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Notes to Accounts of Om Infra Ltd.

Mar 31, 2023

The Code an Serial Security, 202(1 [Ct>de''| rel atrip to employee benefits durinR employment and post -

employment benefits deceived Presidential assent in September 202D. The Code has been published Ip the Gazette of me ip i-lowever, the date on which the Code will come into effect ha: not been notified and the final rutes/interpretation have not yet been issued. Hie Company will assess Lhe Impacl of the Code when it comes into effect and will record any related, impact in the period the Cade becomes effective. Based on a preliminary assessment, the entity believes the impact of the change win not tie significant."

(h) Defined Benefit Plans

Gratuity has been provided on the bas": of actuarial valuat-on using the project unit credit method and same is non-funded Tlie obligation for leave encashment is recognized ip the same manner as gratuity.

The plans in. India typically expose the Company to actuarial risks such as: investment risk, interest rate risk, longevity risk and salary risk.

Investment risk: The habilify is not funded and is not relevant in company,

Interest risk: The rate used to discount post-employment henefii obligation should be determined by reference to market yields at tine balance sheet date on Government bonds The currency and term of government bonds should be In consistent with the currency and estimated tern: ol post-employment benefit obligation.

Salary ''fskt Salary increase shouk? take mto account iitlatoo. seniority, promotion and other relevant factors such as supply and demand In the employment market.

No Other post-retirem?nr benefits are provider! to tPese employees.

a I Thu discount : iClL? is based tin t hu prevailing market yield on government incur met us Lit thu I: dim ill¹ sheet date fin r fti i= esrim ated term pf ofcligati OH,

b| The astlmales pf future salary increase considered m actuarial vallratipfl, lakes arrraunl of inflation, Seniority, prompt ion and other relevant factors, such ^supply and demand in the employment market

d The gratuity and Leave Encashment I-abilities are unfunded. Accordingly, Information regarding planned assets ate not applicable,

48 Financial Instruments

4fl.l Capital risk Management

The Company being in a capital-intensive industry, its objective is to maintain a strong credit rating healthy capital ratios and establish a capital structure that would maximize the return to stakeholders through optimum mix of debt arid equity.

Thu Company''s cap fa I Feqpfrartient is mainly In fund its capacity expansion, repayment of principal and .merest on its borrowings and strategic acquisitions. The principal source of funding of the Company has been, and is expected to continue to he, cash generated from Its operations supplemented by funding from bank borrowings and me capital markets.

The Company regularly considers other financing and refinancing opportunities to diversify its debt profile, reduce interest costand elongate the maturity of its debt portfolio, and closely monitors its i-.idicous allocation Ljinongst competing capital on pan si on projects Lind strategic actjpJjitlonij^ ter l upline market opportunities _ru mihimum risk.

The Company monitors its capital using gearing ratio, which is net debt divided to total equity. Net debt includes, interest bearing loans and borrowings less cash and cash equivalenT.s,fian< balances other than cash and cash equivalents and current investments,

48.J Financial Risk ManagumeriI

The Company manages financial Risk by its Board of Directors fen OuEirseeitig tin: Risk. Marragrimenl Framework and rievelnping and monitoring the Company''s nst m-amsgn me n I policies. The risk management polities are established to ensure timely identification and evaluation of risks, setting acceptable risk thresholds, identifying ann mapping controls against these risks, monitor the risks and their limits, improve risk awareness and transparency Risk management polices and systems are renewed egulariv to reflect changes In the market conditions and the Company''s rfctiviliEis to provide reliable information to HiP Management and [be Board to evaluate tliF adequacy of the risk management framework in relation to the risk faced by the Company,

The risk management policies aim co mitigate the following risks arising from the financial instruments -Market risk

- Credit risk; and

- Liquidity risk

48.4 Market risk

Market risk Is the risk tuat ih

48.5 Foreign Currency Risk Management (As Per Annexure 4E.5AJ

The Company''s functional currency is Indian Rupees (INR1. ⁷lie Company undertakes transactions denominated in forEign currencies; consequently, exposure to exchange rate fluctuations vise Volai Etty ''n exchange r affects the Company''s revenue from export markets anfi the costs of imports, primarily In fetation to taw meter lal s. the Comp any: s exposed to astcilis ngebtiste risk under its. t r ado and debt pen i foil o.

AdversF movements in the exchange rate between the Rupee and any lelevant foreign currency results in increase in the Company''s overall debt position in Rupee terms without the Company having incurred additional debt and favorable movements m the exchange rates wifi conversely result in reduction in the Company''s receivables in foreign currency.

4JJ.fi Commodity Price Risk Â¦;

I h e C Dmpa ny''s reve n ue is ea posed to the ma rket risk of p l ice I luctu ati ons m it s d v-.s ioh s as u n d e r

Engineering Segment: the company generaliy Lakes Turnkey projects from government departments. The contract price Is generally fix and free from arty price risk subject to change In any government policy or rules.

Real Estate Segment: the company is exposed to risk of prices of Residential end commercial uni is. these prices may be influenced by Factors such assupplyand demand, and regional economic conditions.

Other Segment I Rack aging: the company is exposed to nsk of prices of goods. I hese prices may be Influenced by factors such as supply and demand, Lost of Production and regional economic conditio ns.

Market forces generally determine prices Feu the Real Estate and Rackaging Segment of the Company Adverse cl id i igti ifi a liy Of 1 hois? r,j Lt-tri may reduce! the r uvu Flue! t li at ! hu Corn p any e''j r''rii from the; safe pf Its prod ue L s.

The Company asms to sel- the pnoducts at pnevailmg market prices Similarly the Company procures raw materials on prevailing market rates as the selling prices of its products and the prices of input raw materials move inthe same direction.

Credit risk refers Id the risk (hat counterparty will default On its contractual obligabans resulting in firtanfiaI lens fo the Company, Credit risk eneon,passes nf Jnoth, the direct risk of default and the risk pf deterioration of creditworthiness as weH as concentration risks

Company''s credit risk arises principally from the trade receivables, toans. investments in debt securities, cash & cash equivalents.

Trade Receivables

The company''s Customei profile includes public sector enlerprises, state Owned companies and private corporate ss well as large individuals. Accordingly, company¹!; customer risk it law. The company''s aypra.Re project execution cycle is around ?4 to 36 months, general payment terms includes n-iobilizafion advances, monthly progress payments with a credit period ranging from 45 to 00 day^ and certain retention money to he released at the end of the project.

Customer credit risk is managed centrally by the Company and subject to established policy, procedures and control relating to customer credit risk manage me rut. Credit quality of a customer is assessed based on an extensive credit rating scorecard.fhe history of trade receivables shows a negligible allowance (pi bad and

doubtful debts.

46.a Interest Rate Risk

interest rate nsk is the risk that the fan value or future cash flows of a financial instrument will fluctuate because of changedn market interest Tates. The Company is exposed to interest rate nsk because funds art burrowed at both fixed and Floating interest rates. Imprest rate risk, fs measured by using the cash flow sensitivity for changes in variable interest rate-

Liquidity risk refers to the risk of financial distress or extraordinary high fln-ancmg costs arising due to shortage liquid Funds in a sKudLiu11 whuru business conditions uriiuipeLtudly deteriOruto hiiiJ requiring financing the Company requ-res fimrij both fqr jhprt term operational needs as well as for long term capital expenditure growth projects. The Company generates sufficient rash flow tor operations, which together with the available cash and cash equivalents and short-term Investments provide liquidity In the short-term and long term ''he Company Has established an appropriate liquidity risk n i ana gome nt framework for the management of thu Company''s ibon, medium ane long-term funding and liquidity mine gem en( requirements The Company manage'': inudity risk by maintaining adeuuatP reserves, banking facilities and reserve borrowing facilities, by continuously monitoring forecast and actual cash flows, and by matching the maturity profiles of financial assets and liabilities.

Collateral

The Company has hypothecated of its trade receivables, part of investments and cash and cash equivalents in order to fulfill certain collateral requirements for tFie banking faciFlties extended to the Company There is obligation to leturn tfie securitiesH) Ihh Company unCe these banking facilities are surrendered.

⁵⁰ Disclosures as per fND A5 -115

d| Performance obligations and remaining performance obligations

II The rprcHining performance nbligatinr disclosure provides the aggregate amount of the transaction price yet to be recognized as at the end of the reporting period and an explanation as to when the Company expects to recognize these amounts in revenue Applying the practical expedient as given In -nd AS 115, the Company ha: not disclosed the remaining performance obligation related disclosures for contracts where the revenue rrtLDgniiiid cot responds directly With 1he value 10 the Customer of the entity''s performance completed to date, typically those contracts where unvoicing ii on time and materia basis. Remaining performance obligation estimates are subject to change and are affected by several fatter:., including terminations, changes in the scope of contracts, penodc revaluations, and adjustment for revenue that has not materia ized and adjustments forturrency

bl Dis^ggr oration of revenue of segments os required by Ind As -US, has already unu.i disclosed unrkr note no. d6-

t} Out of Revenue from operations Rs. 7l97fj.dl Lacs(?.Y. Fts. 2892.1.58 lacs)recognized under indAb 115 during (be year, Fts. 67fi2fi.l6 tatsjP.Y. Rs. 7''i77fi.5S latijis recognized Over a period of time and Rs. 2SD1.5P Lacs^F.T. Rs. 3045,77 lacaj is recognized at point in time

d} lhurc s nu mater a I Impact on yiovision for expected ci yd it loss so movement analysis Is riot required

et lom tract balances. Company recognized revenue- as per hid AS clS and revenue Is directly debited m trade receivables Instead of debiting it into contract assets. RuteritiOri money deducted amounting to Rs 4335.06 Lacs [P.Y. Rs. 7173.42 Sar.sl is ini''lndpd in Trade ''eceivables. Company''s Trade receivables includes unbilled receivable of Rs 67fjg 31 fats {P.Y Nil! In balance sheet which ane recognized as contact assets in balance sheet: Contract liabilities arc- tho:e liabilities for which revenue recognized on point in time approach and amount has been received as booking ;onfy In real estate activities).

53 leases

hi Company hastaten assets on leases which majorly inclLide Land & B-uil''ding^ Machinery and Vehicles.

(Â¦II Tharp are pxpmption provided by amounting standard for following leases as ripkned in para 5 of IMP A5-1 I B:

a. short teem lease and

b. leases Tor which the underlying asset is of lew value.

(Ill) Under such exemption company booked expanses Df fts. 3213-33 laÂ« |P-V. Rs. 935.07 Laps) as Rental expenses. Machine Hi^ng and Vehicle Hiring

|iv| Company has amounted as per guidance provided t5V Ind AS -116 and recognize Right tO use assets and lease I iatai I ity lor which c omp lete disci osu re is provided in note no. 8.

[8*

(I) The :.''.[37TiuiiTiv. at 31 March 2022, has (ij a non Current irtyÂ«tr1t(!nt amftnritine lu Rs. Ei5B9.7d L:n:i (31 Mirth

2Q22: 5039.70 lacs;. and current advances of As. 9757.72 Lacs 131 "March 2022 Rs 10324.31 Lacs) in Bhilwarg Jaipur Toll Hoad Private Limited, subsidiary (f.Y Joint Venture!, is holding 31.2 a % (P Y, 49% I share In Special Purpose Vehicle IS-PV). SPV had been awarded project by Rajasthan State Govt through PVYD to Design, build. Finance, dperate and transfer (DEPOT) 5FI-12 toll road through an agreement Hated 12.07.2010. SPVwas r ranted * right to collect tol^: fees for 22 yenr? pfarTinR from 02.02,2012 till 02. f>2.20 34. Company is fulfilling its obligations perfectly despite of regular defaults made by government in fulfilling its ob-i gat ions

5PV is collecting to¹ on all vehicles Including private yentcles as per concession agreement But Government announced to exempt toll fees of private vehicles w.a.r (11.04.20IS. Since the private vehicle''s toll fees is significant portion or total toll collection and Joint Venture calculated project viability including that toll collection on private vehicles.SPV Suffered losses of revenue because of toll fees exemption on private vehicles. SPV intimated tbs loss to PYV''D and asked them to compensate the loss. But m spite of regular reminders and notrees by the 5Pvto PWD, PWD did not respond to any of their not ices

After reminders and noticeSj 5PV decided to terminate the project w.e.f. (13,1(1.20is and sent notice to PWP about terrpinafiop SPV approached PWD for amicable settlement of loss of revenue but after seeing no response from PWD, SPV moved La commercial court for asking compensation where commercial court suggested Logo through arbitration pi ocuss. Thu company ra.sed the various claims of tts. 7913.71 tr (H.Y Rs/ 7SS.7fi Cr I.The sole Arbitrator Awarded Rs.5E7.Ti4 Cf. afier an adjustment I (if intrim Award afRs 191.74 Cr in iLS final award of fls 779.43 cr,

Sucti Award is yet to be received from PWD. As pec Awjrd.the delay In payment by the PWD shall carry interest from the date of a ward till the date of payment at S% above bank rate I.p. 11% p.a.

(hi The tompany pas disposed its loss making subsdiary Chahal infrastructure ltd In the current financial year and booked loss of fts. 454,14 lacs.

hi I he Company, as at 31 March 2023, has (i) o non-current investment amounting to Rs. 45,00 lacs (31 March 2022 Rs. 95 lacs), In Eartmah infra Developers Private Limited The Company has disposed Its loss making associate 5a n mat I Infra Developers Private Limited in the rurrenl financial year at cost.

(d) Thu Cfuti f:-d n y. as ($31 March 20(23. has .a noo-curfftlt investment amounting to Hi. 2.56 lacs Bl March 2022: 2.50 lacs), and ncm-cument advance! of Rs. 747.35 Lacs (31* March, 2012 Rs. 747,(50 Lacs) in Gurtia Thermal Power Company Limited, aJomt Venture, ls holding 5{J7Â£ share In Joint Venture.The Joint Venture has terminated the P

RRVPTJL. As the agreement is (armin-aled tiy (he Joint Venture and the Joint Venture has also filed the clmm against the KHVPJ4L for the recovery of the amount invested by the Company of Rs 750.1b Lacs plus interest The I dim Venture has tiled petition before the Rajasthan EluLtricity Regulatory Commission, J.sipui. RtRC vide its order dated 09.01.2018 d^:.smissed the petition The Joint Venture challenged the order of RERC, Jaipur by fifing appeal before thu apTel (Appellate Tribunal for lleclfldtvl, New Delhi. The case is pending fai adjudication.

The: Joint Venture!, in view nf (he litigation at APTEL (AputdlalG tribunal of electricity) in the matter of Statutory clearances from authorities in relation to agreements with Rajasthan FLajyaVidhyutPraparan Nigam Ltd (RRVPNl) before which the Joint Venturers made a claim among other things tor reimbursement of expenses Incurred In relation to the project, compensation etc . but the matter is under subjudite. and thereafter the Joint Venture pur sues other projects bn thu near ta medium term, bertce the going Loncum assumption is followed and such amount Invested arid loan granted is good and recoverable.

5 9 I n every payment of r g ri ni n g d il I, project a u thpri ty d pd uct retp nfio n amp u nt on acco U n t of ri?fpet i a ti ifities er i se during tie contract period which is either released by submitting bank guarantee or released after successful completion ot project This retention amount keeps accumulating. Collection of retention money rs probable and therefore debtors an accounL of retention money are considered good based an the track record and previuui performance uT the company Deduction of retention money has been claimed as pn the provisions of Income Tax Computation and Discinsure Standards jlCOS). Company have created deferred fax no retention money due to difference in tax base and accounting base as per Inti As 12 and same has been considered for previous year as well.Company has shown such retention money as debtors as good and real zabie m its stock Statements as they are due from governments.

60 I he carnapny has Invested/gctiranteed OMIL-JSC JV, kameng as working capital arc nan fund based banking facilities, ilia coiniH6rd.il understanding Latwuuii partners thiisugh a letter of undertaking on 31.3.2009 that Comapny will receive higher Sum of profit to COmpansale its additional mv&SLiTiant/ Guarantee in this joint venture as mutually decided by partners after completion of project.

61 In case of Dpperbfida (Revtiin-u i:.f. Rs. 4.95 lacs and p.y Rs. 52.40 lacs) and 55NNL Gujrat (Revenue LY. Rs. 4E7&.12 lacs and r.Y. Rs. 602.76 lacs) projects which has been allotted U? Om Metals -5pml JV but buing a lead partner, revenue is been recopniied fn mnieppy''s books and income fax is deducted in the npme oF [)m infra Limited Itsed. All payments were receded by Om infra limited

6Z Insurance cover has been taken for bulky items at Kota factory like steel plates/ Machines etc which are not easily subjected to tor burglary or theft.

63 Due to high labour turnover al hilly or remote locations of project site some time it is very difficult to accomplish the laboui refated compliances in these regions.

64 The provision of Employees benefits has been taken on the basis of best judgment policy and prudent business practice as assessed and provided by the Bpan: of directors and Remuneration committee.

65 After the award of work, scmiertimps other partner of the JV falls short of its financial commitment in JV and the one partner has to meet all financiat obligations This entails for modified profit percentage To the other partner In JV depending on nature and circumstances of the project and the JV agreement Is supplemented to provide such affect

EiG Corporate Social Responsibility

As per section 135 of the Companies Art, 2013.. a company meeting the applicability threshold, needs to spend at least 2% of its ave''age net profit for th-e immedlately preceding three financial years of corporate social res ponsi biiity (C5 R) active es The areas for C5 P act'' vi cles a re erad ica Cion of h u n ger a ns ma I n ntrit io n, promoti n e education, art and culture, liealthcaie, destilule care and rehabilitation, environment surtainability,, disaster relief and rural devElapmem projects. A C5R committee has been formed by the -Company as per the Act. The funds were primarily allocated to a corpus and utilised Ihrnugh th^ yenr qn these activities whirii are specified In Schedule Vli of the Con''panies Act, 2013.

Company has contributed a sum of ns. 40.0G Lacs to Kaimaputin Charitahle Trust and a}per certificate of Utilisation received , such amount is fulJy utilized by fhp trust and company relied on this certificate for utilization of C5S amount

* Gross a mount required to be spent by the Company during the year is Its. 40.00 Lacs [P.Y. Fts. 40.00 Lakhs).

67 Claims

The company raised various c-aims with various customer/ parties/suhsiriaries of rnmpany/Jnint Ventures/Subsidiaries amounting to Rs. 5736730 lacs IRs. 62464 41 Lacs n Previous Yearsl. against these damns, the Arbitrator awarded cLaims of Rs 3297.15 lacs [P Y fis.7006.49 lacs]. The company has not been recQgnizrng the revenue on the aforesaid Arbitration Awards on its claimed including interest as awarded from lime tq time. There arE also sdme COuntEr claims by the customer / Other Parties amounting to Rs. 2517.16 Lacs jRs, 7343.36 Luos inrluctpri in previous year) against these claims, the Arbitrator awarded Haims to the customer of Rs. 62.24 lacs l6s 62.24 Jats in the Previous Year) These awardsa^e further challenged by the customer as well as the Corn pa ny In the higher courts as the case may tie In accordance with past practice, the Company has not ivtfcfe adjustment because the same has not become rule of the court due to the objections filed by customer / parties and by the Company.

68 Fucri Corporation of Imlia vide its lettei dalEd 7E.lJ.2b19 allowed the company lg increasE its shareholding in Gujrat Warehousing Private I inmted ann Rihar Logistics Private I ''mited from 50%-tCi 9976 ^The amount deployed by the company in both these 5PV shall be converted into equity to increase its stake to 9996 either by swap of shares with UP logistic and west flengal logistics pvt ltd or issue of Fresh shares.

69 in february 2021, Iapovan(NTPC) project was papally damaged due to massive flocd In Uttrakhsnd. The company has raised insurance claim with Insurci but insurance company cm some renewal premium mismatch grounds rejected claim. Company has approached Rajasthan High court for direction to insurance company for admission of claim and court has directed the insurer to appoint surveyor

70 In CnamEra project jNHPC), NHPC nas awarded the Incentive for compressed schedule ? ji due eo same delays In urojaet, NH^rC "ad sought 3G froth us and rEferr=d the nutter to aroitrator. The matter ij jtj|| sjajudi^E In H^:gh oc jrt ar.rf NHFC cia''m=d ths 3G am-ouT,; from us in pesp which we pa r: and sought ^re'' at in court

71 Financial StatEmEnts includes amount of Rs. 175.2D acs I ?.y Rs 251.34 Lacs) as Income .Burn amount written off is not receivable or pays trie by company as decided by management but ro curilii riiiLujfi/ affirmations ha; peeo rE tewed from the respective psrties. 5 uch amount was pane mg ;n nooks since ,ong.

72 Amount receved ct Rs. 12.40 Laos (P.Y. Rs 9-a_35 lacs) as profit from Joint venture narneiv GMIL VKMCPL JV iPench -II) is received as par agreement datEd 15th No¹: 2019 between company and Vijay Kumar Mistrt Construction Pvt. Ltd. IVKMCPL) . As per agr^Ement company waived its rights in OMIL-VKMCRL JV (Fetich 1 1 In .eii of 1_5* of turnover to te recEHed as profit so y but such amount la shown as contractual work by VKMCP. and tds is deducted accord rg^:y But comp any has booked such amount as profit from Jv¹ only as per agreement terms

73 Company cas received comp at^:cr certificate of A a 3 bloct of project D\1 Greer. Meadows dated 29th November, 2021 and company started giving possess ions to Payers after registry. Since the company has obtain Ed completion certificate of A a 3 block cnly still the capitalization to the balance prc-jEcE will oe continued.

74 The Company !e engaged in the business of arovid re inTrastructu ra facl iti =e as per Sect cn 135 .III read with 5: hed u le VI of the Act. Accordi ngly, Secti on IS 6 dF th e Act is not a pp I: ta ble to the Com pa ny.

75 During the yes^r, ttie Company has not entered with 3ny sch-eme of arrangements in tErms of section 230 to 237 ot th.E Companies Act.. 2013 and there was no transactions with struts off Company

75 No Fund have baen advanced or loaned or invested {either from borrowed funds or share premium or any dtner sources or *ind of fon.dsl ty the Company to or ir an-, pemnn ar -Entity, "rciuiiing foreign ariit ea ,''!nterm=d''a^,''ea 1 with the urd art tending;, whethe^1- recorded in writ''ng or otn-arwlsa that the inter mediary sna I and ar invest in party indentifierf hy or on aehai of LhE Company f''u Iti mate denEficiariaS''i The Gamnany has not received Eny funds from the my party with thE u n de ^rita nd i ng that :hE Company jhail whether, directly or Indirect.y lend or Invest in ether person or Entities Identified oy nr on ceraif of the Com.pany f''u it.mete ae nefici ar ''ES"} a^r provi de any guafantee-, security or t he 1 ke on be h alf of the u id m ate be nefici a nes.

77 The company has compiled with the provision of section 21-57) of the Companies Act, 2C13 read with thE Companies (Restr-chons cn number of layers; Fluies_r2D17

7fi Th e Com pa ny h as not 0 ee n dec la red w¹ 4u 1 d eta u tE r by a ny ba n k o r fin a nca! 1 n stit uti-a n or government or a ny gpvErriâ=rt authority.

50 OiherStatutoryinformation

(i) The com cany does not tâava any E-Enami property, where any proceeding has bean initiated or pending aga^;nst the company for ho d mg any Sana mi property Linear the Benami Transactions (inhibition) Act, I3SS and rules made thereunder

; .'' ThE company does not have any1ransaction = wrth comps "ias struck-oh* under section US of Companies Act 2013 c-r section E60 st Companies Act, 1939

|iii: The company doas not nave any charges or sat start on which are yet to he registered with ROC neyond tna statutory period

|iv[-The company does not have any cryptocurcency transactions during the financial year

|v) T n= company does not have any transaction wnch is not recorded hooks of accounts that has been surrendered Dr disclosed as income during the year in the tax assessments under the Income Tax Act, i9Â£l

51 The Company nave proposed final dividend for tne year ended 31 March 2QZ3 wh cn -s sup; = ct so the epprcva oâ tne members as tne ensuing Annual General Meet''ng. The dividend declared is in ascendance with section L2 3 of Sh e A ct t o th e axten t i t a p o i as to deals rat o n of divider d

B3 Figures for previous year have been re-arranged/recomapnyed wherever necessary to make them comparable.

Mar 31, 2018

1. Company Overview:

Om Metals Infraprojects Limited (Company)is bellwether in the field of turnkey execution - from design , detail engineering , manufacture , supply, installation , testing and commissioning of complete range of Hydro mechanical equipment of hydroelectric power and irrigation projects with its manufacturing facilities located at Kota Rajasthan and project sites.

Company''s business is also diversified in following areas:

- Plastic division - Manufacturing of plastic closures for bottles used in water, food and beverages industries.

- Multiplex Division - Sale of ticket (Om Cine Plex). The operation of Multiplex division given to Inox Leisure Limited on Fixed sharing basis ceased with effect from 01.07.2017

- Hotel and Hostel Division

- Real Estate Division

Om Metals Infraprojects Limited is a Public Limited company registered under Companies Act, 1956, listed in Bombay Stock Exchange and National Stock Exchange. The registered office of company is situated at J-28, Subhash Marg, C-scheme , Jaipur-302001.

In determining the allowances for doubtful trade receivables, the Company has used a practical expedient by computing the expected credit loss allowance for trade receivables based on a provision matrix. The provision matrix takes into account historical credit loss experience and is adjusted forforward looking information. The expected credit loss allowance is based on the ageing of the receivables that are due and rates used in the provision matrix. There has been no significant change in the credit quality of receivables past due for more than 180 days.

Before accepting any new customer, the Company uses an external credit scoring system to assesst he potential customer''s credit quality and defines credit limits by customer. Limits and scoring attributed to customers are reviewed once a year, and defines credit limits by customer. Limits and scoring attributed to customers are reviewed once a year.The Company does not generally hold any collateral or other credit enhancements overthese balances nor does it havea legal right of offset against any amounts owed bytheCompanytothecounterparty

Trade receivables have been given as Primery security towards borrowings

In determining the recoverability of a trade receivable, the Company considers any change in the credit quality ofthetrade receivable from the date credit was initial lygranted upto the end of the reporting period. The concentration of credit risk is limited duetothefact that the customer base is large and mostly unrelated.

2. Rights, preferences and restrictions attached to equity shares .The Company has a single class of equity shares. Each shareholder is eligible for one vote per share held. The dividend proposed by the Board of Directors is subject to the approval of the shareholders. In the event of liquidation, the equity shareholders are eligible to receive the remaining assets of the Company after distribution of all preferential amounts, in proportion to their shareholding.

2. Income Taxes

Indian companies are subject to Indian income tax on a standalone basis. Each entity is assessed to tax on taxable profits determined for each fiscal year beginning on April 1 and ending on March 31. For each fiscal year, the respective entities'' profit or loss is subject to the higher of the regular income tax payable or the minimum alternative tax ("MAT").

Statutory income taxes are assessed based on book profits prepared under generally accepted accounting principles in India adjusted in accordance with the provisions of the (Indian) Income tax Act, 1961. Such adjustments generally relate to depreciation of fixed assets, disallowances of certain provisions and accruals, deduction for tax holidays, the set-off of tax losses and depreciation carried forward and retirement benefit costs. Statutory income tax is charged at 30% plus a surcharge and education cess. MAT is assessed on book profits adjusted for certain items as compared to the adjustments followed for assessing regular income tax under normal provisions. MAT for the fiscal year 2016-17 is 21.34%. MAT paid in excess of regular income tax during a year can be set off against regular income taxes within a period of fifteen years succeeding the fiscal year in which MAT credit arises subject to the limits prescribed.

3. Segment Reporting:

(a) Primary Segment: Business Segment

Based on the guiding principles given in Accounting Standard AS -17 "Segment Reporting" notified under Companies (Accounting standard) Rules 2006, the Company''s operating business are organized and managed separately according to the nature of products manufactured and services provided . The identified reportable segments is turnkey contracts of Gates, Cranes, Hoist for Irrigation & Power projects in the Engineering Division and other segment includes cinema in multiplex division ceased on 01.07.2017, packaging unit, running of hotel cum revolving restaurant in hotel division and construction of multistory building in real estate division.

Secondary Segment: Geographical segment:

The analysis of Geographical segment is based on the geographical location i.e. domestic and overseas markets of the customers.

Secondary Segment Reporting (By Geographical segment)

The following is the distribution of the company''s revenue from operation (net) by Geographical markets, regardless of where the goods were produced:

a) Segment accounting polices :

In addition to the significant accounting policies applicable to the business segment as set in note 2, the accounting policies in relation to segment accounting are as under:

i) Segment revenue & expenses :

Joint revenue and expenses of segments are allocated amongst them on a reasonable basis. All other segment revenue and expenses are directly attributable to the segments.

ii) Segment assets and liabilities:

Segment assets include all operating assets used by a segment and consist principally of operating cash, receivables, inventories and fixed assets, net of allowance and provisions, which are reported as direct off sets in the balance sheet. Segment Liabilities include all operating Liabilities and consist principally of trade payables & accrued liabilities. Segment assets and liabilities do not include deferred income taxes except in the Engineering division. While most of the assets/liabilities can be directly attributed to individual segments, the carrying amount of certain assets /liabilities pertaining to two more segments are allocated to the segments on a reasonable basis.

iii) Inter segment sales :

Inter segment sales between operating segments are accounted for at market price. These transactions are eliminated in consolidation. The main division is engineering division and funds provided by engineering division to other division and interest on such balances are not charged.

(iv) other segment having revenue from sale of external customers in excess of 10% of total revenue of all segments is shown separately and others are shown in other segment l

4. Retirement and other employee benefits:

(a) Defined contribution plans

The Company operates defined contribution retirement benefit plan for all qualifying employees. Company directly contribute to the provident fund and having no obligation for further contribution

(b) Defined Benefit Plans

As per detailed discussion with directors and the explanations and certification provided by them, Gratuity has been provided on the basis of actuarial valuation using the project unit credit method and same is non-funded. The obligation for leave encashment is recognized in the same manner as gratuity The plans in India typically expose the Company to actuarial risks such as: investment risk, interest rate risk, longevity risk and salary risk.

Investment risk The liability is not funded and is not relevant in company

Interest risk The rate used to discount post employment benefit obligation should be determined by reference to market yields at the balance sheet date on Government bonds. The currency and term of government bonds should be in consistent with the currency and estimated term of post employment benefit obligation. .

Salary risk: Salary increase should take into account inflation, seniority, promotion and other relevant factors such as supply and demand in the employment market.

No other post-retirement benefits are provided to these employees.

Notes: a) The discount rate is based on the prevailing market yield on government securities as at the balance sheet date for the estimated term of obligation.b) The estimates of future salary increase considered in actuarial valuation, takes account of inflation, seniority, promotion and other relevant factors, such as supply and demand in the employment market.c) The gratuity and Leave Encashment liabilities are unfunded. Accordingly information regarding planned assets are not applicable.

5 Financial instruments

5.1 . Capital risk management

The Company being in a capital intensive industry, its objective is to maintain a strong credit rating healthy capital ratios and establish a capital structure that would maximize the return to stakeholders through optimum mix of debt and equity.

The Company''s capital requirement is mainly to fund its capacity expansion, repayment of principal and interest on its borrowings and strategic acquisitions. The principal source of funding of the Company has been, and is expected to continue to be, cash generated from its operations supplemented by funding from bank borrowings and the capital markets.

The Company regularly considers other financing and refinancing opportunities to diversify its debt profile, reduce interest cost and elongate the maturity of its debt portfolio, and closely monitors its judicious allocation amongst competing capital expansion projects and strategic acquisitions, to capture market opportunities at minimum risk.

The Company monitors its capital using gearing ratio, which is net debt divided to total equity. Net debt includes, interest bearing loans and borrowings less cash and cash equivalents, Bank balances other than cash and cash equivalents and current investments.

Note

1. Equity includes all capital and reserves including capital reserves of the company that are managed as capital

2. Debt is defined as long and short term borrowings (including financial guarantees contracts)

5.2 Financial Risk Management

The Company has a Risk Management Committee established by its Board of Directors for overseeing the Risk Management Framework and developing and monitoring the Company''s risk management policies. The risk management policies are established to ensure timely identification and evaluation of risks, settng acceptable risk thresholds, identifying and mapping controls against these risks, monitor the risks and their limits, improve risk awareness and transparency. Risk management policies and systems are reviewed regularly to reflect changes in the market conditions and the Company''s activities to provide reliable information to the Management and the Board to evaluate the adequacy of the risk management framework in relation to the risk faced by the Company.

The risk management policies aims to mitigate the following risks arising from the financial instruments:

- Market risk

- Credit risk; and

- Liquidity risk

5.3 Market risk

Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in the market prices. The Company is exposed in the ordinary course of its business to risks related to changes in foreign currency exchange rates, commodity prices and interest rates.

5.4 Foreign currency risk management

The Company''s functional currency is Indian Rupees (INR). The Company undertakes transactions denominated in foreign currencies; consequently, exposure to exchange rate fluctuations arise. Volatility in exchange rates affects the Company''s revenue from export markets and the costs of imports, primarily in relation to raw materials. The Company is exposed to exchange rate risk under its trade and debt portfolio.

Adverse movements in the exchange rate between the Rupee and any relevant foreign currency result''s in increase in the Company''s overall debt position in Rupee terms without the Company having incurred additional debt and favorable movements in the exchange rates will conversely result in reduction in the Company''s receivables in foreign currency.

The carrying amounts of the Company''s monetary assets and monetary liabilities at the end of the reporting period are as follows:

The Company''s revenue is exposed to the market risk of price fluctuations in its division is as under:

Engineering Division: the company generally takes Turnkey projects from government departments. The contract price is generally fix and free from any price risk subject to change in any government policy or rules.

Real Estate Division: the company is exposed to risk of prices of Residential and commercial units. These prices may be influenced by factors such as supply and demand, and regional economic conditions.

Packaging Division: the company is exposed to risk of prices of goods. These prices may be influenced by factors such as supply and demand, Cost of Production and regional economic conditions.

Hotel Division : the company is exposed to risk of prices/ rates of Rooms. These prices may be influenced by factors such as supply and demand i.e. inflow of tourist and the seasonal effects, and regional economic conditions.

Market forces generally determine prices for the Real Estate Division and Packaging Division of the Company Adverse changes in any of these factors may reduce the revenue that the Company earns from the sale of its products.

The Company primarily purchases its raw materials in the open market from third parties. The Company is therefore subject to fluctuations in prices for the purchase of Building Material and other raw material inputs. The Company purchased substantially all of its Raw Material from third parties in the open market.

The Company aims to sell the products at prevailing market prices. Similarly the Company procures raw materials on prevailing market rates as the selling prices of its products and the prices of input raw materials move in the same direction.

5.5 Credit risk management:

Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to the Company. Credit risk encompasses of both, the direct risk of default and the risk of deterioration of creditworthiness as well as concentration risks.

Company''s credit risk arises principally from the trade receivables, loans, investments in debt securities, cash & cash equivalents.

Trade receivables:

The company''s customer profile includes public sector enterprises, state owned companies and private corporate as well as large individuals. Accordingly company''s customer risk is low. The company''s average project execution cycle is around 24 to 36 months, general payment terms includes mobilization advances, monthly progress payments with a credit period ranging from 45 to 90 days and certain retention money to be released at the end of the project.

Customer credit risk is managed centrally by the Company and subject to established policy, procedures and control relating to customer credit risk management. Credit quality of a customer is assessed based on an extensive credit rating scorecard.

The history of trade receivables shows a negligible allowance for bad and doubtful debts.

5.6 Interest rate risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company is exposed to interest rate risk because funds are borrowed at both fixed and floating interest rates. Interest rate risk is measured by using the cash flow sensitivity for changes in variable interest rate. The borrowings of the Company are principally denominated in rupees and US dollars with a mix of fixed and floating rates of interest. The Company has exposure to interest rate risk, arising principally on changes in base lending rate and LIBOR rates.

Liquidity risk refers to the risk of financial distress or extraordinary high financing costs arising due to shortage of liquid funds in a situation where business conditions unexpectedly deteriorate and requiring financing. The Company requires funds both for short term operational needs as well as for long term capital expenditure growth projects. The Company generates sufficient cash flow for operations, which together with the available cash and cash equivalents and short term investments provide liquidity in the short-term and long-term. . The Company has established an appropriate liquidity risk management framework for the management of the Company''s short, medium and long-term funding and liquidity management requirements. The Company manages liquidity risk by maintaining adequate reserves, banking facilities and reserve borrowing facilities, by continuously monitoring forecast and actual cash flows, and by matching the maturity profiles of financial assets and liabilities.

The following tables detail the Company''s remaining contractual maturity for its non-derivative financial liabilities with agreed repayment periods and its non-derivative financial assets. The tables have been drawn up based on the undiscounted cash flows of financial liabilities based on the earliest date on which the Company can be required to pay. The tables include both interest and principal cash flows.

Collateral

The Company has pledged of its trade receivables, part of investments and cash and cash equivalents in order to fulfill certain collateral requirements for the banking facilities extended to the Company. There is obligation to return the securities to the Company once these banking facilities are surrendered.

Note: 1) Amount as per demand orders including interest and penalty wherever mentioned in the order.

2) Taxation, forex and statutory compliances are being handled in the direct supervision of the board, figures above and int his report wherever has been discussed in detail with board and considered as per their certification and documents furnished

(i) The company om metal consortium private limited has taken loan from banks and the company has given undertaking to the bankers for any shortfall in the project amounting to Rs. 1000 Lacs (p.y. Rs. 2000 Lacs) .

(b) In compliance with the Accounting Standards as applicable to its nature of business, the company raised claims with various projects / other parties amounting to Rs. 54209.07 lakhs (Rs. 57822.32 Lakhs in Previous Years), against these claims, the Arbitrator awarded claims of Rs. 5600 Lacs (Rs 2446.50 lacs in the Previous Year). The company has not been recognizing the revenue on the aforesaid Arbitration Awards on its claimed including interest as awarded from time to time. There are also some counter claims by the Project Authorities/ Other Parties amounting to Rs 1354.06 Lacs (Rs 7849.14 lacs included in previous year) against these claims, the Arbitrator awarded claims to the client of Rs. 82.24 lacs (Rs 82.24 lacs in the Previous Year). These Awards are further challenged by the clients as well as the Company in the higher courts as the case may be. In accordance with past practice, the Company has not made adjustment because the same has not become rule of the court due to the objections filed by Project Authorities/ Other parties and by the Company.

Note- details as furnished by company secretory of Bhilwara Jaipur toll Road private limited

b) The company from time to time provides need based funding to subsidiaries and joint ventures entity towards capital and other requirements.

c) Estimated amount of contracts remaining to be executed on capital account and not provided for Rs. Nil (Rs. Nil in the previous year)

d) The Company has imported capital goods under the export promotion capital goods scheme to utilize the benefit of a zero or concessional customs duty rate. These benefits are subject to future exports within the stipulated period. Such export obligations at year end aggregate to

6. Leases

(a) The company has takenOffice Premises anddirector''s residence on cancelable Operating Lease. The tenure of these agreements range between 3 to 5 Years.

The amount of lease rentals paid of Rs.155.46 Lacs (P.Y. Rs. 119.80 lacs) has been charged under the head "Rent" in Note 37.

(b) The company has entered into separate cancelable Operating lease for Premises and Machinery. The tenure of these agreements range between Six months to three years.

The amount of lease rentals paid of Rs.290.07 (P.Y. Rs. 474.27Lacs) has been charged under the head "Rent /Hire charges for Equipments" in Note 37.

Note-the above information is given only in respect of contracts entered into on or after 01.04.2003 and Figures of previous year are regrouped as needful.

7. (a) Incompliance with Accounting Standard - 28 on financial reporting of interest in joint venture/partnership firm. Following disclosure are made in respect of jointly controlled entities in which the company is a joint venture /partner

(b) Om Metal Consortium and Om Ray Joint Venture is a partnership firm. Following are partner & their share ratio as per revised deed drawn on in Profit/Loss

8. The Company has an investment aggregating Rs. 7946.02 Lacs (previous year Rs.7736.01 lacs ) and long term loans and advances Rs. 8952.61 lacs (previous year Rs.8392.18 Lacs) to subsidiaries of the Company, out of which Chahel infrastructure limited has incurred losses, and such losses will be recovered from future operations. Therefore the decline in the value of above investments is temporary in nature and the loans and advances and other current assets are good and recoverable.

9. The company has invested/guaranteed OMIL-JSC JV, Kameng as working capital and non-fund based banking facilities. The commercial understanding between partners through a letter of undertaking on 31.3.2009 that om metals will receive higher sum of profit to compensate its additional investment in this joint venture after completion of project

10. The company has been inducting funds in Bhilwara Jaipur Toll Road Private Limited (BJTR) to service debt due to shortfall in revenue of BJTR. This funding has been treated as short term to the extent of share of SPML Infra Limited i.e. 51%. Company is exploring all possibilities of recovering its fund and working for another possibility that NHAI will take over the complete project to convert the state highway into national highway as addressed by Minsitry of Road and Trasport in public meeting.

11. The projects which has been allotted to Om Metals-Spml JV but om metals being a lead partner, contract payment is given to lead partner and TDS is deducted from lead partner this calls for entrie revenue recognition in the books of lead partner.

12. In every payments of running bill, project authority deduct retention amount which is either released by submittng bank guarantee or released after successful completion of project. This retention amount keeps accumulating. Hence the seretention amount debtors is considered good and recoverable from project even if those are older than 6 months. Some amount has been written off as these amount looks difficult to recover as project authority ( NHPC) has claimed compensation from company in chamera project.

13. Insurance cover has not been taken for bulky items at kota factory like steel plates etc. which are not easy for burglary or theft.

14. Due to high labour turnover at hilly or remote locations of project site its very difficult to accomplish the labour compliances in these regions.

15. After the award of work some time the other partner of JV falls short of its financial commitment in JV and the one partner has to meet all financial obligation this call for lesser profit percentage to the other partner in JV and the JV agreement is modified to effect to this.

16. The company has incorporated a 49% associate in Dubai in April 2018 for smoother execution of African projects and for exploring opportunities in Middle east countries.

17. The company has executed conveyance deed for sale of Multiplex property in current year which was agreed to be sold in 2014 and advance was taken in 2014 as per consideration agreed that time. The conveyance deed has been executed at the consideration agreed in 2014 but now DLC rate is changed on conveyance deed''s execution date. So the income tax on capital gain has been calculated on the same consideration agreed in agreement and provision of income tax made accordingly.

18. Before the balance sheet date, some technical issues arose in Kameng (joint Operation) supplied/installed items which JV is rectifying from its best resources and no provisions has been made for the same because the amount is not ascertainable

19. Corporate Social Responsibility

As per section 135 of the Companies Act, 2013, a company meeting the applicability threshold, needs to spend at least 2% of its average net profit for the immediately preceding three financial years of corporate social responsibility (CSR) activities. The areas for CSR activities are eradication of hunger and malnutrition, promoting education, art and culture, healthcare, destitute care and rehabilitation, environment sustainability, disaster relief and rural development projects. A CSR committee has been formed by the Company as per the Act. The funds were primarily allocated to a corpus and utilized through the year on these activities which are specified in Schedule VII of the Companies Act, 2013 - Gross amount required to be spent by the Company during the year is Rs.49.15 Lacs.

20. Liabilities no longer required written back During the year, the management was written back liabilities. No longer required aggregating Rs.... (PY Rs. 91.40 Lacs) which were outstanding for a long period of time and being carried by the management as a measure of prudence. Such written back liability includes trade payable which were outstanding more than one year.

21. Other Additional information.

a. i. The details of finished goods opening, production, sales and closing stock are given as per annexure A.

ii. The details of material consumption are given as per annexure B.

22. First time adoption of Ind as reconciliation

(a) Reconciliation of Balance sheet

(b) Reconciliation of total comprehensive income

(d) Effect on IND AS adoption on cash flow for the year ended 2017

Notes:

1. To comply with the Companies (Accounting Standard) Rules, 2006, certain account balances have been regrouped as per the format prescribed under Division II of Schedule III to the Companies Act, 2013.

2. Fair valuation of investments

Certain equity investments (other than investments in subsidiaries, joint ventures and associates) have been measured at fairvalue through other comprehensive income (FVTOCI). The difference between the fair value and previous GAAP carrying value on transition date has been recognized as an adjustment to opening retained earnings / separate component of other equity.

3. Financial liabilities and related transaction costs:

Borrowings and other financial liabilities which were recognized at historical cost under previous GAAP have been recognizedat amortised cost under IND AS with the difference been adjusted to opening retained earnings.Under previous GAAP, transaction costs incurred in connection with borrowings were amortised equally over the tenure of the borrowings. Under IND AS, transaction costs are deducted from the initial recognition amount of the financial liability andcharged over the tenure of borrowing using the effective interest method.Difference in the un-amortised borrowing cost as per IND AS and previous GAAP on transition date has been adjusted to thecost of asset under construction or opening retained earnings, as applicable.

4. Financial assets at amortised cost:

Certain financial assets held on with an objective to collect contractual cash flows in the nature of principal and interest havebeen recognized at amortised cost on transition date as against historical cost under the previous GAAP with the differencehasbeen adjusted to the opening retained earnings.

5. Deferred tax as per balance sheet approach:

Under previous GAAP, deferred tax was accounted using the income statement approach, on the timing differences between thetaxableprofits and accounting profits for the period. Under IND AS, deferred tax is recognized following balance sheet approachon the temporary differences between the carrying amount of asset or liability in the balance sheet and its tax base. In addition,various transitional adjustments has also lead to recognition of deferred taxes on new temporary differences.

6. Excise duty:

Under previous GAAP, revenue from sale of goods was presented net of excise duty whereas under IND AS the revenue fromsale of goods is presented inclusive of excise duty. The excise duty is presented on the face of the Statement of Profit and Lossas part of expenses.

7. Defined benefit liabilities:

Under IND AS, Re-measurements i.e. actuarial gains and losses and the return on plan assets, excluding amounts included inthe net interest expense on the net defined liability, are recognized in other comprehensive income instead of profit or loss inprevious GAAP.

8. Other comprehensive income:

Under IND AS, all items of income and expense recognized in the period should be included in profit or loss for the period, unless a standard requires or permits otherwise. Items of income and expense that are not recognized in profit or loss butare shown in the statement of profit and loss and "other comprehensive income" includes re-measurements of defined benefitplans, foreign currency monetary item translation difference account, effective portion of gains and losses on cash flow hedginginstruments and fair value gain or losses on FVTOCI equity instruments. The concept of other comprehensive income did notexist under previous GAAP.

9. Investment In Subsidiary & Joint Venture

Interest free loan to subsidiary & joint ventures is carried at their fair value. For fair valuation 10 year risk free bond rate of Reserve bank of India rate is used. Difference between fair value and actual proceeds is recognized as the capital contribution to subsidiary & joint ventures and added to net investment in subsidiary& joint ventures.

Figures for previous year have been re-arranged/regrouped wherever necessaryto Make them comparable.

Mar 31, 2016

1. Cost of Revenue (Real estate Division):

Cost of constructed properties/project includes cost of land (including cost of development right/land under agreements to purchase) estimated internal development charges, direct overheads construction costs and development/construction materials, which is to the statement of profit and loss based on the revenue recognized as per the accounting policy, in consonance with the concept of matching costs and revenue, final adjustment is made upon completions of the specific project. Cost incurred /items purchased specifically for projects are taken as consumed as and when incurred/received.

2. Unbilled receivable:

Unbilled receivables disclosed under "Other current Assets" represents revenue recognized based on percentage of completion method over and above the amount due as per the payment plans agreed with the customers .

3. INVESTMENTS:

Investments that are readily realizable and intended to be held for not more than a year from the date on which such investments are made, are classified as current investments. All other investments are classified as long Term Investments on initial recognition , all investments are measured at cost. The cost comprises purchase price and directly attributable acquisition charges such as brokerage, fees and duties. Current investments are carried at lower of cost and fair value determined on an individual investment basis. Long term investments are carried at cost. However, Provision for diminution in the value is made to recognize a decline other than temporary in the value of the investments.

4. RESEARCH AND DEVELOPMENT:

The revenue expenditure on research and development if any is charged as an expense in the year in which it is incurred. Capital expenditure if any is included in fixed assets

5. Borrowing costs:

Borrowing costs relating to acquisition, construction or production of a qualifying asset which takes substantial period of time to get ready for its intended use are added to the cost of such asset to the extent they relate to the period till such assets are ready to be put to use. Other borrowing costs are charged to the Statement of Profit and Loss in the period in which it is accrued.

6. TAXATION :

(a) Current & Deferred Tax

Tax expense comprises of current tax and deferred tax. Current tax is measured at the amount expected to be paid to the tax authorities, using the applicable tax rates. Deferred income tax reflect the current period timing differences between taxable income and accounting income for the period and reversal of timing differences of earlier years/period. Deferred tax assets are recognized only to the extent that there is a reasonable certainty that sufficient future income will be available except that deferred tax assets, in case there are unabsorbed depreciation or losses, are recognized if there is virtual certainty that sufficient future taxable income will be available to realize the same.

Deferred tax assets and liabilities are measured using the tax rates and tax law that have been enacted or substantively enacted by the Balance Sheet date.

( b ) Dividend Tax

Tax on distributed profits payable in accordance with the provisions of section 115 O of the Income Tax Act., 1961 which is accounted for in accordance with the Guidance Not on Accounting for Corporate Dividend tax is regarded as a tax on distribution of profits and is not considered in determination of profits for the year.

7. Retirement and other employee benefits:

a) Retirement benefit in the form of provident fund is a defined benefit obligation of the company and the contributions are charged to the statement of profit and loss of the year when the contributions to the funds are due. The company is liable to meet the Shortfall, if any , in payment of intent at the rates declared by the central Government , and such liability is recognized in the year of shortfall.

b) Gratuity :

Gratuity liability is a defined benefit obligation of the company. The Company provides for gratuity to all eligible employees as calculated by actuarial value. The benefit is in the form of Lump sum payments to vested employees on resignation, retirement, on death while in employment or on termination of employment of an amount equivalent to 15 days basic salary payable to each completed year of services. Vesting occurs upon completion of 5 years of services. The company has not made annual contributions to funds administered by trustees or managed by insurance companies.

c) Leave Salaries:

Liabilities for privilege leave benefits, in accordance with the rules of the company is provided for as calculated by actuarial value, as prevailing salary rate for the entire un-availed leave balance as at the balance sheet date. Actuarial valuation for the liabilities has been provided as per report submitted by the certified value.

8. Impairment of assets:

The carrying amounts of assets are reviewed at each Balance Sheet date if there is any indication of impairment based on internal/external factors. An impairment loss is recognized in the Statement of Profit and Loss whenever the carrying amount of an asset or a cash generating unit exceeds its recoverable amount. The recoverable amount of the assets (or where applicable, that of the cash generating unit to which the asset belongs) is estimated as the higher of its net selling price and its value in use. A previously recognized impairment loss is increased or reversed depending on changes in circumstances. However the carrying value after reversal is not increased beyond the carrying value that would have prevailed by charging usual depreciation if there was no impairment.

9. Provisions, contingent liabilities & Assets:

A Provision is recognized when an enterprise has a present obligation as a result of past event, it is probable that an outflow of resources will be required to settled the obligation and a reliable estimate can be made of the amount of the obligation. Provisions are not disclosed to its present value and are determined based on best management estimate required to settle the obligation at the balance sheet date. These are reviewed at each balance sheet date and adjusted to reflect the current best estimates . Other contingent liabilities are not recognized but are disclosed in the notes. Contingent assets are neither recognized nor disclosed in the financial statement.

10. Earning per Share:

Basic earnings per share is calculated by dividing the Net Profit or Loss for the year attributable to equity share holders (After deducting taxes etc.) by the weighted average number of the equity shares outstanding during the year are adjusted for the effect .

For the purpose of calculating diluted earnings per share, the net profit or loss for the year are attributable to equity share holders and the weighted average number of shares outstanding during the period are adjusted for the effect of all dilutive potential equity shares.

11. Use of Estimate:

The preparation of financial statements in conformity with the generally accepted accounting principles (GAAP) requires the management to make judgment, estimates and assumptions that affect the reported amounts of revenues, expenses, assets and Liabilities and the disclosure of contingent liabilities, at the end of the reporting period. Although these estimates are based upon management''s best knowledge of current events and actions , uncertainty about these assumptions and estimates could result in the outcomes requiring a material adjustment to the carrying amounts of assets or liabilities in future periods.

12. Operating Lease - Operating Lease receipts and payments are recognized as income or expense in the statement of profit and loss as per the terms of the lease agreement.

13. Cash flow statement

The Cash flow statement is prepaid using "in direct method " set out in Accounting Standard - 3 cash flow statement "and presents the cash flow by operating , investing and financing activities of the company.

Cash and Cash equivalents presented in the cash flow statement consist of cash on hand and highly liquid bank balances.

(2) The company has a single class of equity shares. Each share holder is eligible for one Vote per share held. The dividend proposed by the board of Directors is subject to the approval of the share holders. In the event of liquidation , the equity share holders are eligible to receive the remaining assets of the company after distribution of all preferential amounts , in proportion to their share holding.

(3) Details of Share holders holding more than 5 % equity shares as at 31.03.2016

As per the records of the company including its register of share holder/members and other declaration received from share holders regarding beneficial interest , the above share holding represents both legal and beneficial ownership of shares.

(5) The Company declares and pays dividends in Indian rupees.

(6) In the period of five years immediately preceding March 31, 2016 :

During the year ended March 31, 2015, the amount of dividend per share recognized as distribution to equity shareholders includes Rs. 0.20 per share of final dividend. The total dividend appropriation for the year ended March 31, 2015 amounted to Rs. 232.04 Lacs, including corporate dividend tax of Rs.39.04 Lacs.

The Board of Directors, in its meeting on March 11, 2016, declared an interim dividend of Rs.0.30 per equity share. The total dividend appropriation for the year ended March 31, 2016 amounted to Rs. 347.73 Lacs, including corporate dividend tax of Rs. 58.82 Lacs.

Based on favorable decisions in similar cases, legal opinion taken by the company., discussions with the solicitors, etc, the company believes that there is fair chance of decisions in its favors in respect of all the items listed in (iii) (iv) &(v) above and hence no provisions is considered necessary against the same.

*Outstanding bank guarantee includes issued by banks, in favour of following joint venture/partnership firm.

b) In compliance with the Accounting Standards as applicable to its nature of business, the company raised claims with various projects / other parties amounting to Rs. 34556.60. Lacs ( Rs. 22452.04 Lacs in Previous Years), against these claims, the Arbitrator awarded claims of Rs. 1612.50 Lacs ( Rs 1612.50 lacs in the Previous Year). The company has not been recognizing the revenue on the aforesaid Arbitration Awards on its claimed including interest as awarded from time to time. There are also some counter claims by the Project Authorities/ Other Parties amounting to Rs 4191.38 Lacs ( Rs 1354.06 Lacs in previous year) against these claims, the Arbitrator awarded claims to the client of Rs. 82.24 Lacs ( Rs 82.24 lacs in the Previous Year). These Awards are further challenged by the clients as well as the Company in the higher courts as the case may be. In accordance with past practice, the Company has not made adjustment because the same has not become rule of the court due to the objections filed by Project Authorities/ Other parties and by the Company.

14.Other commitments

(b) The company from time to time provides need based support to subsidiaries and joint venture entity towards capital and other requirements .

15. a) Estimated amount of contracts remaining to be executed on capital account and not provided for Rs. 17.37 lacs ( Rs. 55.82 lacs in the previous year)

b) Advance for Capital goods includes Rs 4.23 Lacs paid to Topkhana desh grih Nirman Samiti for purchasing of Land at Jaipur for construction of building . The matter is under subjudice

Note : the above information is given only in respect of contracts entered into on or after 01.04.2003 Figures of previous year are regrouped as needful.

16. Segment Reporting:

a) Primary Segment : Business Segment

Based on the guiding principles given in Accounting Standard AS -17 âSegment Reportingâ notified under Companies (Accounting standard) Rules 2006, the Company''s operating business are organized and managed separately according to the nature of products manufactured and services provided . The identified reportable segments is turnkey contracts of Gates, Cranes, Hoist for Irrigation & Power projects in the Engineering Division and the other segments includes Cinema ( Entertainment) in Multiplex Division , running of Hotel Cum revolving restaurant in Hotel division, construction of multi stories building in real estate division and Skill Development.

Secondary Segment: Geographical segment:

The analysis of Geographical segment is based on the geographical location i.e. domestic and overseas markets of the customers.

Secondary Segment Reporting (By Geographical segment)

The following is the distribution of the company''s revenue from operation (net) by Geographical markets, regardless of where the goods were produced:

b) Segment accounting polices :

In addition to the significant accounting policies applicable to the business segment as set in note 1, the accounting policies in relation to segment accounting are as under:

i) Segment revenue & expenses :

Joint revenue and expenses of segments are allocated amongst them on a reasonable basis. All other segment revenue and expenses are directly attributable to the segments.

ii) Segment assets and liabilities:

iii) Inter segment sales :

Inter segment sales between operating segments are accounted for at market price . These transactions are eliminated in consolidation.

iv) The main division is Engineering Division and funds provided by Engineering Division to other division and interest on such balances are not charged.

v) Other segments do not have revenue from sale to external customers and to other segments in excess of 10% of total revenue of all segments, external or internal.

17. Related Party disclosure under Accounting Standard AS-18 â Related party disclosuresâ notified under Companies (Accounting standard) Rules 2006.

During the year, the company entered into transactions with the related parties. Those transactions along with related balance as at 31^st March 2016 and for the year ended are presented below.

List of related parties with whom transactions have taken place during the year along with nature and volume of transactions are summarized as follows :

List of related parties and relationship:

Name of the related party Relationship

Subsidiaries and step down Subsidiaries

Om Metals Real Estate (P) Limited Subsidiary company

Om Metals Consorti um (P) Limited Subsidiary company

Odisha Marine Services (P) Ltd. Subsidiary company (w.e.f. 15 -10-2015)

Pondicherry Port Ltd. Subsidiary company (w.e.f. 30 -03-2016)

Skywave Impex Ltd Subsidiary company

Om Automotors (P) Ltd Step Down Subsidiary (Subsidiary co. of Om Metals

Real Estate Pvt. Ltd. )

Om Metals Ratanakar (P) Limited Step Down Subsidiary (Subsidiary co. of Om Metals

Real Estate Pvt. Ltd. )

Joint venture/Partenersahip Firm

OMIL-JSC JV, Kamen g Bhilwara Jaipur Toll Road Pvt Limited Om Metals-SPML Infraprojects Pvt Limited Gurha Thermal Power Co. Ltd. ( JV)

OM Metal SPML JV (SSNL) Ceased on 01-04-2015

SPML -OM Metal JV (Ujjain) w.e.f. 18-04-2015

Om Gaima Projects Pvt. Ltd.

Om Metal consortium (PF)

Om Ray Construction (PF)

Enterprises over which significant influence exercised by directors.

Jupiter Metals (P) Ltd Enterprises over which significant influence

exercised by directors.

Om Kothari Pariwarik Trust -doOm Kothari Foundation -do-Bahubali Housing Co. (P) Limited -do-Little Star Finance (P) Limited -Do-Sanyon Properties Pvt. Ltd. -Do-Sanmati Infradeveloper Pvt. Ltd. -do-

Enterprises in which Directors are interested

Om Metals Auto P.Ltd. -do-

Key Management personnel Key Managerial Personnel

Shri C.P. Kothari Chairman

Shri D.P. Kothari Managing Director

Shri Sunil Kothari Joint Managing Director

Shri Vikas Kothari Director & President

Note : 1) Amount as per demand orders including interest and penalty wherever mentioned in the order.

2) In the matter of the Income tax,the department has disallowed claims under section 80IB aggregating Rs.

8816.02 Lacs (previous year Rs. 10684.71 Lacs) during the Financial Years 1976-77, 1995-96, 2001-02 to 2008-09. The appeals were decided in favor of the company by the ITAT. The department has preferred appeals with the Hon''ble High Court. The tax liability if any arising on the a final outcome of the case is indeterminate hence could not be provided.

18. Incompliance with Accounting Standard - 27 on financial reporting of interest in joint venture/partnership firm. Following disclosure are made in respect of jointly controlled entities in which the company is a joint venture/partner .

c) Figures are taken in the books of accounts on the basis of unaudited financial results.

d) The figures of Joint Venture and Partnership Firm are not available. The balance sheet of Joint Venture and Partnership Firm are under preparation

19. As per accounting standard 21 on â consolidated financial statements â and accounting standard 23 on âAccounting for investment in associates in consolidated financial statementsâ issued by the institute of Chartered Accountants of India, the company has presented consolidated financial statements including subsidiary and associates. Accordingly segment information as required under Accounting Standard 17 (AS-17) on segment reporting is included under the notes to consolidated financial statements subject to note no. 2.35.

20. (a) Disclosure in term ofAS-15 are as under:

As per detailed discussion with directors and the explanation and certification provided by them ,Gratuity has been provided on the basis of actuarial valuation using the project unit credit method and same is non-funded. The obligation for leave encashment is recognized in the same manner as gratuity.

Notes: a) The discount rate is based on the prevailing market yield on government securities as at the balance sheet date for the estimated term of obligation.

b) The estimates of future salary increase considered in actuarial valuation, takes account of inflation, seniority, promotion and other relevant factors, such as supply and demand in the employment market.

c) The gratuity and Leave Encashment liabilities are unfounded. Accordingly information regarding planned assets are not applicable.

21. (a) The company has taken Office Premises and directors residence on cancelable Operating Lease. The tenure of these agreements range between 3 to 5 Years.

The amount of lease rentals paid of Rs. 116.45.Lacs (P.Y. Rs. 125.72 Lacs ) has been charged under the head â Rentâ in Note2.27 .

b) The company has entered into separate cancelable Operating lease for Premises and Machinery. The tenure of these agreements range between Six months to three years.

The amount of lease rentals paid ofRs. 141.22 Lacs (P.Y. Rs. 194.53 Lacs ) has been charged under the head â Rent /Hire charges for Equipmentsâ in Note2.27 .

22. Exceptional Items - Loss on sale of Fixed Assets (Land and Building, Plant and machinery and others) is shown under the head Administrative Expenses and profit on sale of Fixed Assets (Land and Building, Plant and machinery and others) is shown under the head Other Income in the previous year

23. The Company has an investment aggregating Rs. 4519.06 Lacs, long term loans and advances Rs. 22269.71 Lacs in Om Metal Real Estate P Ltd and Om Metals Consortium P Ltd, which are wholly subsidiary of the Company and it also has an investment aggregating Rs. 488.95 Lacs, long term loans and advances Rs. 76.93 Lacs Odisha Marine Services P Ltd and Pondicherry Port Ltd which are now wholly owned subsidiary, such Loans and advances are interest Free. While such entities except Om Metals Consortium P Ltd, have incurred losses, the underlying projects in such entities are in the early stages of development and are expected to achieve adequate profitability on substantial completion and/ or have current market values of certain properties which are in excess of the carrying values, hence net-worth of both these subsidiaries does not represent its true market value. Therefore the decline in the value of above investments is temporary in nature and the loans and advances and other current assets are good and recoverable.

24. Corporate Social Responsibility

- Gross amount required to be spent by the Company during the year is Rs. 83.76 Lacs.

- Amount spent during the year:

25. The Preoperative Expenses of Rs. 37.07 Lacs under various heads has been incurred during the year and capitalized in the respective Fixed assets of the Company.

2.47 Other Additional information.

a. i. The details of finished goods opening, production, sales and closing stock are given as per annexure A.

ii. The details of material consumption are given as per annexure B.

26. Figures for previous year have been re-arranged/regrouped wherever necessary to make them comparable.

27. Note 1 & 2 form an integral Part of the Balance Sheet & Statement of Profit and Loss and Cash Flow Statement have been duly authenticated.

Mar 31, 2014

Company Overview:

The company in the field of turnkey execution - from design , detail engineering, manufacture , supply, installation , testing and commissioning of complete range of Hydro mechanical equipment of hydro electric power and irrigation projects . The company is also diversified in the real estate, hotel and infra structures segments.

1 CONTINGENT LIABILITIES AND COMMITMENTS.

CONTINGENT LIABILIITIES (NOT PROVIDED FOR) IN RESPECT OF FOLLOWING ;

(RS. IN LACS)

S. Particulars As at As at No. 31.03.2014 31.03.2013

i) Outstanding bank guarantee * 19577.98 16736.42

ii) Letter of credits accepted 846.66 785.06

iii) Other Claims against the 1381.48 1377.38 Company not acknowledged a debt relating to supplies and service matters including counter claims of project authorities.

iv) Labour cases Amount Un- Amount Un- ascertainable ascertainable

v) show cause/demand/notices 2290.43 2074.88 by excise deptt., service tax, income tax authorities being disputed by the company. (See note no 2.37 below.)(Net)

vi) Outstanding amount against 20600 20600 corporate guarantee given to bank on account of loans given by such bank. {**)

Based on favorable decisions in similar cases, legal opinion taken by the company., discussions with the solicitors, etc, the company believes that there is fair chance of decisions in its favors in respect of all the items listed in (iii) (iv) &(v] above and hence no provisions is considered necessary against the same.

2 OTHER COMMITMENTS

(a) The company has issued an under taking to associate bankers for non - disposal of its investment of Rs. 1808.53 Lacs {Previous year Rs. 1797.53 Lacs) in an associate (Bhilwara Jaipur Toll Road Pvt. Ltd) till date entity repay its debts.

(b) The company from time to time provides need based support to subsidiaries and joint venture entity towards capital and other requirements.

3 Estimated amount of contracts remaining to be executed on capital account and not provided for Rs. 4.32 lacs ( Rs. 4.32 lacs In the previous year)

4 Claims raised by the Company/Claims settled with various project

Authorities / other parties amounting to Rs. 14134.84 lacs { Rs. 11269.34lacs in previous year), against these claims, the company has received arbitration awards of Rs. 1534.50 lacs ( Previous year Rs. 1676.34 lacs ) In accordance with past practice, the Company has not made adjustment because the same can not become rule of the court due to the objections filed by Project Authorities/ Other parties.

Note

1. Audit fees includes service tax.

2. Rs. 1.65 Lacs {Previous year Rs. 1.11 Lacs) Paid for other services to auditors in which he is prop, of Chartered Accountant firm.

5 SEGMENT REPORTING:

(a) Primary Segment: Business Segment

Based on the guiding principles given in Accounting Standard AS -17 "Segment Reporting" notified under Companies (Accounting standard) Rules 2006, the Company''s operating business are organized and managed separately according to the nature of products manufactured and services provided . The four identified reportable segments are , turn key contracts of Gates, Cranes, Hoist for Irrigation & Power projects in the Engineering Division and the other segments includes Cinema { Entertainment) in Multiplex Division , running of Hotel Cum revolving restaurant in Hotel division and construction of multi stories building in real estate division.

Secondary Segment: Geographical segment;

The analysts of Geographical segment is based on the geographical location i.e. domestic and overseas markets of the customers.

Secondary Segment Reporting (By Geographical segment)

The following is the distribution ofthe company''s revenue from operation (net) by Geographical markets, regardless of where the goods were produced:

The company has common fixed Assets in India or producing goods / providing services for domestic market and overseas markets. Hence, separate figures for fixed assets/ addition to fixed assets have not been furnished,

a) Segment accounting polices :

In addition to the significant accounting policies applicable to the business segment as set-in note 1, the accounting policies in relation to segment accounting are as under:

i) Segment revenue & expenses :

Joint revenue and expenses of segments are allocated amongst them on a reasonable basis. All other segment revenue and expenses are directly attributable to the segments.

ii) Segment assets and liabilities:

Segment assets include all operating assets used by a segment and consist principally of operating cash, receivables, inventories and fixed assets, net of allowance and provisions, which are reported as direct off sets in the balance sheet. Segment Liabilities include all operating Liabilities and consist principally of trade payables &. accrued liabilities. Segment assets and liabilities do not include deferred income taxes except in the Engineering division. While most of the assets/liabilities can be directly attributed to Individual segments, the carrying amount of certain assets /liabilities pertaining to two more segments are allocated to the segments on a reasonable basis.

iii) Inter segment sales;

Inter segment sales between operating segments are accounted for at market price . These transactions are eliminated in consolidation,

iv) The main division is Engineering Division and funds provided by Engineering Division to other division and interest on such balances are not charged.

6 Related Party disclosure under Accounting Standard AS-18 " Related party disclosures" notified under Companies (Accounting standard) Rules 2006.

During the year, the company entered Into transactions with the related parties. Those transactions along with related balance as at 31st March 2014 and for the year ended are presented below.

List of related parties with whom transactions have taken place during the year along with nature and volume of transactions are summarized as follows:

7 Advance for Capital goods includes Rs 4.23 Lacs paid to Topkhana desh grih Nirman Samiti for purchasing of Land at Jaipur for construction of building .The matter is under subjudice 2.39 Incompliance with Accounting Standard - 27 on financial) reporting of interest in joint venture/partnership firm. Following disclosure are made in respect of Jointly controlled entities in which the company is a joint venturer/partner.

8 As per accounting standard 21 on " consolidated financial statements " and accounting standard 23 on "Accounting for investment in associates in consolidated financial statements" issued by the institute of Chartered Accountants of India, The company has presented consolidated financial statements including subsidiary and associates. Accordingly segment information as required under Accounting Standard 17 {AS-17} on segment reporting is included under the notes to consolidated financial statements subject to note no. 2.34.

9 Disclosure Under clause 32 of the listing agreement:

Loans and Advances & debtors includes following amounts due from subsidiary / Joint Venture & other associates:-

10 (a) The company has taken Office Premises and directors residence on cancelable Operating Lease. The tenure of these agreements range between 3 to 5 Years.

The amount of lease rentals paid of Rs. 136.20 Lacs (P.Y. Rs. 129.88 Lacs } has been charged under the head " Rent" in Note2.27 .

b) The company has entered into separate cancelable Operating lease for Premises and Machinery. The tenure of these agreements range between Six months to three years.

The amount of lease rentals paid of Rs. 363.97 Lacs (P.Y. Rs, 227.37 Lacs) has been charged under the head " Rent /Hire charges for Equipments" in Note2.27.

Mar 31, 2013

Company Overview :

The company in the field of turnkey execution - from design , detail engineering , manufacture , supply, installation , testing and commissioning of complete range of Hydro mechanical equipment of hydro electric power and irrigation projects . The company is also diversified in the real estate, hotel and infra structures segments.

1.1 Other commitments

(a) The company has issued an under taking to associate bankers for non - disposal of its investment of Rs. 20600 Lacs (Previous year Rs,20600 Lacs) in an associate till date entity repay its debts.

(b) The company from time to time provides need based support to subsidiaries and joint venture entity towards capital and other requirements .

1.2 Estimated amount of contracts remaining to be executed on capital account and not provided for Rs. 4.32 lacs ( Rs. 4.32 lacs in the previous year)

1.3 Claims raised by the Company/Claims settled with various project authorities/other parties. Amounting to Rs. 11269.341acs ( Rs. 6163.16 Lacs in previous year) , against these claims, the company has received arbitration awards of Rs. 1676.34 lacs ( Previous year Rs. 373.29 lacs ) In accordance with past practice, the Company has not made adjustment because the same can not become rule of the court due to the objections filed by Project Authorities/ Other parties .

1.4 Segment Reporting :

(a) Primary Segment: Business Segment

Based on the guiding principles given in Accounting Standard AS -17 "Segment Reporting" notified under Companies (Accounting standard) Rules 2006, the Company''s operating business are organized and managed separately according to the nature of products manufactured and services provided . The four identified reportable segments are , turn key contracts of Gates, Cranes, Hoist for Irrigation & Power projects in the Engineering Division and the other segments includes Cinema ( Entertainment) in Multiplex Division , running of Hotel Cum revolving restaurant in Hotel division and construction of multi stories building in real estate division.

Secondary Segment: Geographical segment

Since the company''s activities/operations are primarily with in the country and considering the nature of products/services it deals in , the risk and returns are same and as such there is only one geographical segments,

a) Segment accounting polices:

In addition to the significant accounting policies applicable to the business segment as set in note 1, the accounting policies in relation to segment accounting are as under:

i) Segment revenue & expenses:

Joint revenue and expenses of segments are allocated amongst them on a reasonable basis. All other segment revenue and expenses are directly attributable to the segments.

ii) Segment assets and liabilities:

Segment assets include all operating assets used by a segment and consist principally of operating cash, receivables, inventories and fixed assets, net of allowance and provisions, which are reported as direct off sets in the balance sheet. Segment Liabilities include all operating Liabilities and consist principally of trade payables & accrued liabilities. Segment assets and liabilities do not include deferred income taxes except in the Engineering division. While most of the assets/liabilities can be directly attributed to individual segments, the carrying amount of certain assets /liabilities pertaining to two more segments are allocated to the segments on a reasonable basis.

iii) Inter segment sales:

Inter segment sales between operating segments are accounted for at market price . These transactions are eliminated in consolidation .

iv) The main division is Engineering Division and funds provided by Engineering Division to other division and interest on such balances are not charged.

1.5 Related Party disclosure under Accounting Standard AS-18 " Related party disclosures" notified under Companies (Accounting standard) Rules 2006.

During the year, the company entered into transactions with the related parties. Those transactions along with related balance as at 31st March 2013 and for the year ended are presented below.

List of related parties with whom transactions have taken place during the year along with nature and volume of transactions are summarized as follows :

Note : 1) Amount as per demand orders including interest and penalty wherever mentioned in the order.

2) In the metter of income tax the department preferred and an appeal to the hon''ble High Court, Jaipur

1.6 Advance for Capital goods includes Rs 4.23 Lacs paid to Topkhana desh grih Nirman Samiti for purchasing of Land at Jaipur for construction of building . The matter is under subjudice

1.7 Incompliance with Accounting Standard - 27 on financial reporting of interest in joint venture/partnership firm. Following disclosure are made in respect of jointly controlled entities in which the company is a joint venturer/partner .

1.8 As per accounting standard 21 on " consolidated financial statements " and accounting standard 23 on "Accounting for investment in associates in consolidated financial statements" issued by the institute of Chartered Accountants of India, The company has presented consolidated financial statements including subsidiary and associates. Accordingly segment information as required under Accounting Standard 17 (AS-17) on segment reporting is included under the notes to consolidated financial statements subject to note no. 2.34.

1.9 Loans and Advances & debtors includes following amounts due from subsidiary / Joint Venture & other associates: -

1.10 The Company has provided for liability of gratuity aggregating to Rs. 71.85 Lacs (Previous year Rs. 66.55 lacs)for employees who have qualified for it as per payment of Gratuity Act. The company could not comply with the requirement of AS - 15 retirement benefit issued by ICAI as the valuation by a Certified acturian is under process.

1.11 (a) The company has taken Office Premises and directors residence on cancelable Operating Lease. The tenure of these agreements range between 3 to 5 Years.

The amount of lease rentals paid of Rs. 129.88 Lacs (P.Y. Rs. 134.65 Lacs) has been charged under the head " Rent" in Note2.27 .

b) The company has entered into separate cancelable Operating lease for Premises and Machinery. The tenure of these agreements range between Six months to three years.

The amount of lease rentals paid of Rs. 227.37 Lacs (P.Y. Rs. 266.18 Lacs) has been charged under the head " Rent /Hire charges for Equipments" in Note2.27 .

1.12 Figures for previous year have been re-arranged/regrouped wherever necessary to Make them comparable.

1.13 Note 1 & 2 form an integral Part of the Balance Sheet & Statement of Profit and Loss and have been duly authenticated.

Mar 31, 2012

Company Overview:

The company in the field of turnkey execution - from design , detail engineering, manufacture, supply, installation, testing and commissioning of complete range of Hydro mechanical equipment of hydro electric power and irrigation projects . The company is also diversified in the real estate, hotel and infra structures segments.

1.1 CONTINGENT LIABILITIES AND COMMITMENTS

CONTINGENT LIABILITIES (NOT PROVIDED FOR) IN RESPECT OF FOLLOWING :

(RS. IN LACS)

S. Particulars As at As at 31.03.2012 31.03.2011 NO.

i) Outstanding bank guarantee * 15942.94 16991.11

ii) Letter of credits accepted 2970.90 3334.28

iii) Claims against the Company not 1373.06 1373.06 acknowledged a debt relating to supplies and service matters including counter claims of project authorities.

iv) Various labour cases Amount not Amount not ascertainable ascertainable

v) show cause/demand/notices by excise 3680.08 3929.39 deptt., service tax, income tax authorities being disputed by the company. (See note no 11 below.)(Net)

Vi) Outstanding Corporate Guarantee** 25600.00 5000.00

Based on favorable decisions in similar cases, legal opinion taken by the company., discussions with the solicitors, etc, the company believes that there is fair chance of decisions in it's favour in respect of all the items listed in (iii) (iv) &(v) above and hence no provisions is considered necessary against the same.

* Outstanding bank guarantee-includes issued by banks, in favour of following Joint venture/partnership firm.

1.2 Estimated amount of contracts remaining to be executed (capital commitments) not provided for Rs. 4.32 lacs ( Rs. 72.93 lacs in the previous year)

1.3 Claims raised by the Company/Claims settled with various project authorities/other parties, amounting to Rs. 5792.88 lacs ( Rs. 6492.88 Lacs in previous year) , against these claims, the company has received arbitration awards of Rs. 377.14lacs ( Previous year Rs. 269.09 lacs ) In accordance with past practice, the Company has not made adjustment because the same can not become rule of the court due to the objections filed by Project Authorities/ Other parties .

1.4 Segment Reporting policies:

a) Business Segment

Based on the guiding principles given in Accounting Standard AS -17 "Segment reporting" issued by the Institute of Chartered Accountants of India, the ÃÂ¦Company's""operatingbusiness are organized and managed separately according 7; to the nature of products manufactured and services provided . The four identified reportable segments are , turn key contracts of Gates, Cranes, Hoist for Irrigation & Power projects in the Engineering Division and the other segments includes Cinema ( Entertainment) in Multiplex Division , running of Hotel Cum revolving restaurant in Hotel division and construction of multi stories building in real estate division.

b) Geographical segments :

Since the company's activities/operations are primarily with in the country and considering the nature of products/services it deals in , the risk and returns are same and as such there is only one geographical segments,

c) Segment accounting polices :

In addition to the significant accounting policies applicable to the business segment as set in note 1 the accounting policies in relation to segment accounting are as under:

i) Segment revenue & expenses :

Joint revenue and expenses of segments are allocated amongst them on a reasonable basis. All other segment revenue and expenses are directly attributable to the segments.

ii) Segment assets and liabilities:

Segment assets include all operating assets used by a segment and consist principally of operating cash, receivables, inventories and fixed assets, net of allowance and provisions, which are reported as direct off sets in the balance sheet Segment Liabilities include all operating Liabilities and consist principally of trade payables & accrued liabilities. Segment assets and liabilities do not include deferred income taxes except in the Engineering division. While most of the assets/liabilities directly attributed to individual segments.

iii) Inter segment sales :

Inter segment sales between operating segments are accounted for at market price.

iv) The main division is Engineering Division and funds provided by Engineering Division to other division and interest on such balances are not charged.

1.5 Related Party disclosure under Accounting Standard AS-18 " Related party disclosures" issued by the institute of Chartered Accountants of India:

During the year, the company entered into transactions with the related parties. Those transactions along with related balance as at 31st March 2012 and for the year ended are presented in the following tables.

1.6 Advance for Capital goods includes Rs 4.23 Lacs paid to Topkhana desh grih Nirman Samiti for purchasing of Land at Jaipur for construction of building . The matter is under subjudice

1.7 Expenses and receipts relating to earlier year amounting to Rs Nil and Rs. Nil Lacs respectively (Previous year Rs. 3.93 Lacs and Rs. Nil lacs) debited/credited to respective expenses and Income heads .

1.8 Incompliance with Accounting Standard - 27 on financial reporting of interest in joint venture/partnership firm. Following disclosure are made in respect of jointly controlled entities in which the company is a joint venturer/partner.

1.9 As per accounting standard 21 on " consolidated financial statements " and accounting standard 23 on "Accounting for investment in associates in consolidated financial statements" issued by the institute of Chartered Accountants of India, The company has presented consolidated financial statements including subsidiary and associates. Accordingly segment information as required under Accounting Standard 17 (AS-17) on segment reporting is included under the notes to consolidated financial statements subject to note no. 2.34.

1.10 The Company has provided for liability of gratuity aggregating to Rs. 66.55 Lacs (Previous year Rs. 62.30 lacs)for employees who have qualified for it as per payment of Gratuity Act. The company could not comply with the requirement of AS - 15 retirement benefit issued by ICAI as the valuation by a Certified acturian is under process.

1.11(a) The company has taken Office Premises and directors residence on cancelable Operating Lease. The tenure of these agreements range between 3 to 5 Years.

The amount of lease rentals paid of Rs. 134.65 Lacs (P.Y. Rs. 149.31 Lacs) has been charged under the head " Rent" in Note2.27 .

b) The company has entered into separate cancelable Operating lease for Premises and Machinery. The tenure of these agreements range between Six months to three years.

The amount of lease rentals paid of Rs. 266.18 Lacs (P.Y. Rs. 638.21 Lacs) has been charged under the head "Rent /Hire charges for Equipments" in Note2.27 .

1.12 Figures for previous year have been re-arranged/regrouped wherever necessary to Make them comparable.

1.13 Note 1 & 2 form an integral Part of the Balance Sheet & Statement of Profit and Loss and.have been duly authenticated.

Mar 31, 2010

1. CONTINGENT LIABILIITIES (NOT PROVIDED FOR) IN RESPECT OF:

(RS.IN LACS)

S. Particulars As at As at No. 31.03.2010 31.03.2009

i) Outstanding bank guarantee * 12414.25 13458.92

ii) Letter of credits accepted 6355.48 2871.12

iii) Claims against the Company not 1347.56 1349.06 acknowledged a debt relating to supplies and service matters including counter claims of project authorities.

iv) Various labour cases Amount not Amount notascertainable ascertainable

v) show cause/demand/notices by excise 739.90 745.77 deptt, service tax, income tax authorities being disputed by the company. (See note no 11 below.)

Based on favorable decisions in similar cases, legal opinion taken by the company., discussions with the solicitors, etc, the company believes that there is fair chance of decisions in its favour in respect of all the items listed in (iii) (iv) &(v) above and hence no provisions is considered necessary against the same.

- Out standing bank guarantee includes issued by banks, in favour of following joint venture/partnership firm. (Rs. in Lacs,)

Name of Joint Venture (JV) O/s. Bank O/s. Bank /partnership firm (PF) guarantee as at guarantee as at 31.03,2010 31.03.2009

OML+JSC, UKRAIN , KAMENG (JV) 2186.00 2361.00 Om Metals Consortium (PF) 950.00 950.00

2. Estimated amount of contracts remaining to be executed (capital commitments) not provided for Rs. 7.16 lacs ( Rs. 106.03 lacs in the previous year)

3. Claims raised by the Company/Claims settled with various project authorities/ other parties, amounting to Rs lacs ( Rs. 5710.00 Lacs in previous year) , against these claims, the company has received arbitration awards of Rs lacs ( Previous year Rs. 213.93 lacs ) In accordance with past practice, the Company has not made adjustment because the same can not become rule of the court due to the objections filed by Project Authorities/ Other parties.

4. Segment Reporting:

a) Primary segment: Business Segment

Based on the guiding principles given in Accounting Standard AS -17 "Segment reporting" issued by the Institute of Chartered Accountants of India, the Companys operating business are organized and managed separately according to the nature of products manufactured and services provided . The four identified reportable segments are turn key contracts of Gates, Cranes, Hoist for Irrigation & Power projects in the Engg. Division and the other segments includes Cinema - ( Entertainment) in Multiplex Division , running of Hotel Cum revolving restaurant in Hotel division and construction of multi stories building in real estate division.

b) Secondary segment: Geographical segments :

Since the companys activities/operations are primarily with in the country and considering the nature of products/services it deals in , the risk and returns are same and as such there is only one geographical segments,

c) Segment accounting polices :

In addition to the significant accounting policies applicable to the business segment as set in note 1 of schedule 18 "notes to accounts" the accounting policies in relation to segment accounting are as under:

i) Segment revenue & expenses :

Joint revenue and expenses of segments are allocated amongst them on a , reasonable basis. All other segment revenue and expenses are directly attributable to the segments.

ii) Segment assets and liabilities:

Segment assets include all operating assets used by a segment and consist principally of operating cash, debtors, inventories and fixed assets, net of allowance and provisions, which are reported as direct off sets in the balance sheet. Segment Liabilities include all operating Liabilities and consist principally of creditors & accrued liabilities. Segment assets and liabilities do not include deferred income taxes except in the Engg. Div. While most of the assets/liabilities directly attributed to individual segments.

iii) Inter segment sales :

Inter segment revenues between operating segments are accounted for at market price. These transaction are eliminated in consolidation .

iv) The main division is Engg. Division and funds provided by Engg. Division to ^pther-division and interest on such balances are not charged.

5. Related Party disclosure under Accounting Standard AS-18 " Related party disclosures" issued by the Institute of Chartered Accountants of India: During the year, the company entered into transactions with the related parties. Those transactions along with related balance as at 31st March 2010 and for the year ended are presented in the following tables.

List of related parties with whom transactions have taken place during the year along with nature and volume of transactions are summarized as follows

6. Advance for Capital goods includes Rs 4.23 Lacs paid to Topkhana desh grih Nirman Samiti for purchasing of Land at Jaipur for construction of building . The matter is under subjudice

7. Expenses and receipts relating to earlier year amounting to Rs Nil and Rs. Nil Lacs -^respectively (Previous year Rs. Nil Lacs and Rs. 44.66 lacs) debited/credited to respective expenses and Income heads .

8. Incompliance with Accounting Standard - 27 on financial reporting of interest in joint venture/partnership firm. Following disclosure are made in respect of jointly controlled entities in which the company is a joint venturer/partner .

c) Figures are taken in the books of accounts on the basis of unaudited financial results in current year as well as in the previous year. (N.A = Not available)

d) The Figures of Joint Venture and partnership firm are not available. The balance sheet of the joint venture and partnership firm (PF) are under preparation.

9. As per accounting standard 21 on " consolidated financial statements " and accounting standard 23 on "Accounting for investment in associates in consolidated financial statements" issued by the institute of Chartered Accountants of India, The company has presented consolidated financial statements including subsidiary and associates. Accordingly segment information as required under Accounting Standard 17 (AS-17) on segment reporting is included under the notes to consolidated financial statements subject to note no 16 e.

10 Public Offer

(a) During the year 2006-2007, the company has issued and allotted 20000000 equity share of face value of Rs. 1/- each at a premium of Rs. 59/- per equity shares to qualified institutional buyers (QIB)

11 The Company has provided for liability of gratuity aggregating to Rs. 52.22 Lacs (Previous year Rs. 39.33 lacs)for employees who have qualified for it as per payment of Gratuity Act. The company could not comply with the requirement of AS - 15 retirement benefit issued by ICAI as the valuation by a Certified acturian is under process.

12. (a) The company has taken Office Premises and directors residence on cancelable Operating Lease. The tenure of these agreements range between 3 to 5 Years. ,>-,;-jThe amount of lease rentals paid of Rs. 72.34 Lacs (P.Y. Rs. 44.40 Lacs) has 1^ ,- beWWiarged under the head " Rent" in Schedule 16.

(b)The company has entered into separate cancelable Operating lease for Premises and Machinery. The tenure of these agreements range between Six months to three years.

The amount of lease rentals paid of Rs. 92.22 Lacs (P.Y. Rs. 87.68 Lacs) has been charged under the head " Rent /Hire charges for Equipments" in Schedule 15 and "Rent" in Schedule 16.

(c)The company has Leased premises and Machinery on cancelable Operating Lease.The aggregate amount of lease rentals received amounting to Rs.84.00 lacs

(P.Y. Rs. 55.20 Lacs ) have been credited under the head " Rent and hire charges" in Schedule 11.

- As certified by the management.

- Since the companys installed capacity is dependent on product mix, which in turn is decided on the basis of actual demand for Various products from time to time, it is not feasible for the company to give exact installed capacity. The company has, however, indicated installed capacity on the basis of years product mix as certified by a director and being a technical mater accepted by the auditors as correct.

c) Particulars in respect of opening stock, Goods manufactured, sales, closing stocks and Trading Activities are given in annexure no. 1.

d) Particuars in respect of consumption of raw material, accessories and bought out items are giVen in annexure no. 2.

e) Multiplex Division:

The operation of Multiplex division given to Inox Leisure Limited on Fixed sharing basis for a period from 16.06.2006 to 15.06.2013. The fixed income shown under the schedule no. 10. Hence it is not possible to give quantitative details and informations required under paragraph 3, 4C & 4D of part II of schedule 6of the companies act 1956.

e) Hotel division:

Hotel Division of the company is mainly engaged in the business of sale of room and restaurant income. It is not practical to give the quantitative wise details in respect of purchases consumption, turnover and stock etc. The company has been granted exemption from Ministry of company affairs vide their order dated 05.02.09 .to disclose the quantitative details in compliance of paragraph 3, 4C & 4D of part II of schedule VI of the companies act. 1956.for the year ending from 01.04.08 to 31.03.2011.

13. Figures for previous year have been re-arranged/regrouped wherever necessary to Make them comparable.

14. Schedule 1 to 18 and the statement of additional information form an integral Part of the Balance Sheet & Profit and Loss Account and have been duly authenticated.

Mar 31, 2009

1. CONTINGENT LIABILIITIES (NOT PROVIDED FOR) IN RESPECT OF:

(Rs. in Lacs)

S. No. Particulars As at As at 31.03.2009 31.03.2008

i. Outstanding bank guarantee * 13458.92 13395.95

ii. Letter of credits accepted 2871.12 2677.65

iii. Claims against the Company not acknowledged a debt relating to supplies and service matters including counter claims of project authorities. 1349.06 1394.34

iv. Various labour cases Amount not Amount not ascertainable ascertainable

v. Net show cause/demand/notices by excise deptt., service tax, income tax authorities being disputed by the company. (See note no 11 below.) 745.77 1447.82

Based on favorable decisions in similar cases, legal opinion taken by the company., discussions with the solicitors, etc, the company believes that there is fair chance of decisions in its favour in respect of all the items listed in (iii) (iv) &(v) above and hence no provisions is considered necessary against the same.

2. Estimated amount of contracts remaining to be executed (capital commitments) not provided for Rs.106.03 lacs ( Rs. Nil lacs in the previous year)

3. Claims raised by the Company/Claims settled with various project authorities/ other parties. amounting to Rs. 5710.09 lacs (Rs. 5182.41 Lacs in previous year), against these claims, the company has received arbitration awards of Rs. 213.93 lacs (Previous year Rs. 215.32 lacs) In accordance with past practice, the Company has not made adjustment because the same can not become rule of the court due to the objections filed by Project Authorities/ Other parties.

4. SEGMENT REPORTING:

a) Primary segment: Business Segment

Based on the guiding principles given in Accounting Standard AS -17 "Segment reporting" issued by the Institute of Chartered Accountants of India, the Companys operating business are organized and managed separately according to the nature of products manufactured and services provided . The four identified reportable segments are turn key contracts of Gates, Cranes, Hoist for Irrigation & Power projects in the Engg. Division and the other segments includes Cinema ( Entertainment) in Multiplex Division , running of Hotel Cum revolving restaurant in Hotel division and construction of multi stories building in real estate division.

b) Secondary segment: Geographical segments :

Since the companys activities/operations are primarily with in the country and considering the nature of products/services it deals in , the risk and returns are same and as such there is only one geographical segments,

The following is the distributions of the companys consolidated revenue by geographical markets, regardless of where the goods/ services were produced.

c) Segment accounting polices :

In addition to the significant accounting policies applicable to the business segment as set in note 1 of schedule 18 "notes to accounts" the accounting policies in relation to segment accounting are as under:

i. Segment revenue & expenses :

Joint revenue and expenses of segments are allocated amongst them on a reasonable basis. All other segment revenue and expenses are directly attributable to the segments.

ii. Segment assets and liabilities:

Segment assets include all operating assets used by a segment and consist principally of operating cash, debtors, inventories and fixed assets, net of allowance and provisions, which are reported as direct off sets in the balance sheet.Segment Liabilities include all operating Liabilities and consist principally of creditors & accrued liabilities. Segment assets and liabilities do not include deferred income taxes except in the Engg. Div while most of the assets/liabilities directly attributed to individual segments.

iii. Inter segment sales :

Inter segment revenues between operating segments are accounted for at market price. These transaction are eliminated in consolidation .

iv. The main division is Engg. Division and funds provided by Engg. Division to other division and interest on such balances are not charged.

5. Related Party disclosure under Accounting Standard AS-18 " Related party disclosures" issued by the Institute of Chartered Accountants of India:

During the year, the company entered into transactions with the related parties. Those transactions along with related balance as at 31st March 2009 and for the year ended are presented in the following tables.

List of related parties with whom transactions have taken place during the year along with nature and volume of transactions are summarized as follows.

List of related parties and relationship:

Name of the related party Relationship

Om Metal Auto (P) Limited Subsidiary company

Om Metals Real Estate (P) Limited Subsidiary company

Om Metals Ratanakar (P) Limited Step Subsidiary company

Skywave Impex (P) Limited Enterprises over which significant influence exercised by directors.

Lambodar Finvest (P) Ltd. -do-

Om Kothari Pariwarik Trust -do-

Om Kothari Foundation -do-

Bahubali Housing Co. (P) Limited -do-

Little Star (P) Limited -Do-

Benzer Agencies Limited -do-

Om Kothari Enterprises Limited Associate Promoter holding more than 20% or under the same management

Baba Vinimay (P) Limited -do-

Key Management persons Key Managerial Personnel

Dr. T.C. Kothari Shri C.P. Kothari

Name of the related party Relationship

Shri D.P. Kothari Shri Sunil Kothari Shri Vikas Kothari Shri Bharat Kothari Shri Vivek Kothari

Relatives of Key management persons Relative of directors

Smt. C. Manjula Kothari Smt. D. Manjula Kothari Smt. Seema Kothari Smt. Anita Kothari C.P. Kothari & Sons T.C. Kothari & Sons

6. Advance for Capital goods includes Rs 4.23 Lacs paid to Topkhana desh grih Nirman Samiti for purchasing of Land at Jaipur for construction of building . The matter is under subjudice

7. Expenses and receipts relating to earlier year amounting to Rs .Nil and Rs. 44.66 Lacs respectively (Previous year Rs. 3.48 Lacs and Rs. Nil lacs) debited/credited to respective expenses and Income heads .

8. Incompliance with Accounting Standard - 27 on financial reporting of interest in joint venture/partnership firm. Following disclosure are made in respect of jointly controlled entities in which the company is a joint venturer/partner.

9. As per accounting standard 21 on "Consolidated Financial Statements" and accounting standard 23 on "Accounting for investment in associates in consolidated financial statements" issued by the institute of Chartered Accountants of India, The company has presented consolidated financial statements including subsidiary and associates. Accordingly segment information as required under Accounting Standard 17 (AS-17) on segment reporting is included under the notes to consolidated financial statements subject to note no .16c.

10.PUBLIC OFFER

a) During the year 2006-2007, the company has issued and allotted 20000000 equity share of face value of Rs. 1/- each at a premium of Rs. 59/- per equity shares to qualified institutional buyers (QIB)

11. The Company has provided for liability of gratuity aggregating to Rs. 39.33 Lacs (Previous year Rs. 28.81 lacs)for employees who have qualified for it as per payment of Gratuity Act. The company could not comply with the requirement of AS - 15 retirement benefit issued by ICAI as the valuation by a Certified acturian is under process.

12. The company has received show cause notice from RIICO challenging its own permission granted to the company for the construction and sale of residential flats on the allotted land. The company has given a suitable reply and the matter is under reconsideration of RIICO. The liabilities if any, arising in this accord can be upto the conversion/premium charge for the changed use of land.

13. (a) The company has taken Office Premises and directors residence on cancelable Operating Lease. The tenure of these agreements range between 3 to 5 Years.

The amount of lease rentals paid of Rs. 4440000 (P.Y. Rs. 3080000) has been charged under the head " Rent" in Schedule 16.

(b) The company has entered into separate cancelable Operating lease for Premises and Machinery. The tenure of these agreements range between Six months to three years.

The amount of lease rentals paid of Rs. 8768431 (P.Y. Rs. 43712493) has been charged under the head " Rent /Hire charges for Equipments" in Schedule 15 and "Rent" in Schedule 16.

(c) The company has Leased premises and Machinery on cancelable Operating Lease.The aggregate amount of lease rentals received amounting to Rs.5520000(P.Y. Rs. 5520000) have been credited under the head " Rent and hire charges" in Schedule 11.

Ã As certified by the management.

Ã Since the companys installed capacity is dependent on product mix, which in turn is decided on the basis of actual demand for Various products from time to time, it is not feasible for the company to give exact installed capacity. The company has, however, indicated installed capacity on the basis of years product mix as certified by a director and being a technical mater accepted by the auditors as correct.

b) Particulars in respect of opening stock, Goods manufactured, sales, closing stocks and Trading Activities are given in annexure no.1.

c) Particulars in respect of consumption of raw material, accessories and bought out items are given in annexure no. 2.

d) Multiplex Division:

The operation of Multiplex division given to Inox Leisure Limited on Fixed sharing basis for a period from 16.06.2006 to 15.06.2013. The fixed income shown under the schedule no. 10. Hence it is not possible to give quantitative details and informations required under paragraph 3, 4C & 4D of part II of schedule 6of the companies act 1956.

e) Hotel division:

Hotel Division of the company is mainly engaged in the business of sale of room and restaurant income. It is not practical to give the quantitative wise details in respect of purchases consumption, turnover and stock etc. The company has been granted exemption from Ministry of company affairs vide their order dated 05.02.09 .to disclose the quantitative details in compliance of paragraph 3, 4C & 4D of part II of schedule VI of the companies act. 1956, for the year ending from 01.04.08 to 31.03.2011.

14. Figures for previous year have been re-arranged/regrouped wherever necessary to make them comparable.

15. Schedule 1 to 18 and the statement of additional information form an integral Part of the Balance Sheet & Profit and Loss Account and have been duly authenticated.

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