Directors Report of Omaxe Ltd.

Mar 31, 2023

BOARDS REPORT

Dear Members,

Your Directors have pleasure in presenting the Thirty Fourth Annual Report on the business and operations of the Company
together with the audited financial statements of the Company for the Financial Year ("FY") ended March 31,2023.

FINANCIAL HIGHLIGHTS

A brief overview on standalone and consolidated financial performance of the Company for the financial year ended March 31,
2023 is as follows:

particulars	Standalone		consolidated
	31.03.2023 (Audited)	31.03.2022 (Audited)	31.03.2023 (Audited)	31.03.2022 (Audited)
Revenue from Operations	459.39	411.65	773.33	617.80
Other Income	12.18	10.53	24.68	20.14
Total Income	471.57	422.18	798.01	637.94
Expenses
Operating Expenditure	446.53	285.16	866.29	557.58
Employee Benefit Expense	39.94	37.59	39.36	40.34
Depreciation and Amortization Expenses	55.66	38.95	65.37	46.58
Finance Cost	104.81	103.35	112.80	121.09
Other Expenses	74.30	45.30	170.96	66.73
Total Expenses	721.24	510.35	1,254.78	832.32
profit/(Loss) Before Tax	(249.67)	(88.17)	(456.77)	(194.38)
Tax Expenses	(56.48)	(11.88)	(105.69)	(32.73)
Share of profit/(loss) in associates	-	-	(0.00)	0.04
profit/(Loss) before comprehensive income	(193.19)	(76.29)	(351.08)	(161.61)
Other comprehensive incomes	(0.35)	2.42	1.39	(0.38)
Total comprehensive Income for the year	(193.54)	(73.87)	(349.69)	(161.99)

transfer to reserves

During the year under review, in view of the losses, the Board
of Directors of your Company has decided not to transfer any
amount to the General Reserves.

REVIEW OF BUSINESS OpERATIONS

Omaxe has a successful track record of delivering 132
million square feet of construction projects up to 31st March
2023. This includes 132 million square feet of their own real
estate developments and from construction contracting
services. During the fiscal year 2022-23, Omaxe completed
the delivery of 2.75 million square feet. These deliveries
encompassed projects located in various cities such as
Chandigarh, Lucknow, Faridabad, Ludhiana, and Vrindavan.
During FY 23, Omaxe grew its sales by more than 25%

from 618 crores to 773 crores and also expanded its reach
from 28 cities to 29 cities.

NEW LAUNcHES During FY2022-23

During the period under review, your Company''s new
launches were strategically located in prominent cities
such as Faridabad, New Chandigarh, Lucknow, Ratlam and
Ludhiana. The group''s net worth as of the end of FY 2022-23
stood at Rs. 898 crores.

OUTLOOK

The Indian Real Estate sector''s outlook for the year 2023
and near future is upbeat with strong demand from both
Residential and Commercial segments driving healthy
growth. The Residential sector is likely to continue to be the

key growth driver, with the key factors driving the demand
being rising incomes, increasing urbanization with high
growth of Tier-II and Tier-III cities especially, and a growing
population. The commercial sector is also expected to
perform well, with demand being driven by factors such as
the economy''s expansion, growth of the IT-BPM and BFSI
sectors, expansion of the manufacturing sector, continued
growth of e-commerce and co-working spaces, and the
acceleration of Return-To-Office mandates.

Key trends and highlights related to the outlook for the Indian
Real Estate sector in 2023 are:

• In CBRE''s India Live-Work-Shop 2022 survey, the Indian
consumers who were planning to relocate showed the
highest preference to buy homes than rent as compared
to other countries. Nearly 72% indicated they intend to buy
a home. This includes the Millennials, who were dubbed
as ''Generation Rent'', with ~70% indicating a preference
to buy instead of rent. Hence, housing demand is likely to
sustain even amidst the impact of monetary tightening
and economic slowdown.

• Mid-end residential segment that constituted the
maximum in terms of sales and new launches in 2022
is expected to drive the momentum going forward.
With the withdrawal of affordable housing incentives
by the Government, this segment is likely to witness
some rationalization. In terms of % growth, the luxury
and premium segments are likely to grow the fastest,
however, given their smaller contribution their overall
impact on residential growth will be overshadowed by
the mid-end and high-end segments.

• Aggregate office-based employment across top six Indian
cities is projected to grow by 5 - 7% in 2023, however,
India''s status as an attractive source of high calibre and
cost-effective talent will result in continued expansion
ofdemand for leasing of Office space. For e.g., more than
500 Global Capability Centres are likely to be set-up by
2026, i.e., addition of a third of the total GCCs already
set-up till end of 2022.

• Leasing in investment-grade buildings from leading
and institutional developers/ owners was 40 - 45% of
the overall activity in 2022. This share will continue to
remain at 30% levels going forward because of factors
such as IT-BPM and BFSI sectors continuing to be the
main growth drivers and focus on complying with ESG
regulations that prescribe ambitious net-zero targets.

• CBRE''s India Live-Work-Shop survey showed that 91%
Employers prefer their employees to work from office
for 3 or more days in a week. Hence, Return-To-Office
mandates will drive increase in occupancy rates in
offices, while the longer term trend of offering hybrid
working as a retention strategy would continue. Select
Tier-II markets will see companies setting up offices to
be closer to their talent pool.

• With the consumer demand including on discretionary
spending expected to remain robust in 2023 despite
impeding slowdown, the Retail segment is likely to see
increased activity in terms of supply addition and leasing.
Combined with the consumer preference for shopping
in-store across various product categories, the outlook
for near future is secure for the segment.

• Construction costs including material, energy and labour
are expected to ease in 2023 whereas robust demand
will create room for price/ rental growth in key markets.
Hence, companies that can benefit from these trends will
see reasonable increase in profitability.

Overall, the Indian real estate sector is expected to grow
at a healthy pace in 2023 and players that will align their
operations in line with the above trends are likely to benefit
the most.

DIVIDENDA. Preference Shares

The Board of Directors of your Company has
recommended dividend at the rate of 0.1% on
25,00,00,000 unlisted "0.1% Non-Cumulative, Non¬
Convertible, Redeemable Preference Shares” having
face value of Rs.10/- each for the financial year ended
March 31,2023.

B. Equity Shares

In view of the losses and business requirements of the
Company, the Board of Directors of your Company has
decided not to recommend any dividend on equity shares
of the Company for the financial year ended March 31,
2023.

DIVIDEND DISTRIBUTION POLICY

The Board of Directors of your Company had approved the
Dividend Distribution Policy in accordance with the provisions
of SEBI (LODR) Regulations, 2015. The objective of this
policy is to establish the parameters to be considered by the

Board of Directors before declaring or recommending the
dividend. The said policy is available at the official website of
the Company at https://www.omaxe.com/investor/dividend-
distribution-policy.

INVESTOR EDUCATION & PROTECTION FUND (IEPF)

During the FY 2022-23, in accordance with the applicable
provisions of Companies Act, 2013 (hereinafter referred to as
"the Act”) read with Investor Education and Protection Fund
Authority (Accounting, Audit, Transfer and Refund) Rules,
2016 (hereinafter referred to as the "IEPF Rules"), unclaimed
dividend aggregating to Rs. 2,81,159/- and corresponding
24,492 equity shares, pertaining to unclaimed dividend for
the financial year 2014-15, were transferred to the Investor
Education and Protection Fund (IEPF). The details of dividend
and shares transferred by the Company to IEPF are available
on the websites of the Company and IEPF. Those members
whose dividend and/or shares have been transferred to IEPF
Authority are advised and requested to follow the procedure
specified by IEPF Authority for claiming their dividend/shares,
or may write to Link Intime India Private Limited, Registrar &
Share Transfer Agent (RTA) of the Company.

DIRECTORATE & KEY MANAGERIAL PERSONNEL

During the period under review, following changes occurred
in the Board of Directors and Key Managerial Personnel
("KMPs") of the Company:

- Mr. Manoj Kumar Dua was appointed as Chief Financial
Officer of the Company w.e.f. 15.11.2022 by the Board of
Directors, upon the recommendation of Nomination and
Remuneration Committee, in place of Mr. Arun Kumar
Pandey who retired from the position of Chief Financial
Officer w.e.f. the close of business hours on 14.11.2022
upon attaining the age of superannuation.

- Mr. Vikas Khandelwal was appointed as the Company
Secretary and Compliance Officer of the Company
w.e.f. 14.02.2023 by the Board of Directors, upon the
recommendation of Nomination and Remuneration
Committee, in place of Mr. Navin Jain who resigned
from the position of Company Secretary and Compliance
Officer w.e.f. the close of business hours on 13.02.2023.

Further, in order to bring more professionalism and
independence in the Board of Directors of the Company and
to raise the standard of corporate governance in the Company
and its Management, with effect from May 27, 2023:

- Mr. Rohtas Goel relinquished the office of Executive

Director and consequent to the same his designation has
been changed from "Chairman & Whole Time Director"
to "Chairman & Non-Executive Director/ Non-Executive
Chairman" w.e.f. 27.05.2023. The Board of Directors of
the Company took note of the same in its meeting held
on 26.05.2023 and approved the terms and conditions
of appointment and remuneration of Mr. Rohtas Goel,
as the Chairman & Non-Executive Director of the
Company, upon the recommendation of Nomination and
Remuneration Committee, subject to the approval of
Members at their ensuing Annual General Meeting.

- Mr. Aroon Kumar Aggarwal was appointed as an
additional director (Non-Executive and Independent) by
the Board, upon the recommendation of Nomination and
Remuneration Committee for a term of 3 consecutive
years w.e.f. 27.05.2023.

Further, since, in terms of Regulation 17( 1C) of SEBI
(LODR) Regulations, 2015, the approval of shareholders for
appointment or re-appointment of a person on the Board
of Directors is required to be taken at the next general
meeting or within a time period of three months from the
date of appointment, whichever is earlier, the Company
has issued Notice of Postal Ballot to the Shareholders on
24.07.2023, seeking approval of the Members on the special
resolution for regularization/confirmation on appointment of
Mr. Aroon Kumar Aggarwal, as Non-Executive and
Independent Director, by communicating assent/dissent
through remote e-voting on or before 24.08.2023. The
voting results of the Postal Ballot shall be submitted by the
Company to the Stock Exchanges i.e. BSE Ltd. and National
Stock Exchange of India Ltd. on or before 26.08.2023.

All the Independent Directors of the Company have registered
themselves in the data bank of Independent Directors
pursuant to the provisions of the Companies (Appointment
& Qualifications of Directors) Rules, 2014. The Company
has received disclosures from all the Independent Directors
that they fulfill conditions specified under Section 149(6) of
Companies Act, 2013 and Regulation 16(1) (b) of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015
and are Independent of the Management of the Company.
Based on the declarations received from the Independent
Directors, the Board of Directors has confirmed that they meet
the criteria of independence as mentioned under Regulation
16(1) (b) of the SEBI (LODR) Regulations, 2015 and Section
149(6) of the Companies Act, 2013 and possess high integrity,
expertise and experience including the proficiency required
to discharge the duties and responsibilities as Directors of

the Company. Independent Directors, in their disclosures
submitted to the Company, have confirmed that they are not
aware of any circumstances or situation which exists or may be
reasonably anticipated that could impair or impact their ability
to discharge their duties. Further, the details of Independent
Directors'' meeting have been included in the Corporate
Governance Report forming part of this Annual Report.

In accordance with the provisions of Section 152 of the Act,
Mr. Rohtas Goel (DIN: 00003735) is retiring by rotation from
the position of Director at the ensuing Annual General Meeting
and being eligible, offers himself for re- appointment.

The required details of director(s) seeking approval of
appointment/ re-appointment at the 34^th AGM of the Company,
including nature of expertise in specific functional areas and
names of the Companies in which they hold Directorship and
Membership/ Chairmanship of Committees of the Board, as
stipulated under SEBI (LODR) Regulations, 2015 and applicable
Secretarial Standard, are provided in the Notice of 34^th AGM.

PUBLIC DEPOSITS

During the FY 2022-23, the Company has not accepted any
deposits from the public falling within the ambit of Chapter
V of Companies Act, 2013 and the Companies (Acceptance of
Deposits) Rules, 2014.

Further, the existing outstanding & unclaimed deposits,
aggregating to Rs. 0.69 Crores as on March 31, 2023, were
accepted in compliance with the provisions of Section 73 and
76 and other relevant provisions of the Companies Act, 2013
and Rules made thereunder, as amended from time to time.

The details of the Deposit are as follows:

a. Accepted during the year: Nil

b. Outstanding deposits as at the end of the year: Rs. 0.69
Crores

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

(i) At the beginning of the year: NIL

(ii) Maximum during the year: NIL

(iii) At the end of the year: NIL

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

e. Details of National Company Law Tribunal (NCLT)/
National Company Law Appellate Tribunal (NCLAT)
orders with respect to depositors for extension of time
for repayment, penalty imposed, if any: NIL

These outstanding deposits have already been matured, but
are unclaimed, and the periodical reminders are being sent
to the deposit-holders to claim the same. However, if any
amount of these deposits will remain unclaimed for a period
of 7 years, such amount shall be statutorily transferred by
the Company to Investors Education and Protection Fund
(IEPF), in accordance with the applicable provisions of the
Act and IEPF Rules.

LISTING WITH STOCK EXCHANGES

The equity shares of your Company continue to be listed on
the BSE Ltd. (BSE) and the National Stock Exchange of India
Ltd. (NSE). The Company has paid annual listing fees for
the FY 2022-23 to BSE & NSE within prescribed timelines.
The Company has also paid the Annual Custody Fees to
National Securities Depository Limited (''NSDL) and Central
Depository Services (India) Limited (''CDSL) for the period
under review.

STATUTORY AUDITORS & STATUTORY AUDIT REPORT

The Members of the Company at their 33rd Annual General
Meeting, held on September 28, 2022, re-appointed M/s
BSD & Co., Chartered Accountants, (Firm Registration No.
000312S) as Statutory Auditors of the Company for a further
period of five years at a remuneration as decided by the Board
of Directors of the Company.

The audit report, issued by the Statutory Auditors of
the Company, on standalone and consolidated financial
statements of the Company for the financial year ended on
31^st March 2023, does not contain any qualification or adverse
remarks. The comments of the Statutory Auditors, when read
together with the relevant notes to accounts and accounting
policies are self-explanatory and therefore do not call for any
further comments.

Further, in the course of performance of duties as Auditor,
no offence/ fraud by the Company or against the Company or
by any officer or employees has been detected or reported in
terms of the provisions of Section 143(12) of the Companies
Act, 2013 and the Rules framed thereunder.

secretarial auditor & secretarial audit report

Pursuant to the provisions of Section 204 of the Companies

Act, 2013 and the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014, M/s DMK Associates,
Company Secretaries were appointed as Secretarial Auditors
of the Company for the FY 2022-23. The Company has
provided all assistance, facilities, documents, records and
clarifications etc. to the Secretarial Auditors for conducting
their audit. The Secretarial Audit Report in Form MR-3 along
with Annual Secretarial Compliance Report for the FY 2022¬
23 are annexed as Annexure IA & IB to this report. The said
reports do not contain any qualifications or adverse remarks
and are self-explanatory and therefore do not call for any
further explanation.

Pursuant to the provisions of Regulation 24A of SEBI (LODR)
Regulations, 2015, the Secretarial Audit Reports of material
unlisted subsidiaries of the Company i.e. M/s Omaxe New
Chandigarh Developers Private Limited and M/s Omaxe
Buildhome Limited are annexed herewith as Annexure IC &
ID respectively, forming part of this report.

COST AUDITOR & COST AUDIT REPORT

M/s S.K. Bhatt & Associates, Cost Accountants were appointed
as Cost Auditors to conduct the audit of cost records of the
Company for FY 2022-23. The Company has maintained the
necessary accounts and records as specified by the Central
Government under Section 148(1) of the Companies Act, 2013
pertaining to the cost records and statement.

The report given by the Cost Auditors for the Financial Year
2022-23 shall be furnished to the Central Government within
prescribed timelines as per provisions of applicable laws for
the time being in force. The said report does not contain any
qualifications or adverse remarks and is self-explanatory
and therefore does not call for any further explanation.

Further, in terms of the provisions of Section 148 of the
Companies Act, 2013 read with Rule 14 of the Companies
(Audit and Auditors) Rules, 2014, the Board of Directors, at
the recommendations of Audit Committee, had appointed M/s
S.K. Bhatt & Associates, Cost Accountants as Cost Auditors to
conduct the audit of the cost records of the Company for the
FY 2023-24 at a remuneration of upto Rs. 2,00,000/- (Rupees
Two Lakh only) plus out of pocket expenses and applicable
taxes. The Board hereby recommends the remuneration
of the Cost Auditors for ratification by the Members of the
Company at their ensuing Annual General Meeting.

CORPORATE SOCIAL RESPONSIBILTY (CSR)

A Corporate Social Responsibility (CSR) Committee has been
constituted in accordance with the provisions of Section 135
of the Companies Act, 2013. The details of composition of CSR
Committee are included in the Corporate Governance Report,
forming part of this Annual Report. In terms of the Section 135
and other applicable provisions of the Companies Act, 2013
read with relevant rules made thereunder, since the Company
had average net losses during immediately preceding three
financial years, the Company was not required to contribute
any amount towards CSR activities during the FY 2022-23.
The CSR Annual Report of NIL expenditure and other relevant
details is annexed as Annexure II.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report for the
year under review, as required under Regulation 34(2)(e) of
SEBI (LODR) Regulations, 2015, as amended, is presented in
a separate section forming part of this Annual Report.

CORPORATE GOVERNANCE REPORT

The Corporate Governance Report as stipulated under
Regulation 34(3) and other applicable Regulations read with
Part C of Schedule V of SEBI (LODR) Regulations, 2015 is
included in this Annual Report.

The Statutory Auditors of the Company, M/s BSD & Co.,
Chartered Accountants, have issued a certificate with respect
to Company''s compliance with the requirements of Corporate
Governance as stipulated under Regulation 34(3) read with
Schedule V of the SEBI (LODR) Regulations, 2015 and the said
certificate is annexed to the Corporate Governance Report
forming part of the Annual Report.

BUSINESS RESPONSIBILITY And SUSTAINABILITY REPORT

As per Regulation 34 of the SEBI (LODR) Regulations, 2015, a
Business Responsibility and Sustainability Report is annexed
as Annexure III to this Board''s Report.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under section 134(5) of the
Companies Act, 2013, with respect to Directors'' Responsibility
Statement, it is hereby confirmed that:

a. In the preparation of the annual accounts for the Financial
Year ended March 31, 2023, the applicable Accounting
Standards have been followed and there are no material
departures;

b. The Directors had selected such accounting policies
and applied them consistently and made judgments and
estimates that are reasonable and prudent so as to give a
true and fair view of the state of affairs of the Company as
on March 31,2023 and of the profit/(loss) of the Company
for the year ended on that date;

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

d. The Annual Accounts of the Company for the Financial
Year ended March 31, 2023 were prepared on a going
concern basis;

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

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

WEBLINK OF ANNUAL RETURN

Pursuant to Section 92(3) of the Companies Act, 2013 read with
Rule 12 of the Companies (Management and Administration)
Rules, 2014 and Section 134(3) (a) of the Companies Act, 2013,
the copy of Annual Report in form MGT-7 for the FY 2022-23
shall be made available at the official website of the Company
at https://www.omaxe.com/investor/annual-return-as-per-
section-92-of-companies-act-2013, in accordance with the
provisions of the Companies Act, 2013.

BOARD MEETINGS

The Board of Directors of your Company met Four (4)
times during the FY 2022-23. The details of such meetings
are given in Corporate Governance Report forming part
of this Annual Report. The intervening gap between these
meetings was within the period prescribed under the
Companies Act, 2013 and SEBI LODR Regulations. The
notice and agenda including all material information and
minimum information required to be made available to the
Board under SEBI LODR Regulations, were circulated to all
directors, well within the prescribed time, before the meeting
or placed at the meeting with the permission of majority of
Directors (including the Independent Directors). During the

year under review, separate meeting of the Independent
Directors was held on February 13, 2023, without the
presence of Non-Independent Directors and the members of
the Company''s Management.

COMPOSITION OF COMMITTEES OF BOARD OF DIRECTORS
AND MEETINGS THEREOF

The details of composition of Committees of Board of
Directors, their meetings held during the period under
review and other relevant details/ information are included in
the Corporate Governance Report forming part of this Annual
Report.

PERFORMANCE EVALUATION OF THE BOARD, ITS
COMMITTEES AND DIRECTORS

The details of the performance evaluation are provided in
Corporate Governance Report forming part of this Annual
Report.

pOLICY ON AppOINTMENT OF DIRECTORS AND Their
REMUNERATION

Pursuant to the provisions of Section 178 of the Companies
Act, 2013 and Regulation 19 of SEBI (LODR) Regulations, 2015
the Board of Directors, at the recommendation of Nomination
and Remuneration Committee has framed a "policy on
Appointment and Remuneration of Director(s), KMP(s)
and SMP(s)" which is annexed herewith as Annexure IV
and also available at the website of the Company at
https://www.omaxe.com/investor/criteria-of-making-
payments-to-non-executive-directors.

The Members of the Company had, at the recommendation
of Nomination & Remuneration Committee, Audit Committee
and Board, approved payment of commission upto 1% of
the net profits of the Company for each financial year, as
calculated under Section 198 of the Companies Act, 2013,
to the Non-Executive Directors of the Company for a period
of five years i.e. from financial year 2018-19 to 2022-23.
However, due to loss/ absence of profits for the financial year
2022-23, the Company, at the recommendation of Nomination
& Remuneration Committee, has not paid any commission to
the Non-Executive Directors, during the period under review,
except the payment of sitting fee. Details of such fee and
remuneration paid to each director are provided in Corporate
Governance Report forming part of this Annual Report.

Further, since such approval of the Members has been
expired, an enabling approval of Members is being sought
for payment of commission upto 1% of the net profits of the

Company, each financial year, for a further period of five
years, i.e., from financial year 2023-24 to 2027-28.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENT

Your Company is engaged in the business of providing
infrastructure facilities, i.e., housing, real estate development
etc. The provisions of Section 186 of the Companies Act, 2013,
except sub-section (1), are not applicable to the Company.
The Company is in compliance with the provisions of sub¬
section (1) of Section 186 of the Companies Act, 2013.

PARTICULARS OF CONTRACTS OR ARRANGEMENT WITH
RELATED PARTIES

During the year, no materially significant related party
transaction was entered by the Company with its Promoters,
Key Managerial Personnel or other designated persons which
may have potential conflict with the interest of the Company
at large. Details of all related party transactions are disclosed
in the financial statement of the Company forming part of
this Annual Report. The attention of the Members is drawn
to Note No. 53 and Note No. 55 of Significant Accounting
Policies and Notes on Standalone Financial Statements and
Consolidated Financial Statements, respectively, which set
out related party disclosures. None of the transactions with
related parties is material transaction and/or transaction
which is not at Arm''s length, requiring disclosure pursuant
to Section 134(3)(h) of the Act read with Rule 8(2) of the
Companies (Accounts) Rules, 2014. Therefore the information
required in prescribed form AOC - 2 is not applicable. During
the year under review, the Company had not entered into
any contract/ arrangement/transaction with the related
parties which could be considered material in accordance
with the Policy of the Company on materiality of related
party transactions without obtaining requisite approvals. The
Policy on Related Party Transaction(s) and its materiality
is available on the Company''s website under the web link
https://www.omaxe.com/investor/policy-on-dealing-with-
related-party-transactions .

INTERNAL FINANCIAL CONTROL & SYSTEMS

The Board of Directors appointed M/s Doogar & Associates
as Internal Auditors of the Company for the FY 2022-23.
Internal Financial Control & Systems of the Company have
been devised through its extensive experience that ensures
control over various functions of its business. The Company
practices quality management system for design, planning,
construction and marketing. Periodic audits conducted by
Internal Auditors and Statutory Auditors provide means

whereby any weakness, whether financial or otherwise, is
identified. All financial and audit control systems are also
reviewed by the Audit Committee of the Board of Directors
of the Company. Based on the report of the Internal Auditors,
process owners undertake corrective actions in their
respective areas and thereby strengthen the controls.

MATERIAL Changes And COMMITMENT, IF ANY,
AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There are no material changes and commitments, involving
the Company and affecting the financial position of the
Company, which have occurred between the end of the
financial year 2022-23 and the date of this report.

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

The information on conservation of energy, technology
absorption and foreign exchange earnings and outgo, is as
under:

- Conservation of Energy

The Company operations do not account for substantial
energy consumption. However, the Company is taking all
possible measures to conserve energy. As an ongoing
process, the followings are (a) the steps taken or impact
on conservation of energy; (b) the steps taken by the
Company for utilizing alternate sources of energy; and (c)
the capital investment on energy conservation equipment:

The Company has been able to reduce energy consumption
by using star rated appliances where possible and also
through the replacement of CFL lights with LED lights.
Monitoring resource usage, improved process efficiency,
reduced waste generation and disposal costs have also
supported the cause. The Company continues to explore
collaboration with contractors/partners that ensure
conservation of energy and resources. On this front, the
Company promotes the use of innovative technologies such
as green buildings and other energy efficient measures for
construction of their projects. Some of the best practices
undertaken for the conservation of energy are:

1. Comprehensive energy-modeling during the design
stage to achieve energy conservation while meeting
the functional requirements for both residential and
commercial projects;

2. Selecting climate appropriate material for the
building;

3. Using energy saving LED light fixtures.

4. Conservation of energy at all of its offices by
replacing lighting system with LEDs, installation of
star energy conservation air conditioning systems,
installation of automatic power controllers to save
maximum demand charges and energy, installation
of TFT monitors that saves power.

- Technology Absorption

The Company has implemented best of the class
applications to manage and automate its business
processes to achieve higher efficiency, data integrity
and data security. It has helped it in implementing best
business practices and shorter time to market new
schemes, products and customer services. The Company''s
investment in technology has improved customer services
and development of new business opportunities.

(a) The efforts made towards technology absorption:

The Company''s endeavor is to use upgraded,
advance and latest technology machines, equipment
etc, which improves customer delight and employee
efficiency. Some of the initiatives are: Deployment of
machines to substitute manual work partly or fully,
the improvement of existing or the development/
deployment of new construction technologies to
speed up the process and make construction more
efficient, using LED lighting for common areas of
our developments and in our office buildings, using
timers for external lighting and basement lighting in
some of our projects for switching lights on/ off as per
peak and non-peak hours. The Company promotes
the use of electronic means of communication with
its customers by sending electronic communication
for confirmation of payments and other similar
purposes. The Company also encourages the use of
electronic mode of communications to and from all
its stakeholders. Soft copies of the annual report(s)
along with the notice convening the Annual General
Meeting(s) were sent to its shareholders so as to
minimize the usage of paper.

(b) the benefits derived like product improvement,
cost reduction, product development or import
substitution:

The Company''s approach in adopting technology
has improved customer satisfaction and created
new opportunities for development of businesses.

Also, there is cost reduction in the administration
and construction, through utilisation of scheduling
and planning, efficient practices etc. Some of the
initiatives are: In-depth planning of construction
activities to achieve shorter time-lines and
reduced consumption of man and material at site,
organising/scheduling/structuring the work in
tandem with job descriptions to ensure efficiency,
engaging specialised sub-contractors/ consultants
to complete tasks efficiently, introducing rules and
regulations based on national and international
standards and internal classifications, monitoring
performance at projects and administrative offices.

(c) Information regarding imported technology
(imported during last 3 years) and Expenditure
incurred on Research & Development:

Not Applicable, since the Company has not imported
any technology or incurred expenses of Research &
Development, during such period.

- Foreign exchange earnings and outgo

There were no earnings but an expenditure of Rs. 1.35
Crore in foreign currency during the period under review
as against no earnings and expenditure in the previous
financial year.

risk management policy

The Company has its Risk Management Policy in line with
Regulation 21 of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, which identifies and
evaluates business risks and opportunities. The Company
recognizes that these risks need to be managed and mitigated
to protect the interest of the shareholders and stakeholders,
to achieve business objectives and enable sustainable growth.
The Company has also constituted a Risk Management
Committee in accordance with SEBI (LODR) Regulations,
2015 and the details of which, including terms of reference,
have been mentioned in the Corporate Governance Report
forming part of this Annual Report. The risk management
framework is aimed at effectively mitigating the Company''s
various business and operational risks, through strategic
actions. Risk management is embedded in critical business
activities, functions and processes. The risks are reviewed
for the change in the nature and extent of the major risks
identified since the last assessment. It also provides control
measures for risk and future action plans.

PARTICULARS OF EMPLOYEES

Pursuant to the provisions of Section 197 of the Companies
Act, 2013 read with Rule 5 of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules 2014,
details of the Employees are set out in Annexure V.

FAMILIARISATION PROGRAMME FOR NON-EXECUTIVE
DIRECTORS

The details of Familiarization Programme conducted by the
Company for non-executive directors are mentioned in the
Corporate Governance Report forming part of this Annual
Report.

SUBSIDIARY, JOINT VENTURE & ASSOCIATE COMPANIES

As on 31.03.2023, your Company has 112 Subsidiaries
(including 2 material unlisted subsidiary companies namely,
M/s Omaxe New Chandigarh Developers Private Limited
& M/s Omaxe Buildhome Limited and 2 LLPs namely M/s
Dreamze New Faridabad Developers LLP and M/s Shine Grow
New Faridabad LLP), 2 Joint-Ventures Companies ("JV") and
3 Associate Companies ("Associates").

During the period under review, there were following changes
in the Subsidiaries, JV and Associates of your Company:

S. No.	Name of the Company	Relationship
1.	Shine Grow New Faridabad LLP	Became Subsidiary on 21.05.2022 from Associate
2.	Worldstreet Sports Center Limited	Incorporated as Wholly Owned Subsidiary on 02.06.2022
3.	Blackbull Retails Private Limited	Incorporated as Wholly Owned Subsidiary on 16.06.2022
4.	Omaxe Next Private Limited	Incorporated as Wholly Owned Subsidiary on 21.06.2022
5.	Omaxe New Amritsar Developers Private Limited	Incorporated as Wholly Owned Subsidiary on 22.07.2022
6.	Ludhiana Wholesale Market Private Limited	Incorporated as Wholly Owned Subsidiary on 03.08.2022
7.	Colors Real Estate Private Limited	Became Wholly Owned Subsidiary w.e.f. 05.08.2022
8.	Estatelance Developers Private Limited	Incorporated as Step Down Wholly Owned Subsidiary on 09.09.2022
9.	Estatelance Real Estate Private Limited	Incorporated as Step Down Wholly Owned Subsidiary on 08.12.2022
10.	Omaxe Be Together Project Developers Private Limited (Formerly known as Be Together Vrindavan Developers Private Limited)	Incorporated as Associate Company on 29.12.2022
11.	Salvatore Infra Buildtech Limited	Became Step Down Subsidiary w.e.f. 18.03.2023

In terms of Indian Accounting Standard (Ind AS) 27, there are
145 other companies whose accounts have been consolidated
with Company''s accounts. List of the companies whose
financial statements have been consolidated at the year-end
is given in the Notes to Accounts.

MATERIAL Unlisted Subsidiary

In terms of the provisions of the SEBI (LODR) Regulations,
2015, your Company has in place a policy for determining
''Material Subsidiary'' and the said policy is available on the
Company''s website at https://www.omaxe.com/investor/policy-
for-determining-material-subsidiaries. As on March 31, 2023,
your Company had two material unlisted subsidiaries namely,
M/s Omaxe New Chandigarh Developers Private Limited and
M/s Omaxe Buildhome Limited.

ACCOUNTS OF SUBSIDIARY COMpANIES

Pursuant to applicable Accounting Standards on Consolidated
Financial Statements and Financial Reporting issued by the

Institute of Chartered Accountants of India ('' IC AI'') and as
prescribed by Securities and Exchange Board of India (SEBI),
Consolidated Financial Statements, which includes the
financial information of the subsidiaries, form part of this
Annual Report.

As per the provision of first proviso of Section 129(3) of the
Companies Act, 2013 read with Rule 5 of the Companies
(Accounts) Rules, 2014, the balance sheets of the Subsidiary
Companies have not been attached with this Annual Report
and a separate statement containing the salient features of
financial statements of its subsidiaries in Form AOC-1 has
been attached with the Consolidated Financial Statements of
the Company forming part of this Annual Report.

Further, pursuant to the provisions of Section 136 of the
Act, the financial statements of the Company, consolidated
financial statements along with relevant documents and
separate audited accounts in respect of subsidiaries,
are also available on the website of the Company at

https://www.omaxe.com/investor/audited-financial-
statements-of-subsidiary-companies. Shareholders may
write to the Company for the annual financial statements
and detailed information on subsidiary companies. Further,
the documents shall also be available for inspection by the
shareholders at the registered office of the Company.

COMPLIANCE OF THE SECRETARIAL STANDARDS

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

POLICY ON SEXUAL HARASSMENT

The Company has constituted an Internal Complaints
Committee as required under the Sexual Harassment of
Women at Workplace (Prevention, Prohibition and Redressal)
Act, 2013 ("POSH"). The required details have been disclosed
in the Corporate Governance Report forming part of this
Annual Report.

DETAILS OF PROCEEDINGS UNDER INSOLVENCY AND
BANKRUPCY CODE, 2016

During the year, no applications were made or case was
pending against the Company, under the Insolvency and
Bankruptcy Code, 2016.

DETAILS OF VALUATION DONE With RESpECT TO LOANS
TAKEN FROM BANKS OR FINANCIAL INSTITUTION

During the year, there was no one time settlement done in
respect of loans taken from Banks or Financial Institutions.

WHISTLE BLOWER pOLICY/ Vigil MECHANISM

Your Company is committed to adhere to the highest standards
of ethical, moral and legal conduct of its business operations.
To maintain these standards, the Company has implemented
the Whistle Blower Policy ("the Policy"), to provide an
avenue for employees to report matters without the risk of
subsequent victimization, discrimination or disadvantage.
The Policy applies to all employees of the Company and
Pursuant to the Policy, the whistle blowers can raise
concerns relating to matters such as unethical behaviour,
actual or suspected, fraud or violation of Company''s code of
conduct etc. The Policy aims to ensure that serious concerns
are properly raised and addressed and are recognized as an

enabling factor in administering good governance practices.
The Whistle Blower Policy is available at Company''s website
and can be accessed at https://www.omaxe.com/investor/vigil-
mechanism-whistle-blower-policy. The details of same have
been provided in the Corporate Governance Report forming
part of this Annual Report.

CERTAIN TYpES OF AGREEMENTS BINDING THE COMpANY/
SIGNIFICANT DEVELOpMENTS

There is no subsisting agreement which is required to be
disclosed in terms of Clause 5A of Paragraph A of Part A of
Schedule III pursuant to Para G of Schedule V of SEBI (LODR)
Regulations, 2015.

Further, during the financial year ended March 31, 2023, the
Promoter/members of promoter group of the Company i.e.
Mr. Rohtas Goel, Promoter & Chairman of the Company, and
his brother Mr. Sunil Goel, M/s Sunil Goel HUF & Mrs. Seema
Goel (SG Group) have entered into an understanding, subject
to execution of relevant agreements etc, as may be required
from time to time, for one-time full and final resolution of
all/any disputes and differences among them; withdrawal/
quashing, as the case may be, and close all litigations filed
against each-other and pending before any courts/ tribunals/
judicial & quasi-judicial authorities/ statutory authorities/
regulatory authorities/ financial institutions/ private
institutions/ police and any other authority or body of a like
nature; transfer of shareholding of SG Group in Omaxe Group
Companies; and re-classification of SG Group from promoter
and/or promoter group category of Omaxe Limited, subject
to the satisfaction of the conditions set out in Regulation
31A of SEBI LODR Regulations and other applicable laws
and necessary approval(s). However, this understanding/
settlement neither, directly or indirectly or potentially or
whose purpose and effect is to, impact the management or
control of the Company or impose any restriction or create
any liability upon the Company.

GREEN INITIATIVES

In furtherance of the Green Initiative in Corporate Governance
announced by the Ministry of Corporate Affairs, the Company
had in past requested the shareholders to register their
email addresses with the Registrar/Company for receiving
the report, accounts, and notices etc. in electronic mode.
However, some of the shareholders have not yet registered
their e-mail IDs with the Company. Shareholders who

have not registered their email addresses are once again
requested to register the same with the Company by sending
their requests to [email protected].

Further, Ministry of Corporate Affairs and SEBI vide various
Circulars have granted exemption to all the Companies from
dispatching physical copies of Notices and Annual Reports to
Shareholders and it is always advisable to all the shareholders
to keep their email IDs registered/ updated with the Company
in order to receive important communication/information on
time.

DIRECTORS AND OFFICERS INSURANCE (‘D AND 0
INSURANCE'')

Pursuant to SEBI (LODR) Regulations, 2015, the Company has
taken Directors and Officers insurance (''D and O Insurance'')
from SBI General Insurance Company Limited.

INVESTOR RELATIONS

The Company is timely redressing the Investor Complaints
through the SEBI Complaint Redressal System (SCORES).
As a part of compliance, the Company has constituted
an "Investor Grievances cum Stakeholders Relationship
Committee” (IGSRC) to redress investors'' grievances. The
details of the same are provided in the Corporate Governance
Report forming part of this Report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE
REGULATORS OR COURTS

The details of the same are provided in Corporate Governance
Report forming part of this Annual Report. No significant or

material orders were passed by the Regulators or Courts
or Tribunals which impact the going concern status and
company''s operations in future.

acknowledgement

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

Your Directors are thankful to the shareholders and
customers for their continued patronage. Your Directors also
commend the continuing commitment and dedication of the
employees at all levels. The Directors look forward for their
continued support in future for the Company''s success.

For and on behalf of the Board
Omaxe Limited

Sd/-

Rohtas Goel

Chairman & Non-Executive Director
DIN:00003735

Regd. Office: 19-B, First Floor,

Omaxe Celebration Mall, Sohna Road,

Gurugram, haryana-122001

Date: 10.08.2023
place: New Delhi

---

Mar 31, 2018

DIRECTORS’ REPORT

DEAR MEMBERS,

The Directors have pleasure in presenting the Twenty Ninth Annual Report together with the Financial Statements of the Company for the Financial Year ended March 31, 2018.

FINANCIAL HIGHLIGHTS

A brief overview on Consolidated and Stand-Alone Financial Performance for the Financial Year ended March 31, 2018 is as follows:

A. CONSOLIDATED FINANCIAL PERFORMANCE

(Rupees in mn)

Particulars	31.03.2018 (Audited)	31.03.2017 (Audited)
Revenue from operations	18390.94	16267.53
Other Income	587.06	589.18
Total Income	18978.00	16856.71
Expenses
Operating Expenditure	14124.94	11844.90
Employee Benefit Expense	571.82	555.12
Depreciation and amortization expenses	87.63	88.93
Other Expenses	1093.71	1031.05
Total Expenses	15878.10	13520.00
Profit before finance cost and tax	3099.90	3336.71
Finance Cost	1692.84	1545.28
Profit before tax (PBT)	1407.06	1791.43
Tax Expenses	555.28	738.84
Share of profit/(loss) in associates	(0.03)	-
Profit before comprehensive income	851.75	1052.59
Other comprehensive incomes	(17.79)	(1.93)
Total Comprehensive Income for the year	833.96	1050.66

B. STAND-ALONE FINANCIAL PERFORMANCE

(Rupees in mn)

Particulars	31.03.2018 (Audited)	31.03.2017 (Audited)
Revenue from operations	12679.39	10366.01
Other Income	464.80	424.32
Total Income	13144.19	10790.33
Expenses
Operating Expenditure	9285.41	7005.24
Employee Benefit Expense	514.73	498.35

Particulars	31.03.2018 (Audited)	31.03.2017 (Audited)
Depreciation and amortization expenses	59.88	64.83
Other Expenses	777.05	720.47
Total Expenses	10637.07	8288.89
Profit before finance cost and tax	2507.12	2501.44
Finance Cost	1542.11	1211.59
Profit before tax (PBT)	965.01	1289.85
Tax Expenses	329.96	611.50
Profit before comprehensive income	635.05	678.35
Other comprehensive incomes	(25.37)	7.75
Total Comprehensive Income for the year	609.68	686.10

TRANSFER TO RESERVES

During the year under review, an amount of Rs.100 mn was transferred to General Reserves.

DIVIDEND I) PREFERENCE SHARES

The Board recommends a dividend of 0.1% on 0.1% Non-Cumulative, Redeemable, Non-Convertible Preference Shares for the FY ended March 31, 2018 amounting to Rs.2.5 mn for approval of Members.

II) EQUITY SHARES

Your Board is pleased to recommend a dividend of Rs.0.70 per equity share only to public shareholders of the Company for the FY ended March 31, 2018 for approval of the Members.

OPERATIONS

During the year under review, on consolidated basis, your Company registered Gross Revenue of Rs. 18978.00 mn, whereas the Profit Before Tax and total comprehensive income for the year stood at Rs.1407.06 mn and Rs.833.96 mn respectively. On a standalone basis, the Company registered Gross Revenue of Rs.13144.19 mn, whereas the Profit before Tax and total comprehensive income for the year stood at Rs.965.01 mn and Rs.609.68 mn, respectively.

During the year, the overall real estate market remained subdued. However, there are signs of revival in the broader economy and it is likely that the real estate sector too would benefit from any uptick in the economy. Your Company with its wide geographical presence and diversified product portfolio stands to gain from the likely revival of the economy. With your Company offering Group Housing projects, plots, villas, Office Spaces, SCOs, shopping malls and Hotel projects among others, thus, is able to cater the needs of various strata of our country.

During the year under review, your Company further strengthened its foot print across markets like Uttar Pradesh, Punjab, Haryana and Madhya Pradesh etc. The focus of the Company, during the year, has been to complete the execution of ongoing projects and deliver homes to our customers. During the year, we delivered 3.3 mn sq. ft. of spaces, which is an achievement given the tough market conditions.

OUTLOOK

Your Company has several ongoing projects in tier II and III cities and some projects are in the pipeline. Your Company''s product portfolio consists of both small and large sized projects, offering complete solution to esteemed consumers. As such, your Company remains bullish about its existing projects. At the same time, your Company will be speeding up construction of its existing projects and continue to focus on timely delivery, which remains its greatest strength.

With Metrological Department predicting a normal monsoon, it is expected the country will have bumper harvest. Needless to say, this will help to keep inflation in check and in line with the Reserve Bank of India projection. Stable interest rate at this level bodes well for the economy as a whole and the real estate sector in particular. As your Company''s cash position remains comfortable and so does debt, it provides the cushion to undertake new launches and also provides the flexibility to go for strategic acquisitions. Your Company believes that along with tier II and III cities, places like Delhi NCR including Gurugram and Noida provides great opportunity and your Company would continuously by explore opportunities to expand and strengthen its presence. The Company has adopted/ implemented new laws like RERA-The Real Estate (Regulation and Development) Act and GST (Goods and Service Tax) in true form and spirit in the best interests of our stakeholders.

SECURED, REDEEMABLE, NON-CONVERTIBLE DEBENTURE

During the year under review, the following is the position of Debt Securities issued by the Company:

Details of Debentures Issued by the Company
Sl. No.	Series of NCDs	ISINs	No. of NCDs	Face Value per NCD (in Rs.)	Tenure of NCDs (in years)	*Outstanding Value of Debentures as on April 01, 2017 (in mn)	*Debentures redeemed during the Year (in mn)	*Outstanding Value of Debentures as on March 31 , 201 8 (in mn)
1	Series B	INE800H07223	320	500000	3	79.32	79.32	0.00
2	Series D	INE800H07249	80	500000	3	19.83	19.83	0.00
Total			400			99.15	99.15	0.00

*figures are as per Ind AS

The NCD''s have been redeemed in totality.

PUBLIC DEPOSITS

MCA vide Companies (Acceptance of Deposits) Amendment Rules, 2017 dated 11th May, 2017 had notified that the Companies may accept Deposits without deposit insurance contract till the 31st March, 2018 or till the availability of a deposit insurance product, whichever is earlier.

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

The details of the Deposit are as follows:

a. Accepted during the year: Rs.653.96 mn

b. Outstanding deposits as at the end of the year: Rs.930.27 mn.*

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

(i) at the beginning of the year: NIL

(ii) maximum during the year : NIL

(iii) at the end of the year: NIL

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

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

The Company has discontinued accepting Public Deposits after 31st March, 2018 as the exemption on insurance of deposits has not been extended as was done earlier vide aforesaid amended Rules.

However, Section 15 of the Companies (Amendment) Act, 2017 has omitted the requirement of Deposit Insurance under Section 73, sub-section (2), clause (d) of the Companies Act, 2013. Since, Section 15 of the Companies (Amendment) Act, 2017 has also not yet been notified by the Ministry of Corporate Affairs, the Company is not able to accept further deposits after 31st March, 2018.

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

AUDIT COMMITTEE

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

STATUTORY AUDITOR

M/s BSD & Co., Chartered Accountants (Firm Registration No. 000312S), was appointed by the Company as the Auditors in the Annual General Meeting held on 27th September, 2017 for a period of five years in terms of the provisions of Section 139(2) of the Companies Act, 2013 read with Rules made there under. Accordingly, the Auditors, hold office until the conclusion of the Annual General Meeting to be held in the year 2022.

The Statutory Auditors have submitted a certificate confirming their eligibility under Section 139 of the Act and meet the criteria for appointment specified in Section 141 of the Act. Further, the Company has also received a copy of Peer Review Certificate as prescribed by the Institute of Chartered Accountant of India to the Auditors and declaration from the Auditors that they are not disqualified for such appointment/ reappointment under the said Act.

In terms of the provisions of Section 139(1) of the Companies Act, 2013 it was required to ratify the appointment of Statutory Auditor every year by the shareholders of the Company during the tenure of appointment. Further, due to notification of some of the provisions of the Companies (Amendment) Act, 2017 on May 7, 2018, the requirement of ratification of appointment of Statutory Auditors by members has been done away with.

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

AUDITOR’S REPORT

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

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

SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed P I & Associates, Company Secretaries to undertake the Secretarial Audit of the Company for the FY 2017-18.

The observations of Secretarial Auditor of the Company in their Report for the FY ended March 31, 2018 are self-explanatory and the Report of the Secretarial Audit in Form MR-3 is annexed as Annexure I.

COST AUDITOR

On the recommendation of the Audit Committee, the Board of Directors has appointed M/s S.K. Bhatt & Associates to audit the cost accounts of the Company for the FY 2018-19 at a remuneration of Rs.1,75,000/- plus out of pocket expenses and applicable taxes. The Board recommends ratification of remuneration for approval of Shareholders.

COST AUDITORS’ REPORT

In terms of Section 148 of The Companies Act, 2013 the Company had appointed M/s S.K. Bhatt & Associates, Cost Accountants as Cost Auditors for the Audit of the cost records of the Company for the FY 2017-18. The Cost Auditor in terms of the Act, post audit shall submit their Report to Board in due course.

INTERNAL FINANCIAL CONTROL & SYSTEMS

The Board of Directors had appointed M/s KPMG as the Internal Auditors of the Company w.e.f. October 15, 2016. Internal Financial Control & Systems of the Company has been devised through its extensive experience that ensures control over various functions of its business. The Company practices Quality Management System for Design, Planning, Construction and Marketing. Periodic audits conducted by Internal Auditors and Statutory Auditors provide means whereby any weakness, whether financial or otherwise, is identified and rectified in time.

SUBSIDIARY, JOINT VENTURE & ASSOCIATE COMPANIES

The Company has 96 subsidiaries, 2 joint ventures & 1 associate company as on March 31, 2018. List of companies which have been consolidated at the year-end is given in the Notes to Accounts.

The Company has one Material Unlisted Indian Subsidiary Company i.e. Jagdamba Contractors and Builders Limited.

During the year under review, the Company acquired NRI City Developers Private Limited as a Wholly Owned Subsidiary of Omaxe Chandigarh Extension Developers Private Limited, a wholly owned subsidiary of Omaxe Limited on June 15, 2017.

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

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

ACCOUNTS OF SUBSIDIARY COMPANIES

Pursuant to applicable Accounting Standards on Consolidated Financial Statements and Financial Reporting of Interest in Joint Ventures issued by the Institute of Chartered Accountants of India and as prescribed by Securities and Exchange Board of India (SEBI), Consolidated Financial Statements, which includes the financial information of the subsidiaries, are enclosed and forms part of this Annual Report.

As per the provision of first proviso of Section 129(3) of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014, the balance sheets of the subsidiary companies have not been attached to the Annual Report. However, Company is required to attach alongwith its financial statements a separate statements containing the salient features of financial statements of its subsidiaries in Form AOC-1.

Further, the Annual Accounts of the subsidiary companies and the related detailed information will be made available to the shareholders of the holding and subsidiary companies seeking such information at any point of time and the Annual Accounts of the subsidiary companies will also be kept for inspection by any member in the head office of the holding Company and of the subsidiary companies concerned. The Company will furnish a hard copy of details of accounts of subsidiaries to any shareholder on demand. Further, the annual accounts for the FY 2017-18 of all the subsidiary companies are available on the website of the Company i.e., www.omaxe.com.

BUSINESS RESPONSIBILITY REPORT

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

CORPORATE SOCIAL RESPONSIBILTY

The Board, upon the recommendation of the CSR Committee, adopted CSR Policy and initiated its implementation. The CSR Policy is available on the Company''s website www.omaxe. com. During the period under consideration, the Company had to spend an overall amount of Rs.21.17 mn towards CSR activity. The Company has spent Rs.63.84 lakhs under National Employment Through Apprentice Programme (NETAP) on CSR. NETAP is on the job training program offered by TeamLease Skill University which operates under PPP model between AICTE (MHRD), CII & NDSC. NETAP is governed by the NEEM Notification (National Employability Enhancement Mission) published in the gazette by AICTE as per the AICTE Act of 1987. Its purpose is to:-

- Overcoming the current challenges of the Apprenticeship Act.

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

- Providing them with access to practical skills.

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

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

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

POLICY ON SEXUAL HARASSMENT

The Company has Internal Complaints Committee (ICC) with Ms. Meeta Sharma as (Presiding Officer), Ms. Vijay Laxmi (Member), Mr. Virender K Singhal (Member), Ms. Shubha Singh (Member) and a member from a NGO, Ms. Sudha Sharma in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. All female employees are covered under the Policy. There was no complaint received from any employee during the FY 2017-18 and hence no complaint is outstanding as on March 31, 2018 for redressal.

DIRECTORATE & KMP

During the period under Review, Ms. Shruti Dvivedi Sodhi and Mr. Srinivas Kanakagiri were appointed as Additional Independent Directors w.e.f. May 29, 2017 and July 29, 2017, respectively and their appointment as Independent Director for a term of 5 years was confirmed by the Members in the AGM held on September 27, 2017.

Further, Ms. Padmaja Ruparel, Lt. Gen. (Retd.) Bhopinder Singh and Dr. Prem Singh Rana resigned from the position of Independent Director of the Company w.e.f. May 29, 2017, July 12, 2017 and October 23, 2017, respectively. The Board appreciates their valuable contribution to the Board''s functioning during their tenure.

Mr. Mohit Goel resigned from the position of Chief Executive Officer (CEO) of the Company w.e.f. May 28, 2017 for getting a better understanding of business management. He was further re-appointed as CEO of the Company in the Board Meeting held on February 12, 2018.

Pursuant to the Members resolutions passed at the AGM held on September 27, 2017, Ms. Seema Prasad Avasarala (notice under Section 160 of the Companies Act, 2013 received from a member), was appointed as a Director in place of Mr. Sunil Goel, who was retiring by rotation. The resolution for re-appointment of Mr. Sunil Goel was not approved by the Members and accordingly, he ceased to be Director from the date of AGM i.e. September 27, 2017.

In terms of Section 152 of the Companies Act, 2013 and Articles of Association of the Company Mr. Jai Bhagwan Goel, Whole Time Director of the Company shall retire by rotation at the ensuing AGM and being eligible, offers himself for re-appointment.

The appointment term of Mr. Rohtas Goel, Chairman and Managing Director was approved by the Members for five years i.e. from 1st April, 2013 to 31st March, 2018 in their meeting held on September 26, 2013. The Board considered and recommended to the Members the re-appointment of Mr. Rohtas Goel as Managing Director under the designation of Chairman and Managing Director of the Company for a period of five years w.e.f. 1st April, 2018 to 31st March, 2023.

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

DIRECTORS AND OFFICERS INSURANCE (‘D AND O INSURANCE’)

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

The Board has already taken steps in this regard by taking Directors and Officers insurance (‘D and O insurance'') from SBI General Insurance Company Limited.

BOARD AND ITS COMMITTEES

The Board comprises 7 Members - 3 Executive Directors and

4 Non-executive Directors (3 Independent Directors and 1 Non-Independent Director). During the period under review, your directors met Six times. The maximum interval between two Meetings did not exceed 120 days, as prescribed in the Companies Act, 2013 and applicable secretarial standards. Details of number of meetings of Board and various Committees attended during the year by each Director/ Member is disclosed in the Corporate Governance Report forming part of this Annual Report.

The Board has six committees namely, Audit Committee, Nomination and Remuneration Committee, Corporate Social Responsibility Committee, Investor Grievances Cum Stakeholder Relationship Committee, Share / Debenture Transfer Committee and Finance, Legal & Administrative Committee.

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

Mr. Mohit Goel is Chief Executive Officer, Ms. Vijayalaxmi is Chief Operating Officer, Mr. Vimal Gupta is the Chief Financial Officer of the Company and Ms. Shubha Singh is the Company Secretary.

COMPLIANCE OF THE SECREATARIAL STANDARDS ISSUED BY ICSI

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

DECLARATION BY INDEPENDENT DIRECTORS

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

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the requirement under section 134(5) of the Companies Act, 2013, with respect to Directors'' Responsibility Statement, it is hereby confirmed that:

a. In the preparation of the annual accounts for the Financial Year ended March 31, 2018, the applicable Accounting Standards have been followed and there are no material departures;

b. The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on March 31, 2018 and of the profit of the Company for the year ended on that date;

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

d. The Directors had prepared the financial statements of the Company for the Financial Year ended March 31, 2018 on a ‘going concern'' basis.

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

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

PARTICULARS OF EMPLOYEES

As required by the provisions of Section 197 read with Rule

5 of the Companies (appointment and Remuneration of Managerial Personnel) Rules 2014, of the Employees are set out in Annexure IV.

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

The information required pursuant to Section 134(3)(m) of the Companies Act, 2013, read with Companies (Accounts) Rules, 2014 pertaining to Conservation of Energy, Research

6 Development, Technology Absorption are not applicable to the Company.

The earning in foreign currency is Rs.0.71 mn during the current FY as against Rs. 2.85 mn in previous year and expenditure in foreign currency is Rs.2.47 mn during the current year as compared to Rs.7.11 mn in the previous year.

INVESTOR RELATIONS

Investor Relations have been cordial during the year. As per the Circular No. CIR/OIAE/2/2011 dated June 3, 2011 issued by the Securities and Exchange Board of India, Company is timely redressing the Investor Complaints through the SEBI complaints Redress System (SCORES). As a part of compliance, the Company has an Investor Grievance Committee to redress the issues relating to investors. It consists of three Members namely Ms. Shruti Dvivedi Sodhi, Chairperson, Mr. Rohtas Goel and Mr. Sudip Bandyopadhyay, Members.

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

LISTING

The equity shares continue to be listed on the BSE Ltd (Bombay Stock Exchange) and the National Stock Exchange of India Ltd. (NSE). Both these Stock Exchanges have nationwide terminals and therefore, shareholders/investors are not facing any difficulty in trading the shares of the Company from any part of the Country. The Company has paid annual listing fees for the FY 2017-18 to BSE and NSE and annual custody fees to National Securities Depository Limited and Central Depository Services (India) Limited.

CORPORATE GOVERNANCE REPORT

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

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

STATUTORY AUDITORS CERTIFICATE ON CORPORATE GOVERNANCE

The requisite Certificate from the Statutory Auditors of the Company, M/s BSD & Co., Chartered Accountants, confirming compliance with the conditions of Corporate Governance as stipulated under Regulation 34(3) and 53(f) read with Part E of Schedule V of the aforesaid Regulations, is attached and forms part of the Report.

MANAGEMENT DISCUSSION AND ANALYSIS

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

EXTRACT OF ANNUAL RETURN

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

PARTICULARS OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES

All contracts/arrangements/transaction entered into by the Company during the financial year with related parties were in the ordinary course of business and on arm''s length basis. During the year, the Company had not entered into any contract/ arrangement/transaction with the related parties which could be considered material in accordance with the Policy of the Company on materiality of related party transactions. The RPT Policy is available on the Company''s website under the we blink https://www.omaxe.com/investor/ corporate-governance. Your Directors draw attention of the Members to Note no.50 to the financial statements which set out related party disclosure.

The details of Related Party Transaction in terms of Section 134(3) (h) & 188(1) of the Companies Act, 2013 read with Rules made there under i.e. Form AOC-2 is attached herewith as Annexure VI.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENT

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

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

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

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

During the period under review, no material order has been passed by any regulator or court excepting to the extent as may be mentioned in the Notes to Accounts attached to the Financial Statements forming part of the Annual Report.

PERFORMANCE EVALUATION

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

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

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

DIRECTOR’S APPOINTMENT AND REMUNERATION POLICY

Pursuant to the provision of Section 178 of the Companies Act 2013 and Regulation 19 of SEBI (Listing Obligation & Disclosure Requirements) Regulations, 2015 the Board of Directors on the recommendation of Nomination and Remuneration Committee has framed a Policy for the appointment of Directors and Senior Management and their remuneration which is available on the website of the Company under the weblink https://www.omaxe.com/ investor/corporate-governance.

The Board of Directors, at the recommendations of Nomination and Remuneration Committee and Audit Committee recommended for payment of Commission of upto 1% of the Net Profits of the Company as calculated under Section 198, to the non-executive Director of the Company, in each FY over a period of five years i.e. from 2018-19 to 2022-2023, subject to approval of the Members in AGM. This is an enabling provision. The Company has been paying commission of Rs.5 lacs p.a. to each non-executive Director and shall continue to pay the same for FY 2018-19.

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

RISK MANAGEMENT POLICY

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

WHISTLE BLOWER POLICY

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

DIVIDEND DISTRIBUTION POLICY

The Board based on the recommendations of the Audit Committee, approved Dividend Distribution Policy of the Company in accordance with SEBI (listing obligations and disclosure requirements) (second amendment) Regulations, 2016 dated 8th July, 2016. The Dividend Distribution Policy is attached as Annexure VII forms part of this Annual Report and is also available on the Company''s website www.omaxe. com under the weblink https://www.omaxe.com/investor/ corporate-governance.

ACKNOWLEDGEMENT

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

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

CAUTIONARY STATEMENT

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

For and on behalf of the Board

For Omaxe Limited

Sd/-

Rohtas Goel

Place: New Delhi (DIN: 00003735)

Date: May 23, 2018 Chairman and Managing

Director REGISTERED OFFICE:

Shop No. 19-B, First Floor,

Omaxe Celebration Mall, Sohna Road,

Gurugram, Haryana-122001

---

Mar 31, 2017

DEAR MEMBERS,

The Directors have pleasure in presenting the Twenty Eight Annual Report together with the Financial Statements of the Company for the Financial Year ended March 31, 2017.

FINANCIAL HIGHLIGHTS

A brief overview on Consolidated and Stand-Alone Financial Performance for the Financial Year ended March 31, 2017 is as follows:

A. CONSOLIDATED FINANCIAL PERFORMANCE

(Rs. in mn)

Particulars	31.03.2017 (Audited)	31.03.2016 (Audited)
Revenue from operations	16267.53	13857.25
Other Income	589.18	541.28
Total Income	16856.71	14398.53
Expenses
Operating Expenditure	11844.90	9940.12
Employee Benefit Expense	555.12	570.60
Depreciation and amortization expenses	88.93	103.73
Other Expenses	1031.05	925.79
Total Expenses	13520.00	11540.24
Profit before finance cost and tax	3336.71	2858.29
Finance Cost	1545.28	1467.90
Profit before tax (PBT)	1791.43	1390.39
Tax Expenses	738.84	624.10
Profit before comprehensive income	1052.59	766.29
Other comprehensive incomes	(1.93)	3.47
Total comprehensive income for the year	1050.66	769.76

B. STAND-ALONE FINANCIAL PERFORMANCE

(Rs. in mn)

Particulars	31.03.2017 (Audited)	31.03.2016 (Audited)
Revenue from operations	10366.01	9609.34
Other Income	424.32	555.89
Total Income	10790.33	10165.23
Expenses
Operating Expenditure	7005.24	6517.34
Employee Benefit Expense	498.35	517.59

Particulars	31.03.2017 (Audited)	31.03.2016 (Audited)
Depreciation and amortization expenses	64.83	87.77
Other Expenses	720.47	678.31
Total Expenses	8288.89	7801.01
Profit before finance cost and tax	2501.44	2364.22
Finance Cost	1211.59	1384.37
Profit before tax (PBT)	1289.85	979.85
Tax Expenses	611.50	452.25
Profit before comprehensive income	678.35	527.60
Other comprehensive incomes	7.75	3.17
Total comprehensive income for the year	686.10	530.77

DIVIDEND I) PREFERENCE SHARES

The Board recommends a dividend of 0.1% on 0.1% Non-Cumulative, Redeemable, Non-Convertible Preference Shares for the FY ended March 31, 2017 amounting to Rs.2.5 mn for approval of Members.

II) EQUITY SHARES

Your Board is pleased to recommend a dividend of Rs. 0.70 per equity share on the paid up Equity Share Capital of the Company for the FY ended March 31, 2017 for approval of the Members.

OPERATIONS

During the year under review, on consolidated basis, your Company registered Gross Revenue of Rs.16856.71 mn, whereas the Profit Before Tax and total comprehensive income for the year stood at Rs.1791.43 mn and Rs.1050.66 mn respectively. On a standalone basis, the Company registered Gross Revenue of Rs.10790.33 mn, whereas the Profit before Tax and total comprehensive income for the year stood at Rs.1289.85 mn and Rs.686.10 mn, respectively.

During the year under consideration, the overall market remained weak. However, there are signs of a maturing real estate industry. Inspite of slow market(s), the wide range of product portfolio across income classes and geographical spread of the Company has helped in maintaining a steady performance. Your Company has various projects in Luck now, Vrindavan, New Chandigarh, Bahadurgarh, Indore, Noida and Greater Noida.

Your Company has a wide range of real estate product- portfolio involving development of Integrated Hi-Tech Townships, Group Housing projects, Shopping Malls, Office Spaces, SCOs and Hotel projects. It has a wide geographical presence across northern and central India operating in 8 states across 27 cities.

During the year under review, your Company further strengthened its foot print across markets like Uttar Pradesh, Punjab, Haryana and Madhya Pradesh etc. The focus of the Company, during the year, has been to complete the execution of ongoing projects and deliver homes to our customers. During the year, we delivered 5.0 mn sq ft of spaces, which is an achievement given the tough market conditions.

OUTLOOK

With a widespread geographical coverage, a wide range of offerings across the entire real estate value chain, good track record, strong brand value, ethical business operations, a healthy pipeline of inventory at various stages of development, an impressive land bank. All these put your Company in a position of promising future growth potential. Your Company is well placed to maximize from emerging socio-economic trends of rapid urbanizations, emergence of smaller cities as new centres of future economic growth, a rapid shift towards nuclear families and aspirations of an enhanced lifestyle. We have adopted new laws like RERA-The Real Estate (Regulation and Development) Act, 2016 in true form and spirit in the best interests of our customers. We have always been practicing ethical business values and robust Corporate Governance.

Further, with the impending signs of improvement in economy post demonetization, availability of cheaper loans, the green shoots of revival in demand for real estate will surely be capitalized by your Company.

SECURED, REDEEMABLE, NON-CONVERTIBLE DEBENTURE

During the year under review, the change in the position of the Debt Securities as issued by the Company is as under:

Details of Debentures Issued by the Company
Sl. No.	Series of NCDs	ISINs	No. of NCDs	Face Value per NCD (in Rs.)	Tenure of NCDs (in years)	*Outstanding Value of Debentures as on April 01, 2016 (in mn)	*Debentures redeemed during the Year (in mn)	*Outstanding Value of Debentures as on March 31, 2017 (in mn)
1	Series A	INE800H07215	480	500000	2	177.82	177.82	0.00
2	Series B	INE800H07223	320	500000	3	156.61	77.29	79.32
3	Series C	INE800H07231	120	500000	2	44.43	44.43	0.00
4	Series D	INE800H07249	80	500000	3	39.15	19.32	19.83
Total			1000			418.01	318.86	99.15

*figures are as per Ind AS

The Company has maintained and transferred adequate balance to the Debenture Redemption Reserve Account in terms of the applicable provisions of the Companies Act, 2013 and Rules made there under.

PUBLIC DEPOSITS

MCA vide Companies (Acceptance of Deposits) Amendment Rules, 2016 dated June 29, 2016 had notified that the Companies may accept deposits without deposit insurance contract till the March 31, 2017 or till the availability of a deposit insurance product, whichever is earlier.

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

The details of the deposits are as follows:

a. Accepted during the year: Rs.523.91 mn

b. Outstanding deposits as at the end of the year: Rs.756.67 mn.*

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

(i) at the beginning of the year: NIL

(ii) maximum during the year : NIL

(iii) at the end of the year: NIL

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

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

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

The Company did not accept deposits during the period from April 1, 2017 to May 10, 2017. MCA vide Companies (Acceptance of Deposits) Amendment Rules, 2017 dated May 11, 2017 has notified that the Companies may accept deposits without deposit insurance contract till March 31, 2018 or till the availability of a deposit insurance product, whichever is earlier. Hence, the Company has started accepting deposits in pursuance of the said circular w.e.f. May 17, 2017.

AUDIT COMMITTEE

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

STATUTORY AUDITOR

The Auditors, M/s Doogar & Associates, Chartered Accountants (Firm Registration No. 000561N) hold office until the conclusion of the Annual General Meeting to be held in the year 2017 as their term of appointment is completing in terms of Section 139 of the Companies Act, 2013.

On the recommendation of the Audit Committee, the Board of Directors has proposed to appoint M/s BSD & Co., Chartered Accountants (Firm Registration No. 000312S) as Statutory Auditors for a period of five years i.e. from the conclusion of the ensuing Annual General Meeting to be held in the year 2017 and till the conclusion of Annual General Meeting to be held in the year 2022 subject to ratification by the Members at every Annual General Meeting, at a remuneration to be decided by the Board of Directors. Wherein M/s BSD & Co., Chartered Accountants has confirmed their willingness and eligibility under the provision of the Companies Act, 2013 to be Statutory Auditors of the Company, which is subject to shareholders’ approval.

The proposed Auditors have consented to the said appointment and confirmed that they are eligible for appointment as Statutory Auditors of the Company under Section 139 of the Act and meet the criteria for appointment specified in Section 141 of the Act. Further, the Company has also received a copy of Peer Review Certificate as prescribed by the Institute of Chartered Accountant of India to the Auditors and declaration from the Auditors that they are not disqualified for such appointment/ reappointment under the said Act.

AUDITOR’S REPORT

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

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

SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules,

2014, the Company has appointed P I & Associates, Company Secretaries to undertake the Secretarial Audit of the Company for the FY 2016-17.

The observations of Secretarial Auditor of the Company in their Report for the FY ended March 31, 2017 are self-explanatory and the Report of the Secretarial Audit in Form MR-3 is annexed as Annexure I.

COST AUDITOR

On the recommendation of the Audit Committee, the Board of Directors has appointed M/s S.K. Bhatt & Associates to audit the cost accounts of the Company for the FY 2017-18 at a remuneration of Rs.1,50,000/- plus out of pocket expense and applicable taxes. The Board recommends remuneration for approval of shareholders.

COST AUDITORS’ REPORT

In terms of Section 148 of The Companies Act, 2013 the Company had appointed M/s S.K. Bhatt & Associates, Cost Accountants as Cost Auditors for the Audit of the cost records of the Company for the FY 2016-17. The Cost Auditor in terms of the Act, post audit shall submit their Report to Board in due course.

INTERNAL FINANCIAL CONTROL & SYSTEMS

The Company had in-house Internal Audit Department uptill October 14, 2016. The Board of Directors appointed M/s KPMG as the Internal Auditors of the Company w.e.f. October 15, 2016. Internal Financial Control & Systems of the Company has been devised through its extensive experience that ensures control over various functions of its business. The Company practices Quality Management System for Design, Planning, Construction and Marketing. Periodic audits conducted by Internal Auditors and Statutory Auditors provide means whereby any weakness, whether financial or otherwise, is identified and rectified in time.

SUBSIDIARY & JOINT VENTURES COMPANIES

The Company has 95 subsidiaries & 2 joint venture companies as on March 31, 2017. List of subsidiaries which have been consolidated at the year-end is given in the Notes to Accounts.

In terms of Indian Accounting Standard (Ind AS) 27 there are 157 more companies whose accounts had been consolidated with Company''s accounts.

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

ACCOUNTS OF SUBSIDIARY COMPANIES

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

As per the provision of first proviso of Section 129(3) of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014, the balance sheets of the subsidiary companies have not been attached to the Annual Report. However, Company is required to attach alongwith its financial statements a separate statements containing the salient features of financial statements of its subsidiaries in Form AOC-1.

Further, the Annual Accounts of the subsidiary companies and the related detailed information will be made available to the shareholders of the holding and subsidiary companies seeking such information at any point of time and the Annual Accounts of the subsidiary companies will also be kept for inspection by any member in the head office of the holding Company and of the subsidiary companies concerned. The Company will furnish a hard copy of details of accounts of subsidiaries to any shareholder on demand. Further, the annual accounts for the FY 2016-17 of all the subsidiary companies are available on the website of the Company

i.e., www.omaxe.com.

BUSINESS RESPONSIBILITY REPORT

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

CORPORATE SOCIAL RESPONSIBILTY

The Board, upon the recommendation of the CSR Committee, adopted CSR Policy and initiated its implementation. The CSR Policy is available on the Company''s website www.omaxe.com. During the period under consideration, the Company had to spend an overall amount of Rs.16.53 mn towards CSR activity. The Company has spent Rs.24.63 lakhs under National Employment Through Apprentice Programme (NETAP) on CSR. NETAP is on the job training program offered by TeamLease Skill University which operates under

PPP model between AICTE (MHRD), CII & NDSC. NETAP is governed by the NEEM Notification (National Employability Enhancement Mission) published in the gazette by AICTE as per the AICTE Act of 1987. Its purpose is to:-

- Overcoming the current challenges of the Apprenticeship Act.

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

- Providing them with access to practical skills.

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

Though the Company had intended to spend entire CSR budget during this year, there was a delay in commencing the project and hence the entire CSR budget could not be spent.

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

POLICY ON SEXUAL HARASSMENT

The Internal Complaints Committee (ICC) was reconstituted with Ms. Meeta Sharma as (Presiding Officer), Ms. Vijay Laxmi (Member), Mr. Virender K Singhal (Member), Ms. Shubha Singh (Member) and a member from an NGO, Ms. Sudha Sharma subsequent to which the Company adopted the revised Policy on Prevention of Sexual Harassment of Women at Workplace w.e.f. February 9, 2017 in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. All female employees are covered under the Policy. There was no complaint received from any employee during the FY 2016-17 and hence no complaint is outstanding as on March 31, 2017 for redressal.

DIRECTORATE & KMP

During the period under Review, Mr. Sudhangshu S. Biswal, was appointed as Whole Time Director of the Company w.e.f. 11th August, 2016. Mr. Venkat Rao, Company Secretary of the Company resigned from the position w.e.f. 18th July, 2016. The Board appreciates his valuable contribution to the Company, during his tenure. Further, Ms. Shubha Singh, joined as Company Secretary w.e.f. 11th August, 2016 in place of Mr. Rao.

Further, Ms. Shruti Dvivedi Sodhi was appointed as an Additional Independent Director w.e.f. May 29, 2017. Accordingly, she shall hold office upto the date of ensuing AGM. The proposal for confirmation of her appointment as Independent Director for a term of 5 years shall be put up before ensuing AGM.

Mr. Mohit Goel resigned from the position of Chief Executive Officer (CEO) of the Company w.e.f. 28^th May, 2017. Further, Ms. Padmaja Ruparel has resigned from the position of Independent Director of the Company w.e.f. 29^th May, 2017. The Board appreciates their valuable contribution during their tenure.

In terms of Section 152 of the Companies Act, 2013 and Articles of Association of the Company Mr. Sunil Goel, Joint Managing Director of the Company shall retire by rotation, at the ensuing AGM and being eligible, offers himself for re-appointment.

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

BOARD AND ITS COMMITTEES

The Board comprises 8 members - 4 Executive Directors and 4 Non-executive Directors who are Independent Directors. During the period under review, your directors met 5 (Five) times. The maximum interval between two Meetings did not exceed 120 days, as prescribed in the Companies Act, 2013. Details of number of meetings of Board and various Committees attended during the year by each Director/Member is disclosed in the Corporate Governance Report forming part of this Annual Report.

The Board has five Committees namely, Audit Committee, Nomination and Remuneration Committee, Corporate Social Responsibility Committee, Executive Committee, Investor Grievances Cum Stakeholder Relationship Committee.

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

Mr. Vimal Gupta is the Chief Financial Officer and Ms. Shubha Singh is the Company Secretary of the Company.

DECLARATION BY INDEPENDENT DIRECTORS

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

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the requirement under section 134(5) of the Companies Act, 2013, with respect to Directors'' Responsibility Statement, it is hereby confirmed that:

a. In the preparation of the annual accounts for the Financial Year ended March 31, 2017, the applicable Accounting Standards have been followed and there are no material departures;

b. The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on March 31, 2017 and of the profit of the Company for the year ended on that date;

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

d. The Directors had prepared the financial statements of the Company for the Financial Year ended March 31, 2017 on a ‘going concern'' basis.

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

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

PARTICULARS OF EMPLOYEES

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

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

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

The earning in foreign currency is Rs.2.85 mn during the current FY as against Rs.1.11 mn in previous year and expenditure in foreign currency is Rs.7.11 mn during the current year as compared to Rs.1.80 mn in the previous year.

INVESTOR RELATIONS

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

LISTING

The equity shares continue to be listed on the BSE Ltd (Bombay Stock Exchange) and the National Stock Exchange of India Ltd. (NSE). Both these Stock Exchanges have nationwide terminals and therefore, shareholders/ investors are not facing any difficulty in trading the shares of the Company from any part of the Country. The Company has paid annual listing fees for the FY 2017-18 to BSE Ltd. and National Stock Exchange of India Ltd. and annual custody fees to National Securities Depository Limited and Central Depository Services (India) Limited.

CORPORATE GOVERNANCE REPORT

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

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

STATUTORY AUDITORS CERTIFICATE ON CORPORATE GOVERNANCE

The requisite Certificate from the Statutory Auditors of the Company, M/s Doogar & Associates, Chartered Accountants, confirming compliance with the conditions of Corporate Governance as stipulated under Regulation 34(3) and 53(f) read with Part E of Schedule V of the aforesaid Regulations, is attached and forms part of the Report.

MANAGEMENT DISCUSSION AND ANALYSIS

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

EXTRACT OF ANNUAL RETURN

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

PARTICULARS OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES

All contracts/arrangements/transaction entered into by the Company during the financial year with related parties were in the ordinary course of business and on arm''s length basis. During the year, the Company had not entered into any contract/ arrangement/transaction with the related parties which could be considered material in accordance with the Policy of the Company on materiality of related party transactions. Your Directors draw attention of the Members to Note no.49 to the financial statement which set out related party disclosure.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENT

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

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

During the period under review, no material order has been passed by any regulator or court excepting to the extent as may be mentioned in the Notes to Accounts attached to the Financial Statements forming part of the Annual Report.

PERFORMANCE EVALUATION

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

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

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

DIRECTOR’S APPOINTMENT AND REMUNERATION POLICY

Pursuant to the provision of Section 178 of the Companies Act, 2013 and Regulation 19 of SEBI (Listing Obligation & Disclosure Requirements) Regulations,

2015 the Board of Directors on the recommendation of Nomination and Remuneration Committee has framed a Policy for the appointment of Directors and Senior Management and their remuneration which is available on the website of the Company.

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

RISK MANAGEMENT POLICY

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

WHISTLE BLOWER POLICY

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

DIVIDEND DISTRIBUTION POLICY

The Board based on the recommendations of the Audit Committee, approved Dividend Distribution Policy of the

Company in accordance with SEBI (listing obligations and disclosure requirements) (second amendment) Regulations, 2016 dated 8^th July, 2016. The Dividend Distribution Policy forms part of this Annual Report and is also available on the Company''s website www. omaxe.com.

ACKNOWLEDGEMENT

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

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

CAUTIONARY STATEMENT

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

For and on behalf of the Board

For Omaxe Limited

Sd/-

Rohtas Goel

Place: New Delhi (DIN: 00003735)

Date: May 28, 2017 Chairman and Managing Director

REGISTERED OFFICE:

Shop No. 19-B, First Floor,

Omaxe Celebration Mall, Sohna Road,

Gurgaon, Haryana-122001

---

Mar 31, 2016

DEAR MEMBERS,

The Directors have pleasure in presenting the Twenty Seventh Annual Report together with the Financial Statements of the Company for the financial year ended March 31, 2016.

FINANCIAL HIGHLIGHTS

A brief overview on Consolidated and Stand-Alone Financial Performance for the Financial Year ended March 31, 2016 is as follows:

A. CONSOLIDATED FINANCIAL PERFORMANCE

(Rs. in mio)

Particulars	31.03.2016 (Audited)	31.03.2015 (Audited)
Revenue from operation	16677.80	14310.85
Other income	283.52	341.57
Profit before Interest, depreciation, exceptional items & tax	2764.85	2681.33
Less: Interest	1305.71	1435.17
Less: Depreciation	103.73	144.26
Profit before exceptional items and tax	1355.41	1101.90
Add: Exceptional Items	-	-
Less: Provision for tax	572.19	503.51
Profit after tax before minority adjustment	783.22	598.39
Add: share of profit /(loss) in associates	0.01	-
Less: Minority Adjustment	0.01	(2.29)
Profit for the year	783.22	600.68
Add: Profit brought forward from last year	9049.93	8919.53
Add: Adjustments on account of depreciation and reserve	-	(7.20)
Profit available for appropriation	9833.15	9513.01
Appropriations
Less: Proposed Preference Dividend	2.50	2.50
Less: Tax on distribution of proposed preference dividend	0.51	0.51
Less: Transfer to General Reserve	100.00	100.00
Less: Proposed equity dividend	128.03	91.45
Less: Tax on distribution of proposed equity dividend	26.06	18.62
Less: Transfer to Debenture Redemption Reserve	(140.00)	250.00
Balance Carried to Balance Sheet	9716.05	9049.93

B. STAND-ALONE FINANCIAL PERFORMANCE

(Rs. in mio)

Particulars	31.03.2016 (Audited)	31.03.2015 (Audited)
Revenue from operation	11382.46	9423.70
Other Income	334.40	386.10
Profit before Interest, depreciation, exceptional items & tax	2236.99	2194.18
Less: Interest	1207.24	1345.44
Less: Depreciation	87.77	125.75
Profit before exceptional items & Tax	941.98	722.99
Add: Exceptional items	-	-
Less: Provision for tax	427.32	321.66
Profit after Tax	514.66	401.33
Add : Profit brought forward from last year	6019.23	6087.19
Add : Adjustment on account of depreciation	-	(6.21)
Profit available for appropriation	6533.89	6482.31
Appropriations
Less: Transferred to General Reserves	100.00	100.00
Less: Transfer to Debenture Redemption Reserve	(140.00)	250.00
Less: Proposed Preference Dividend	2.50	2.50
Less: Tax on distribution of Preference Dividend	0.51	0.51
Less: Proposed equity dividend	128.03	91.45
Less: Tax on distribution of proposed equity dividend	26.06	18.62
Balance Carried to Balance Sheet	6416.79	6019.23

DIVIDEND

I) PREFERENCE SHARES

The Board recommends a dividend of 0.1% on 0.1% Non-Cumulative, Redeemable, Non Convertible Preference Shares for the Financial Year ended March 31, 2016 amounting to Rs. 2.5 mio. for approval of Members.

II) EQUITY SHARES

Your Board is pleased to recommend a dividend of Rs. 0.70 per equity share on the paid up Equity Share Capital of the Company for the Financial Year 2015-16 amounting to Rs. 128.03 mio for approval of the Members.

OPERATIONS

During the year under review, on consolidated basis, your Company registered Gross Revenue of Rs. 16961.32 mio, whereas the Profit before Tax and Net Profit stood at Rs. 1355.41 mio and Rs. 783.22 mio respectively. On a standalone basis, the Company registered Gross Revenue of Rs. 11716.86 mio, whereas the Profit before Tax and Net Profit stood at Rs. 941.98 mio and Rs. 514.66 mio respectively.

During the year under consideration, the overall market remained slow, however, there is a sign of maturing real estate industry. Inspite of slow market(s), the wide range of product portfolio across income classes and geographical spread of the Company has helped in maintaining a steady performance. Your Company launched various project in Lucknow, Vrindavan, Chandigarh, Bahadurgarh and Indore.

Your Company has a wide range of real estate portfolio involving developments of Integrated Hi-Tech Townships, Group Housing projects, Shopping Malls, Office Spaces, SCOs and Hotel projects. It has a wide geographical presence across northern and central India operating in 8 states across 27 cities.

During the year under review, your Company further strengthened its foot print across markets like Uttar Pradesh, Punjab, Haryana and Madhya Pradesh etc. The focus of the Company, during the year, has been to complete the ongoing projects and speeden deliveries.

OUTLOOK

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

Further, with the overall signs of improvement in economy, rate cuts etc, the green shoots of revival in demand for real estate is evident and your Company is well-poised to take advantage of the same.

SECURED. REDEEMABLE. NON-CONVERTIBLE DEBENTURE

During the year under review, the change in the position of the Debt Securities (CIDS) issued by the Company are as under:

Debenture Series A: Redeemed Rs.60.00 mio Debenture Series C: Redeemed Rs.15.00 mio

Periodical reminders are being sent to the Debenture holders whose debentures are matured but remain unclaimed. The Company has maintained and transferred adequate balance to the Debenture Redemption Reserve Account in terms of the applicable provisions of the Companies Act, 2013 and Rules made there under.

PUBLIC DEPOSITS

During the year, the Company had accepted Fixed Deposits under Fixed Deposit Scheme in compliance with the provisions of Section 73 and 76 and other relevant provisions of the Companies Act, 2013 and Rules made there under.

The details of the Deposit is as follows:

a. Accepted during the year: Rs.563.19 mio

b. Outstanding deposits as at the end of the year: Rs.956.88 mio.*

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

(i) at the beginning of the year: NIL

(ii) maximum during the year : NIL

(iii) at the end of the year: NIL

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

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

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

The Company has discontinued accepting Fixed Deposits with effect from April 1, 2016 as the exemptions on insurance of deposits has not been extended vide Companies (Acceptance of Deposits) Amendment Rules, 2015 dated 31st March, 2015.

AUDIT COMMITTEE

The Committee consists of three Members namely Dr. Prem Singh Rana, Independent Director, Lt. Gen. (Retd.) Mr. Bhopinder Singh, Independent Director and Mr. Rohtas Goel, Chairman and Managing Director of the Company. Dr. Prem Singh Rana, Independent Director is the Chairman of the Audit Committee. All Members of the Audit Committee possess sufficient knowledge and experience in the field of Finance and Accounts.

The Audit Committee was reconstituted due to resignation of Mr. P P Vora from the Membership of Committee w.e.f.

05.06.2015. The current constitution suffices the requirement of the provision of Section 177 of the Companies Act, 2013 read with Regulation 18 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015.

The terms of reference has been mentioned in the Corporate Governance segment forming part of Annual Report.

NOMINATION AND REMUNERATION COMMITTEE

The Committee consists of Four Members namely Dr. Prem Singh Rana, Independent Director, Lt. Gen. (Retd.), Mr. Bhopinder Singh, Independent Director, Ms. Padmja Ruparel, Independent Director and Mr. Rohtas Goel, Chairman and Managing Director of the Company. Lt. Gen. (Retd.) Bhopinder Singh, Independent Director is the Chairman of the Nomination and Remuneration Committee.

The Nomination and Remuneration Committee has been reconstituted on 24.05.2016 by induction of Ms. Padmaja Ruparel, Independent Director as Member thereof. The current constitution suffices the requirement of the provision of Section 178 of the Companies Act, 2013 read with Regulation 19 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015.

The terms of reference has been mentioned in the Corporate Governance segment forming part of Annual Report.

STATUTORY AUDITOR

The Auditors, M/s Doogar & Associates, Chartered Accountants (Firm Registration No. 000561N) hold office until the conclusion of the Annual General Meeting to be held in the year 2017 subject to ratification at every Annual General Meeting. A Certificate from the Auditors has been received stating the ratification would be within the limits prescribed under the Companies Act, 2013. Further, the Company has also received a copy of Peer Review Certificate as prescribed by the Institute of Chartered Accountant of India to the Auditors and declaration from the Auditors that they are not disqualified for such appointment/ reappointment under the said Act.

The Board recommends the ratification of M/s Doogar & Associates, Chartered Accountants as the Statutory Auditors of the Company.

AUDITOR’S REPORT

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

SECRETARIAL AUDITOR

Pursuant to the provisions of section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed P I & Associates, a firm of Company Secretaries in practice to undertake the Secretarial Audit of the Company for the financial year 2016-17.

SECRETARIAL AUDITORS’ REPORT

The observations of Secretarial Auditor of the Company in their report are self-explanatory and the report of the Secretarial Audit report is annexed herewith as Annexure I.

COST AUDITOR

Pursuant to Section 148 of The Companies Act, 2013 read with The Companies (Cost Records and Audit) Amendment Rules, 2014, the cost audit records maintained by the Company in respect of its construction activity is required to be audited. Your Director had, on the recommendation of the Audit Committee, appointed M/s S.K Bhatt & Associates to audit the cost accounts of the Company for the financial year 2016-17 at a remuneration of Rs.1,50,000/- plus out of pocket expense. As required under the Companies Act, 2013, the remuneration payable to the Cost Auditor is required to be placed before the Members for ratification.

The Board recommends the ratification of remuneration of Secretarial Auditors of the Company.

COST AUDITORS’ REPORT

In terms of Section 148 of The Companies Act, 2013 the Company had appointed M/s S. K. Bhatt & Associates, Cost Accountants as Cost Auditors of the Company for the Audit of the cost records of the Company in terms of Act, post audit shall submit their report to Board in due course.

INTERNAL FINANCIAL CONTROL & SYSTEMS

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

SUBSIDIARY & JOINT VENTURES COMPANIES

The Company has 98 subsidiaries as on March 31, 2016. List of Subsidiaries which have been consolidated at the year-end is given in the Notes to Accounts.

Capital Redevelopment Private Limited, Kashish Buildtech Private Limited, Kamini Builders and Promoters Private Limited, Shikhar Landcon Private Limited are Subsidiaries of the Company. Further, during the period under review no Company was ceased to be Subsidiary of the Company. Further, Giant Dragon Mart Private Limited, Robust Buildwell Private Limited and Parkash Omaxe Amusement Park Private Limited are the Joint Venture Companies of the Company.

ACCOUNTS OF SUBSIDIARY COMPANIES

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

As per the provision of first proviso of Section 129(3) of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014, the balance sheets of the subsidiary companies have not been attached to the Annual Report. However, Company is required to attach along with its financial statements a separate statements containing the salient features of financial statements of its subsidiaries in Form AOC-1.

Further, the Annual Accounts of the subsidiary companies and the related detailed information will be made available to the shareholders of the holding and subsidiary companies seeking such information at any point of time and the Annual Accounts of the subsidiary companies will also be kept for inspection by any member in the head office of the holding company and of the subsidiary companies concerned. The Company will furnish a hard copy of details of accounts of subsidiaries to any shareholder on demand. Further, the annual accounts for the financial year 2015-16 of all the subsidiary companies are available on the website of the company ie., www.omaxe.com.

CORPORATE SOCIAL RESPONSIBILTY

Your Directors, upon the recommendation of the CSR Committee, adopted CSR policy and initiated its implementation. The Company is having two projects under CSR Policy. During the period under consideration, the Company had to spend an overall amount of Rs. 14.70 mio towards CSR activity. The Company has spent Rs. 8.41 Lakhs under one project. Further, the Trust implementing the other project has spent Rs. 42.24 Lakhs. The Company is yet to release/spend amount thereof. In view of sluggish market condition and working capital requirements during the year under consideration, the CSR spend has been restrained.

The Annual Report on CSR activities is annexed herewith as Annexure II.

POLICY ON SEXUAL HARASSMENT

The Company has in place a Policy on Sexual Harassment in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Complaint Committee is set up to redress complaints received regularly. All female employees are covered under the policy. There was no complaint received from any employee during the financial year 2015-16 and hence on complaint is outstanding as on March 31, 2016 for redressal. Ms. Sudha Sharma has become new member, of the committee w.e.f. 09.02.2016

BOARD MEETINGS

During the period under review, your director meet 5 (Five) times. The Meetings were held on 28.05.2015, 06.08.2015,

29.09.2015, 04.11.2015 and 09.02.2016. The maximum interval between two Meetings did not exceed 120 days, as prescribed in the Companies Act, 2013. Details of Nos. of Meetings of Board and various Committees attended during the year by each Director/Member is disclosed in the Corporate Governance Report.

DIRECTORATE

In accordance with the provisions Section 152 of the Companies Act, 2013 and Articles of Association of the Company Mr. Jai Bhagwan Goel, Whole Time Director of the Company who shall retire by rotation, at the ensuing Annual General Meeting, being eligible, offer himself for re-appointment. Further, during the period under Review, Mr. Sudip Bandyopadhyay was appointed as an additional director in the capacity of Independent Director. The proposal for confirmation of his appointment as Independent Director for a term of 5 Years shall be put up before ensuing Annual General Meeting. Further Mr. PP Vora has resigned w.e.f. 05.06.2015. The Board appreciates his valuable contribution during his tenure.

Further, Mr. Sudhangshu S Biswal was appointed as an Additional Director in the category of Whole time Director of the Company, for a period of five (5) years with effect from August 11, 2016 to August 10, 2021, liable to retire by rotation. The proposal for confirmation of his appointment as Whole time Director of the Company shall be put up before ensuing Annual General Meeting.

Brief resume of the Directors proposed to be reappointed / appointed, nature of their expertise in specific functional areas and names of the companies in which they hold directorship and Membership/ chairmanship of Committees of the Board, as stipulated under SEBI (Listing Obligations and Disclosures Requirements), 2015 are provided in the Corporate Governance Report forming part of the Annual Report.

DECLARATION BY INDEPENDENT DIRECTORS

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

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the requirement under section 134(5) of the Companies Act, 2013, with respect to Directors'' Responsibility Statement, it is hereby confirmed that:

a. In the preparation of the annual accounts for the financial year ended March 31, 2016, the applicable accounting standards have been followed and there are no material departures;

b. The Directors had selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on March 31, 2016 and of the profit of the Company for the year ended on that date;

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

d. The Directors had prepared the financial statements of the Company for the financial year ended March 31, 2016 on a ‘going concern'' basis.

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

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

PARTICULARS OF EMPLOYEES

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

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

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

The earning in foreign currency is Rs.1.11 mio during the current financial year as against Rs Rs.5.51 mio in previous year and expenditure in foreign currency is Rs 1.80 mio during the current year as compared to Rs 4.38 mio in the previous year.

INVESTOR RELATIONS

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

LISTING

The equity shares continue to be listed on the BSE Ltd (Bombay Stock Exchange) and the National Stock Exchange of India Ltd. (NSE). Both these Stock Exchanges have nationwide terminals and therefore, shareholders/investors are not facing any difficulty in trading the shares of the Company from any part of the Country. The Company has paid annual listing fees for the financial year 2016-17 to the BSE Ltd. and the National Stock Exchange of India Ltd. and annual custody fees to National Securities Depository Limited and Central Depository Services (India) Limited.

CORPORATE GOVERNANCE REPORT

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

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

STATUTORY AUDITORS CERTIFICATE ON CORPORATE GOVERNANCE

The requisite Certificate from the Statutory Auditors of the Company, M/s Doogar & Associates, Chartered Accountants, confirming compliance with the conditions of Corporate Governance as stipulated under Regulation 34(3) and 53(f) read with Part E of Schedule V the aforesaid Regulations, is attached and forms part of the Report.

MANAGEMENT DISCUSSION AND ANALYSIS

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

EXTRACT ANNUAL RETURN

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

PARTICULARS OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES

All contracts/arrangements/transaction entered into by the Company during the financial year with related parties were in the ordinary course of business and on arm''s length basis. During the year, the Company had not entered into any contract/ arrangement/transaction with the related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions. Please refer to Annexure V. Your directors draw attention of the Members to Note no.41 to the financial statement which set out related party disclosure.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENT

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

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

During the period under review, no material order has been passed by any regulator or court excepting to the extent as may be mentioned in the Notes to Accounts attached to the Financial Statements forming part of the Annual Report.

PERFORMANCE EVALUATION

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

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

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

DIRECTOR’S APPOINTMENT AND REMUNERATION POLICY

Pursuant to the provision of Section 178 of the Companies Act 2013 and 19 of SEBI (Listing Obligation & Disclosure Requirements) Regulation, 2015 the Board of Directors on the recommendation of Nomination and Remuneration Committee has framed a policy for the appointment of Directors and Senior Management and their remuneration. The policy is available on the website of the Company.

RISK MANAGEMENT POLICY

The Company has adopted the risk management policy which is aimed at creating and protecting shareholders value by minimizing threats and losses and identifying and maximizing opportunities. Your directors periodically review the risks associated with the business or threaten the prospectus of the company.

WHISTLE BLOWER POLICY

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

ACKNOWLEDGEMENT

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

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

CAUTIONARY STATEMENT

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

For and on behalf of the Board For Omaxe Limited

Sd/-

Rohtas Goel

Place: New Delhi Chairman and Managing Director

Date: May 24, 2016 (DIN: 00003735)

REGISTERED OFFICE:

Shop No. 19-B, First Floor,

Omaxe Celebration Mall, Sohna Road ,

Gurgaon, Haryana-122001

---

Mar 31, 2014

DEAR MEMBERS,

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

FINANCIAL PERFORMANCE

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

A CONSOLIDATED FINANCIAL PERFORMANCE

(Rs. in Mio)

Particulars 31.03.2014 31.03.2013

Gross Revenue 16534.51 20998.49

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

Less: Interest 1305.77 1263.86

Less: Depreciation 98.68 74.53

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

Less: Provision for tax 369.28 190.23

Profit after tax 786.12 1056.98

Less: Minority Adjustment 0.92 0.19

Profit after tax after 785.20 1056.79 minority adjustment

Add: Profit brought 8351.68 7538.29 forward from last year

Add: Adjustments - -0.25

Profit available for 9136.88 8594.83 appropriation

Appropriations

Less: Proposed 0.31 -

Preference Dividend

Less: Tax on distribution 0.05 - of proposed preference dividend

Less: Transferred to 110.00 101.00

General Reserves

Less: Proposed equity 91.45 121.50 dividend

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

Balance Carried to 8919.53 8351.68 Balance Sheet

B STAND-ALONE FINANCIAL PERFORMANCE

(Rs. in Mio)

Particulars 31.03.2014 31.03.2013

Gross Revenue 12214.02 13610.73

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

Less: Interest 1367.84 1235.06

Less: Depreciation 86.14 62.90

Profit before exceptional 843.91 660.49 items & Tax

Add: Exceptional items - 250.00

Less: Provision for tax 241.04 52.02

Profit after Tax 602.87 858.47

Add : Profit brought 5672.55 5056.23 forward from last year

Profit available for 6275.42 5914.70 appropriation

Appropriations

Less: Transferred to 100.00 100.00 General Reserves

Less: Proposed 0.31 -

Preference Dividend

Less: Tax on distribution 0.05 - of proposed preference dividend

Less: Proposed equity 91.45 121.50 dividend

Less: Tax on distribution of 15.54 20.65 proposed equity dividend

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

Balance Carried to 6087.19 5672.55 Balance Sheet

DIVIDEND

I) PREFERENCE SHARES

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

II) EQUITY SHARES

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

OPERATIONS

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

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

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

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

OUTLOOK

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

INCREASE/RECLASSIFICATION IN AUTHORISED CAPITAL

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

COMPLIANCE OF MINIMUM PUBLIC SHAREHOLDING

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

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

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

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

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

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

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

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

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

PUBLIC DEPOSITS

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

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

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

AUDIT COMMITTEE

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

AUDITORS

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

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

AUDITORS'' REPORT

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

COST COMPLIANCE CERTIFICATE

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

APPOINTMENT OF INTERNAL AUDITOR

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

INTERNAL CONTROL SYSTEMS

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

MERGER/AMALGAMTION OF PROMOTER COMPANIES AND CONSEQUENT HOLDING COMPANY

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

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

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

SUBSIDIARY COMPANIES

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

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

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

ACCOUNTS OF SUBSIDIARY COMPANIES

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

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

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

EMPLOYEES STOCK OPTION PLANS

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

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

OMAXE ESOP PLAN BETA-2007

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

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

Options granted

No options have been granted till date.

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

Pricing formula

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

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

Options vested

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

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

Options exercised

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

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

Total number of shares arising due to exercise of options

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

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

Options lapsed

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

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

Variation of terms of options

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

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

Money realized by exercise of options

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

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

Total number of options in force

No option is in force under the scheme mentioned above.

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

Employee wise details of options granted to:

Senior managerial personnel

Nil

(Previous Year- Nil)

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

Nil

(Previous Year- Nil)

Employees getting options more than 1% of issued capital

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

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

Diluted Earnings per Share

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

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

Exercise price and fair option value

Not applicable.

(Previous Year - Not applicable.)

Employee Compensation Cost

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

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

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

Weighted average exercise price and fair value of options

Nil

(Previous Year – Nil)

Expected life

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

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

SHIFTING OF REGISTERED OFFICE

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

NOMINATION AND REMUNERATION COMMITTEE

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

DIRECTORATE

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

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

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

The Board recommends their appointment/reappointment.

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

DIRECTORS'' RESPONSIBILITY STATEMENT

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

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

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

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

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

PARTICULARS OF EMPLOYEES

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

CONSTITUTION OF ''CORPORATE SOCIAL RESPONSIBILITY COMMITTEE''

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

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

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

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

INVESTOR RELATIONS

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

LISTING

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

REPORT ON CORPORATE GOVERNANCE

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

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

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

MANAGEMENT DISCUSSION AND ANALYSIS

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

ACKNOWLEDGEMENT

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

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

CAUTIONARY STATEMENT

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

For and on behalf of the Board For Omaxe Limited

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

(DIN: 00003735)

Registered Office:

Shop No. 19-B, First Floor

Omaxe Celebration Mall, Sohna Road

Gurgaon, Haryana-122001

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Mar 31, 2013

DEAR MEMBERS,

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

FINANCIAL HIGHLIGHTS

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

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

Gross Revenue 20998.49 18711.55

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

Less: Interest 1263.86 1318.62

Less: Depreciation 74.53 58.11

Profit before exceptional 1222.21 1193.76 items and tax

Add: Exceptional Items 25.00 -

Less: Provision for tax 190.23 289.79

Profit after tax 1056.98 903.97

Less: Minority Adjustment 0.19 0.13

Profit after tax after minority 1056.79 903.84 adjustment

Add: Profit brought forward 7538.29 6734.26 from last year

Add: Adjustments (0.25) 0.19

Profit available for 8594.83 7638.29 appropriation

Appropriations

Less: Transferred to General 101.00 100.00

Reserves

Less: Proposed equity 121.50 - dividend

Less: Tax on distribution of 20.65 - proposed equity dividend

Balance Carried to Balance 8351.68 7538.29 Sheet

B STAND-ALONE FINANCIAL PERFORMANCE

(Rs. in Mio) Particulars 31.03.2013 31.03.2012

Gross Revenue 13610.73 13488.93

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

Less: Interest 1235.06 1281.26



(Rs. in Mio) Particulars 31.03.2013 31.03.2012

Less: Depreciation 62.90 48.57

Profit before exceptional 660.49 770.87 items & Tax

Add: Exceptional items 250.00 -

Less: Provision for tax 52.02 141.90

Profit after Tax 858.47 628.97

Add : Profit brought forward 5056.23 4527.26 from last year

Profit available for 5914.70 5156.23 appropriation

Appropriations

Less: Transferred to General 100.00 100.00 Reserves

Less: Proposed equity 121.50 - dividend

Less: Tax on distribution of 20.65 - proposed equity dividend

Balance Carried to Balance 5672.55 5056.23 Sheet

DIVIDEND

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

OPERATIONS

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

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

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

OUTLOOK

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

MINIMUM PUBLIC SHAREHOLDING

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

PUBLIC DEPOSITS

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

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

AUDIT COMMITTEE

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

AUDITORS

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

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

AUDITOR''S REPORT

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

COST COMPLIANCE CERTIFICATE

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

INTERNAL CONTROL SYSTEMS

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

SUBSIDIARY COMPANIES

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

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

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

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

ACCOUNTS OF SUBSIDIARY COMPANIES

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

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

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

EMPLOYEES STOCK OPTION PLANS

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

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

OMAXE ESOP PLAN BETA-2007

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

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

Options granted

No options have been granted till date.

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

Pricing formula

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

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

Options vested

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

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

Options exercised

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

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

Total number of shares arising due to exercise of options

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

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

Options lapsed

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

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

Variation of terms of options

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

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

Money realized by exercise of options

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

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

Total number of options in force

No option is in force under the scheme mentioned above.

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

Employee wise details of options granted to: Senior managerial personnel

Nil

(Previous Year- Nil)

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

Nil

(Previous Year- Nil)

Employees getting options more than 1% of issued capital

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

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

Diluted Earnings per Share

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

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

Exercise price and fair option value

Not applicable.

(Previous Year - Not applicable.)

Employee Compensation Cost

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

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

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

Weighted average exercise price and fair value of options

Nil

(Previous Year – Nil)

Expected life

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

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

DIRECTORATE

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

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

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

The Board recommends their appointment/ reappointment.

DIRECTORS'' RESPONSIBILITY STATEMENT

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

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

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

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

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

PARTICULARS OF EMPLOYEES

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

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

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

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

INVESTOR RELATIONS

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

LISTING

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

REPORT ON CORPORATE GOVERNANCE

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

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

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

MANAGEMENT DISCUSSION AND ANALYSIS

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

ACKNOWLEDGEMENT

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

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

CAUTIONARY STATEMENT

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



For and on behalf of the Board For Omaxe Limited

Sd/-

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

Registered Office:

Omaxe House

7, LSC, Kalkaji

New Delhi-110019

---

Mar 31, 2012

DEAR MEMBERS,

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

FINANCIAL HIGHLIGHTS

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

A CONSOLIDATED FINANCIAL PERFORMANCE

(- in Mio)

Particulars 31.03.2012 31.03.2011

Gross Revenue 18711.55 15447.45

Profit before Interest, 2570.49 2376.80 depreciation & tax

Less: Interest 1318.62 1047.39

Less: Depreciation 58.11 47.56

Profit Before Tax 1193.76 1281.85

Less: Provision for tax 289.79 354.73

Profit after tax 903.97 927.12

Less: Minority Adjustment 0.13 (0.01)

Profit after tax after 903.84 927.13 minority adjustment

Add: Profit brought forward 6734.26 6012.27 from last year

Add: Adjustments 0.19 45.69

Profit available for 7638.29 6985.09 appropriation

Appropriations

Less: Transferred to 100.00 100.00 General Reserves

Less: Transferred to - 150.82 Debenture Redemption Reserve

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

Balance Carried to Balance 7538.29 6734.26 Sheet

B STAND-ALONE FINANCIAL PERFORMANCE

(Rs. in Mio)

Particulars 31.03.2012 31.03.2011

Gross Revenue 13488.93 11604.15

Profit before Interest, 2100.70 1870.69 depreciation & tax

Less: Interest 1281.26 1014.47

Less: Depreciation 48.57 41.31

Profit Before Tax 770.87 814.91

Less: Provision for tax 141.90 189.86

Profit after Tax 628.97 625.05

Add : Profit brought forward 4527.26 4153.03 from last year

Profit available for 5156.23 4778.08 appropriation

Appropriations

Less: Transferred to 100.00 100.00 General Reserves

Less: Transferred to - 150.82 Debenture Redemption Reserve

Balance Carried to Balance 5056.23 4527.26 Sheet

DIVIDEND

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

OPERATIONS

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

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

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

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

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

OUTLOOK:

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

DEBENTURES

Details of Non Convertible Redeemable Debentures:

No fresh debentures were issued during the Financial Year.

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

PUBLIC DEPOSITS

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

AUDIT COMMITTEE

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

AUDITORS

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

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

AUDITORS' REPORT

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

INTERNAL CONTROL SYSTEMS

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

ACCOUNTS OF SUBSIDIARY COMPANIES

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

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

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

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

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

EMPLOYEES STOCK OPTION PLANS

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

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

OMAXE ESOP PLAN BETA-2007

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

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

Options granted

No options have been granted till date.

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

Pricing formula

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

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

Options vested

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

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

Options exercised

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

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

Total number of shares arising due to exercise of options

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

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

Options lapsed

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

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

Variation of terms of options

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

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

Money realized by exercise of options

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

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

Total number of options in force

No option is in force under the scheme mentioned above.

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

Employee wise details of options granted to: Senior managerial personnel

Nil

(Previous Year- Nil)

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

Nil

(Previous Year- Nil)

Employees getting options more than 1% of issued capital

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

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

Diluted Earnings per Share

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

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

Exercise price and fair option value

Not applicable.

(Previous Year - Not applicable.)

Employee Compensation Cost

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

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

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

Weighted average exercise price and fair value of options

Nil

(Previous Year - Nil)

Expected life

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

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

DIRECTORATE

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

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

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

The Board recommends their appointment/ reappointment.

DIRECTORS' RESPONSIBILITY STATEMENT

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

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

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

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

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

PARTICULARS OF EMPLOYEES

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

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

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

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

INVESTOR RELATIONS

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

LISTING

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

REPORT ON CORPORATE GOVERNANCE

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

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

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

MANAGEMENT DISCUSSION AND ANALYSIS

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

ACKNOWLEDGEMENT

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

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

CAUTIONARY STATEMENT

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

For and on behalf of the Board For Omaxe Limited

Sd/- Place: New Delhi Rohtas Goel

Date : 30th May, 2012 Chairman and Managing Director

Registered Office:

Omaxe House 7, LSC, Kalkaji New Delhi-110019

---

Mar 31, 2011

DEAR MEMBERS,

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

FINANCIAL HIGHLIGHTS

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

A CONSOLIDATED FINANCIAL PERFORMANCE

( Rs. in mio)

Particulars 31.03.11 31.03.10

Gross Receipts & Other Income 15447.45 10147.07

Profit before Interest,

depreciation & tax 2376.80 2100.94

Less: Interest 1047.39 1021.18

Less: Depreciation 47.56 45.45

Profit Before Tax 1281.85 1034.31

Less: Provision for tax 354.73 (91.23)

Profit after tax 927.12 1125.54

Add: Minority Adjustment 0.01 (0.11)

Profit after Tax after minority

adjustments 927.13 1125.43

Add: Profit brought forward

from last year 6012.27 4986.93

Add: Adjustments 45.69 (0.09)

Profit available for

appropriation 6985.09 6112.27

Appropriations

Less: Transferred to General

Reserves 100 100

Less: Transferred to Debenture

Redemption Reserve 150.82 Nil

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

Balance Carried to Balance Sheet 6734.26 6012.27

B STAND-ALONE FINANCIAL PERFORMANCE

(Rs. in mio)

Particulars 31.03.11 31.03.10

Gross Receipts & Other Income 11604.15 8073.46

Profit before Interest, depreciation & tax 1870.69 1831.29

Less: Interest 1014.47 1015.16

Less: Depreciation 41.31 41.21

Profit Before Tax 814.91 774.92

Less: Provision for tax 189.86 (132.80)

Profit after Tax 625.05 907.72

Add : Profit brought forward from last year 4153.03 3345.31

Profit available for appropriation 4778.08 4253.03

Appropriations

Less: Transferred to General

Reserves 100 100

Less: Transferred to Debenture

Redemption Reserve 150.82 Nil

Balance Carried to Balance Sheet 4527.26 4153.03

DIVIDEND

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

OPERATIONS AND OUTLOOK

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

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

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

Infrastructure and Construction Projects:

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

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

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

DEBENTURES

Details of Non Convertible Redeemable Debentures:

No fresh debentures were issued during the Financial Year.

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

PUBLIC DEPOSITS

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

AUDIT COMMITTEE

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

AUDITORS

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

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

AUDITORS' REPORT

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

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

INTERNAL CONTROL SYSTEMS

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

ACCOUNTS OF SUBSIDIARY COMPANIES

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

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

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

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

GREEN INITIATIVES IN THE CORPORATE GOVERNANCE

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

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

EMPLOYEES STOCK OPTION PLANS

OMAXE ESOP PLAN BETA-2007

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

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

Guidelines, 1999, given below are the requisites disclosures:

Options granted

No options have been granted till date.

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

Pricing formula

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

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

Options vested

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

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

Options exercised

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

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

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

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

Options lapsed

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

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

Variation of terms of options

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

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

Money realised by exercise of options

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

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

Total numberof options in force

No option is in force under the scheme mentioned above.

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

Employee wise details of options granted to: Senior managerial personnel

Nil

(Previous Year-Nil)

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

Nil

(Previous Year-Nil)

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

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

Diluted Earnings Per Share

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

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

Exercise price and fair option value

Not applicable.

(Previous Year - Not applicable.)

Employee Compensation Cost

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

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

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

Weighted average exercise price and fair value of options

Nil

(Previous Year-Nil)

Expected life

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

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

DIRECTORATE

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

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

DIRECTORS'RESPONSIBILITY STATEMENT

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

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

(ii) The Directors had selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at March 31, 2011 and of the profit of the Company for the year ended on that date;

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

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

PARTICULARS OF EMPLOYEES

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

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

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

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

INVESTOR RELATIONS

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

LISTING

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

REPORT ON CORPORATE GOVERNANCE

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

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

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

MANAGEMENT DISCUSSION AND ANALYSIS

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

ACKNOWLEDGEMENT

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

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

CAUTIONARY STATEMENT

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

For and on behalf of the Board of Directors

sd/-

Rohtas Goel

Chairman and Managing Director

Place: New Delhi

Date: May30,2011

Registered Office:

Omaxe House

7, LSC, Kalkaji, NewDelhi-110019