Directors Report of Puravankara Ltd.
Mar 31, 2023
Your directors have the pleasure of presenting the 37th Annual Report on the business and operations of Puravankara Limited (âthe Companyâ), together with the audited results for the financial year ended March 31, 2023.
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(Rs. in Crores) |
||||
|
Particulars |
Standalone |
Consolidated |
||
|
Year ended 31.03.2023 |
Year ended 31.03.2022 |
Year ended 31.03.2023 |
Year ended 31.03.2022 |
|
|
Total income |
900.74 |
941.38 |
1406.99 |
1381.65 |
|
Profit before tax |
128.35 |
307.18 |
55.44 |
285.78 |
|
Profit / (Loss) after tax for the year |
114.24 |
166.07 |
66.52 |
147.56 |
|
Total Comprehensive Income |
111.75 |
166.44 |
63.33 |
146.04 |
The standalone revenues of the Company stood at Rs. 900.74 crores compared to Rs. 941.38 crores in the previous financial year Correspondingly, the company has earned profit (after tax) of Rs.114.24 crores for the year 2022-23 as against a profit (after tax) of Rs.166.07 crores in the previous financial year
Consolidated revenues of your Company stood at Rs. 1,406.99 crores, as compared to Rs. 1,381.65 crores in the previous financial year, showing an increase of 1.83%. Total consolidated profit after tax for the year stood at Rs. 66.52 Crores compared to the profit after tax of Rs. 147.56 Crore in the previous financial year.
Your Company is in the business of real estate development and sale and follows IND AS 115 for recognition of revenue. Accordingly, revenue can be recognized only when, apart from other related conditions, the house/unit is delivered to the customer The development and delivery of homes/ units take substantial time - often three to five years and hence revenue in respect of such projects can be recognized
only upon such completion. Thus, there is a substantial lag in revenue recognition. Although the sale is confirmed and customer advance is collected and construction is substantially completed, revenue cannot be recognized in line with prevailing regulations. Further, as and when the Company incurs any sales and marketing expenses, the same needs to be accounted as a cost for that period. To ensure successful launch of projects, your Company incurred a substantial amount of marketing expenses and in the financial year 2022-23 too, your Company incurred sales and marketing expenses which have been accounted for the financial year
To ensure balance between revenue and cost, your Company has ensured sufficient spread of its projects across different timelines in a manner to enable continuous delivery of projects and cash flows throughout the year under review. The Company has also started launching plotted development projects which will have a shorter completion cycle.
Puravankara Limited achieved area of 4 million sq. ft. in the financial year 2022-23 as compared to 3.52 million sq. ft. in the previous financial year 2021-22. Despite significant challenges in terms of repo rate increases by RBI and a sluggish economic environment triggered by elevated inflation and pressure on incomes, the sales value increased by 29% on year-on-year basis to Rs. 3,107 crores compared to Rs. 2,407 crores during the previous financial year We accelerated our digital initiatives, which include an exclusive digital launch of two projects and online booking. During the year, the Company launched six projects -Palm Vista, Provident Equinox, Provident Winworth, Purva South Bay, Tivoli Hills and Tree Haven across the State of Karnataka and other cities.
Further, the Company witnessed an increase in home buyers'' interest in larger homes, better amenities and well-designed projects, driving consumers to consider Puravankara. Demand resiliency in residential units, including residential plots, motivated us to have a healthy launch pipeline for FY23, especially with our new vertical Purva Land for plotted development projects. We are well-poised to capture the upcoming recovery in the real estate sector with our full-fledged experience and capabilities.
The Company has introduced âPurva Privilegeâ, a newly crafted Purva Privilege Program exclusively for Purva residents. A Two-Fold privilege program offering rewards to the resident and the prospective resident of the Company''s residential projects.
In view to augment the future growth of your Company and to conserve cash reserves, the Board of Directors considers not to recommend any dividend for the fiscal year ending March 31, 2023.
In terms of the Regulation 43A of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (âSEBI LODR Regulationsâ), the Dividend Distribution Policy of the Company is available at https://www.puravankara. com/backend/assets/uploads/investors_reports/ d2fe959c777dc8cc755e79b34eefc2e7.pdf
Pursuant to Section 123 of the Companies Act, 2013, there is no proposal to transfer any amount to the General Reserve.
DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS AND INTERNAL CONTROL SYSTEMS
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, procedures, applicable laws and regulations. Internal control systems are designed to ensure that all assets and resources are acquired economically, used efficiently and adequately protected.
The paid-up equity share capital remained unchanged at R 118.57 crore as on March 31, 2023. There were no public issues, rights issues, bonus issues or preferential issues, etc. during the year under review.
The Company has not issued any shares with differential voting rights, sweat equity shares, nor has it granted any stock options.
Disclosure regarding issue of Employee Stock Options
No ESOP was granted for the period under review.
During the year your Company issued 2300, Secured, Unlisted, Redeemable Non-Convertible Debentures aggregating to Rs. 230 crores, the same are outstanding as on the date of this report.
During the year under review your Company has not accepted any deposits covered within the ambit of Section 73 of the Companies Act, 2013 and the Rules framed thereunder, and no amount of principal or interest was outstanding as on the Balance Sheet date.
DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)
As on March 31, 2023, the Board of the Company comprised eight (8) Directors of which four (4) are Executive Directors and 4 are Non-Executive Independent Directors. The composition of the Board of Directors is in due compliance with the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
Key Managerial Personnel as per Section 203 of the Companies Act, 2013 as at the date of this report:
|
S. No. |
Name of the KMP |
Designation |
|
1. |
Mr. Ravi Puravankara |
Chairman & Whole-Time Director |
|
2. |
Mr. Nani Rusi Choksey |
Vice Chairman & Whole-Time Director |
|
3. |
Mr. Ashish Ravi Puravankara |
Managing Director |
|
4. |
Mr. Abhishek Kapoor |
Executive Director, CEO and CFO |
|
5. |
Mr. Sudip Chatterjee* |
Company Secretary & Compliance Officer |
*Mr Sudip Chatter]ee was appointed as a Whole-time Company Secretary and Compliance Officer of the Company w.e.f. 26th May 2023. During the financial year, Ms. Bindu D, resigned from the post of Whole-time Company Secretary and Compliance Officer of the Company w.e.f. 10th March 2023.
The Directors of the Company, Mr Ashish Ravi Puravankara and Mr Nani Rusi Choksey, are liable to retire by rotation at the ensuing 37th Annual General Meeting and being eligible, have offered themselves for re-appointment and the same has been recommended by the Board on the recommendation of the Nomination and Remuneration Committee of the Company.
The Notice convening the 37th (Thirty Seventh) Annual General Meeting includes the proposals for the re-appointment of the aforesaid Directors and the brief details indicating the nature of their expertise in specific functional areas and names of the companies in which they hold directorship/ membership/ chairmanship of the Board or Committees, as stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended have been provided as an annexure to the Notice convening the Thirty Seventh Annual General Meeting of your Company. Further, none of the Directors of the Company are disqualified under Section 164(2) of the Companies Act, 2013.
Independent Directors of your Company, are:
⢠Mr Anup Shah Sanmukh
⢠Ms. Shailaja Jha
⢠Mr Kulumani Gopalratnam Krishnamurthy
⢠Mr Sanjeeb Chaudhuri
The conditions relating to the appointment of an Independent Director specified in the Companies Act, 2013 and the rules made thereunder, and the SEBI Listing Regulations have been duly complied with.
The limit of remuneration (in the form of commission and sitting fees) payable to the Non-Executive Independent Director has been approved by the shareholders at the 36th Annual General Meeting held on September 27, 2022.
DECLARATION BY INDEPENDENT DIRECTORS:
The Independent Directors in their respective disclosures have confirmed that they are independent of the Management and not aware of any circumstances or situation, which exists or may be reasonably anticipated that could impair or impact their ability to discharge their duties. Based on the disclosures received from Independent Directors, the Board of Directors have confirmed that they fulfilled conditions specified in Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI Listing Regulations.
Further, the Board is of the opinion that the Independent Directors of the Company uphold highest standards of integrity and possess requisite expertise and experience required to fulfill their duties as Independent Directors.
ANNUAL PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS
The Nomination and Remuneration Committee (âNRCâ) has formulated criteria for Board evaluation, the functioning of its committees and individual Directors including Independent Directors and specified that such evaluation will be done by the NRC and the Board, pursuant to the Act and the Rules made thereunder read with the SEBI Listing
Regulations, as amended. The Company believes that it is the collective effectiveness of the Board that impacts Company''s performance. The Board''s performance is assessed against the roles and responsibilities as provided in the Act and SEBI Listing Regulations. The parameters for the Board''s performance evaluation have been derived from the Board''s core role of trusteeship to protect and enhance shareholders'' value as well as to fulfil expectations of other stakeholders through strategic supervision of the Company.
Evaluation of functioning of Board Committees is based on discussions amongst Committee members and shared by the respective Committee Chairperson with the Board.
Individual Directors are evaluated in the context of the role played by each Director as a member of the Board at its meetings, in assisting the Board in realising its role of strategic supervision of the functioning of the Company in pursuit of its purpose and goals. While the Board evaluated its performance as per the parameters laid down by the NRC, the evaluation of Individual Directors was carried out also as per the laid down parameters, in order to ensure objectivity. The Independent Directors of the Board also reviewed the performance of the Non-Independent Directors and the Board, pursuant to Schedule IV to the Act and Regulation 25 of the SEBI Listing Regulations.
During the financial year 2022-23, eight meetings of the Board of Directors were held on the following dates:
|
, Sl. No. |
Date of Board Meeting |
|
1 27.05.2022 |
|
|
2 |
11.08.2022 |
|
3 |
26.08.2022 |
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4 |
27.09.2022 |
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5 |
04.11.2022 |
|
6 |
17.12.2022 |
|
'' Sl. No. |
Date of Board Meeting |
I |
|
7 |
29.12.2022 |
|
|
8 |
10.02.2023 |
The mandatory requirement of holding meetings of the Board of Directors of the Company, i.e., within the interval of 120 days as provided in section 173 of the Companies Act, 2013 and Regulation 17(2) of SEBI LODR 2015, has been complied with.
For further details, please refer to the report on Corporate Governance forming part of this Annual Report.
The recommendations and suggestions of the Audit Committee and the other Committees of the Board were duly considered and accepted by the management of your Company and implemented accordingly. The Board of Directors further confirm that the Secretarial Standards I and II issued by the Institute of Company Secretaries of India have been complied with.
As on March 31, 2023, the Board had six (6) Committees:
(i) Audit Committee (ii) Nomination and Remuneration Committee (iii) Corporate Social Responsibility Committee (iv) Stakeholders'' Relationship Committee (v) Risk Management Committee and (vi) Management Sub-Committee of the Board.
(i) 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.
(ii) 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 and Remuneration Committee for matters relating to constitution, meetings, functions of the Committee; and the remuneration policy formulated by this Committee.
(iii) 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 which forms part of this report.
(iv) Details regarding other Committee of the Board
For details of other board committees, kindly refer the section on Corporate Governance.
The Company has a Whistle Blower Policy and has established the necessary vigil mechanism for Directors and employees in conformance with Section 177(9) of the Act and Regulation 22 of SEBIListing Regulations, to report concerns about unethical behaviour. The Whistle Blower Policy is available on the Company''s website at: https://www.puravankara. com/backend/assets/uploads/investors_reports/ a9d6776bbb5c7aa68d396c28260c0ab6.pdf
DIRECTORSâ RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Companies Act, 2013, your Directors hereby confirm that:
a) i n preparation of the annual accounts the applicable accounting standards have been followed;
b) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the year ended March 31, 2023 and of the profit of the Company for that period;
c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of 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) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and
f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS
The Independent Directors are familiarized, inter alia, with the Company, their rights, roles and responsibilities, the nature of the industry, the business model of the Company. The details of the same can be viewed at the Company''s website: https://www.puravankara.com/flnancials/PL
ID%20Familiarization%20Programme%202022-23.pdf
AUDITORS & AUDITORSâ REPORT Statutory Auditors
M/s. S R Batliboi & Associates LLP, Chartered Accountants, FRN 101049W/ E300004, were appointed by the members
as Statutory Auditors of the Company for a period of five years from the conclusion of the 36th AGM held on September 27, 2022 till the conclusion of the 41st AGM.
The Audit Committee reviews the independence and objectivity of the Auditors and the effectiveness of the Audit process. The Auditors attend the Annual General Meeting of the Company.
The Statutory Auditors have expressed an unmodified opinion in their Consolidated Auditors'' Report and the Standalone Auditors'' Report in respect of the audited financial statements for the financial year ended March 31, 2023. The Statutory Auditor''s Report for FY23 does not contain any qualifications, reservations or adverse remarks and is enclosed along with the financial statements in the Annual Report.
With regard to the emphasis of matter stated in the Statutory Auditors'' Report as part of the notes to the financial statements, the Board of Directors state that:
The Matters emphasized by the Statutory Auditors along with the Management response are as follows:
(i) Ref. Note 37(b)(iii) in connection with an ongoing litigation with its customer. Pending resolution of the litigation and based on legal opinion obtained by the management, no provision has been made towards the customerâs counter-claims and the underlying receivable and inventory are classified as good and recoverable in the accompanying consolidated financial statements.
Management Response: The Group had initiated legal proceedings against its customer for recovery of receivables of Rs.15 crores, inventories of Rs.1 crore and customer''s counter claim thereon, which is currently pending before the High Court. Pending resolution of the aforesaid litigation, no provision has been made towards the customerâs counter-claims and the underlying receivables and other assets are classified
as good and recoverable in the accompanying financial statements based on the legal opinion obtained by the management and management''s evaluation of the ultimate outcome of the litigation.
(i) Note 37(b)(iv) in connection with certain ongoing property related and other legal proceedings in the Group. Pending resolution of the legal proceedings and based on legal opinions obtained by the management no provision has been made towards any claims and the underlying recoverables, deposits and advances are classified as good and recoverable in the accompanying consolidated financial statements."
Management''s Response: The Group is subject to legal proceedings for obtaining clear and marketable tittle for certain properties wherein the Group has outstanding deposits and advances of Rs.114 crores. Further, the Group has Rs.12 crores recoverable from parties, claims from minority shareholders of a subsidiary of Rs.35 crores and claims from government authorities of Rs.6 crores, which are subject to ongoing legal proceedings. Further, in relation to certain property previously owned by the Group, an individual has initiated legal proceedings claiming title over such property, which is disputed by the Group. Pending resolution of the aforesaid legal proceedings, no provision has been made towards any claims and the underlying recoverable, deposits and advances are classified as good and recoverable in the accompanying financial statements based on the legal evaluation by the management of the ultimate outcome of the legal proceedings.
M/s. GNV & Associates (Firm Registration No.: 000150), the
Cost Auditors of the Company, audited the cost records
of the Company for the financial year ended 2022-23.
There were no qualifications or adverse remarks in the
Cost Audit Report which require any explanation from the Board of Directors.
The Board has re-appointed M/s. GNV & Associates, Cost & Management Accountants, to conduct the audit of cost records for the financial year 2023-24. The Notice convening the Annual General Meeting contains the proposal of remuneration payable to the Cost Auditors for the period 2023-24.
M/s JKS & Co. (Firm Registration No.: P2015KR040800), Company Secretaries conducted the secretarial audit of the Company for the financial year 2022-23. The Secretarial Audit Report for the financial year ended March 31, 2023, is attached herewith, marked as Annexure I to this Report.
Pursuant to Regulation 24A, material unlisted subsidiaries incorporated in India shall undertake secretarial audit. The same has been complied with. The Secretarial Audit Report of the unlisted material subsidiary for the financial year ended March 31, 2023, is attached herewith marked as Annexure IA to this Report.
PARTICULARS OF INVESTMENTS MADE, LOANS GIVEN, GUARANTEES GIVEN AND SECURITIES PROVIDED
Particulars of investments made, loans given, guarantees given and securities provided are disclosed in Note 6 and 7 to the standalone financial statements of the Company.
CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES
All contracts/arrangements/transactions entered into by the Company during the financial year ended March 31, 2023, with related parties were in the ordinary course of business and on an arm''s length basis. During the year, the Company did not enter into any new contracts/ arrangements/transactions with related parties which
could be considered material in accordance with the Company''s policy pertaining to the materiality of related party transactions. A statement to the effect is attached herewith as Annexure II Form AOC-2.
The details of related party transactions form part of note no. 40 of the Standalone Financial Statements of the Company.
The policy on Related Party Transactions and dealing with related party transactions as approved by the Board may be accessed at the Company''s website at: https://www.puravankara.
com/backend/assets/uploads/investors_reports/ de7789a74c639be60fcb5db5e6c6c44a.pdf
CONSOLIDATED FINANCIAL STATEMENTS
The Consolidated Financial Statements of the Company, pursuant to Section 129(3) of the Companies Act, 2013 and Regulation 33 and Regulation 34 of the Listing Regulations and prepared in accordance with the Indian Accounting Standards (IndAS) prescribed by the Institute of Chartered Accountants of India, forms part of this Annual Report.
Your Company and its subsidiaries have adopted IndAS with effect from April 1, 2016 pursuant to the notification by the Ministry of Corporate Affairs on February 16, 2015, notifying the Companies (Indian Accounting Standard) Rules, 2015.
The accounting policies as set out in note 2 to the financial statements have been applied in preparing the financial statements for the year ended March 31, 2023.
As on March 31, 2023, the Company has 25 subsidiary companies (including six step-down subsidiaries in India and 2 step-down subsidiaries in Sri Lanka). Of these, Provident Housing Limited and Starworth Infrastructure &
Construction Limited, are material unlisted subsidiaries of the Company as defined under the SEBI Listing Regulations. Pursuant to Regulation 24 of the Listing Regulations, at least one Independent Director on the Board of the Company shall be a Director on the Board of Directors of an unlisted material subsidiary. Accordingly, the following Independent Directors were appointed on the Board of Directors of material subsidiaries:
|
Name of the |
Name of the Material |
Date of |
|
Independent Director |
Subsidiary |
Appointment |
|
Ms. Shailaja Jha |
Starworth Infrastructure & Construction Limited |
24.05.2023 |
|
Mr. Anup Shah Sanmukh |
Provident Housing Limited |
23.07.2019 |
During the year under review, Purva Sapphire Land Private Limited and Varishtha Property Developers Private Limited ceased to be immediate subsidiaries and are included in the list of step-down subsidiaries of the Company.
Details of entities which became/ceased to be the Company''s subsidiaries, joint ventures or associate companies are specified in Annexure III.
The link to access policy on material
subsidiaries is: https://www.puravankara.com/
backend/assets/uploads/investors_reports/ ffbd2de7ef26a9e0446199833722ed4b.pdf
STATEMENT RELATING TO SUBSIDIARIES AND THEIR FINANCIAL STATEMENTS
Information regarding each subsidiary pertaining to capital, reserves, total assets, total liabilities, details of investment, turnover, profit before taxation, provision for taxation, profit after taxation/ loss, etc., are attached herewith as Annexure IV (i.e. Form AOC-1).
Your Directors hereby inform you that the audited annual accounts and related information of the subsidiaries will be available for inspection on any working day during business hours at the registered office of the Company.
In accordance with the provisions of Sections 136 of the Companies Act, 2013, the annual financial statements and the related documents of the subsidiary companies of the Company are placed on the Company''s website and may be accessed on the following weblink of the Company''s website under the tab âFinancialsâ, sub-tab âSubsidiary Financials 2022-2023â: https://www.puravankara.com/investors
MATERIAL CHANGES AND COMMITMENTS
There have been no material changes and commitments affecting the financial position of the Company which
have occurred between the end of the financial year of the Company to which the Balance Sheet relates and the date of this Report.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:
Information in accordance with the provisions of Section 134 (3) (m) of the Companies Act, 2013, read with Rule 8 of the Companies (Accounts) Rules, 2014, regarding foreign exchange earnings and outgo:
|
A. |
CONSERVATION OF ENERGY |
|
|
i. |
Steps taken or impact on conservation of energy |
During the FY 2022-23, the Company has used electrical units generated by Roof Solar Panels - Photo Voltaic system planned on terraces in projects: Meraki, Bluebell, Zenium, Parkhill, Zentech and Aerocity. |
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The system will comprise of roof mounted solar collectors, grid interactive solar controller and distribution system. |
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The Company has also installed EV Charging facilities in the above projects in order to support conservation of natural energy - petroleum. |
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Energy metering would be BMS enabled to monitor the energy use. |
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Compliance to ASHRAE standards is adhered to. |
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ii. |
Steps taken by the Company for utilizing alternate sources of energy |
The Company has installed Roof Solar Panels - Photo Voltaic in its projects. |
|
iii. |
Capital investment on energy conservation equipment |
- |
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B. TECHNOLOGY ABSORPTION |
||
|
i. |
Efforts made towards technology absorption |
HVAC systems were designed to provide maximum ventilation. |
|
ii. |
Benefits derived like product improvement, cost reduction, product development or import substitution |
Use of sustainable building materials certified by CII such as soil cement blocks, fly ash, locally sourced material. |
|
iii. |
In case of imported technology (imported during the last three years reckoned from the beginning of the financial year): a) Details of technology imported; b) Year of import; c) Whether the technology been fully absorbed; and d) If not fully absorbed, areas where absorption has not taken place and the reasons thereof. |
N.A |
|
iv. |
Expenditure incurred on Research and Development. |
N.A |
|
C. FOREIGN EXCHANGE EARNINGS AND OUTGO |
(Amount in INR in Lakhs) |
|
Particulars |
2022-23 2021-22 |
|
Foreign Exchange Earnings |
58.86 151.00 |
|
Foreign Exchange Expenditure |
260.16 1,089.00 |
|
HIGHLIGHTS OF PERFORMANCE OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES AND THEIR CONTRIBUTION TO THE OVERALL PERFORMANCE OF THE COMPANY*: (Rs. In Cr.) |
|
|
Profit before % of contribution to the overall performance of the No. Name of the subsidiary Turnover . Profit/Loss taxation Holding Company |
|
|
1 Starworth Infrastructure & 504.889 11.774 8.123 Construction Limited |
56.05 |
|
2 Provident Housing Limited 380.868 12.757 8.181 |
42.28 |
|
*Apart from these two wholly-owned subsidiaries, other wholly-owned subsidiaries, subsidiaries, associates and joint venture companies do not have any significant contribution towards the standalone turnover of Puravankara Limited. |
|
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.
The Link to access Risk Management Policy: https:// www.puravankara.com/backend/assets/uploads/ investors_reports/1b1250e43727e6f75b168082da0acf9d.pdf
CORPORATE SOCIAL RESPONSIBILITY (CSR)
According to Section 135 of the Companies Act, 2013, read together with Companies (Corporate Social Responsibility Policy) Rules, 2014 and Schedule VII of the said Act the Company is required to constitute a Corporate Social Responsibility (CSR) Committee comprising of three or more directors, with at least one of them being an Independent Director During the financial year, the
Company has complied with the requirement pertaining to Corporate Social Responsibility.
The Corporate Social Responsibility Policy, authorised by the Board of Directors on the recommendation of the Board''s CSR Committee, has laid the groundwork as a responsible corporate citizen for the long-term sustainability and socio-economic development of underserved and vulnerable areas and communities. Through the Policy, your Company performs comprehensive CSR operations that assure long-term impact, with a strategic perspective in decision-making and ongoing innovation, contributing as much as possible to the sustainable development of people and communities. This commitment adds value to your Company''s standing as an upright member of the community, while also positively influencing your Company''s brand positioning.
During 2022-23, we continued to focus our CSR efforts in building the fundamentals of society:
> Environment and sustainability
> Education
> Art and culture
> Health
> Sports
Below are few of the long-term CSR interventions by Puravankara in its chosen areas:
Medians and park maintenance
Puravankara has been maintaining medians and parks under for 10 years. Medians and parks are adopted from BBMP under the PPP model and an external landscaping team is deployed for maintenance. Presently, we are maintaining 7 medians and 1 park.
Furthermore, the Company has planted 400 species of air purifying, flowering and ornamental plants at park and medians. This has spruced up the public space and roads. Puravankara has won awards for âWell-maintained Mediansâ from the Department of horticulture, Govt. of Karnataka and the Mysore Horticulture Society organized horticulture shows during Independence Day and Republic Day.
Contribution towards construction of Kalabharathi classrooms
Puravankara has donated Rs. 5 lakhs towards the construction of Kalabharathi classrooms at Bharathiya Vidya Bhavan School, Bangalore. The classrooms are used for teaching fine arts (music, dance, painting etc.) .
Vidyasarathi with Protean and TISS
In line with its vision for an equitable future, Puravankara has partnered with Vidyasaarathi, an online scholarship platform by Protean eGov Technologies Limited (formerly NSDL e-Governance Infrastructure Limited) for colleges in Goa, Pune and Chennai. Through this initiative, Puravankara intends to support students pursuing higher education. Apart from their academic performance, the eligibility criteria included students whose annual family income is less than Rs. 5 lakhs and students belonging to local
community. Students with a single parent or whose families were affected by Covid-19 were given special preference. A total of Rs. 72 lakhs has been disbursed through the scholarship covering 267 students.
Khel Khel Mein in association with Wockhardt Foundation
Puravankara in association with Wockhardt Foundation is contributing towards the Khel Khel Mein Program. This program adopts a unique approach of working with underprivileged children in the age group of 6-12 years in slum communities with an aim of providing a space to engage them in recreational activities within a structured program based on human values and character Under the program, children are provided with opportunity to play with toys and games with an emphasis on human values, English language and basics of maths and science. The focus is to spread happiness and joy to the students while creating awareness about the importance of fun-based learning in the society. Puravankara has contributed towards setting up of 4 Khel Khel Mein centres in Bangalore. Across these centres about 40 children have benefitted from the program.
Live Love Laugh Foundation
Puravankara has partnered with The Live, Love and Laugh Foundation to support the mental wellbeing of vulnerable populations in rural communities. The foundation provides psychiatric consultation and treatment, raising awareness about mental health in rural areas. Puravankara has supported the program for a rural region in Orissa, which offers vocational training to support rehabilitation.
Rashtrotthsana Trust
Puravankara partnered with Jayadev Rashtrotthana Memorial Hospital and Research Centre to ensure affordable healthcare and quality services at the hospital to needy patients.
Miyawaki forest
The Miyawaki forest project that is a Japanese concept for quick forest plantation started with the objective to increase awareness and build ownership among people on the importance of green cover This would also enrich the ground water through comprehensive plantation methodology, thereby increasing soil moisture to support natural vegetation. It will also help in the mitigation of CO2 and enhance production of oxygen, thus contributing towards reduction of global warming. In this project, we have planted 15,000 saplings which will generate 27.7 mn kgs of oxygen and absorb 4.15 mn kgs of CO2 per year The plantation is carried out in 2 government schools in rural Bangalore - Dyavasandra High School and Paduvanagere High School.
Water conservation projects
Puravanakara is working on water conservation projects in association with Biome Environmental Trust. We are executing projects on digging new wells, rejuvenating existing wells and via installation of rainwater harvesting system in public places under the water conservation program. We are also part of the âMillion Wells for Bangaloreâ run by. Puravankara has contributed towards the rejuvenation of 6 wells and 1 Kalyani at Hunasamaranahalli. The rejuvenated water from this well is pumped and supplied by the Town Municipal Council to the municipal wards every day.
The report on CSR activities is attached herewith as Annexure V.
The Corporate and Social Responsibility Policy is available on website of the Company under the tab: https:// www.puravankara.com/backend/assets/uploads/investors_ reports/8c7121b2b88ddd400dd23a74deb1a834.pdf
The annual return of the Company, pursuant to Section 92 of the Companies Act, 2013 is accessible on the link
www.puravankara.com/img/investors/PI_FINAI%70 for%20upload Form MGT 7 FY%202022-23.pdf
PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
The statement containing particulars of employees, including ratio of remuneration to Directors, among others, as required under Section 197(12) of the Companies Act, 2013, read with Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel), Rules, 2014 are attached herewith as Annexure VI to this Report.
REMUNERATION POLICY AND CRITERIA FOR MATTERS REQUIRED UNDER SECTION 178
The Board, as per the recommendation of the Nomination & Remuneration Committee, has framed a Nomination & Remuneration policy, providing: (a) criteria for determining qualifications, positive attributes, and independence of Directors and (b) a policy on remuneration for Directors, Key Managerial Personnel, and other employees. The detailed Remuneration policy may be accessed on the following weblink of the Company''s website:
https://www.puravankara.com/Financials/
Business Responsibility and Sustainability Report
As per clause (f) of sub regulation (2) of regulation 34 of SEBI Listing Regulations, the annual report of the top one thousand listed entities based on market capitalization (calculated as on March 31 of every financial year) shall contain a Business Responsibility Report describing the initiatives taken by the listed entity from an environmental, social and governance perspective, in the format as specified by SEBI. Your company is ranked 828 amongst the listed entities on the basis of market capitalization as on March 31, 2023. The Business Responsibility and Sustainability Report is attached herewith as Annexure VII.
A separate section on Corporate Governance and a certificate from a practising Company Secretary, regarding the compliance of the conditions of Corporate Governance as stipulated under Regulation 34, read with Schedule V of the Listing Regulations forms part of this Annual Report.
The aforementioned certificate from a Practising Company Secretary Mr Nagendra D. Rao is attached.
MANAGEMENT DISCUSSION AND ANALYSIS
A separate section on the Management Discussion and Analysis as stipulated under Regulation 34 of the SEBI Listing Regulations forms part of this Annual Report.
During June 2023, ICRA has reaffirmed the previous rating of the Company as [ICRA] A- / [ICRA]A2 and maintained the outlook on long terms as ''Stable'' for Rs. 3,000 Crore bank facilities of the Company.
SHARES UNDER COMPULSORY DEMATERIALISATION:
The Company''s equity shares are compulsorily tradable in electronic form. As on March 31, 2023, 0.00004722% of the Company''s total paid-up equity capital representing 112 shares (four shareholders) are in physical form and the remaining shares, i.e. 23,71,49,574 (99.99995277%) are in electronic form.
In view of the numerous advantages offered by the depository system, the members holding shares in physical form are advised to avail of the facility of de-materialization.
With effect from April 1, 2019, requests for effecting transfer of securities shall not be processed unless the securities are held in the dematerialized form with a depository. To provide for the future transmission or transposition of securities, the Company has advised that the shares held
in physical mode be held in demat/ electronic mode by converting it into demat mode.
|
- Particulars |
Number of shares |
% |
|
DEMAT |
23,71,49,574 |
99.99995277 |
|
PHYSICAL |
112 |
0.00004722 |
|
TOTAL |
23,71,49,686 |
100 |
The Code of Conduct to Regulate, Monitor and Report trading by Designated Persons and their Immediate Relatives'' is in compliance with the SEBI (Prohibition of Insider Trading) Regulations, 2015, as amended (''the PIT Regulations'').
Your Company has a Code of Conduct for Prevention of Insider Trading & Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information and the same is placed on the website of your Company. The links for the same are: https://www.puravankara.com/ CodeofConduct/C0DE%200F%20C0NDUCT%20F0R%20 PREVENTI0N%200F%20INSIDER%20TRADING%20(2).pdf
https://www.pura vankara.com/CodeofCond uct/ C0DE%200F%20PRACTICES%20AND%20 PR0CEDURES%20F0R%20FAIR%20DISCL0SURE%20 OF%20UNPUBLISHED%20PRIC....pdf
The Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information including a Policy for determination of legitimate purposes is also in line with the PIT Regulations. Further, the Company has put in place an adequate and effective system of internal controls including maintenance of a structured digital database and standard operating procedures to ensure compliance with the requirements of the PIT Regulations to prevent insider trading.
Your Directors state that:
a) No disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:
1. Neither the Managing Director nor the Whole-Time Directors of the Company receive any remuneration or commission from any of its subsidiaries.
2. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the ''going concern'' status and Company''s operations in the future.
3. There were no proceedings initiated/pending against your Company under the Insolvency and Bankruptcy Code, 2016 which materially impact the business of the Company.
4. There were no instances where your Company required the valuation for one time settlement or while taking the loan from the Banks or Financial institutions.
b) In compliance with the requirements of ''Prevention, Prohibition and Redressal of Sexual Harassment of Women at Workplace Act, 2013'', introduced by the Government of India, which came into effect from December 9, 2013, the Company has adopted a ''Policy to provide Protection Against Sexual Harassment of Women in Workplace'', which has been displayed on the website of the Company and an Internal Complaints Committee has been constituted and functions duly. The status of complaints is as follows:
a. number of complaints filed during the financial year- 1
b. number of complaints disposed-off during the financial year - 1
c. number of complaints pending as on end of the financial year - NIL
5. There are no frauds reported by auditors under sub-section (12) of section 143 and there are no frauds which are reportable to the Central Government.
6. There was no change in the nature of the business of the Company.
Maintenance of cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013, is required by the Company and accordingly, such accounts and records are made and maintained.
We are committed to creating shared value for our shareholders and all stakeholders connected to our business. We could not do this without the loyalty of our employees, business partners and investors. Amid a challenging year, we thank our senior management team and all employees for their hard work and admirable dedication in keeping the business on track. We are also grateful for the support of our business partners, our customers and the communities where we operate. We thank you, our shareholders, for your continued trust in us to stay the course.
For and on behalf of the Board of Directors
Ashish Ravi Puravankara Nani R. Choksey
Managing Director Vice-Chairman
DIN: 00504524 DIN: 00504555
Place: Bengaluru Place: Bengaluru
Mar 31, 2018
Dear Shareholderâs
The Directors have the pleasure of presenting the 32nd Annual Report on the business and operations of the Company together with the audited results for the financial year ended March 31, 2018.
FINANCIAL HIGHLIGHTS (Rs. crore)
|
Particulars |
Standalone |
Consolidated |
||
|
Fiscal 2018 |
Fiscal 2017 |
Fiscal 2018 |
Fiscal 2017 |
|
|
Total income |
990.56 |
1,032.75 |
1,504.94 |
1,467.63 |
|
Profit before tax |
86.99 |
108.78 |
127.53 |
170.80 |
|
Profit after tax/ Total profit for the year |
77.23 |
94.77 |
91.40 |
128.90 |
|
Total comprehensive income |
76.76 |
94.72 |
91.16 |
128.93 |
FINANCIAL PERFORMANCE
The standalone revenues of the Company stood at Rs.990.56 crore compared to Rs.1,032.75 crore in the previous fiscal, reflecting the changing business environment due to the implementation of the Real Estate Regulation Act, 2017. Correspondingly, the profit after tax stood at Rs.77.23 crore compared to Rs.94.77 crore in the previous fiscal.
Despite the muted revenues of the Company on a standalone basis, based on the performance of other group companies, the consolidated revenues of the Company were steady at Rs.1,504.94 crore, as compared to Rs.1,467.63 crore in the previous fiscal, showing an increase of 2.54%. Total consolidated profit after tax for the year stood at Rs.91.40 crore, compared to Rs.128.90 crore in the previous fiscal, reflecting the impact of lower profits on a standalone basis, as well as the efforts of the group to streamline the business and operations further, and strengthen the balance sheet, whose stability was reflected in an improved credit rating which rose from BBB to BBB .
DIVIDEND
Your Board approved a dividend policy of the Company at its meeting held on August 6, 2013. The said dividend policy indicates that the Company shall endeavour to pay 33.33% of the PAT (Profit after Tax) earned by the Company during each financial year, with regard to the business exigencies and general economic outlook for distribution as dividend to the shareholders, including dividend distribution tax (DDT) and/ or such other taxes payable on dividend distributed.
In line with the aforesaid dividend policy and in line with the results of the Company, the Board has recommended a final dividend amounting to Rs.1.60/- per equity share (32%) on 237,149,686 equity shares of Rs.5 each, for the financial year ended March 31, 2018, at its meeting held on August 10, 2018.
The Register of Members and Share Transfer Books will remain closed from September 19, 2018 to September 26, 2018 (both days inclusive) for the purpose of payment of the final dividend for the financial year ended March 31, 2018. The Annual General Meeting (AGM) is scheduled to be held on Wednesday, September 26, 2018.
The total outflow on account of dividend would be as follows:
(Rs. crore)
|
Particulars |
March 31, 2018 |
March 31, 2017 |
|
Dividend |
37.94 |
53.36 |
|
DDT |
7.80 |
10.86 |
|
Total |
45.74 |
64.22 |
TRANSFER TO RESERVES
The Board has decided to pay a dividend of Rs.1.60/- per equity share (32%) for the financial year ended March 31, 2018. Pursuant to Section 123 of the Companies Act, 2013, there is no proposal to transfer any amount to the General Reserve.
DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS (IFC)
Pursuant to Section 134(5)(e), your Company has a proper and adequate system of Internal Financial Controls (IFC) in place to ensure that all transactions are authorized, recorded and reported correctly, and assets are safeguarded and protected against loss from unauthorized use or disposition and smooth functioning of its business. The processes and the systems are reviewed constantly and changed to address the changing regulatory and business environment. The control systems provide a reasonable assurance of recording the transactions of its operations in all material aspects and of providing protection against misuse or loss of Companyâs assets. In addition, there are operational controls and fraud risk controls, covering the entire spectrum of internal financial controls.
The existing IFC and their adequacy are frequently reviewed and improved upon to meet the changing business environment. The internal auditors periodically review the internal control systems, policies and procedures for their adequacy, effectiveness, and continuous operation for addressing risk management and mitigation strategies.
SHARE CAPITAL
The paid-up equity share capital remained unchanged at Rs.118.58 crore as on March 31, 2018. There were no public issues, rights issues, bonus issues or preferential issues, etc. during the year.
The Company has not issued any shares with differential voting rights, sweat equity shares nor has it granted any stock options.
DEBENTURES
During the year, your Company has not issued any debentures and the total debentures outstanding as on the date of this report is Rs. Nil.
FIXED DEPOSITS
During the year, your Company did not invite nor accept any fixed deposits from the public and as such, there existed no outstanding principal or interest obligations for fixed deposits as on the Balance Sheet date.
DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)
Pursuant to Section 149(4) of the Companies Act, 2013, every listed company is required to have at least one-third of its directors to be independent directors. The Board has one half of its Directors in the category of independent directors in terms of Regulation 17 of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, Amendment Regulations, (hereinafter referred to as âListing Regulationsâ). Pursuant to Companies Act, 2013, at the AGM held on September 22, 2014, Mr. RVS Rao (DIN: 00061599) and Mr. Pradeep Guha (DIN: 00180427), Non-Executive Independent Directors (NEID) were appointed as NonExecutive Independent Directors by the shareholders for a period of five years (from September 22, 2014 to September 21, 2019) and remuneration (in the form of commission) to be paid as decided by the Board of Directors of the Company, subject to the limits as approved by them at the same AGM.
In terms of the provisions of the Companies Act, 2013 and Regulation 17 of the Listing Regulations the Board shall be comprised with at least one woman director.
Dr. Suchitra Kaul Misra (DIN: 02254365) was appointed as a Director in the capacity of Non-Executive Independent Director of the Company by the Board of Directors on March 21, 2016. At the AGM held on September 27, 2016, Dr. Suchitra Kaul Misra was appointed by the shareholders as Non-Executive Independent Director for a period of five years (from March 21, 2016 to March 20, 2021). Dr. Suchitra Kaul Misra resigned as Director on the Board of Directors of the Company w.e.f. July 27, 2018, on account of personal reason and preoccupations.
The Board places on record its appreciation for the assistance and guidance provided by Dr. (Ms.) Suchitra Kaul Misra during her tenure as an Independent Director on the Board of Directors of the Company. Pursuant to the provisions of the Companies Act, 2013, and the Listing Regulations the Company shall appoint an Independent Director within 90 days of the resignation of an Independent Director. The Company is making efforts to enable the same.
In compliance of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2018, and as Mr. RVS Rao, Non-Executive Independent Director, attains the age of seventy five years during the financial year 2018-19, the Board of Directors propose a special resolution to continue the directorship of Mr. RVS Rao as Non-Executive Independent Director up to September, 2019.
According to Section 149(13) of the Companies Act, 2013, the Independent Directors shall not be liable to retire by rotation.
All the continuing âNon-Executive Independent Directorsâ have submitted the Declaration of Independence, pursuant to Section 149(7) of the Companies Act, 2013, stating that they meet the criteria of independence as per Section 149(6) of the said Companies Act, 2013 and Regulation 25 of the Listing Regulations.
The conditions relating to appointment of âNon-Executive Independent Directorâ specified in the Companies Act, 2013 and the rules made thereunder and the Listing Regulations have been complied with.
The existing Whole-time Directors, Mr. Ravi Puravankara, Chairman, Mr. Ashish Ravi Puravankara, Managing Director, Mr. Nani R. Choksey, Joint Managing Director are liable to retire by rotation. In line with this requirement Mr. Ashish Ravi Puravankara, Managing Director of the Company, is liable to retire by rotation at the forthcoming Annual General Meeting and being eligible for reappointment offers himself for reappointment as a Director. The Board recommends his reappointment.
The criteria for performance evaluation of Independent Directors, Board, Committees and other individual Directors includes criteria for performance evaluation of the non-executive directors and executive directors. Pursuant to the provisions of Companies Act, 2013 and Regulation 25 of the Listing Regulations, the Board has carried out annual performance evaluation of its own performance, its Committees and the Directors individually.
Details of Directors seeking reappointment at the Annual General Meeting (pursuant to Regulation 36 of the Listing Regulations), forms part of the Notice of the Annual General Meeting.
Mr. Kuldeep Chawla continues in office as Chief Financial Officer. Ms. Bindu. D, continues in office as Company Secretary & as Compliance Officer of the Company under the Listing Regulations.
MEETINGS OF THE BOARD
A minimum of four meetings of the Board of Directors are required to be held during a year in line with the requirement under the Listing Regulations and the interval between any two meetings shall not exceed 120 days. Both criteria have been met and six meetings of the Board of Directors were held during the year. For further details, please refer report on Corporate Governance forming part of this Annual Report.
The Board of Directors confirm that secretarial standards have been complied with, in respect of all meetings held during the year
POLICIES
Policies as required to be formulated under the Listing Regulations have been adopted by the Company. The following policies have been placed on the website of your Company.
1. Code of conduct for prevention of insider trading
2. Code of practices and procedures for fair disclosure of UPSI (Unpublished Price Sensitive Information).
3. Policy for determining material subsidiaries
4. Policy on materiality of related party transactions
5. Policy for corporate social responsibility
6. Nomination and remuneration policy including criteria for making payment to Directors (Non-Executive and Executive) and senior management personnel.
7. Risk management policy
DIRECTORSâ RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Companies Act, 2013, your Directors hereby confirm that:
a) in preparation of the annual accounts the applicable accounting standards have been followed;
b) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the year ended March 31, 2018 and of the profit of the Company for that period;
c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of 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 âgoing concernâ basis;
e) the Directors have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and
f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
FAMILIARISATION PROGRAMME
With a view to familiarise the Independent Directors with the Companyâs operations, as required under Listing Regulation 25(7), the Company has held various familiarisation programmes throughout the year on an ongoing basis. Some of the familiarisation programmes carried out during the year include:
1. Various presentations made by business heads of the Company from time to time on different functions and areas.
2. Deliberations were held and the Directors were updated from time to time on major developments in the areas of the Companies Act, 2013, the Listing Regulations.
The details of the familiarisation programmes are also placed on the Companyâs website: www.puravankara.com
AUDITORS & AUDITORSâ REPORT Statutory Auditors
M/s. S R Batliboi & Associates LLP, Chartered Accountants, FRN 101049W/ E300004, were appointed by the members, as Statutory Auditors of the Company for a period of five years from the conclusion of the 31st AGM held on August 29, 2017 till the conclusion of 36th AGM, subject to ratification of their appointment by the members at every AGM.
Pursuant to the Amendment of the Act, vide notification by the Ministry of Corporate Affairs, dated May 7, 2018, the requirement of ratification of the appointment of Statutory Auditors at every AGM has ceased. Necessary details have been annexed to the Notice of the meeting in line with the requirements of the Companies Act, 2013.
The Company has received confirmation from M/s. S R Batliboi & Associates LLP, Chartered Accountants, stating that, continuation as Statutory Auditors of the Company, would be within the prescribed limits under Section 141(3)(g) of the Companies Act, 2013.
The Statutory Auditors have expressed an unmodified opinion in their Consolidated Auditorsâ Report and the Standalone Auditorsâ Report in respect of the audited financial statements for the financial year ended March 31, 2018.
Cost Auditors
The Board appointed M/s. GNV Associates, Cost Accountants, for conducting the audit of cost records of the Company for the financial year 2017-18.
Secretarial Auditors
The Board appointed M/s JKS & Co., Company Secretaries to conduct the secretarial audit for the financial year 2017-18. The Secretarial Audit Report for the financial year ended March 31, 2018 is attached herewith marked as Annexure I to this Report.
PARTICULARS OF INVESTMENTS MADE, LOANS GIVEN, GUARANTEES GIVEN AND SECURITIES PROVIDED
Particulars of investments made, loans given, guarantees given and securities provided are disclosed in Note 6, 7 and 20a, to the standalone financial statement of the Company
CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES
All contracts/ arrangements/ transactions entered into by the Company during the financial year with related parties were in the ordinary course of business and on an armâs length basis. During the year, the Company did not enter into any new contracts/ arrangements/ transactions with related parties which could be considered material in accordance with the Companyâs policy pertaining to the materiality of related party transactions.
The policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Companyâs website: www.puravankara.com
The details of the material related party transactions are attached herewith as Annexure II Form AOC-2.
The details of related party transactions form part of note no. 38 of the standalone financial statements.
CONSOLIDATED FINANCIAL STATEMENTS
The Consolidated Financial Statements pursuant to Section 129(3) of the Companies Act, 2013 and Regulation 33 and Regulation 34 of the Listing Regulations and prepared in accordance with the Indian Accounting Standards (IndAS) prescribed by the Institute of Chartered Accountants of India, form part of this Annual Report.
The IndAS were notified by the Ministry of Corporate Affairs (MCA), vide its notification in the official gazette on Feburary 16, 2015, applicable to certain classes of companies. IndAS has replaced the existing Indian GAAP prescribed under section 133 of the Companies Act, 2013 read with rule 7 of the Companies Accounts Rules, 2014.
Your Company, its subsidiaries have adopted IndAS with effect from April 1, 2016 pursuant to the notification by Ministry of Corporate Affairs on February 16, 2015 notifying the Companies (Indian Accounting Standard) Rules, 2015. Your Company has published Ind-AS Financials for the year ended March 31, 2018 along with comparable as on March 31, 2017.
The accounting policies as set out in note 1 to the financial statements have been applied in preparing the financial statements for the year ended March 31, 2018, the comparative information is presented in the financial statements for the year ended March 31, 2017.
SUBSIDIARIES
The Company has in all 25 subsidiary companies (including four step-down subsidiaries in India and a step-down subsidiary in Sri Lanka) out of which 23 companies are in India and two are abroad. Of these, Provident Housing Limited an unlisted Indian Company is a material subsidiary as defined under the Listing Regulations.
Pursuant to Regulation 24 of the Listing Regulations, an Independent Director on the Board of the Company shall be a Director on the Board of Directors of an unlisted material subsidiary. Mr. RVS Rao and Mr. Pradeep Guha, Independent Directors on the Board of the Company are also members of the Board of Provident Housing Limited, which is an unlisted material subsidiary. The Audit Committee of the Company reviews the financial statements of Provident Housing Limited, and its minutes are placed before the Board of Directors of the Company.
During the year, the company acquired the entire equity share capital of IBID Home Private Limited whereby the same became a wholly-owned subsidiary company. The Company is associated with Whitefield Ventures a partnership business.
Details of companies which became/ceased to be Companyâs subsidiaries, joint ventures or associate companies are specified in Annexure III
STATEMENT RELATING TO SUBSIDIARIES AND THEIR FINANCIAL STATEMENTS
Information regarding each subsidiary pertaining to capital, reserves, total assets, total liabilities, details of investment, turnover, profit before taxation, provision for taxation, profit after taxation/loss are attached herewith as Annexure IV (i.e. Form AOC-1).
Your Directors hereby inform you that the audited annual accounts and related information of the subsidiaries will be available for inspection on any working day during business hours at the registered office of the Company.
In accordance with the provisions of Sections 136 of the Companies Act, 2013, the annual financial statements and the related documents of the subsidiary companies of the company are placed on the Companyâs website: www.puravankara.com
MATERIAL CHANGES AND COMMITMENTS
There have been no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the Balance Sheet relates and the date of this Report.
Further to the date of the Balance Sheet the Company has entered into a facility agreement with a lender to avail a facility of RS.240 crores for the Project Marina One.
The Company has issued Corporate Guarantee to secure the facility of RS.90 crores availed for the Project Adora-de-Goa, by Provident Housing Limited the wholly owned subsidiary of the Company from two lenders.
IND AS 115 would apply to the company with effect from April 1, 2018, and the Company would be required to present financial statements based on Completed Contract method as against the current policy of recognising the revenue based on Percentage of Completion method. The same is also applicable to the ongoing projects and the company would have to de-recognise the revenue already recognised in respect of ongoing projects which will be again recognised upon completion of such ongoing projects. This may have significant impact on the revenues, profitability and networth of the company in the near term, though, in the long term, the same would be neutralised. This requirement is applicable to the entire real estate industry who were recognizing revenue on Percentage of Completion method.
ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
Information in accordance with the provisions of Section 134(3) (m) of the Companies Act, 2013, read with Rule 8 of the Companies (Accounts) Rules, 2014, regarding conservation of energy, technology absorption and foreign exchange earnings and outgo:
Technology absorption: Your Company firmly believes that adoption and use of technology is a fundamental business requirement for carrying out business effectively and efficiently. While the industry is labor intensive, we believe that mechanisation of development through technological innovations is the way to address the huge demand supply gap in the industry. We are constantly upgrading our technology to reduce costs and achieve economies of scale.
Energy. The Company is in the business of property development and does not require large quantities of energy. However, wherever possible energy saving measures are undertaken across all our projects.
Foreign exchange. Foreign exchange earned during the year ended March 31, 2018 stood at Rs.1.93 crores while the expenditure stood at Rs.6.17 crores.
RISK MANAGEMENT POLICY
Information on the development and implementation of a risk management policy for the Company including identification therein of elements of risk which in the opinion of the Board may threaten the existence of the Company is given in the Corporate Governance Report.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
Your Company has a commitment to invest in social causes even before the same was made mandatory under the Companies Act, 2013. Our CSR initiatives have focused on improving civic amenities, promoting interest in arts and sports apart from sponsoring education to the needy. Efforts include the development and maintenance of roads, parks, fire station and a war memorial, apart from supporting schools and creches for the children of unskilled labourers as well as support to old-age homes and art & culture.
CONSTITUTION OF CORPORATE SOCIAL RESPONSIBILITY COMMITTEE
According to Section 135 of the Companies Act, 2013, read together with Companies (Corporate Social Responsibility Policy) Rules, 2014 and revised Schedule VII to the said Act which came into effect from April 1, 2014, all companies having net worth of Rs.500 crore or more, or turnover of Rs.1,000 crore or more or a net profit of Rs.5 crore or more during any financial year are required to constitute a Corporate Social Responsibility (CSR) Committee of the Board of Directors comprising three or more directors, with at least one of them being an independent director. The Company has complied with the requirement.
Overview
It is essential that we remain an active and welcomed member of the community and that our contributions to society are measured, shared and valued. We subscribe to and actively pursue positive social outcomes while working diligently to use our scale and socio- economic reach to effect meaningful transformation within our communities. Importantly, our permit to conduct our business is premised on our ability to demonstrate our commitment to create value for all stakeholders and to practice sound environmental stewardship.
CSR ACTIVITIES
Maintenance of road medians and parks
Puravankara signed the first license agreement with the Bangalore Metro Rail Corporation Limited (BMRCL) to maintain 48 median sections on Magadi Road, Bengaluru, taking up the responsibility of maintaining the landscape of the selected medians. This initiative is aligned with our focus on restoring the cityâs green cover and ensuring cleanliness, aligned with the governmentâs Swachh Bharat mission.
Art and cultural patronage
Bengaluru-based Puravankara Suchitra Cinema and Cultural Academy is a reputed cinema, theatre, art and cultural institution and Puravankara is committed to promote and perpetuate the arts. In this context, the Company extended financial support for giving a facelift to the institutionâs building and also equipping its theatre with the latest technology for hosting international film festivals and other events.
Environmental stewardship
In 2017-18, our most material environmental issues included the following:
- Focus on improving water management
- Focus on extensive resource utilisation and minimization of wastages
At Puravankara, we want to be acknowledged in the real estate industry for using natural resources in building construction in the most efficient and effective way. We also want to be seen as builders who are in rigorous compliance with all statues and laws and one that leverages technology to minimize its environmental footprint and impact.
Going forward, we expect to continue to embrace green building practices while emerging as a model in environmental stewardship in the real estate industry.
Puravankara has established a charitable trust - Puravankara Foundation to spearhead the groupâs CSR activities and is in the process of receiving requisite approvals.
The report on CSR activities is attached herewith as Annexure V. EXTRACT OF ANNUAL RETURN
The extract of annual return of the Company, pursuant to Section 92 of the Companies Act, 2013 is attached herewith in form MGT-9 as Annexure VI to this Report.
PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
The statement containing particulars of employees, including ratio of remuneration to directors, among others as required under Section 197(12) of the Companies Act, 2013, read with Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel), Rules, 2014 are attached herewith as Annexure VII to this Report.
DIRECTORSâ REMUNERATION POLICY AND CRITERIA FOR MATTERS REQUIRED UNDER SECTION 178
The Board, as per the recommendation of the Nomination and Remuneration Committee, has framed a nomination and remuneration policy, providing (a) criteria for determining qualifications, positive attributes and independence of directors and (b) a policy on remuneration for directors, key managerial personnel and other employees. An extract of the Nomination and Remuneration Policy is attached herewith as Annexure VIII. The detailed remuneration policy is placed on the Companyâs website: www.puravankara.com
BUSINESS RESPONSIBILITY REPORTING
As per clause (f) of sub regulation (2) of regulation 34 of Listing Regulations, the annual report of the top five hundred listed entities based on market capitalization (calculated as on March 31 of every financial year) shall contain a business responsibility report describing the initiatives taken by the listed entity from an environmental, social and governance perspective, in the format as specified by the SEBI. Your company is ranked amongst the 500 listed entities on the basis of market capitalization as on March 31, 2018. The Business Responsibility Report is attached herewith as Annexure IX.
CORPORATE GOVERNANCE
A separate section on Corporate Governance and a certificate from Practising Company Secretary regarding the compliance of the conditions of Corporate Governance as stipulated under Regulation 34 read with Schedule V of the Listing Regulations forms part of this Annual Report.
MANAGEMENT DISCUSSION AND ANALYSIS
A separate section on management discussion and analysis as stipulated under Regulation 34 of the Listing Regulations forms part of this Annual Report.
CREDIT RATING
The long-term rating of the Company as per ICRA was enhanced as BBB with a stable outlook, in respect of the various fund and nonfund-based credit facilities totaling to Rs.2500 crore sanctioned / to be sanctioned to the Company and Rs.750 crore for Provident Housing Limited. The rating has been issued by ICRA during October 2017 and will be reviewed by them on an ongoing basis.
SHARES UNDER COMPULSORY DEMATERIALISATION
The Companyâs equity shares are compulsorily tradable in electronic form. As on March 31, 2018, 0.0000006% of the Companyâs total paid-up equity capital representing 162 shares (five shareholders) is in physical form and the remaining shares ie. 23,71,49,524 (99.9999994%) are in electronic form.
In view of the numerous advantages offered by the depository system, the members holding shares in physical form are advised to avail of the facility of de-materialisation.
The Company has intimated to the shareholders holding shares in physical form, that Securities and Exchange Board of India (SEBI) vide notification no. SEBI/LAD- NR0/GN/2018/24 dated June 08, 2018 has amended the sub-regulation (1) of Regulation 40 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, whereby w.e.f. December 05, 2018, requests for effecting transfer of securities shall not be processed unless the securities are held in the dematerialized form with a depository. To provide for the future transmission or transposition of securities the Company has adviced that the shares held in physical mode be held in demat/ electronic mode by converting it into demat mode.
|
Particulars |
Number of shares |
% |
|
DEMAT |
23,71,49,524 |
99.9999994% |
|
PHYSICAL |
162 |
0.0000006% |
|
TOTAL |
23,71,49,686 |
100% |
INSIDER TRADING REGULATIONS
SEBI had brought in a new regulation named as SEBI (Prohibition of Insider Trading Regulation) 2015, in place of SEBI Insider Trading Regulations, 1992. Pursuant to the new regulation, your Company has a Code of Conduct for Prevention of Insider Trading & Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information and the same is placed in the website of your Company
STATUTORY DISCLOSURES
Your Directors state that:
(a) No disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:
1. Neither the Managing Director nor the Whole-time Directors of the Company receive any remuneration or commission from any of its subsidiaries.
2. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the âgoing concernâ status and Companyâs operations in future.
(b) In compliance with the requirements of âPrevention, Prohibition and Redressal of Sexual Harassment of Women at Workplace Act, 2013â, introduced by the Government of India, which came into effect from December 9, 2013, the Company has adopted a âPolicy to provide Protection Against Sexual Harassment of Women in Workplaceâ, which has been displayed on the website of the Company and an Internal Complaints Committee has been constituted and functions duly. During the year one complaint of sexual harassment was received and disposed off.
(c) Maintenance of cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013, is required by the Company and accordingly such accounts and records are made and maintained.
ACKNOWLEDGEMENTS
Your Directors express their grateful appreciation for the assistance and co-operation received from the financial institutions, banks, governmental authorities, customers, vendors and shareholders during the financial year. Your Directors would also like to once again place on record their appreciation to the employees across levels, who through their dedication, cooperation, support and intelligence have enabled the Company to move towards achieving its corporate objectives.
For and on behalf of the Board of Directors
Ashish Ravi Puravankara Nani R. Choksey
Managing Director & Joint Managing Director
Chief Executive Officer DIN: 00504555
DIN:00504524
Bengaluru
August 10, 2018
Mar 31, 2017
Dear Shareholders,
The Directors have the pleasure of presenting the Thirty first Annual Report on the business and operations of the Company together with the audited results for the financial year ended March 31, 2017.
Further to the approval by the shareholders the name of the company was changed from ''Puravankara Projects Limited'' to ''PURAVANKARA LIMITED'' vide approval of the Registrar of Companies on December 21, 2016, and the change took effect from January 10, 2017 on the website of the stock exchanges BSE Limited and National Stock Exchange Limited.
|
FINANCIAL HIGHLIGHTS |
(Rs. Crore) |
|||
|
Particulars |
Standalone |
Consolidated |
||
|
Fiscal 2017 |
Fiscal 2016 |
Fiscal 2017 |
Fiscal 2016 |
|
|
Total income (from operations) |
976.47 |
1015.69 |
1407.12 |
1584.04 |
|
Profit before tax |
117.56 |
109.98 |
160.96 |
127.67 |
|
Profit after tax/ Total profit for the year |
100.51 |
86.11 |
127.11 |
82.85 |
|
Total Comprehensive income |
100.46 |
86.47 |
127.14 |
83.31 |
Financial Performance
The standalone revenues of the Company stood at 976.47 crore compared to Rs. 1,015.69 crore in the previous fiscal, showing a nominal decrease of 3.86%. The operating cash flows were however better, profit after tax stood at Rs. 100.51 crore compared to Rs. 86.11 crore in the previous fiscal, showing an increase of 16.72%.
The consolidated revenues of the Company stood at Rs. 1,407.12 crore compared to Rs. 1,584.04 crore in the previous fiscal, showing a decrease of 11.16%. However, the total profit after tax for the year stood at Rs. 127.11 crore compared to Rs. 82.85 crore in the previous fiscal, showing an increase of 53.42%.
Dividend
Your Board approved a dividend policy for the Company at its meeting held on August 6, 2013. The said dividend policy indicates that the Company shall endeavour to pay 33.33% of the PAT (Profit after Tax) earned by the Company during each financial year, with regard to the business exigencies and general economic outlook for distribution as dividend to the shareholders, including dividend distribution tax and/ or such other taxes payable on dividend distributed.
In line with the aforesaid dividend policy, and in line with the results of the Company, the Board had recommended a final dividend amounting to H2.25 (Rupees two point two five only) per equity share (45%) on 237,149,686 equity shares of H5 each, for the financial year ended March 31, 2017, at its meeting held on May 29, 2017, as compared to a dividend of H0.782 per equity shares (15.61%) on237,149,686 equity shares of H5 each, for the financial year ended March 31, 2016.
The Register of Members and Share Transfer Books will remain closed from August 22, 2017 - August 29, 2017 (both days inclusive) for the purpose of payment of the final dividend for the financial year ended March 31, 2017. The Annual General Meeting (AGM) is scheduled to be held on August 29, 2017.
The total outflow on account of dividend would be as follows:
|
(Rs. crore) |
||
|
Particulars |
March 31, 2017 |
March 31, 2016 |
|
Dividend |
53.36 |
18.50 |
|
DDT |
10.86 |
3.77 |
|
Total |
64.22 |
22.27 |
Thus the dividend for the financial year ended March 31, 2017 at Rs. 53.36 crores, would be 29.39% higher than the dividend of Rs. 18.50 crores for the financial year ended March 31, 2016.
Transfer to Reserves
The Board has decided to pay a dividend of Rs. 2.25 (Rupees two point two five only) per equity share (45%) for the financial year ended March 31, 2017. Pursuant to Section 123 of the Companies Act, 2013, no amount has been transferred to the General Reserve.
Details of Adequacy of Internal Financial Controls (IFC)
Pursuant to Section 134(5) (e), your Company has a proper and adequate system of internal financial controls (IFC) in place to ensure that all transactions are authorized, recorded and reported correctly, and assets are safeguarded and protected against loss from unauthorized use or disposition and smooth functioning of its business. The processes and the systems are reviewed constantly and changed to address the changing regulatory and business environment. The control systems provide a reasonable assurance of recording the transactions of its operations in all material aspects and of providing protection against misuse or loss of Company''s assets. In addition, there are operational controls and fraud risk controls, covering the entire spectrum of internal financial controls.
The ERP system which your Company had implemented has helped in further strengthening the IFC that are in place. The existing IFC and their adequacy are frequently reviewed and improved upon to meet the changing business environment. The internal auditors periodically review the internal control systems, policies and procedures for their adequacy, effectiveness, and continuous operation for addressing risk management and mitigation strategies.
Share Capital
The paid-up equity share capital remained unchanged at Rs. 118.58 crore as on March 31, 2017. There were no public issues, rights issues, bonus issues or preferential issues, etc. during the year.
The Company has not issued any shares with differential voting rights, sweat equity shares nor has it granted any stock options.
Debentures
During the year, your Company has not issued any debentures and the total debentures outstanding as on the date of this report is H Nil.
Fixed Deposits
During the year, your Company did not invite nor accept any fixed deposits from the public and as such, there existed no outstanding principal or interest obligations for fixed deposits as on the Balance Sheet date.
Directors And Key Managerial Personnel (KMP)
Pursuant to Section 149(4) of the Companies Act, 2013, every listed company is required to have at least one-third of its directors to be independent directors. The Board has one half of its Directors in the category of independent directors in terms of Regulation 17 of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Amendment Regulations, 2016 (hereinafter referred to as ''Listing Regulations''). Pursuant to Companies Act, 2013, at the AGM held on September 22, 2014, Mr. RVS Rao (DIN: 00061599) and Mr. Pradeep Guha (DIN: 00180427), ''Non-Executive Independent Directors'' (NEID) were appointed as Non-Executive Independent Directors by the shareholders for a period of five years (from September 22, 2014 to September 21, 2019) and remuneration (in the form of commission) to be paid as decided by the Board of Directors of the Company, subject to the limits as approved by them at the same AGM .
In terms of the provisions of the Companies Act, 2013 and the Regulation 17 of the Listing Regulations the Board shall be comprised with at least one woman director.
Dr. Suchitra Kaul Misra (DIN: 02254365) was appointed as a Director in the capacity of Non-Executive Independent Director of the Company by the Board of Directors on March 21, 2016. At the AGM held on September 27, 2016, Dr. Suchitra Kaul Misra was appointed by the shareholders as Non-Executive Independent Director for a period of five years (from March 21, 2016 to March 20, 2021)
According to Section 149(13) of the Companies Act, 2013, the Independent Directors shall not be liable to retire by rotation.
All the continuing ''Non-Executive Independent Directors'' have submitted the Declaration of Independence, pursuant to Section 149(7) of the Companies Act, 2013, stating that they meet the criteria of independence as per Section 149(6) of the said Act and Regulation 25 of the Listing Regulations.
The conditions relating to appointment of ''Non-Executive Independent Director'' specified in the Act and the rules made there under and the Listing Regulations have been complied with.
The existing Whole-time Directors, Mr. Ravi Puravankara, Chairman, Mr. Ashish Ravi Puravankara, Managing Director, Mr. Nani R.Choksey, Joint Managing Director are liable to retire by rotation. In line with this requirement Mr.Ravi Puravankara, Chairman of the Company, is liable to retire by rotation at the forthcoming Annual General Meeting and being eligible for reappointment offers himself for reappointment as a Director. The Board recommends his reappointment.
The criteria for performance evaluation of Independent Directors, Board, Committees and other individual Directors includes criteria for performance evaluation of the non-executive directors and executive directors. Pursuant to the provisions of Companies Act, 2013 and Regulation 25 of the Listing Regulations, the Board has carried out annual performance evaluation of its own performance, the directors individually.
Details of Directors seeking reappointment at the Annual General Meeting (pursuant to Regulation 36 of the Listing Regulations), forms part of the Notice of the Annual General Meeting.
Mr. Hari Ramakrishnan resigned as Chief Financial Officer on March 8, 2017. Your Directors place on record their appreciation of the valuable contribution made to the Company by Mr. Hari Ramakrishnan.
On the recommendation of the Nomination and Remuneration Committee and pursuant to section 203 of the Companies Act, 2013, Mr. Kuldeep Chawla was appointed as Chief Financial Officer w.e.f. March 8, 2017 and w.e.f. May 27, 2016, Ms. Bindu. D, was appointed as Company Secretary & as Compliance Officer of the Company under Listing Regulations w.e.f. the same date.
Mr. V. Ravi Kumar Reddy, Company Secretary and Compliance officer resigned w.e.f. May 2, 2016.
Meetings of the Board
Four meetings of the Board of Directors were held during the year in line with the requirement under the Listing Regulations and the interval between any two meetings did not exceed 120 days. For further details, please refer report on Corporate Governance forming part of this Annual Report.
Policies
Policies as required to be formulated under the Listing Regulations have been adopted by the Company. The following policies have been placed on the website of your Company.
1. Code of conduct for prevention of insider trading
2. Code of practices and procedures for fair disclosure of UPSI (Unpublished Price Sensitive Information).
3. Policy for determining material subsidiaries
4. Policy on materiality of related party transactions
5. Policy for corporate social responsibility
6. Nomination and remuneration policy including criteria for making payment to Directors (Non-Executive and Executive) and senior management personnel.
7. Risk management policy
Directors'' Responsibility Statement
Pursuant to Section 134(5) of the Companies Act, 2013, your Directors hereby confirm that:
a) in preparation of the annual accounts the applicable accounting standards have been followed;
b) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the year ended March 31, 2017 and of the profit of the Company for that period;
c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and
d) the annual accounts of the Company have been prepared on a ''going concern'' basis.
e) the Directors have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.
f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
Directors'' Remuneration Policy and Criteria for Matters Required Under Section 178
The Board, as per the recommendation of the Nomination and Remuneration Committee, has framed a nomination and remuneration policy, providing (a) criteria for determining qualifications, positive attributes and independence of directors and
(b) a policy on remuneration for directors, key managerial personnel and other employees. The detailed remuneration policy is placed on the Company''s website: www.puravankara.com
Familiarization Programme
With a view to familiarize the Independent Directors with the Company''s operations, as required under Listing Regulation 25(7), the Company has held various familiarization programmes throughout the year on an ongoing basis. Some of the familiarization programmes carried out during the year, include:
1. Various presentations made by business heads of the Company from time to time on different functions and areas.
2. Deliberations were held and the Directors were updated from time to time on major developments in the areas of the Companies Act, 2013, the Listing Regulations.
The details of the familiarization programmes are also placed on the Company''s website: www.puravankara.com
Auditors & Auditors'' Report
M/s. Walker Chandiok & Co. LLP, (formerly Walker, Chandiok & Co), Chartered Accountants, (LLP Registration No. 001076N/N500013), Statutory Auditors of the Company hold office till the conclusion of the ensuing Annual General Meeting.
Further to the recommendation of the Audit Committee the Board of Directors passed a resolution by circulation on May 09, 2017, whereby subject to the approval of the shareholders, the Board of Directors, approved the appointment of M/s. S R Batliboi & Associates LLP, Chartered Accountants, FRN 101049W/ E300004, as Statutory Auditors of the Company for a period of five years from the conclusion of ensuing 31st Annual General Meeting till the conclusion of 36th Annual General Meeting.
The Company has received from M/s. S R Batliboi & Associates LLP, Chartered Accountants, a consent letter to the effect that their appointment, if made, would be within the prescribed limits under Section 141(3) (g) of the Companies Act, 2013.
Necessary details have been annexed to the Notice of the meeting in line with the requirements of the Companies Act, 2013.
The Consolidated Auditors'' Report and the Standalone Auditors'' Report to the shareholders for the year ended March 31, 2017 does not have any qualification.
Cost Auditors
The Board appointed M/s. GNV Associates, Cost Accountants; for conducting the audit of cost records of the Company for the financial year 2016-17.
Secretarial Audit
The Board appointed M/s JKS & Co., Company Secretaries to conduct the secretarial audit for the financial year 2016-17. The Secretarial Audit Report for the financial year ended March 31, 2017 is attached herewith marked as Annexure I to this Report.
Particulars of Loans Given, Investments Made, Guarantees Given and Securities Provided
Particulars of loans given, investments made, guarantees given and securities provided are disclosed in Note 5 and 6 to the standalone financial statement of the Company.
Contracts and Arrangements with Related Parties
All contracts/arrangements/transactions entered into by the Company during the financial year with related parties were in the ordinary course of business and on an arm''s length basis. During the year, the Company did not enter into any new contracts/ arrangements/transactions with related parties which could be considered material in accordance with the Company''s policy pertaining to the materiality of related party transactions.
The policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Company''s website: www.puravankara.com
The details of the related party transactions are attached herewith as Annexure II Form AOC-2
Consolidated Financial Statements
The Consolidated Financial Statements pursuant to Section 129(3) of the Companies Act, 2013 and Regulation 33 and Regulation 34 of the Listing Regulations and prepared in accordance with the Indian Accounting Standards (IndAS) prescribed by the Institute of Chartered Accountants of India, forms part of this Annual Report.
The IndAS were notified by the Ministry of Corporate Affairs (MCA), vide its notification in the official gazette on February 16, 2015, applicable to certain classes of companies. IndAS has replaced the existing Indian GAAP prescribed under section 133 of the Companies Act, 2013 read with rule 7 of the Companies Accounts Rules, 2014.
Your Company, its subsidiaries have adopted IndAS with effect from April 1, 2016 pursuant to the notification by Ministry of Corporate Affairs on February 16, 2015 notifying the Companies (Indian Accounting Standard) Rules, 2015. Your Company has published IND-AS Financials for the year ended March 31, 2017 along with comparable as on March 31, 2016 and Opening Statement of Assets and Liabilities as on April 1, 2015.
The accounting policies as set out in note 1 to the financial statements have been applied in preparing the financial statements for the year ended March 31, 2017, the comparative information is presented in the financial statements for the year ended March 31, 2016 and in the preparation of an opening IndAS balance sheet at April 1, 2015 (the Company''s date of transition). The explanation to the transition from previous GAAP to IndAS and the effect on the Company''s financial position, financial performance and cash flows is set out in Note 49 of the financial statements.
Subsidiaries
The Company has in all 25 subsidiary companies (including four step-down subsidiaries in India and a step-down subsidiary in Sri Lanka) out of which 22 companies are in India and three are abroad. Of these, Provident Housing Limited an unlisted Indian Company is a material subsidiary as defined under the Listing Regulations.
Pursuant to Regulation 24 of the Listing Regulations, an Independent Director on the Board of the Company shall be a Director on the Board of Directors of an unlisted material subsidiary. Mr. RVS Rao and Mr. Pradeep Guha, Independent Directors on the Board of the Company are also members of the Board of Provident Housing Limited, which is an unlisted material subsidiary. The Audit Committee of the Company reviews the financial statements of Provident Housing Limited, and its minutes are placed before the Board of Directors of the Company.
During the year, the following wholly-owned subsidiary companies were incorporated:
- Purva Pine Private Limited
- Purva Oak Private Limited
Three step down companies being wholly-owned subsidiaries of Provident Housing Limited, a subsidiary of the Company were incorporated:
- Argan Properties Private Limited
- Provident Meryta Private Limited
- Provident Cedar Private Limited
Details of companies which became/ceased to be Company''s subsidiaries, joint ventures or associate companies are specified in Annexure III.
STATEMENT RELATING TO SUBSIDIARIES AND THEIR FINANCIAL STATEMENTS
Information regarding each subsidiary pertaining to capital, reserves, total assets, total liabilities, details of investment, turnover, profit before taxation, provision for taxation, profit after taxation/loss and proposed dividend are attached herewith as Annexure IV (i.e. Form AOC-1).
Your Directors hereby inform you that the audited annual accounts and related information of the subsidiaries will be available for inspection on any working day during business hours at the registered office of the Company.
In accordance with the provisions of Sections 136 of the Companies Act, 2013, the annual financial statements and the related documents of the subsidiary companies of the company are placed on the Company''s website: www.puravankara.com
Material Changes and Commitments
There have been no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the Balance Sheet relates and the date of this Report.
Further to the date of the Balance Sheet, the Company has entered into a facility agreement with ICICI Bank Limited to avail facility of Rs.150 crores for Purva Evoq Project.
Energy, Technology Absorption and Foreign Exchange
Information in accordance with the provisions of Section 134(3) (m) of the Companies Act, 2013, read with Rule 8 of the Companies (Accounts) Rules, 2014, regarding conservation of energy, technology absorption and foreign exchange earnings and outgo:
Technology absorption: Your Company firmly believes that adoption and use of technology is a fundamental business requirement for carrying out business effectively and efficiently. While the industry is labor intensive, we believe that mechanization of development through technological innovations is the way to address the huge demand supply gap in the industry. We are constantly upgrading our technology to reduce costs and achieve economies of scale.
We have also invested in automating our processes to accelerate the decision making process and have implemented Ramco ERP software during the year for the entire group. We intend to continue this process of investment in technology as the business requirements arise with the goals of improved business processes, higher productivity, enhanced quality and lower costs.
Energy: The Company is in the business of property development and does not require large quantities of energy. However, wherever possible energy saving measures are undertaken across all our projects.
Foreign exchange: Foreign exchange earned during the year ended March 31, 2017 stood at Rs.2.45 crore while the expenditure stood at Rs.6.72crore.
Risk Management Policy
Information on the development and implementation of a risk management policy for the Company including identification therein of elements of risk which in the opinion of the Board may threaten the existence of the Company is given in the Corporate Governance Report.
Corporate Social Responsibility (CSR)
Puravankara Limited has had a commitment to invest in social causes even before the same was made mandatory under the Companies Act, 2013. Our CSR initiatives have focused on improving civic amenities, promoting interest in arts and sports apart from sponsoring education to the needy. Efforts include the development and maintenance of roads, parks, fire station and a war memorial, apart from supporting schools and creches for the children of unskilled labourers as well as support to old-age homes.
Constitution of Corporate Social Responsibility Committee
According to Section 135 of the Companies Act, 2013 read together with Companies (Corporate Social Responsibility Policy) Rules, 2014 and revised Schedule VII to the said Act which came into effect from 1 April 2014, all companies having net worth of Rs.500 crore or more, or turnover of Rs. 1,000 crore or more or a net profit of Rs.5 crore or more during any financial year are required to constitute a Corporate Social Responsibility (CSR) Committee of the Board of Directors comprising three or more directors, with at least one of them being an independent director. The Company has complied with the requirement.
CSR Activities
Puravankara is firmly committed to drive change towards sustainability through strategic CSR initiatives. The Group''s primary focus is to leverage the existing capabilities and expertise of the organization to create a visible impact in the community. The initiatives driven by the Group are largely in the sphere of education, health and safety, arts, civic amenities as well as environment.
With a growing focus on the issues of global warming, the Group has consciously undertaken environment management measures and is nurturing and maintaining several parks/medians/nature strips around Bangalore. Puravankara is committed to a greener and healthier tomorrow. The public amenities maintained by the Group are at the Kamaraj Road Median, Anil Kumble Circle, Cubbon Road Median, New Indian Express Median in front of the Coffee Board, Marathalli Median, Domlur Park, Rest House Park. Recently we have been looking for further opportunities to be able to give back to the community. As part of this vision, we are in discussions with the Namma Metro Authorities to discuss how we can help support the sustainable maintenance of what we envision will be the life support of Bangaloreâs mass transportation network.
In keeping with our strategy of supporting under- privileged children, Puravankara Limited''s 100% subsidiary Provident Housing was happy to support Christel House Learning Center, a place for disadvantaged children to grow, achieve and realize their dreams. The mission of Christel House is to help orphaned, abandoned and underprivileged children break the cycle of poverty and to make them self-sufficient and contributing members of our society. A comprehensive, holistic approach to child development is essential to fulfill this mission. We hope to continue this partnership in the years to come.
The Group has also entered into an agreement with a Trust to promote education in the sphere of arts, especially theatre, dance and film making. The trust is managed by veteran artists and other renowned personalities who also organize international film festivals. The plan is to refurbish the theatre and the society building with the latest technology to aid teaching and performance via social programmes. To promote and perpetuate the education of arts, the Trust will collaborate with artists and also encourage participation of individuals- both these stakeholders have a unique role to play in community development.
This financial year also saw Puravankara join hands with the Wockhardt Foundation for a series of pediatric heart surgeries, supporting under privileged children. We hope to continue this association, and are exploring opportunities to create safe afterschool learning spaces. wherein the learning experience for children can be augmented and at the same time also be diverse from the traditional educational methods.
Moving ahead, Puravankara Group will continue on the path of its commitment to sustainability, and as a valued partner in the community, contribute meaningfully to create a lasting impact in the larger ecosystem.
Puravankara is in the process of creating a Charitable Trust -Puravankara Foundation to sparehead the group''s CSR activities.
The Annual report on CSR activities is attached herewith as Annexure V.
Extract of Annual Return
The extract of annual return of the Company, pursuant to Section 92 of the Companies Act, 2013 is attached herewith in form MGT-9 as Annexure VI to this Report.
Particulars of Employees and Related Disclosures
The statement containing particulars of employees, including ratio of remuneration to directors, among others as required under Section 197(12) of the Companies Act, 2013, read with Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel), Rules, 2014 are attached herewith as Annexure VII to this Report.
Corporate Governance
A separate section on Corporate Governance and a certificate from the Statutory Auditors of the Company regarding the compliance of the conditions of Corporate Governance as stipulated under Regulation 34 read with Schedule V of the Listing Regulations forms part of this Annual Report.
Management Discussion and Analysis
A separate section on management discussion and analysis as stipulated under Regulation 34 of the Listing Regulations forms part of this Annual Report.
Credit Rating
The long-term rating of the Company as per ICRA was reaffirmed as BBB with a stable outlook, in respect of the various fund and non-fund-based credit facilities totaling to Rs.2500 crore sanctioned to the Company and Rs.750 crore for Provident Housing Limited. The rating has been issued by ICRA during March 2017 and will be reviewed by them on an ongoing basis.
Shares Under Compulsory Dematerialization:
The Company''s equity shares are compulsorily tradable in electronic form. As on 31 March 2017, 0.0002% of the Company''s total paid-up equity capital representing 402 shares (six shareholders) is in physical form and the remaining shares namely 237,149,284 (99.9998%) are in electronic form. In view of the numerous advantages offered by the depository system, the members holding shares in physical form are advised to avail of the facility of de-materialization.
|
Particulars |
Number of shares |
% |
|
DEMAT |
237,149,284 |
99.9998% |
|
PHYSICAL |
402 |
0.0002% |
|
TOTAL |
237,149,686 |
100% |
Insider Trading Regulations
SEBI had brought in a new regulation named as SEBI (Prohibition of Insider Trading Regulation) 2015, in place of SEBI Insider Trading Regulations, 1992. Pursuant to the new regulation, your Company has formulated a Code of Conduct for Prevention of Insider Trading & Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information and the same is placed in the website of your Company.
Statutory Disclosures
Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:
1. Neither the Managing Director nor the Whole-time Directors of the Company receive any remuneration or commission from any of its subsidiaries.
2. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the ''going concern'' status and Company''s operations in future.
3. In compliance with the requirements of ''Prevention, Prohibition and Redressal of Sexual Harassment of Women at Workplace Act, 2013, introduced by the Government of India, which came into effect from December 9, 2013, the Company has adopted a ''Policy to provide Protection Against Sexual Harassment of Women in Workplace'', which has been displayed on the website of the Company. During the year one complaint of sexual harassment was received and disposed off.
ACKNOWLEDGEMENTS
Your Directors express their grateful appreciation for the assistance and co-operation received from the financial institutions, banks, governmental authorities, customers, vendors and shareholders during the financial year. Your Directors would also like to once again place on record their appreciation, for the employees across levels, who through their dedication, cooperation, support and intelligence have enabled the Company to move towards achieving its corporate objectives.
For and on Behalf of the Board of Directors
Ashish Ravi Puravankara Nani R. Choksey
Managing Director & Chief Executive Officer Joint Managing Director
DIN: 00504524 DIN: 00504555
Bangalore
July 28, 2017
Mar 31, 2015
Dear Members,
The Directors are pleased to present their report for the Financial
Year Ended 31 March 2015.
We have pleasure in presenting the twenty ninth Annual Report on the
business and operations of the Company together with the audited
results for the financial year ended 31 March 2015.
Standalone
Particulars Fiscal Fiscal
2015 2014
Rs. crore Rs. crore
Total Income 1,218.41 966.54
Profit before tax 77.17 140.97
Net profit for the year 85.33 106.03
Consolidated
Particulars Fiscal Fiscal
2015 2014
Rs. crore Rs. crore
Total Income 1,690.62 1,313.30
Profit before tax 154.95 242.83
Net profit for the year 132.73 159.98
Financial Performance
The Standalone revenues of the company stood at Rs.1,218.41 crore as
compared to Rs. 966.54 crore in the previous fiscal, showing an
increase of 26.06%. Profit after tax was Rs. 85.33 crore as compared to
Rs. 106.03 crore in the previous fiscal, showing a decrease of 19.52%.
The Group consolidated revenues of the company stood at Rs.1690.62
crore as compared to Rs.1313.30 crore in the previous fiscal, showing
an increase of 28.73%. Profit after tax was Rs.132.73 crore as compared
to Rs.159.98 crore in the previous fiscal, showing a decrease of
17.03%.
Dividend
Your Board approved a dividend policy for the Company in its meeting
held on 6 August 2013. The said dividend policy indicate that the
Company will endeavor to pay 33.33% of the Profit After Tax (PAT)
earned by the Company during each Financial Year, having regard to the
business exigencies and general economic Outlook for distribution as
Dividend to the Shareholders, including Dividend Distribution Tax
and/or such other Taxes payable on Dividends Distributed.
In line with the aforesaid dividend policy,the Board had recommended at
its meet held on 15 May 2015, a Final dividend amounting to Rs.1.55 per
equity share (31.00%) on 237,149,686 equity shares of Rs.5/- each, for
the financial year ended 31 March 2015.
The Register of Members and Share Transfer Books will remain closed
from 17 September 2015 - 24 September 2015 (both days inclusive) for
the purpose of payment of the final dividend for the Financial Year
ended March 31, 2015. The Annual General Meeting (AGM) is scheduled to
be held on 24 September 2015.
The total outflow on account of dividend would be as follows:
(Rs. In crore)
31 March 2015 31 March 2014
Dividend 36.76 45.53
DDT 7.48 7.74
Total 44.24 53.27
Transfer to Reserves
Since the Board has decided to pay a dividend of Rs. 1.55 per equity
share (31.00%) for the Financial Year ended 31 March 2015, an amount of
H8.54 crore (10% of the Standalone net profit for the year) has been
transferred to the General Reserves pursuant to Sec 123 of the
Companies Act 2013.
Details of adequacy of Internal Financial Controls (IFC)
In pursuance to section 134(5)(e), your Company has a proper and
adequate system of internal controls in place to ensure that all
transactions are authorised, recorded and reported correctly, and
assets are safeguarded and protected against loss from unauthorised use
or disposition and smooth functioning of its business. The processes
and the systems are reviewed constantly and changed to address the
changing regulatory and business environment. The Control Systems
provide a reasonable assurance of recording the transactions of its
operations in all material aspects and of providing protection against
misuse or loss of Company's assets. In addition there are operational
controls and fraud risk controls, covering the entire spectrum of
internal financial controls.
The ERP system which your Company had implemented has helped in further
strengthening the IFC that are in place. The existing IFC and their
adequacy are frequently reviewed and improved upon to meet the changing
business environment. The internal auditors periodically review the
internal control systems, Policies and procedures for their adequacy,
effectiveness, and continuous operation for addressing risk management
and mitigation strategies.
Share Capital
The paid-up equity share capital as on 31 March 2015 was H118.58 crore.
There was no public issue, rights issue, bonus issue or preferential
issue etc. during the year
The Company has not issued shares with differential voting rights,
sweat equity shares nor has it granted any stock options
Debentures
During the year your Company has not issued any Debentures and the
total debentures outstanding as on the date of this report is H Nil.
Fixed Deposits
During the year your Company did not invite nor accept any fixed
deposits from public and as such, there existed no outstanding
principal or interest as on the Balance Sheet date.
Directors and Key Managerial Personnel
Pursuant to the section 149(4) of the Companies Act, 2013, every listed
company is required to have at least one third of its directors as
independent directors. The board already has one half of its directors
in the category of independent directors in the terms of the provisions
of Clause 49 of the listing agreement The Board therefore in its
meeting, held on 7 August 2014 approved the appointment of Mr. Anup S.
Shah (DIN: 00317300), Mr. RVS Rao (DIN: 00061599) and Mr. Pradeep
Guha(DIN: 00180427), the existing 'Independent Directors' under Clause
49, as 'Non-Executive Independent Directors' (NEID) pursuant to
Companies Act, 2013, subject to approval of Shareholders. Further, as
required under the said Act and the rules made thereunder, at the AGM
held on 22 September 2014, the said directors were appointed as Non-
Executive Independent Director (NEID) by the shareholders for a period
of 5 years, commencing from 22 September 2014 to 21 September 2019, for
a remuneration (in the form of commission and sitting fee) to be paid
as may be decided by Board of directors of the company, subject to the
limits as approved by them at same AGM as held aforesaid. According to
Sec 149(13) of the Companies Act, 2013, the said directors shall not be
liable to retire by rotation.
During the Year Mrs. Geetanjali Vikram Kirloskar (DIN: 01191154) was
appointed as an additional director in a capacity of Non-Executive
Independent Director (NEID) of the company by the Board of Directors on
22 September 2014, whose appointment requires the approval of the
shareholders at the forthcoming Annual General Meeting. Keeping in view
the overall limit of 5 years (extendable by additional term of 5 more
years) and subject to the aforesaid approval by the shareholders, the
term of proposed appointment would be up to 21 September 2019.
Mr. Anup S. Shah Resigned as Independent Director of the Company w.e.f.
the Closing Hours of 21st July, 2015
Your Directors place on record their sincere appreciation of the
valuable contribution made by the aforesaid Directors and Company
Secretary to the Company.
Necessary details have been annexed to the Notice of the meeting in
terms of Section 102(1) of the Companies Act, 2013.
All the continuing 'Non-Executive Independent Directors' have submitted
the declaration of independence, as required pursuant to Section 149(7)
of the Companies Act, 2013, stating that they meet the criteria of
independence as provided in Section 149(6) of the said Act and Clause
49 of the Listing Agreement with the Stock Exchanges.
With the proposed appointment of 'Non- Executive Independent Director',
the conditions specified in the Act and the rules made thereunder as
also under new Clause 49 of the Listing Agreement stands complied.
The existing Whole-time Directors were appointed earlier as Directors
not to Retire by Rotation vide a Resolution passed by the Shareholders
at the Annual General Meeting held on 24 September 2011. To ensure
compliance to Section 152 of the Companies Act, 2013, the Board of
Directors based on the Shareholders Authorisation as aforesaid and with
a view to Comply with the aforesaid provisions, passed a Resolution at
its Board Meeting held on 7 August 2014, to make the Whole-time
Directors liable to retire by rotation. In line with the Resolution,Mr.
Ashish Ravi Puravankara, Director of the Company,is liable to retire by
rotation at the forthcoming Annual General Meeting and being eligible
for re- appointment offer himself for re-appointment as a director.
Details of Directors seeking Appointment/ Re- Appointment at the Annual
General Meeting (pursuant to Clause 49(VIII)(E) of the Listing
Agreement), forms part of the Notice of the Annual General Meeting.
Changes in the Whole-time directors/Company Secretary/Senior
Management/KMP
Based on the resolution passed by the Board of directors at its Board
Meeting held on 15 May 2015, the following changes in Whole-time
directors/Senior Management/KMP were affected by the company:-
Name Before 15 May 2015
Mr. Ravi Puravankara Chairman and Managing Director
Mr. Ashish Ravi Puravankara Joint Managing Director
Mr. Nani R. Choksey Deputy Managing Director
Mr. Jackbastian K. Nazareth Group - Chief Executive Officer
Mr. Anil Kumar .A Chief Financial Officer
Mr. Hari Ramakrishnan Deputy Chief Financial Officer
Name On and After 15 May 2015
Mr. Ravi Puravankara Chairman
Mr. Ashish Ravi Puravankara Managing Director and CEO$
Mr. Nani R. Choksey Joint Managing Director$
Mr. Jackbastian K. Nazareth Chief Development Officer
Mr. Anil Kumar .A - *
Mr. Hari Ramakrishnan Chief Financial Officer #
$Changes subject to the Approval of the shareholders at the ensuing
Annual General Meeting.
*Mr. Anil Kumar resigned as Chief Financial Officer (CFO) of the
company w.e.f 20 March 2015. The board wishes to place on record its
deep appreciation for the valuable contribution made by him during his
tenure as the CFO of the Company.
#Mr. Hari Ramakrishnan, Deputy CFO was appointed as the Key Managerial
Personnel with a designation as Chief Financial Officer, pursuant to
Sec 203 of the Companies Act, 2013, w.e.f 15 May 2015.
Mr. V P Raguram resigned as Company Secretary of the Company w.e.f. the
Closing Hours of 14 August, 2015
Mr. V. Ravi Kumar Reddy was appointed as Company Secretary & Compliance
Officer of the Company w.e.f 14 August 2015
Meetings of the Board
Five (5) meetings of the Board of Directors were held during the year.
For further details, please refer report on Corporate Governance
forming part of this Annual Report.
Policies Created During the Year
Following are the policies created during the year and placed on the
website of your company:
1. Code of Conduct for prevention of Insider Trading
2. Code of practices and procedures for fair disclosure of Unpublished
Price Sensitive Information(UPSI)
3. Policy for determining material Subsidiaries
4. Policy on materiality of Related Party Transaction
5. Policy for Corporate Social Responsibility
6. Nomination and Remuneration Policy including Criteria for making
payment to Directors (Non-Executive and Executive) and Senior
Management Personnel.
7. Risk Management Policy
Committees Created During the Year
Following are the Committees created during the year and placed on the
website of your company:
1. Corporate Social Responsibility Committee.
2. Risk Management Committee.
Directors' Responsibility Statement
Pursuant to Section 134(5) of the Companies Act, 2013, your Directors
hereby confirm that:
a) in preparation of the annual accounts the applicable accounting
standards have been followed;
b) the Directors have selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the Company at the year ended 31 March 2015 and of the profit of the
Company for that period;
c) the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 2013, for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities; and
d) the annual accounts of the Company have been prepared on a 'going
concern' basis.
e) the Directors had laid down internal financial controls to be
followed by the company and that such internal financial controls are
adequate and were operating effectively.
f) the Directors have devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems were
adequate and operating effectively.
Directors' Remuneration Policy and Criteria for matters required under
Section 178
The Board on the recommendation of the Nomination and Remuneration
Committee has framed a Nomination and Remuneration Policy, providing
(a) criteria for determining qualifications, positive attributes and
independence of directors and (b) a policy on remuneration for
directors, key managerial personnel and other employees. The detailed
Remuneration Policy is placed on the Company's website
www.puravankara.com.
Familiarisation Programme
With a view to familiarise the Independent Directors with the Company's
operations, as required under Clause 49, the Company has held various
familiarization programmes for the Independent Directors throughout the
year on an ongoing and continuous basis. Some of the familiarization
programmes carried out during the year were as under:
1. Various presentations were made by business heads of the Company
from time to time on different functions and areas.
2. Deliberations were held and presentations were made from time to
time on major developments in the areas of the new Companies Act, 2013,
the new Clause 49 of the Listing Agreement.
The details of familiarization programmes are also placed on the
Company's website www.puravankara.com
Auditors & Auditors' Report
M/S. Walker Chandiok & Co. LLP, (formerly Walker, Chandiok & Co),
Chartered Accountants, (LLP Registration No. 001076N/N500013),Chartered
Accountants, statutory auditors of the Company hold office till the
conclusion of the ensuing Annual General Meeting and are eligible for
re-appointment.
The Company has received from M/S. Walker Chandiok & Co. LLP, a consent
letter to the effect that their appointment, if made, would be within
the prescribed limits under Section 141(3) (g) of the Companies Act,
2013.
The Consolidated Auditors' Report and the Stand- alone Auditors' Report
to the shareholders for the year ended 31 March 2015 does not contain
any qualification and hence do not call for any further comments.
Cost Auditors
The Board has appointed M/s. GNV Associates, Cost Accountants; for
conducting the audit of cost records of the Company for the financial
year 2014-15.
Secretarial Audit
The Board has appointed Mr. V Karthick (Membership No. ACS-11910,
PCS-4680), Practising Company Secretary, to conduct Secretarial Audit
for the financial year 2014-15. The Secretarial Audit Report for the
financial year ended March 31, 2015 is attached herewith marked as
Annexure I to this Report. The Secretarial Audit Report does not
contain any qualification, reservation or adverse remark.
Particulars of Loans given, Investments made, Guarantees given and
Securities provided
Particulars of loans given, investments made, guarantees given and
securities provided are disclosed in Note 12 and 14 to the standalone
financial statement of the Company.
Contracts and arrangements with Related Parties
All contracts / arrangements / transactions entered by the Company
during the financial year with related parties were in the ordinary
course of business and on an arm's length basis. During the year, the
Company had not entered into any contract / arrangement / transaction
with related parties which could be considered material in accordance
with the policy of the Company on materiality of related party
transactions.
The Policy on materiality of related party transactions and dealing
with related party transactions as approved by the Board may be
accessed on the Company's website www. puravankara.com.
The details of the related party transactions are attached herewith as
Annexure II Form AOC-2
Consolidated Financial Statements
In accordance with the Accounting Standard AS- 21 on Consolidated
Financial Statements read with Accounting Standard AS-23 on Accounting
for Investments in Associates and Clause 32 of the Listing Agreement
entered into with the Stock Exchanges, the audited Consolidated
Financial Statements forms part of this Annual Report.
Subsidiaries
The Company has in all 20 Subsidiaries (including a step-down
subsidiary in Sri Lanka) out of which 16 Companies are in India and 4
are abroad (6 - Public Limited Companies & 14 - Private Limited
Companies). Of these, only Provident Housing Ltd. is a Material
Non-listed Indian Subsidiary Company (MNLIS) as defined under the
Listing Agreement.
In pursuance to Clause 49(V) of the Listing Agreement, Mr. Anup S. Shah
and Mr. Pradeep Guha, Independent Directors on the Board of the Company
was also on the board of Provident Housing Ltd., which is a Materially
Non-listed Indian Subsidiary Company (MNLIS). He resigned as Director
w.e.f the closing hours of 21 July 2015. Mr. RVS Rao was appointed as
Director of Provident Housing Limited w.e.f 14 August 2015 No
Investments were effected by Provident Housing Limited during the year.
The Audit Committee of the Company reviews the Financial Statements of
the said Subsidiary and its Minutes are also placed before the Board of
Directors of the Company.
Your Company had invested Rs. 221,186,000 during Jun' 2007 in Keppel
Magus Development Private Limited, in consideration of being allotted
362,600 shares of Rs. 610/- each, holding 36.26% stake in the Company,
together with Wisley Pte Ltd. - Part of Keppel Group, holding 37.74%
and RSJ Developers Private Limited, holding 26.00%. On 9 May 2014, your
Company entered into a Share Purchase Agreement with BMS Reality Pvt.
Ltd. to sell its entire holdings together with Wisley Pte. Ltd. and RSJ
Developers Private Limited. Further, a Supplementary Share Purchase
Agreement was entered on 27 June 2014 so as to complete the sale on 2
July 2014.
The Sale Consideration amounted to Rs. 322,113,271 and was duly
received by your Company on 2 July 2014. On a Historical Cost basis,
the Investment has earned a profit of Rs. 100,927,271. Consequent to
the aforesaid sale, Keppel Magus Development Private Limited, ceases to
be an Associate Company.
On 6 April 2015 Investment (10,000 Shares of Rs. 10 /- each) in Purva
Good Earth Properties Pvt. Ltd. was transferred to Provident Housing
Ltd. (a Subsidiary of the Company) for a Consideration of Rs. 1,00,000.
Profit on sale of Investment amounted to Rs. 0 (NIL). Consequently,
Purva Good Earth Properties Pvt. Ltd. ceases to be a Subsidiary company
with effect from that date and has becomes a step-down Subsidiary of
the company.
Details of Companies which became / ceased to be Company's
Subsidiaries, Joint Ventures or Associate Companies are specified in
Annexure III.
Statement relating to Subsidiaries & its financial statements
Information regarding each subsidiary pertaining to capital, reserves,
total assets, total liabilities, details of investment, turnover,
profit before taxation, provision for taxation, profit after
taxation/loss and proposed dividend are attached herewith as AnnexureIV
(i.e. Form AOC-1).
Your Directors hereby inform you that the audited annual accounts and
related information of the subsidiaries will be available for
inspection on any working day during business hours at the Registered
Office of the Company.
In accordance with the provisions of Sections 136 of the Companies Act,
2013, the annual financial statements and the related documents of the
subsidiary companies of the company are placed on the Company's website
www.puravankara.com
Material Changes and Commitments
There have been no material changes and commitments affecting the
financial position of the Company which have occurred between the end
of the financial year of the Company to which the balance sheet relates
and the date of this report.
Energy, Technology Absorption and Foreign Exchange
Information in accordance with the provisions of Section 134(3)(m) of
the Companies Act, 2013, read with Rule 8 of the Companies (Accounts)
Rules, 2014, regarding conservation of energy, technology absorption
and foreign exchange earnings and outgo:
Technology Absorption: Your Company firmly believes that adoption and
use of technology is a fundamental business requirement for carrying
out business effectively and efficiently. While the industry is labor
intensive, we believe that mechanisation of development through
technological innovations is the way to address the huge demand supply
gap in the industry. We are constantly upgrading our technology to
reduce costs and achieve economies of scale.
We have also invested in automating our processes to accelerate the
decision making process and have commenced implementation of Ramco ERP
software during the year for the entire group. We have also commenced
work on implementing an entity wide ERP platform during the year. We
intend to continue this process of investments in innovative
techniques.
Energy: The Company is in the business of property development and does
not require large quantities of energy. However, wherever possible
energy saving measures are being taken across all its projects.
Foreign Exchange: Foreign exchange earned during the year ended 31
March 2015 is equivalent to Rs. 3.05 crore and the expenditure is
equivalent to Rs. 6.56 crore.
Risk Management Policy
Information on the development and implementation of a Risk Management
Policy for the Company including identification therein of elements of
risk which in the opinion of the Board may threaten the existence of
the Company is given in the Corporate Governance Report.
Corporate Social Responsibility (CSR)
Puravankara Projects Limited had commitment to invest in social causes
even before the same was made mandatory under the Companies Act 2013.
Our CSR initiatives have focused on improving civic amenities,
promoting interest in arts and sports apart from sponsoring education
to the needy. Efforts include the development and maintenance of roads,
parks, fire station and a war memorial apart from supporting schools
and creches for the children of unskilled labourers as well as support
to old-age homes.
Constitution of Corporate Social Responsibility Committee
According to Section 135 of the Companies Act, 2013 read together with
Companies (Corporate Social Responsibility Policy) Rules, 2014 and
revised Schedule VII to the said Act which came into effect from 1
April 2014, all companies having net worth of Rs. 500 crore or more, or
turnover of Rs. 1,000 crore or more or a net profit of Rs. 5 crore or
more during any financial year are required to constitute a Corporate
Social Responsibility Committee of the Board of Directors comprising 3
or more directors, with at least one of them being an Independent
Director.
CSR Activities in Financial Year 2014-15
Puravankara strongly believes that corporates have a special and
continuing responsibility towards social development. The Group
focusses on creating a sustainable impact on the development of
communities through initiatives in education, health and safety, arts
and sports, civic amenities as well as environment.
The Group strives to ensure that environmental management is assigned a
high level of importance. Puravankara is committed to make the
environment greener and healthier by maintaining parks/medians with
nurturing plants and trees around the city. The public amenities
maintained by the Group are the Kamaraj Road Median, Anil Kumble
Circle, Cubbon Road Median, Indian Express Median in front of the
Coffee Board, Marathalli Median, Domlur Park, War Memorial, Rest House
Park, Ulsoor Road and SuvarnaJayanti Park.
The art and culture of our nation are a vast continuum evolving
incessantly since time immemorial. Preserving and nurturing our art and
culture is therefore essential and assumes a lot of importance. Towards
this effort, Puravankara sponsored the efforts of Sursagar, a
non-profit organisation that promotes Art by conducting events, and
also sponsors talented students from socially and economically backward
communities from rural Karnataka.
The company has also identified a Cultural Trust which runs a theatre
and also conducts various trainings for the promotion of arts. This
theatre requires substantial refurbishment and upgrading of equipments
to ensure availability of modern technologies. The Trust is managed by
veteran artists and other senior renowned personalities and also they
conduct international film festivals. The company intends to
contribute for this cause which would help the promotion of the arts
and culture.
Puravankara has also contributed to Premanjali Educational Trust, a
non-profit organisation in Bengaluru for destitute and homeless
children. Premanjali Education Trust provides formal education and
holistic development to the underprivileged children with
conceptualized projects and programs. They also periodically conduct
events to raise funds, and Puravankara was the key sponsor for the 6th
Premanjali festival held recently. This prestigious event showcased
three legends of the Indian music Dr. L Subramaniam, Dr. Balamurali
Krishna & Pt. Hariprasad Chaurasia who shared the dais for the first
time ever.
In association with various voluntary organisations, support was
provided to a number of children of unskilled laborers at our project
sites. At Purva Highland/ High Crest, we continue to run a school for
such children, where basic education is imparted along with a midday
meal.
As a part of our initiative to support a Home for the aged, we
associated with the non-profit organisation Little Sisters of the Poor.
This is a charitable institution that receives the aged, 65 years of
age and above, men and women, irrespective of caste, creed or religion,
who are really in need of home, care and concern. 2015 marked 100 years
of Little Sisters of the Poor being in India, and Puravankara wholly
supported this endeavour, as they plan to expand and leverage their
resources to a larger group.
Puravankara in its pursuit for inclusive growth, has joined hands with
the policies of the Government by contributing to the Prime Minister's
Relief Funds and similar other funds for rural development.
The Annual report on CSR Activities are attached herewith as Annexure
V.
Extract of Annual Return
Extract of Annual Return of the Company, in pursuance to Section 92 of
the Companies Act, 2013 is attached herewith as Annexure VI to this
Report.
Particulars of Employees and related disclosures
The statement containing particulars of employees, including ratio of
Remuneration of Director etc., as required under Section 197(12) of the
Companies Act, 2013, read with Rule 5 of Companies (Appointment and
Remuneration of Managerial Personnel),Rules, 2014 are attached herewith
as Annexure VII to this Report. However,having regard to the provisions
of Section 136(1) of the Companies Act, 2013, the Annual Report
excluding the particulars of employees as aforesaid is being sent to
all the members of the Company and others entitled thereto. Any member
interested in obtaining such information may write to the Company
Secretary at the Registered Office of the Company.
Corporate Governance
A separate section on Corporate Governance and a certificate from the
statutory auditors of the Company regarding the compliance of the
conditions of corporate governance as stipulated in Clause 49 of the
Listing Agreement entered into with the stock Exchanges form a part of
this Annual Report.
Management Discussion and Analysis
A separate section on Management Discussion and Analysis as stipulated
under Clause 49 of the Listing Agreement entered into with the Stock
Exchanges forms a part of this Annual Report.
Credit Rating
Long-term rating of the Company stands at [ICRA] BBB, in respect of the
various Fund and Non-Fund based Credit Facilities totaling to Rs. 1,650
crores sanctioned to the Company. The rating has been issued by ICRA
during December 2014 and will be reviewed by them on an ongoing basis
Shares under Compulsory Dematerialization: The Company's equity shares
are compulsorily tradable in electronic form. As on 31 March 2015,
0.0002% of the Company's total equity paid-up capital representing 402
shares (6 Shareholders) is in physical form and the remaining shares
namely 237,149,284 (99.9998%) are in electronic form. In view of the
numerous advantages offered by the Depository system, the Members
holding shares in physical form are advised to avail of the facility of
dematerialization.
Name Number of Shares %
DEMAT 23,71,49,284 99.9998%
PHYSICAL 402 0.0002%
TOTAL 23,71,49,686 100%
Insider Trading Regulations
SEBI had brought in a new regulation named as SEBI (Prohibition of
Insider Trading Regulation) 2015, in place of SEBI Insider trading
regulation 1992. Pursuant to the new regulation your company has
formulated Code of Conduct for Prevention of Insider Trading & Code of
Practices and Procedures for Fair Disclosure of Unpublished Price
Sensitive Information the same is placed in the website of your
company.
Statutory Disclosures
Your Directors state that no disclosure or reporting is required in
respect of the following items as there were no transactions on these
items during the year under review:
1. Neither the Managing Director nor the Whole-time Directors of the
Company receive any remuneration or commission from any of its
subsidiaries.
2. No significant or material orders were passed by the Regulators or
Courts or Tribunals which impact the going concern status and Company's
operations in future.
3. In compliance with the requirements of a new legislation viz.
"Prevention, Prohibition and Redressal of Sexual Harassment of Women at
Workplace Act, 2013", introduced by the Government of India, which came
into effect from 9 December 2013, the Company has adopted a 'Policy to
provide Protection Against Sexual Harassment of Women in Workplace',
which has been displayed on the Website of the Company. There were no
cases reported during the year under review under the said policy.
Acknowledgements
Your Directors express their grateful appreciation for the assistance
and co-operation received from the financial institutions, banks,
government authorities, customers, vendors and shareholders during the
said financial year. Your Directors would also like to once again place
on record their appreciation to the employees at all levels, which
through their dedication, co-operation, support and smart work have
enabled the Company to move towards achieving its Corporate Objectives.
For and on behalf of the Board of Directors
Ravi Puravankara Ashish Ravi Puravankara
Chairman Managing Director
& Chief Executive Officer
Bengaluru
14 August, 2015
Mar 31, 2014
Dear Members,
since this report pertains to Financial Year that commenced prior to 1
April 2014, the contents therein are governed by the relevant
provisions/ schedules/rules of the Companies Act, 1956, which is in
compliance with general circular no. 08/2014 dated 4 April 2014 issued
by the Ministry of Corporate Affairs.
Financial performance
For the financial year ended 31 March 2014, puravankara projects limited
recorded Revenues of Rs.9,665.39 million as compared to Rs.8,178.43 million
in the previous fiscal, showing an increase of 18.18%. Proft after tax
was Rs.1,060.30 million as compared to Rs.1,122.81 million for the previous
year ended 31 March 2013, a decrease of 5.57%. A sum of H161.49
million was appropriated to debenture Redemption Reserve and H106.10
million to the General Reserve.
The Group consolidated revenue stood at H13,133.03 million as compared
to Rs.12,484.80 million in the previous fiscal, showing an increase of
5.19%. Proft after tax stood at Rs.1,599.78 million during the Financial
Year 2013-14 as compared to Rs.2,434.35 million, a decrease of 34.28%.
dividend
Your Board approved a dividend policy for the Company in its meeting
held on 6 August 2013. the said dividend policy indicate that the
Company will endeavor to pay 33.33% of the Proft After Tax(PAT) earned
by the Company during each Financial Year, having regard to the
business exigencies and general economic outlook for distribution as
dividend to the shareholders, including dividend distribution tax and /
or such other taxes payable on dividends distributed.
In line with the aforesaid dividend policy, the Board had recommended a
Final dividend amounting to Rs.1.92 per equity share (38.40%) on
237,149,686 equity shares of Rs.5/- each, for the financial year ended 31
March 2014.
The Register of Members and share transfer Books will remain closed
from 16 September 2014 Â 22 September 2014 (both days inclusive)
for the purpose of payment of the final dividend for the Financial Year
ended 31 March 2014. the Annual General Meeting (AGM) is scheduled to
be held on 22 September 2014.
Transfer to Reserves
since the Board has decided to pay a dividend of H1.92 per equity share
(38.40%) for the Financial Year ended 31 March 2014 an amount of
Rs.106.10 (10% of the Standalone net proft for the year) has been
transferred to the General Reserves under Companies (Transfer of Profits
to Reserves) Rules, 1975.
Debntures
During the year your Company has not issued any additional debentures.
during the year, 288 nos. of debentures, altogether having a balance
face value of H3.40 million each has been redeemed. Your Company has
been regularly servicing the interest and principal obligations on the
said debentures.
The total debentures outstanding as on the date of this report is
Rupees nil.
Fixed deposits
During the year your Company did not invite nor accept any fixed
deposits from public and as such, there existed no outstanding
principal or interest as on the Balance sheet date.
Directors
Pursuant to the section 149(4) of the Companies Act, 2013, every listed
company is required to appoint at least one third of its directors as
independent directors. the board already has one half of its directors
in the category of independent directors in the terms of the provisions
of Clause 49 of the listing agreement. the Board therefore in its
meeting, held on 7 August 2014 approved the appointment of the existing
''Independent directors'' under Clause 49, as ''non-executive Independent
directors'' pursuant to Companies Act, 2013, subject to approval of
shareholders.
As required under the said Act and the rules made thereunder, the same
is now put up for approval of the members at the ensuing Annual General
Meeting. Necessary details have been annexed to the notice of the
meeting in terms of section 102(1) of the Companies Act, 2013.
The ''non-executive Independent directors'' have submitted the
declaration of independence, as required pursuant to section 149(7) of
the Companies Act, 2013, stating that they meet the criteria of
independence as provided in section 149(6) of the said Act.
With the proposed appointment of ''non- executive Independent
directors'', the conditions specified in the Act and the rules made
thereunder as also under new Clause 49 of the listing Agreement stands
complied.
The existing Whole-time directors were appointed earlier as directors
not to Retire by Rotation vide a Resolution passed by the Shareholders
at the Annual General Meeting held on 24 september 2011. to ensure
compliance to section 152 of the Companies Act, 2013, the Board of
directors based on the shareholders Authorisation as aforesaid and with
a view to Comply with the aforesaid provisions, passed a Resolution at
its Board Meeting held on 7 August 2014, to make the Whole-time directors
liable to retire by rotation. In line with the Resolution Mr. Ravi
puravankara, Chairman & Managing director of the Company, is liable to
retire by rotation at the forthcoming Annual General Meeting and being
eligible for re-appointment offer himself for re-appointment as a
director.
Directors'' Responsibility Statement
Pursuant to section 217(2AA) of the Companies Act, 1956, your Directors
hereby confirm that:
a) In preparation of the annual accounts the applicable accounting
standards have been followed;
b) The directors have selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the Company at the year ended 31 March 2014 and of the proft of the
Company for that period;
c) The directors have taken proper and suffcient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956, for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities; and
d) The annual accounts of the Company have been prepared on a ''going
concern'' basis.
Auditors & Auditors'' Report
M/S. Walker Chandiok & Co. LLP, (formerly Walker, Chandiok & Co),
Chartered Accountants, (Registration no. 001076n/n500013), Chartered
Accountants, statutory auditors of the Company, hold office till the
conclusion of the ensuing Annual General Meeting and are eligible for
re-appointment.
The Company has received from M/S. Walker Chandiok & Co. LLP, a consent
letter to the effect that their appointment, if made, would be within
the prescribed limits under section 141(3) (g) of the Companies Act,
2013.
The Consolidated Auditors'' Report and the stand-alone Auditors Reports''
to the shareholders for the year ended 31 March 2014, does not contain
any qualifcation and hence do not call for any further comments.
Subsidiaries
The Company has in all 20 subsidiaries (including a step-down
subsidiary in sri lanka) out of which 16 Companies are in India and 4
are abroad (6 - public limited Companies & 14 - private limited
Companies). of these, only provident housing ltd. is a Material
non-listed Indian Subsidiary Company (MNLIS) as defned under the
listing Agreement
In pursuance to Clause 49(III) of the listing Agreement, Mr. Anup s
shah, an Independent director on the Board of the Company is also on
the board of provident housing ltd., which is a Materially non-listed
Indian subsidiary Company (MnlIs). no Investments were effected by
provident housing limited during the year. the Audit Committee of the
Company reviews the Financial statements of the said subsidiary and its
Minutes are also placed before the Board of directors of the Company.
Statement Relating to Subsidiaries
The Board of directors in its meeting held on 16 May, 2014, in
compliance with Circular no. 2 of 2011 dated 8 Febr uary 2011 issued by
the Ministry of Corporate Affairs (MCA), has approved the presentation
of audited consolidated financial statements of puravankara projects
limited (the ''Company'') with its subsidiaries and further, consented
not to attach the balance sheet of the subsidiaries to the Annual
Report 2013-2014 of the Company. Your Company has annexed to this
report the information regarding each subsidiary pertaining to capital,
reserves, total assets, total liabilities details of investment,
turnover, proft before taxation, provision for taxation, proft after
taxation/loss and proposed dividend.
Your directors hereby inform you that the audited annual accounts and
related information of the subsidiaries will be available for
inspection on any working day during business hours at the Registered
office of the Company.
divestment of equity shares in Keppel Magus development private
limited, an Associate Company
Your Company had invested H221,186,000 during Jun'' 2007 in Keppel Magus
development private limited, in consideration of being allotted 362,600
shares of H610/- each, holding 36.26% stake in the Company, together
with (Wisley pte Ltd. Â Part of Keppel Group, holding 37.74%) and (RsJ
developers private limited, holding 26.00%).
on 9 May 2014, your Company entered into a share purchase Agreement
with BMs Reality pvt. ltd. to sell its entire holdings together with
Wisley pte. ltd. and RsJ developers private limited. Further, a
supplementary share purchase Agreement was entered on 27 June 2014
so as to complete the sale on 2 July 2014.
The sale Consideration amounted to H322,113,271 and was duly received
by your Company on 2 July 2014. on a historical Cost basis, the
Investment has earned a proft of H100,927,271. Consequent to the
aforesaid sale, Keppel Magus development private limited, ceases to be
an Associate Company.
Consolidated Financial statements
In accordance with the Accounting standard As- 21 on Consolidated
Financial statements read with Accounting standard As-23 on Accounting
for Investments in Associates, Clause 32 of the listing Agreement
entered into with the stock exchanges, the audited Consolidated
Financial statements forms part of this Annual Report.
Raise of Additional Capital
The securities Contracts (Regulations) Rules 1957, as amended, as on 4
June 2010 and 9 August 2010 requires that at least 25% of the
outstanding equity shares are held by the public on or before 3 June,
2013 (the Minimum public shareholding Requirement). pursuant to the
said requirement, seBI had amended Clause 40A of the listing agreement
listing out various options available to any Company for reducing the
promoter holding. the Company had engaged with seBI along with the
appointed Book Running lead Managers to clarify and seek options in
addition to those prescribed under Clause 40A. After deliberations, the
Company had opted for issuing additional shares not exceeding
23,725,351 equity shares through the Institutional placement programme
(''Ipp'') along with an offer for sale (''oFs'') by the promoters
to bring the promoters shareholding to 75%. The Company fled its
Red-Herring prospectus dated 17 May 2013 for the Ipp and was opened for
subscription to Qualifed Institutional Buyers on 22 May 2013 and was
completed on the same day. the issue was oversubscribed by 1.49 times
and the issue price was fixed at H81 per share with the same face value
of H5/- per share and all the allotment formalities were completed on
28 May 2013.
The OFS by the promoters was opened for subscription on 23 May 2013 and
was completed on the same day with an oversubscription of 1.63 times.
With the above two transactions, the promoter holding in the Company
stands at 75% post issue. the Company has raised total capital
H1,921.76 million through Ipp. the Ipp monies received by the Company
have been used to repay/prepay existing debt as listed out in the use
of proceeds in the Prospectus. The financial effect of these
transactions was duly recorded in the quarter ended 30 June 2013.
Brief summary of the monies raised through Ipp is as under:
million
Towards share Capital 118.63
Towards share premium 1,803.13
Less: Ipp expenses (153.96)
Net Ipp proceeds 1,768.80
The Company has completed all the formalities in connection with the
seBI / stock exchanges & MCA authorities.
Personnel
As required under the provisions of section 217(2A) of the Companies
Act, 1956 read with the Companies (particulars of employees) Rules,
1975, the names and other particulars of the employees are set out
in the Annexure to this Report. however, having regard to the
provisions of section 219(1)(b)(iv) of the Companies Act, 1956, the
Annual Report excluding the aforementioned information is being sent
to all the members of the Company and others entitled thereto. Any
member interested in obtaining such information may write to the
Company secretary at the Registered office of the Company.
Energy, technology Absorption and Foreign exchange
Information in accordance with the provisions of section 217(1)(e) of
the Companies Act, 1956, read with Rule 2 of the Companies (disclosure
of particulars in the Report of Board of directors) Rules, 1988,
regarding conservation of energy, technology absorption and foreign
exchange earnings and outgo:
Technology Absorption: Your Company firmly believes that adoption and
use of technology is a fundamental business requirement for carrying
out business effectively and efficiently. While the industry is labor
intensive, we believe that mechanisation of development through
technological innovations is the way to address the huge demand supply
gap in the industry. We are constantly upgrading our technology to
reduce costs and achieve economies of scale.
We have also invested in automating our processes to accelerate the
decision making process and have commenced implementation of Ramco eRp
software during the year for the entire group. We have also commenced
work on implementing an entity wide eRp platform during the year.
We intend to continue this process of investments in innovative
techniques.
Energy: the Company is in the business of property development and does
not require large quantities of energy. however, wherever possible
energy saving measures are being taken across all its projects.
Foreign Exchange: Foreign exchange earned during the year ended 31
March 2014 is equivalent to H13.25 million and the expenditure is
equivalent to Rs.7.60 million.
Corporate Governance
A separate section on Corporate Governance and a certifcate from the
statutory auditors of the Company regarding the compliance of the
conditions of corporate governance as stipulated in Clause 49 of the
listing Agreement entered into with the stock exchanges form a part of
this Annual Report.
Management discussion and Analysis
A separate section on Management discussion and Analysis as stipulated
under Clause 49 of the listing Agreement entered into with the stock
exchanges forms a part of this Annual Report.
Corporate social Responsibility (CsR)
puravankara projects limited had commitment to invest in social causes
even before the same was made mandatory under the Companies Act 2013.
our CsR initiatives have focused on improving civic amenities,
promoting interest in arts and sports apart from sponsoring education
to the needy. efforts include the development and maintenance of roads,
parks, fire station and a war memorial apart from supporting schools
and crèches for the children of unskilled labourers as well as support
to old-age homes.
CSR Activities in Financial Year 2013-14
In association with various voluntary organisations, support was
provided to a number of children of unskilled labourers at our project
sites. At purva highland/ high Crest, we ran a school for such
children, where basic education was imparted. the children were also
provided midday meal and 70 of them attended the school in 2013-14. 12
children were supported through the crèche at purva venezia and at
purva skywood, 25 children were supported during the financial year
2013-2014
Our contribution to the city of Bengaluru was through maintaining the
War Memorial at M.G. Road, maintenance of medians at Anil Kumble
Circle, Kamraj Road, Coffee Board & Marathahalli and renovation and
maintenance of parks in Rest house Road and domlur. We also sponsored
the "Creating Civic leaders for Bengaluru" by Bangalore political
Action Committee (BpAC) as part of the BpAC''s drive to promote
awareness on the need for good political leadership and address civic
issues in Bengaluru.
Our commitment to promote and strengthen regional culture of Karnataka
and tamil nadu continued this year as well. We sponsored the ''Kannada
Rajyotsava'' event held in new York in addition to the musical event by
noted Kannada musician hamsalekha held by Kannada Sangha in Singapore.
We also sponsored an event conducted by Navi Mumbai Tamil Sangam at
navi Mumbai and the tamil new Year Celebration "Chithirai
Thiruvizha 2014" in united Kingdom organized by World tamil
organisation.
Our commitment to promote education made us to sponsor the Marketing
strategy Competition "prove Your Mettle" held at Indian Institute of
Management, Kozhikode and the winning teams were given cash prizes
We sponsored the Art event of noted artist vani Ganapathy. We supported
''Firefies'', a three-day theatre festival where 400 children
demonstrated the impact of excellent education on children, organized
by a trust that is currently leading an India-wide movement to
eliminate educational inequality.
In sports, we sponsored the Puravankara Masters Badminton Tournament
2014 and puravankara Bangalore Golf Team for ''The Louis Philippe Cup
2014'' of which we were the runners up.
Constitution of Corporate social Responsibility Committee (CsR
Committee)
According to section 135 of the Companies Act, 2013 read together with
Companies (Corporate social Responsibility policy) Rules, 2014 and
revised schedule vII to the said Act which came into effect from 1
April 2014, all companies having net worth of H5,000 Mn. or more, or
turnover of H10,000 Mn. or more or a net proft of H50 Mn. or more
during any financial year are required to constitute a Corporate social
Responsibility Committee (CsR Committee) of the Board of directors
comprising 3 or more directors, with at least one of them being an
Independent director.
At the meeting of its Board of directors held on 7 August 2014, the CsR
Committee consisting the following directors was formed:
1. Mr. Ashish puravankara
2. Mr. nani R Choksey
3. Mr. Anup s. shah
Mr. v p Raguram, the Company secretary of the Company, will act as
secretary to the CSR Committee the terms of reference of the CSR
Committee shall be:
(a) Formulate and recommend to the Board, a Corporate social
Responsibility policy which shall indicate the activities to be
undertaken by the company as specified in Schedule VII to the Companies
Act, 2013;
(b) Recommend the amount of expenditure to be incurred on the
activities referred to in clause (a); and
(c) Monitor the Corporate social Responsibility of the company from
time to time.
Shares under Compulsory dematerilisation:
The Company''s equity shares are compulsorily tradable in electronic
form. As on 31 March 2014 0.0002% of the Company''s total equity paid-up
capital representing 402 shares (6 shareholders) is in physical form
and the remaining shares namely 237,149,284 (99.9998%) are in
electronic form. In view of the numerous advantages offered by the
depository system, the Members holding shares in physical form are
advised to avail of the facility of dematerialisation.
Acknowledgements
Your directors express their grateful appreciation for the assistance
and co-operation received from the financial institutions, banks,
government authorities, customers, vendors and shareholders during the
said financial year. Your directors would also like to once again place
on record their appreciation to the employees at all levels, which
through their dedication, co- operation, support and smart work have
enabled the Company to move towards achieving its Corporate objectives.
FOR AND ON BEHALF OF THE BOARD OF DIRECTORS
RAVI PURAVANKARA
CHAIRMAN AND
MANAGING DIRECTOR
Bengaluru
7 August 2014
Mar 31, 2013
The Directors are pleased to present their report for the Financial
Year Ended 31 March 2013.
Financial performance
For the financial year ended 31 March 2013, Puravankara Projects
Limited recorded Revenues of Rs.8,178.43 million as compared to Rs.5,285.94
millions in the previous fiscal, showing an increase of 54.72%. Profit
after tax was Rs.1,122.81 million as compared to Rs.473.96 million for the
previous year ended 31 March 2012, an increase of 136.90%. A sum of
Rs.310.01 million was appropriated to Debenture Redemption Reserve and
Rs.112.3 million to the General Reserve.
The Group consolidated revenue stood at ^12,484.80 million as compared
to Rs.8,155.68 million in the previous fiscal, showing an increase of
53.08%. Profit after tax stood at Rs.2,434.35 million during the
Financial Year 2012-13 as compared to Rs.1,357.30 million an increase of
79.35%.
Dividend
The Board had declared a Special  one time  Interim dividend
amounting to Rs.2.50 (Rupee Two and Paise Fifty only) per equity share as
distribution on 21,426,495 shares excluding promoter and promoter
group-shareholders. The dividend pay-out on this amounted to Rs.53.57
million.
Additionally the Board has recommended an
annual dividend for all shareholders including the additional equity
shareholders, pursuant to the concluded Institutional Placement
Programme of the Company amounting to Rs.1.00 (Rupee One only) (20%) per
equity share, which if declared at the Annual general Meeting, would be
paid on or after 03 October 2013.
(a) to those members holding shares in physical form, whose names would
appear on the Register of Members of the Company, as at the close of
business hours of 24 September 2013, after giving effect to all valid
transfers in physical form lodged wifh the Company on or before
17 September 2013 and
(b) In respect of the shares held in electronic form, on the basis of
the details furnished by National Securities Depositories Limited
(NSDL) and the Central Depository Services (India) Limited (CDSL) as at
the close of business hours of 17 September 2013.
Debentures
During the year your Company has not issued any additional Debentures.
Your Company has been regularly servicing the interest and principal
obligations on the debentures for the financial year ended 31 March
2013.
As of date of this Report, your company has redeemed both the existing
Debentures excepting one Debentures series of Rs.200.00 million for which
intimation of redemption has already been given to the BSE.
The total debentures outstanding as on the date of this report is
1104.00 million
Fixed Deposits
During the year your Company did not invite and accept any fixed
deposits from public and as such, there existed no outstanding
principal or interest as on the Balance Sheet date.
Directors
As per articlel07 of the Articles of Association, Anup S Shah, Director
of the Company, is liable to retire by rotation in the forthcoming
Annual General Meeting and being eligible for re-appointment offer
himself for re- appointment as a director.
Directors'' Responsibility Statement
Pursuant to Section 217(2AA) of the Companies Act, 1956, your Directors
hereby confirm that:
a) in preparation of the annual accounts the applicable accounting
standards have been followed;
b) the Directors have selected such accounting policies and applied
them consistendy 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 year ended 31 March 2013 and of the profit of the
Company for that period;
c) the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance wifh the
provisions of the Companies Act, 1956, for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities; and
d) the annual accounts of the Company have been prepared on a ''going
concern'' basis.
Auditors & Auditors'' Report
Walker Chandiok & Co, Chartered Accountants, statutory auditors of the
Company hold office till the conclusion of the ensuing Annual General
Meeting and are eligible for re- appointment.
The Company has received from Walker Chandiok & Co a consent letter to
the effect that their appointment, if made, would be wifhin the
prescribed limits under Section 224(1B) of the Companies Act, 1956.
The Consolidated Auditors'' Report and the Stand-alone Auditors Report
to the shareholders for the year ended 31 March 2013 does not contain
any qualification
Subsidiaries
The Company has in all 20 Subsidiaries (including a step-down
subsidiary in Sri Lanka) out of which 16 Companies are in India and 4
are abroad (6 - Public Limited Companies & 14 - Private Limited
Companies). Of these, only Provident Housing Ltd. is a Material Non-
listed Indian Subsidiary Company (MNLIS) as defined under the Listing
Agreement
In pursuance to Clause 49(111) of the Listing Agreement, Anup S Shah,
an Independent Director on the Board of the Company is also on the
board of Provident Housing Ltd., which is a materially non-listed
Indian Subsidiary Company. No Investments were effected by Provident
Housing Ltd. during the year. The Audit Committee of the Company
reviews the Financial Statements of the said Subsidiary and its Minutes
are also placed before the Board of Directors of the Company.
Statement relating to Subsidiaries
The Board of Directors in its meeting held on 17 April 2013, in
compliance wifh Circular No.2 of 2011 dated 08 February 2011 issued by
the Ministry of Corporate Affairs (MCA), has approved the presentation
of audited consolidated financial statements of Puravankara Projects
Limited (the ''Company'') wifh its Subsidiaries and further, consented
not to attach the balance sheet of the subsidiaries to the Annual
Report 2012-2013 of the Company. Your Company has annexed to this
report (page no. 140) the information regarding each subsidiary
pertaining to capital, reserves, total assets, total liabilities
details of investment, turnover, profit before taxation, provision for
taxation, profit after taxation/loss and proposed dividend.
Your Directors hereby inform you that the audited annual accounts and
related information of the subsidiaries will be available for
inspection on any working day during business hours at the Registered
Office of the Company.
Consolidated Financial Statements
In accordance wifh the Accounting Standard AS-21 on Consolidated
Financial Statements read wifh Accounting Standard AS-23 on Accounting
for Investments in Associates, Clause 32 of the Listing Agreement
entered into wifh the Stock Exchanges, the audited Consolidated
Financial Statements forms part of this Annual Report.
Raise of Additional Capital
The Securities Contracts (Regulations) Rules 1957, as amended, as on 04
June 2010 and 09 August 2010 requires that at least 25% of the
outstanding Equity shares are held by the public on or before 03 June
2013 (the ''Minimum public Shareholding Requirement. Pursuant to the
said requirement, SEBI had amended clause 40A of the listing agreement
listing out various options available to any Company for reducing the
promoter holding. The company had engaged wifh SEBI along wifh the
appointed Book Running Lead Managers to clarify and seek options in
addition to those prescribed under Clause 40A. After deliberations, the
Company had opted for issuing additional shares not exceeding
23,725,351 equity shares through the Institutional Placement Programme
(TPP'') along with an Offer for Sale (''OFS'') by the Promoters to bring
the promoters shareholding to 75%.
The Company filed its Red-Herring prospectus dated 17 May 2013 for the
IPP and was opened for subscription to Qualified Institutional Buyers
on 22 May 2013 and was completed on the same day. The issue was
oversubscribed by 1.49 times and the issue price was fixed at Rs.81 per
share wifh the same face value of Rs.5/- per share and all the allotment
formalities were completed on 28 May 2013.
The OFS by the promoters was opened for subscription on 23 May 2013 and
was completed on the same day with an oversubscription of 1.63 times.
Wifh the above two transactions, the promoter holding in the Company
stands at 75% post issue. The Company has raised total capital Rs.
1921.76 million through IPP. The IPP monies received by the Company
have been used to pay/prepay existing debt as listed out in the use of
proceeds in the Prospectus.
The financial effect of these transactions have been duly recorded for
the quarter ended 30 June 2013.
Brief Summary of the monies raised through IPP is as under:
Rs.million
Towards Share Capital 118.63
Towards Share premium 1,803.13
Less: IPP Expenses (153.54)
Net IPP proceeds 1,768.22
The Company has completed all the formalities in connection wifh the
SEBI / Stock Exchanges & MCA aufhorities.
Personnel
As required under the provisions of Section 217(2A) of the Companies
Act, 1956 read wifh fhe Companies (Particulars of Employees) Rules,
1975, fhe names and ofher particulars of fhe employees are set out in
fhe Annexure to this Report. However, having regard to fhe provisions
of Section 219(l)(b)(iv) of fhe Companies Act, 1956, fhe Annual Report
excluding fhe aforementioned information is being sent to all fhe
members of fhe Company and ofhers entided fhereto. Any member
interested in obtaining such information may write to fhe Company
Secretary at fhe Registered Office of fhe Company
Energy, Technology Absorption and Foreign Exchange
Information in accordance wifh fhe provisions of Section 217(l)(e) of
fhe Companies Act, 1956, read wifh Rule 2 of fhe Companies (Disclosure
of Particulars in the Report of Board of Directors) Rules, 1988,
regarding conservation of energy, technology absorption and foreign
exchange earnings and outgo:
Technology Absorption: Your Company firmly believes that adoption and
use of technology is a fundamental business requirement for carrying
out business effectively and efficiently.
While the industry is labor intensive, we believe that mechanization of
development through technological innovations will be the way to
achieve the huge demand supply gap in the industry. We are constandy
upgrading our technology to reduce costs and achieve economies of
scale.
We have also invested in automating our processes to accelerate the
decision making process and have successfully implemented Primavera
software during the year for the entire group. We have also been
upgrading our existing Oracle systems through customizations to address
the needs of the business. We have also commenced work on implementing
an entity wide ERP platform during the year. We intend to continue this
process of investments in innovative techniques.
Energy: The Company is in the business of property development and does
not require large quantities of energy. However, wherever possible
energy saving measures are being taken across all its projects.
Foreign Exchange: Foreign exchange earned during the year ended 31
March 2013 is equivalent to Rs.11.60 million and the expenditure is
equivalent to Rs.70.37 million
Corporate Governance
A separate section on Corporate Governance
and a certificate from the statutory auditors of the Company regarding
the compliance of the conditions of corporate governance as stipulated
in Clause 49 of the Listing Agreement entered into wifh the stock
Exchanges form a part of this Annual Report.
Management Discussion and Analysis
A separate section on Management Discussion and Analysis as stipulated
under Clause 49 of the Listing Agreement entered into wifh the Stock
Exchanges forms a part of this Annual Report.
Employee Stock Options
On 01 July 2006 the Members of the Company approved the Puravankara
Projects Limited 2006 Employee Stock Option Scheme. The details of the
Scheme to be disclosed as per the SEBI (Employee Stock Option Scheme
and Employee Stock Purchase Scheme) Guidelines, 1999 are provided under
the Notes to the Financial Statements.
Corporate Social Responsibility
Your Company recognizes the importance and value being responsible to
the community at large. Over the years, your Company has committed
resources towards responsible management of the environment, humane
work conditions for on-site laborers and skill-building community
interventions.
Your Company has undertaken various initiatives to the benefit of the
community including support of old age homes, orphanages and
under-privileged children. Your Company lends support to welfare
organizations such as the Democratic Youth Federation of India
(Karnataka), the litde sisters of the poor and the Sanfhwan Special
School for mentally challenged children, scholastic awards to
economically disadvantaged students through Ujwal Trust. While our
community service resolve is strong, we appreciate that much more can
be done.
Going forward, your Company intends to augment its community service
through outreach, skill building, social infrastructure development
initiatives and primary education to the underprivileged. Furthermore,
your Company will encourage its employees to invest their time in
social-service activities. In doing so, our endeavor is to reinforce
corporate social responsibility as a core company value.
Depository System
The Company''s equity shares are compulsorily tradable in electronic
form. As on 31 March 2013, 0.0002% of the Company''s total equity
paid-up capital representing 403 shares (7 Shareholders) is in physical
form and the remaining capital is in electronic form. In view of the
numerous advantages offered by the Depository system, the Members
holding shares in physical form are advised to avail of the facility of
dematerialization.
Acknowledgements
Your Directors express their grateful appreciation for the assistance
and co-operation received from the financial institutions, banks,
government authorities, customers, vendors and shareholders during the
said financial year. Your Directors would also like to once again place
on record their appreciation to the employees at all levels, which
through their dedication, co-operation, support and smart work have
enabled the Company to move towards achieving its Corporate Objectives.
For and on behalf of the Board of Directors
Ravi Puravankara
Chairman and Managing Director
Bengaluru
06 August 2013
Mar 31, 2012
The DIRECTORS ARE PLEASED TO PRESENT THEIR REPORT FOR THE FINANCIAL
YEAR ENDED 31 MARCH 2012.
Financial Performance
For the financial year ended 31 March 2012 Puravankara Projects Limited
recorded a net profit of Rs.473,960,489 as compared with the previous
year's net profit of Rs.838,641,996. A sum of Rs.201,169,724 is
appropriated towards the Debenture Redemption Reserve and Rs.35,600,000
towards the General Reserve.
Dividend
The Board of Directors has recommended the final dividend of Re. 1
(Rupee One) per equity share on 213,424,335 Equity shares of Rs.5/- each
for the financial year ended 31 March 2012, which if approved at the
forth coming Annual General Meeting, will be paid to (i) all those
equity shareholders whose name appear in the register of members as on
17 August 2012 after considering all physical share certificates lodged
for transfer, and (ii) those whose names appear as beneficial owners as
per the information furnished by the Depositories, viz. the National
Securities Depositories Limited (NSDL) and the Central Depository
Services (India) Limited (CDSL) as on 17 August 2012.
Debentures
During the year your Company issued and allotted 288 Non-convertible
Debentures of Rs.5,000,000 each aggregating Rs.1,440,000,000. The said
debentures have been listed on the Wholesale Debt Market of Bombay
Stock Exchange Limited (BSE).
Fixed Deposits
During the year your Company did not invite and accept any fixed
deposits from public and as such, there existed no outstanding
principal or interest as on the Balance Sheet date.
Directors
Mr. Pradeep Guha and Mr. Nani R. Choksey, Directors of the Company,
liable to retire by rotation in the ensuing Annual General Meeting and
being eligible for re-appointment offer themselves for re-appointment
as directors.
Directors' Responsibility Statement
Pursuant to Section 217(2AA) of the Act your Directors hereby confirm
that:
i. in preparation of the annual accounts the applicable accounting
standards have been followed;
ii. 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 year ended 31 March 2012 and of the profit of the
Company for that period;
iii. the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities; and
iv. the annual accounts of the Company have been prepared on a 'going
concern' basis.
Auditors
Walker Chandiok & Co, Chartered Accountants, statutory auditors of the
Company hold office till the conclusion of the ensuing Annual General
Meeting and are eligible for re-appointment.
The Company has received from Walker Chandiok & Co a consent letter to
the effect that their appointment, if made, would be within the
prescribed limits under Section 224(1 B) of the Act.
Subsidiaries
The Board of Directors in its meeting held on 8 May 2012, in compliance
with Circular No.2 of 2011 dated 8 February 2011 issued by the Ministry
of Corporate Affairs (MCA), approved the presentation of audited
consolidated financial statements of Puravankara Projects Limited (the
'Company') with its subsidiaries, and further, consented not to attach
the balance sheet of the subsidiaries to the Annual Report 2011-12 of
the Company. Your Company has annexed to this report (Page No.90) the
information regarding each subsidiary pertaining to capital, reserves,
total assets, total liabilities, details of investment, turnover,
profit before taxation, provision for taxation, profit after
taxation/loss and proposed dividend.
Your Directors hereby inform you that the audited annual accounts and
related information of the subsidiaries will be available for
inspection at the Registered Office of the Company.
Personnel
As required under the provisions of Section 217(2A) of the Companies
Act, 1956 read with the Companies (Particulars of Employees) Rules,
1975, the names and other particulars of the employees are set out in
the Annexure to this Report. However, having regard to the provisions
of Section 219(1)(b)(iv) of the Companies Act, 1956, the Annual Report
excluding the aforementioned information is being sent to all the
members of the Company and others entitled thereto. Any member
interested in obtaining such information may write to the Company
Secretary at the Registered Office of the Company.
Energy, Technology Absorption and Foreign Exchange
Information in accordance with the provisions of Section 217(1)(e) of
the Companies Act, 1956 read with Rule 2 of the Companies (Disclosure
of Particulars in the Report of Board of Directors) Rules, 1988,
regarding conservation of energy, technology absorption and foreign
exchange earnings and outgo:
We firmly believe that technology is the genesis of innovative business
practices, which in turn enable the organisation to carry out business
effectively and efficiently. Even though the real estate development
industry is labour intensive, we believe that there is an increasing
need to mechanise the processes involved in order to minimise costs and
increase efficiency. We have invested in a mechanised and technological
construction capability in order to increase the scale of our
operations and the quality of our products. We have also implemented an
ERP package based on Oracle software to integrate our various
operations. We intend to continue this process of investments in
innovative techniques.
Energy: The Company is in the business of property development and does
not require large quantities of energy. However, wherever possible
energy saving efforts are made.
Foreign Exchange: Foreign exchange earned during the year is equivalent
to Rs.192.68 lakhs and the expenditure is equivalent to Rs.177.81 lakhs.
Corporate Governance
A separate section on Corporate Governance and a certificate from the
statutory auditors of the Company regarding the compliance of the
conditions of corporate governance as stipulated in Clause 49 of the
Listing Agreement entered into with the Stock Exchanges form a part of
this Annual Report.
Management Discussion and Analysis
A separate section on Management Discussion and Analysis as stipulated
under Clause 49 of the Listing Agreement entered into with the Stock
Exchanges forms a part of this Annual Report.
Employee Stock Options
On 1 July 2006, the Members of the Company approved the Puravankara
Projects Limited 2006 Employee Stock Option Scheme. The details of the
Scheme to be disclosed as per the
SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme)
Guidelines,1999 are provided under the Notes to the Financial
Statements.
Corporate Social Responsibility
A separate section on Corporate Social Responsibility forms a part of
this Annual Report.
Acknowledgements
Your Directors express their grateful appreciation for the assistance
and co- operation received from the financial institutions, banks,
government authorities, customers, vendors and shareholders during the
said financial year. Your Directors would also like to once again place
on record their appreciation to the employees at all levels, who
through their dedication, co-operation, support and smart work have
enabled the Company to move towards achieving its Corporate Objectives.
For and on behalf of
the Board of Directors
Ravi Puravankara
Chairman and Managing Director
8 May 2012
Bengaluru
Mar 31, 2011
Dear Members,
The Directors are pleased to present their report for the financial
yearended31 March 2011.
Financial Performance
For the year ended 31 March 2011 Puravankara Projects Limited recorded
a net profit of Rs838,641,997 as compared to the previous year's net
profit of Rs 1,365,579,980. A sum of Rs12,945,915 is proposed to be
appropriated towards the Debenture Redemption Reserve and Rs62,900,000
towards the General Reserve. Further, an amount of Rs591,525,496 is
proposed to be retained in the Profit and Loss Account.
Dividend
The Board of Directors has recommended the final dividend of Rs 1/- per
equity share on 213,424,335 Equity shares of Rs l/- each for the
financial year ended 31 March 2011, which if approved at the
forthcoming Annual General Meeting, will be paid to (i) all those
equity shareholders whose names appear in the register of members as on
16 September 2011 after considering all physical share certificates
lodged for transfer, and (ii) those whose names appear as beneficial
owners as per the information furnished by the Depositories, viz. the
National Securities Depositories Limited (NSDL) and the Central
Depository Services (India) Limited (CDSL) as on 16September2011.
Debentures
During the year your Company issued and allotted 150 Non-convertible
Debentures of Rs10,000,000 each aggregating Rs 1,500,000,000. The said
debentures have been listed on the Wholesale Debt Market of Bombay
Stock Exchange Limited (BSE).
Fixed Deposits
During the year your Company did not invite and accept any fixed
deposits from public and as such, there existed no outstanding
principal or interest as on the balance sheet date.
Directors
Mr. Anup S Shah and Mr. RVS Rao, Directors of the Company, liable to
retire by rotation in the ensuing Annual General Meeting and being
eligible for re-appointment offer themselves for re-appointment as
directors. Mr. Ravi Puravankara has been re-appointed as the Managing
Director of the Company for a period of 5 years with effect from 1
April 2011. Mr. Ashish
Puravankara has been re-appointed as Whole-time Director and designated
as the Joint Managing Director of the Company for a period of 5 years
with effect from 1 April 2011. Mr. Nani R. Choksey has been
re-appointed as Whole-time Director and designated as the Deputy
Managing Director of the Company for a period of 5 years with effect
from 1 April 2011. The said re-appointments are subject to the approval
of members of the Company in the ensuing Annual General Meeting.
Directors' Responsibility Statement
Pursuant to Section 217(2AA) of the Companies Act, 1956 your Directors
hereby confirm that:
i. in preparation of the annual accounts the applicable accounting
standards have been followed;
ii. 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 year ended 31 March 2011 and of the profit of the
Company for that period;
iii. the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities; and
iv. the annual accounts of the Company have been prepared on a
'goingconcern' basis.
Auditors
Walker, Chandiok & Co, Chartered Accountants, statutory auditors of the
Company hold office till the conclusion of the ensuing Annual General
Meeting and are eligible for re-appointment. The Company has received
from Walker, Chandiok & Co the consent letter to the effect that their
appointment, if made, would be within the prescribed limits under
Section 224( IB) of the Companies Act, 1956.
Subsidiaries
The Board of Directors in its meeting held on 13 May 2011, in
compliance with Circular No. 2 of 2011 dated 8 February 2011 issued by
the Ministry of Corporate Affairs (MCA), approved the presentation of
audited consolidated financial statements of Puravankara Projects
Limited (the "Company") with its subsidiaries, and further, consented
not to attach the Balance Sheet of the subsidiaries in the Annual
Report 2010-11 of the Company. Your Company has annexed to this report
(Page No.39) the information regarding each subsidiary pertaining to
capital, reserves, total assets, total liabilities, details of
investment, turnover, profit before taxation, provision for taxation,
profit after taxation/loss and proposed dividend.
Your Directors hereby inform you that the audited annual accounts and
related information of the subsidiaries will be available for
inspection at the Registered Office of the Company.
Personnel
As required under the provisions of Section 217(2A) of the Companies
Act, 1956 readwith the Companies (Particulars of Employees) Rules,
1975, the names and other particulars of the employees are set out in
the Annexure to this Report. However, having regard to the provisions
of Section 219(l)(b)(iv) of the Companies Act, 1956, the Annual Report
excluding the aforementioned information is being sent to all the
members of the Company and others entitled thereto. Any member
interested in obtaining such information may write to the Company
Secretary at the Registered Office of the Company.
Energy, Technology Absorption and Foreign Exchange
Information in accordance with the provisions of Section 217(l)(e) of
the Companies Act, 1956 read with Rule 2 of the Companies (Disclosure
of Particulars in the Report of Board of Directors) Rules, 1988,
regarding conservation of energy, technology absorption and foreign
exchange earnings and outgo:
We firmly believe that technology is the genesis of innovative business
practices, which in turn enable the organisation to carry out business
effectively and efficiently. Even though the real estate development
industry is labour intensive, we believe that there is an increasing
need to mechanise the processes involved in order to minimise costs and
increase efficiency. We have invested in a mechanised and technological
construction capability in order to increase the scale of our
operations and the quality of our products. We have also implemented an
ERP package based on Oracle software to integrate our various
operations. We intend to continue this process of investments in
innovative techniques.
Energy: The Company is in the business of property development and does
not require large quantities of energy. However, wherever possible
energy saving efforts are made.
Foreign Exchange: Foreign exchange earned during the year was
equivalent toRs 7,165,582 and the expenditure was equivalent to
Rs16,673,539.
Corporate Governance
A separate section on Corporate Governance and a certificate from the
statutory auditors of the Company regarding compliance of the
conditions of corporate governance as stipulated in Clause 49 of the
Listing Agreement entered into with the Stock Exchanges forms a part of
this Annual Report.
Management Discussion and Analysis
A separate section on Management Discussion and Analysis as stipulated
under Clause 49 of the Listing Agreement entered into with the Stock
Exchanges forms a part of this Annual Report.
Employee Stock Options
On 1 July 2006, the Members of the Company approved the Puravankara
Projects Limited 2006 Employee Stock Option Scheme. The details of the
Scheme to be disclosed as per the SEBI (Employee Stock Option Scheme
and Employee Stock Purchase Scheme) Guidelines, 1999 are provided under
the Notes to the Financial Statements.
Corporate Social Responsibility
A seperate section on Corporate Social Responsibility forms a part of
this Annual Report.
Acknowledgements
Your Directors express their grateful appreciation for the assistance
and co-operation received from the financial institutions, banks,
government authorities, customers, vendors and shareholders during the
said financial year. Your Directors would also like to once again place
on record their appreciation to the employees at all levels, who
through their dedication, co-operation, support and smart work have
enabled the Company to move towards achieving its Corporate Objectives.
For and on behalf of the Board of Directors
Bengaluru Ravi Puravankara
13 May 2011 Chairman and Managing Director
Mar 31, 2010
The Directors are pleased to present their report for the fnancial
year ended 31 March 2010.
Financial Performance
For the year ended 31 March 2010 Puravankara Projects Limited recorded
a net profit of Rs. 1,365,579,980 compared to previous yearÃs net
profit of Rs. 1,329,535,143. A sum of Rs. 61,883,477 is appropriated
towards the Debenture Redemption Reserve and Rs. 102,500,000 to the
General Reserve.
Dividend
The Board of Directors has recommended a dividend of Re. 1 per Equity
share on 213,424,335 Equity shares of Rs. 5/- each for the fnancial
year ended 31 March 2010, which if approved at the forth coming Annual
General Meeting, will be paid to (i) all those Equity shareholders
whose name appear in the register of members as on 25 June 2010 after
considering all physical share certifcates lodged for transfer, and
(ii) those whose names appear as benefcial owners as per the
information furnished by the NSDL and the CDSL as on 25 June 2010.
Directors
Mr. Pradeep Guha and Mr. RVS Rao, Directors of the Company, liable to
retire by rotation in the ensuing Annual General Meeting and being
eligible for re-appointment offer themselves for re-appointment as
directors.
Directorsà Responsibility Statement
Pursuant to Section 217(2AA) of the Companies Act, 1956, your Directors
hereby confrm that:
i. in preparation of the annual accounts the applicable accounting
standards have been followed;
ii. 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 year ended 31 March 2010 and of the profit of the
Company for that period;
iii. the Directors have taken proper and suffcient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956, for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities; and
iv. the annual accounts of the Company have been prepared on a Ãgoing
concernà basis.
Auditors
Walker, Chandiok & Co, Chartered Accountants, statutory auditors of the
Company hold offce till the conclusion of the ensuing Annual General
Meeting and are eligible for re-appointment. The Company has received
from Walker, Chandiok & Co a consent letter to the effect that their
appointment, if made, would be within the prescribed limits under
Section 224(1B) of the Companies Act, 1956.
Subsidiaries
Your Company has received the approval from the Ministry of Corporate
Affairs, Ministry of Finance, New Delhi, granting an exemption from
attaching the Audited Balance Sheet, profit and Loss Account, AuditorsÃ
Report and Directorsà Report of the subsidiaries to the Annual Report
of your Company, for the fnancial year 31 March 2010. Your Company has
annexed to this report the information regarding each subsidiary
pertaining to capital, reserves, total assets, total liabilities,
details of investment, turnover and profit/loss.
Your Directors hereby inform you that the annual accounts and related
information of the subsidiaries will be available for inspection at the
Registered Offce of the Company.
Personnel
As required under the provisions of Section 217(2A) of the Companies
Act, 1956, readwith the Companies (Particulars of Employees) Rules,
1975, the names and other particulars of the employees are set out in
the Annexure to this report.
Energy, Technology Absorption and Foreign Exchange
Information in accordance with the provisions of Section 217(1)(e) of
the Companies Act, 1956, readwith Rule 2 of the Companies (Disclosure
of Particulars in the Report of Board of Directors) Rules, 1988,
regarding conservation of energy, technology absorption and foreign
exchange earnings and outgo:
We frmly believe that technology is the genesis of innovative business
practices, which in turn enable the organisation to carry out business
effectively and effciently. Even though the real estate development
industry is labour intensive, we believe that there is an increasing
need to mechanise the processes involved in order to minimise costs and
increase effciency. We have invested in a mechanised and technological
construction capability in order to increase the scale of our
operations and the quality of our products. We have also implemented an
ERP package based on Oracle software to integrate our various
operations. We intend to continue this process of investments in
innovative techniques.
Energy: The Company is in the business of property development and does
not require large quantities of energy. However, wherever possible
energy saving efforts are made.
Foreign Exchange: Foreign exchange earned during the year is equivalent
to Rs. 8,867,307 and the expenditure is equivalent to Rs. 12,745,056.
Corporate Governance
A separate section on Corporate Governance and a certifcate from the
statutory auditors of the Company regarding compliance of the
conditions of corporate governance as stipulated in Clause 49 of the
Listing Agreement entered into with the Stock Exchanges form a part of
this Annual Report.
Management Discussion and Analysis
A separate section on Management Discussion and Analysis as stipulated
under Clause 49 of the Listing Agreement entered into with the Stock
Exchanges forms a part of this Annual Report.
Employee Stock Options
On 1 July 2006, the Members of the Company approved the Puravankara
Projects Limited 2006 Employee Stock Option Scheme. The details of the
Scheme to be disclosed as per the SEBI (Employee Stock Option Scheme
and Employee Stock Purchase Scheme) Guidelines, 1999, are provided
under the Notes to the Financial Statements.
Acknowledgements
Your Directors express their grateful appreciation for the assistance
and co-operation received from the fnancial institutions, banks,
government authorities, customers, vendors and shareholders during the
said fnancial year. Your Directors would also like to once again place
on record their appreciation to the employees at all levels, who
through their dedication, co-operation, support and smart work have
enabled the Company to move towards achieving its Corporate Objectives.
For and on behalf of the Board of Directors
Bangalore Ravi Puravankara
29 April 2010 Chairman and Managing Director
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