year 2012-13 shall be obtained by the Company in due course.

INTERNAL CONTROL SYSTEMS

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

SUBSIDIARY COMPANIES

The Company has 94 subsidiaries as on March 31, 2013. List of Subsidiaries which have been consolidated at the year end is given in the Notes to Accounts.

During the year, your Company has acquired all the equity shares including superior equity shares and class equity shares of M/s Omaxe Azorim Developers Private Limited from Azorim International Holdings Limited and thereby the Company gave a complete exit to Azorim International Holdings Limited from the projects "The Forest" and "The Hills-II" situated at Faridabad, Haryana. Further details is stated in the notes to the consolidated financial statements.

Further, the shares of subsidiary company M/s Omaxe Infrastructure and Construction Limited were sold to M/s Reacon Engineers (India) Private Limited during the year and thereby this company ceased to be a subsidiary of the Company. Further details is stated in the notes to the consolidated financial statements.

Further, consequent to the acquisition by M/s Rohtas Holdings (Gulf) Limited (100% subsidiary of the Company) of entire equity share capital on 24th January 2013 and relevant approvals thereto on 3rd March 2013, M/s Marine Sands Limited, a special purpose vehicle for project in Dubai has become a step down subsidiary of the Company. Apart from the above another step down subsidiary M/s Golden Crescent Red and General Trading Limited was de-registered on 22nd May 2013. Further detail regarding these companies is stated in the notes to the consolidated financial statement.

ACCOUNTS OF SUBSIDIARY COMPANIES

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

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

Further, the Annual Accounts of the subsidiary companies and the related detailed information will be made available to the shareholders of the holding and subsidiary companies seeking such information at any point of time and the Annual Accounts of the subsidiary companies will also be kept for inspection by any member in the head office of the holding company and of the subsidiary companies concerned. The Company will furnish a hard copy of details of accounts of subsidiaries to any shareholder on demand. Further, the annual accounts for the financial year 2012-13 of all the subsidiary companies are available on the website of the company ie., www.omaxe.com

EMPLOYEES STOCK OPTION PLANS

The Company has two ESOP schemes viz. Omaxe ESOP Plan Alpha and Omaxe ESOP Plan Beta-2007. However, as all the options under Omaxe ESOP Plan Alpha since been lapsed, this plan is no more in existence.

The details of ESOP Plan Beta - 2007 are as under:

OMAXE ESOP PLAN BETA-2007

The Company had adopted Omaxe ESOP Plan Beta-2007 pursuant to the special resolution passed in the Annual General Meeting held on September 27, 2007.

Pursuant to the requirements of the SEBI (ESOS and ESPS) Guidelines, 1999, given below are the requisite disclosures:

Options granted

No options have been granted till date.

(Previous Year - No options have been granted till date.)

Pricing formula

No options have been granted till date under this scheme. However, the pricing formula would be as per the SEBI guidelines as at the time of grant of options.

(Previous Year- No options have been granted till date under this scheme. However, the pricing formula would be as per the SEBI guidelines as at the time of grant of options.)

Options vested

No options have vested till date under the above mentioned Scheme.

(Previous Year - No options have vested till date under the above mentioned Scheme.)

Options exercised

No options have been exercised till date in the above mentioned Scheme.

(Previous Year - No options have been exercised till date in the above mentioned Scheme.)

Total number of shares arising due to exercise of options

No options have been grated till date and hence, no shares would arise due to exercise of options.

(Previous Year - No options have been grated till date and hence, no shares would arise due to exercise of options.)

Options lapsed

No options have lapsed till date as per the grant and vesting schedule of the Scheme.

(Previous Year - No options have lapsed till date as per the grant and vesting schedule of the Scheme.)

Variation of terms of options

No variation has been made to the terms of the scheme.

(Previous Year - No variation has been made to the terms of the scheme.)

Money realized by exercise of options

No money has been realized till date, as no Options have been exercised till date.

(Previous Year - No money has been realized till date, as no Options have been exercised till date.)

Total number of options in force

No option is in force under the scheme mentioned above.

(Previous Year - No option is in force under the scheme mentioned above.)

Employee wise details of options granted to: Senior managerial personnel

Nil

(Previous Year- Nil)

Any other employee with grant greater than 5% of total Options

Nil

(Previous Year- Nil)

Employees getting options more than 1% of issued capital

No employee of the Company has been awarded more than or equal to 1% of the issued capital (excluding outstanding warrants and conversions) of the Company at the time of the grant.

(Previous Year - No employee of the Company has been awarded more than or equal to 1% of the issued capital (excluding outstanding warrants and conversions) of the Company at the time of the grant.)

Diluted Earnings per Share

There has been no grant under this scheme and hence there is no impact on EPS.

(Previous Year - There has been no grant under this scheme and hence there is no impact on EPS.)

Exercise price and fair option value

Not applicable.

(Previous Year - Not applicable.)

Employee Compensation Cost

The employee compensation cost will be calculated as difference between the fair value of the shares and exercise price of the option. However the difference between the employee compensation cost so computed and the employee compensation cost that shall have been recognised if it had used the fair value of the options, shall be disclosed. The impact of this difference on profits and on EPS of the company shall also be disclosed.

Since there are no options in force, the employee compensation cost is Nil.

(Previous Year- The employee compensation cost will be calculated as difference between the fair market value of the shares and exercise price of the option)

Weighted average exercise price and fair value of options

Nil

(Previous Year – Nil)

Expected life

Expected life of options granted to the employees is ten (10) years. This is based on various schemes launched by various organizations in the country.

(Previous Year - Expected life of options granted to the employees is ten (10) years. This is based on various schemes launched by various organizations in the country.)

DIRECTORATE

In accordance with the provisions Section 255 and Section 256 of the Companies Act, 1956 and Articles of Association of the Company Mr. Sunil Goel, Joint Managing Director and Mr. Padmanabh Pundrikray Vora, Director of the Company who retire by rotation, at the ensuing Annual General Meeting and, being eligible, offer themselves for re-appointment.

Further, Mr. Rohtas Goel, Chairman and Managing Director and Mr. Sunil Goel, Joint Managing Director of the Company were re-appointed for a further period of 5 years w.e.f. 1st April, 2013 by the Board at its meeting held on 28th March, 2013. This re- appointment is subject to the approval of the shareholders of the Company and has been included in the notice for the approval of the shareholders in the forthcoming Annual General Meeting.

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

The Board recommends their appointment/ reappointment.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under section 217(2AA) of the Companies Act, 1956, with respect to Directors'' Responsibility Statement, it is hereby confirmed that:

(i) In the preparation of the annual accounts for the financial year ended March 31, 2013, the applicable accounting standards have been followed and there are no material departures;

(ii) The Directors had selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on March 31, 2013 and of the profit of the Company for the year ended on that date;

(iii) The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

(iv) The Directors had prepared the annual accounts of the Company for the financial year ended March 31, 2013 on a ''going concern'' basis.

PARTICULARS OF EMPLOYEES

As required by the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particular of Employees) Rules, 1975 as amended, the names and other particular of the Employees are set out in Annexure I.

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

The information required pursuant to Section 217 (1)(e) of the Companies Act, 1956, read with Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 pertaining to Conservation of Energy, Research & Development, Technology Absorption are not applicable to the Company.

The earning in foreign currency is Rs.1.97 mio during the current year as against Rs.6.67 mio earning in previous year and expenditure in foreign currency is Rs.3.12 mio during the current year as compared to Rs.3.65 mio in the previous year.

INVESTOR RELATIONS

Investor Relations have been cordial during the year. As per the Circular No. CIR/OIAE/2/2011 dated June 3, 2011 issued by the Securities and Exchange Board of India, Company is timely redressing the Investor Complaints through the SEBI complaints Redress System (SCORES). As a part of compliance, the Company has an Investor Grievance Committee to redress the issues relating to investors. It consists of two members namely Lt. Gen. (Retd.) Bhopinder Singh, Independent Director and Mr. Rohtas Goel, Chairman and Managing Director of the Company. Lt. Gen. (Retd.) Bhopinder Singh, Independent Director is the Chairman of the Investor Grievance Committee. The details of this Committee are provided in the Corporate Governance Report forming part of the Annual Report.

LISTING

The equity shares continue to be listed on the BSE Ltd (Bombay Stock Exchange) and the National Stock Exchange of India Ltd. (NSE). Both these Stock Exchanges have nationwide terminals and therefore, shareholders/investors are not facing any difficulty in trading the shares of the Company from any part of the Country. The Company has paid annual listing fees for the financial year 2013-14 to the BSE Ltd. and the National Stock Exchange of India Ltd. and annual custody fees to National Securities Depository Limited and Central Depository Services (India) Limited.

REPORT ON CORPORATE GOVERNANCE

The Directors adhere to the requirements set out by the Securities and Exchange Board of India''s Corporate Governance practices and have implemented all the stipulations prescribed. Secretarial compliances, reporting, intimations etc. under the Companies Act, 1956, listing agreement(s) and other applicable laws, rules and regulations are noted in the Board/ Committee Meetings from time to time. The Company has implemented several best corporate governance practices as prevalent globally.

The Report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms part of this Report.

The requisite Certificate from the Statutory Auditors of the Company, M/s Doogar & Associates, Chartered Accountants, confirming compliance with the conditions of Corporate Governance as stipulated under the aforesaid Clause 49, is attached and forms part of the Report.

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Report as required under Clause 49 of the Listing Agreement with the Stock Exchanges forms part of this Report.

ACKNOWLEDGEMENT

Your Directors would like to express their sincere appreciation for assistance and co-operation received from the vendors and stakeholders including financial institutions, banks, Central & State Government Authorities, other business associates, who have extended their valuable sustained support and encouragement during the year under review.

The relationship with the employees remained cordial during the year. Your Directors are thankful to the shareholders and customers for their continued patronage. Your Directors wish to place on record their appreciation for impressive growth achieved through the competence, hard work, solidarity, cooperation and support of employees at all levels.

CAUTIONARY STATEMENT

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



For and on behalf of the Board For Omaxe Limited

Sd/-

Place: New Delhi Rohtas Goel Date: 30th May 2013 Chairman and Managing Director

Registered Office:

Omaxe House

7, LSC, Kalkaji

New Delhi-110019


Mar 31, 2012

DEAR MEMBERS,

The Directors have pleasure in presenting the Twenty Third Annual Report together with the Audited Accounts of the Company for the financial year ended March 31, 2012.

FINANCIAL HIGHLIGHTS

A brief overview on Consolidated and Stand-Alone Financial Performance for the financial year ended March 31, 2012 are as follows:

A CONSOLIDATED FINANCIAL PERFORMANCE

(- in Mio)

Particulars 31.03.2012 31.03.2011

Gross Revenue 18711.55 15447.45

Profit before Interest, 2570.49 2376.80 depreciation & tax

Less: Interest 1318.62 1047.39

Less: Depreciation 58.11 47.56

Profit Before Tax 1193.76 1281.85

Less: Provision for tax 289.79 354.73

Profit after tax 903.97 927.12

Less: Minority Adjustment 0.13 (0.01)

Profit after tax after 903.84 927.13 minority adjustment

Add: Profit brought forward 6734.26 6012.27 from last year

Add: Adjustments 0.19 45.69

Profit available for 7638.29 6985.09 appropriation

Appropriations

Less: Transferred to 100.00 100.00 General Reserves

Less: Transferred to - 150.82 Debenture Redemption Reserve

Less: Share in proposed - 0.01 dividend and dividend tax on preference shares in Joint Venture Company

Balance Carried to Balance 7538.29 6734.26 Sheet

B STAND-ALONE FINANCIAL PERFORMANCE

(Rs. in Mio)

Particulars 31.03.2012 31.03.2011

Gross Revenue 13488.93 11604.15

Profit before Interest, 2100.70 1870.69 depreciation & tax

Less: Interest 1281.26 1014.47

Less: Depreciation 48.57 41.31

Profit Before Tax 770.87 814.91

Less: Provision for tax 141.90 189.86

Profit after Tax 628.97 625.05

Add : Profit brought forward 4527.26 4153.03 from last year

Profit available for 5156.23 4778.08 appropriation

Appropriations

Less: Transferred to 100.00 100.00 General Reserves

Less: Transferred to - 150.82 Debenture Redemption Reserve

Balance Carried to Balance 5056.23 4527.26 Sheet

DIVIDEND

Keeping in view the future fund requirements of the Company, your directors do not recommended any dividend for the financial year ending March 31, 2012.

OPERATIONS

Your Company's consolidated revenue grew up by more than 21% during the year. On consolidated basis, your Company registered revenue of Rs.18711.55 mio, whereas the Profit before Tax and Net Profit stood at Rs.1193.76 mio and Rs.903.84 mio respectively. On standalone basis, the revenue grew by more than 16% to reach Rs.13488.93 mio, whereas the Profit before Tax and Net Profit stood at Rs.770.87 mio and Rs.628.97 mio respectively.

Your company is currently working on 44 real estate projects - 17 Integrated Townships, 2 Hi-Tech Townships, 16 Group Housing projects, 9 Shopping Malls & Commercial Complexes/ Hotel projects. The company's operation spans from acquisition of land, planning, development and marketing. In Infrastructure vertical, there are 10 ongoing projects that comprises of EPC Contracts, Roads & Bridges construction.

During the year, your Company has made several new launches throughout the country including plots at Omaxe New Chandigarh, New Chandigarh, SCO at PDA Omaxe City, Patiala, Shubhangan Floors and The Prime at Omaxe City, Jaipur, Royal View

Executive and Royal View Premier at Royal Residency, Ludhiana, Omaxe Cassia at Omaxe New Chandigarh, Celebrity Court at Omaxe City, Palwal, Thames at Omaxe Riviera, Rudrapur, Omaxe Avenue at Omaxe City, Lucknow, Omaxe Royal Street at Omaxe North Avenue-II, Bahadurgarh and many more.

Your Company, during the year, focused on consolidating and reducing the debts and on execution and delivery of projects.

OUTLOOK:

With a widespread geographical coverage, a wide range of offerings across the entire real estate value chain, a healthy pipeline of inventory at various stages of development, an impressive land bank and a robust infrastructure development subsidiary - all these put your Company in a position of promising future growth potential. Your Company is well placed to maximize from emerging socio-economic trends of rapid urbanizations, emergence of smaller cities as new centres of future economic growth, a rapid shift towards nuclear families and aspirations of an enhanced lifestyle.

DEBENTURES

Details of Non Convertible Redeemable Debentures:

No fresh debentures were issued during the Financial Year.

During the year, Non convertible redeemable debentures of Series J and Series G issued to LIC Mututal Fund and Non convertible redeemable debentures of Series L issued to LIC of India were redeemed as per their terms of redemption.

PUBLIC DEPOSITS

During the year the Company has not accepted any fresh public deposit and is in compliance to the provisions of Section 58A,58AA or any other relevant provisions of the Act and the companies (Acceptance of Deposits) Rules,1975. There were 9 cases of unclaimed deposits amounting to -5.71 Lacs as on March 31, 2012 Periodical reminders are being sent to the Deposit holders.

AUDIT COMMITTEE

The Audit Committee has been constituted in terms of Section 292A of the Companies Act, 1956 read with Clause 49 of the Listing Agreement. It consists of four members namely Mr. Devi Dayal, Independent Director, Mr. Padmanabh Pundrikray Vora, Independent Director, Dr. Prem Singh Rana, Independent Director and Mr. Rohtas Goel, Chairman and Managing Director of the Company. Mr. Devi Dayal, Independent Director is the Chairman of the Audit Committee. All members of the Audit Committee possess sufficient knowledge and experience in the field of Finance and Accounts.

AUDITORS

The Auditors, M/s Doogar & Associates, Registration No. 000561N, Chartered Accountants, hold office until the conclusion of the forthcoming Annual General Meeting and offer themselves for re- appointment. Certificate from the Auditors has been received to the effect that their re-appointment, if made, would be within the limits prescribed under Section 224(1B) of the Companies Act, 1956. Further, the Company has also received a copy of Peer Review Certificate issued by the Institute of Chartered Accountant of India to the Auditors and declaration from the Auditors that they are not disQualified for such appointment/ reappointment within the meaning of Section 226 of the said Act.

The Board recommends the re-appointment of M/s Doogar & Associates, Chartered Accountants the Statutory Auditors of the Company to hold office upto the conclusion of the next Annual General Meeting of the Company.

AUDITORS' REPORT

The Notes on accounts and observations of the Auditors in their report on the Accounts of the Company are self-explanatory. However, your directors have following comments on the observations in the Auditor's Report and recommendations of the Audit Committee:- Except for delay in some cases in depositing statutory dues on account of administrative and clerical difficulties there are no arrears outstanding at the end of the financial year for more than 6 months from the date they become payble. However, steps are being taken for further strengthening the systems. There are certain dues of Sales tax & Income tax, which has not been deposited on account of dispute, will be settled as per the resolution of dispute.

INTERNAL CONTROL SYSTEMS

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

ACCOUNTS OF SUBSIDIARY COMPANIES

The Company has 91 subsidiaries as on March 31, 2012. List of Subsidiaries which have been consolidated at the year end is given in the Notes to Accounts.

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

As per the General Circular No. 2/2011 dated February 8, 2011 issued by the Ministry of Corporate Affairs, the balance sheets of the subsidiary companies have not been attached to the Annual Report. However, the information regarding Capital, Reserves,

Total Assets, Total Liabilities, Details of Investment (except in case of Investment in the Subsidiaries), Turnover, Profit before taxation, Provision for taxation, Profit after taxation and Proposed Dividend for each subsidiary including subsidiaries of subsidiary has been disclosed in the Consolidated Balance Sheet of the Company.

Further, the Annual Accounts of the subsidiary companies and the related detailed information will be made available to the shareholders of the holding and subsidiary companies seeking such information at any point of time and the Annual Accounts of the subsidiary companies will also be kept for inspection by any member in the head office of the holding company and of the subsidiary companies concerned. The Company will furnish a hard copy of details of accounts of subsidiaries to any shareholder on demand.

EMPLOYEES STOCK OPTION PLANS

The Company has two ESOP schemes viz. Omaxe ESOP Plan Alpha and Omaxe ESOP Plan Beta-2007. However, as all the options under Omaxe ESOP Plan Alpha since been lapsed, this plan is no more in existence.

The details of ESOP Plan Beta - 2007 are as under:

OMAXE ESOP PLAN BETA-2007

The Company had adopted Omaxe ESOP Plan Beta-2007 pursuant to the special resolution passed in the Annual General Meeting held on September 27, 2007.

Pursuant to the requirements of the SEBI (ESOS and ESPS) Guidelines, 1999, given below are the requisite disclosures:

Options granted

No options have been granted till date.

(Previous Year - No options have been granted till date.)

Pricing formula

No options have been granted till date under this scheme. However, the pricing formula would be as per the SEBI guidelines as at the time of grant of options.

(Previous Year- No options have been granted till date under this scheme. However, the pricing formula would be as per the SEBI guidelines as at the time of grant of options.)

Options vested

No options have vested till date under the above mentioned Scheme.

(Previous Year - No options have vested till date under the above mentioned Scheme.)

Options exercised

No options have been exercised till date in the above mentioned Scheme.

(Previous Year - No options have been exercised till date in the above mentioned Scheme.)

Total number of shares arising due to exercise of options

No options have been grated till date and hence, no shares would arise due to exercise of options.

(Previous Year - No options have been grated till date and hence, no shares would arise due to exercise of options.)

Options lapsed

No options have lapsed till date as per the grant and vesting schedule of the Scheme.

(Previous Year - No options have lapsed till date as per the grant and vesting schedule of the Scheme.)

Variation of terms of options

No variation has been made to the terms of the scheme.

(Previous Year - No variation has been made to the terms of the scheme.)

Money realized by exercise of options

No money has been realized till date, as no Options have been exercised till date.

(Previous Year - No money has been realized till date, as no Options have been exercised till date.)

Total number of options in force

No option is in force under the scheme mentioned above.

(Previous Year - No option is in force under the scheme mentioned above.)

Employee wise details of options granted to: Senior managerial personnel

Nil

(Previous Year- Nil)

Any other employee with grant greater than 5% of total Options

Nil

(Previous Year- Nil)

Employees getting options more than 1% of issued capital

No employee of the Company has been awarded more than or equal to 1% of the issued capital (excluding outstanding warrants and conversions) of the Company at the time of the grant.

(Previous Year - No employee of the Company has been awarded more than or equal to 1% of the issued capital (excluding outstanding warrants and conversions) of the Company at the time of the grant.)

Diluted Earnings per Share

There has been no grant under this scheme and hence there is no impact on EPS.

(Previous Year - There has been no grant under this scheme and hence there is no impact on EPS.)

Exercise price and fair option value

Not applicable.

(Previous Year - Not applicable.)

Employee Compensation Cost

The employee compensation cost will be calculated as difference between the fair value of the shares and exercise price of the option. However the difference between the employee compensation cost so computed and the employee compensation cost that shall have been recognised if it had used the fair value of the options, shall be disclosed. The impact of this difference on Profits and on EPS of the company shall also be disclosed.

Since there are no options in force, the employee compensation cost is Nil.

(Previous Year- The employee compensation cost will be calculated as difference between the fair market value of the shares and exercise price of the option)

Weighted average exercise price and fair value of options

Nil

(Previous Year - Nil)

Expected life

Expected life of options granted to the employees is ten (10) years. This is based on various schemes launched by various organizations in the country.

(Previous Year - Expected life of options granted to the employees is ten (10) years. This is based on various schemes launched by various organizations in the country.)

DIRECTORATE

In accordance with the provisions Section 255 and Section 256 of the Companies Act, 1956 and Articles of Association of the Company Mr. Jai Bhagwan Goel, Whole Time Director and Mr. Devi Dayal, Director of the Company who retire by rotation, at the ensuing Annual General Meeting and, being eligible, offer themselves for re-appointment. Further, Dr. Prem Singh Rana was appointed as Additional Director in the meeting of Board of Directors of the Company held on November 9, 2011 and is proposed to be appointed as Director under Section 257 of the Companies act, 1956.

Brief resume of the Directors proposed to be reappointed, nature of their expertise in specific functional areas and names of the companies in which they hold directorship and membership/ chairmanship of Committees of the Board, as stipulated under

Clause 49 of the Listing Agreement with the Stock Exchanges are provided in the Corporate Governance Report forming part of the Annual Report.

The Board recommends their appointment/ reappointment.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under section 217(2AA) of the Companies Act, 1956, with respect to Director's Responsibility Statement, it is hereby confirmed that:

(i) In the preparation of the annual accounts for the financial year ended March 31, 2012, the applicable accounting standards have been followed along with proper explanations relating to material departures;

(ii) The Directors had selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on March 31, 2012 and of the Profit of the Company for the year ended on that date;

(iii) The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

(iv) The Directors had prepared the annual accounts of the Company for the financial year ended March 31, 2012 on a 'going concern' basis.

PARTICULARS OF EMPLOYEES

As required by the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particular of Employees) Rules, 1975 as amended, the names and other particular of the Employees are set out in Annexure I.

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

The information required pursuant to Section 217 (1)(e) of the Companies Act, 1956, read with Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 pertaining to Conservation of Energy, Research & Development, Technology Absorption are not applicable to the Company.

The earning in foreign currency is -6.67 mio during the current year as against -44.27 mio earning in previous year and expenditure in foreign currency is -3.65 mio during the current year as compared to ^11.70 mio in the previous year.

INVESTOR RELATIONS

Investor Relations have been cordial during the year. As a part of compliance, the Company has formed an Investor Grievance Committee to redress the issues relating to investors. It consists of two members namely Lt. Gen. (Retd.) Bhopinder Singh, Independent Director and Mr. Rohtas Goel, Chairman and Managing Director of the Company. Lt. Gen. (Retd.) Bhopinder Singh, Independent Director is the Chairman of the Investor Grievance Committee. The details of this Committee are provided in the Corporate Governance Report forming part of the Annual Report.

LISTING

The equity shares continue to be listed on The Bombay Stock Exchange Ltd. (BSE) and The National Stock Exchange of India Ltd. (NSE). Both these Stock Exchanges have nation wide terminals and therefore, shareholders/investors are not facing any difficulty in trading the shares of the Company from any part of the Country. The Company has paid annual listing fee for the financial year 2012-13 to The Bombay Stock Exchange Ltd. and The National Stock Exchange of India Ltd. and annual custody fee to National Securities Depository Limited and Central Depository Services (India) Limited.

REPORT ON CORPORATE GOVERNANCE

The Directors adhere to the requirements set out by the Securities and Exchange Board of India's Corporate Governance practices and have implemented all the stipulations prescribed. The Company has implemented several best corporate governance practices as prevalent globally.

The Report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms part of this Report.

The requisite Certificate from the Statutory Auditors of the Company, M/s Doogar & Associates, Chartered Accountants, confirming compliance with the conditions of Corporate Governance as stipulated under the aforesaid Clause 49, is attached and forms part of the Report.

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Report as required under Clause 49 of the Listing Agreement with the Stock Exchanges forms part of this Report.

ACKNOWLEDGEMENT

Your Directors would like to express their sincere appreciation for assistance and co-operation received from the vendors and stakeholders including financial institutions, banks, Central & State Government authorities, other business associates, who have extended their valuable sustained support and encouragement during the year under review.

The relationship with the employees remained cordial during the year. Your Directors are thankful to the shareholders and customers for their continued patronage. Your Directors wish to place on record their appreciation for impressive growth achieved through the competence, hard work, solidarity, cooperation and support of employees at all levels.

CAUTIONARY STATEMENT

Statement made in the Annual Report, including those stated under the caption "Management Discussion and Analysis" describing the Company's plan, projections and expectations may constitute "forward looking statement" within the meaning of applicable laws and regulations. Actual results may differ materially from those either expressed or implied.

For and on behalf of the Board For Omaxe Limited

Sd/- Place: New Delhi Rohtas Goel

Date : 30th May, 2012 Chairman and Managing Director

Registered Office:

Omaxe House 7, LSC, Kalkaji New Delhi-110019




Mar 31, 2011

DEAR MEMBERS,

The Directors have pleasure in presenting the Twenty Second Annual Report together with the Audited Accounts of the Company for the financial year ended March 31, 2011.

FINANCIAL HIGHLIGHTS

A brief overview on Consolidated and Stand-Alone Financial Performance for the financial year ended March 31, 2011 are as follows:

A CONSOLIDATED FINANCIAL PERFORMANCE

( Rs. in mio)

Particulars 31.03.11 31.03.10

Gross Receipts & Other Income 15447.45 10147.07

Profit before Interest,

depreciation & tax 2376.80 2100.94

Less: Interest 1047.39 1021.18

Less: Depreciation 47.56 45.45

Profit Before Tax 1281.85 1034.31

Less: Provision for tax 354.73 (91.23)

Profit after tax 927.12 1125.54

Add: Minority Adjustment 0.01 (0.11)

Profit after Tax after minority

adjustments 927.13 1125.43

Add: Profit brought forward

from last year 6012.27 4986.93

Add: Adjustments 45.69 (0.09)

Profit available for

appropriation 6985.09 6112.27

Appropriations

Less: Transferred to General

Reserves 100 100

Less: Transferred to Debenture

Redemption Reserve 150.82 Nil

Less: Share in proposed dividend and dividend tax on preference shares in Joint Venture Company 0.01 Nil

Balance Carried to Balance Sheet 6734.26 6012.27

B STAND-ALONE FINANCIAL PERFORMANCE

(Rs. in mio)

Particulars 31.03.11 31.03.10

Gross Receipts & Other Income 11604.15 8073.46

Profit before Interest, depreciation & tax 1870.69 1831.29

Less: Interest 1014.47 1015.16

Less: Depreciation 41.31 41.21

Profit Before Tax 814.91 774.92

Less: Provision for tax 189.86 (132.80)

Profit after Tax 625.05 907.72

Add : Profit brought forward from last year 4153.03 3345.31

Profit available for appropriation 4778.08 4253.03

Appropriations

Less: Transferred to General

Reserves 100 100

Less: Transferred to Debenture

Redemption Reserve 150.82 Nil

Balance Carried to Balance Sheet 4527.26 4153.03

DIVIDEND

Keeping in view future fund requirements of the Company, your Directors do not recommended any dividend for the financial year ended March 31,2011.

OPERATIONS AND OUTLOOK

Your Company's consolidated revenues grew by 52% during the year. On Consolidated basis, we registered revenue of Rs.15447.45 mio, whereas our Profit before Tax and Net Profit stood at Rs.1281.85 mio and Rs.927.12 mio respectively. On standalone basis, our revenues grew by 44% to reach Rs.11604.15 mio whereas our Profit before Tax and Net Profit stood at Rs.814.91 mio and Rs.625.05 mio respectively.

We witnessed an encouraging spurt in demand across our various projects during the financial year 201 0-11. The projects driving the demand included Omaxe City, New Chandigarh for residential plots and independent floors; Omaxe City, Jaipur for residential plots; Omaxe City, Indore for residential plots; Omaxe Waterfront Hi-Tech City, Allahabad for NAFFHIL Homes, LIG and EWS Homes; Omaxe City, Bhiwadi for 'My Homes'; Omaxe Residency, Lucknow for the group housing; India Trade Tower, Mullapur (Punjab) for commercial space and Omaxe City, Rohtak for shopping and office spaces.

With the increasing interest and demand for various projects during the year, your Company quickly embarked upon consolidation with accelerating the execution of its ongoing projects and completed various projects. The year was marked with inflationary pressure on the input front and competitive pressure on realisation front. The Company chose to focus on improving recoveries, enhancing cash flow allocations and reducing the debt. We are happy to note the impact of these initiatives on a strengthened balance sheet at the end of the financial year 2010-11.

Infrastructure and Construction Projects:

Your company and its subsidiaries have a combined order book of Rs.13640 mio for various third party infrastructure development and construction activities.

During the financial year 201 0-11, we bagged various projects including Construction of a Housing Complex for AFNHB at Meerut for a contract value of Rs.883.41 mio, Construction of Residential Accommodation at Indore and Nagrota for a contract value of Rs.3306.75 mio, Construction of a 200 ft. wide road with bridges & culverts (Kurali to Siswan) at Mohali for a contract value of Rs.704.28 mio, Construction of Dwelling Units at Nasik for a contract value of Rs.1 358.40 mio, Construction of a Housing Complex for AFNHB at Bhuvneshwar for a contract value of Rs.539.61 mio and Construction of a Medical College Complex at AIIMS, Rishikesh for a contract value of Rs.42.50 mio.

Your Company continues to focus on quality Infrastructure and construction projects, which proves to be a vital tool to further strengthen our order book.

DEBENTURES

Details of Non Convertible Redeemable Debentures:

No fresh debentures were issued during the Financial Year.

Further, outstanding Non convertible redeemable debentures of Series J and Series G issued to LIC Mutual Fund amounting to Rs.500 mio in aggregate and of Series L issued to LIC of India amounting to Rs.1 000 mio are redeemable as per their current terms of redemption/ negotiations.

PUBLIC DEPOSITS

During the financial year the Company has not accepted any fresh public deposits and is in compliance to the provisions of Section 58A,58AA or any other relevant provisions of the Act and the Companies (Acceptance of Deposits) Rules,1 975. There were 16 cases of unclaimed deposits amounting to Rs.19,08,485/- as on March 31, 2011, and the amount remained unclaimed. Periodical reminders are being sent to the deposit holders.

AUDIT COMMITTEE

The Audit Committee has been constituted in terms of Section 292A of the Companies Act, 1 956 read with Clause 49 of the Listing Agreement. It consists of four members namely Mr. Prahlad Kumar Gupta, Independent Director, Mr. Devi Dayal, Independent Director, Mr. Padmanabh Pundarikray Vora, Independent Director and Mr. Rohtas Goel, Chairman and Managing Director of the Company. Mr. Prahlad Kumar Gupta, Independent Director is the Chairman of the Audit Committee. All members of the Audit Committee possess sufficient knowledge and experience in the field of Finance and Accounts.

AUDITORS

The Auditors, M/s Doogar & Associates, Chartered Accountants, Registration No. 000561 N hold office until the conclusion of the forthcoming Annual General Meeting and offer themselves for re-appointment. Certificate from the Auditors has been received to the effect that their re-appointment, if made, would be within the limits prescribed under Section 224(1 B) of the Companies Act, 1 956. Further, the Company has also received a copy of Peer Review Certificate issued by the Institute of Chartered Accountants of India and a declaration from the Auditors that they are not disqualified for such appointment/ reappointment within the meaning of Section 226 of the said Act.

The Board recommends the re-appointment of M/s Doogar & Associates, Chartered Accountants the Statutory Auditors of the Company to hold office upto the conclusion of next Annual General Meeting.

AUDITORS' REPORT

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

Except for delay in some cases in depositing statutory dues on account of administrative and clerical difficulties there are no arrears outstanding at the end of the financial year or for more than 6 months from the date they became repayable. However, steps are being taken for further strengthening the systems. There are certain dues of Sales Tax, Service Tax and Income Tax, which has not been deposited on account of dispute, will be settled as per the resolution of dispute.

INTERNAL CONTROL SYSTEMS

The Company has in-house Internal Audit Department. Internal Control System of the Company has been devised through its extensive experience that ensures control over various functions of its business. The Company practices Quality Management System for Design, Planning, and Construction & Marketing which fulfils the requirement of ISO 9001. Periodic audits conducted by Internal Auditors and Statutory Auditors provide means whereby any weakness, whether financial or otherwise, is identified and rectified in time.

ACCOUNTS OF SUBSIDIARY COMPANIES

The Company has 90 subsidiaries as on March 31, 2011. List of Subsidiaries which have been consolidated at the year end is given in the Notes to Accounts.

Pursuant to Accounting Standard AS-21 issued by the Institute of Chartered Accountants of India and Listing Agreement as prescribed by Securities and Exchange Board of India (SEBI), Consolidated Financial Statements, which includes the financial information of the subsidiaries, are enclosed and forms part of thisAnnual Report.

As per the General Circular No. 1/2011 dated 8th February 2011 issued by the Ministry of Corporate Affairs, the Balance Sheets of the subsidiary companies have not been attached to the Annual Report. However, the information regarding Capital, Reserves, Total Assets, Total Liabilities, Details of Investment (except in case of Investment in the Subsidiaries), Turnover, Profit before taxation, Provision for taxation, Profit after taxation and Proposed Dividend for each subsidiary including subsidiaries of subsidiary has been disclosed in the Consolidated Balance Sheet of the Company.

Further, the Annual Accounts of the subsidiary companies and the related detailed information will be made available to the shareholders of the holding and subsidiary companies seeking such information at any point of time and the Annual Accounts of the subsidiary companies will also be kept for inspection by any member in the head office of the holding company and of the subsidiary companies concerned. The Company shall furnish a hard copy of details of accounts of subsidiaries to any shareholder on demand. Further, we will put the details of the accounts of individual subsidiary companies on the website of the Company i.e. www.omaxe.com.

GREEN INITIATIVES IN THE CORPORATE GOVERNANCE

The Ministry of Corporate Affairs (MCA) has taken a "Green Initiative in the Corporate Governance" by allowing service of document through electronic mode vide its Circulars dated 21.04.2011 and 29.04.2011.

Keeping in view the initiative taken by the MCA, the Company is also desirous to send various documents in electronic form to the email addresses provided by the members and made available to us by the depositories. All the members of the Company are requested to register their email addresses and changes therein, from time to time, with the concerned depositories and to help the Company to be successful in fulfilling this initiative of the Government.

EMPLOYEES STOCK OPTION PLANS

OMAXE ESOP PLAN BETA-2007

The Company had adopted Omaxe ESOP Plan Beta-2007 pursuant to the special resolution passed in the Annual General Meeting held on September 27, 2007.

Pursuant to the requirements of the SEBI (ESOS and ESPS)

Guidelines, 1999, given below are the requisites disclosures:

Options granted

No options have been granted till date.

(Previous Year - No options have been granted till date.)

Pricing formula

No options have been granted till date under this Scheme. However, the pricing formula would be as per the SEBI guidelines as at the time of grant of options.

(Previous Year- No options have been granted till date under this Scheme. However, the pricing formula would be as per the SEBI guidelines as at the time of grant of options.)

Options vested

No options have vested till date under the above mentioned Scheme.

(Previous Year - No options have vested till date under the above mentioned Scheme.)

Options exercised

No options have been exercised till date in the above mentioned Scheme.

(Previous Year - No options have been exercised till date in the above mentioned Scheme.)

Total number of shares arising due to exercise of options No options have been grated till date and hence, no shares would arise due to exercise of options.

(Previous Year - No options have been grated till date and hence, no shares would arise due to exercise of options.)

Options lapsed

No options have lapsed till date as per the grant and vesting schedule of the Scheme.

(Previous Year - No options have lapsed till date as per the grant and vesting schedule of the Scheme.)

Variation of terms of options

No variation has been made to the terms of the Scheme.

(Previous Year - No variation has been made to the terms of the Scheme.)

Money realised by exercise of options

No money has been realised till date, as no Options have been exercised till date.

(Previous Year - No money has been realised till date, as no Options have been exercised till date.)

Total numberof options in force

No option is in force under the scheme mentioned above.

(Previous Year - No option is in force under the scheme mentioned above.)

Employee wise details of options granted to: Senior managerial personnel

Nil

(Previous Year-Nil)

Any other employee with grant greater than 5% of total Options

Nil

(Previous Year-Nil)

Employees getting options more than 1 % of issued capital No employee of the Company has been awarded more than or equal to 1 % of the issued capital (excluding outstanding warrants and conversions) of the Company at the time of the grant.

(Previous Year - No employee of the Company has been awarded more than or equal to 1% of the issued capital (excluding outstanding warrants and conversions) of the Company at the time of the grant.)

Diluted Earnings Per Share

There has been no grant under this scheme and hence there is no impact on EPS.

(Previous Year - There has been no grant under this scheme and hence there is no impact on EPS.)

Exercise price and fair option value

Not applicable.

(Previous Year - Not applicable.)

Employee Compensation Cost

The employee compensation cost will be calculated as difference between the fair value of the shares and exercise price of the option. However, the difference between the employee compensation cost so computed and the employee compensation cost that shall have been recognised if it had used the fair value of the options, shall be disclosed. The impact of this difference on profits and on EPS of the company shall also be disclosed.

Since there are no options in force, the employee compensation cost is Nil.

(Previous Year- The employee compensation cost will be calculated as difference between the fair market value of the shares and exercise price of the option)

Weighted average exercise price and fair value of options

Nil

(Previous Year-Nil)

Expected life

Expected life of options granted to the employees is ten (10) years. This is based on various schemes launched by various organisations in the country.

(Previous Year - Expected life of options granted to the employees is ten (10) years. This is based on various schemes launched by various organisations in the country.)

DIRECTORATE

In accordance with the provisions of Section 255 and Section 256 of the Companies Act, 1956 and Articles of Association of the Company, Mr. Sunil Goel, Joint Managing Director, Mr. Prahlad Kumar Gupta, Director and Lt.Gen (Retd).) Bhopinder Singh, Director of the Company retire by rotation, at the ensuing Annual General Meeting. Mr. Prahlad Kumar Gupta, due to some personal engagements, has expressed his inability for re-appointment and accordingly he will continue as the Director of the Company till the forthcoming Annual General Meeting of the Company. Further, Mr. Sunil Goel, Joint Managing Director and Lt.Gen (Retd.) Bhopinder Singh, Director of the Company, being eligible, offer themselves for re-appointment. The Board recommends their re-appointment.

Brief resume of the Directors proposed to be re-appointed, nature of their expertise in specific functional areas and names of the companies in which they hold directorship and membership/ chairmanship of Committees of the Board, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchange(s) are provided in the Corporate Governance Report forming part of the Annual Report.

DIRECTORS'RESPONSIBILITY STATEMENT

Pursuant to the requirement under section 217(2AA) of the Companies Act, 1 956, with respect to Directors' Responsibility Statement, it is hereby confirmed that:

(I) In the preparation of the annual accounts for the financial year ended March 31, 2011, the applicable accounting standards have been followed along with proper explanations relating to material departures;

(ii) The Directors had selected such accounting policies and applied them consistently and made judgements 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 March 31, 2011 and of the profit of the Company for the year ended on that date;

(iii) The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

(iv) The Directors had prepared the annual accounts of the Companyforthe financial year ended March 31, 2011 on a 'going concern' basis.

PARTICULARS OF EMPLOYEES

As required by the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particular of Employees) Rules, 1975 as amended, the names and other particular of the Employees are set out in Annexure I.

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

The information required pursuant to Section 217 (1)(e) of the Companies Act, 1956, read with Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 pertaining to Conservation of Energy, Research & Development, Technology Absorption and Foreign Exchange Earning and Outgo are not applicable to the Company.

However, during the year under review Company's earning in foreign currency is Rs.44.27 mio as against Rs.5.35 mio earning in previous year and expenditure in foreign currency is Rs.11.70 mio as compared to Rs.3.37 mio in the previous year.

INVESTOR RELATIONS

Investor Relations have been cordial during the year. As a part of compliance, the Company has formed an Investor Grievance Committee to redress the issues relating to investors. It consists of three members namely Lt. Gen. (Retd.) Bhopinder Singh, Independent Director, RK. Gupta, Independent Director and Mr. Rohtas Goel, Chairman and Managing Director of the Company. Lt. Gen. (Retd.) Bhopinder Singh, Independent Director is the Chairman of the Investor Grievance Committee. The details of this Committee are provided in the Corporate Governance Report forming part of the Annual Report.

LISTING

The equity shares continue to be listed on The Bombay Stock Exchange Ltd. (BSE) and The National Stock Exchange of India Ltd. (NSE). Both these Stock Exchanges have nation wide terminals and therefore, shareholders/investors are not facing any difficulty in trading the shares of the Company from any part of the Country. The Company has paid annual listing fee for the financial year 2011 -1 2 to The Bombay Stock Exchange Ltd. and The National Stock Exchange of India Ltd. and annual custody fee to National Securities Depository Limited and Central Depository Services (India) Limited.

REPORT ON CORPORATE GOVERNANCE

The Directors adhere to the requirements set out by the Securities and Exchange Board of India's Corporate Governance practices and have implemented all the stipulations prescribed. The Company has implemented several best corporate governance practices as prevalent globally.

The Report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms part of this Report.

The requisite Certificate from the Statutory Auditors of the Company, M/s Doogar & Associates, Chartered Accountants, confirming compliance with the conditions of Corporate Governance as stipulated under the aforesaid Clause 49, is attached and forms part of the Report.

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Report as required under Clause 49 of the Listing Agreement with the Stock Exchanges forms part of this Report.

ACKNOWLEDGEMENT

Your Directors would like to express their sincere appreciation for assistance and co-operation received from the vendors and stakeholders including financial institutions, banks, Central & State Government authorities, other business associates, who have extended their valuable sustained support and encouragement during the year under review.

The relationship with the employees remained cordial during the year. Your Directors are thankful to the shareholders and customers for their continued patronage. Your Directors wish to place on record their appreciation for impressive growth achieved through the competence, hard work, solidarity, cooperation and support of employees at all levels.

CAUTIONARY STATEMENT

Statement made in the report, including those stated under the caption "Management Discussion and Analysis" describing the Company's plan, projections and expectations may constitute "forward looking statement" within the meaning of applicable laws and regulations. Actual results may differ materially from those either expressed or implied.

For and on behalf of the Board of Directors

sd/-

Rohtas Goel

Chairman and Managing Director

Place: New Delhi

Date: May30,2011

Registered Office:

Omaxe House

7, LSC, Kalkaji, NewDelhi-110019



 
Subscribe now to get personal finance updates in your inbox!