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: (Rupees in Crores)
Particulars |
Standalone |
Consolidated |
|
31.03.2023 |
31.03.2022 |
31.03.2023 |
31.03.2022 |
|
(Audited) |
(Audited) |
A ( udited) |
(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 |
55.66 |
38.95 |
65.37 |
46.58 |
Expenses |
|
|
|
|
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 |
(193.19) |
(76.29) |
(351.08) |
(161.61) |
income |
|
|
|
|
Other comprehensive incomes |
(0.35) |
2.42 |
1.39 |
(0.38) |
Total Comprehensive Income for the |
(193.54) |
(73.87) |
(349.69) |
(161.99) |
year |
|
|
|
|
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%
36 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.
DIVIDEND
A. 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 34th 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 34th
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 31st
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 subsection (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.
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 |
Incorporated as Associate Company on 29.12.2022 |
Limited (Formerly known as Be Together Vrindavan |
|
Developers Private Limited) |
|
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
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:
Institute of Chartered Accountants of India (ICAI') 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 investors@omaxe.com.
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 O 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 |
|