Oberoi Realty Ltd
Directors Reports
To
The Members, Oberoi Realty Limited
Your Directors have pleasure in presenting the Twenty Second Annual
Report of the Company on the business and operations of the Company, together with the
Audited Financial Statements for the year ended March 31, 2020.
Financial Results
The Company's performance during the financial year ended March
31, 2020 as compared to the previous financial year is summarized below: (` in Lakh)
| Particulars |
Consolidated |
Standalone |
|
2019-20 |
2018-19 |
2019-20 |
2018-19 |
| Revenue from operations |
2,23,763.29 |
2,58,249.93 |
61,966.20 |
1,02,865.55 |
| Other income |
4,835.22 |
7,884.68 |
12,419.52 |
12,972.43 |
| Total revenue |
2,28,598.51 |
2,66,134.61 |
74,385.72 |
1,15,837.98 |
| Expenses |
1,32,300.16 |
1,49,061.78 |
32,494.49 |
51,349.39 |
| Profit before share of profit of joint venture (net) |
96,298.35 |
1,17,072.83 |
41,891.23 |
64,488.59 |
| Share of Profit/(Loss) of joint ventures (net) |
590.88 |
689.60 |
- |
- |
| Profit before tax |
96,889.23 |
1,17,762.43 |
41,891.23 |
64,488.59 |
| Tax expenses |
27,956.21 |
36,069.08 |
10,406.89 |
19,118.40 |
| Other comprehensive income (net of tax) |
(14.02) |
62.92 |
(14.40) |
49.63 |
| Total comprehensive income for the year |
68,919.00 |
81,756.27 |
31,469.94 |
45,419.82 |
Nature OF business
The Company is primarily engaged in the activities of Real Estate
Development. 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 ` 2,28,598.51 lakh as compared to
` 2,66,134.61 lakh for the previous year, representing a decrease of
14.10%; profit before tax stood at ` 96,889.23 lakh for the year under review as compared
to ` 1,17,762.43 lakh for the previous year representing a decrease of 17.72%; and the
total comprehensive income stood at ` 68,919.00 lakh as compared to ` 81,756.27 lakh for
the previous year representing a decrease of 15.70%.
Standalone Financials
During the year under review, the total revenue stood at
` 74,385.72 lakh as compared to ` 1,15,837.98 lakh for the previous
year representing a decrease of 35.78%; profit before tax stood at ` 41,891.23 lakh for
the year under review as comparedto` 64,488.59lakhforthepreviousyearrepresenting a
decrease of 35.04%; and the total comprehensive income stood at ` 31,469.94 lakh as
compared to ` 45,419.82 lakh for the previous year representing a decrease of 30.71%.
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, 2020 is attached to
the financial statements hereto.
During the year under review, Evenstar Hotels Private Limited was
incorporated as a wholly owned subsidiary of Company. Save and except the same, no Company
has become or ceased as a subsidiary, associate, or joint venture of your Company during
the year under review.
Transfer TO reserves
It is not proposed to transfer any amount to reserves out of the
profits earned during FY 2019-20.
Dividend
With a view to conserve resources, the Directors do not recommend any
dividend for the year ended March 31, 2020 (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. Internal control systems are designed to ensure that all
assets and resources are acquired economically, used efficiently and adequately protected.
Disclosure OF orders Passed BY regulators OR courts OR tribunal
No significant and material orders have been passed by any Regulator or
Court or Tribunal which can have impact on the going concern status and the Company's
operations in future.
Particulars OF contracts OR arrangements with related parties
All the transactions/contracts/arrangements of the nature as specified
in Section 188(1) of the Companies Act, 2013 entered by the Company during the year under
review with related party(ies) are in ordinary course of business and on arm's
length. Further none of such transactions/contracts/ arrangements are material (i.e.,
satisfying the criteria provided in first provisio of section 188(1) of the Companies Act,
2013) in nature. Hence, no particulars in form AOC-2 are furnished. Kindly refer the
financial statements for the transactions with related parties entered during the year
under review.
Particulars OF loans, guarantees, investments under section 186
Kindly refer the financial statements for the loans, guarantees and
investments given/made by the Company as on March 31, 2020.
Utilization OF balance proceeds OF qualified institutions placement OF
equity shares
Your Company undertook a qualified institutions placement (QIP) of its
equity shares in the month of June 2018. The balance unutilized issue proceeds as on March
31, 2019 amounting to ` 56,882.16 lakh were fully utilized towards the objects of the
issue during the year under review. Kindly refer the report on corporate governance for
the utilization of the said QIP proceeds. Disclosure relating TO equity shares with
differential rights
The Company has not issued any equity shares with differential rights
during the year under review and hence no information as per provisions of Rule 4(4) of
the Companies (Share Capital and Debenture) Rules, 2014 is furnished.
Disclosure relating TO sweat equity shares
The Company has not issued any sweat equity shares during the year
under review and hence no information as per provisions of Rule 8(13) of the Companies
(Share Capital and Debenture) Rules, 2014 is furnished.
Disclosure relating TO employee stock option scheme and employee stock
purchase scheme
During the year under review there were no instances of grant, vest,
exercise, or lapse/cancellation of employee stock options under the Employee Stock Option
Scheme of the Company. Also, as at the beginning of the year, there were no outstanding
options granted. Hence, no disclosures in terms of Companies (Share Capital and Debenture)
Rules, 2014 and SEBI (Employee Share Based Employee Benefits) Regulations, 2014 are
required.
Disclosures in respect OF voting rights not directly exercised BY
employees
There are no shares held by trustees for the benefit of employees and
hence no disclosure under Rule 16(4) of the Companies (Share Capital and Debentures)
Rules, 2014 has been furnished.
Matters related TO directors and key managerial personnel
Board of directors and Key Managerial Personnel
During the year under review, the Board of Directors at its meeting
held on May 10, 2019, and the shareholders at the
Annual General Meeting held on August 23, 2019 approved the
reappointments of Mr. Vikas Oberoi as the Managing Director of the Company for a period of
5 years commencing from December 4, 2019 till December 3, 2024; and that of Mr. Saumil
Daru as Director – Finance of the Company for a period of 5 years commencing from May
10, 2019 till May 9, 2024.
Also, during the year under review, the Directors of the Company
appointed Ms. Tina Trikha as an Independent Director w.e.f. April 12, 2019, and the
shareholders at the Annual General Meeting held on August 23, 2019 approved her
appointment as an Independent Director of the Company, for the 5 year term ending on April
11, 2024.
During the year under review, the Board of Directors at its meeting
held on July 24, 2019 considered, and the shareholders at their Annual General Meeting
held on August 23, 2019 approved the appointments of Mr. T.P. Ostwal, Mr. Venkatesh
Mysore, and Mr. Karamjit Singh Kalsi for the second consecutive term of 5 years as
Independent Directors i.e. From August 27, 2019 to August 26, 2024, from August 27, 2019
to August 26, 2024, and from July 1, 2020 to June 30, 2025 respectively.
Also, Mr. Anil Harish, an Independent Director, resigned from the
Directorship of the Company w.e.f. July 24, 2019.
Save and except the above, there were no changes in the composition of
Board of Directors and the Key Managerial Personnel during the year under review.
Mr. Vikas Oberoi is liable to retire by rotation at the 22nd Annual
General Meeting in terms of Section 152 read with Section 149(13) of the Companies Act,
2013, and the said Director has offered himself for reappointment. The resolution for his
reappointment is incorporated in the Notice of the ensuing Annual General Meeting, and the
brief profile and other information as required under Regulation 36(3) of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 (“Listing
Regulations”) relating to him forms part of the Notice of ensuing Annual General
Meeting.
Declarations by independent directors
Pursuant to the provisions of sub-section (7) of Section 149 of the
Companies Act, 2013, the Company has received individual declarations from all the
Independent Directors confirming that they fulfill the criteria of independence as
specified in Section 149(6) of the Companies Act, 2013. In the opinion of the Board, each
of the Independent Director appointed during the year under review possess requisite
integrity, expertise, and experience for acting as an Independent Director of the Company.
In view of the available time limit, those Independent Directors who
are required to undertake the online proficiency self-assessment test as contemplated
under Rule 6(4) of the Companies (Appointment and Qualification of Directors) Rules, 2014,
are yet to undertake such test.
Disclosures related to board, committees and policies board meetings
The Board of Directors met 4 times during the financial year ended
March 31, 2020 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 February 7, 2020, 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, 2020, the
Board of Directors hereby confirms that:
(a) in the preparation of the annual accounts, the applicable
accounting standards had been followed along with proper explanations relating to material
departures, wherever applicable;
(b) such accounting policies have been selected and applied
consistently and the Directors made judgements and estimates that are reasonable and
prudent so as to give a true and fair view of the state of affairs of the Company as at
March 31, 2020 and of the profits of the Company for the year ended on that date;
(c) proper and sufficient care was taken for the maintenance of
adequate accounting records in accordance with the provisions of the Companies Act, 2013
for safeguarding the assets of the Company and for preventing and detecting fraud and
other irregularities;
(d) the annual accounts of the Company have been prepared on a
going concern basis;
(e) internal financial controls have been laid down to be followed
by the Company and that such internal financial controls are adequate and were operating
effectively;
(f) proper systems have been devised to ensure compliance with the
provisions of all applicable laws and that such systems were adequate and operating
effectively.
Nomination and Remuneration Committee
A Nomination and Remuneration Committee is in existence in accordance
with the provisions of sub-section (1) of Section 178 of the Companies Act, 2013. Kindly
refer section on Corporate Governance, under head ‘Nomination, Remuneration,
Compensation and Management Development Committee' for matters relating to
constitution, meetings, functions of the Committee; and the remuneration policy formulated
by this Committee.
Audit Committee
An Audit Committee is in existence in accordance with the provisions of
Section 177 of the Companies Act, 2013. Kindly refer section on Corporate Governance,
under head ‘Audit Committee' for matters relating to constitution, meetings and
functions of this Committee.
Corporate social Responsibility Committee
As per the provisions of Section 135 of the Companies Act, 2013, a
Corporate Social Responsibility (CSR) Committee constituted by the Board of Directors
exists.
For details of the composition of the Committee, the CSR policy and
other relevant details that are required to be disclosed under the provisions of Section
134(3)(o) of the Companies Act, 2013 and the Companies (Corporate Social Responsibility
Policy) Rules, 2014, kindly refer annexure i 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 Company at
https://www.oberoirealty.com/pdf/Whistle_ Blower_Policy.pdf
Fraud Reporting
During the year under review, no instances of fraud were reported by
the 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. During
the year under review the evaluation of every Director, every Committee, and the Board had
been carried out.
Particulars of employees and Remuneration
The information as required under the provisions of Section 197(12) of
the Companies Act, 2013 and Rule 5 of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, are set out in annexure ii attached herewith and
which forms part of this report.
Payment of remuneration/commission to executive directors from holding
or subsidiary companies:
None of the Managing Director, and the Whole Time Director of the
Company are in receipt of remuneration/commission from any subsidiary company of the
Company. The Company has no holding company.
Auditors and their reports
The matters related to Auditors and their Reports are as under:
Observation of statutory auditors on statements for the year ended
March 31, 2020:
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, 2020:
As required under provisions of Section 204 of the Companies Act, 2013
and pursuant to Regulation 24A of Listing Regulations, the reports in respect of the
Secretarial Audit for FY 2019-20 carried out by M/s. Rathi and Associates, Company
Secretaries, in Form MR-3 forms part to this report. The report in Form MR-3 does not
contain any adverse observation or qualification or modified opinion requiring explanation
or comments from the Board under Section 134(3) of the Companies Act, 2013.
Statutory auditors appointment:
Pursuant to the provisions of Section 139 of Companies Act, 2013 read
with the Companies (Audit and Auditors) Rules, 2014, as amended, S R B C & Co LLP,
Chartered Accountants, the Statutory Auditors of the Company, hold office upto the
conclusion of 24th Annual General Meeting.
Though not mandatory, as a good governance practice, a business for the
ratification of the appointment of the said Statutory Auditors has been included in the
notice of 22nd Annual General Meeting.
Cost auditors:
In respect of FY 2019-20, your Company is required to maintain cost
records as specified by the Central Government under section 148(1) of the Companies Act,
2013 for the Construction industry, and accordingly such accounts and records are made and
maintained by your Company.
The said cost accounts and records are also required to be audited
pursuant to the provisions of Section 148 of the Companies Act, 2013, read with
notifications/circulars issued by the Ministry of Corporate Affairs from time to time, and
accordingly as per the recommendation of the Audit Committee, the Board of Directors at
its meeting held on May 10, 2019, appointed M/s. Kishore Bhatia & Associates, Cost
Accountants, as the Cost Auditors of the Company for FY 2019-20.
In respect of FY 2020-21, 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:
annual Return:
Pursuant to the provisions of Section 134(3)(a) of the Companies Act,
2013, the Annual Return for the financial year ended March 31, 2020 is available on the
website of the Company at www.oberoirealty.com, under the section ‘Investor
Corner', ‘Notices/Others'.
The extract of the Annual Return for the financial year ended March 31,
2020 made under the provisions of Section 92(3) of the Act is attached as annexure iii
hereto and 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)
| Particulars |
2019-20 |
2018-19 |
| Materials |
6.88 |
54.60 |
| Capital Goods |
173.65 |
63.17 |
Expenditure in Foreign currency (on payment basis)
| Particulars |
2019-20 |
2018-19 |
| Foreign Travel |
275.72 |
23.16 |
| Professional Fees |
1,013.94 |
635.11 |
| Others |
1,174.09 |
1,205.13 |
Earnings in Foreign Currency (on receipts basis)
| Particulars |
2019-20 |
2018-19 |
| Sale of residential units |
- |
2.53 |
| Hospitality services |
5,297.19 |
5,970.56 |
Compliance with secretarial standards
The Company is in compliance with the mandatory Secretarial Standards.
Unclaimed and Unpaid dividends, and transfer of shares to iepf
Kindly refer section on Corporate Governance, under head
‘Unclaimed and Unpaid Dividends, and transfer of Shares of IEPF' for the amounts
of unclaimed and unpaid dividends lying with the Company.
Members who have not yet received/claimed their dividend entitlements
are requested to contact the Company or the Registrar and Transfer Agents of the Company.
Pursuant to Section 124 of the Companies Act, 2013 read with the
Investor Education Protection Fund Authority (Accounting, Audit, Transfer and Refund)
Rules, 2016 (“Rules”), all dividends remaining unpaid or unclaimed for a period
of 7 years and also the shares in respect of which the dividend has not been claimed by
the shareholders for 7 consecutive years or more are required to be transferred to
Investor Education Protection Fund in accordance with the procedure prescribed in the
Rules. Accordingly, during FY 2019-20, the Company has transferred to IEPF the unclaimed
and unpaid dividend pertaining to FY 2011-12 of ` 21,198. Further, during FY
2019-20,146 shares were transferred to IEPF authority as dividend in respect of those
shares had not been claimed by the shareholders for 7 consecutive years. The details of
the shares so transferred are available on the website of Company.
Members can claim from IEPF their dividend entitlements and/or shares
transferred to IEPF by following the required procedure.
Service of documents through electronic means
Subject to the applicable provisions of the Companies Act, 2013, 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.
Internal Complaint Committee
The Company has complied with the provisions relating to the
constitution of Internal Complaint Committee (“ICC'') as required under The
Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013
[14 of 2013].
Separate ICC exists for the real estate division as well as the
hospitality division ‘Westin Mumbai Garden City' (“WMGC”). The Company
is strongly opposed to sexual harassment and employees are made aware about the
consequences of such acts and about the constitution of ICC.
Neither were any complaints filed during FY 2019-20 under the
provisions of the said Act, nor were any complaints outstanding as at the beginning of the
year under review at the real estate division of the Company. During the year under
review, 1 complaint was filed with the ICC of WMGC under the provisions of the said Act,
which was disposed off during the year under review. No complaints were outstanding as at
the beginning and end of the year under review.
Corporate Governance
The report on Corporate Governance and also the report of the Statutory
Auditors regarding compliance with the conditions of Corporate Governance have been
furnished in the Annual Report and forms a part of the Annual Report.
Management discussion and analysis Report
The Management Discussion and Analysis report has been separately
furnished in the Annual Report and forms a part of the Annual Report.
Business Responsibility Reporting
In compliance with the Regulation 34(2)(f) of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 read with SEBI circular dated
December 27, 2015, the Business Responsibility Report for the financial year ended March
31, 2020 has been separately furnished in the Annual Report and forms a part of the Annual
Report.
Dividend distribution Policy
In compliance with the Regulation 43A of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015, the Dividend Distribution Policy
formulated by the Company is available on the website of the Company https://www.
Oberoirealty.com/pdf/Dividend-Distribution-Policy.pdf
acknowledgements and appreciation:
Your Directors take this opportunity to thank the employees, customers,
suppliers, bankers, business partners/associates, financial institutions and various
regulatory authorities for their consistent support/encouragement to the Company.
Your Directors would also like to thank the Members for reposing their
confidence and faith in the Company and its Management.
For and on behalf of the Board of directors
| Vikas Oberoi |
| Chairman & Managing Director |
| DIN: 00011701 |
| Mumbai, July 14, 2020 |
| 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 |