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Omaxe Ltd.
BSE Code 532880
ISIN Demat INE800H01010
Book Value (Rs) 44.25
NSE Code OMAXE
Dividend Yield % 0.00
Market Cap(Rs Mn) 21125.01
TTM PE(x) 0.00
TTM EPS(Rs) -9.69
Face Value (Rs) 10  
March 2015

DIRECTORS' REPORT

DEAR MEMBERS,

Your Directors have pleasure in presenting the Twenty Sixth Annual Report together with the Audited Financial Statements of the Company for the financial year ended March 31, 2015

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, 2015 amounting to Rs. 2.50 mio. for approval of members.

II) EQUITY SHARES

Your Board is pleased to recommend a dividend of Rs. 0.50 per equity shares (5%) on the Paid Up Equity Share Capital of the Company for the Financial Year 2014-15 amounting to Rs. 91.45 mio for approval of the members.

OPERATIONS

During the year under review, on consolidated basis, your Company registered a Gross Revenue of Rs. 14,652.42 mio, whereas the Profit before Tax and Net Profit stood at Rs. 1,101.90 mio and Rs. 600.68 mio respectively. On standalone basis, the Company registered Gross Revenue of Rs. 9,809.80 mio, whereas the Profit before Tax and Net Profit stood at Rs. 722.99 mio and Rs. 401.33 mio respectively.

During the period under consideration, the markets remained sluggish. Inspite of new government at centre and its best efforts to kick start the economy, overall markets remained slow. Inspite of slow market(s), the wide range of products and geographical spread of the Company helped it in maintaining a steady performance.

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 with 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. Your Company lauched various projects in Lucknow, Vrindavan, Chandigarh, Bahadurgarh and Indore.

The focus of the Company, during the year, has been to complete the ongoing projects and fasten 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., your Company is best positioned to take advantage of the same.

ALLOTMENT OF 14% SECURED, REDEEMABLE NON-CONVERTIBLE DEBENTURE

During the year, the 'Committee for Issuance of Debt Securities' (CIDS) had issued and allotted first tranche consisting 1000, 14% Secured, Redeemable Non-Convertible Debentures "NCDs" of face value of Rs. 500,000/- (Rupees Five Lacs only) at par aggregating to Rs. 50,00,00,000 (Rupees Fifty Cores only)

Details of series mentioned below:

• Series A "consisting 480 Debentures aggregating to Rs. 240 mio", listed with BSE Limited.

• Series B "consisting 320 Debentures aggregating to  Rs. 160 mio", listed with BSE Limited.

• Series C "consisting 120 Debentures aggregating to Rs. 60 mio".

• Series D "consisting 80 Debentures aggregating to Rs. 40 mio"

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. 296.44 mio

b. Remained unpaid or unclaimed as at the end of the year: Rs. 741.22 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.

AUDIT COMMITTEE

The Audit Committee has been reconstituted and the terms of reference have further modified / amended 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.  The new term of reference has been mentioned in Corporate Governance segment forming part of the Annual Report.

NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee has been reconstituted and the terms of reference have further modified / amended in light of the provision of Section 178 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. Lt. Gen. (Retd.) Bhopinder Singh, Independent Director is the Chairman of the Nomination and Remuneration Committee.  The new terms of reference has been mentioned in Corporate Governance segment forming part of the Annual Report.

STATUTORY AUDITOR

The Auditors, M/s Doogar & Associates, Registration No. 000561N, Chartered Accountants, 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 issued by the Institute of Chartered Accountants 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 for the Financial Year 2015-16.

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 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 2014-15. 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.

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 2015-16.

SECRETARIAL AUDITORS' REPORT

The observations of Secretarial Auditor of the Company in their report are self-explanatory. 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 Directors 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 2015-16 at a remuneration of Rs. 1,50,000 lakhs plus out of pocket expense subject to the maximum of Rs. 25000/-. 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 recommended the above for your approval.

COST AUDITORS' REPORT

In terms of section 148 of 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 for the financial year 2014-15. The Cost Auditors in terms of Act, post audit shall submit their report to Board 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, 2015. List of Subsidiaries which have been consolidated at the year end is given in the Notes to Accounts.

During the year under review, M/s Anjaniputra Builders Private Limited, M/s Hamara Ghar Constructions & Developers Private Limited, M/s Jewel Projects Private Limited, M/s Link Infrastructure & Developers Private Limited, M/s Navratan Techbuild Private Limited, M/s Omaxe Entertainment Limited, M/s Omtech Infrastructure & Construction Limited and M/s Zodiac Housing & Infrastructure Private Limited have become Wholly Owned Subsidiary Companies and M/s Satvik Hitech Builders Private Limited and M/s Reliable Manpower Solutions Limited have become step Subsidiary Companies of the Company from the subsidiary by virtue of acquisition of shares by the other subsidiaries of the Company i.e. M/s Omaxe Buildhome Limited and M/s Omaxe Forest Spa & Hills Developers Limited, respectively. Further, during the period under review M/s Finishing Touch Properties & Developers Limited has ceased to be subsidiary 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 and Joint Venture's 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 Financial Statements 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 subsidiary or

Further, the Financial Statements 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 Statements of the subsidiary companies will also be kept for inspection by any member in the registered 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 Financial Statements for the Financial Year 2014­15 of all the Subsidiary Companies including Joint Venture's are available on the website of the company i.e. www.omaxe com

CORPORATE SOCIAL RESPONSIBILTY

With the Corporate Social Responsibility now becoming the statutory obligation, your Directors, upon the recommendation of the CSR Committee, adopted CSR policy and initiated its implementation. During the year under consideration, the Company to spend Rs. 13.94 mio in CSR activities. However, in view of the already existing commitments, the Company spent an amount of Rs. 12.05 mio on various activities for charitable and social causes during the year fulfilling its responsibility towards society. Accordingly, it was felt appropriate, keeping in view the fund requirements, market conditions and to withhold expenditure of CSR for the year. The Company may take any suitable project(s) qualifying under CSR for the coming year(s).

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 2014-15 and hence no complaint is outstanding as on March 31, 2015 for redressal.

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 detail is available under the investor segment on the website of the Company i.e. www.omaxe.com

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 granted 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 granted 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.)

BOARD MEETINGS

During the period under review, your Directors met 7 (Seven) times. The Meetings were held on 30.05.2014, 25.07.2015, 26.09.2014, 10.11.2014, 02.12.2014, 29.01.2015 and  31.03.2015.

DIRECTORATE

In accordance with the provisions Section 152 of the Companies Act, 2013 and Articles of Association of the Company, Mr. Sunil Goel, Joint Managing Director of the Company who shall retire by rotation, at the ensuing Annual General Meeting, being eligible, offers himself for re-appointment.

Your Directors further inform the members that, during the period under review, Ms. Padmaja Ruparel was appointed as an additional director in the capacity of Independent Director. The proposal for confirmation of her appointment as an Independent Director for a term of 5 Years shall be put up before ensuing 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.

Your Board recommended the above referred appointment/ re-appointment for your approval.

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 Financial Statements for the financial year ended March 31, 2015, 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 at March 31, 2015 and of the Net 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, 2015 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 are operating effectively

f. the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are 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, the details of Employees are set out in Annexure III.

DETAILS OF DIRECTOR AND KEY MANAGERIAL PERSONNEL

During the year under review, Mr. Mohit Goel has been appointed as Chief Executive Officer of the Company. Further, Ms. Vijayalaxmi is Chief Operating Officer, Mr. Vimal Gupta is Chief Financial Officer and Mr. Venkat Rao is the Company Secretary of the Company.

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. 5.51 mio during the current year as against Rs. 13.87 mio in previous year and expenditure in foreign currency is Rs. 4.38 mio during the current year as compared to Rs. 4.74 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 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 trading 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 2015-16 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, 2013, 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 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.

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. Please refer to Annexure V. Your Directors also draw attention of the members to Note no. 41 to the financial statement which set out related party disclosure.

PARTICULARS OF LOANS, GUARANTEES & INVESTMENT

Your Company is engaged in the business of providing infrastructure facilities i.e. housing, real estate development etc. In terms of legal opinion the provision of Section 186 of the Companies Act, 2013 are exempted to 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.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an annual performance evaluation of its own performance and Audit, Nomination & Remuneration Committee(s).

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 committees, 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 Clause 49 of the Listing Agreement, the Board of Directors on the recommendation of Nomination and Remuneration Committee has framed a policy for the appointment and remuneration of Directors and Senior Management including criteria for determining qualification positive attributes, independence and other related matters. 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 review the risks associated with the business or threaten the prospects of the company, from time to time.

WHISTLE BLOWER POLICY

The Company has a vigil mechanism named as Whistle Blower Policy, an avenue to raise concerns and give access in good faith to the Chairman of the Audit Committee and also whistle blower provides for adequate safeguard against victimisation 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 this report those stated under the caption "Management Discussion and Analysis" describing the Company's plans, executions, achievements, projections and expectations may include approximations assumption estimate 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

Chairman and Managing Director

(DIN: 00003735)

REGISTERED OFFICE:  Shop No. 19-B, First Floor,  Omaxe Celebration Mall, Sohna Road ,  Gurgaon, Haryana-122001

Place: New Delhi

Date: May 28, 2015