AFFLUENCE

BOARDS' REPORT

DEAR SHAREHOLDERS,

Your Directors have pleasure in presenting the 32nd Annual Report on the business and operations of the Company, together with the Audited Annual Accounts for the financial year ended March 31, 2015.

CARRY TO RESERVE

Your Board of directors does not propose any amount to be carried to any reserve.

RECOMMENDATION OF DIVIDEND

Your management has decided to redeploy the profit generated during the year into the business of the Company. Hence, your Board of Directors does not recommend any dividend for the financial year 2014-15.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING

FINANCIAL POSITION

In opinion of the Board, there has been no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year to which the financial statements relate and the date of this Report

CHANGE IN THE NATURE OF BUSINESS

There has been no change in the nature of business of the Company during the year under review. The main business activity of the Company continues to be manufacturing and supply of automotive components and parts. The Company has some revenue generated from its wind power project. However, contribution to total turnover of such revenue is very insignificant. Notwithstanding the aforementioned, the Company is continuously exploring the possibility of venturing into new business areas to minimise its business risks. At opportune time, the Company may diversify into new business areas.

STATE OF THE COMPANY'S AFFAIRS, OPERATIONS AND FUTURE  PROSPECTS OF THE COMPANY

During the year under review, the company did reasonably well as compared to the previous year. The Total Turnover/ Sales and Other Income of the Company were Rs. 1011 Crores as against Rs. 985 Crores for the previous financial year. The Company recorded a net profit of Rs. 8.26 Crores as against a net loss of Rs. 6.26 Crores during the previous financial year. The EPS thus has been recorded at 3.86 as compared to (2.93) for the previous financial year.

For further detail refer to Management Discussion & Analysis and Corporate Governance Report that forms part of this Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In terms of Clause 49 of the Listing Agreement with the stock exchanges, Management Discussion and Analysis Report has been provided separately,which forms part of this Report and the Annual Report.

CORPORATE GOVERNANCE

Accountability, fairness and transparency are the cornerstones of good Corporate Governance practices. These are the building blocks of an organization. Your Company believes and practices the same philosophy. Corporate governance is all about effective management of relationship among all the stakeholders i.e. shareholders, management, employees, customers, vendors, regulators and the community at large. Your company places prime importance on reliable financial information, integrity, transparency, empowerment and compliance with the law in letter and spirit.

Recently, the regulators have also emphasised on the requirement of good corporate governance practices in corporate management. Your company also takes proactive approach and revisits its governance and practices from time to time so as to meet business and regulatory requirements.

Compliance with Clause 49 of the Listing Agreement for the year 2014-15 has been given in the Corporate Governance Report, which is attached to, and forms part of, this Report. The Auditor's certificate on compliance with corporate governance norms is also attached thereto.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board of Directors of the company has an optimum combination of executive and non-executive directors and also has independent directors and woman director in compliance with the legal requirement. Further, in terms of Section 203 of the Companies Act, 2013, the Company has also appointed Key Managerial Personnel in compliance with the said section.

During the year under review, Mr. Jatender Kumar Mehta, Managing Director; Mr. Ravinder Mehta, Managing Director; Mrs. Sakshi Kaura, Whole-time Director (now re-designated as Managing Director); Mr. Jagdish Chandra Jhuraney, Whole-time Director (now resigned); Mr. Pushpendra Kumar Bansal, Chief Financial Officer and Mr. Sanjeev Kumar, Company Secretary (now resigned) were designated as the Key Managerial Personnel of the Company. Mr. Sanjeev Kumar, has resigned from his office w.e.f. 25th August, 2014. The Board has appointed Mr. Sanjeeb Kumar Subudhi as the Company Secretary and the Compliance Officer of the Company w.e.f. 10th September, 2014 who is also a Key Managerial Personnel. Mr. Ramesh Bahadur Singh, appointed as Whole-time Director of the company w.e.f. 23rd January, 2015.

The shareholders of the Company have confirmed the appointment of Mr. Suresh Chand Mathur, Dr. Ramesh Chandra Vaish, Dr. Triloki Nath Kapoor and Dr. Lalit Bhasin as independent directors by the Board. Further, the Board has also appointed Mr. Deep Kapuria as an additional director in the category of Independent Director into the Board, in its meeting held on 10th November, 2014.

Mr. Salil Bhandari, director and Mr. Jagdish Chandra Jhuraney, Whole-time Director of the Company have resigned from their respective offices, with effect from 5th August, 2014 and 31st December, 2014 respectively.

After the end of financial year under review, Dr. Lalit Bhasin, Independent Director; Mr. Suresh Chand Mathur, Chairman and Independent Director; Mr. Atul Raheja, Director, Mr. Ramesh Bahadur Singh, Whole-time Director and Mr. Verinder Kumar Chhabra, non-executive director have resigned from their respective offices w.e.f. 20th March, 2015, 22nd May, 2015, 5th June, 2015, 16th July, 2015 and 25th July,  2015 respectively.

Further, appointment of Mr. Deep Kapuria as independent director is subject to the approval of the shareholders in general meeting.

Mr. Deep Kapuria, being additional director, shall hold its office till the date of ensuing Annual General Meeting. Mr. Kapuria has intended to be appointed as regular director of the company and the company has recieved a notice in writing under his hands signifying Mr. Kapuria's candidature as a director and complied with other requirements of Section 160 of the Act read with the Companies (Appointment and Qualification of Directors) Rules, 2014. Your Board recommends regularization of Mr. Kapuria's appointment at the ensuing Annual General Meeting.

MEETINGS OF THE BOARD

During the year under review, 4 (four) meetings of the Board were held on 23rd May, 2014, 24th July, 2014, 10th November, 2014 and 23rd January, 2015 respectively. For other details of Board Meetings and committee meetings, please refer to the Corporate Governance Report attached separately to this report.

COMPOSITION AND RECOMMENDATION OF AUDIT COMMITTEE

The Audit Committee of the Board was reconstituted during the year under review on 23rd January, 2015. Currently, the Audit Committee is composed of three directors as follows:

1. Dr. Ramesh Chand Vaish, Independent Director;

2. Dr. Triloki Nath Kapoor, Independent Director; and

3. Mr. Jatender Kumar Mehta, Executive Director

For other details and changes in composition of the Audit Committee made during the financial year, please refer to the Corporate Governance Report attached separately to this report. There has been no instance wherein the Board had not accepted any recommendation of the Audit Committee.

DIRECTORS' RESPONSIBILITY STATEMENT

In terms of Section 134(3)(c) read with Section 134(5), the directors state that—

(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to 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 at the end of the financial year and of the profit and loss of the company for that period;

(c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) the directors had prepared the annual accounts 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.

STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS

All independent directors have given declarations to the effect that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION

In terms of Section 178(3) of the Companies Act, 2013, upon recommendation of the Nomination and Remuneration Committee, the Board has adopted the Nomination and Remuneration Policy of the Company. Directors' appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and other prescribed matters, are governed by such policy. As per terms of Section 178(4) of the Act, such policy is attached hereto as Annexure - 1 which forms part of this report.

EVALUATION OF PERFORMANCE OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS

The Board is in the process of making the formal annual evaluation of its own performance and that of its committees and individual directors. The Company has convened two separate meetings of Independent Directors wherein the independent directors have already initiated the evaluation of directors. As recently there have been some frequent changes in directorship in the Board, the evaluation process has been delayed a bit. However, the Board is working on the same and it would be completed as soon as possible. As a good corporate governance practice, the Company isalso taking professional advice developing a Policy on formal Board Evaluation. Once adopted by the Board upon recommendation of the Nomination and Remuneration Committee, the Committee shall regulate and implement such policy.

VIGIL MECHANISM

The Company is committed to adhere to the highest standards of ethical, moral and legal conduct of business operations. The Company in its Board Meeting held on 23rd May, 2014, has established a vigil mechanism and has adopted the "Vigil Mechanism/Whistle Blower Policy" of the Company. As per the policy objective, the Company encourages its employees who have concerns about suspected misconduct, to come forward and express these concerns without fear of punishment or unfair treatment. A vigil mechanism provides a channel to the employees and Directors to report to the management concerns about unethical behaviour, actual or suspected fraud or violation of the Codes of conduct or policy. The mechanism provides for adequate safeguards against victimization of employees and Directors to avail of the mechanism and also provide for direct access to the Managing Director/Chairman of the Audit Committee in exceptional cases. Such policy is made available on the website of the Company.

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

Pursuant to Section 135 of the Companies Act, 2013, the Board of directors of the Company, in its meeting held on 23rd May, 2014, has constituted the Corporate Social Responsibility (CSR) Committee of the Board. Pursuant to Section 134(3)(o) and Section 135(2) of the Companies Act, 2013, read with Rule 9 of the Companies (Accounts) Rules, 2014 and Rule 9 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 the details about the policy developed and implemented by the  company on corporate social responsibility initiatives taken during the year, has been provided separately as Annexure - 2, which forms part of this Report.

During the year under review, the Company has not spent the two percent of the average net profit of the last three financial years as mandated under the CSR Rule. As this was the first year of implementation of the CSR policy and there was apprehension in the mind of the management regarding coverage of any activity as CSR activity, in line/ compliance with the CSR policy of the Company and Schedule VII of the Act, adequate number of projects/programs could not been undertaken by the Company during the year. However, as the regulator has clarified many things in this regard recently and the Company is also seeking professional help in this regard, the Company is in a better position now to implement its CSR policy effectively. The unspent amount for financial year 2014-15 would be carried forward to next year for spending on CSR activities.

DEVELOPMENT AND IMPLEMENTATION OF A RISK  MANAGEMENT POLICY

The Board of Directors in its meeting held on 10th November, 2014 has adopted a policy as the Risk Management Policy of the Company with main objective of to ensure sustainable business growth with stability and to promote a pro-active approach in reporting, evaluating and resolving risks associated with the business. The implementation and monitoring of this policy is currently assigned to the Audit Committee of the Board. Though the Board is striving to identify various elements of risk, however, in the opinion of the Board, there has been no element of risk which may threaten the existence of the Company.

AUDITORS

M/s. A. Kumar Gupta & Co., Chartered Accountants was appointed as the Statutory Auditors of the Company at the last Annual General Meeting held on 24th September, 2014. The Auditors shall hold office till the conclusion of the ensuing Annual General Meeting of the Company. M/s. A. Kumar Gupta & Co., has also given a Certificate under section 139 & 141 of the Companies Act, 2013, confirming their eligibility and willingness to accept the office of the Statutory Auditors, if re-appointed. The Board of Directors of your Company, recommend their re-appointment for your approval as Statutory Auditors to hold office from conclusion of the ensuing Annual General Meeting till the conclusion of the next Annual General Meeting of the Company and to fix their remuneration. The Company had appointed M/s. Chandrasekaran Associates, Company Secretaries, as the Secretarial Auditors to conduct Secretarial Audit for the financial year ended 31st March, 2015 in terms of Section 204(1) of the Companies  Act, 2013.

The Company had appointed M/s. Ravi Sahni & Co. as the Cost Auditor of the Company to conduct audit of the cost records of the Company for the financial year ended 31st March, 2015. The Cost Auditor has submitted their report to the Board and shall submit the same to the Central Government.

AUDITORS' REPORT

The Statutory Auditors of the Company has submitted their reports on the consolidated and standalone financial statement of the Company for the financial year ended 31st March, 2015 which are self-explanatory and needed no further comments. There has been no observation or comment of the auditors on financial transactions or matters which has any adverse effect on the functioning of the company; further, there is also no qualification, reservation or adverse remarks or disclaimer in the Auditors' Reports on the consolidated and standalone financial statement of the Company for the financial year ended 31st

March, 2015.

In terms of Section 204(1) of the Act, a secretarial audit report, given by the Secretarial Auditor in prescribed form has been annexed hereto and forms part of this Report. Further, there has been no qualification, reservation or adverse remarks or disclaimer made by the Secretarial Auditors in their report for the financial year ended 31st  March, 2015.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company has one subsidiary company in the name of "GMAX Auto Limited" having its main business activities of manufacturing auto parts and tools, dies, jigs fixtures etc. There was no company which had become or ceased to be the subsidiary, joint venture or associate company of the Company during the year. Apart from one subsidiary, the Company does not have any associate company or joint venture company within the meaning of Section 2(6) of the Companies Act, 2013.

Report on the performance and financial position of the subsidiary:

The subsidiary company, GMAX Auto Limited has Revenue from operations & Other Income for the financial year 2014­15 at Rs. 9114.20 Lac, which is higher by 878.22% over previous year (Rs. 931.71 Lac in 2013-14). Earnings before interest, tax, depreciation and amortization (EBITDA) at Rs. 593.47 Lac, is higher by 267.97% over previous year (Rs. 161.28 Lac in 2013-14). Net Loss for the financial year 2014-15 at Rs. (793.30 Lac), has increased considerably by 134.14% as comparison to previous year i.e. Rs. (338.82 Lac). The subsidiary has incurred the loss primarily due to interest on long term borrowings for capital expenditure and depreciation. Being new manufacturing facility, capacity utilization is relatively low and the subsidiary expects to increase the capacity utilization in coming years and profitability will also improve.

As per Section 129(3) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 and Clause 32 and other provisions of the Listing Agreement, entered into with the Stock Exchanges, a consolidated financial statement of the Company and its subsidiary has been prepared and attached to the standalone financial statement of the Company. The consolidated financial statement has been prepared in accordance with the relevant accounting standards.

A separate statement containing the salient features of the financial statement of the subsidiary, for the Financial Year 2014-15, in Form AOC-1, has been attached along with the financial statement of the Company. A copy of separate audited financial statement in respect of the subsidiary shall be providedupon request by a shareholder.

FIXED DEPOSITS

The Company has not invited or accepted fixed deposits from public during the year under review, under Chapter V of the Companies Act, 2013 and the Rules made thereunder.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS/ COURTS/ TRIBUNALS

There has been no significant and material order passed by any regulator, courts or tribunals impacting the going concern status and operations of the Company in future.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS

For the purposes of effective internal financial control the Company has adopted various policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to company's policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial information. For further discussion on adequacy of internal financial controls, please refer the discussion in Management Discussion & Analysis that forms part of this Report.

LOANS, GUARANTEES AND INVESTMENT

During the financial year under review, the Company has not given any loan or guarantee or made any investment in terms of Section 186 of the Companies Act, 2013.

RELATED PARTY TRANSACTIONS

During the year under review, there was no new transaction with related parties falling under the purview of Section 188 of the Act. All the transactions with the related parties were in ordinary course of business and on arm's length basis, hence, were out of the purview of Section 188 of the Act. All transactions with related parties were duly reviewed by the Audit Committee of the Board.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE OUTGO

In terms of Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of Companies (Accounts) Rules, 2014, a statement containing details of conservation of energy, technology absorption, foreign exchange earnings and outgo, in the manner as prescribed under the Companies (Accounts) Rules, 2014, is given in Annexure - 3 hereto and forms part of this Report.

DISCLOSURE OF PRESCRIBED DETAILS OF DIRECTORS'  REMUNERATION VIS-A-VIS EMPLOYEES REMUNERATION

In terms of Section 197(12) of the Act read with Rule 5(1) 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the ratio of the remuneration of each director to the median employee's remuneration and such other details as are required under such rules are attached separately as Annexure - 4, which forms part of this report.

EXTRACT OF THE ANNUAL RETURN

In terms of Section 92(3) read with Section 134(3)(a) of the Companies Act, 2013, the extract of the annual return in form MGT-9 is annexed herewith as Annexure - 5.

ENVIRONMENT HEALTH AND SAFETY (EHS)

Your Company is committed for adhering best Environmental, Safety & Health Practices during its manufacturing processes. It targets to achieve 100% Environmental Legal Compliances with 100% customer's satisfaction along with continuous trainings and awareness programs on different Environmental Burning Issues from time to time.

Environment, Health and Safety programs in the organization is the prime focus of top management to make safe and healthy work environment. The EHS programs protect the environment, conserve the natural resources, provide safe and healthy conditions for work, and comply with applicable laws and regulations.

All the units of the Company are ISO 14000 and OHSAS 18000 certified and adhere to EMS & Occupational Management Systems. It shows the company's strong commitment towards EHS philosophy, management and practices. In order to ensure effective implementation of OMAX's EHS Policy, the same is systematically communicated across all the levels and the employees are trained in this from time to time to not only build commitment at their levels but also encourage them to be effective promoters of this philosophy and take EHS as one of their key roles in day to day functioning.

The Company is committed for adopting Zero Incident free work environment by following continuous workplace and classrooms trainings, work permit systems, third party safety audits and stringent safety standards in the workplace. Safety and health compliances, start from our gates and occupy the topmost position in the yearly goals of the Company. On the same lines, the Company has taken the following steps in the previous year to show our commitment towards EHS compliances.

The Company targets to maintain minimum Zero Severity Rate and Frequency Rate to achieve Zero injury. All safety compliances being monitored via In-house and third party monthly safety audits to know least non-conformance to ensure our 100% safety compliances for our employees, associates and machinery to improve productivity. A dedicated EHS team is available in each unit under guidance of corporate EHS on day-to-day basis.

All EHS activities are monitored by Monthly EHS MIS review mechanism with allocation of sufficient resources under separate Cost centre for better accountability.

The Company is also dedicated to save our precious natural resources with conservation of water by recycling our effluent after treatment by installing Reverse Osmosis Plants. For continuous monitoring and to operate our all ETP's at highest efficiency we have established dedicated ETP Lab's at all major locations with dedicated ETP Chemist to achieve and fulfil our commitment towards Zero Liquid Discharge.

The Company also ensure 100% disposal of all generated Hazardous wastes as per Pollution Control guidelines. The Company has also started disposal of E-waste to authorized re-cyclers too.

The Company's strength is Employee engagement and under this, celebrations of Environment and Safety Day, Fire & Mock Drills, EHS awareness training programs covering all employees and associates under scheduled classroom and floor level training are conducted. EHS Legal Compliance's training programs are organized for all senior and middle management for better understanding throughout the year to create more vibration amongst the employers so that each every employer took the responsibilities & guide the others about non polluted environment in the world place as well as in the society.

WEBLINK TO IMPORTANT DOCUMENTS/INFORMATION:

The Company has hosted certain policies/documents/ information, including inter alia, Policy for determining 'material' subsidiaries, Policy on dealing with Related Party Transactions, familiarization programmes for Independent Directors etc. as per the requirement of law or otherwise. Following link could be used for accessing such policies/ documents/information.  <http://www.omaxauto.com/other-reports.aspxRs.mpgid> = 42&pgidtrail=81

ACKNOWLEDGEMENT / APPRECIATION

Your Directors place on record their gratitude to the Central Government, State Governments and Company's Bankers for their assistance, co-operation and encouragement extended to the Company. Your Directors also thank and sincerely appreciate the Business Associates and Employees at all levels for their unstinting efforts in ensuring an excellent all around operational performance. Last but not the least the directors would also like to thank valuable shareholders and other stakeholders for their support and contribution. We look forward for your continued support in the future.

For Omax Autos Ltd.

Jatender Kumar  

(Managing Director)

(DIN:00028207)

Mehta Sakshi Kaura

(Joint Managing Director)

(DIN: 02094522)

Place : Gurgaon

Date : 25th July, 2015