Mar 31, 2023
Your Directors have pleasure in presenting the 25th Annual Report of the Company on the business and operations of the Company, together with the Audited Financial Statements for the year ended March 31, 2023.
The Company''s performance during the financial year ended March 31, 2023 as compared to the previous financial year is summarized below:
('' in Lakh) |
||||
Particulars |
CONSOLIDATED |
STANDALONE |
||
2022-23 |
2021-22 |
2022-23 |
2021-22 |
|
Revenue from operations Other income Total revenue Expenses Profit before share of profit of joint venture (net) Share of Profit/(Loss) of joint ventures (net) Profit before tax Tax expenses Other comprehensive income (net of tax) Total comprehensive income for the year |
4,19,258.18 |
2,69,397.04 |
1,42,007.23 |
1,01,247.76 |
10,062.18 |
5,845.09 |
20,960.68 |
6,233.30 |
|
4,29,320.36 |
2,75,242.13 |
1,62,967.91 |
1,07,481.06 |
|
2,28,972.85 |
1,63,844.65 |
73,854.27 |
57,631.36 |
|
2,00,347.51 |
1,11,397.48 |
89,113.64 |
49,849.70 |
|
22,040.57 |
23,960.23 |
- |
- |
|
2,22,388.08 |
1,35,357.71 |
89,113.64 |
49,849.70 |
|
31,933.37 |
30,647.88 |
18,778.60 |
11,662.59 |
|
(61.66) |
76.85 |
(39.84) |
55.71 |
|
1,90,393.05 |
1,04,786.68 |
70,295.20 |
38,242.82 |
The Company is primarily engaged in the activities of Real Estate Development. The Company develops residential, commercial, retail and social infrastructure projects. There was no change in nature of the business of the Company, during the year under review.
FINANCIAL PERFORMANCEConsolidated Financials
During the year under review, your Company''s consolidated total revenue stood at '' 4,29,320.36 lakh as compared to '' 2,75,242.13 lakh for the previous year, representing an increase of 55.98%; profit before tax stood at '' 2,22,388.08 lakh for the year under review as compared to '' 1,35,357.71 lakh for the previous year representing an increase of 64.30%; and the total comprehensive income stood at '' 1,90,393.05 lakh as compared to '' 1,04,786.68 lakh for the previous year representing an increase of 81.70%.
During the year under review, the total revenue stood at '' 1,62,967.91 lakh as compared to '' 1,07,481.06 lakh for the previous year representing an increase of 51.62%; profit before tax stood at '' 89,1 13.64 lakh for the year under review as compared to '' 49,849.70 lakh for the previous year representing an increase of 78.76%; and the total comprehensive income stood at '' 70,295.20 lakh as compared to '' 38,242.82 lakh for the previous year representing an increase of 83.81%.
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, 2023 is attached to the financial statements hereto.
No Company has become or ceased as subsidiary, associate & JV during year under review.
Also, during the year under review, Oberoi Constructions Limited (a material unlisted subsidiary of your Company) retired as a member and constituent of Oasis Realty (an unincorporated association of person) w.e.f. March 3, 2023.
During the year under review, the Board of Directors of your Company at its meeting held on August 9, 2022 approved the Scheme of Amalgamation of four wholly owned subsidiaries viz. Oberoi Constructions Limited, Oberoi Mall Limited, Evenstar Hotels Private Limited, and Incline Realty Private Limited with Oberoi Realty Limited and their respective shareholders pursuant to provision of Section 230 to 232 and other applicable provisions of Companies Act, 2013 and subject to requisite approvals and sanctions, including sanction of the Hon''ble National Company Law Tribunal, Mumbai Bench.
The Appointed Date for the amalgamation under the scheme is April 1, 2022.
The Company Scheme Petition is placed before the Hon''ble NCLT for final hearing.
TRANSFER TO RESERVES
It is not proposed to transfer any amount to reserves out of the profits earned during FY 2022-23.
DIVIDEND
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 for the year ended March 31, 2023 at the rate of '' 4 per equity share, i.e. 40% on the equity share of the Company of face value of '' 10 each, fully paid up (previous year: '' 3 (30%)).
DEPOSITS
During the year under review, your Company neither accepted any deposits nor there were any amounts outstanding at the beginning of the year which were classified as ''Deposits'' in terms of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposit) Rules, 2014 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.
DISCLOSURE 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 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 Statutory Auditors and the Internal Auditors of the Company on the inefficiency or inadequacy of such controls.
INTERNAL CONTROL SYSTEMS
Adequate internal control systems commensurate with the nature of the Company''s business, size and complexity of its operations are in place and have been operating satisfactorily. Internal control systems comprising of policies and procedures are designed to ensure reliability of financial reporting, timely feedback on achievement of operational and strategic goals, compliance with policies, procedure, applicable laws and regulations. Internal control systems are designed to ensure that all assets and resources are acquired economically, used efficiently and adequately protected.
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 impact on the going concern status and the Company''s operations in future.
There are no proceedings initiated/pending against the Company under the Insolvency and Bankruptcy Code, 2016.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS 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 ordinary course of business and on arm''s length.
Kindly refer the financial statements for the transactions with related parties entered during the year under review.
PARTICULARS OF LOANS, GUARANTEES, INVESTMENTS UNDER SECTION 186
Kindly refer the financial statements for the loans, guarantees and investments given/made by the Company as on March 31, 2023.
NON-CONVERTIBLE DEBENTURES
In FY 2021-22 your Company raised an aggregate amount of '' 1,00,000 lakh by way of issue of listed, secured, rated, redeemable, non-convertible debentures on private placement basis, and the entire Issue proceeds were utilized towards the objects of the Issue that in FY 2021-22 year itself.
Axis Trustee Services Limited is the debenture trustee for the above non-convertible debentures issued by the Company. Their contacts details are as under:
Axis Trustee Services Limited The Ruby, 2nd Floor, SW,
29, Senapati Bapat Marg,
Dadar West, Mumbai- 400 028,
Telephone No.: 91 22 6230 0451 Mail: [email protected] Website: www.axistrustee.in
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 is furnished.
DISCLOSURE RELATING TO SWEAT EQUITY SHARES
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 is furnished.
DISCLOSURE RELATING TO EMPLOYEE STOCK OPTION SCHEME AND EMPLOYEE STOCK PURCHASE SCHEME
During the year under review there were no instances of grant, vest, exercise, or lapse/cancellation of employee stock option scheme under the Employee Stock Option Scheme of the Company. Also, as at the beginning of the year, there were no outstanding options granted. Hence, no disclosure in terms of Companies (Share Capital and Debenture) Rules, 2014 and SEBI (Employee Share Based Employee Benefits) Regulations, 2014 are required.
DISCLOSURE 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 PERSONNELBoard of Directors and Key Managerial Personnel
There was no change in the composition of Board of Directors and the Key Managerial Personnel during the year under review.
Mr. Vikas Oberoi is liable to retire by rotation at the 25th Annual General Meeting in terms of Section 152 read with Section 149(13) of the Companies Act, 2013, and has offered himself for reappointment. The resolution for his reappointment is incorporated in the Notice of the ensuing Annual General Meeting, and the brief profile and other information as required under Regulation 36(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") relating to him form part of the Notice of ensuing Annual General Meeting.
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 fulfill the criteria of independence as specified in Section 149(6) of the Companies Act, 2013.
All those Independent Directors who are required to undertake the online proficiency self-assessment test as contemplated under Rule 6(4) of the Companies (Appointment and Qualification of Directors) Rules, 2014, have passed such test.
DISCLOSURE RELATED TO BOARD, COMMITTEES AND POLICIESBoard Meetings
The Board of Directors met 8 times during the financial year ended March 31, 2023 in accordance with the provisions of the Companies Act, 2013 and rules made there under. All the Directors actively participated in the meetings and provided their valuable inputs on the matters brought before the Board of Directors from time to time. Additionally, on March 25, 2023, the Independent Directors held a separate meeting in compliance with the requirements of Schedule IV of the Companies Act, 2013 and the provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
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, 2023, 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 explanations relating to material departures, wherever applicable;
(b) such accounting policies have been selected and applied consistently and the Directors made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2023 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 (1) of Section 178 of the Companies Act, 2013. Kindly refer section on Corporate Governance, under 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 section on Corporate Governance, under head ''Audit Committee'' for matters relating to constitution, meetings and functions of this Committee.
Corporate Social Responsibility Committee
As per the provisions of Section 1 35 of the Companies Act, 2013, a Corporate Social Responsibility (CSR) Committee constituted by the Board of Directors exists.
For details of the composition of the Committee, the CSR policy and other relevant details that are required to be disclosed under the provisions of Section 134(3)(o) of the Companies Act, 2013 and the Companies (Corporate Social Responsibility Policy) Rules, 2014, kindly refer Annexure I attached herewith and which forms part of this report.
NCD Committee
To undertake necessary activities in connection with the nonconvertible debentures issued by the Company, NCD Committee of the Board of Directors, comprising of Mr. Vikas Oberoi, Ms. Bindu Oberoi and Mr. Saumil Daru is in existence. No meeting of the said Committee was required to be held in FY 2022-23.
For details of other board committees, kindly refer the section on Corporate Governance.
Vigil Mechanism for the Directors and Employees
In compliance with the provisions of Section 177(9) of the Companies Act, 2013, 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 Company at https://www.oberoirealty.com/pdf/Whistle Blower Policy. pdf
During the year under review, no instances of fraud were reported by the Auditors of the Company.
The Board of Directors of the Company has put in place 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 organization 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 criteria upon which every Director, every Committee, and the Board as a whole shall be evaluated. During the year under review the evaluation of every Director, every Committee, and the Board has been carried out.
Particulars of Employees and Remuneration
Disclosure with respect to the remuneration of Directors and employees as required under Section 197 of the Companies Act and Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 has been provided in Annexure II attached herewith and forms part of this Report. The information required pursuant to Section 197 of the Companies Act read with Rule 5(2) & (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company is provided in a separate exhibit which is available on the website of the Company at https:// www.oberoirealtv.com/real-estate-investment/investors#!notices and is so available for inspection by the Members up to the date of the ensuing Annual General Meeting.
Payment of remuneration/commission to Executive Directors from holding or subsidiary companies
None of the Managing Director, and the Whole Time Director of the Company are in receipt of remuneration/commission from any subsidiary company of the Company. The Company has no holding company.
The matters related to Auditors and their Reports are as under:
Observation of statutory auditors on financial statements for the year ended March 31, 2023
The auditors report does not contain any qualification, reservation or adverse remark or disclaimer or modified opinion.
Secretarial Audit report for the year ended March 31, 2023
As required under provisions of Section 204 of the Companies Act, 2013 and pursuant to Regulation 24A of Listing Regulations, the reports in respect of the Secretarial Audit for FY 2022-23 carried out by M/s. Rathi and Associates, Company Secretaries, in Form MR-3 forms part to this report. Also, the Secretarial Audit Reports for FY 2022-23 in Form MR-3 in respect of Oberoi Constructions Limited, and Incline Realty Private Limited, the material unlisted subsidiaries of your Company, forms part of this report. The said reports do not contain any adverse observation or qualification or modified opinion.
Statutory Auditor''s appointment
The members of the Company at the last (i.e. 24th) Annual General Meeting held on July 15, 2022 reappointed S R B C & Co LLP, Chartered Accountant (Firm registration No. 324982E/ E300003) as the Statutory Auditors of the Company to hold office for the second term of 5 consecutive years i.e. from the conclusion of the 24th Annual General Meeting till the conclusion of the 29th Annual General Meeting to be held in the year 2027.
In respect of FY 2022-23, your Company is required to maintain cost records as specified by the Central Government under Section 148(1) of the Companies Act, 2013 for the Construction industry, and accordingly such accounts and records are made and maintained by your Company.
The said cost accounts and records are also required to be audited 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 accordingly as per the recommendation of the Audit Committee, the Board of Directors at its meeting held on May 26, 2022, appointed M/s. Kishore Bhatia & Associates, Cost Accountants, as the Cost Auditors of the Company for FY 2022-23.
In respect of FY 2023-24, the Board based on the recommendation of the Audit Committee has approved the appointment of M/s. Kishore Bhatia & Associates, Cost Accountants, as the cost auditors of the Company. A resolution for ratification of the remuneration to be paid for such appointment is included in the notice of the ensuing Annual General Meeting.
Other disclosure as per provisions of Section 1 34 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014 are furnished as under:
Pursuant to the provisions of Section 134(3)(a) of the Companies Act, 2013, the Annual Return for the financial year ended March 31, 2023 is available on the website of the Company at https://www.oberoirealty.com, under the section ''Investor Corner'', ''Notices/Others''.
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 under:
Value of Imports (on C. I. F. Basis)
('' in Lakh) |
|
Particulars |
2022-23 2021-22 |
Materials |
63.59 14.65 |
Capital Goods |
38.80 5.15 |
Expenditure in Foreign currency (on payment basis) ('' in Lakh) |
|
Particulars |
2022-23 2021-22 |
Foreign Travel |
10.44 - |
Professional Fees |
308.70 550.98 |
Others |
1,693.60 729.57 |
Earnings in Foreign currency (on receipts basis) ('' in Lakh) |
|
Particulars |
2022-23 2021-22 |
Sale of residential units |
- - |
Hospitality services |
4,957.65 584.13 |
Compliance with Secretarial Standards
The Company is in compliance with the mandatory Secretarial Standards.
Unclaimed and Unpaid Dividends, and transfer of shares to IEPF
Kindly refer section on Corporate Governance, under head ''Unclaimed and Unpaid Dividends, and transfer to Shares of IEPF'' for the amounts of unclaimed and unpaid dividends lying with the Company.
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.
Pursuant to Section 124 of the Companies Act, 2013 read with the Investor Education Protection Fund Authority (Accounting,
Audit, Transfer and Refund) Rules, 2016 ("Rules"), all dividends remaining unpaid or unclaimed for a period of 7 years and also the shares in respect of which the dividend has not been claimed by the shareholders for 7 consecutive years or more are required to be transferred to Investor Education Protection Fund (IEPF) in accordance with the procedure prescribed in the Rules. Accordingly, during FY 2022-23, the Company has transferred to IEPF the unclaimed and unpaid dividend pertaining to FY 2014-15 of '' 53,926. Further, during FY 2022-23, 116 shares were transferred to IEPF authority as dividend in respect of those shares had not been claimed by the shareholders for 7 consecutive years. Also during FY 2023-24, the Company has transferred to IEPF the unclaimed and unpaid dividend pertaining to FY 2015-16 of '' 42,314 and also 111 shares in respect of which shares the dividend had not been claimed by the shareholders for 7 consecutive years. The details of the dividend amount and shares so transferred are available on the website of Company.
Members can claim from IEPF Authority their dividend entitlements and/or shares transferred to IEPF by following the required procedure.
Service of documents through electronic means
Subject to the applicable provisions of the Companies Act, 2013, and applicable law, 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.
The Company has complied with the provisions relating to the constitution of Internal Complaint Committee ("ICC'''') as required under The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 [14 of 2013].
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.
Neither were any complaints filed during FY 2022-23 under the provisions of the said Act, nor were any complaints outstanding as at the beginning and end of the year under review.
The report on Corporate Governance and also the report of the Statutory Auditors regarding compliance with the conditions of Corporate Governance have been furnished in the Annual Report and forms 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.
Business Responsibility and Sustainability Reporting
In compliance with the Regulation 34(2)(f) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
read with SEBI circulars issued from time to time, the Business Responsibility and Sustainability Reporting for the financial year ended March 31, 2023 has been separately furnished in the Annual Report and forms a part of the Annual Report.
Dividend Distribution Policy
In compliance with the Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015,the Dividend Distribution Policy formulated by the Company is available on the website of the Company https://www. oberoirealty.com/pdf/Dividend-Distribution-Policv.pdf
ACKNOWLEDGEMENTS AND APPRECIATION:
Your Directors take this opportunity to thank the employees, 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 DirectorsVikas Oberoi
Chairman & Managing Director DIN: 00011701
Date: May 16, 2023 Place: Mumbai
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 Mail: [email protected] Website: www.oberoirealty.com
Mar 31, 2022
Your Directors have pleasure in presenting the 24th Annual Report of the Company on the business and operations of the Company, together with the Audited Financial Statements for the year ended March 31, 2022.
The Company''s performance during the financial year ended March 31,2022 as compared to the previous financial year is summarized below:
('' in Lakh) |
||||
Particulars |
CONSOLIDATED |
STANDALONE |
||
2021-22 |
2020-21 |
2021-22 |
2020-21 |
|
Revenue from operations Other income Total revenue Expenses Profit before share of profit of joint venture (net) Share of Profit/(Loss) of joint ventures (net) Profit before tax Tax expenses Other comprehensive income (net of tax) Total comprehensive income for the year |
2,69,397.04 |
2,05,257.95 |
1,01,247.76 |
84,967.39 |
5,845.09 |
3,800.70 |
6,233.30 |
5,148.73 |
|
2,75,242.13 |
2,09,058.65 |
1,07,481.06 |
90,116.12 |
|
1,63,844.65 |
1,16,941.12 |
57,631.36 |
39,264.84 |
|
1,11,397.48 |
92,117.53 |
49,849.70 |
50,851.28 |
|
23,960.23 |
324.95 |
- |
- |
|
1,35,357.71 |
92,442.48 |
49,849.70 |
50,851.28 |
|
30,647.88 |
18,513.30 |
11,662.59 |
9,189.74 |
|
76.85 |
225.04 |
55.71 |
166.49 |
|
1,04,786.68 |
74,154.22 |
38,242.82 |
41,828.03 |
NATURE OF BUSINESS
The Company is primarily engaged in the activities of Real Estate Development. The Company develops residential, commercial, retail and social infrastructure projects. There was no change in 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 '' 2,75,242.13 Lakh as compared to '' 2,09,058.65 lakh for the previous year, representing an increase of 31.66%; profit before tax stood at '' 1,35,357.71 Lakh for the year under review as compared to '' 92,442.48 Lakh for the previous year representing an increase of 46.42%; and the total comprehensive income stood at '' 1,04,786.68 Lakh as compared to '' 74,154.22 Lakh for the previous year representing an increase of 41.31%.
Standalone Financials
During the year under review, the total revenue stood at '' 1,07,481.06 Lakh as compared to '' 90,116.12 Lakh for the previous year representing an increase of 19.27 %; profit before tax stood at '' 49,849.70 Lakh for the year under review as
compared to '' 50,851.28 Lakh for the previous year representing a decrease of 1.97 %; and the total comprehensive income stood at '' 38,242.82 Lakh as compared to '' 41,828.03 Lakh for the previous year representing a decrease of 8.57 %.
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, 2022 is attached to the financial statements hereto.
During the year under review Encase Realty Private Limited was incorporated on January 19, 2022, as a wholly owned subsidiary of Company. During the year under review, Perspective Realty Private Limited, which until last year was an indirect wholly owned subsidiary, has become a direct wholly owned subsidiary of the Company. Save and except the same, no company has become or ceased as a subsidiary, associate, or joint venture of your Company during the year under review.
It is not proposed to transfer any amount to reserves out of the profits earned during FY 2021-22.
material (i.e., satisfying the criteria provided in first proviso of section 188(1) of the Companies Act, 2013) in nature. Hence, no particulars in form AOC-2 are furnished.
Kindly refer the financial statements for the transactions with related parties entered during the year under review.
PARTICULARS OF LOANS, GUARANTEES, INVESTMENTS UNDER SECTION 186
Kindly refer the financial statements for the loans, guarantees and investments given/made by the Company as on March 31, 2022.
NON-CONVERTIBLE DEBENTURES
During the year under review, an aggregate amount of '' 1,00,000 Lakh was raised by way of issue of listed, secured, rated, redeemable, non-convertible debentures on private placement basis. The entire Issue proceeds were utilised towards the objects of the Issue during the year under review. Kindly refer the report on Corporate Governance for the utilization of the said proceeds.
Also, from the '' 69,800 Lakh of listed, secured, rated, redeemable, non-convertible debentures (NCDs) issued on private placement basis in FY 2020-21, the balance NCDs of '' 42,000 Lakh were repaid during the year under review. Accordingly, all of the said NCDs stands redeemed during FY 2021-22.
Axis Trustee Services Limited is the debenture trustee for the nonconvertible debentures issued by the Company. Their contacts details are as under:
Axis Trustee Services Limited The Ruby, 2nd Floor, SW,
29, Senapati Bapat Marg,
Dadar West, Mumbai- 400 028,
Telephone No.: 91 22 6230 0451 Mail: [email protected] Website: https://www.axistrustee.in/
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 is furnished.
DISCLOSURE RELATING TO SWEAT EQUITY SHARES
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 is furnished.
DISCLOSURE RELATING TO EMPLOYEE STOCK OPTION SCHEME AND EMPLOYEE STOCK PURCHASE SCHEME
During the year under review there were no instances of grant, vest, exercise, or lapse/ cancellation of employee stock option scheme under the Employee Stock Option Scheme of the Company. Also, as at the beginning of the year, there were no
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 ''3 per equity share, i.e. 30% of the paid up Equity Share Capital for the year ended March 31, 2022 (previous year: Nil).
During the year under review, your Company neither accepted any deposits nor there were any amounts outstanding at the beginning of the year which were classified as ''Deposits'' in terms of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposit) Rules, 2014 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 date of this report.
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 Statutory Auditors and the Internal Auditors of the Company on the inefficiency or inadequacy of such controls.
Adequate internal control systems commensurate with the nature of the Company''s business, size and complexity of its operations are in place and have been operating satisfactorily. Internal control systems comprising of policies and procedures are designed to ensure reliability of financial reporting, timely feedback on achievement of operational and strategic goals, compliance with policies, procedure, applicable laws and regulations. Internal control systems are designed to ensure that all assets and resources are acquired economically, used efficiently and adequately protected.
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 impact on the going concern status and the Company''s operations in future.
There are no proceedings initiated/pending against the Company under the Insolvency and Bankruptcy Code, 2016.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS 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 ordinary course of business and on arm''s length. Further none of such transactions/contracts/ arrangements are
outstanding options granted. Hence, no disclosures in terms of Companies (Share Capital and Debenture) Rules, 2014 and SEBI (Employee Share Based Employee Benefits) Regulations, 2014 are required.
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
There was no change in the composition of Board of Directors and the Key Managerial Personnel during the year under review.
Mr. Saumil Daru is liable to retire by rotation at the 24th Annual General Meeting in terms of Section 152 read with Section 149(13) of the Companies Act, 2013, and the said Director has offered himself for reappointment. The resolution for his reappointment is incorporated in the Notice of the ensuing Annual General Meeting, and the brief profile and other information as required under Regulation 36(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") relating to him forms part of the Notice of ensuing Annual General Meeting.
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 fulfill the criteria of independence as specified in Section 149(6) of the Companies Act, 2013.
All those Independent Directors who are required to undertake the online proficiency self-assessment test as contemplated under Rule 6(4) of the Companies (Appointment and Qualification of Directors) Rules, 2014, have passed such test.
DISCLOSURES RELATED TO BOARD, COMMITTEES AND POLICIES
Board Meetings
The Board of Directors met 6 times during the financial year ended March 31, 2022 in accordance with the provisions of the Companies Act, 2013 and rules made there under. All the Directors actively participated in the meetings and provided their valuable inputs on the matters brought before the Board of Directors from time to time. Additionally, on March 10, 2022, the Independent Directors held a separate meeting in compliance with the requirements of Schedule IV of the Companies Act, 2013 and the provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
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, 2022, 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 explanations relating to material departures, wherever applicable;
(b) such accounting policies have been selected and applied consistently and the Directors made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2022 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 (1) of Section 178 of the Companies Act, 2013. Kindly refer section on Corporate Governance, under 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.
An Audit Committee is in existence in accordance with the provisions of Section 177 of the Companies Act, 2013. Kindly refer section on Corporate Governance, under head ''Audit Committee'' for matters relating to constitution, meetings and functions of this Committee.
Corporate Social Responsibility Committee
As per the provisions of Section 1 35 of the Companies Act,
2013, a Corporate Social Responsibility (CSR) Committee constituted by the Board of Directors exists.
For details of the composition of the Committee, the CSR policy and other relevant details that are required to be disclosed under the provisions of Section 134(3)(o) of the Companies Act, 2013 and the Companies (Corporate Social Responsibility Policy) Rules,
2014, kindly refer Annexure I attached herewith and which forms part of this report.
To undertake necessary activities in connection with the nonconvertible debentures issued by the Company, a NCD Committee of the Board of Directors, comprising of Mr. Vikas Oberoi, Ms. Bindu Oberoi and Mr. Saumil Daru is in existence. During FY 2021-22, the Committee met 3 times on June 15, 2021, September 9, 2021, December 10, 2021, which were attended by Mr. Vikas Oberoi and Mr. Saumil Daru.
For details of other board committees, kindly refer the section on Corporate Governance.
Vigil Mechanism for the Directors and Employees
In compliance with the provisions of Section 177(9) of the Companies Act, 2013, 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 Company at https://www.oberoirealty.com/pdf/Whistle Blower Policy. pdf
During the year under review, no instances of fraud were reported by the Auditors of the Company.
The Board of Directors of the Company has put in place 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 organization 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 criteria upon which every Director, every Committee, and the Board as a whole shall be evaluated. During the year under review the evaluation of every Director, every Committee, and the Board had been carried out.
Particulars of Employees and Remuneration
Disclosures with respect to the remuneration of Directors and employees as required under Section 197 of the Companies Act and Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 has been provided in Annexure II attached herewith and forms part of this report. The information required pursuant to Section 197 of the Companies Act read with Rule 5(2) & (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company is provided in a separate exhibit which is available on the website of the Company at https://www.oberoirealtv.com/real-estate-investment/investors#!notices, and is so available for inspection by the Members up to the date of the ensuing Annual General Meeting.
Payment of remuneration/commission to Executive Directors from holding or subsidiary companies
None of the Managing Director, and the Whole Time Director of the Company are in receipt of remuneration/commission from any subsidiary company of the Company. The Company has no holding company.
The matters related to Auditors and their Reports are as under:
Observation of statutory auditors on financial statements for the year ended March 31, 2022
The auditors report does not contain any qualification, reservation or adverse remark or disclaimer or modified opinion.
Secretarial Audit report for the year ended March 31, 2022
As required under provisions of Section 204 of the Companies Act, 2013 and pursuant to Regulation 24A of Listing Regulations, the reports in respect of the Secretarial Audit for FY 2021-22 carried out by M/s. Rathi and Associates, Company Secretaries, in Form MR-3 forms part to this report. Also, the Secretarial Audit Reports for FY 2021-22 in Form MR-3 in respect of Oberoi Constructions Limited, and Incline Realty Private Limited, the material unlisted subsidiaries of your Company, forms part of this report. The said reports does not contain any adverse observation or qualification or modified opinion.
Statutory Auditors appointment
S R B C & Co LLP, Chartered Accountants, were appointed as Statutory Auditors of the Company at the 19th Annual General Meeting held in 2017 to hold office for a term of 5 year i.e until the conclusion of 24th Annual General Meeting to be held in 2022.
In terms of provision of Section 1 39 of the Companies Act, 2013, S R B C & Co LLP are eligible and have consented for their being considered for reappointment to hold office for another term of 5 consecutive years i.e from the conclusion of the ensuing 24th Annual General Meeting until the conclusion of 29th Annual General Meeting to be held in 2027.
The Audit Committee and the Board of Directors has recommended to the members of the Company, the appointment of S R B C & Co LLP for the above mentioned term of 5 year.
Necessary resolution for reappointment of S R B C & Co LLP as Statutory Auditors of the Company is included in the notice of Annual General Meeting for seeking approval of members.
In respect of FY 2021-22, your Company is required to maintain cost records as specified by the Central Government under Section 148(1) of the Companies Act, 2013 for the Construction industry, and accordingly such accounts and records are made and maintained by your Company.
The said cost accounts and records are also required to be audited 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 accordingly as per the recommendation of the Audit Committee, the Board of Directors at its meeting held on May 14, 2021, appointed M/s. Kishore Bhatia & Associates, Cost Accountants, as the Cost Auditors of the Company for FY 2021-22.
In respect of FY 2022-23, the Board based on the recommendation of the Audit Committee has approved the appointment of M/s. Kishore Bhatia & Associates, Cost Accountants, as the cost auditors of the Company. A resolution for ratification of the remuneration to be paid for such appointment is included in the notice of the ensuing Annual General Meeting.
Other disclosures as per provisions of Section 134 of the Act read with Companies (Accounts) Rules, 2014 are furnished as under:
Pursuant to the provisions of Section 134(3)(a) of the Companies Act, 2013, the Annual Return for the financial year ended March 31, 2022 is available on the website of the Company at https://www.oberoirealty.com, under the section ''Investor Corner'', ''Notices/Others''.
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 under:
Value of Imports (on C. I. F. Basis)
('' in Lakh) |
|
Particulars |
2021-22 2020-21 |
Materials Capital Goods |
14.65 8.57 |
5.15 41.94 |
|
Expenditure in Foreign currency (on payment basis) ('' in Lakh) |
|
Particulars |
2021-22 2020-21 |
Foreign Travel Professional Fees Others |
- 0.13 |
550.98 132.85 |
|
729.57 106.93 |
|
Earnings in Foreign currency (on receipts basis) ('' in Lakh) |
|
Particulars |
2021-22 2020-21 |
Sale of residential units |
- 70.70 |
Hospitality services |
584.13 97.49 |
Compliance with Secretarial Standards
The Company is in compliance with the mandatory Secretarial Standards.
Unclaimed and Unpaid Dividends, and transfer of shares to IEPF
Kindly refer section on Corporate Governance, under head ''Unclaimed and Unpaid Dividends, and transfer to Shares of IEPF'' for the amounts of unclaimed and unpaid dividends lying with the Company.
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.
Pursuant to Section 124 of the Companies Act, 2013 read with the Investor Education Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("Rules"), all dividends remaining unpaid or unclaimed for a period of 7 years and also the shares in respect of which the dividend has not been claimed by the shareholders for 7 consecutive years or more are required to be transferred to Investor Education Protection Fund (IEPF) in accordance with the procedure prescribed in the Rules. Accordingly, during FY 2021-22, the Company has transferred to IEPF the unclaimed and unpaid dividend pertaining to FY 2013-14 of '' 38,576. Further, during FY 2021-22, 673 shares were transferred to IEPF authority as dividend in respect of those shares had not been claimed by the shareholders for 7 consecutive years. The details of the shares so transferred are available on the website of Company.
Members can claim from IEPF Authority their dividend entitlements and/or shares transferred to IEPF by following the required procedure.
Service of documents through electronic means
Subject to the applicable provisions of the Companies Act, 2013, and applicable law, 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.
The Company has complied with the provisions relating to the constitution of Internal Complaint Committee ("ICC'''') as required under The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 [14 of 2013].
Separate ICC exists for the real estate division as well as the hospitality division ''Westin Mumbai Garden City'' ("WMGC"). 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.
Neither were any complaints filed during FY 2021-22 under the provisions of the said Act, nor were any complaints outstanding as at the beginning of the year under review at the real estate division of the Company. During the year under review, 1 complaint was filed with the ICC of WMGC under the provisions
of the said Act, which was disposed off during the year under review.
No complaints were outstanding as at the beginning and end of the year under review.
The report on Corporate Governance and also the report of the Statutory Auditors regarding compliance with the conditions of Corporate Governance have been furnished in the Annual Report and forms 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.
Business Responsibility Reporting
In compliance with the Regulation 34(2)(f) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with SEBI circulars issued from time to time, the Business Responsibility Report for the financial year ended March 31, 2022 has been separately furnished in the Annual Report and forms a part of the Annual Report.
In compliance with the Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015,the Dividend Distribution Policy formulated by the
Company is available on the website of the Company https://www.oberoirealty.com/pdf/Dividend-Distribution-Policv.pdf
ACKNOWLEDGEMENTS AND APPRECIATION:
Your Directors take this opportunity to thank the employees, 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 DirectorsVikas Oberoi
Chairman & Managing Director DIN: 00011701
Date: May 26, 2022 Place: Mumbai
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: [email protected] Website: https://www.oberoirealty.com
Mar 31, 2021
Your Directors have pleasure in presenting the 23rd Annual Report of the Company on the business and operations of the Company, together with the Audited Financial Statements for the year ended March 31,2021.
The Company''s performance during the financial year ended March 31, 2021 as compared to the previous financial year is summarized below:
('' in Lakh) |
||||
Particulars |
CONSOLIDATED |
STANDALONE |
||
2020-21 |
2019-20 |
2020-21 |
2019-20 |
|
Revenue from operations Other income Total revenue Expenses Profit before share of profit of joint venture (net) Share of Profit/(Loss) of joint ventures (net) Profit before tax Tax expenses Other comprehensive income (net of tax) Total comprehensive income for the year |
2,05,257.95 |
2,23,763.29 |
84,967.39 |
61,966.20 |
3,800.70 |
4,835.22 |
5,148.73 |
12,419.52 |
|
2,09,058.65 |
2,28,598.51 |
90,116.12 |
74,385.72 |
|
1,16,941.12 |
1,32,300.16 |
39,264.84 |
32,494.49 |
|
92,117.53 |
96,298.35 |
50,851.28 |
41,891.23 |
|
324.95 |
590.88 |
- |
- |
|
92,442.48 |
96,889.23 |
50,851.28 |
41,891.23 |
|
18,513.30 |
27,956.21 |
9,189.74 |
10,406.89 |
|
225.04 |
(14.02) |
166.49 |
(14.40) |
|
74,154.22 |
68,919.00 |
41,828.03 |
31,469.94 |
The Company is primarily engaged in the activities of Real Estate Development. The Company develops residential, commercial, retail and social infrastructure projects. There was no change in nature of the business of the Company, during the year under review.
FINANCIAL PERFORMANCEConsolidated Financials
During the year under review, your Company''s consolidated total revenue stood at '' 2,09,058.65 lakh as compared to '' 2,28,598.51 lakh for the previous year, representing a decrease of 8.55%; profit before tax stood at '' 92,442.48 lakh for the year under review as compared to '' 96,889.23 lakh for the previous year representing a decrease of 4.59%; and the total comprehensive income stood at '' 74,154.22 lakh as compared to '' 68,919.00 lakh for the previous year representing an increase of 7.60%.
During the year under review, the total revenue stood at '' 90,116.12 lakh as compared to '' 74,385.72 lakh for the previous year representing an increase of 21.15%; profit before tax stood at '' 50,851.28 lakh for the year under review as compared to ''41,891 .23 lakh for the previous year representing an increase of 21.39%; and the total comprehensive income stood at '' 41,828.03 lakh as compared to '' 31,469.94 lakh for the previous year representing an increase of 32.91%.
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, 2021 is attached to the financial statements hereto.
During the year under review Homexchange Limited was incorporated as a joint venture of Company. Save and except the same, no company has become or ceased as a subsidiary, associate, or joint venture of your Company during the year under review.
It is not proposed to transfer any amount to reserves out of the profits earned during FY 2020-21.
With a view to conserve resources, the Directors do not recommend any dividend for the year ended March 31,2021 (previous year: Nil).
DEPOSITS
During the year under review, your Company neither accepted any deposits nor there were any amounts outstanding at the beginning of the year which were classified as ''Deposits'' in terms of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposit) Rules, 2014 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 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 Statutory Auditors and the Internal Auditors of the Company on the inefficiency or inadequacy of such controls.
INTERNAL CONTROL SYSTEMS
Adequate internal control systems commensurate with the nature of the Company''s business, size and complexity of its operations are in place and have been operating satisfactorily. Internal control systems comprising of policies and procedures are designed to ensure reliability of financial reporting, timely feedback on achievement of operational and strategic goals, compliance with policies, procedure, applicable laws and regulations. Internal control systems are designed to ensure that all assets and resources are acquired economically, used efficiently and adequately protected.
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 impact on the going concern status and the Company''s operations in future.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS 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 ordinary course of business and on arm''s length. Further none of such transactions/contracts/ arrangements are material (i.e., satisfying the criteria provided in first proviso of section 188(1) of the Companies Act, 2013) in nature. Hence, no particulars in form AOC-2 are furnished.
Kindly refer the financial statements for the transactions with related parties entered during the year under review.
PARTICULARS OF LOANS, GUARANTEES, INVESTMENTS UNDER SECTION 186
Kindly refer the financial statements for the loans, guarantees and investments given/made by the Company as on March 31,2021.
UTILIZATION OF PROCEEDS OF NON-CONVERTIBLE DEBENTURES
During the year under review, an aggregate amount of '' 69,800 lakh was raised by way of issue of listed, secured, rated, redeemable, non-convertible debentures on private placement basis. The entire Issue proceeds were utilised towards the objects of the Issue during the year under review. Kindly refer the report on Corporate Governance for the utilization of the said proceeds.
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 is furnished.
DISCLOSURE RELATING TO SWEAT EQUITY SHARES
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 is furnished.
DISCLOSURE RELATING TO EMPLOYEE STOCK OPTION SCHEME AND EMPLOYEE STOCK PURCHASE SCHEME
During the year under review the Nomination, Remuneration, Compensation and Management Development Committee of the Directors ("Committee"), and the Board of Directors approved the introduction and implementation of ''ORL Employee Stock Option Plan 2020'' ("ESOP 2020"). ESOP 2020 was approved by the members of the Company at the Annual General Meeting held on September 28, 2020.
The Company had during the year under review made grant of an aggregate of 15,30,378 options under ESOP 2020 to class of employees as determined by the Committee. However, all of the said options stands cancelled for want of acceptance by the options grantees within the stipulated time.
Hence there are no outstanding options under ESOP 2020 as on March 31,2021.
Accordingly, no disclosures in terms of Companies (Share Capital and Debenture) Rules, 2014 and SEBI (Employee Share Based Employee Benefits) Regulations, 2014 are required.
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 PERSONNELBoard of Directors and Key Managerial Personnel
There was no change in the composition of Board of Directors and the Key Managerial Personnel during the year under review.
Ms. Bindu Oberoi is liable to retire by rotation at the 23rd Annual General Meeting in terms of Section 152 read with Section 149(13) of the Companies Act, 2013, and the said Director has offered herself for reappointment. The resolution for her reappointment is incorporated in the Notice of the ensuing Annual General Meeting, and the brief profile and other information as required under Regulation 36(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") relating to her forms part of the Notice of ensuing Annual General Meeting.
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 fulfill the criteria of independence as specified in Section 149(6) of the Companies Act, 2013.
In view of the available time limit, those Independent Directors who are required to undertake the online proficiency selfassessment test as contemplated under Rule 6(4) of the Companies (Appointment and Qualification of Directors) Rules, 2014, are yet to undertake such test.
DISCLOSURES RELATED TO BOARD, COMMITTEES AND POLICIESBoard Meetings
The Board of Directors met 4 times during the financial year ended March 31, 2021 in accordance with the provisions of the Companies Act, 201 3 and rules made there under. All the Directors actively participated in the meetings and provided their valuable inputs on the matters brought before the Board of Directors from time to time. Additionally, on March 6, 2021, the Independent Directors held a separate meeting in compliance with the requirements of Schedule IV of the Companies Act, 2013 and the provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
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 31,2021, 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 explanations relating to material departures, wherever applicable;
(b) such accounting policies have been selected and applied consistently and the Directors made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31,2021 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 (1) of Section 178 of the Companies Act, 2013. Kindly refer section on Corporate Governance, under 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.
An Audit Committee is in existence in accordance with the provisions of Section 177 of the Companies Act, 2013. Kindly refer section on Corporate Governance, under head ''Audit Committee'' for matters relating to constitution, meetings and functions of this Committee.
Corporate Social Responsibility Committee
As per the provisions of Section 135 of the Companies Act, 2013, a Corporate Social Responsibility (CSR) Committee constituted by the Board of Directors exists.
For details of the composition of the Committee, the CSR policy and other relevant details that are required to be disclosed under the provisions of Section 134(3)(o) of the Companies Act, 2013 and the Companies (Corporate Social Responsibility Policy) Rules, 2014, kindly refer Annexure I attached herewith and which forms part of this report.
To undertake necessary activities in connection with the nonconvertible debentures aggregating to '' 69,800.00 lakh issued during FY 2020-21, a NCD Committee was constituted by the Board of Directors, comprising of Mr. Vikas Oberoi, Ms. Bindu Oberoi and Mr. Saumil Daru. During FY 202021, the Committee met 7 times on September 24, 2020, September 25, 2020, September 28, 2020 (twice), October 1, 2020, December 11,2020, and March 9, 2021, which were attended by Mr. Vikas Oberoi and Mr. Saumil Daru.
For details of other board committees, kindly refer the section on Corporate Governance.
Vigil Mechanism for the Directors and Employees
In compliance with the provisions of Section 177(9) of the Companies Act, 2013, 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 Company at
https://www.oberoirealty.com/pdf/Whistle_Blower_Policy.pdf
During the year under review, no instances of fraud were reported by the Auditors of the Company.
The Board of Directors of the Company has put in place 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 organization 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 criteria upon which every Director, every Committee, and the Board as a whole shall be evaluated. During the year under review the evaluation of every Director, every Committee, and the Board had been carried out.
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 II attached herewith and which forms part of this report.
Payment of remuneration/commission to Executive Directors from holding or subsidiary companies
None of the Managing Director, and the Whole Time Director of the Company are in receipt of remuneration/commission from any subsidiary company of the Company. The Company has no holding company.
The matters related to Auditors and their Reports are as under:
Observation of statutory auditors on financial statements for the year ended March 31,2021
The auditor''s report does not contain any qualification, reservation or adverse remark or disclaimer or modified opinion.
Secretarial Audit report for the year ended March 31,2021
As required under provisions of Section 204 of the Companies Act, 2013 and pursuant to Regulation 24A of Listing Regulations, the reports in respect of the Secretarial Audit for FY 2020-21 carried out by M/s. Rathi and Associates, Company Secretaries, in Form MR-3 forms part to this report. Also, the Secretarial Audit Reports for FY 2020-21 in Form MR-3 in respect of Oberoi Constructions Limited, and Incline Realty Private Limited, the material unlisted subsidiaries of your Company, forms part of this report. The said reports does not contain any adverse observation or qualification or modified opinion.
Statutory Auditors appointment
Pursuant to the provisions of Section 139 of Companies Act, 201 3 read with the Companies (Audit and Auditors) Rules, 2014, as amended, S R B C & Co LLP, Chartered Accountants, the Statutory Auditors of the Company, hold office upto the conclusion of 24th Annual General Meeting.
Though not mandatory, as a good governance practice, a business for the ratification of the appointment of the said Statutory Auditors has been included in the notice of 23rd Annual General Meeting.
In respect of FY 2020-21, your Company is required to maintain cost records as specified by the Central Government under section 148(1) of the Companies Act, 2013 for the Construction industry, and accordingly such accounts and records are made and maintained by your Company.
The said cost accounts and records are also required to be audited pursuant to the provisions of Section 1 48 of the Companies Act, 2013, read with notifications/circulars issued by the Ministry of Corporate Affairs from time to time, and accordingly as per the recommendation of the Audit Committee, the Board of Directors at its meeting held on July 14, 2020, appointed M/s. Kishore Bhatia & Associates, Cost Accountants, as the Cost Auditors of the Company for FY 2020-21.
In respect of FY 2021-22, the Board based on the recommendation of the Audit Committee has approved the appointment of M/s. Kishore Bhatia & Associates, Cost Accountants, as the cost auditors of the Company. A resolution for ratification of the remuneration to be paid for such appointment is included in the notice of the ensuing Annual General Meeting.
Other disclosures as per provisions of Section 134 of the Act read with Companies (Accounts) Rules, 2014 are furnished as under:
Pursuant to the provisions of Section 134(3)(a) of the Companies Act, 2013, the Annual Return for the financial year ended March 31,2021 is available on the website of the Company at www.oberoirealty.com. under the section ''Investor Corner'', ''Notices/Others''.
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 under:
Value of Imports (on C. I. F. Basis) |
('' in Lakh) |
|
Particulars |
2020-21 |
2019-20 |
Materials |
8.57 |
6.88 |
Capital Goods |
41.94 |
173.65 |
Expenditure in Foreign currency (on payment basis) ('' in Lakh) |
||
Particulars |
2020-21 |
2019-20 |
Foreign Travel |
0.13 |
275.72 |
Professional Fees |
132.85 |
1,013.94 |
Others |
106.93 |
1,174.09 |
Earnings in Foreign currency (on receipts basis) ('' in Lakh) |
||
Particulars |
2020-21 |
2019-20 |
Sale of residential units |
70.70 |
- |
Hospitality services |
97.49 |
5,297.19 |
Compliance with Secretarial Standards
The Company is in compliance with the mandatory Secretarial Standards.
Unclaimed and Unpaid Dividends, and transfer of shares to IEPF
Kindly refer section on Corporate Governance, under head ''Unclaimed and Unpaid Dividends, and transfer of Shares to IEPF'' for the amounts of unclaimed and unpaid dividends lying with the Company.
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.
Pursuant to Section 124 of the Companies Act, 2013 read with the Investor Education Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("Rules"), all dividends remaining unpaid or unclaimed for a period of 7 years and also the shares in respect of which the dividend has not been claimed by the shareholders for 7 consecutive years or more are required to be transferred to Investor Education Protection Fund (IEPF) in accordance with the procedure prescribed in the Rules. Accordingly, during FY 2020-21, the Company has transferred to IEPF the unclaimed and unpaid dividend pertaining to FY 2012-13 of '' 37,976. Further, during FY 2020-21, 158 shares were transferred to IEPF authority as dividend in respect of those shares had not been claimed by the shareholders for 7 consecutive years. The details of the shares so transferred are available on the website of Company.
Members can claim from IEPF their dividend entitlements and/or shares transferred to IEPF by following the required procedure.
Service of documents through electronic means
Subject to the applicable provisions of the Companies Act, 2013, and applicable law, 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.
The Company has complied with the provisions relating to the constitution of Internal Complaint Committee ("ICC'''') as required under The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 [14 of 2013].
Separate ICC exists for the real estate division as well as the hospitality division ''Westin Mumbai Garden City''. 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.
Neither were any complaints filed during FY 2020-21 under the provisions of the said Act, nor were any complaints outstanding as at the beginning and end of the year under review.
The report on Corporate Governance and also the report of the Statutory Auditors regarding compliance with the conditions of Corporate Governance have been furnished in the Annual Report and forms 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.
Business Responsibility Reporting
In compliance with the Regulation 34(2)(f) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with SEBI circular dated December 27, 2015, the Business Responsibility Report for the financial year ended March 31, 2021 has been separately furnished in the Annual Report and
Anm wcirirvrf
In compliance with the Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015,the Dividend Distribution Policy formulated by the Company is available on the website of the Company https://www.oberoirealty.com/pdf/Dividend-Distribution-Policy.pdf
ACKNOWLEDGEMENTS AND APPRECIATION:
Your Directors take this opportunity to thank the employees, 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 DirectorsVikas Oberoi
Chairman & Managing Director DIN: 00011701 Mumbai, May 14, 2021
Mar 31, 2018
DIRECTORS'' REPORT
To The Members, Oberoi Realty Limited
The Directors have pleasure in presenting the Twentieth Annual Report of the Company on the business and operations of the Company, together with the Audited Financial Statement for the year ended March 31, 2018.
FINANCIAL RESULTS
The Company''s performance during the financial year ended March 31, 2018 as compared to the previous financial year is summarized below:
(Rs, in Lakh)
Particulars |
CONSOLIDATED |
STANDALONE |
||
2017-18 |
2016-17 |
2017-18 |
2016-17 |
|
Revenue from operations |
1,26,542.90 |
1,11,374.39 |
97,422.33 |
89,071.20 |
Other income |
2,657.80 |
4,760.29 |
10,911.85 |
5,848.15 |
Total revenue |
1,29,200.70 |
1,16,134.68 |
1,08,334.18 |
94,919.35 |
Expenses |
64,610.11 |
59,904.99 |
49,240.34 |
47,306.14 |
Profit before share of profit of joint venture (net) |
64,590.59 |
56,229.69 |
59,093.84 |
47,613.21 |
Share of Profit/(Loss) of joint ventures (net) |
361.97 |
313.93 |
- |
- |
Profit before tax |
64,952.56 |
56,543.62 |
59,093.84 |
47,613.21 |
Tax expenses |
19,072.24 |
18,684.86 |
17,377.06 |
15,548.24 |
Other comprehensive income (net of tax) |
118.67 |
22.48 |
78.62 |
20.52 |
Total comprehensive income for the year |
45,998.99 |
37,881.24 |
41,795.40 |
32,085.49 |
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 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 Rs, 1,29,200.70 lakh as compared to Rs, 1,16,134.68 lakh for the previous year, representing an increase of 11.25%; profit before tax stood at Rs, 64,952.56 lakh for the year under review as compared to Rs, 56,543.62 lakh for the previous year representing an increase of 14.87%; and the total comprehensive income stood at Rs, 45,998.99 lakh as compared to Rs, 37,881.24 lakh for the previous year representing an increase of 21.43%.
Standalone Financials
During the year under review, the total revenue stood at Rs, 1,08,334.18 lakh as compared to Rs, 94,919.35 lakh for the previous year representing an increase of 14.13%; profit before tax stood at Rs, 59,093.84 lakh for the year under review as compared to Rs, 47,61 3.21 lakh for the previous year representing an increase of 24.11%; and the total comprehensive income stood at Rs, 41,795.40 lakh as compared to Rs, 32,085.49 lakh for the previous year representing an increase of 30.26%.
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, 2018 is attached to the financial statements hereto.
No company has become or ceased as subsidiary, associate and joint venture, during the year under review.
TRANSFER TO RESERVES
It is not proposed to transfer any amount to reserves out of the profits earned during FY 2017-18.
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 Rs, 2 per equity share, i.e. 20% of the paid up Equity Share Capital for the year ended March 31, 2018 (previous year: Rs, 2 per Equity Share, (i.e. 20%) of the paid up Equity Share Capital).
DEPOSITS
During the year under review, your Company neither accepted any deposits nor there were any amounts outstanding at the beginning of the year which were classified as ''Deposits'' in terms of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposit) Rules, 2014 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 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 Statutory Auditors and the Internal Auditors of the Company on the inefficiency or inadequacy of such controls.
INTERNAL CONTROL SYSTEMS
Adequate internal control systems commensurate with the nature of the Company''s business and size and complexity of its operations are in place and have been operating satisfactorily. Internal control systems comprising of policies and procedures are designed to ensure reliability of financial reporting, timely feedback on achievement of operational and strategic goals, compliance with policies, procedure, applicable laws and regulations and that all assets and resources are acquired economically, used efficiently and adequately protected.
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 impact on the going concern status and the Company''s operations in future.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS 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 ordinary course of business and on arm''s length. Further none of such transactions/contracts/ arrangements are material (i.e., satisfying the criteria provided in first proviso of section 188(1) of the Companies Act, 2013) in nature. Hence, no particulars in form AOC-2 are furnished. Kindly refer the financial statements for the transactions with related parties entered during the year under review.
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 1 86 of the Companies Act, 201 3 has been furnished in Annexure I attached herewith and forms part of this report. Kindly refer the financial statements for the loans, guarantees and investments given/ made by the Company as on March 31, 2018.
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 is furnished.
DISCLOSURE RELATING TO SWEAT EQUITY SHARES
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 is furnished.
DISCLOSURE RELATING TO EMPLOYEE STOCK OPTION SCHEME AND EMPLOYEE STOCK PURCHASE SCHEME
During the year under review, the unexercised portion of employee stock options vested in Option Grantees on May 4, 2014 expired on May 4, 2017 for non-exercise within the Exercise Period. Further, during the year under review, certain Option Grantees have exercised 66,81 1 options vested in them.
In compliance with the provisions of Rule 1 2(9) of the Companies (Share Capital and Debenture) Rules, 2014 and SEBI (Employee Share Based Employee Benefits) Regulations, 2014, the details of Employee Stock Option Scheme as on March 31, 2018 are 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
There was no change in the composition of Board of Directors and the Key Managerial Personnel during the year under review.
Also, in terms of Section 152 read with Section 149(13) of the Companies Act, 2013, Ms. Bindu Oberoi is liable to retire by rotation. The said Director has offered herself for reappointment and resolution for her reappointment, is incorporated in the Notice of the ensuing Annual General Meeting.
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 fulfill 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 4 times during the financial year ended March 31, 2018 in accordance with the provisions of the Companies Act, 2013 and rules made there under. All the Directors actively participated in the meetings and provided their valuable inputs on the matters brought before the Board of Directors from time to time. Additionally, on January 30, 2018, the Independent Directors held a separate meeting in compliance with the requirements of Schedule IV of the Companies Act, 201 3 and the provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
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, 2018, 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 explanations relating to material departures, wherever applicable;
(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 at March 31, 2018 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 (1) of Section 178 of the Companies Act, 2013. Kindly refer section on Corporate Governance, under 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 section on Corporate Governance, under head ''Audit Committee'' for matters relating to constitution, meetings and functions of this Committee.
Corporate Social Responsibility Committee
As per the provisions of Section 135 of the Companies Act, 2013, a Corporate Social Responsibility (CSR) Committee constituted by the Board of Directors exists.
For details of the composition of the Committee, the CSR policy and other relevant details that are required to be disclosed under the provisions of Section 134(3)(o) of the Companies Act, 2013 and the Companies (Corporate Social Responsibility Policy) Rules, 2014, kindly refer Annexure III attached herewith and which forms part of this report.
Other Board Committees
For details of other board committees, kindly refer the section on Corporate Governance.
Vigil Mechanism for the Directors and Employees
In compliance with the provisions of Section 177(9) of the Companies Act, 2013, 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/pdf/Whistle Blower Policy.pdf Fraud Reporting
During the year under review, no instances of fraud were reported by the Statutory Auditors of the Company.
Risk Management Policy
The Board of Directors of the Company has put in place a Risk Management Policy which aims at enhancing shareholders'' value and providing an optimum risk-reward trade off. 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 criteria upon which every Director, every Committee and the Board as a whole shall be evaluated. During the year under review the evaluation of every Director, every Committee and the Board had been carried out.
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 attached herewith and which forms part of this report.
Payment of remuneration / commission to executive directors from holding or subsidiary companies:
None of the Managing Director and the Whole Time Director of the Company are in receipt of remuneration/commission from any subsidiary company of the Company. The Company has no holding company.
AUDITORS AND THEIR REPORTS
The matters related to Auditors and their Reports are as under:
Observations of statutory auditors on financial statements for the year ended March 31, 2018:
The auditor''s report does not contain any qualification, reservation or adverse remark or disclaimer or modified opinion.
Secretarial Audit report for the year ended March 31, 2018:
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 FY 2017-18 forms part to this report. The said report does not contain any adverse observation or qualification or modified opinion 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 Companies Act, 201 3 read with the Companies (Audit and Auditors) Rules, 2014, as amended, S R B C & Co LLP, Chartered Accountants, the Statutory Auditors of the Company, hold office up to the conclusion of Twenty Fourth (24th) 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.
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 held on May 4, 2017, appointed M/s. Kishore Bhatia & Associates, Cost Accountants, as the Cost Auditors of the Company for FY 2017-18. The Cost Audit Report for FY 2017-18 will be filed within the period stipulated under the Companies Act, 2013.
In respect of FY 2018-19, the Board based on the recommendation of the Audit Committee has approved the appointment of M/s. Kishore Bhatia & Associates, Cost Accountants, as the cost auditors of the Company. A resolution for ratification of the remuneration to be paid 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, 2018 made under the provisions of Section 92(3) of the Act is attached as Annexure V attached herewith and 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 under:
Value of Imports (on C. I. F. Basis)
(Rs, in Lakh)
Particulars |
MARCH 31, 2018 |
MARCH 31, 2017 |
Materials |
991.13 |
1,360.46 |
Capital Goods |
31.17 |
6.64 |
Expenditure in Foreign currency (on payment basis)
(Rs, in Lakh)
Particulars |
MARCH 31, 2018 |
MARCH 31, 2017 |
Foreign Travel |
5.96 |
2.40 |
Professional Fees |
66.65 |
179.43 |
Others |
1,053.07 |
1,148.17 |
Earnings in Foreign Currency (on receipts basis)
___(Rs, in Lakh)
Particulars |
MARCH 31, 2018 |
MARCH 31, 2017 |
Sale of residential units |
110.77 |
88.12 |
Hospitality services |
5,936.69 |
5,656.71 |
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, which shares stands transferred to the unclaimed shares demat suspense account in accordance with the requirements of (erstwhile) Listing Agreement and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
The requisite disclosures under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 in respect of the unclaimed shares are as under:
Particulars |
NO. OF NO. OF SHARES SHAREHOLDERS |
Aggregate number of shareholders and the outstanding shares in the suspense account lying at the beginning of the year Number of shares transferred to the suspense account during the year Number of shareholders who approached the Company for transfer of shares from suspense account during the year Number of shareholders to whom shares were transferred from suspense account during the year Aggregate number of shareholders and the outstanding shares in the suspense account lying at the end of the year |
2 200 |
Nil Nil |
|
Nil Nil |
|
Nil Nil |
|
2 200 |
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 and transfer to shares to IEPF
As on March 31, 2018, amounts of Rs, 14719, Rs, 18560, Rs, 37476, Rs, 39554, Rs, 54966, Rs, 42678 and Rs, 56162 are lying in the unpaid equity dividend account of the Company in respect of the dividends for FY 2010-11, FY 2011-12, FY 2012-13, FY 2013-14, FY 2014-15, FY 2015-16 and FY 2016-17 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.
Pursuant Section 124 of the Companies Act, 2013 read with the Investor Education Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("Rules"), all dividends remaining unpaid or unclaimed for a period of seven years and also the
shares in respect of which the dividend has not been claimed by the shareholders for seven consecutive years or more are required to be transferred to Investor Education Protection Fund in accordance with the procedure prescribed in the Rules. First of such transfers shall happen in FY 2018-19.
Service of documents through electronic means
Subject to the applicable provisions of the Companies Act, 2013, 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 Internal Complaint Committee (Rs,''ICC'''') of the Company as required under The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 exists for the real estate division as well as the hospitality division ''Westin Mumbai Garden City'' ("WMGC"). 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, 4 complaints were filed with the ICC of WMGC under the provisions of the said Act, of which two were pending disposal at the end of year. During FY 201718, the ICC of WMGC also disposed off a complaint filed with it in FY 2016-17 and which was outstanding at the end of that financial year.
Corporate Governance
The report on Corporate Governance and also the report of the Statutory Auditors regarding compliance with the conditions of Corporate Governance have been furnished in the Annual Report and forms 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.
Business Responsibility Report
In compliance with the Regulation 34(2)(f) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with SEBI circular dated December 27, 2015, the Business Responsibility Report for the financial year ended March 31, 2018 has been separately furnished in the Annual Report and forms a part of the Annual Report.
Dividend Distribution Policy
In compliance with the Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Dividend Distribution Policy formulated by the Company is available on the website of the Company https://www. oberoirealty.com/pdf/Dividend-Distribution-Policy.pdf
ACKNOWLEDGMENTS AND APPRECIATION:
Your Directors take this opportunity to thank the employees, 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
DIN: 00011701
Mumbai, April 24, 2018
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.: (022) 6677 3333
Mail: [email protected]
Fax No.: (022) 6677 3334
Website: www.oberoirealty.com
Mar 31, 2017
To
The Members,
Oberoi Realty Limited
Your Directors have pleasure in presenting the Nineteenth Annual Report of the Company on the business and operations of the Company, together with the Audited Financial Statement for the year ended March 31, 2017.
Financial Results
The Company''s performance during the financial year ended March 31, 2017 as compared to the previous financial year is summarized below:
(Rs, in Lakh)
Particulars |
Consolidated |
Standalone |
||
2016-17 |
2015-16 |
2016-17 |
2015-16 |
|
Revenue from operations |
1,11,374.39 |
1,41,614.71 |
89,071.20 |
1,18,352.69 |
Other income |
4,729.80 |
4,276.70 |
5,837.01 |
16,561.47 |
Total revenue |
1,16,104.19 |
1,45,891.41 |
94,908.21 |
1,34,914.16 |
Expenses |
59,874.50 |
79,567.13 |
47,295.00 |
66,842.35 |
Profit before tax |
56,229.69 |
66,324.28 |
47,613.21 |
68,071.81 |
Tax expenses |
18,684.86 |
22,928.18 |
15,548.24 |
18,313.57 |
Share of Profit / (loss) of associates / joint ventures (net) |
313.93 |
159.50 |
- |
- |
Profit after tax |
37,858.76 |
43,555.60 |
32,064.97 |
49,758.24 |
Other comprehensive income/ (expenses) |
22.48 |
(28.05) |
20.52 |
(7.54) |
Total Comprehensive Income for the year |
37,881.24 |
43,527.55 |
32,085.49 |
49,750.70 |
The above is an extract from the financial statements prepared in accordance with the Indian Accounting Standards as notified under section 133 of the Companies Act, 2013 read with Rule 3 of the Companies (Indian Accounting Standards) Rules, 2015 by the Ministry of Corporate Affairs, as amended by the Companies (Indian Accounting Standards) Rules, 2016.
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 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 Rs, 1,16,104.19 Lakh as compared to Rs, 1,45,891.41 Lakh for the previous year, representing a decrease of 20.42%; profit before tax stood at Rs, 56,229.69 Lakh for the year under review as compared to Rs, 66,324.28 Lakh for the previous year representing a decrease of 15.22%; and the total comprehensive income stood at Rs, 37,881.24 Lakh as compared to Rs, 43,527.55 Lakh for the previous year representing a decrease of 12.97%.
Standalone financials
During the year under review, the total revenue stood at Rs, 94,908.21 Lakh as compared to Rs, 1,34,914.16 Lakh for the previous year representing a decrease of 29.65%; profit before tax stood at Rs, 47,613.21 Lakh for the year under review as compared to Rs, 68,071.81 Lakh for the previous year representing a decrease of 30.05%; and the total comprehensive income stood at Rs, 32,085.49 Lakh as compared to Rs, 49,750.70 Lakh for the previous year representing a decrease of 35.51%.
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, 2017 is attached to the financial statements hereto.
No company has become or ceased as subsidiary, associate and joint venture, during the year under review.
Transfer to Reserves
It is not proposed to transfer any amount to reserves out of the profits earned during FY 2016-17.
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 Rs, 2 per equity share, i.e. 20% of the paid up Equity Share Capital for the year ended March 31, 2017 (previous year: Rs, 2 per Equity Share, (i.e. 20%) of the paid up Equity Share Capital).
Deposits
During the year under review, your Company neither accepted any deposits nor there were any amounts outstanding at the beginning of the year which were classified as ''Deposits'' in terms of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposit) Rules, 2014 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 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 Statutory Auditors and the Internal Auditors of the Company on the inefficiency or inadequacy of such controls.
Internal Control Systems
Adequate internal control systems commensurate with the nature of the company''s business and size and complexity of its operations are in place and have been operating satisfactorily. Internal control systems comprising of policies and procedures are designed to ensure reliability of financial reporting, timely feedback on achievement of operational and strategic goals, compliance with policies, procedure, applicable laws and regulations and that all assets and resources are acquired economically, used efficiently and adequately protected.
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 impact on the going concern status and the Company''s operations in future.
Particulars of contracts or arrangements 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 ordinary course of business and on arm''s length. Further none of such transactions/contracts/arrangements are material (i.e., satisfying the criteria provided in first provision of section 188(1) of the Companies Act, 2013) in nature. Hence, no particulars in form AOC-2 are 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 has been furnished in Annexure I attached herewith and 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 is furnished.
Disclosure relating to sweat equity shares
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 is furnished.
Disclosure relating to Employee Stock Option Scheme and Employee Stock Purchase Scheme
During the year under review, the unexercised portion of employee stock options vested in Option Grantees on May 4, 2013 expired on May 4, 2016 for non-exercise within the Exercise Period. Further, during the year under review, certain Option Grantees have exercised 2,31,581 options vested in them.
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 Employee Stock Option Scheme as on March 31, 2017 are 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
There was no change in the composition of Board of Directors and the Key Managerial Personnel during the year under review.
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 fulfill 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, 2017 in accordance with the provisions of the Companies Act, 2013 and rules made there under. All the Directors actively participated in the meetings and provided their valuable inputs on the matters brought before the Board of Directors from time to time. Additionally, on December 23, 2016, the Independent Directors held a separate meeting in compliance with the requirements of Schedule IV of the Companies Act, 2013 and the provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
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, 2017, 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 explanations relating to material departures, wherever applicable;
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 at March 31, 2017 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 (1) of Section 178 of the Companies Act, 2013. Kindly refer section on Corporate Governance, under 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 section on Corporate Governance, under 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, a Corporate Social Responsibility (CSR) Committee constituted by the Board of Directors exists.
For details of the composition of the Committee, the CSR policy and other relevant details that are required to be disclosed under the provisions of Section 134(3)(o) of the Companies Act, 2013 and the Companies (Corporate Social Responsibility Policy) Rules, 2014, kindly refer Annexure III attached herewith and which forms part of this report.
Other Board Committees
For details of other board committees, kindly refer the section on Corporate Governance.
Vigil Mechanism for the Directors and Employees
In compliance with the provisions of Section 177(9) of the Companies Act, 2013, 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/pdf/Whistle_Blower_Policy.pdf
Fraud Reporting
During the year under review, no instances of fraud were reported by the Statutory Auditors of the Company.
Risk Management Policy
The Board of Directors of the Company has put in place 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 organization 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 criteria upon which every Director, every Committee and the Board as a whole shall be evaluated.
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 attached herewith and which forms part of this report.
Payment of remuneration / commission to Managerial personnel from holding or subsidiary companies:
None of the managerial personnel i.e. the Managing Director and the Whole Time Director 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 financial statements for the year ended March 31, 2017:
The auditor''s report does not contain any qualification, reservation or adverse remark or disclaimer or modified opinion.
Secretarial Audit report for the year ended March 31, 2017:
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 FY 2016-17 forms part to this report. The said report does not contain any adverse observation or qualification or modified opinion requiring explanation or comments from the Board under Section 134(3) of the Companies Act, 2013.
Statutory Auditors appointment:
In terms of provisions of Section 139 of Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, as amended, M/s. P Raj & Co., Chartered Accountants, the existing Statutory Auditors shall vacate their office on the conclusion of ensuing Nineteenth Annual General Meeting. The Audit Committee and the Board of Directors has recommended to the members of the Company, the appointment of S R B C & Co LLP Chartered Accountants, as the next auditors, and if approved by the members S R B C & Co LLP shall hold office from the conclusion of Nineteenth (19th) Annual General Meeting till the conclusion of the Twenty Fourth (24th) Annual General Meeting subject to ratification of such appointment by members at every AGM in accordance with the provisions of said Section.
Necessary resolution for appointment of the said S R B C & Co LLP as auditors of the company 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 April 29, 2016, appointed M/s. Kishore Bhatia & Associates, Cost Accountants, as the Cost Auditors of the Company for FY2016-17. The Cost Audit Report for FY2016-17 will be filed within the period stipulated under the Companies Act, 2013.
In respect of FY2017-18, the Board based on the recommendation of the Audit Committee has approved the appointment of M/s. Kishore Bhatia & Associates, Cost Accountants as the cost auditors of the Company. A resolution for ratification of the remuneration to be paid 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, 2017 made under the provisions of Section 92(3) of the Act is attached as Annexure V attached herewith and 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 under:
Value of Imports (on C. I. F. Basis)
(Rs, in Lakh)
Particulars |
2016-17 |
2015-16 |
Materials |
1,360.46 |
809.70 |
Capital Goods |
6.64 |
219.11 |
Expenditure in Foreign currency (on payment basis)
(Rs, in Lakh)
Particulars |
2016-17 |
2015-16 |
Foreign Travel |
2.40 |
9.94 |
Professional Fees |
179.43 |
422.29 |
Others |
1,148.17 |
990.59 |
Earnings in Foreign Currency (on receipts basis)
(Rs, in Lakh)
Particulars |
2016-17 |
2015-16 |
Sale of residential units |
88.12 |
274.73 |
Hospitality services |
5,656.71 |
5,660.44 |
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, which shares stands transferred to the unclaimed shares demat suspense account in accordance with the requirements of (erstwhile) Listing Agreement and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
The requisite disclosures under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 in respect of the unclaimed shares are as under:
Particulars |
No. of shareholders |
No. of shares |
Aggregate number of shareholders and the outstanding shares in the suspense account lying at the beginning of the year |
2 |
200 |
Number of shares transferred to the suspense account during the year |
Nil |
Nil |
Number of shareholders who approached the Company for transfer of shares from suspense account during the year |
Nil |
Nil |
Number of shareholders to whom shares were transferred from suspense account during the year |
Nil |
Nil |
Aggregate number of shareholders and the outstanding shares in the suspense account lying at the end of the year |
2 |
200 |
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, 2017, amounts of Rs, 15,099, Rs, 18,640, Rs, 38,836, Rs, 39,654, Rs, 56,486 and Rs, 44,618 are lying in the unpaid equity dividend account of the Company in respect of the dividends for FY 2010-11, FY 2011-12, FY 2012-13, FY 2013-14, FY 2014-15 and FY 2015-16 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
Subject to the applicable provisions of the Companies Act, 2013, 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 Internal Complaint Committee (''''ICC'''') of the Company as required under The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 exists for the real estate division as well as the hospitality division ''Westin Mumbai Garden City'' ("WMGC"). 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, 4 complaints were filed with the ICC of WMGC under the provisions of the said Act, of which one was pending disposal at the end of year, which however stands disposed of as on date this report.
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 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.
Business Responsibility Report
In compliance with the Regulation 34(2)(f) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with SEBI circular dated December 27, 2015, the Business Responsibility Report for the financial year ended March 31, 2017 has been separately furnished in the Annual Report and forms a part of the Annual Report.
Dividend Distribution Policy
In compliance with the Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Dividend Distribution Policy formulated by the Company is available on the website of the Company www.oberoirealty.com.
Acknowledgements and Appreciation:
Your Directors take this opportunity to thank the employees, 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
Vikas Oberoi
Chairman & Managing Director
DIN: 00011701
Mumbai, May 4, 2017
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.: (022) 6677 3333
Fax No.: (022) 6677 3334 Mail : [email protected]
Website: www.oberoirealty.com
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 : [email protected]
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
Mar 31, 2011
The Directors have pleasure in presenting the Thirteenth Annual Report
together with the audited accounts for the year ended March 31, 2011.
FINANCIAL HIGHLIGHTS:
(Rs. in Lakh)
Particulars Consolidated Standalone
2010 Ã 2011 2009 Ã 2010 2010 Ã 2011 2009 Ã 2010
Operating Income 98,432.80 77,719.67 38,549.51 3,904.93
Other Operating Income1,171.34 1,268.18 432.97 117.58
Other Income 6,273.42 1,561.67 4,969.65 508.44
Total Income 105,877.56 80,549.52 43,952.13 4,530.95
Total Expenditure 44,284.46 32,551.64 19,495.31 1,709.14
Profit Before Tax
and Prior Period
Items 61,593.10 47,997.88 24,456.82 2,821.81
Add / (Less): Prior
Period Items (46.22) 82.57 49.39 78.48
Profit Before Tax 61,546.88 48,080.45 24,506.21 2,900.29
Less: Provision
for Tax 9,828.65 2,262.04 7,449.64 472.56
Profit After Tax 51,718.23 45,818.41 17,056.56 2,427.73
Balance brought
forward from
previous years 99,138.23 59,047.96 17,781.70 16,650.26
Profits Available
for Appropriation 150,856.46 104,866.37 34,838.26 19,077.99
Appropriations:
Transfer to
General Reserve 3,939.00 4,345.00 427.00 -
Dividend
Equity Shares
(Proposed) 3,282.33 577.34 3,282.33 577.34
Preference Shares
(Proposed) 0.00 115.08 0.00 115.08
Preference Shares (Paid) 0.00 489.80 0.00 489.80
Reversal of Excess
Provision of PY (83.11) - (83.11) -
Tax on Dividend
Current Year (Proposed) 532.48 117.68 532.48 30.83
Current Year (Paid) - 83.24 - 83.24
Reversal of Excess
Provision of PY (14.12) - (14.12) -
Balance carried to
Balance Sheet 143,199.88 99,138.23 30,693.68 17,781.70
FINANCIAL PERFORMANCE:
Consolidated Financials
During the year under review, the consolidated Total Income of the
Company increased to Rs.105,877.56 Lakh as compared to Rs.80,549.52
Lakh for the previous year, representing an increase of 31%. Profit
Before Tax stood at Rs.61,546.88 Lakh for the year under review as
compared to Rs.48,080.45 Lakh for the previous year representing an
increase of 28%. Profit after Tax stood at Rs.51,718.23 Lakh for the
financial year 2010-11 as compared to Rs.45,818.41 Lakh for the fi
nancial year 2009-10 representing an increase of 13%.
Standalone Financials
During the year under review, the consolidated Total Income of the
Company increased to Rs.43,952.13 Lakh as compared to Rs.4,390.95 Lakh
for the previous year, representing an increase of 870%. Profit Before
Tax stood at Rs.24,506.21 Lakh for the year under review as compared to
Rs.2,900.29 Lakh for the previous year representing an increase of
745%. Profit after Tax stood at Rs.17,056.56 Lakh for the financial
year 2010-11 as compared to Rs.2,427.73 Lakh for the financial year
2009-10 representing an increase of 603%.
INITIAL PUBLIC OFFERING:
Your Directors are happy to inform that your Companys Initial Public
Of ering (IPO / Issue) of 39,562,000 Equity Shares of face value of
Rs. 10 each received a very good response from the investors. The Issue
opened for subscription on October 6, 2010 and closed on October 8,
2010. The Anchor Investor bid / issue period was on October 5, 2010.
The Issue was priced at Rs. 260 per Equity Share (including securities
premium of Rs. 250 per Equity Share). The gross proceeds of the Issue
were Rs. 102,861.20 lakh. The Qualifi ed Institutional Bidder portion
(excluding Anchor Investor Portion) was subscribed to the extent of
21.99 times, while the Anchor Investor Portion was subscribed to the
extent of 1.43 times. Also, the Retail and Non-Institutional portion
were subscribed to the extent of 0.91 times and 3.52 times
respectively. The Issue was overall subscribed to the extent of 10.12
times. The Equity Shares of the Company were listed on the Bombay
Stock Exchange Limited and the National Stock Exchange of India Limited
on October 20, 2010. The Issue constituted 12% of fully diluted post
Issue paid-up Equity Share capital of the Company.
UTILISATION OF IPO PROCEEDS:
The Audit Committee and Board of Directors of the Company have taken on
record the statement of utilisation of IPO proceeds as on March 31,
2011 and the same is as under:
(Rs. in Lakh)
Particulars Amount
Construction of Projects 18,992.95
Acquisition of land or land development rights 3,260.00
General Corporate Purposes 202.73
Share Issue Expenses 4,060.53
Total 26,516.21
The utilisation of IPO proceeds till March 31, 2011 has been in
accordance with the Objects of the Issue mentioned in the Prospectus
dated October 13, 2010. However, your Directors with a view to bringing
fl exibility for undertaking any business opportunity which may arise
in future, have proposed a special resolution for variation in
utilisation of Issue proceeds which forms part of the Notice of Annual
General Meeting.
DIVIDEND:
Keeping in view the current economic scenario and the future funding
requirements of the Company, your Directors are pleased to recommend
dividend on the Equity Shares of the Company at the rate of Re. 1/- per
share, i.e. 10% for the year ended March 31, 2011 (Previous Year: Re.
0.2 per share (i.e. 2%)) on expanded Equity Share capital.
Dividend of Rs. 270 upto December 31, 2010 on Preference Shares has
priority over the dividend on Equity Shares.
SUBSIDIARY COMPANIES:
At present the Company has seven subsidiary companies, namely Oberoi
Constructions Private Limited, Oberoi Mall Private Limited, Kingston
Property Services Private Limited, Kingston Hospitality and Developers
Private Limited, Triumph Realty Private Limited, Expressions Realty
Private Limited and Perspective Realty Private Limited.
During the year under review, no new subsidiary was incorporated or
acquired.
SUBSIDIARY COMPANIES ACCOUNTS:
The Ministry of Corporate Af airs 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 fulfi llment of the conditions
specifi ed in the said circular.
Your Company has availed the benefi t 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
Companys subsidiaries are not attached to the Balance Sheet of your
Company. Also, in terms of the said circular, your Directors shall
fulfi ll the prescribed conditions, make the requisite disclosures and
further undertake that the annual accounts of the subsidiary companies
and the related detailed information shall be made available to
shareholders 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
shareholders at the registered of ce 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 fi
nancial 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 financial year
2010-11 for the subsidiary companies, namely Oberoi Constructions
Private Limited, Oberoi Mall Private Limited, Kingston Property
Services Private Limited, Kingston Hospitality and Developers Private
Limited, Triumph Realty Private Limited, Expressions Realty Private
Limited and Perspective 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 confi rm that:
in the preparation of the annual accounts, the applicable standards
have been followed alongwith 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 af airs 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.
the Directors have prepared the Annual Accounts on a going concern
basis.
DIRECTORS:
Mr. Jimmy Bilimoria, an Independent Non-Executive Director, shall
retire by rotation in the ensuing Annual General Meeting and being
eligible, has of ered himself for re-appointment. Mr. Kavin C. Bloomer,
a Non-Independent Non-Executive Director, who is liable to retire by
rotation at the ensuing Annual General Meeting, has not of ered himself
for re-appointment. The resolution seeking approval of the Shareholders
for re-appointment of Mr. Jimmy Bilimoria 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. Jimmy Bilimoria, 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 is annexed to the Notice of Annual General Meeting.
AUDITORS:
M/s. P. Raj & Co., Chartered Accountants, Statutory Auditors of the
Company hold of ce till the conclusion of the ensuing Annual General
Meeting and being eligible, of er themselves for re-appointment. Your
Company has received necessary certifi cate from the Statutory Auditors
to this ef ect and their re-appointment, 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 re-appointment of M/s P. Raj & Co., Chartered
Accountants as Statutory Auditors of the Company.
AUDITORS REPORT:
The Auditors Report does not contain any reservation, qualifi cation
or adverse remark.
AUDIT COMMITTEE:
The Company has constituted an Audit Committee in accordance with
provisions of Section 292A of the Companies Act, 1956 and Clause 49 of
the Listing Agreement. The composition of the Audit Committee as on the
date of this report is as under:
1. Mr. T. P. Ostwal (Chairman);
2. Mr. Anil Harish;
3. Mr. Jimmy Bilimoria;
4. Mr. Kavin C. Bloomer (Mr. Naresh Naik acting as Alternate
Director).
CORPORATE GOVERNANCE:
The report on Corporate Governance and the certifi cate from the
Statutory Auditors regarding compliance with the conditions of
Corporate Governance have been furnished in the Annual Report.
CODE OF CONDUCT:
Pursuant to Clause 49 of the Listing Agreement, the declaration signed
by the Managing Director af rming the compliance of Code of Conduct by
the Directors and senior management personnel for the financial year
2010-11 is annexed 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 form part of it.
EMPLOYEE STOCK OPTION PLAN (ESOP):
The Company values the role its employee play in the growth of the
organisation. The management fi rmly believes that the value created
and enhanced by the employees should be shared with them and hence the
Company has constituted an ESOP scheme approving issue of upto
1,443,356 options, each option conferring a right upon eligible
employee to apply for one Equity Share of Rs. 10 each of the Company.
The information in terms of Clause 12 of the SEBI (Employees Stock
Option Scheme and Employees Stock Purchase Scheme) Guidelines, 1999 is
annexed to this report.
The certifi cate from the Statutory Auditors as required under Clause
14 of the said guidelines, with respect to the implementation of the
Companys ESOP Scheme shall be placed at the Annual General Meeting.
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 of the Company concluded in the month of October 2010, certain
shares have not been credited to the demat accounts of the respective
allottees and are lying unclaimed.
As on March 31, 2011, there were 200 such unclaimed Equity Shares. 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 as on the date
of this report no response has been received from the concerned
allottees.
PARTICULARS OF EMPLOYEES:
The information under Section 217 (2A) of the Companies Act, 1956 and
the rules made there under is provided in annexure forming part of this
report. In terms of Section 219 (1B) (iv) of the Companies Act, 1956,
the reports and accounts are being send to the shareholders excluding
the aforesaid annexure. Any shareholder interested in obtaining a copy
of the same may write to the Company Secretary.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO:
As the Company is not a manufacturing company, the 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, local authorities, employees, customers, vendors
and suppliers.
Your Directors would also like to thank the Shareholders for reposing
their confi dence and faith in the Company.
For and on behalf of the Board
Vikas Oberoi
Mumbai, May 4, 2011 Chairman & Managing Director