Oberoi Realty Ltd
Directors Reports
To
The Members, Oberoi Realty Limited
Your Directors have pleasure in presenting the Nineteenth Annual Report of the Company
on the business and operations of the Company, together with the Audited Financial
Statement for the year ended March 31, 2017.
Financial Results
The Company's performance during the financial year ended March 31, 2017 as compared to
the previous financial year is summarized below: ( ` in Lakh)
| Particulars |
Consolidated |
Standalone |
|
2016-17 |
2015-16 |
2016-17 |
2015-16 |
| Revenue from operations |
1,11,374.39 |
1,41,614.71 |
89,071.20 |
1,18,352.69 |
| Other income |
4,729.80 |
4,276.70 |
5,837.01 |
16,561.47 |
| Total revenue |
1,16,104.19 |
1,45,891.41 |
94,908.21 |
1,34,914.16 |
| Expenses |
59,874.50 |
79,567.13 |
47,295.00 |
66,842.35 |
| Profit before tax |
56,229.69 |
66,324.28 |
47,613.21 |
68,071.81 |
| Tax expenses |
18,684.86 |
22,928.18 |
15,548.24 |
18,313.57 |
| Share of Profit / (loss) of associates / joint ventures (net) |
313.93 |
159.50 |
- |
- |
| Profit after tax |
37,858.76 |
43,555.60 |
32,064.97 |
49,758.24 |
| Other comprehensive income/ (expenses) |
22.48 |
(28.05) |
20.52 |
(7.54) |
| Total Comprehensive Income for the year |
37,881.24 |
43,527.55 |
32,085.49 |
49,750.70 |
The above is an extract from the financial statements prepared in accordance with the
Indian Accounting Standards as notified under section 133 of the Companies Act, 2013 read
with Rule 3 of the Companies (Indian Accounting Standards) Rules, 2015 by the Ministry of
Corporate Affairs, as amended by the Companies (Indian Accounting Standards) Rules, 2016.
Nature of Business
The Company is engaged in the activities of Real Estate Development and Hospitality. On
the real estate development front, the Company develops residential, commercial, retail
and social infrastructure projects. There was no change in nature of the business of the
Company, during the year under review.
Financial Performance
Consolidated financials
During the year under review, your Company's consolidated total revenue stood at `
1,16,104.19 Lakh as compared to
` 1,45,891.41 Lakh for the previous year, representing a decrease of 20.42%; profit
before tax stood at ` 56,229.69 Lakh for the year under review as compared to ` 66,324.28
Lakh for the previous year representing a decrease of 15.22%; and the total comprehensive
income stood at ` 37,881.24 Lakh as compared to ` 43,527.55 Lakh for the previous year
representing a decrease of 12.97%.
Standalone financials
During the year under review, the total revenue stood at ` 94,908.21 Lakh as compared
to ` 1,34,914.16 Lakh for the previous year representing a decrease of 29.65%; profit
before tax stood at ` 47,613.21 Lakh for the year under review as compared to ` 68,071.81
Lakh for the previous year representing a decrease of 30.05%; and the total comprehensive
income stood at ` 32,085.49 Lakh as compared to ` 49,750.70 Lakh for the previous year
representing a decrease of 35.51%.
Report on performance and financial position of subsidiaries, associates and joint
venture companies
The performance and financial position of each of the subsidiaries, associates and
joint venture companies for the year ended March 31, 2017 is attached to the financial
statements hereto.
No company has become or ceased as subsidiary, associate and joint venture, during the
year under review.
Transfer to Reserves
It is not proposed to transfer any amount to reserves out of the profits earned during
FY 2016-17.
Dividend
Despite macro-economic headwinds, sluggish industry volume numbers and increased costs,
there is an overall improvement in business/ investment sentiment, and taking into
consideration the stable performance of your Company and in recognition of the trust in
the management by the members of the Company, the Directors are pleased to recommend a
dividend at the rate of ` 2 per equity share, i.e. 20% of the paid up Equity Share Capital
for the year ended March 31, 2017 (previous year:
` 2 per Equity Share, (i.e. 20%) of the paid up Equity Share Capital).
Deposits
During the year under review, your Company neither accepted any deposits nor there were
any amounts outstanding at the beginning of the year which were classified as
‘Deposits' in terms of Section 73 of the Companies Act, 2013 read with the Companies
(Acceptance of Deposit) Rules, 2014 and hence, the requirement for furnishing of details
of deposits which are not in compliance with the Chapter V of the Companies Act, 2013 is
not applicable.
Disclosures under Section 134(3)(l) of the Companies Act, 2013
Except as disclosed elsewhere in this report, no material changes and commitments which
could affect the Company's financial position, have occurred between the end of the
financial year of the Company and date of this report.
Internal Financial Controls
The Internal Financial Controls with reference to financial statements as designed and
implemented by the Company are adequate. During the year under review, no material or
serious observation has been received from the Statutory Auditors and the Internal
Auditors of the Company on the inefficiency or inadequacy of such controls.
Internal Control Systems
Adequate internal control systems commensurate with the nature of the company's
business and size and complexity of its operations are in place and have been operating
satisfactorily. Internal control systems comprising of policies and procedures are
designed to ensure reliability of financial reporting, timely feedback on achievement of
operational and strategic goals, compliance with policies, procedure, applicable laws and
regulations and that all assets and resources are acquired economically, used efficiently
and adequately protected.
Disclosure of orders passed by regulators or courts or tribunal
No significant and material orders have been passed by any Regulator or Court or
Tribunal which can have impact on the going concern status and the Company's operations in
future.
Particulars of contracts or arrangements with related parties
All the transactions/contracts/arrangements of the nature as specified in Section
188(1) of the Companies Act, 2013 entered by the Company during the year under review with
related party(ies) are in ordinary course of business and on arm's length. Further none of
such transactions/contracts/arrangements are material (i.e., satisfying the criteria
provided in first provisio of section 188(1) of the Companies Act, 2013) in nature. Hence,
no particulars in form AOC-2 are furnished.
Particulars of loans, guarantees, investments under Section 186
The particulars of loans, guarantees and investments given/ made during the financial
year under review and governed by the provisions of Section 186 of the Companies Act, 2013
has been furnished in Annexure I attached herewith and forms part of this report.
Disclosure relating to equity shares with differential rights
The Company has not issued any equity shares with differential rights during the year
under review and hence no information as per provisions of Rule 4(4) of the Companies
(Share Capital and Debenture) Rules, 2014 is furnished.
Disclosure relating to sweat equity shares
The Company has not issued any sweat equity shares during the year under review and
hence no information as per provisions of Rule 8(13) of the Companies (Share Capital and
Debenture) Rules, 2014 is furnished.
Disclosure relating to Employee Stock Option Scheme and Employee Stock Purchase Scheme
During the year under review, the unexercised portion of employee stock options vested
in Option Grantees on May 4, 2013 expired on May 4, 2016 for non-exercise within the
Exercise Period. Further, during the year under review, certain Option Grantees have
exercised 2,31,581 options vested in them.
In compliance with the provisions of Rule 12(9) of the Companies (Share Capital and
Debenture) Rules, 2014 and SEBI (Employee Share Based Employee Benefits) Regulations,
2014, the details of Employee Stock Option Scheme as on March 31, 2017 are furnished in Annexure
II attached herewith and forms part of this report.
Disclosures in respect of voting rights not directly exercised by employees
There are no shares held by trustees for the benefit of employees and hence no
disclosure under Rule 16(4) of the Companies (Share Capital and Debentures) Rules, 2014
has been furnished.
Matters related to Directors and Key Managerial personnel
Board of Directors and Key Managerial Personnel
There was no change in the composition of Board of Directors and the Key Managerial
Personnel during the year under review.
Declarations by Independent Directors
Pursuant to the provisions of sub-section (7) of Section 149 of the Companies Act,
2013, the Company has received individual declarations from all the Independent Directors
confirming that they fulfill the criteria of independence as specified in Section 149(6)
of the Companies Act, 2013.
Disclosures related to Board, Committees and Policies
Board Meetings
The Board of Directors met 5 times during the financial year ended March 31, 2017 in
accordance with the provisions of the Companies Act, 2013 and rules made there under. All
the Directors actively participated in the meetings and provided their valuable inputs on
the matters brought before the Board of Directors from time to time. Additionally, on
December 23, 2016, the Independent Directors held a separate meeting in compliance with
the requirements of Schedule IV of the Companies Act, 2013 and the provisions of SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015.
Director's Responsibility Statement
In terms of Section 134(5) of the Companies Act, 2013, in relation to the audited
financial statements of the Company for the year ended March 31, 2017, the Board of
Directors hereby confirms that:
a. in the preparation of the annual accounts, the applicable accounting standards had
been followed along with proper explanations relating to material departures, wherever
applicable;
b. such accounting policies have been selected and applied consistently and the
Directors made judgments and estimates that are reasonable and prudent so as to give a
true and fair view of the state of affairs of the Company as at March 31, 2017 and of the
profits of the Company for the year ended on that date;
c. proper and sufficient care was taken for the maintenance of adequate accounting
records in accordance with the provisions of the Companies Act, 2013 for safeguarding the
assets of the Company and for preventing and detecting fraud and other irregularities;
d. the annual accounts of the Company have been prepared on a going concern basis;
e. internal financial controls have been laid down to be followed by the Company and
that such internal financial controls are adequate and were operating effectively;
f. proper systems have been devised to ensure compliance with the provisions of all
applicable laws and that such systems were adequate and operating effectively.
Nomination and Remuneration Committee
A Nomination and Remuneration Committee is in existence in accordance with the
provisions of sub-section (1) of Section 178 of the Companies Act, 2013. Kindly refer
section on Corporate Governance, under head ‘Nomination, Remuneration, Compensation
and Management Development Committee' for matters relating to constitution, meetings,
functions of the Committee and the remuneration policy formulated by this Committee.
Audit Committee
An Audit Committee is in existence in accordance with the provisions of Section 177 of
the Companies Act, 2013. Kindly refer section on Corporate Governance, under head
‘Audit Committee' for matters relating to constitution, meetings and functions of the
Committee.
Corporate Social Responsibility Committee
As per the provisions of Section 135 of the Companies Act, 2013, a Corporate Social
Responsibility (CSR) Committee constituted by the Board of Directors exists.
For details of the composition of the Committee, the CSR policy and other relevant
details that are required to be disclosed under the provisions of Section 134(3)(o) of the
Companies Act, 2013 and the Companies (Corporate Social Responsibility Policy) Rules,
2014, kindly refer Annexure III attached herewith and which forms part of this
report.
Other Board Committees
For details of other board committees, kindly refer the section on Corporate
Governance.
Vigil Mechanism for the Directors and Employees
In compliance with the provisions of Section 177(9) of the Companies Act, 2013, the
Board of Directors of the Company has framed the "Whistle Blower Policy" as the
vigil mechanism for Directors and employees of the Company.
The Whistle Blower Policy is disclosed on the website of the Company at
http://www.oberoirealty.com/pdf/Whistle_Blower_Policy.pdf
Fraud Reporting
During the year under review, no instances of fraud were reported by the Statutory
Auditors of the Company.
Risk Management Policy
The Board of Directors of the Company has put in place a Risk Management Policy which
aims at enhancing shareholders' value and providing an optimum risk-reward tradeoff. The
risk management approach is based on a clear understanding of the variety of risks that
the organization faces, disciplined risk monitoring and measurement and continuous risk
assessment and mitigation measures.
Annual Evaluation of Directors, Committee and Board
The Nomination and Remuneration Committee of the Board has formulated a Performance
Evaluation Framework, under which the Committee has identified criteria upon which every
Director, every Committee and the Board as a whole shall be evaluated.
Particulars of Employees and Remuneration
The information as required under the provisions of Section 197(12) of the Companies
Act, 2013 and Rule 5 of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, are set out in Annexure IV attached herewith and which
forms part of this report.
Payment of remuneration / commission to Managerial personnel from holding or subsidiary
companies:
None of the managerial personnel i.e. the Managing Director and the Whole Time Director
of the Company are in receipt of remuneration/commission from the holding or subsidiary
company of the Company.
Auditiors and their reports
The matters related to Auditors and their Reports are as under:
Observations of statutory auditors on financial statements for the year ended March 31,
2017:
The auditor's report does not contain any qualification, reservation or adverse remark
or disclaimer or modified opinion.
Secretarial Audit report for the year ended March 31, 2017:
As required under provisions of Section 204 of the Companies Act, 2013, the report in
respect of the Secretarial Audit carried out by M/s. Rathi and Associates, Company
Secretaries in Form MR-3 for the FY 2016-17 forms part to this report. The said report
does not contain any adverse observation or qualification or modified opinion requiring
explanation or comments from the Board under Section 134(3) of the Companies Act, 2013.
Statutory Auditors appointment:
In terms of provisions of Section 139 of Companies Act, 2013 read with the Companies
(Audit and Auditors) Rules, 2014, as amended, M/s. P. Raj & Co., Chartered
Accountants, the existing Statutory Auditors shall vacate their office on the conclusion
of ensuing Nineteenth Annual General Meeting. The Audit Committee and the Board of
Directors has recommended to the members of the Company, the appointment of S R B C &
Co LLP, Chartered Accountants, as the next auditors, and if approved by the members S R B
C & Co LLP shall hold office from the conclusion of Nineteenth (19th) Annual General
Meeting till the conclusion of the Twenty Fourth (24th) Annual General Meeting subject to
ratification of such appointment by members at every AGM in accordance with the provisions
of said Section.
Necessary resolution for appointment of the said S R B C & Co LLP as auditors of
the company is included in the Notice of Annual General Meeting for seeking approval of
members.
Cost Auditors:
Pursuant to the provisions of Section 148 of the Companies Act, 2013, read with
notifications/ circulars issued by the Ministry of Corporate Affairs from time to time and
as per the recommendation of the Audit Committee, the Board of Directors at their meeting
dated April 29, 2016, appointed M/s. Kishore Bhatia & Associates, Cost Accountants, as
the Cost Auditors of the Company for FY2016-17. The Cost Audit Report for FY2016-17 will
be filed within the period stipulated under the Companies Act, 2013.
In respect of FY2017-18, the Board based on the recommendation of the Audit Committee
has approved the appointment of M/s. Kishore Bhatia & Associates, Cost Accountants as
the cost auditors of the Company. A resolution for ratification of the remuneration to be
paid for such appointment is included in the notice of the ensuing Annual General Meeting.
Other Disclosures
Other disclosures as per provisions of Section 134 of the Act read with Companies
(Accounts) Rules, 2014 are furnished as under:
Extract of Annual Return:
Pursuant to the provisions of Section 134(3)(a) of the Companies Act, 2013, Extract of
the Annual Return for the financial year ended March 31, 2017 made under the provisions of
Section 92(3) of the Act is attached as Annexure V attached herewith and which
forms part of this Report.
Conservation of energy, technology absorption and foreign exchange earnings and outgo:
The particulars as required under the provisions of Section 134(3) (m) of the Companies
Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 in respect of
conservation of energy and technology absorption have not been furnished considering the
nature of activities undertaken by the Company during the year under review.
The details of foreign exchange earnings and outgo during the year under review is as
under:
Value of Imports (on C. I. F. Basis)
( ` in Lakh)
| Particulars |
2016-17 |
2015-16 |
| Materials |
1,360.46 |
809.70 |
| Capital Goods |
6.64 |
219.11 |
Expenditure in Foreign currency (on payment basis)
| Particulars |
2016-17 |
2015-16 |
| Foreign Travel |
2.40 |
9.94 |
| Professional Fees |
179.43 |
422.29 |
| Others |
1,148.17 |
990.59 |
Earnings in Foreign Currency (on receipts basis)
| Particulars |
2016-17 |
2015-16 |
| Sale of residential units |
88.12 |
274.73 |
| Hospitality services |
5,656.71 |
5,660.44 |
Unclaimed Shares
Out of the Equity Shares allotted to the successful applicants in the IPO concluded in
the month of October 2010, 200 unclaimed Equity Shares are pending for credit to the demat
accounts of the respective allottees, which shares stands transferred to the unclaimed
shares demat suspense account in accordance with the requirements of (erstwhile) Listing
Agreement and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
The requisite disclosures under SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 in respect of the unclaimed shares are as under:
| Particulars |
No. of shareholders |
No. of shares |
| Aggregate number of shareholders and the outstanding shares in the suspense account
lying at the beginning of the year |
2 |
200 |
| Number of shares transferred to the suspense account during the year |
Nil |
Nil |
| Number of shareholders who approached the Company for transfer of shares from suspense
account during the year |
Nil |
Nil |
| Number of shareholders to whom shares were transferred from suspense account during
the year |
Nil |
Nil |
| Aggregate number of shareholders and the outstanding shares in the suspense account
lying at the end of the year |
2 |
200 |
The voting rights in respect of the above 200 equity shares are frozen. No corporate
benefits in the nature of bonus, split, rights had accrued on the aforesaid 200 equity
shares.
Unclaimed and Unpaid Dividends
As on March 31, 2017, amounts of ` 15,099, ` 18,640, ` 38,836, ` 39,654, ` 56,486 and `
44,618 are lying in the unpaid equity dividend account of the Company in respect of the
dividends for FY 2010-11, FY 2011-12, FY 2012-13, FY 2013-14, FY 2014-15 and FY 2015-16
respectively. Members who have not yet received/ claimed their dividend entitlements are
requested to contact the Company or the Registrar and Transfer Agents of the Company.
Service of documents through electronic means
Subject to the applicable provisions of the Companies Act, 2013, all documents,
including the Notice and Annual Report shall be sent through electronic transmission in
respect of members whose email IDs are registered in their demat account or are otherwise
provided by the members. A member shall be entitled to request for physical copy of any
such documents.
Internal Complaint Committee
The Internal Complaint Committee (‘'ICC'') of the Company as required under The
Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013
exists for the real estate division as well as the hospitality division ‘Westin
Mumbai Garden City' ("WMGC"). The Company is strongly opposed to sexual
harassment and employees are made aware about the consequences of such acts and about the
constitution of ICC.
During the year under review, 4 complaints were filed with the ICC of WMGC under the
provisions of the said Act, of which one was pending disposal at the end of year, which
however stands disposed of as on date this report.
Corporate Governance
The report on Corporate Governance and the certificate from the Statutory Auditors
regarding compliance with the conditions of Corporate Governance have been furnished in
the Annual Report and forms a part of the Annual Report.
Management Discussion and Analysis Report
The Management Discussion and Analysis report has been separately furnished in the
Annual Report and forms a part of the Annual Report.
Business Responsibility Report
In compliance with the Regulation 34(2)(f) of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 read with SEBI circular dated December 27,
2015, the Business Responsibility Report for the financial year ended March 31, 2017 has
been separately furnished in the Annual Report and forms a part of the Annual Report.
Dividend Distribution Policy
In compliance with the Regulation 43A of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Dividend Distribution Policy formulated by the
Company is available on the website of the Company www.oberoirealty.com.
Acknowledgements and Appreciation:
Your Directors take this opportunity to thank the employees, customers, suppliers,
bankers, business partners/associates, financial institutions and various regulatory
authorities for their consistent support/ encouragement to the Company.
Your Directors would also like to thank the Members for reposing their confidence and
faith in the Company and its Management.
| For and on behalf of the Board |
| Vikas Oberoi |
| Chairman & Managing Director |
| DIN: 00011701 |
| Mumbai, May 4, 2017 |
| Registered Office |
| Oberoi Realty Limited |
| Commerz, 3rd Floor, |
| International Business Park, Oberoi Garden City, |
| Off Western Express Highway, Goregaon (East), |
| Mumbai 400 063 |
| CIN: L45200MH1998PLC114818 |
| Telephone No.: (022) 6677 3333 |
| Fax No.: (022) 6677 3334 |
| Mail : cs@oberoirealty.com |
| Website: www.oberoirealty.com |