Dear Members,

Your Directors have pleasure in presenting 49^th Annual Report of your Company together with the Audited Financial Statements for the financial year ended 31^st March, 2021.

FINANCIAL SUMMARY AND HIGHLIGHTS

(Rs. In Lacs)

Note: Previous year's figures have been regrouped / reclassified wherever necessary

GLOBAL HEALTH PANDEMIC FROM COVID-19

The global COVID-19 pandemic, which has impacted the Indian and World economy, during the year, the pandemic continued to disrupt to the sectors that we operate in. The lockdown, halted most of the construction activity in the country and accordingly our Company's operations were impacted including the manufacturing operations and the factories of the Company. However during the year, local authorities have permitted the construction activities at almost all our project locations and factories while ensuring that all safety measures as set out by the Government are being adhered to. The Company continues to monitor the situation carefully and took appropriate steps as necessary.

The Company has taken appropriate steps including Work from Home policy to ensure safety and health of the Company's employees at Head office and other locations and has a secure system to access the servers to the authorised persons, including internal and statutory auditors. The physical and emotional wellbeing of employees continues to be a top priority for the Company, with several initiatives to support employees and their families during the pandemic.

STATE OF COMPANY'S AFFAIRS

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 be in strategic interest of the Company and believe that this will greatly enhance the long-term shareholders' value.

The company has changed name of company to OM Infra Ltd to give a more focused domain and represent the business which the company is primarily in Metal was giving some sort of misrepresentation to all the business and shareholder community .

Consolidated

The Company has reported consolidated revenue from operations Rs. 23564.160 Lakhs as against Rs. 18707.10 Lakhs in the previous year and Profit before Tax (PBT) of Rs.2440.12 Lakhs, as against Rs. 1579.60 Lakhs in the previous year.

Standalone

At present your Company operates in following core sectors - Engineering, Real Estate and other Infrastructure Development and is actively exploring some new opportunities.

The Company has reported standalone revenue from operations Rs 22818.16 Lakhs as against Rs. 18707.11 Lakhs in the previous year and a Profit before Tax (PBT) of Rs.2166.06 Lakhs, as against Rs. 1843.59 Lakhs in the previous year.

DIVISIONAL ANALYSIS Engineering Division

The Turnover of this division (including joint controlled operations) this year is Rs. 22198.49 lakhs and profit (PBT) is Rs. 2728.66 lakhs as against Turnover of 17411.40 lakhs & profit (PBT) is Rs. 4288.02 lakhs in the last year.

The Engineering Division focuses on turnkey engineering procurement and construction contracts in Hydro Mechanical projects, Irrigation projects, Canal & Dams projects. The EPC contracts work include civil construction, designing, engineering, procurement, fabrication, manufacturing, supply, installation, commissioning and operations & maintenance. Company has successfully executed more than 60 Civil and Hydro-mechanical contracts for Hydro-power & Irrigation projects across the country and abroad. Currently working on 17 construction projects with total outstanding unexecuted contract value of Rs 1864 crores (OMIL Share). These projects are across multiple states (Gujarat, Uttar Pradesh, Madhya Pradesh, Uttarakhand, Himachal Pradesh, Jharkhand, Tamil Nadu, Arunachal Pradesh, Punjab and Rajasthan) and three international locations (two projects in Africa and one project in Nepal). Company's largest contract - Isarda Dam project (Rs 550 Crore pre GST ) has gathered pace; revenue booking already started and shapurkhandi Punjab (Rs.554 cr) also started generating revenue and is another big milestone in Company's order book. Revenue booking at other new Hydro Mechanical contracts, Arun-3 (Nepal) and Amravati (Maharastra), Chitakurdiis going to take pace in a larger way from next year (2021-22). Africa Irrigation projects are progressing smoothly. Pace of execution of these projects has been better with completion expected by next FY (2020-21).

In Tapovan Vishnugarh project, Company has won arbitration award of Rs 53 crore and NTPC has accordingly deposited the money in court and challenged the award in Hon'ble High court. The final disposal of NTPC appeal in our favour in Hon'ble High court is expected. In recent glacier burst the project is damaged and we are estimating loss and its unfortunate that we have lost some lives of human resource there and some are missing . The insurance claim matter is being taken up thru legal judicial process .

Orders received during the Year:

1. Shapurkhandi Punjab for INR 621 crores from Water Resource Department, Government of Punjab.

Real Estate Division

The Company is also engaged in Development of Real Estate projects. Two Real Estate projects are under progress across Jaipur, Kota with sellable area of over a Million sq ft and one is in planning stage at Mumbai with the total expected saleable area over 2.5 lakh sq ft ( Om's share). The structure completion of project in Jaipur and Kota is almost complete and approval from local authority is awaited. Considering that the reality market to do considerably well, the company expects about Rs• 5 billion revenue and unrealized cash inflow from both the projects.

The Turnover of this division this year is 3.20 Lakhs and loss (PBT) is -117.8 against Turnover of NIL & Loss (PBT) was Rs.-109.32 lakhs in the last year.

There is a potential realizable value of Land Bank/ developable/under development area in Company/subsidiary/Joint Venture.

Execution road map for real estate projects and revenue recognition

. Note: Bandra Mhada Project - tentative as per finalization of drawing plan and FSI approval and subject to market conditions and revenue is purely estimated

. The revenue projects are subjected to growth in real estate markets and sale of units and FSI approval (at decided rate and time)

Key Land Bank

The agreement to sale for Jaipur Hotel (Om Tower) was done during Q3FY19. Major amount had already been received as an advance. Conveyance deed is pending but the possession of hotel for business operation has been given to buyer in April 2021._

In the MHADA project, company is exploring the construction of commercial spaces and in talks with Architects /Govt agencies and other prominent developers for construction post FSI approval and Design and drawing approval. Claim for delay in project from MHADA is in arbitration process..

Other Infrastructure Division

Other Infrastructure division of the Company includes revenue from packaging, etc.

The Turnover of this division this year is Rs. 616.47 lakhs as against Rs. 1295.71 Lakhs of previous year and reported loss (PBT) of Rs. -444.81 Lakhs as against -50.29 Lakhs of previous year

Packaging

The Company had entered into this venture for manufacturing of Closure for water PET bottles and Carbonated Soft Drinks (CSD) caps. Plastic ban and NGT guidelines slowed down the sale of this division and Company has sold one of the machines and Company is looking to completely sale this division and business.

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.

Company has taken approval from FCI to hold 99 % in two projects and dilute its majority stake in other two projects.

In Gujarat and Bihar Silo projects - Ground breaking & civil structures work at both the projects are in progress. Company is hopeful to achieve Financial closure soon and COD in next 24 months.

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. Government's need of revival in capex cycle and infrastructure development would remain conducive for achieving the growth aspirations of the Company with reduced EMD and PBG in tender and contracts.

The road ahead planned for your company includes:

• Enlarge global footprint through acquisition and strategic Joint Ventures in the core business.

• Completion of existing real estate projects.

• Establish presence in varied structure, steel design and fabrication works in bridges, Pipe laying and heavy engineering works.

• Tap India's second largest potential in the world both in Hydro Electric Power, River Linking and irrigation by capitalizing on the plans of the government of India plans of accelerating infra-structure projects.

• Focus on tapping huge potential in Hydro Electric Power, River Linking and irrigation by capitalizing on the government's plans of accelerating infrastructure projects

• Company is also focused on better operational efficiencies which would help in further margins improvement with a better recognition post name change

• FY22 seems and likely to be much better as compared to FY21 in terms of execution of projects at both domestic and international sites leading to higher revenue recognition and FY22 is expected to witness handsome growth

CHANGES IN NATURE OF BUSINESS, IF ANY

There have been no changes in the business carried on by the Company or its subsidiaries. DIVIDEND:

The Board of Director of your Company is pleased to Recommend a Dividend of Rs 0.40 per Equity share of the Face Value of Rs. 1 each (@ 40%), for the approval of the shareholders at the ensuing Annual General Meeting ('AGM') of the Company and whose names appears in the register of Members as on the Book Closure/ Record Date. Board has proposed 40% dividend in current fiscal to celebrate the Golden Jubilee of the Company. The name change of Company is likely to represent more in terms of its strength, domain and core competence.

The total outflow, on account of equity dividend, will be 385.22 Lakhs-via-a-via Rs. 192.61 Lakhs for the Financial year 2019-20.

AMOUNT, IF ANY, WHICH THE BOARD PROPOSES TO CARRY TO ANY RESERVES.

Appropriations to general reserve for the financial year ended March 31, 2021 as per standalone financial statements are as under:

(In Lakhs)

The Board of Directors of your Company has decided not to transfer any amount to the Reserves for the year under review.

CHANGES IN SHARE CAPITAL, IF ANY

The paid up Equity Share Capital as on March 31, 2021 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 JV/Associate Company.

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 as Annexure II.

In accordance with Section 136 of the Act, the financial statements of the subsidiary and associate companies are available for inspection by the members at the Registered Office of the Company during business hours on all days except Saturdays, Sundays and public holidays upto the date of the AGM. Any member desirous of obtaining a copy of the said financial statements may write to the Company Secretary at the Registered Office of the Company. The financial statements including the CFS, and all other documents required to be attached to this report have been uploaded on the website of the Company at www.ommetals.com.

The policy on determining material subsidiaries may be accessed on the website of the Company at http://www.ommetals.com/#/policies and Om Metals Consortium Private Limited has ceased to become material subsidiary of the Company. M/s Worship Infraprojects Private Limited has became the material subsidiary of the Company w.e.f 1.04.2021

Apart from this, your Company funded its subsidiaries/JV's, from time to time, as per the fund requirements, through loans, guarantees and other means to meet working capital requirements.

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 6.45 lakh sqft with expected realization of 'INR 10000-12000/ sqft. OMIL has invested INR 1.6 bn for land and development cost is expected to be Rs 4 bn. The company expects to generate Rs 6.0 bn of Revenue from this project over next 2-3 years, which translates into pretax profits of Rs1.3bnappx. After completion of structure of building, last mile land scaping, value addition, interior and finishing work is going on in full swing as per policies/bye laws and within legal framework.

HIGH TERRACE REALTY PRIVATE LIMITED( FORMALLY KNOWN AS OM METALS REAL ESTATE PRIVATE LIMITED)- This wholly owned Subsidiary Company formerly known as Om Metals Real Estate Private Limited is holding stakes in different SPV's and different subsidiaries for different projects in different locations. Majority of the inventory held by the SPV's has been sold and SPV have refunded back the sum advanced by High Terrace Realty Private Limited and consequently High Terrace Realty Private Limited refunded the entire sum advanced by Om Infra Limited.

CHAHEL INFRASTRUCTURES LIMITED - The Company has substantial stake totaling to 94.46%, this Company has earmarked for the development of sea port in Pondicherry. After the non clearance of the project we have moved for arbitration proceedings there our as well as of Govt. of Pondicherry claims remain unconsidered.

WORSHIP INFRAPROJECTS PRIVATE LIMITED (earlier known as OM METALS SPML INFRAPROJECTS PVT LTD) - This is wholly owned Subsidiary Company. The Company had Completed 457 Cr Kalisindh Dam project in this SPV earned qualification of dam construction. This company was made wholly owned subsidiary of Om Infra limited and this company in JV with Om Infra Limited has secured a work contract of Isarda dam in Rajasthan worth Rs550cr and the progress of the project is good.

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 was formed to executea multi product SEZ in Pondicherry where 840 acre land has been acquired and balance 26 acre is pending. After the non clearance of this project we have been negotiating with UITL to unlock value of financial and real estate assets.

BHILWARA JAIPUR TOLL ROAD PRIVATE LIMITED- This SPV where Om Infra Limited 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 Infra 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. Private vehicles were made toll free wef 1.4.2018 by state govt and we have terminated the concession agreement for breach of contract by Government and submitted our claims of Rs 578 cr.

• Company has got interim relief which it sought under section 17 of arbitration act from Arbitrator in its road SPV (Special Purpose Vehicle) project - Bhilwara Jaipur Toll Road Pvt. Ltd

• The Arbitrator after due hearings under section 17 of arbitration act in this case issued an award on Oct 30, 2019 directing the PWD - Rajasthan Govt to deposit Rs 191 crore in escrow account and take back the possession of state highway but PWD have preferred appeal in commercial court in Rajasthan against the interim award.

• State Govt has now taken over the road on 15 June 2021 in compliance of High court order dated 12.10.20 by making partial payment of Rs.15.79 cr and started collecting toll thru its agency RSRDC - our outgoing in debt servicing is relaxed as of now.

• Regular arbitration proceedings as per Arbitration act is going on and claim of termination payment of Rs 378 crore (other than debt due )is in process of hearings

• As per termination of Concession Agreement, the State Govt of Rajasthan is liable to pay termination payment which includes debt due and 150% of the adjusted equity as per clause in concession agreement but PWD's appeal in commercial court is pending for hearing. We are awaiting positive development soon.

GURHA THERMAL POWER COMPANY LIMITED- This company as a 50% JV of Om Infra has a lignite based thermal project in Rajasthan. Due to abnormal delay at the end of Government, The Company have intimated its stand of terminating the project from its side. Our compensation and claim is pending for decision in Tribunal.

GUJRAT WAREHOUSING PRIVATE LIMITED- This SPV was incorporated for the development of silo for storing wheat for FCI. The land acquisition is complete and ground breaking and civil structure work going on.

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 mnsqft(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 completed and our last leg of some payment is pending and BG's are requested to be released.

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(knowledge city) in Vikram Udyogpuri at Ujjain. The progress of the contract is very smooth and project is almost completed and our last leg of some payment is pending and BG's are requested to be released.

WEST BENGAL LOGISTIC PRIVATE LIMITED- This SPV was incorporated for the development of silo for storing wheat for FCI. We have got approval from FCI to dilute our majority stake in this company.The other JV partner is fully looking into this project.

UTTAR PRADESH LOGISTIC PRIVATE LIMITED- This SPV was incorporated for the development of silo for storing wheat for FCI. We have got approval from FCI to dilute our majority stake in this Company. The other JV partner is fully looking into this project.

BIHAR LOGISTIC PRIVATE LIMITED- This SPV was incorporated for the development of silo for storing wheat for FCI. The land acquisition is complete and ground breaking and civil structure work going on.

OM WIPL JV, ISARDA: This JV has been developing project for the Construction of Isarda Dam across Banas RiverinTonk District and Om infra Ltd is executing the contract on sub contract basis on arms length pricing.

OMIL JV : The water resource deptt ,Punjab has allotted a work contract of Rs.554 cr in this JV where Om infra has a majority stake and this JV has sub contracted the work to Om infra Ltd on arms length basis .

OMIL JWIL VKMCPL JV - This JV has been allotted the contract at Madhya Pradesh and Om infra has majority stake and the JV is developing the project and Jindal water is responsibly executing the project on arms length basis.

Om Metal SPML JV ( Ghana) - This Jv has been executing the project in Africa, Ghana and the project is in last leg of completion. Om Infra is taking the lead in execution of the project

Om Metal SPML Joint venture ( Rwanda) - This Jv has been executing the project in Africa , rwanda and the project is in advanced stage of completion. Om Infra is taking the lead in execution of the project .

ULTRAWAVE PROJECTS PRIVATE LIMITED - This Company formerly known as Om Metals Infotech Pvt Ltd has industrial land in Jaipur and the long drawn legal hurdle has been sorted out by out of court settlement. The subdivision of land has been obtained from RIICO and some plots has been sold.

MEGA EQUITAS PRIVATE LIMITED - This Company formerly known as Om Metals Developrs Private Limited entered into a JV with Mahindra Life space for a residential project in Hyderabad. Mahindra owns 80% of the built-up area rights in the 10-acre premium residential project called 'Ashvita', and OMDPL holds the rights to the remaining area. The 20% share of built-up area under OMIL is 80000 sqft and realization is '4500/sq.ft.(0.36 Bn INR). The project is sold out.

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-subsidiaries.pdf

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the provisions of Companies Act, 2013(hereinafter referred to as "the Act"), Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as "Listing Regulations") and applicable Accounting Standards, the Audited Consolidated Financial Statements of the Company for the financial year 2020-21, together with the Auditors' Report form part of this Annual Report.

Companies which became / ceased to be Company's Subsidiaries, Joint Ventures or Associate Companies:

• Companies which have become subsidiaries, Joint Ventures or Associate Companies during the financial year 2020-21:

OMIL JV

• Companies which has ceased to be the Subsidiaries/Step Subsidiary, Joint Ventures or Associate Companies during the financial year 2020-21:

NIL

MATERIAL CHANGES AND COMMITMENTS, IF ANY, BETWEEN BALANCE SHEET DATE AND DATE OF DIRECTORS' REPORT

There were no material changes and commitments between the end of the financial year of the Company to which the Financial Statements relates and date of Directors' Report affecting the financial position of the Company, other than those disclosed in this report and The outbreak of corona virus (COVID-19) pandemic globally and in India is causing significant disturbance and slowdown of economic activity. Operations and revenue have been impacted due to COVID-19.

Details of Acquisitions made after Balance Sheet Date and before Date of Director's Report:

1. The Company has acquired additional 49% shareholding of M/s Bihar Logistics Private Limited by way of acquisition of Equity Shares, thereby making it as 99 % subsidiary company.

2. The Company has Acquire additional 24.99 % shareholding of M/s Gujrat Warehousing Private Limited by way of acquisition of equity shares, thereby making it as 99 % subsidiary Company.

INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

Pursuant to the applicable provisions of the Companies Act, 2013, read with the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ('the rules'), all unpaid dividends are required to be transferred by the Company to the IEPF established by the Government of India, after the completion of seven years. Further, according to the rules, the shares on which dividend has not been paid or claimed by the shareholders for seven consecutive years or more shall also be transferred to the demat account of the IEPF authority. During the Year 2020-21, the Company has transferred Rs. 28,055.00 unclaimed and unpaid dividends to the IEPF Fund.

Further, 12,063 corresponding share in respect for which dividend was unclaimed for seven consecutive years or more were transferred to the demat account of the IEPF authority in the Financial Year 2020-21 pursuant to the provisions of Section 124(6) of the Companies Act, 2013 and the rules there under.

Shareholder can check Details of their Unpaid and unclaimed amount on the website of the IEPF Authority i.e. http://www.iepf.gov.in/and can also check updated details of their shares on website of the Company and Pursuant to the Rule 5(8) of Investor Education and Protection Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, the Company has uploaded the details of unpaid and unclaimed amounts lying with the Company as on date of last Annual General Meeting on the website of the Company www.ommetals.com.

Further information related to IEPF and details of Nodal and deputy Nodal officer were disclosed in Corporate Governance Report forming part of this Annual Report.

MEETINGS OF THE BOARD OF DIRECTORS

Six 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. The maximum interval between any two meetings did not exceed 180 days, as per extension issued by Ministry of Corporate affairs and SEBI.

The Ministry of Corporate Affairs ("MCA") vide its General Circular No. 11/2020 dated ^24th March, 2020 and SEBI vide circular No. SEBI/HO/CFD/CMD1/CIR/P/2020/38 dated March 19, 2020 has extended gap between two consecutive meetings of the Board to 180 days during the Quarter - April to June 2020 and Quarter - July to September, 2020, instead of 120 days as required in the Companies Act 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

DIRECTORS' RESPONSIBILITY STATEMENT

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 directors 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 2020-21.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

The constitution of Board of Directors and KMP of the Company during the year 2020-21 is as under:

* Shri Gopi Raman Sharma was Re-appointed as a Non-Executive Independent Director of the Company in the Extraordinary General meeting of the Company held on 10^th March, 2021 for a further term not exceeding Five (5) consecutive years from 11th March, 2021 to 10th March, 2026.

** Mr. Naresh Kumar Paliwal has resigned from the post of directorship w.e.f. 03^rd June, 2020.

*** Appointment of Mr. Vaibhav Jain w.e.f. 2^nd September, 2020.

The Board on the recommendation of Nomination and Remuneration Committee appointed Mr. Vaibhav jain as the Independent Director of the Company which was further ratified by the Members of the Company in the Annual General Meeting held for the Financial Year 2019-20.

Mr. Vaibhav Jain is experienced technocrat with diversified business and job experience in Operations, finance, Business Development, etc in fields such as Manufacturing, Trading, Greenfield EPC, Contract management in various industries like Power, Water, Construction, IT etc. He has an experience of around 10 years and has the exposure to the various aspects of companies. He has worked as a business analyst on multiple UD Fed Govt IT projects .He has the ability to understand the business sense at the core. He holds a Bachelors' Degree Technology from the University of Rajasthan and a Masters degree from Duke University, United States.

Shri Gopi Raman Sharma on the recommendation of the Nomination and Remuneration Committee and the Board was Re-appointed as a Non-Executive Independent Director of the Company in the Extra-ordinary General meeting of the Company held on 10th March, 2021 for a further term not exceeding Five (5) consecutive years from 11th March, 2021 to 10th March, 2026.

Shri Gopi Raman Sharma holds a degree in MBA, LLB, LLM &M.Sc.(Hons.) in Dairy Technology and has immense knowledge & experience in the field of Banking, Finance, Legal and Social Welfare; He has been Vice Chairman of ANaRDe Rural Support Programme of India. He had extended legal services to the various Banks and Corporates. He has been associated with various Committees with RBI and NABARD and has rich experience in Nationalized and Development Banks. His specific skills and his participation in the Board/Committee deliberations helps the Board and the Company in attaining its objectives.

In terms of Section 152 of the Companies Act, 2013 Mr. Sunil Kothari shall retire at the ensuing Annual General Meeting and being eligible, offer himself for re-appointment.

In the opinion of the Board, all our Independent Directors possess requisite qualifications, experience, expertise and hold high standards of integrity for the purpose of Rule 8(5)(iiia) of the Companies (Accounts) Rules, 2014. List of key skills, expertise and core competencies of the Board, including the Independent Directors, is provided in the Corporate Governance report forming part of this Annual Report.

DISCLOSURES FROM INDEPENDENT DIRECTORS

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.

That Independent Directors has Complied with the Code for Independent Directors prescribed in Schedule IV to the Companies Act, 2013 and also on compliance of Code of Conduct for directors and senior management personnel.

In terms of Regulation 25(8) of the Listing Regulations, the Independent Directors have confirmed that they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties.

During the year under review, the non-executive directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees, and reimbursement of expenses, if any.

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 objective of this evaluation process is constructive improvement in the effectiveness of Board, maximise its strengths and tackle weaknesses, if there are any.

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, frequency of meetings and time allocated for discussions at 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. Performance evaluation of independent directors was done by the entire Board, excluding the independent director being evaluated.

FAMILARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

To familiarize the Independent Directors with the strategy, operations and functions of our Company, the executive directors/ senior managerial employees make presentation to the Independent Directors about the company's strategy, operations etc. Independent Directors are also visiting factories and branch offices to familiarize themselves with the operations of the company and to

offer their specialized knowledge for improvement of the performance of the company. Further, at the time of appointment of an Independent director, the company issues a formal letter of appointment outlining his/ her role, function, duties and responsibilities as a director. The format of the letter of appointment is available at our website www.ommetals.com

The Policy of the familiarization programme of Independent Directors is put up on the website of the Company at the link: http://www.ommetals.com/#/financial-news

NOMINATION AND REMUNERATION COMMITTEE

As per the section 178(1) of the Companies Act, 2013 the Company's Nomination and Remuneration Committee comprises of following Non-executive Directors as under:

• Mr. Vaibhav Jain was appointed as Independent Director of the Company w.e.f. 2^nd September, 2020 and he was also appointed as the member of the Nomination and Remuneration Committee from the same date.

**Mr. Naresh Kumar Paliwal has resigned from the post of directorship w.e.f. 03rd June, 2020 and ceased to be the member of the Nomination and Remuneration Committee from the same date.

Details of the Nomination & Remuneration Committee, terms of reference of this Committee are given in the Corporate Governance section of the annual report which forms part of the Director's Report.

The Nomination and Remuneration Policy of the Company forms part of this report as Annexure IV and the same is being uploaded on the Company's website and can be accessed at: http://www.ommetals.com/#/policies

Criteria for determining qualifications, positive attributes and independence of a Director

In terms of the provisions of Section 178(3) of the Act, and Regulation 19 of the SEBI Listing Regulations, the NRC has formulated the criteria for determining qualifications, positive attributes and independence of Directors, the key features of which are as follows:

• Qualifications - The Board nomination process encourages diversity of thought, experience, knowledge, age and gender. It also ensures that the Board has an appropriate blend of functional and industry expertise.

• Positive Attributes - Apart from the duties of Directors as prescribed in the Act the Directors are expected to demonstrate high standards of ethical behaviour, communication skills and independent judgment. The Directors are also expected to abide by the respective Code of Conduct as applicable to them.

• Independence - A Director will be considered independent if he / she meets the criteria laid down in Section 149(6) of the Act, the Rules framed there under and Regulation 16(1)(b) of the SEBI Listing Regulations.

The Directors affirm that the remuneration paid to Directors, KMPs and employees is as per the Remuneration Policy of the Company.

The Managing Director of the Company has not received any remuneration or commission from any of the subsidiary companies.

Remuneration to Executive Directors:

The remuneration paid to Executive Directors is recommended by the Nomination and Remuneration Committee and approved by Board in Board meeting, subject to the subsequent approval of the shareholders at the General Meeting and such other authorities, as may be required. The remuneration is decided after considering various factors such as qualification, experience, performance, responsibilities shouldered, industry standards as well as financial position of the Company.

Remuneration to Non Executive Directors:

The Non Executive Directors are paid by way of Sitting Fees. The Non Executive Directors are paid sitting fees for each meeting of the Board and its committees.

The policy under sub section (3) of section 178 of the Companies Act, 2013, adopted by board is appended as Annexure IV to the Directors' Report.

The Remuneration to Executive Directors and KMP are in affirmation of the Nomination and Remuneration Policy.

The information required under Section 197 of the Act read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force) in respect of Directors/employees of the Company is set out in the Annexure IVB to this report.

AUDIT COMMITTEE

According to Section 177 of the Companies Act, 2013 the Audit Committee is comprised of the following directors:

* Mr. Vaibhav Jain was appointed as Independent Director of the Company w.e.f. 2^nd September, 2020 and he was also appointed as the member of the Audit Committee from the same date.

** Mr. Naresh Kumar Paliwal has resigned from the post of directorship w.e.f. 03rd June, 2020 and ceased to be the member of the Audit Committee from the same date.

All members of the Audit Committee are financially literate and have experience in financial management. All the recommendations made by the Audit Committee were accepted by the Board of Directors of the Company.

The Company Secretary of the Company acts as the Secretary to the Audit Committee.

Details of the Audit committee, terms of reference of the audit committee and of the company are given in the Corporate Governance section of the annual report which forms part of the Director's Report.

Statutory Auditors

At the AGM held in the year 2017, M/S Mahipal Jain & Co., Chartered Accountants (Registration No.007284C) was appointed as statutory auditors of the Company for a term of 5 years from the financial year 2017-18. The Companies Amendment Act, 2017 has waive-off the requirement of annual ratification. The Company has received letter from them to the effect that their continuation is within the prescribed limits confirming that they are not disqualified for such appointment pursuant to the Companies Act, 2013 and applicable statutory provisions.

Pursuant to provisions of Section 143(12) of the Companies Act, 2013, the Statutory Auditors have not reported any incident of fraud to the Audit Committee during the year under review.

The Auditors' Report for the Financial Year ended 31^st March, 2021 on the Financial Statements of the Company is a part of this Annual Report.

Independent Auditors' Report

The Auditors' Report to the members on the Accounts of the Company for the financial year ended March 31, 2021 contain with the qualification/reservation/adverse remark/ disclaimer which are replied by the Board of Directors hereunder:

Auditors Remark -1

In the standalone financial statements, the Company's non-current investments as at 31 March 2021 include investments aggregating Rs. 488.45 Lacs in a subsidiary; being considered good and recoverable by the management considering the factors stated in the aforesaid note.

However, this Subsidiary has accumulated losses and its net worth is fully eroded. Further, this subsidiary is facing liquidity constraints due to which they may not be able to realize projections made as per their respective business plans, thus we are unable to comment upon the carrying value of these non-current investments and recoverability of the aforesaid dues and the consequential impact, if any, on the accompanying standalone financial statements. Further we have received unaudited Financial Statements of Subsidiary for the year ended on 31.03.2021.

The recoverability of the said investment is in doubtful in our opinion.

Such matter is pending and reported since 31.03.2019.

Board's Resolve-

Chahel Infrastructure Limited, a subsidiary, which is holding 94.46% share in the Company has incurred losses during their past years but the Board of directors are in view that the said subsidiary Company may receive projects in future based on its experience which will generate revenue in future and such losses will be recovered. Therefore, based on certain estimates like future business plans, growth prospects and other factors, the Directors believes that the

realizable amount of subsidiary is fully recoverable due to which these are considered as good and recoverable.

Auditors Remark - 2

In the standalone financial statements, the Company's non-current investments as at 31 March 2021 include investments aggregating Rs. 5187.20 Lacs and advances of Rs. 10992. 68 Lacs (P.y. 10702.18 Lacs) as well as non-current in two joint ventures & one associates namely Gurha Thermal Power Company Ltd., Sanmati Infra Developers Pvt. Ltd. and Bhilwara Jaipur Toll Road Private Limited ; being considered good and recoverable by the management considering the factors stated in the aforesaid note.

Both joint ventures has filed termination to their respective authority and claimed the amount invested and termination payments as per concession agreement. But company's operating only on behalf of respective authority and is not booking any expenses and revenue in books after termination. So far as this matter indicates material uncertainty about the going concern of these joint ventures.

In our view, recoverability of the amount invested and advance provided not certain but no provisioning has been made against such diminishing of investment and loans. No Interest has been provided by the company on advances grant to two joint ventures during the year.

Board's Reply-

Such amount will be recovered once the claim filed by joint ventures get settled.

Auditors Remark - 3

Financial Statements includes financial statements of one overseas branch and one joint ventures, whose financial statements reflect total assets of one branch Rs.512.22 Lacs as at 31 March 2021, and total revenues of Rs. 0.00 and Net Loss of one branch and one joint ventures of Rs.196.53 Lacs for the year ended on that date, as considered in these standalone financial statements. The Company had prepared separate set of statutory financial statements of these branch and joint ventures for the years ended 31 March 2021 in accordance with accounting principles generally accepted in India. Audited financial statements of such entities are not made available to us. Our opinion in respect of these joint ventures and branch is qualified in respect of this matter.

Board's Reply-

Such Balance sheets cannot be audited because pandemic and covid 19. We will get these audited after pandemic position gets better.

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 Mr. Brij Kishore Sharma, Partner, M/s B K Sharma & Associates, a firm of Company Secretaries in Practice, to conduct Secretarial Audit of the Company. The Report of the Secretarial Audit in Form MR-3 for the financial year ended March 31, 2021 is enclosed as Annexure V to this Report. There are no qualifications, reservations or adverse remarks made by the Secretarial Auditor in his report.

Secretarial Compliance Report

In accordance with Regulation 24(A) of the Listing Regulations, the Company has engaged the services of Mr. Brij Kishore Sharma (CP No. 12636), Practicing Company Secretary and Secretarial Auditor of the Company for providing this certification and the same has been annexed as Annexure - VII to the Board's Report forming part of this Annual Report.

Cost Auditor

The Company is required to maintain cost records for certain products as specified by the Central Government under sub-section (1) of Section 148 of the Act, and accordingly such accounts and records are made and maintained in the prescribed manner.

Pursuant to the provisions of Section 148 of the Companies Act, 2013 and as per the Companies (Cost Records and Audit) Rules, 2014 and amendments thereof, the Board, on the recommendation of the Audit Committee, has approved the appointment of M/s. M. Goyal & Co., Cost Accountants as the Cost Auditors for the Company for the financial year ending March 31, 2022 and the Company has received Consent from M/s. M. Goyal & Co., Cost Accountants to act as Cost Auditor for Conducting Audit of the Cost Records for the Financial Year 2021-22 along with a certificate confirming their Independence and Arm's Length Relationship.

The due date for filing the Cost Audit Report of the Company is within 180 days from the end of the accounting year.

In accordance with the requirement pursuant to Section 148 of the Act, your Company carries out an annual audit of cost accounts. The Cost Audit Report and the Compliance Report of your Company for FY21, was filed with the Ministry of Corporate Affairs through Extensive Business Reporting Language (XBRL) by M/s M. Goyal & Co., Cost Accountants.

A proposal for ratification of remuneration of the Cost Auditor for financial year 2021-22 is to be placed before the shareholders at the ensuing 49^th Annual General Meeting.

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

The particulars as prescribed under sub-section (3)(m) of Section 134 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014, 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.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

As per Section 177(9) and (10) of the Companies Act, 2013, and as per regulation 22 of the Listing Regulations, the Company has established Vigil Mechanism for directors and employees to report genuine concerns and made provisions for direct access to the Chairperson of the Audit Committee and provide for adequate safeguards against victimization of director(s) / employee(s) who avail of the mechanism. Company has formulated the present policy for establishing the vigil mechanism/ Whistle Blower Policy to safeguard the interest of its stakeholders, Directors and employees, to freely communicate and address to the Company their genuine concerns in relation to any illegal or unethical practice being carried out in the Company. The said policy has been also put up on the website of the Company at the following link: http://www.ommetals.com/#/policies

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- Liquidity risk, Interest rate risk, Credit risk, Commodity price risk, foreign currency fluctuation risk, Market risk, Salary risk, Interest risk, Investment risk, Health, Safety And Environment Risks, Political, Legal And Regulatory Risks, fraud and cyber security and Other Operational Risks 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 of the 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, access 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.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013

The Company 'Om Infra Limited', being engaged in infrastructural business is exempted from the provisions of Section 186 of the Companies Act, 2013 related to a loan made, guarantee given or security provided, however particulars of Loans & guarantees given, investments made and securities provided have been disclosed in the financial statements forming part of this Annual Report.

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 Audit Committee, Board of Directors & Shareholders was obtained wherever required.

The particulars of contracts or arrangements with related parties referred to in Section 188(1) and applicable rules of the Companies Act, 2013 in Form AOC-2 is provided as Annexure VI to this Annual Report.

There are no person(s) or entities forming part of the Promoter(s)/Promoter(s) Group which individually directly hold 10% or more shareholding in the Company except T C Kothari & Family Trust, which is holding 11.85% shareholding in the Company.

Pursuant to Regulation 23(9) of the Listing Regulations, your Company has filed half yearly report on Related Party Transactions with the Stock Exchanges, for the half year ended 30 September, 2020 and March 31, 2021.

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/#/policies

The details of the related party transactions as per Indian Accounting Standards (IND AS) - 24 are set out in Standalone Financial Statements of the Company.

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 during the year and Annual Report on CSR Activities are set out in Annexure III of this Report. The Policy is available on the website of the Company on the following link:

http://www.ommetals.com/#/policies

The Composition of the Corporate Social Responsibility Committee are given below:

* Mrs. Saloni Kala ceased to be Chairman w.r.f 31.03.2021 and Mr. Gopi Raman Sharma became Chairman w.e.f. 01.04.2021

Company Secretary of the Company shall act as the Secretary to the Corporate Social Responsibility Committee.

Further details regarding Corporate Social Responsibility Committee is are given in the Corporate Governance section of the Annual Report which forms part of the Director's Report.

ANNUAL RETURN

In accordance with section 134(3)(a) and section 92(3) of the Act, an Annual Return as at 31 March 2021 in Form MGT7 is posted on website of the Company. Annual Return pursuant to applicable provisions of the Act is posted in section of investors, corporate governance on the Company's website or link https://www.ommetals.com/#/agm

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The information required under Section 197 of the Act read with rule 5(1), 5(2) and 5(3) of the Companies (Appointment and Remuneration of managerial Personnel) Rules, 2014 are given in ANNEXURE IVB forming part of this report.

The Company does not have scheme or provision of money for the purchase of its own shares by employees/directors or by trustees for the benefit of employees/directors.

List of top ten employees in termsof remuneration drawnisalsogiven in ANNEXURE IV B

The Company has complied with the applicable provisions of the Secretarial Standards issued by the Institute of Company Secretaries of India with respect to general and Board meetings.

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:

PERSONNEL

The Labour Management relation has been cordial during the year under review.

HUMAN RESOURCES MANAGEMENT

Our professionals are our most important assets. We are committed to hiring and retaining the best talent and being among the industry's leading employers. For this, we focus on promoting a collaborative, transparent and participative organization culture, and rewarding merit and sustained high performance. Our human resource management focuses on allowing our employees to develop their skills, grow in their career and navigate their next.

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 31st March, 2021 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. The following is the Summary of Sexual Harassment complaints received during the year ended 31st March, 2021 in this regard.

(a) Number of complaints pending at the beginning of the year: NIL

(b) Number of complaints received during the year: NIL

(c) Number of complaints disposed off during the year: NIL

(d) Number of cases pending at the end of the year: NIL

HEALTH, SAFETY AND ENVIRONMENT

The safety excellence journey is a continuing process of the Company. The safety of the people working for and on behalf of your Company, visitors to the premises of the Company and the communities we operate in, is an integral part of business. We have taken several conscious efforts to inculcate a safer environment within place of work.There is a strong focus on safety with adequate thrust on employees' safety.

The Company has been achieving continuous improvement in safety performance through a combination of systems and processes as well as co-operation and support of all employees.

LISTING

The Equity Shares of the Company continue to remain listed with the National Stock Exchange of India (NSE) and Bombay Stock Exchange (BSE). The listing fees of the exchanges for the financial year 2021-22 have been paid.

CREDIT RATING

During the year under review, CARE has downgraded your Company's credit ratings as below:

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In terms of provisions of Regulation 34(2)(e) of Securities and Exchange Board of India (Listing Obligations and Disclosure) Regulations, 2015, the Management Discussion and Analysis is presented in a separate section forming part of the Annual Report.

It provides details about the overall industry structure, global and domestic economic scenarios, developments in business operations/ performance of the Company's various businesses viz., decorative business, international operations, industrial and home improvement business, internal controls and their adequacy, risk management systems and other material developments during the financial year 2020-21.

DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

The Company has Internal Financial Controls which are adequate and were operating effectively. The controls are adequate for ensuring the orderly and efficient Conduct of the Business, including adherence to the Company's policies, the safeguarding of assets, the prevention and detection of Fraud and errors, the accuracy and completeness of accounting Records and timely preparation of reliable financial information.

The Audit Committee regularly reviews the adequacy and effectiveness of the internal controls and internal audit function.

BUSINESS RESPONSIBILITY REPORT

Regulation 34(2) of the Listing Regulations provides that the Annual Report of the Top 1000 listed entities based on market capitalization (calculated as on March 31 of every financial year), shall include a Business Responsibility Report ("BRR"). Since your Company, does not feature in the Top 1000 listed entities as per market capitalization as on March 31, 2021, the Business Responsibility Report for the financial year 2020-2021 does not form a part of the Annual Report.

CORPORATE GOVERNANCE

The 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. In Compliance with Regulation 34 of the Listing Regulations a separate section on Corporate Governance along with certificate from BK Sharma and Associates, Practicing Company Secretaries confirming compliance forms part of the Annual Report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant material orders passed by the regulators/courts/tribunals which would impact the going concern status of the Company and its future operations. The income tax raid / investigation conducted in July 2020 is under appraisal and the proceedings are in progress.

DEPOSITS

During the Year under review, your company has not accepted any Deposits within the meaning of Section 73 and 74 of Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rule, 2014 and, as such, no amount of principle or interest was outstanding as of the Balance Sheet date.

The Company has received an unsecured Loan of Rs. 307 Lacs from Mr. Sunil Kothari, Director of the Company during the Financial Year 2020-21 and Mr. Sunil Kothari has submitted a declaration in writing that the amount is not being given out of funds gathered or collected by borrowing or accepting loans or deposits from others and hence the Loan received is not treated as deposit under Section 73 and 74 of Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rule, 2014.

ACKNOWLEDGEMENTS

Your Directors deeply appreciate the valuable co-operation and continued support extended by the Company's Bankers, Financial Institutions, Government agencies, Collaborators, Stockiest, Dealers, Business Associates, and also the contribution of all employees to the Company.

The Directors mourn the loss of life due to COVID-19 pandemic and are deeply grateful and have immense respect for every person who risked their life and safety to fight this pandemic.

The Directors appreciate and value the contribution made by every member of the Om family.