Home  »  Company  »  Oberoi Realty  »  Quotes  »  Directors Report
Enter the first few characters of Company and click 'Go'

Directors Report of Oberoi Realty Ltd.

Mar 31, 2015

The Members,

Oberoi Realty Limited,

The Directors have the pleasure of presenting the Seventeenth Annual Report of the Company on the business and operations of the Company, together with the Audited Statement of Accounts for the year ended March 31,2015.

Financial Results

The Company''s performance during the financial year ended March 31,2015 as compared to the previous financial year, is summarised below:

(Rs. in Lakh)

Particulars Consolidated Standalone

2014-15 2013-14 2014-15 2013-14

Revenue from operations 92,266.75 79,845.45 69,924.06 62,255.70

Other income 1,749.05 5,706.03 6,181.49 8,329.88

Total revenue 94,015.80 85,551.48 76,105.55 70,585.58

Expenses 40,887.92 36,367.67 30,079.61 27,251.23

Profit before interest, depreciation, amortization 53,127.88 49,183.81 46,025.94 43,334.35 and taxes (EBITDA)

Depreciation and amortisation 4,029.30 2,714.85 3,351.16 2,233.23

Interest and finance charges 176.24 31.25 17.47 26.17

Profit before tax 48,922.34 46,437.71 42,657.31 41,074.95

Tax expenses 17,210.36 15,331.48 12,180.32 11,562.54

Profit after tax 31,711.98 31,106.23 30,476.99 29,512.41

Nature of Business

The Company is engaged in the activities of Real Estate Development and Hospitality. On the real estate development front, the Company develops residential, commercial, retail and social infrastructure projects.

There was no change in the nature of the business of the Company during the year under review.

Financial Performance

Consolidated financials

During the year under review, your Company''s consolidated total revenue stood at H94,015.80 Lakh as compared to H85,551.48 Lakh for the previous year, representing an increase of 9.89%; profit before tax stood at H48,922.34 Lakh for the year under review as compared to H46,437.71 Lakh for the previous year, representing an increase of 5.35%; profit after tax stood at H31,711.98 Lakh as compared to H31,106.23 Lakh for the previous year, representing an increase of 1.95%.

Standalone financials

During the year under review, the Total Revenue stood at H76,105.55 Lakh as compared to H70,585.58 Lakh for the previous year, representing an increase of 7.82%; profit before tax stood at H42,657.31 Lakh for the year under review as compared to H41,074.95 Lakh for the previous year, representing an increase of 3.85%; profit after tax stood at H30,476.99 Lakh as compared to H29,512.41 Lakh for the previous year, representing an increase of 3.27%.

Report on performance and financial position of subsidiaries, associates and joint venture companies

The performance and financial position of each of the subsidiaries, associates and joint venture companies for the year ended March 31, 2015 is attached to the financial statements hereto.

Details of companies which have become or ceased as subsidiary, associates and joint ventures, during the year under review, are as under:

Name of the Company Relationship with Details of Date of change

the Company changes

Integrus Realty Private Limited Subsidiary Incorporated April 3, 2014

Buoyant Realty Private Limited Subsidiary Converted into LLP March 4, 2015

Transfer to Reserves

It is not proposed to transfer any amount to reserves out of the profits earned during FY2014-15.

Dividend

Despite macro-economic headwinds, sluggish industry volume numbers and increased costs, there is an overall improvement in business/investment sentiment, and taking into consideration the stable performance of your Company and in recognition of the trust in the management by the members of the Company, the Directors are pleased to recommend a dividend at the rate of H2 per equity share, i.e. 20% of the paid up Equity share capital for the year ended March 31, 2015 (previous year: H2 per Equity Share, i.e. 20% of the paid up Equity share capital). The proposed dividend (excluding the dividend distribution tax) will absorb an amount of H6,564.76 Lakh.

Deposits

During the year under review, your Company did not accept any deposits in terms of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposit) Rules, 2014. As on April 1,2014, no amounts were outstanding which were classified as ''Deposits'' under the applicable provisions of Companies Act, 1956 and hence, the requirement for furnishing of details of deposits which are not in compliance with the Chapter V of the Companies Act, 2013 is not applicable.

Disclosures under Section 134(3)(l) of the Companies Act, 2013

Except as disclosed elsewhere in this report, no material changes and commitments which could affect the Company''s financial position have occurred between the end of the financial year of the Company and the date of this report.

Internal Financial Controls

The Internal Financial Controls with reference to financial statements as designed and implemented by the Company are adequate.

During the year under review, no material or serious observation has been received from the Internal Auditors of the Company for inefficiency or inadequacy of such controls.

Disclosure of orders passed by regulators or courts or tribunal

No significant and material orders have been passed by any Regulator or Court or Tribunal which can have an impact on the going concern status and the Company''s operations in future.

Particulars of contracts or arrangement with related parties

All the transactions/contracts/arrangements of the nature as specified in Section 188(1) of the Companies Act, 2013 entered by the Company during the year under review with related party (/ies) are in the ordinary course of business and on arms'' length basis. Hence, Section 188(1) is not applicable and consequently no particulars in form AOC-2 have been furnished.

Particulars of loans, guarantees, investments under Section 186

The particulars of loans, guarantees and investments given/made during the financial year under review and governed by the provisions of Section 186 of the Companies Act, 2013 have been furnished in Annexure I, which forms part of this report.

Disclosure relating to equity shares with differential rights

The Company has not issued any equity shares with differential rights during the year under review and hence no information as per provisions of Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014 has been furnished.

Disclosure relating to sweat equity share

The Company has not issued any sweat equity shares during the year under review and hence no information as per provisions of Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014 has been furnished.

Disclosure relating to Employee Stock Option Scheme and Employee Stock Purchase Scheme

During the year under review, the employee stock options vested in Option Grantees on May 4, 201 1 expired on May 4, 2014 for non-exercise within the Exercise Period. Further, as on March 31, 2015 certain Option Grantees have exercised 4707 options vested in them. Hence, pursuant to the aforesaid exercise, the equity share capital has increased from 32,82,33,262 shares to 32,82,37,969 shares during the year under review.

In compliance with the provisions of Rule 12(9) of the Companies (Share Capital and Debenture) Rules, 2014 and SEBI (Employee Share Based Employee Benefits) Regulations, 2014, the details of Employees Stock Option Scheme as on March 31,2015 is furnished in Annexure II attached herewith and forms part of this Report.

Disclosures in respect of voting rights not directly exercised by employees

There are no shares held by trustees for the benefit of employees and hence no disclosure under Rule 16(4) of the Companies (Share Capital and Debentures) Rules, 2014 has been furnished.

MATTERS RELATED TO DIRECTORS AND KEY MANAGERIAL PERSONNEL

Board of Directors and Key Managerial Personnel

For details of Directors who were appointed during the year under review, kindly refer to the section on Corporate Governance, under the head, ''Directors'' Tenure and Remuneration''.

During the year under the review, the existing appointments as on April 1, 2014 of Mr. Vikas Oberoi (as Managing Director), Mr. Saumil Daru (as Chief Financial Officer) and Mr. Bhaskar Kshirsagar (as Company Secretary), were formalised as the Key Managerial Personnel of the Company to comply with the provisions of Section 203 of the Companies Act, 2013.

Declarations by Independent Directors

Pursuant to the provisions of sub-section (7) of Section 149 of the Companies Act, 2013, the Company has received individual declarations from all the Independent Directors confirming that they fulfil the criteria of independence as specified in Section 149(6) of the Companies Act, 2013.

DISCLOSURES RELATED TO BOARD, COMMITTEES AND POLICIES

Board Meetings

The Board of Directors met 5 times during the financial year ended March 31, 2015 in accordance with the provisions of the Companies Act, 2013 and rules made thereunder. All the Directors actively participated in the meetings and contributed valuable inputs on the matters brought before the Board of Directors from time to time. Additionally, during the financial year ended March 31, 2015 the Independent Directors held a separate meeting in compliance with the requirements of Schedule IV of the Companies Act, 2013 and Clause 49(II)(B)(6) of the Listing Agreement.

Director''s Responsibility Statement

In terms of Section 134(5) of the Companies Act, 2013, in relation to the audited financial statements of the Company for the year ended March 31,2015, the Board of Directors hereby confirms 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. such accounting policies have been selected and applied consistently and the Directors made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on March 31,2015 and of the profits of the Company for the year ended on that date;

c. proper and sufficient care was taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. the annual accounts of the Company have been prepared on a going concern basis;

e. internal financial controls have been laid down to be followed by the Company and that such internal financial controls are adequate and were operating effectively;

f. proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Nomination and Remuneration Committee

A Nomination and Remuneration Committee is in existence in accordance with the provisions of sub- section (3) of Section 178. Kindly refer section on Corporate Governance, under the head, ''Nomination, Remuneration, Compensation and Management Development Committee'' for matters relating to constitution, meetings, functions of the Committee and the remuneration policy formulated by this Committee.

Audit Committee

An Audit Committee is in existence in accordance with the provisions of Section 177 of the Companies Act, 2013. Kindly refer to the section on Corporate Governance, under the head, ''Audit Committee'' for matters relating to constitution, meetings and functions of the Committee.

Corporate Social Responsibility Committee

As per the provisions of Section 135 of the Companies Act, 2013, the Board of Directors has constituted a Corporate Social Responsibility (CSR) Committee.

For details of the composition of the Committee, the CSR policy and other relevant details that are required to be disclosed under the provisions Section 134(3)(o) of the Companies Act, 2013 and the Companies (Corporate Social Responsibility Policy) Rules, 2014, kindly refer to Annexure III hereto, which forms part of this report.

Other Board Committees

For details of other board committees viz. Stakeholders Relationship Committee, Investment Committee and Operations Committee, kindly refer to the section on Corporate Governance.

Vigil Mechanism for the Directors and Employees

In compliance with the provisions of Section 177(9) the Board of Directors of the Company has framed the "Whistle Blower Policy" as the vigil mechanism for Directors and employees of the Company.

The Whistle Blower Policy is disclosed on the website of the Company at http://www.oberoirealty.com/real- estate-investment/investors#!notice .

Risk Management Policy

The Board of Directors of the Company has formulated a Risk Management Policy which aims at enhancing shareholders'' value and providing an optimum risk- reward tradeoff. The risk management approach is based on a clear understanding of the variety of risks that the organisation faces, disciplined risk monitoring and measurement and continuous risk assessment and mitigation measures.

Annual Evaluation of Directors, Committee and Board

The Nomination and Remuneration Committee of the Board has formulated a Performance Evaluation Framework, under which the Committee has identified the criteria upon which every Director shall be evaluated. The Policy also provides the manner in which the Directors, as a collective unit in the form of Board Committees and the Board function and perform.

Particulars of Employees and Remuneration

The information as required under the provisions of Section 197(12) of the Companies Act, 2013 and Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are set out in Annexure IV hereto, which forms part of this report.

During FY2014-15 a total of 13 persons employed throughout the financial year were in receipt of remuneration of not less than H60 Lakh p.a. and 6 employees employed for a part of the financial year were in receipt of remuneration of not less than H5 Lakh p.m. As on March 31, 2015 there were 852 permanent employees.

However, in accordance with the provisions contained in the proviso to Section 136(1) of the Companies Act, 2013, the aforesaid particulars are not being sent as a part of this Annual Report. Any Member interested in obtaining a copy of the same may write to the Company Secretary at the registered office of the Company.

Payment of remuneration/commission to Directors from holding or subsidiary companies:

None of the managerial personnel i.e. Managing Director and Whole Time Director/s of the Company are in receipt of remuneration/commission from the holding or subsidiary company of the Company.

AUDITORS AND THEIR REPORTS

The matters related to Auditors and their Reports are as under:

Observations of statutory auditors on accounts for the year ended March 31,2015:

The auditor''s report does not contain any qualification, reservation or adverse remark or Disclaimer.

Secretarial Audit report for the year ended March 31,2015:

As required under provisions of Section 204 of the Companies Act, 2013, the report in respect of the Secretarial Audit carried out by M/s. Rathi and Associates,

Company Secretaries in Form MR-3 for the FY2014-15 forms part to this report. The said report does not contain any adverse observation or qualification requiring explanation or comments from the Board under Section 134(3) of the Companies Act, 2013.

Statutory Auditors appointment:

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014, M/s. P. Raj & Co., Chartered Accountants, the Statutory Auditors of the Company, hold office upto the conclusion of the Nineteenth (19th) Annual General Meeting. However, their appointment as Statutory Auditors of the Company is subject to ratification by the Members at every Annual General Meeting. The Company has received a certificate from the said Auditors that they are eligible to hold office as the Auditors of the Company and are not disqualified for being so appointed.

Necessary resolution for ratification of appointment of the said Auditors is included in the Notice of Annual General Meeting for seeking approval of members.

Cost Auditors:

Pursuant to the provisions of Section 148 of the Companies Act, 2013 read with notifications/ circulars issued by the Ministry of Corporate Affairs from time to time and as per the recommendation of the Audit Committee, the Board of Directors at their meeting dated July 19, 2014, appointed M/s. Kishore Bhatia & Associates, Cost Accountants, as the Cost Auditors of the Company for FY2014-15. The Cost Audit Report will be filed within the period stipulated under Companies Act, 2013.

In respect of FY2015-16, the Board, based on the recommendation of the Audit Committee, has approved the appointment of M/s. Kishore Bhatia & Associates as the cost auditors of the Company. A resolution for ratification of the payment to be made for such appointment is included in the notice of the ensuing Annual General Meeting.

OTHER DISCLOSURES

Other disclosures as per provisions of Section 134 of the Act read with Companies (Accounts) Rules, 2014 are furnished as under:

Extract of Annual Return:

Pursuant to the provisions of Section 134(3)(a) of the Companies Act, 2013, Extract of the Annual Return for the financial year ended March 31, 2015 made under the provisions of Section 92(3) of the Act is attached as Annexure V which forms part of this Report.

Conservation of energy, technology absorption and foreign exchange earnings and outgo:

The particulars as required under the provisions of Section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 in respect of conservation of energy and technology absorption have not been furnished considering the nature of activities undertaken by the Company during the year under review.

The details of foreign exchange earnings and outgo during the year under review is as below:

Unclaimed Shares

Out of the Equity Shares allotted to the successful applicants in the IPO concluded in the month of October 2010, 200 unclaimed Equity Shares are pending for credit to the demat accounts of the respective allottees. In accordance with Clause 5A(I)(a) of the Listing Agreement the said 200 Equity Shares had been transferred to the unclaimed shares demat suspense account during FY2011-12.

The voting rights in respect of the above 200 equity shares are frozen. No corporate benefits in the nature of bonus, split or rights had accrued on the aforesaid 200 equity shares.

Unclaimed and Unpaid Dividends

As on March 31, 2015, amounts of H16,145, H20,900, H43,246 and H48,752 are lying in the unpaid equity dividend account of the Company in respect of the dividends for FY2010-11, FY2011-12, FY2012-13 and FY2013-14 respectively. Members who have not yet received/ claimed their dividend entitlements are requested to contact the Company or the Registrar and Transfer Agents of the Company.

Service of documents through electronic means

All documents, including the Notice and Annual Report shall be sent through electronic transmission in respect of members whose email IDs are registered in their demat account or are otherwise provided by the members. A member shall be entitled to request for physical copy of any such documents.

Internal Complaint Committee

The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (the ''said Act'') has been made effective w.e.f. December 9, 2013. It is an Act to provide protection against sexual harassment of women at workplace and for the prevention and redressal of complaints of sexual harassment and for matters connected therewith or incidental thereto. The Company has constituted an Internal Complaint Committee (''ICC'') as required by the said Act with Ms. Reema Kundnani and Ms. Rochelle Chatterjee as the employee members. The Company is strongly opposed to sexual harassment and employees are made aware about the consequences of such acts and about the constitution of ICC.

During the year under review, no complaints were filed with the Committee under the provisions of the said Act.

Corporate Governance

The report on Corporate Governance and the certificate from the Statutory Auditors regarding compliance with the conditions of Corporate Governance have been furnished in the Annual Report and form a part of the Annual Report.

Management Discussion and Analysis Report

The Management Discussion and Analysis report has been separately furnished in the Annual Report and forms a part of the Annual Report.

ACKNOWLEDGEMENTS AND APPRECIATION:

Your Directors take this opportunity to thank the customers, suppliers, bankers, business partners/associates, financial institutions and various regulatory authorities for their consistent support/encouragement to the Company.

Your Directors would also like to thank the Members for reposing their confidence and faith in the Company and its Management.

For and on behalf of the Board of Directors Vikas Oberoi

Chairman & Managing Director Mumbai, April 30, 2015 DIN: 00011701

Registered Office

Oberoi Realty Limited Commerz, 3rd Floor,

International Business Park, Oberoi Garden City,

Off Western Express Highway, Goregaon (East),

Mumbai - 400 063

CIN: L45200MH1998PLC114818

Telephone No. : 91 22 6677 3333 Fax No. : 91 22 6677 3334 Mail : cs@oberoirealty.com Website : www.oberoirealty.com


Mar 31, 2014

Dear members,

The Directors have the pleasure in presenting the sixteenth Annual Report on the business and operations of the Company together with the audited accounts for the financial year ended March 31, 2014.

Financial highlights: (Rs. in Lakh)

Particulars Consolidated Standalone

2013-14 2012-13 2013-14 2012-13

Revenue from operations 79,845.45 1,04,758.85 62,255.70 59,504.57

Other income 5,706.03 9,993.15 8,329.88 14,744.93

Total revenue 85,551.48 1,14,752.00 70,585.58 74,249.50

Expenses 36,367.67 43,551.67 27,251.23 27,479.91

Profit before interest, depreciation, 49,183.81 71,200.33 43,334.35 46,769.59 amortisation and taxes (EBITDA)

Depreciation and amortisation 2,714.85 2,850.70 2,233.23 2,366.87

Interest and finance charges 31.25 36.58 26.17 33.65

Profit before prior period items and taxes 46,437.71 68,313.05 41,074.95 44,369.07

Prior period income / (expenses) - (6.87) - (6.87)

Profit before tax 46,437.71 68,306.18 41,074.95 44,362.20

Tax expenses 15,331.48 17,827.58 11,562.54 11,614.97

Profit after tax 31,106.23 50,478.60 29,512.41 32,747.23

Financial performance

Consolidated financials

During the year under review, your Company''s consolidated total revenue stood at H 85,551.48 Lakh as compared to H 1,14,752.00 Lakh for the previous year, representing a decrease of 25.45%; profit before tax stood at H 46,437.71 Lakh for the year under review as compared to H 68,306.18 Lakh for the previous year, representing a decrease of 32.02%; profit after tax stood at H 31,106.23 Lakh as compared to H 50,478.60 Lakh for the previous year, representing a decrease of 38.38%.

Standalone financials

During the year under review, the Total Revenue stood at H 70,585.58 Lakh as compared to H 74,249.50 Lakh for the previous year, representing a decrease of 4.93%; profit before tax stood at H 41,074.95 Lakh for the year under review as compared to H 44,362.20 Lakh for the previous year, representing a decrease of 7.41%; profit after tax stood at H 29,512.41 Lakh as compared to H 32,747.23 Lakh for the previous year, representing a decline of 9.88%.

Transfer to reserves

It is proposed to transfer an amount of H 2,214.00 Lakh to the general reserves out of the profits earned during FY2013-14.

Dividend

Despite challenging business environment, sluggish industry volume numbers and increased costs, taking into consideration the stable performance of your Company and in recognition of the trust in the management by the members of the Company, your Directors are pleased to recommend a dividend at the rate of H 2 per Equity Share, i.e. 20% of the paid up Equity Share value for the year ended March 31, 2014 (previous year: H 2 per Equity Share, i.e. 20% of the paid up Equity Share value). The proposed dividend (excluding the dividend distribution tax) will absorb an amount of H 6,564.67 Lakh.

Subsidiary companies

As on March 31, 2014, the Company has nine wholly owned subsidiaries, namely Oberoi Constructions Limited, Oberoi Mall Limited, Kingston Property Services Limited, Kingston Hospitality and Developers Private Limited, Expressions Realty Private Limited, Perspective Realty Private Limited, Buoyant Realty Private Limited, Sight Realty Private Limited and Incline Realty Private Limited. Incline Realty Private Limited was incorporated during the year under review.

In accordance with the Clause 49 of the Listing Agreement, the minutes of the subsidiaries were placed before the meeting of Board of Directors of your Company. Oberoi Constructions Limited is a material non listed subsidiary as Defined under the Listing Agreement.

Financials of subsidiary companies

The Ministry of Corporate Affairs vide General Circular No. 2 / 2011 dated February 8, 2011 has issued directions under Section 212(8) of the Companies Act, 1956 granting general exemption from applicability of the provisions of Section 212 of the Companies Act, 1956 in relation to the attaching of balance sheets and other documents of subsidiary companies with the holding company, subject to fulfllment of the conditions specified in the said circular.

Your Company has availed the general exemption provided by the aforesaid circular and accordingly, the documents mentioned in Section 212(1)(a) to (d) of the

Companies Act, 1956 relating to Company''s subsidiaries are not attached to the Balance Sheet of your Company. In terms of the said circular, your Directors undertake that the annual accounts of the subsidiary companies and the related detailed information shall be made available to Members of the Company and its subsidiary companies seeking such information at any point of time. Further, the annual accounts of the subsidiary companies shall also be kept for inspection by any Members at the registered office of the Company and of the respective subsidiary company concerned. The statement as required under clause (iv) of the aforesaid circular is also attached to the financial statements hereto.

Statement under Section 212(1) (e) of the Companies Act, 1956 for Subsidiary Companies:

A statement pursuant to Section 212(1)(e) read with Sub- Section (3) of the Section 212 of the Companies Act, 1956 for the FY2013-14 for the subsidiary companies, namely Oberoi Constructions Limited, Oberoi Mall Limited, Kingston Property Services Limited, Kingston Hospitality and Developers Private Limited, Expressions Realty Private Limited,Perspective Realty Private Limited, Buoyant Realty Private Limited, Sight Realty Private Limited and Incline Realty Private Limited is attached to the Balance Sheet of your Company.

Directors'' responsibility statement:

As required by the provisions of Section 217(2AA) of the Companies Act, 1956, your Directors confirm that: in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanations relating to material departures;

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 of the Company for that period;

The Directors took proper and suffcient care to maintain adequate accounting records in accordance with the provisions of the Companies Act, 1956 to safeguard the assets of the Company and for preventing and detecting fraud and other irregularities; and

The Directors have prepared the annual accounts on a going concern basis.

Directors

During the period under review, Mr. Jimmy Bilimoria ceased to be a Director of the Company w.e.f. May 3, 2013 due to his sad demise. The Board places on record, its deep appreciation for the invaluable services rendered by Late Mr. Jimmy Bilimoria during his tenure as a Director of the Company.

Mr. Anil Harish, Mr. T.P. Ostwal and Mr. Venkatesh Mysore, the Non-Executive Independent Directors, have been appointed as Independent Directors under the provisions of Listing Agreement and they also meet the criterion of independence as provided under Section 149(6) of the Companies Act, 2013. It is proposed to appoint them in the ensuing Annual General Meeting as Independent Directors in terms of Section 150(2) of the Companies Act, 2013 for a term of five consecutive years as stated in Section 149(10) of the Companies Act, 2013 and resolutions to this effect is incorporated in the Notice of the ensuing Annual General Meeting.

Pursuant to the provisions of Section 160 of the Companies Act, 2013, the Company has received a Notice in writing from one of the members of the Company, signifying his intention to propose the candidatures of the said three Directors for the offices of the directors of the Company. In terms of Section 149 (13) of the Companies Act, 2013, the provisions of Section 152(6) and (7) of the said Act in respect of retirement of Director by rotation shall not be applicable to appointment of Independent Directors.

In terms of Section 152 of the Companies Act, 2013 Mr. Vikas Oberoi, Managing Director, is liable to retire by rotation. Mr. Vikas Oberoi has offered himself for reappointment. A resolution for his reappointment as a Director is incorporated in the Notice of the ensuing Annual General Meeting.

Also, the current tenure of Mr. Vikas Oberoi as Managing Director of the Company expires on December 3, 2014. It is proposed to reappoint him as Managing Director for a further period of 5 years with effect from December 4, 2014 on terms and conditions and remuneration as recommended by the Nomination and Remuneration committee and approved by the Board of Directors of the Company. A resolution to this effect is incorporate in the Notice of the ensuing Annual General Meeting.

Pursuant to the provisions of Section 161, 196 and 197 read with Schedule V of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and the Articles of Association of the Company, and on the recommendation of the Nomination and Remuneration Committee Mr. Saumil Daru (Chief Financial officer of the Company) was appointed as an Additional Director and a Whole Time Director, designated as Director- Finance w.e.f May 10, 2014. In terms of Section 161 of the Companies Act, 2013 he shall hold office upto the date of this Annual General Meeting. The Company has received requisite Notice in writing from a member proposing his candidature for the office of the director and accordingly it is proposed that the shareholders approve his appointment as Director- Finance for a period of 5 years from May 10, 2014 on the terms and conditions as stated in the resolution incorporated in the Notice of the ensuing Annual General Meeting.

The brief resume and other information as required under Clause 49(IV) (G) of the Listing Agreement relating to Mr. Anil Harish, Mr. T.P. Ostwal, Mr. Venkatesh Mysore, Mr. Vikas Oberoi and Mr. Saumil Daru form a part of the Notice of ensuing Annual General Meeting.

Auditors

M/s. P. Raj & Co., Chartered Accountants, Statutory Auditor of the Company hold office till the conclusion of the ensuing Annual General Meeting and being eligible, offer themselves for reappointment. In accordance with third proviso of Section 139(2) of the Companies Act, 2013, read with second illustrative table in Rule 6 of the Companies (Audit and Auditors) Rules, 2014, M/s. P. Raj & Co. can be appointed as Statutory Auditors for 3 consecutive years from the ensuing Annual General Meeting. Your Company has received necessary certifcate pursuant to the provisions of Section 139 (1) of the Companies Act, 2013 from the said Statutory Auditors confirming that their re-appointment, if made, will be in accordance with Section 141 of the Companies Act, 2013.

As per the recommendation of the Audit Committee, the Board of Directors proposes the reappointment of M/s P. Raj & Co., Chartered Accountants as Statutory Auditor of the Company for a period from the conclusion of the ensuing Annual General Meeting till the conclusion of the Company''s nineteenth Annual General Meeting.

Auditors'' report

The Auditors'' report does not contain any reservation, qualifcation or adverse remark.

Corporate Governance

The report on Corporate Governance and the certifcate from the Statutory Auditors regarding compliance with the conditions of Corporate Governance have been furnished in the Annual Report and form a part of the Annual Report.

Code of Conduct

Pursuant to Clause 49 of the Listing Agreement, the declaration signed by the Managing Director affirming the compliance of Code of Conduct by the Directors and senior management personnel for the year under review is annexed to and form a part of the Corporate Governance report.

Managing Director and Chief Financial officer certification

The certifcate from the Managing Director and the Chief Financial officer in accordance with Clause 49(V) of the Listing Agreement is annexed to and form a part of the Corporate Governance Report.

Management Discussion and Analysis report

The Management Discussion and Analysis report has been separately furnished in the Annual Report and form a part of the Annual Report.

Employee Stock Option Plan (ESOP)

In recognition of the role played by the employees in the growth of the organisation and the belief that the employees deserve a stake in the value created and enhanced by them, Employee Stock Option Plan ''ESOP 2009'' had been instituted by your Company approving issue of up to 14, 43,356 options, each option conferring a right upon the eligible employee to apply for one Equity Share of H 10 each of the Company.

All the options granted under ESOP 2009 have been vested till the date of this report, with the last vesting on May 4, 2014. The Exercise Price is H 260 per Option. The unexercised options from the frst tranche of grant expired on May 4, 2014 on account of non-exercise within three years of grant.

The information in terms of Clause 12 of the Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 is annexed to this report.

The certifcate from the Statutory Auditor as required under Clause 14 of the said guidelines, with respect to the implementation of the Company''s ESOP scheme shall be placed at the Annual General Meeting for inspection by the Members.

Public deposits

During the year under review, your Company didn''t accepted any deposits in terms of Section 58A of the Companies Act, 1956 read with the Companies (Acceptance of Deposit) Rules, 1975 and also no amount was outstanding on account of principal or interest thereon, as of the date of the Balance Sheet.

Unclaimed shares

Out of the Equity Shares allotted to the successful applicants in the IPO concluded in the month of October 2010, 200 unclaimed Equity Shares are pending for credit to the demat accounts of the respective allottees.

In accordance with Clause 5A(I)(a) of the Listing Agreement the said 200 Equity Shares had been transferred to the unclaimed shares demat suspense account during FY2011-12.

The requisite disclosures under Clause 5A(I)(g) of the Listing Agreement are as under:

Particulars No. of shareholders No. of shares

Aggregate number of shareholders and the outstanding shares 2 200 in the suspense account lying at the beginning of the year

Number of shares transferred to the suspense account during Nil Nil the year

Number of shareholders who approached issuer for transfer of Nil Nil shares from suspense account during the year

Number of shareholders to whom shares were transferred from Nil Nil suspense account during the year

Aggregate number of shareholders and the outstanding shares 2 200 in the suspense account lying at the end of the year

The voting rights in respect of the above 200 Equity Shares are frozen. No corporate benefits in the nature of bonus, split, rights had accrued on the aforesaid 200 Equity Shares.

Unclaimed and unpaid dividends

As on March 31, 2014, amounts of H 0.17 Lakh, H 0.22 Lakh and H 0.45 Lakh are lying in the unpaid equity dividend account of the Company in respect of the dividend for FY2010-11, FY2011-12 and FY2012-13 respectively. Members who have not yet received/ claimed their dividend entitlements are requested to contact the Company or the Registrar and Transfer Agents of the Company.

Particulars of employees

In accordance with the provisions of Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, as amended, the names and other particulars of the employees are set out in annexure forming part of this report. However, in accordance with the provisions contained in the proviso to Section 219 (1) the aforesaid particulars of the employees are not being sent as a part of this Annual Report. Any Member interested in obtaining a copy of the same, may write to the Company Secretary at the registered office of the Company.

Service of Documents Through Electronic Means

All documents, including the Notice and Annual Report shall be sent through electronic transmission in respect of members whose email IDs are registered in their demat account or are otherwise provided by the members. A member shall be entitled to request for physical copy of any such documents

Conservation of energy, technology absorption and foreign exchange earnings and outgo

As the Company is not a manufacturing company, the Board of Directors have nothing to report pursuant to Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988.

Foreign exchange earnings and outgo

1. Value of imports (C.I.F. basis) (Rs. in Lakh)

Particulars 2013-14 2012-13

Materials 1,886.71 4,898.80

Capital goods 29.79 264.24

2. Expenditure in foreign currency (on payment basis) (Rs. in Lakh)

Particulars 2013-14 2012-13

On foreign travel 7.81 14.90

Professional fees 723.02 854.56

Others 419.65 499.90

3. Earnings in foreign currency

(on receipts basis) (Rs. in Lakh)

Particulars 2013-14 2012-13

Sale of residential units 416.55 548.57

Hospitality services 5,062.32 4,504.22

Internal Complaint Committee

The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (the ''said Act'') has been made effective w.e.f. December 9, 2013. It is an Act to provide protection against sexual harassment of women at workplace and for the prevention and redressal of complaints of sexual harassment and for matters connected therewith or incidental thereto. The Company has constituted an Internal Complaint Committee (''ICC'') as required by the said Act with Ms. Reema Kundnani and Ms. Rochelle Chatterjee as the employee members. The Company is strongly opposed to sexual harassment and employees are made aware about the consequences of such acts and about the constitution of ICC.

During the period ended March 31, 2014, no complaints were fled with the Committee under the provisions of the said Act.

Acknowledgement:

Your Directors take the opportunity to express their deep sense of gratitude to bankers, government authorities, employees, customers, vendors and suppliers.

Your Directors would also like to thank the Members for reposing their confdence and faith in the Company and its Management.

For and on behalf of the Board of Directors

Vikas Oberoi

Mumbai, July 19, 2014 Chairman & Managing Director


Mar 31, 2013

The Directors have pleasure in presenting the Fifteenth Annual Report on the business and operations of the Company together with the audited accounts for the financial year ended March 31, 2013.

Financial highlights (Rs.In Lakh)

Particulars Consolidated Standalone 2012-13 2011-12 2012-13 2011-12

Revenue from 1,04,757.65 82,468.67 59,504.57 39,138.75 operations

Other income 9,994.35 15,009.93 14,744.93 15,886.56

Total Revenue 1,14,752.00 97,478.60 74,249.50 55,025.31

Expenses 43,551.67 34,119.77 27,479.91 18,436.77

Profit before interest, 71,200.33 63,358.83 46,769.59 36,588.54 depreciation, amortisation and taxes (EBITDA)

Depreciation and 2,850.70 2,694.04 2,366.87 2,234.87 amortisation

Interest and finance 36.58 30.53 33.65 26.33 charges

Profit before prior 68,313.05 60,634.26 44,369.07 34,327.34 period items and taxes

Prior period income/ (6.87) (42.73) (6.87) (42.73) (expenses)

Profit Before Tax 68,306.18 60,591.53 44,362.20 34,284.61

Tax expenses 17,827.58 14,304.27 11,614.97 8,791.16

Profit After Tax 50,478.60 46,287.26 32,747.23 25,493.45

Financial performance

Consolidated Financials

During the year under review, your Company''s consolidated total revenue stood at Rs.1,14,752.00 lakh as compared to Rs.97,478.60 lakh for the previous year, representing an increase of 17.72%. Profit before tax stood at Rs.68,306.18 lakh for the year under review as compared to Rs.60,591.53 lakh for the previous year, representing an increase of 12.73%. Profit after tax stood at Rs.50,478.60 lakh as compared to Rs.46,287.26 lakh for the previous year, representing an increase of 9.06%.

Standalone Financials

During the year under review, the total revenue stood at Rs.74,249.50 lakh as compared to Rs.55,025.31 lakh for the previous year, representing an increase of 34.94%. Profit before tax stood at Rs.44,362.20 lakh for the year under review as compared to Rs.34,284.61 lakh for the previous year, representing an increase of 29.39%. Profit after tax stood at Rs.32,747.23 lakh as compared to Rs.25,493.45 lakh for the previous year, representing an increase of 28.45%.

Utilisation of IPO proceeds

During FY2010-11, your Company had come up with an Initial Public Offering of 3,95,62,000 equity shares of face value of Rs.10 each at an issue price of Rs.260 per equity share (including securities premium of Rs.250 per equity share) aggregating to Rs.1,02,861.20 lakh.

The IPO proceeds have been fully utilised during the FY2012-13.The details of amount utilised are given below and the same has been taken on record by the Audit Committee and the Board of Directors of the Company:

(Rs. in Lakh)

Particulars Amount

Construction of projects 54,142.94

Acquisition of land or 40,260.00 land development rights

General corporate 4,397.73 purposes

Share issue expenses 4,060.53

Total 102,861.20

The use of issue proceeds had been monitored by the monitoring agency appointed as per the requirement of Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009, as amended and their last report for the half year ended September 30, 2012 had been reviewed and taken on record by the Audit Committee and the Board of Directors of the Company.

Transfer to reserves

It is proposed to transfer an amount of Rs.2,457 lakh to the general reserve out of the profits earned during FY2012-13.

Dividend

Despite of challenging business environment, sluggish industry volumes and increased costs, taking into consideration the stable performance of your Company and in recognition of the trust in the management shown by the members of the Company, your Directors are pleased to recommend dividend at the rate of Rs.2 per equity share, i.e. 20% of the paid-up equity share value for the year ended March 31, 2013 (Previous Year: Rs.2 per equity share, i.e. 20% of the paid-up equity share value). The proposed dividend together with the dividend distribution tax will amount to Rs.7,680.33 lakh.

Subsidiary companies

As on March 31, 2013, the Company has eight wholly-owned subsidiaries, namely Oberoi Constructions Limited, Oberoi Mall Limited, Kingston Property Services Limited, Kingston Hospitality and Developers Private Limited, Expressions Realty Private Limited, Perspective Realty Private Limited, Buoyant Realty Private Limited and Sight Realty Private Limited. Buoyant Realty Private Limited and Sight Realty Private Limited were incorporated during the year under review.

In accordance with the Clause 49 of the Listing Agreement, the minutes of the subsidiaries were placed before the meeting of Board of Directors of your Company. Oberoi Constructions Limited is a materially non-listed Indian subsidiary as defined under the Listing Agreement.

Financials of subsidiary companies

The Ministry of Corporate Affairs vide General Circular No. 2 / 201 1 dated February 8, 201 1 has issued directions under Section 212(8) of the Companies Act, 1956 granting general exemption from applicability of the provisions of Section 212 of the Companies Act, 1956 in relation to the attaching of balance sheets and other documents of subsidiary companies with the holding company, subject to fulfillment of the conditions specified in the said circular.

Your Company has availed the benefit of general exemption provided by the aforesaid circular and accordingly, the documents mentioned in Section 212(1] (a) to (d) of the Companies Act, 1956 relating to Company''s subsidiaries are not attached to the Balance Sheet of your Company. In terms of the said circular, your Directors undertake that the annual accounts of the subsidiary companies and the related detailed information shall be made available to members of the Company and its subsidiary companies seeking such information at any point of time. Further, the annual accounts of the subsidiary companies shall also be kept for inspection by any member at the registered office of the Company and of the respective subsidiary companies concerned. The statement as required under Clause (iv) of the aforesaid circular is also attached to the financial statements hereto.

Statement under section 212(1) (e) of the Companies Act, 1956 for subsidiary companies A statement pursuant to Section 212(1) (e) read with Sub-Section (3) of the Section 212 of the Companies Act, 1956 for the FY 2012-13 for the subsidiary companies, namely Oberoi Constructions Limited, Oberoi Mall Limited, Kingston Property Services Limited, Kingston Hospitality and Developers Private Limited, Expressions Realty Private Limited, Perspective Realty Private Limited, Buoyant Realty Private Limited and Sight Realty Private Limited is attached to the Balance Sheet of your Company.

Directors'' responsibility statement

As required by the provisions of Section 21 7(2AA) of the Companies Act, 1956, your Directors confirm that:

- in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanations relating to material departures;

- 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 of the Company for that period;

- the Directors took proper and sufficient care to maintain adequate accounting records in accordance with the provisions of the Companies Act, 1956 to safeguard the assets of the Company and for preventing and detecting fraud and other irregularities; and

- the Directors have prepared the Annual Accounts on a ''going concern'' basis.

Directors

Mr. T.P. Ostwal and Mr. Jimmy Bilimoria, the Independent Non-Executive Directors shall retire by rotation in the ensuing Annual General Meeting. Mr. Jimmy Bilimoria has not offered himself for re- appointment. Mr. T.P. Ostwal, being eligible and having offered himself for re- appointment, a resolution seeking approval of the members for re-appointment of Mr. T.P. Ostwal have been incorporated in the Notice convening the Annual General Meeting.

As required under clause 49(IV) (G) of the Listing Agreement, the requisite information of Mr. T.P.Ostwal, inter alia, in the nature of brief resume, nature of expertise, companies in which he holds directorship / memberships of Board Committees, shareholding in the Company forms part of the Notice of the Annual General Meeting.

Auditors

M/s. P. Raj & Co., Chartered Accountants, Statutory Auditor of the Company holds office till the conclusion of the ensuing Annual General Meeting and being eligible, offer themselves for reappointment. Your Company has received necessary certificate from the Statutory Auditor to this effect and their reappointment, if made, will be in accordance with the provisions of Section 224(1B) of the Companies Act, 1956.

As per the recommendation of the Audit Committee, the Board of Directors proposes the reappointment of M/s P. Raj & Co., Chartered Accountants as Statutory Auditor of the Company.

Auditors'' report

The Auditors'' Report does not contain any reservation, qualification or adverse remark.

Corporate governance

The Report on Corporate Governance and the certificate from the Statutory Auditors regarding compliance with the conditions of Corporate Governance have been furnished in the Annual Report and forms part of the Annual Report.

Code of conduct

Pursuant to Clause 49 of the Listing Agreement, the declaration signed by the Managing Director affirming the compliance of Code of Conduct by the Directors and senior management personnel for the year under review is annexed to and forms part of the Corporate Governance Report.

Managing Director and Chief Financial Officer certification

The certificate from the Managing Director and the Chief Financial Officer in accordance with Clause 49(V) of the Listing Agreement is annexed to and forms part of the Corporate Governance Report.

Management discussion and analysis report

The Management Discussion and Analysis Report has been separately furnished in the Annual Report and forms part of the Annual Report.

Employee stock option plan (ESOP)

In recognition of the role played by the employees in the growth of the organisation and the belief that the employees deserve a stake in the value created and enhanced by them, employee stock option plan ''ESOP 2009'' had been instituted by your Company approving issue of up to 14,43,356 options, each option conferring a right upon the eligible employee to apply for one equity share of Rs.10 each of the Company.

The vesting of first and second tranche (of 20% each) of options granted under ESOP 2009 occurred on May 4, 2011 and May 4, 2012 respectively. The vesting of third tranche (of 30%) of options granted will occur on May 4, 2013. The Exercise Price is Rs.260 per option.

The information in terms of Clause 12 of the Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 is annexed to this report.

The certificate from the Statutory Auditor as required under Clause 14 of the said guidelines, with respect to the implementation of the Company''s ESOP Scheme shall be placed at the Annual General Meeting for inspection by the members.

Public deposits

During the year under review, your Company has not accepted any deposits in terms of Section 58A of the Companies Act, 1956 read with the Companies (Acceptance of Deposit) Rules, 1975 and also no amount was outstanding on account of principal or interest thereon, as of the date of the Balance Sheet.

Unclaimed shares

Out of the equity shares allotted to the successful applicants in the IPO concluded in the month of October 2010, 200 unclaimed equity shares are pending for credit to the demat accounts of the respective allottees.

In accordance with Clause 5A (I)(a) of the Listing Agreement the said 200 equity shares had been transferred to the unclaimed shares demat suspense account during FY2011-12.

The requisite disclosures under Clause 5A (I)(g) of the Listing Agreement are as under:

Particulars No. of No. of share- shares holders

Aggregate 2 200 number of shareholders and the outstanding shares in the suspense account lying at the beginning of the year

Number of shares Nil Nil transferred to the suspense account during the year

Number of Nil Nil shareholders who approached issuer for transfer of shares from suspense account during the year

Number of Nil Nil shareholders to whom shares were transferred from suspense account during the year

Aggregate number 2 200 of shareholders and the outstanding shares in the suspense account lying at the end of the year

The voting rights in respect of the above 200 equity shares are frozen. No corporate benefits in the nature of bonus, split and rights had accrued on the aforesaid 200 equity shares.

Unclaimed and unpaid dividends

As on March 31, 2013, amounts of Rs.0.19 lakh and Rs.0.28 lakh are lying in the unpaid equity dividend account of the Company in respect of the dividend for FY2010-11 and FY2011-12 respectively. Members who have not yet received/ claimed their dividend entitlements are requested to contact the Company or the registrar and transfer agents of the Company.

Particulars of employees

In accordance with the provisions of Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, as amended, the names and other particulars of the employees are set out in annexure forming part of this report. However, in accordance with the provisions contained in the proviso to Section 219 (1) the aforesaid particulars of the employees are not being sent as a part of this Annual Report. Any Member interested in obtaining a copy of the same, may write to the Company Secretary at the registered office of the Company.

Green initiative in corporate governance

The Ministry of Corporate Affairs has taken a "Green Initiative in the Corporate Governance" by allowing paperless compliances by the companies.

Your Company supports this green initiative and members who have registered for this facility will be getting all documents, including the Notice and Annual Report, through email. Additionally, the members opting for this facility can request for physical copy of such documents and shall receive the same free of cost.

Conservation of energy, technology absorption and foreign exchange earnings and outgo

As the Company is not a manufacturing company, the Board of Directors have nothing to report pursuant to Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988.

Acknowledgement

Your Directors take the opportunity to express their deep sense of gratitude to bankers, government authorities, employees, customers, vendors and suppliers.

Your Directors would also like to thank the Members for reposing their confidence and faith in the Company and its Management.

For and on behalf of the Board of Directors

Mumbai, April 19, 2013 Vikas Oberoi

Chairman & Managing Director


Mar 31, 2012

The Directors have pleasure in presenting the Fourteenth Annual Report together with the audited accounts for the year ended March 31, 2012.

FINANCIAL HIGHLIGHTS Particulars Consolidated Standalone

Revenue from operations 82,468.67 99,602.40 39,138.75 38,982.48

Other Income 15,009.88 6,275.16 15,886.56 4,969.64

Total Revenue 97,478.55 1,05,877.56 55,025.31 43,952.12

Expenses 34,119.72 41,896.72 18,436.77 17,631.64

Profit before interest, 63,358.83 63,980.84 36,588.54 26,320.48 depreciation, amortisation and taxes (EBITDA)

Depreciation and amortisation 2,694.04 2,368.31 2,234.87 1,844.64

Interest and finance charges 30.53 19.44 26.33 19.02

Profit before prior period 60,634.26 61,593.09 34,327.34 24,456.82 items, extra- ordinary items and taxes

Prior period income / (42.73) (46.22) (42.73) 49.39

(expenses)

Profit Before Tax 60,591.53 61,546.87 34,284.61 24,506.21

Less:Tax expenses 14,304.27 9,828.64 8,791.16 7,449.64

Profit After Tax 46,287.26 51,718.23 25,493.45 17,056.57

Consolidated Financials

During the year under review, your Company's consolidated Total Revenue stood at Rs 97,478.55 Lakh as compared to Rs 1,05,877.56 Lakh for the previous year, representing a decline of 7.93%. Profit Before Tax stood at Rs 60,591.53 Lakh for the year under review as compared to Rs 61,546.87 Lakh for the previous year, representing a marginal decline of 1.55%. Profit After Tax stood at Rs 46,287.26 Lakh as compared to Rs 51,718.23 Lakh for the previous year, representing a decline of 10.50%.

Standalone Financials

During the year under review, the Total Revenue stood at Rs 55,025.31 Lakh as compared to Rs 43,952.12 Lakh for the previous year, representing an increase of 25.19%. Profit Before Tax stood at Rs 34,284.61 Lakh for the year under review as compared to Rs 24,506.21 Lakh for the previous year, representing an increase of 39.90%. Profit After Tax stood at Rs 25,493.45 Lakh as compared to Rs 17,056.57 Lakh for the previous year, representing an increase of 49.46%.

During FY2011, your Company had come up with an Initial Public Offering of 3,95,62,000 equity shares of face value of Rs 10 each at an issue price of Rs 260 per equity share (including securities premium of Rs 250 per equity share) aggregating to Rs 1,02,861.20 Lakh.

The status of utilisation of IPO proceeds as on March 31, 2012 is as under and the same has been taken on record by the Audit Committee and the Board of Directors of the Company.

Perticulars In Lakh

Construction of Projects 50,233.45

Acquisition of land or land development rights 36,260.00

General Corporate Purposes 4,397.73

Share Issue Expenses 4,060.53

Total 94,951.71

The interim utilisation of balance IPO proceeds of Rs 7,909.49 Lakh is as under:

Particulars In Lakh

Fixed deposits with banks 7,885.31

Balance with banks in current accounts 24.18

Total 7,909.49

The Members at the Annual General Meeting held on June 30, 2011 gave authority to the Board (which includes any committee authorised to exercise its powers including the powers conferred by that resolution) to, inter alia, vary the utilisation of the IPO proceeds. Pursuant to the said authorisation, the IPO proceeds had been utilised in additional projects and there had been changes in allocation of the issue proceeds from that stated in Prospectus.

The use of issue proceeds are being monitored by the Monitoring Agency appointed as per the requirement of Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009, as amended.

Despite challenging business environment, sluggish industry volume numbers and increased costs, taking into consideration the stable performance of your Company and in recognition of the trust in the management by the Members of the Company, your Directors are pleased to recommend dividend at the rate of Rs 2 per equity share, i.e. 20% of the paid up equity share value for the year ended March 31, 2012 (Previous Year: Rs 1 per equity share, i.e. 10% of the paid up

equity share value). The proposed dividend together with the dividend distribution tax will absorb Rs 7,629.62 Lakh.

During the year under review, 359 Redeemable Non-Convertible Cumulative Preference shares of Rs 10,00,000 (Rupees Ten Lakh) each, fully paid up, aggregating to Rs 3,590 Lakh were redeemed for Rs 1 in accordance with the terms of the issue.

As on March 31, 2012, the Company has six subsidiaries, namely Oberoi Constructions Limited, Oberoi Mall Limited, Kingston Property Services Limited, Kingston Hospitality and Developers Private Limited, Expressions Realty Private Limited and Perspective Realty Private Limited.

Triumph Realty Private Limited, a subsidiary, was sold during the year.

During the year under review, your Company has acquired 50% stake in the equity shares of I-Ven Realty Limited.

Further, during the year under review, a limited liability partnership namely, 'Astir Realty LLP' has been incorporated in which your Company holds 10% stake in the capital and profit / loss. The balance 90% stake is held by Oberoi Constructions Limited, a wholly owned subsidiary of the Company.

The Ministry of Corporate Affairs vide General Circular No. 2 / 2011 dated February 8, 2011 has issued directions under Section 212(8) of the Companies Act, 1956 granting general exemption from applicability of the provisions of Section 212 of the Companies Act, 1956 in relation to the subsidiary companies, subject to fulfillment of the conditions specified in the said circular.

Your Company has availed the benefit of general exemption provided by the aforesaid circular and accordingly, the documents mentioned in Section 212(1)

(a) to (d) of the Companies Act, 1956 relating to Company's subsidiaries are not attached to the Balance Sheet of your Company. In terms of the said circular, your Directors undertake that the annual accounts of the subsidiary companies and the related detailed information shall be made available to Members of the Company and its subsidiary companies seeking such information at any point of time. Further, the annual accounts of the subsidiary companies shall also be kept for inspection by any Members at the registered office of the Company and of the respective subsidiary company concerned. The statement as required under clause (iv) of the aforesaid circular is also attached to the financial statements hereto.

A statement pursuant to Section 212(1) (e) read with Sub-Section (3) of Section 212 of the Companies Act, 1956 for the FY2012 for the subsidiary companies, namely Oberoi Constructions Limited, Oberoi Mall Limited, Kingston Property Services Limited, Kingston Hospitality and Developers Private Limited, Expressions Realty Private Limited and Perspective Realty Private Limited, is attached to the Balance Sheet of Your Company.

As required by the provisions of Section 217(2AA) of the Companies Act, 1956, your Directors confirm that:

- in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanations relating to material departures:

- 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 of the Company for that period:

- the Directors took proper and sufficient care to maintain adequate accounting records in accordance with the provisions of the Companies Act, 1956 to safeguard the assets of the Company and for preventing and detecting fraud and other irregularities: and

- the Directors have prepared the Annual Accounts on a going concern basis.

Mr. Anil Harish, an Independent Non- Executive Director and Ms. Bindu Oberoi, a Non-Independent Non-Executive Director shall retire by rotation in the ensuing Annual General Meeting and being eligible have offered themselves for reappointment. The resolution seeking approval of the Members for reappointment of Mr. Anil Harish and

Ms. Bindu Oberoi has been incorporated in the Notice of the Annual General Meeting.

Mr. Venkatesh Mysore was appointed as an Additional Director of the Company w.e.f. July 26, 2011 pursuant to Section 260 of the Companies Act, 1956. In accordance with the said section, Mr. Venkatesh Mysore shall hold office only up to the date of ensuing Annual General Meeting of the Company. Mr. Venkatesh Mysore has expressed his willingness to be appointed as a Director of the Company. The resolution seeking approval of the Members for appointment of Mr. Venkatesh Mysore has been incorporated in the Notice of the Annual General Meeting.

As required under clause 49(IV)(G) of the Listing Agreement, the requisite information of Mr. Anil Harish, Ms. Bindu Oberoi and Mr. Venkatesh Mysore, inter alia, in the nature of brief resume, nature of expertise, companies in which they hold directorship / membership of Board Committees, shareholding in the Company is annexed to the Notice of the Annual General Meeting.

M/s P. Raj & Co., Chartered Accountants, Statutory Auditor of the Company hold office till the conclusion of the ensuing Annual General Meeting and being eligible, offer themselves for reappointment. Your Company has received necessary certificate from the Statutory Auditor to this effect and that their reappointment, if made, will be in accordance with the provisions of Section 224(1B) of the Companies Act, 1956.

As per the recommendation of the Audit Committee, the Board of Directors proposes the reappointment of M/s P Raj & Co., Chartered Accountants as Statutory Auditor of the Company.

The Auditor's Report does not contain any reservation, qualification or adverse remark.

The Report on Corporate Governance and the certificate from the Statutory Auditors regarding compliance with the conditions of Corporate Governance have been furnished in the Annual Report and forms part of the Annual Report.

Pursuant to Clause 49 of the Listing Agreement, the declaration signed by the Managing Director affirming the compliance of Code of Conduct by the Directors and senior management personnel for the year under review is annexed to and forms part of the Corporate Governance Report.

The certificate from the Managing Director and the Chief Financial Officer in accordance with Clause 49(V) of the Listing Agreement is annexed to and forms part of the Corporate Governance Report.

The Management Discussion and Analysis Report has been separately furnished in the Annual Report and forms part of the Annual Report.

In recognition of the role played by the employees in the growth of the organisation and the belief that the employees deserve a stake in the value created and enhanced by them, employee stock option plan 'ESOP 2009' had been instituted by your Company approving issue of upto 14,43,356 options, each option conferring a right upon the eligible employee to apply for one equity share of Rs 10 each of the Company.

The vesting of first 20% tranche of options granted under ESOP 2009 occurred on May 4, 2011 and the vesting of second 20% tranche of options will occur on May 4, 2012. The Exercise Price is Rs 260 per option.

The information in terms of Clause 12 of the Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 is annexed to this report.

The certificate from the Statutory Auditors as required under Clause 14 of the said Guidelines, with respect to the implementation of the Company's ESOP Scheme shall be placed at the Annual General Meeting for inspection by the Members.

During the year under review, your Company has not accepted any deposits in terms of Section 58A of the Companies Act, 1956 read with the Companies (Acceptance of Deposit) Rules, 1975 and also no amount was outstanding on account of principal or interest thereon, as of the date of the Balance Sheet.

Out of the equity shares allotted to the successful applicants in the IPO concluded in the month of October 2010, 200 unclaimed shares are pending for credit to the demat accounts of the respective allottees.

In accordance with Clause 5A(I)(a) of the Listing Agreement, the Registrar to the Issue (Link Intime India Private Limited) had issued third reminder notices at the addresses of such allottees and no response having been received from the concerned allottees, the said 200 shares had been transferred to the unclaimed shares demat suspense account during the year under review.

The requisite disclosures under Clause 5A(I)(g) of the Listing Agreement are as under:

Particulars No.of No.of Shareholders Shares Aggregate number of shareholders and the outstanding N.A. N.A. shares in the suspense account lying at the beginning of the year

Number of shares transferred to the suspense account 2 200 during the year

Number of shareholders who approached issuer for transfer Nil Nil of shares from suspense account during the year

Number of shareholders to whom shares were transferred Nil Nil from suspense account during the year

Aggregate number of shareholders and the outstanding 2 200 shares in the suspense account lying at the end of the year

The voting rights in respect of the above 200 shares are frozen. No corporate benefits in the nature of bonus, split, rights had accrued on the aforesaid 200 shares.

An amount of Rs 30,173 is lying in the unpaid equity dividend account of the Company in respect of the dividend for the FY2011. Members who have not yet received / claimed their dividend entitlements are requested to contact the Company or the registrar and transfer agent of the Company.

In accordance with the provisions of Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, as amended, the names and other particulars of the employees are set out in annexure forming part of this report. However, in accordance with the provisions contained in the proviso to Section 219(1) the aforesaid particulars of the employees are not being sent as a part of this Annual Report. Any Member interested in obtaining a copy of the same, may write to the Company Secretary at the registered office ofthe Company.

As the Company is not engaged in manufacturing activities, the Board of Directors have nothing to report pursuant to Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988.

1.VALUE OF IMPORTANTS

Particulars 2011-12 2010-11

Materials 28.67 -

Capital goods 928.76 95.81

2.EXPENDITURE IN FOREIGN CURRENCY (ON PAYMENT BASIS)

Particulars 2011-12 2010-11

On Foreign travel 73.36 85.66

Professional fees 1,192.42 649.00

Others 1,281.12 73.33

REMITTANCE IN FOREIGN CURRENCY ON ACCOUNT

Particulars 2011-12 2010-11 Equity shares 310.55 62.11

Preference shares - 31.97

Sale of residential units 1,152.28 587.69

Hospitality services 4,379.53 3,196.81

Your Directors take the opportunity to express their deep sense of gratitude to bankers, government authorities, employees, customers, vendors and suppliers.

Your Directors would also like to thank the Members for reposing their confidence and faith in the Company and its Management.

For and on behalf of the Board of Directors

Vikas Oberoi

Mumbai, April 25, 2012 Chairman & Managing Director

 
Subscribe now to get personal finance updates in your inbox!