DIRECTORS' REPORT
Dear Members,
Your Directors have pleasure in presenting 45111 Annual Report of your
Company together with the Audited Financial Statement for the financial year ended
31" March, 2017.
Financial Results (Rs. in Lacs)
| Particulars |
2016-17 |
2015-16 |
| Revenue from operations |
23139.47 |
18905.10 |
| Total expenditure before finance cost, depreciation |
19022.90 |
13775.26 |
| Earnings before interest, tax, depreciation and amortisation (EBITDA) |
4116.57 |
5129.84 |
| Other income (net) |
646.14 |
849.15 |
| Finance Charges |
1701.06 |
1325.43 |
| Depreciation and amortisation expense |
1117.81 |
748.99 |
| Profit before Exceptional Items and Tax |
1943.84 |
3904.57 |
| Exceptional Items |
0 |
0 |
| Profit before tax |
1943.84 |
3904.57 |
| Provision for Tax |
646.58 |
789.90 |
| Net Profit After Tax |
1297.26 |
3114.67 |
| Balance of Profit brought forward |
28866.72 |
26172.22 |
| Balance available for appropriation |
30163.98 |
29379.45 |
| Adjustment related to Fixed Assets |
-15.00 |
0 |
| Amount transferred to Revaluation Reserve due to excess Reversal in Previous Years |
0 |
0 |
| Proposed Dividend on Equity Shares |
192.61 |
0 |
| Interim Dividend |
0 |
288.91 |
| Corporate Dividend Tax |
39.21 |
58.82 |
| Transfer to General Reserve |
75.00 |
165.00 |
| Surplus carried to Balance Sheet |
29872.17 |
28866.72 |
State of Comnanv's Affairs and Future Outlook
The strength of your Company lies in identification, execution and successful
implementation of the projects in the infrastructure space. To strengthen the long-term
projects and ensuring sustainable growth in assets and revenue, it is important for your
Company to evaluate various opportunities in the different business verticals in which
your Company operates. Your Company currently has several projects under implementation
and continues to explore newer opportunities, both domestic and international. Your Board
of Directors' considers this to he in strategic interest of the Company and believe that
this will greatly enhance the long-term shareholders' value.
At present your Company operates in following core sectors- Engineering, Infrastructure
and Real Estate Development and is actively exploring some new opportunities.
The Company has reported a Profit before Tax (PBT) of Rs 1944 Lacs, as against Rs.3905
Lacs in the previous year.
DIVISIONAL ANALYSIS ENGINEERING DIVISION
The Turnover of this division this year is Rs. 19039.60 lakhs and profit is Rs 973.03
lakhs as against Turnover of Rs. 15658.64 lakhs & profit is Rs.2448.55 Lakhs in the
lastyear.
The Engineering Division focuses on turnkey engineering procurement and construction
contracts for Hydro mechanical equipment for Hydro Power and Irrigation projects. The
Company post execution of civil work for kalisindh dam has since been qualified for
complete EPC for dam except EM package and shall address a larger share of hydro power
proj ect. This is a feat for diversifying in the civil construction space and the Company
will not have to take recourse to civil companies for meeting PQ norms for bidding in
civil space. The Company is now all geared up to encash the burgeoning opportunities in
executing complete EPC contract in the space of H M components and civil structure. The
projects in Hydro power space involve multifarious activities viz. civil construction,
electromechanical component and Hydro mechanical equipments.The Company has executed over
60 Hydro- Mechanical turnkey projects in power and irrigation. The major revenue source
this financial year are from Jaipur Bhilwara Road Project, kutchch project of SSNL, smart
city project in Ujjain and Rampul proj ect (UP).
Orders received during the Year:
1. IndraSagar Proj ect (Canals), for supply and lying of pipe line on right bank of
Upperveda project.
2. Project received from Rwanda Agriculture Board in its Joint Venture for development
of irrigation and Watershed development in Mpanga Sector in Rwanda (Africa).
3. Proj ect for modernization and renovation of Baira Siulhydro electric power station
in Himachal Pradesh.
REALESTATE DEVELOPMENT
The Turnover of this division this year is Rs 1607.30 lakhs and profit is Rs 223.48
lakhs against Turnover of Rs.3259.74 lakhs & profit is Rs.666 lakhs in the lastyear.
There being a potential realizable value of Land Bank/ developable/under development
area in Company/subsidiary/Joint Venture.
Real Estate Project Details
| Project |
Location |
Partner |
Protect Tvne |
# of Units |
Project Area Sa.ft. tOMIL Share) |
| Meadows |
Kota |
- |
Housing |
450 |
5,00,000 |
| Pallacia# |
Jaipur |
- |
Housing |
150 |
6,30,000 |
| Bandra Reclamation -Mhada |
Mumbai |
DB Realty & Others |
Housing |
- |
2,00,000A |
| Ashvita* |
Hyderabad |
Mahindra Lifespaces |
Housing |
60 |
80,000 |
| Total |
|
|
|
|
1,410,000 |
#Construction has resumed after the judgement of Ho'hle JD A tribunal which in its
verdict ordered that all approvals and maps of the project approved by JDA are as per
policies/ bye laws and within legal framework. The construction has started steadily.
*art of First Phase of Residential project delivered for possession A
Subject to approval of Design/ Area
Key Industrial Land Bank
| Location |
Sq. Mtrs. |
Key Location Advantage |
| Faridabad |
8,000 |
Located on main Mathura Road, New Delhi |
| VKIA Jaipur |
28,000 |
In Industrial Area at Prime Location |
| Kota (Institutional Land) |
40,000 |
In the centre of Kota City |
| TOTAL |
76,000 |
|
INFRASTRUCTURE AND CIVILEPC CONTRACTS
Road: Two laning of Jaipur Two Laning of Jaipur-Bhilwara section of SH-12 implemented
by SPV Bhilwara Jaipur Toll Road-Om Metals InffaprojectsLtd. owns minority stake of 49%;
balance 51 % held by SPML Infra Ltd.
Smart City Project: First smart City Infrastructure Development project in 50% Joint
Venture on Design, Build and Operate basis.
Silos: Project received from Food Corporation of India (FCI) for construction and
development of 4 Silos and for the same the Company has formed 4 SPV's and has 50% stake
in each
PACKAGING :The Company has entered into a new venture for manufacturing of Closure for
water PET bottles and Carbonated Soft Drinks (CSD) caps. The World demand for caps &
closures is likely to exceed USD 55 bln / 2 tin units in 2019. The Clients/Potential
Clients includes Bisleri, Xalta, Coke, Pepsi and other local players.
FUTURE OUTLOOK
Your Company sees good prospects in the domestic economy with the thrust on
infrastructure development. The Company has invested in building up the capacities over
the years and has also mapped the emerging opportunities with the internal capabilities.
Increase in the pace of implementation of various initiatives by the government and
revival of the investment cycle would be conducive for achieving the growth aspirations of
the Company. The road ahead planned for your company includes:
> Enlarge global footprint through acquisition and strategic Joint Ventures in the
core business.
> Key and strategic real estate projects on very promising locations.
> Establish presence in varied structure, steel design and fabrication works in
bridges, large building constructions and heavy engineering works.
> Tap India's second largest potential in the world both in Hydro Electric Power and
irrigation by capitalizing on the plans of the government of India plans of river linking
project.
CHANGES IN NATURE OF BUSINESS. IF ANY
There have been no changes in the business carried on by the company or its
subsidiaries.
DIVIDENDS
Your Directors are pleased to recommend a Final Dividend of Rs. 0.20 per equity share
of face value of Re. 1/- each for the year ended 31 st March, 2017. The proposal is
subject to the approval of shareholders at the ensuing Annual General Meeting.
The Register of members and Share Transfer Books will remain closed from Friday,
September 22, 2017 to Friday, September 29,2017, (both days inclusive) for the purpose of
payment of final dividend for the financial year ended March 31,2017 and the AGM.
The dividend payout for the year under review is in accordance with the Company's
policy of consistent dividend pay out keeping in view the Company's need for capital, its
growth plans and the intent to finance such plans through internal accruals to the
maximum.
TRANSFER TO RESERVES
The Board of Directors proposes to transferRs.7500000/- to General Reserve out of the
amount available for appropriation.
CHANGES IN SHARE CAPITAL, IF ANY
The paid up Equity Share Capital as on March 31,2017 was Rs.9.63 Crore. During the year
under review, the Company has not issued shares with differential voting rights nor
granted Employee Stock Options or Sweat Equity Shares.
INFORMATION ABOUT SUBSIDIARIES/JV/ASSOCIATE COMPANY
There has been no material change in the nature of the business of the subsidiaries.
Pursuant to provisions of Section 129(3) of the Act, a statement containing salient
features of the financial statements of the Company's subsidiaries in Form AOC-1 is
attached to the financial statements of the Company asAnnexurell.
Pursuant to the provisions of section 136 of the Act, the financial statements of the
Company, consolidated financial statements along with relevant documents and separate
audited accounts in respect of subsidiaries, are available on the website of the Company.
The developments in business operations / performance of major subsidiaries AJV /
Associates consolidated with OMII. are as below:
OM METALS CONSORTIUM PRIVATE LIMITED-This wholly owned Subsidiary Company is
developing a high end residential project on a very prime parcel of 19000 sq. mt. land at
Jaipur and has a sellable built-up area of 6.3 lakh sqft with expected realization of 'INR
10000-15000/sqft. OMIL has invested INR 1.6 bn for land and development cost is expected
to be Rs 3.5 bn. The company expects to generate Rs 7.0 bn of Revenue from this project
over next 2-3 years, which translates into pretax profits of Rs 2 bn appx. It has hired
your company as EPC Contractor for structure building under architectural leadership of
Studio 18, a renowned architecture firm of USA. . The construction of Residential project
Palacia at A 2 Prithviraj Road near Statue Circle Jaipur (Raj.) has resumed after the
judgement of Ho'ble JDA tribunal which in its verdict ordered that all approvals and maps
of the project approved byJDAare as per policies/ bye laws and within legal framework.
OM METALS REAL ESTATE PRIVATE LIMITED - This wholly owned Subsidiary Company is
holding stakes in different SPV's and different subsidiaries for different projects in
different locations. The development of all these projects are in some stages of
clearances.
OM-SPML Infrastructure Limited (Pondicherry Port Limited)-The Company has
substantial stake totaling to 94.46%, this Company has earmarked for the development of
sea port in Pudducherry. Afterthe non clearance of the project we have moved for
arbitration proceedings there our as well as of Govt, of Pondicherry claims remain
unconsidered and we are taking legal advice.
Om Kerui Joint Venture Private Limited- The Company has been incorporated by
formation of Joint Venture with Shandong Kerui Oilfield Service Group Co. for exploring
new business activities in oil and gas sector wherein Om Metals Infraprojects Limited
holds 99% shareholding, thereby making it as the subsidiary.
SANMATI INFRADEVELOPERS PRIVATE LIMITED - This SPV wherein we own 25% stake along
with other stakeholders SPML Infra (25%) and Urban Infrastructure Trustees Ltd (UITL)
(50%) which is a holding company of Pondicherry SEZ Co. Ltd (PSEZCL). PSEZCL owns a multi
product SEZ in Pudduchery where 840 acre land has
been acquired and balance 26 acre is pending. After the non clearance of this project
we have moved to court for legal remedies.
BHILWARA JAIPUR TOLL ROAD PRIVATE LIMITED - This SPV where Om metals has 49% stake
has done the development of the 212 km road project in Jaipur-Bhilwara Stretch on BOT
basis and COD achieved in December, 2014. Om Metals has executed 100% of EPC work for a
total project cost of Rs. 410 Cr. After the COD of the project all 4 toll plazas are
operational and generating revenue. Due to cash shortfall in revenue generation, we have
approached lenders for corrective action plan by implementing 5/25 scheme where loan
rephasement is allowed.
OM METALS-SPML INFRAPROJECTS PRIVATE LIMITED-A 457 Cr Kalisindh Dam project in a
SPV created with SPML infra on 50:50 basis is complete with some final leg work going on.
Om Metals had been executing EPC contract for major work.
GURHA THERMAL POWER COMPANY LIMITED - This company as a 50% JV of Om Metals has a
lignite based thermal project in Rajasthan. Due to abnormal delay at the end of Govt ,we
have intimated our stand of terminating the project from our side.
PARTNERSHIPS/JV's:
OM METALS CONSORTIUM (Partnership firm) - This prestigious partnership firm for
development of SRA project in Bandra Reclamation facing Bandra- Worli sea Link has
completed the construction of the temporary transit camp.
A redevelopment project of MAHADA in partnership under Om Metals Consortium (OMC) where
OMIL holds 17.5 % stake. Other developmental partners in the consortium are DB Realty
Group , SPML Infra, Morya Housing, and Mahima developers. This multi-storied residential
project is spread across 6 acres and entitled to FSI which translate into approx ~1.2 mn
sqft(subjected to all Govt clearances).A premium of additional FSI available shall be paid
by OMC.
OMC has done a JV with DB realty for this project where DB realty would be incurring
100% cost for the development and transfer 50% of salable area to OMC.
OM METALS -JSC JV - This JV has been executing Kameng HEP and the project is
scheduled to complete by next year.
OM RAY CONSTRUCTION JV-This SPV is executing EPC of one project in Karnataka.
SPML -OM METALS JV - This JV has been executing project for development of smart
infrastructure in VikramUdyogpuri at Ujjain.
Gujrat Warehousing Private Limited- This SPV was incorporated for the development
of silo for storing wheat for FCI.
West Bengal Logistic Private Limited- This SPV was incorporated for the development
of silo for storing wheat for FCI.
Uttar Pradesh Logistic Private Limited- This SPV was incorporated for the
development of silo for storing wheatfor FCI.
Bihar Logistic Private Limited-This SPV was incorporated for development of silo
for storing wheat for FCI.
Subsidiaries/Associates of Om Metals Real Estates Private Limited (Wholly owned
subsidiary of the Company!: OM METALS INFOTECH PRIVATE LIMITED-This Company has
industrial land in Jaipur and we are exploring/ expanding our work shop /fabrication
facilities in a move to capacity addition for our upcoming projects.
OM METALS DEVELOPRS PRIVATE LIMITED - OMDPL entered into a JV with Mahindra
Lifespace for a residential project in Hyderabad. Mahindra owns 80% of the built-up area
rights in the 10-acre premium residential project called 'Ashvita1, and OMDPL
holds the rights to the remaining area. The 20% share of built- up area under OMIL is
80000 sqft and expected realization is '4500/sq.ft.(0.36 Bn INR). The first three towers
of the project are delivered and sale of units are progressing very satisfactorily The
project is catching good amount of attraction after rise of Telangana as a state and sale
of units is very much satisfactory.
The Board of Directors of the Company has adopted the policy for the material
subsidiaries, which is available on the website of the company at the following link:
http://www.ommetals.com/files/material-suhsidiaries.pdf
CONSOLIDATED FINANCIAL STATEMENTS
In accordance with the Companies Act, 2013 ("the Act") and Accounting
Standard (AS) - 21 on Consolidated Financial Statements read with AS - 23 on Accounting
for Investments in Associates and AS - 27 on Financial Reporting of Interests in Joint
Ventures, the audited consolidated financial statement is provided in the Annual Report.
Companies which became / ceased to be Company's Subsidiaries. Joint Ventures
orAssociate Companies:
• Companies which have become subsidiaries during the financial year 2016-17 : Om
Kerui Joint Venture Private Limited
• Companies which has ceased to he the Subsidiaries/Step Subsidiary during the
financial year 2016-17: Skywave Impex Limited, Odisha Marine Services Private Limited, Om
Metals Ratnakar Private Limited, Om Kothari Hotels Private Limited, Om Hydromech Private
Limited, Mayura Capital Advisors Private Limited, Om Automotors Private Limited
MATERIAL CHANGES AND COMMITMENTS
Shri Dharam Prakash Kothari, has been appointed as the Additional Director, designated
as Chairman on the Board of Directors of the Company w.e.f. 1st May, 2017. Shri Dharam
Prakash Kothari is a founder and promoter of Om Metals Infraproj ects Limited and has been
instrumental in growing the Company over decades. He resigned from the Board for a short
period.
MEETINGS OF THE BOARD OF DIRECTORS
Five meetings of the Board of Directors were held during the year. For further details,
please refer to the corporate governance report, which forms part of this report
DIRECTORS' RESPONSIBILITYSTATEMENT
Pursuant to Section 134(5) of the Companies Act, 2013 the Board of Directors of the
Company confirms that-
(a) In the preparation of the annual accounts, the applicable accounting standards have
been followed along with proper explanation relating to material departures;
(b) The directors have selected such accounting policies and applied them consistently
and made judgments and estimates that are reasonable and prudent so as to give a true and
fair view of the state of affairs of the company at the end of the financial year and of
the profit and loss of the company for that period;
(c) The directors have taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of Companies Act, 2013 for
safeguarding the assets of the company and for preventing and detecting fraud and other
irregularities;
(d) The directors have prepared the annual accounts on a going concern basis; and
(e) The director have laid down internal financial controls to be followed by the
company and that such internal financial controls are adequate and were operating
effectively.
(f) The directors had devised proper systems to ensure compliance with the provisions
of all applicable laws and that such systems were adequate and operating effectively.
Based on the framework of internal financial controls and compliance systems
established and maintained by the Company, work performed by the internal, statutory and
secretarial auditors and external consultants and the reviews performed by management and
the relevant board committees, including the audit committee, the board is of the opinion
that the Company's internal financial controls were adequate and effective during the
financial year 2016-17.
CONSERVATION OF ENERGY, TECHNOLOGY, ABSORPTION AND FOREIGN EXCHANGE OUTGO
The particulars relating to conservation of energy, technology absorption, foreign
exchange earnings and outgo, as required to be disclosed under the Act, are provided in
Annexure I to this Report.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
The constitution of Board of Directors and KMP of the Company during theyear2016-17isas
under:
| S.N 0. |
Name |
Designation |
Date of change in designation |
Date of original appointment |
Date and Mode of Cessation |
| i. |
Shri Chandra Prakash Kothari |
Chairman |
22/08/2014 |
1/10/1994 |
Resigned on 30.07.2016 |
| 2. |
Shri Dharam Prakash Kothari |
Managing Director |
22/08/2014 |
1/10/1994 |
Resigned on 30.07.2016, reappointed in May 2017. |
| 3. |
Shri Sunil Kothari |
Managing Director |
28/03/2015 |
22/08/2014 |
— |
| 4. |
Shri Vikas Kothari |
President &Director |
28/03/2015 |
28/03/2015 |
— |
| 5. |
Suit. Ranjana Jain |
Independent Director |
28/03/2015 |
28/03/2015 |
|
| 6. |
Shri P. C. Jain |
Independent Director |
30/09/2014 |
15/07/2001 |
Resigned on 17.08.2016 |
| 7. |
Shri Gopi Raman Sharma |
Independent Director |
11/03/2016 |
11/03/2016 |
|
| 8. |
Shri Ram Kumar Gupta |
Independent Director |
10/06/2016 |
10/06/2016 |
|
| 9. |
Shri Sunil Kumar Jain |
Chief Financial Officer |
28/03/2015 |
01/04/2009 |
|
| 10 |
Smt. Reena Jain |
Company Secretary |
— |
03/03/2008 |
— |
Mr. Vikas Kothari who retires by rotation at ensuing Annual General Meeting and being
eligible has offered himself for re-appointment.
INDEPENDENT PI RECTORS AND DECLARATION
Mr. P.C. Jain had resigned from the directorship of the Company and Mr. Ram Kumar Gupta
has been appointed as the Independent Director of the Company as per Section 149(10) of
the Companies Act, 2013 in the Board Meeting on 10/06/2016 for a term of Five years.
The Company has received declarations from all the Independent Directors of the Company
confirming that they meet the criteria of independence as prescribed both under Section
149 (6) of the Act and SEBI (Listing Obligations & Disclosure Requirements)
Regulations, 2015
BOARD EVALUATION
In terms of the requirements of the Act and Listing Regulations, the Board carried out
the annual performance evaluation of the Board as a whole, Board Committees and the
individual Directors.
The performance of the Board was evaluated by the Board after seeking inputs from all
the directors on the basis of the criteria such as the Board composition and structure,
effectiveness of board processes, information and functioning etc.
The performance of the committees was evaluated by the board after seeking inputs from
the committee members on the basis of the criteria such as the composition of committees,
effectiveness of committee meetings, etc.
The Board and the Nomination and Remuneration Committee ("NRC") reviewed the
performance of the individual directors on the basis of the criteria such as the
contribution of the individual director to the Board and committee meetings like
preparedness on the issues to be discussed, meaningful and constructive contribution and
inputs in meetings, etc. In addition, the Chairman was also evaluated on the key aspects
of his role. Independent Directors, in their separate meeting, reviewed and evaluate the
performance of non-independent directors,Board as a whole, Managing Director and the
Chairman, taking into account the views of executive directors and non-executive directors
and criteria laid down by the Nomination and Remuneration Committee. The Policy of the
familiarization programmes of Independent Directors are put up on the website of the
Company at the link:
http://www.ommetals.com/files/vigil-mechnasim.pdf
RISK MANAGEMENT
Periodic assessments to identify the risk areas are carried out and management is
briefed on the risks in advance to enable the company to control risk through a properly
defined plan. The areas of risk include- Technology risk, Competition risk, Financial
risk, Cost risk, Legal risk, Economic Environment and Market risk, Political Environment
Risk, Inflation and Cost Structure, Technology Obsolescence, Project Execution,
Contractual Compliance, Operational efficiency, hurdles in Optimum use of resources, Human
Resource management, environment management etc. The Board is also periodically informed
of the business risks and the actions taken to manage them. The Company has formulated a
policy for Risk management with the following objectives:
• Provide an overview ofthe principles of risk management
• Explain approach adopted by the Company for risk management
• Define the organizational structure for effective risk management
• Develop a "risk" culture that encourages all employees to identify
risks and associated opportunities and to respond to them with effective actions.
• Identify, assess and manage existing and new risks in a planned and coordinated
manner with minimum disruption and cost, to protect and preserve Company's human, physical
and financial assets.
Fundamentals of our risk management system
The company has in place a code of conduct and high safety standards in plant operation
to protect its employees and the environment. The company has instituted control bodies
which verify important business decisions.
Organizational measures are undertaken to prevent the infringement of guidelines and
laws.
Goals of risk management
At OMIL, the risks are detected at their earliest possible and necessary measures are
taken to avoid economic and environmental damage. The company lays due emphasis on
avoidance of risks that threaten the company's continued existence.
Organizational responsibilities and tools
Regular risk analyses at the corporate level are conducted by OMIL's management and by
various departmental heads.
Specific risks pertaining to operating divisions and units are continually registered,
evaluated and monitored centrally. The Board of Directors regularly receives reports on
the risk situation of the company.
LOANS, GUARANTEES AND INVESTMENTS
The Company being engaged in the business of providing infrastructural facilities hence
in terms of Section 186 (1 l)(a) the provisions of Section 186 except sub-section (1)
regarding loans made, guarantees given or securities provided are not applicable to the
Company.
The particulars of Loans & guarantees given, investments made and securities
provided have been disclosed in the financial statements.
RELATED PARTY TRANSACTIONS
All related party transactions that were entered into during the financial year were on
an arm's length basis and were in the ordinary course of business and approval of the
Board of Directors &Shareholders was obtained wherever required.
The Policy on materiality of related party transactions and dealing with related party
transactions as approved by the Board may be accessed on the Company's website at the
link: http://www.ommetals.com/files/related-party-transcation.pdf
CORPORATE SOCIAL RESPONSIBILITY
The brief outline of the Corporate Social Responsibility (CSR) Policy of the Company
and the initiatives undertaken by the Company on CSR activities dining the year and Annual
Report on CSR Activities are set out in Annexure in of this Report. The Policy is
available on the website of the Company on the following link:
http://www.ommetals.com/files/corporate-social-responsibility.pdf The Composition of the
Corporate Social Responsibility Committee are given below:
| Name of Director |
Status |
| Mr. Gopi Raman Sharma |
Chairman |
| Mr. Vikas Kothari |
Member |
| Mr. Sunil Kothari |
Member |
EXTRACTS OFANNUAL RETURN
The Extract of Annual Return as required under section 92(3) of the Companies Act, 2013
and rule 12(l)ofthe Companies (Management and Administration) Rules, 2014, in Form MGT-9
is annexed herewith for your kind pemsal andinformation.(Annexure: VI)
PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
The information required under Section 197 of the Act read with rule 5(1) of the
Companies (Appointment and Remuneration of managerial Personnel) Rules, 2014 are given
below:
A. Remuneration paid to Managing and Whole Time Directors
| Directors of the Company |
Remuneration in F.Y. 2016 -17(Rs. In Lacs) |
Remuneration in F.Y. 2015 -16 (Rs. In Lacs) |
% increase /decrease in remuneration |
Ratio to Median remuneration |
|
|
|
|
|
| Mr C.P. Kothari |
84.00* |
96.69 |
-13.12 |
41.17 |
| Mr. D.P. Kothari |
84.00* |
87.01 |
-3.46 |
41.17 |
| Mr. Sunil Kothari |
88.58 |
84.00 |
5.45 |
43.42 |
| Mr. Vikas Kothari |
38.27 |
30.00 |
27.57 |
18.76 |
|
|
|
|
|
*Based on Annualized Salary.
B. Remuneration paid to KMPs
| KMPs of the Company |
Remuneration in FY 2016-17 (Rs. In Lacs) |
Remuneration in FY 2015 -16 (Rs. In Lacs) |
% increase/decrease in remuneration |
Ratio to Median remuneration |
|
|
|
|
|
| Mr. Sunil Kumar Jain |
12.14 |
11.44 |
6.11 |
5.95 |
| Mrs. Reena Jain |
6.00 |
3.45 |
73.91 |
2.94 |
C) There was increase of 6.25% in Median Remuneration of employees in F inancial Year
2016-17 as compared to financial year 2015-16.
D) Number of permanent employees on the rolls of Company was 178 employees as on
31.03.2017.
E) The increase in total remuneration of managing directors and whole-time directors
and KMPs was negligible over the previous financial year.
F) The total revenue increased by 20.41 % but the increase in remuneration is in line
with the market trends.
G) The closing share price of the Company at BSE and NSE on 31st March, 2017 being Rs.
47.40/- and Rs.47.45/- respectively per equity share of face value of Re. 1/- each has
increased since the last offer for sale made in the year 1995 (Offer Price was Rs. 50/-per
equity share of face value ofRs. 10/-each)
H) Average Salary increase of non-managerial employees was 4% per employee and that of
managerial employees 0.08% in financial year 2016-17. The average % increase in
remuneration is in line with normal pay revision.
I) Remuneration paid during the year ended 31st March, 2017 is as per the Remuneration
Policy of the
Company.
In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3)
of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, there is no
employee who is drawing
remuneration in excess of the limits set out in the said rules.
Details of Top Ten Employees
The HODs of the Company work under the direct supervision of directors of the Company
and has been assigned
responsibilities The details of the top ten employees (excluding Directors & KMP)
are as under:
| S. No. |
Employee Name |
Designation |
DOJ |
Remuneration Received |
Nature of Employment (Contractual or Otherwise) |
Qualification & Experience |
Age of Employee |
The last employment held by the employee before joining the company |
Whether such employee is relative of any Director |
| 1 |
Mr. Vishal Kothari* |
Ex. Director (Real Estate- Rajasthan Circle) |
1.04.2008 |
250000 |
Permanent |
B.Com, 9 Years |
38 |
OM Metals Infraprojects Limited |
Yes |
| 2 |
Mr. Bharat Kothari * |
Ex. Director(Projects) |
1.10.2007 |
250000 |
Permanent |
B.E.10 Years |
34 |
OM Metals Infraprojects Limited |
Yes |
| 3 |
Mr. Bahubali Kothari* |
Ex. Director! Projects) |
1.04.2008 |
250000 |
Permanent |
BE, 9 Years |
34 |
OM Metals Infraprojects Limited |
Yes |
| 4 |
Mr. Siddharth Kothari |
Ex. Director (Packaging Unit) |
1.04.2016 |
150000 |
Permanent |
CFA, B.Sc, 1 Year |
26 |
Jupiter Metal Private Limited |
Yes |
| 5 |
Mrs. Monica Bakliwal |
COO {Hotel Division) |
1.04.2010 |
75000 |
Permanent |
MBA, 7 Years |
46 |
OM Metals Infraprojects Limited |
Yes |
| 6 |
Vineet Bhatia |
GM Design |
24.01.2016 |
98200 |
Permanent |
BE Mechnical, 19 Years |
45 |
Energy Infratec Ltd. |
No |
| 7 |
MahendraPratap Singh |
Manager |
08.01.2016 |
100000 |
Permanent |
HSC, DEE, 35 Years |
57 |
Uniflex Cable Ltd. |
No |
| 8 |
VijayakumarKoppatta |
GM |
23.04.2016 |
111120 |
Permanent |
B.Tech, Civil, 30Years |
49 |
Synergies Hydro (India) Pvt.Ltd. |
No |
| 9 |
Sudhir Kumar Jain |
PM |
15.02.2016 |
115000 |
Permanent |
B.Tech, Civil, 28 Years |
48 |
Gannon Drunkey Company Ltd. |
No |
| 10 |
Ajay Upendra Raina |
PM |
09.09.2016 |
150000 |
Permanent |
BE Mechnical, 11 Years |
39 |
Jai Praksah Associates Ltd. |
No |
* Mr Vishal Kothari, Mr Bharat Kothari & Mr Bahubali Kothari fall under the
category of One Level below KMP work under the direct supervision of the Board of
Directors.
Power of Attorney Holders:
For the implementation and effective execution of the Projects and various Laws as
applicable to the Company, the Board of Directors entrusted the following HOD's with
responsibility via Power of Attorney granted to them and these are directly responsible
for compliances:
| S.No. |
Name Of HOD/Authorized Person |
Division/ Department/ Project |
Date of Authorization |
| 1 |
Deepak Jain |
Human Resources |
14/11/2016 |
| 2 |
Moti lal Jain |
Excise |
14/11/2016 |
| 3 |
Kunti Lal Jain |
Income Tax |
14/11/2016 |
| 4 |
Sunil Kumar Jain |
Banking (fund raising) |
14/11/2016 |
| 5 |
Ramesh Dadhich |
Sales Tax/VAT |
14/11/2016 |
| 6 |
D.S. Rawat |
TDS, Service Tax, Finance & Audit |
14/11/2016 |
| 7 |
V.K. Gupta and/or Ramesh Dadhich |
Goods and Service Tax |
14/11/2016 |
| 8 |
Ajay Raina |
Kameng Project |
14/11/2016 |
| 9 |
R.K. Kala |
Ujjain Project |
14/11/2016 |
| 10 |
R.C. Srivastava |
Gujarat Project |
14/11/2016 |
| 11 |
A Gogia |
Kopili Project |
14/11/2016 |
| 12 |
Ashish Anand |
Hotel Om Tower |
14/11/2016 |
| 13 |
HNR Keserker |
Rampur (UP) Project |
14/11/2016 |
| 14 |
Padam Jain |
Om Realty Division |
14/11/2016 |
| 15 |
Bashishtha Rai |
Vyasi Project |
14/11/2016 |
| 16 |
Anil Walia |
Om Pack Division |
14/11/2016 |
PERSONNEL
The Labour Management relation has been cordial during the year under review.
Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition,
and Redressal) Act, 2013
In Compliance with the Sexual Harassment of Women at Workplace (Prevention,
Prohibition, and Redressal) Act, 2013, your Company has constituted an 'Internal
Complaints Committee' ('Committee'). No complaint has been received during the Year ended
31 st March, 2017 in this regard.
The Company has in place a Policy for Prevention of Sexual Harassment at Workplace as
per requirement of the Sexual Harassment of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013. Internal Complaint Committee has been set up to redress the
complaints received regarding sexual harassment. All employees (permanent, contractual,
temporary, trainees) are covered under this policy. No Complaint has been received during
the year ended 31 st March, 2017 in this regard.
LISTING
The Equity Shares of the Company continue to remain listed with the National Stock
Exchange (NSE) and Bombay Stock Exchange (BSE). The listing fees of the exchanges for the
financial year 2017-18 have been paid.
CREDIT RATING
CARE has assigned ratings symbol of'BBB+ for its long term facilities' & PR1 to
company.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
In terms of provisions of Regulation 34 of Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations, 2015, the Management
Discussion and Analysis is presented in a separate section forming part of the Annual
Report.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has a well-defined Internal Control system which is adequate and
commensurate with the size and nature of business. Clear roles, responsibilities and
authorities, coupled with internal information systems, ensure appropriate information
flow to facilitate effective monitoring. Adequate controls are established to achieve
efficiency in operations, optimum utilization of resources and effective monitoring
thereof and compliance with applicable laws. An exhaustive programme of internal audits,
including all Branches of the Company all over India, review by management, and documented
policies, guidelines and procedures, supplement the internal control system.
The Audit Committee regularly reviews the adequacy and effectiveness of the internal
controls and internal audit function.
CORPORATE GOVERNANCE
Your Company has been following principles of Good Corporate Governance Practices over
the years. Your Company has complied with the Corporate Governance Code as stipulated
under the Listing Regulations. A separate section on Corporate Governance along with
certificate from the Auditors confirming compliance forms part of the Annual Report.
Details of litigations pending or significant or material orders which were passed by
the Regulators or Courts or Tribunals is provided under Independent Auditor's Report
Deposits
The company has not accepted any Fixed Deposits and, as such, no amount of principle or
interest was outstanding as of the Balance Sheet date.
ACKNOWLEDGEMENTS
Your Directors deeply appreciate the valuable co-operation and continued support
extended hy the Company's Bankers, Financial Institutions, Government agencies,
Collaborators, Stockiest, Dealers, Business Associates, and also the contribution of all
employees to the Company.
On Behalf of the Board of Directors
| Date: 30th May, 2017 |
|
|
| Place: Jaipur |
Dharam Prakash Kothari |
Sunil Kothari |
|
(Chairman) |
(Mg. Director) |
|
DIN:00200342 |
DIN:00220940 |
|