Keystone Realtors Ltd
Directors Reports
To,
The Members of,
Keystone Realtors Limited
Your Directors have pleasure in presenting their 28th Annual Report on
the business and operations together with the Audited Financial Statements (Standalone and
Consolidated) of Keystone Realtors Limited (“the Company”/“your
Company”) for the Financial Year (FY) ended March 31, 2023.
1. RESULT OF OPERATION OF COMPANY:
a. Performance of the Company on consolidated basis for the FY 2023:
| Particulars |
in Lakhs/area in Sq. Ft |
| Area Sold |
10.35 Lakhs Sq. Ft |
| Pre-sales Value |
160,440 |
| Total Collections |
186,209 |
| Area Completed |
6.19 Lakhs Sq. Ft |
| Total Revenue |
68,566 |
| EBITDA |
14,308 |
b. Financial Summary on standalone basis for FY 2023:
The key highlights of the Standalone financial results for the year
ended March 31, 2023 and the corresponding figures for the last year are as under:
( in Lakhs)
| Standalone Results |
FY22-23 |
FY21-22 |
| Revenue from Operations |
32,806 |
85,136 |
| Other Income |
8,283 |
7,471 |
| Total Income |
41,089 |
92,607 |
| Total Expenses |
26,492 |
76,999 |
| EBITDA* |
15,976 |
18,411 |
| Profit before tax |
14,597 |
15,608 |
| Profit after tax |
10,923 |
12,006 |
| PBT %# |
35.50% |
17% |
| EBITDA % |
39% |
20% |
* EBITDA include Other income #On Total Income
Review of Standalone Operations of the Company:
The performance of your Company for FY 2022-23 on standalone basis is
as under:
1. During the year under review, the Company's total revenue from
operations stands 32,806 Lakhs and other income is 8,283 Lakhs.
2. During the year under review, the Company's total expenditure was
26,492 Lakhs.
3. During the year under review, the Company has recorded profit after
tax of 10,923 Lakhs.
c. Financial Summary on Consolidated basis for FY 2023:
The key highlights of the Consolidated financial results for the year
ended March 31, 2023 and the corresponding for the last year are as under:
( in Lakhs)
| Consolidated Results |
FY22-23 |
FY21-22 |
| Revenue from Operations |
68,566 |
126,937 |
| Other Income |
3,924 |
3,360 |
| Total Income |
72,490 |
130,297 |
| Total Expenses |
62,242 |
111,644 |
| EBITDA* |
14,308 |
21,295 |
| Profit before tax |
10,248 |
18,653 |
| Profit after tax |
7,426 |
13,798 |
| Share of Profit/(Loss) from JVs/Associates |
524 |
(215) |
| PAT after Share of Profits |
7,950 |
13,583 |
| PAT after Non-controlling Interest |
8,195 |
13,962 |
| PBT % |
15% |
15% |
| PAT after Non-controlling Interest % |
11% |
11% |
| EBITDA % |
20% |
16% |
* EBITDA include Other income
Review of Consolidated Operations of the Company:
The performance of your Company for FY 2022-23 on consolidated basis is
as under:
1. During the year under review, the Company's consolidated total
revenue from operations stands 68,566 Lakhs and other income is 3,924 Lakhs.
2. During the year under review, the Company's consolidated total
expenditure was 62,242 Lakhs.
3. During the year under review, the Company has recorded consolidated
Profit after Tax and after Non-controlling Interest was 8,195 Lakhs.
d. IND AS applicability:
The audited standalone and consolidated financial statements of the
Company for the year ended March 31, 2023 have been prepared in accordance with
requirements of the Companies (Indian Accounting Standards) Rules, 2015 Ind AS notified
under Section 133 of the Companies Act, 2013 read with relevant Rules and other accounting
principles.
e. Consolidated Financial Statements:
The Consolidated Financial Statements of the Company are prepared in
accordance with relevant Accounting Standards and based on the financial statements
received from subsidiaries, as approved by their respective Board of Directors.
Pursuant to Section 129(3) of the Companies Act, 2013 read with Rule 5
of the Companies (Accounts) Rules, 2014, a statement containing salient features of the
financial statements of Subsidiaries, Joint Venture and Associate Companies are given in Form
AOC-1 and the same will be available on the Company website at link given below.
Pursuant to the provisions of Section 136 of the Act, the financial statements along with
other relevant documents, in respect of subsidiaries/associates/joint ventures, are
available on the website of the Company at https://www.
rustomjee.com/about-us/investor-relations/.
2. DETAILS OF MATERIAL CHANGES FROM THE END OF THE FINANCIAL YEAR TILL
THE DATE OF THIS REPORT:
There was no material change from the end of the financial year till
the date of this report.
3. CHANGE IN THE NATURE OF BUSINESS, IF ANY:
There was no change in the nature of the business carried out by the
Company.
4. DIVIDEND:
To strengthen the financial position of the Company and to evaluate
suitable business expansion/inorganic growth opportunities, your Board does not recommend
any dividend for the F.Y. 2022-23.
5. AMOUNT PROPOSED TO BE TRANSFERRED TO RESERVES & SURPLUS:
During the year under review, no amount from profit was transferred to
General Reserve.
6. CHANGES IN SHARES CAPITAL: a. Authorised Share Capital:
During the year under review, the Authorized Share Capital of the
Company increased from 235,71,50,000 (Rupees Two Hundred Thirty Five Crores Seventy One
Lakhs Fifty Thousand only) divided into 13,56,40,000 (Thirteen Crores Fifty Six Lakhs
Forty Thousand) Equity Shares of 10/- (Rupees Ten only) each, 10,00,10,000 (Ten
Crores Ten Thousand) Optionally Convertible Redeemable Preference Shares of 10/- (Rupees
Ten only) each and 65,000 (Sixty Five Thousand) Preference Shares of 10/- (Rupees Ten
only) each to 235,72,00,000/- (Rupees Two Hundred Thirty Five Crores Seventy Two Lakhs
Only) divided into 23,53,00,000 (Twenty Three Crores Fifty Three Lakhs) Equity Shares of
10/- (Rupees Ten only) each amounting to 235,30,00,000/- (Rupees Two Hundred Thirty Five
Crores Thirty Lakhs Only) and 4,20,000 (Four Lakhs Twenty Thousand) Preference Shares of
10/- (Rupees Ten only) amounting to 42,00,000/- (Rupees Forty Two Lakhs Only).
b. Paid-up Share Capital: i. Redemption of Redeemable Preference Shares
of 10/- each at par
The Company has fully redeemed its 2,160 Redeemable Preference Shares
(“RPS”) of 10/each at par.
ii. Conversion of Optionally Convertible Debentures (“OCD”)
into Equity Shares of the Company:
The Company has converted its 9113, 15%, unsecured, Optionally
Convertible Debentures of 100/- each (“OCDs”) into 91,130 Equity Shares of 10/-
(Rupees Ten Only) each fully paid-up equity shares of the Company.
iii. Private Placement:
The Company raised 169,99,93,743.36 through Private Placement of Equity
Shares of the Company by allotting 34,04,412 Equity Shares having face value of 10/- each
at a premium of 489.35018 per share. Pursuant to this allotment, the Paid-up Share Capital
of the Company was increased from 100,12,18,100/- consisting of 10,01,21,810 Equity Shares
of 10/- each per share to 103,52,62,220/- consisting of 10,35,26,222 Equity Shares of 10/-
each per share.
iv. ESOP
The Company has adopted the ‘Rustomjee Employee Stock Option Plan
2022' (“ESOP 2022”/“Plan”).
ESOP granted and vested are available in note 44 of the Standalone
Financial Statements.
Disclosure as required under SEBI (Share Based Employee Benefits and
Sweat Equity) Regulations, 2021 is annexed at Annexure ‘A' which forms
part of this Directors' Report.
v. Initial Public Offer:
The Company raised 6,34,99,98,861/- through Initial Public Offering of
Equity Shares of the Company by issuance of 103,51,201 fresh equity shares and 13,86,320
offer for sale totaling to 1,17,37,521 Equity Shares of face value of 10 each issued at
the premium of 531/-. Pursuant to this allotment, the Paid-up Share Capital of the Company
was increased from 103,52,62,220/- consisting of 10,35,26,222 Equity Shares of 10/- each
per share to 1,13,87,74,230/- consisting of 11,38,77,423 Equity Shares of 10/- each per
share.
c. Corporate Actions:
Your Directors states that during the year under review:
i. The Company has neither issued any Sweat Equity Shares nor issued
Equity Shares with differential rights as to dividend, voting or otherwise.
ii. The Company has not bought back any of its securities according to
provision of Section 67(3)(c) of the Companies Act, 2013.
iii. No Bonus Shares were issued.
iv. Company has granted 11,55,700 shares as ESOP to its Employees.
7. DEPOSIT:
The Company has not accepted any deposits from the public and as such,
no amount on account of principal or interest on deposits from the public was outstanding
as on the date of the Balance Sheet.
8. DIRECTORS AND KEY MANAGERIAL PERSONNEL:
Board of Directors
The Board is duly constituted. The Board of Directors of your Company
at present comprises of 6 Directors. The details are as follows:
| Sr. No. Name |
Designation |
| 1 Mr. Boman Irani |
Chairman & Managing Director |
| 2 Mr. Chandresh Mehta |
Executive Director |
| 3 Mr. Percy Chowdhry |
Executive Director |
| 4 Mr. Ramesh Tainwala |
Non-Executive Independent Director |
| 5 Mr. Rahul Divan |
Non-Executive Independent Director |
| 6 Ms. Seema Mohapatra |
Non-Executive Independent Director |
During the year under review, following changes occurred in the Board
of Directors of the Company:
| Sr. No. Name |
Designation |
Nature of Change (Appointment/Change in
Designation/ Cessation) |
Date of Appointment/ Change in
Designation/ Cessation |
| 1 Mr. Boman Irani! |
Chairman & Managing Director |
Change in Designation |
May 11, 2022 |
| 2 Mr. Chandresh Mehta@ |
Executive Director |
Change in Designation |
May 11, 2022 |
| 3 Mr. Percy Chowdhry@ |
Executive Director |
Change in Designation |
May 11, 2022 |
| 4 Mr. Ramesh Tainwala$ |
Non-executive Independent Director |
Change in Designation |
May 11, 2022 |
| 5 Mr. Rahul Divan% |
Non-executive Independent Director |
Appointment and Change in Designation |
May 11, 2022 |
| 6 Ms. Seema Mohapatra% |
Non-executive Independent Director |
Appointment and Change in Designation |
May 11, 2022 |
| 7 Mr. Daniel Joseph |
Director |
Cessation |
April 28, 2022 |
! Pursuant to the approval and recommendation of the Nomination and
Remuneration Committee (“NRC”) and as approved by Board of Directors and
Shareholders of the Company, the terms of appointment of Mr. Boman Irani was amended and
he was designated as Chairman and Managing Director of the Company and he will not be
subject to retire by rotation.
@ Pursuant to the approval and recommendation of the Nomination and
Remuneration Committee (“NRC”) and as approved by Board of Directors and
Shareholders of the Company the terms of appointment of Mr. Chandresh Mehta and Mr. Percy
Chowdhry were amended and they both were designated as an Executive Director of the
Company and they will be liable to retire by rotation.
$ Mr. Ramesh Tainwala, designated as Non-Executive Independent Director
of the Company for a period of five consecutive years from May 11, 2022 to May 10, 2027.
% Mr. Rahul Divan and Ms. Seema Mohapatra appointed as Non-Executive
Independent Directors of the Company for a period of five consecutive years from May 11,
2022 to May 10, 2027.
The attendance and other detailed disclosure of the Board and committee
meetings are given in the Corporate Governance section annexed to this report as Annexure
‘B'
Independent Directors:
All Independent Directors have furnished declarations that they meet
the criteria of Independence as laid down under section 149 of the Companies Act, 2013.
The Independent Directors have complied with the Code for Independent
Directors prescribed in Schedule IV to the Act.
A separate meeting of the Independent Directors' was held on March 27,
2023, wherein they reviewed the performance of the Board, the Non-Independent Directors
and the Chairman.
Key Managerial Personnel
Pursuant to the provisions of section 203 of the Companies Act, 2013,
the Company has following employees as Key Managerial Personnel:
1. Mr. Boman Irani, Chairman & Managing Director
2. Mr. Chandresh Mehta, Executive Director
3. Mr. Percy Chowdhry, Executive Director
4. Mr. Sajal Gupta, Chief Financial Officer
5. Mr. Bimal K Nanda, Company Secretary and ComplianceOfficer
Retirement by Rotation
In accordance with the provisions of Section 152 of the Companies Act,
2013 read with provisions contained in the Articles of Association of the Company, Mr.
Chandresh Mehta will retire by rotation at the ensuing Annual General Meeting of the
Company and, being eligible, offer himself for reappointment. The Board has recommended
his reappointment.
Committees of the Board
The Board has constituted all the statutory committees as required
under the Companies Act, 2013 and rules made thereunder and as required under SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015. The Committees meet
at regular intervals to transact their respective businesses as per the terms of reference
prescribed by the Board. The various Committees and its composition are as follows:
a. Audit Committee
In terms of Section 177 of the Companies Act, 2013, the Board of
Directors at its Meeting held on May 11, 2022 has constituted an Audit Committee. The
Audit Committee comprises of the following members:
| Name |
Board Designation |
Committee Designation |
| Mr. Rahul Divan |
Non-Executive Independent Director |
Chairman |
| Mr. Ramesh Tainwala |
Non-Executive Independent Director |
Member |
| Mr. Boman Irani |
Chairman & Managing Director |
Member |
Majority of the Members of the Committee are Independent Directors and
possess strong accounting and management knowledge.
The attendance and terms of reference of the Audit committee is covered
under the Corporate Governance section annexed to this report as Annexure
‘B'.
b. Nomination & Remuneration Committee
In terms of Section 178 of the Companies Act, 2013, the Board of
Directors at its Meeting held on May 11, 2022 has constituted a Nomination &
Remuneration Committee ("NRC"). The NRC comprises of the following members:
| Name |
Board Designation |
Committee Designation |
| Mr. Ramesh Tainwala |
Non-Executive Independent Director |
Chairman |
| Mr. Rahul Divan |
Non-Executive Independent Director |
Member |
| Ms. Seema Mohapatra |
Non-Executive Independent Director |
Member |
As per requirement of SEBI LODR, all the Members of the Committee are
Non-Executive Directors.
The attendance and terms of reference of the NRC is covered under the
Corporate Governance section annexed to this report as Annexure ‘B'.
c. Corporate Social Responsibility Committee
The Board of Directors at its Meeting held on May 11, 2022 has
reconstituted Corporate Social Responsibility Committee ("CSR"). The CSR
Committee comprises of the following members:
| Name |
Board Designation |
Committee Designation |
| Ms. Seema Mohapatra |
Non-Executive Independent Director |
Chairperson |
| Mr. Boman Irani |
Chairman and Managing Director |
Member |
| Mr. Chandresh Mehta |
Executive Director |
Member |
| Mr. Percy Chowdhry |
Executive Director |
Member |
The attendance and terms of reference of the CSR committee is covered
under the Corporate Governance section annexed to this report as Annexure
‘B'.
d. Stakeholders' Relationship Committee
The Board of Directors at its Meeting held on May 11, 2022 has
constituted Stakeholders' Relationship Committee ("SRC"). The SRC comprises
of the following members:
| Name |
Board Designation |
Committee Designation |
| Mr. Ramesh Tainwala |
Non-Executive Independent Director |
Chairman |
| Mr. Chandresh Mehta |
Executive Director |
Member |
| Mr. Percy Chowdhry |
Executive Director |
Member |
The attendance and terms of reference of the SRC is covered under the
Corporate Governance section annexed to this report as Annexure ‘B'.
e. Risk Management Committee
The Board of Directors at its Meeting held on June 03, 2022 has
constituted Risk Management Committee. The Committee comprises of the following members:
| Name |
Board Designation |
Committee Designation |
| Mr. Boman Irani |
Chairman and Managing Director |
Chairman |
| Mr. Chandresh Mehta |
Executive Director |
Member |
| Mr. Percy Chowdhry |
Executive Director |
Member |
| Mr. Ramesh Tainwala |
Non-Executive Independent Director |
Member |
The attendance and terms of reference of the Committee is covered under
the Corporate Governance section annexed to this report as Annexure ‘B'.
f. Initial Public Offer (‘IPO') Committee
The Board of Directors at its Meeting held on June 03, 2022 had
constituted IPO committee. The Committee comprised of the following members:
| Name |
Board Designation |
Committee Designation |
| Mr. Boman Irani |
Chairman and Managing Director |
Chairman |
| Mr. Percy Chowdhry |
Executive Director |
Member |
| Mr. Chandresh Mehta |
Executive Director |
Member |
| Ms. Seema Mohapatra |
Non-Executive Independent Director |
Member |
This Committee was dissolved w.e.f. February 07, 2023 as the purpose of
the said Committee was fulfilled.
9. MEETINGS OF THE BOARD:
In accordance with the provisions of the Companies Act, 2013 and rules
made thereunder, the Board of Directors met 15 times during the financial year ended March
31, 2023. The meeting dates and attendance details are covered under the Corporate
Governance section annexed to this report as Annexure ‘B'.
10. POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION:
During the year under review, pursuant to the provisions of Section
178(1) of Companies Act, 2013, the Company has constituted the Nomination and Remuneration
Committee (“NRC”). NRC has been mandated by the Board to adhere/implement the
policy for determining and independence of Directors (including Independent Directors).
The NRC will review and assess Board composition on behalf of the Board and will recommend
to the Board, the appointment of new directors based on their qualification, positive
attributes and independence.
In reviewing Board composition, the NRC will consider the benefits of
all aspects of diversity including, but not limited to, those described above, in order to
enable it to discharge its duties and responsibilities effectively.
NRC will also recommend to the Board on the remuneration to be payable
to the Directors.
NRC Policy is available on the Company's website athttps://
www.rustomjee.com/about-us/investor-relations/.
11. SUBSIDIARY, JOINT VENTURE AND ASSOCIATE COMPANY:
As on March 31, 2023 the Company had 31 Subsidiary Companies,
investment in 3 Limited Liability partnership firms, 2 associates Companies and 3 Joint
Ventures. The list of Company's Subsidiary Company(ies)/Limited Liability Partnership
firms/Associate Company(ies)/ Joint venture(s) is given under point no. VII of Corporate
Governance Report as Annexure ‘B' of this report. These
Subsidiaries/Associate/Joint Ventures companies are mainly engaged in the Real Estate
business.
The annual accounts of these subsidiary/associate/ joint venture
companies were consolidated with the accounts of the Company for the The statement
containing salient features of the financial statement of subsidiaries/associates/joint
venture in Form AOC-1 are available on Company website link given below. Pursuant to the
provisions of Section 136 of the Act, the financial statements along with other relevant
documents, in respect of subsidiaries/associates/joint venture, are available on the
website of the Company at https://www. rustomjee.com/about-us/investor-relations/
12. MATERIAL SUBSIDIARY
Rustomjee Realty Private Limited was material subsidiary of the Company
as per the thresholds laid down under the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 (hereinafter referred to as “Listing
Regulations”) for FY2022-23. The Board of Directors of the
Company has approved a Policy for determining material subsidiaries
which is in line with the Listing Regulations as amended from time to time. The Policy is
available on the Company's website and can be accessed at https://www.
rustomjee.com/about-us/investor-relations/.
13. ANNUAL RETURN:
Pursuant to section 92(3) of the Companies Act, 2013 and Rule 12(1) of
the Companies (Management and Administration) Rules, 2014, read with Section 134(3)(a) of
the Act, the Annual Return in Form MGT-7 as on March 31, 2023 will be made available on
the Company's website at https://www.rustomjee.com/about-us/investor-relations/
14. CORPORATE SOCIAL RESPONSIBILITY (CSR) INITIATIVES:
The annual report on CSR activities of the Company, as required under
Section 134(3)(o) read with Section 135 of the Act and the Companies (Corporate Social
Responsibility Policy) Rules, 2014 (CSR Rules), is provided at Annexure ‘C'
to this Report. CSR Policy is available on the Company's website at
https://www.rustomjee.com/ about-us/investor-relations/.
15. STATUTORY AUDITORS OF THE COMPANY:
Pursuant to the provisions of Section 139 of the Companies Act, 2013,
M/s Price Waterhouse Chartered Accountants LLP, having registration no 012754N/N500016,
were appointed as Statutory Auditor of the Company for a period of 5 years until the
conclusion of Annual General Meeting to be held in the year 2026.
The Statutory Audit Report for the F.Y. 2022-23 does not contain any
qualification, reservation or adverse remark.
The Statutory Auditors' Reports on Standalone and Consolidated
Financial Statements for the year ended March 31, 2023, are enclosed with the
No instance of year2022-23. fraud was reported by the Statutory Auditor
during the year under review.
16. SECRETARIAL AUDITOR
Pursuant to the provisions of Section 204 read with Rule 9 of
the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the
Board of Directors had appointed Ms. Ria Kunal Ahuja, Practicing Company Secretary, to
undertake the Secretarial Audit of the Company for the Financial Year 2022-23.
The Secretarial Audit Report for the Financial Year 2022-23 does not
contain any observations, and adverse remarks. The Secretarial Audit Report in prescribed
Form MR-3 is Annexed to this Report as
Annexure ‘D'.
17. COST AUDITOR:
Pursuant to the provisions of Section 148 of the Companies Act, 2013,
M/s. Joshi Apte & Associates, Cost Accountants, Mumbai was appointed as the Cost
Auditors of the Company to conduct the cost audit for the Financial Year 2022-23 and to
hold the office till the conclusion of the ensuing Annual General Meeting.
The Board on the recommendation of the Audit Committee has approved the
appointment of M/s. Joshi Apte & Associates, Cost Accountants, as Cost Auditors, for
F.Y. 2023-24. The resolution for ratification of remuneration payable to the Cost Auditors
for F.Y. 2023-24 forms part of the accompanying Annual General Meeting Notice.
The Cost Audit Report for the Financial Year 2022-23 does not contain
any observations, qualifications and adverse remarks.
18. INTERNAL AUDITOR:
The Company has appointed M/s Deloitte Touche Tohmatsu India LLP,
Chartered Accountants, Mumbai, as an Internal Auditor of the Company for the financial
year 2023-24.
19. DISCLOSURE OF INTERNAL FINANCIAL CONTROLS:
The Internal Financial Controls with reference to financial statements
as designed and implemented by the Company are adequate. The Company maintains appropriate
system of internal control, including monitoring procedures, to ensure that all assets are
safeguarded against loss from unauthorized use or disposition. Company policies,
guidelines and procedures provide for adequate checks and balances, and are meant to
ensure that all transactions are authorized, recorded and reported correctly. During the
year under review, M/s. Deloitte Touche Tohmatsu India LLP, the Internal Auditors of the
Company have conducted the IFC Audit and does not found any material or serious
observation for inefficiency or inadequacy of such controls.
20. RISK MANAGEMENT POLICY:
The Company's risk management policy captures the major potential
business risks pertaining to the industry in which Company is operating and which has
relevance on the Company. The Company has also in place its mitigation plans for these
potential business risks. M/s. Deloitte Touche Tohmatsu India LLP, Internal Auditor of the
Company, on regular basis, checks and evaluates the effectiveness of the mitigation plans
of the Company to mitigate potential business risks. The risks and its mitigation plan are
elaborated in the MD & A section of the Report. Risk Management Policy is available on
the Company's website at https://www.rustomjee.com/ about-us/investor-relations/.
21. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186:
The details of Loans, Guarantees and Investments covered under the
provisions of Section 186 of the Companies Act, 2013 are given in the Notes to the
Standalone Financial Statements.
22. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
During the financial year under review, the related party transactions
falling under the provisions of section 188 of the Companies Act, 2013 which Company has
entered with related parties, as defined under section 2(76) of the Companies Act, 2013,
were in its ordinary course of business and were on arm's length basis. All the related
party transactions were placed before the Audit Committee. As per the recommendation of
the Audit Committee, the related party transactions were presented to the Board of
Directors specifying the nature, value and terms and conditions of the transactions. The
transactions 24. with related parties are conducted in a transparent manner with the
interest of the Company and Stakeholders as utmost priority. The related party
transactions policy is available on the website of the Company at https://www.
rustomjee.com/about-us/investor-relations/. Disclosure as required pursuant to para- A of
Schedule V of the Listing regulations forms part of Standalone Audited Financial
Statements for FY 2023.
Since the related party transactions entered by the Company were in
ordinary course of business and on arm's length basis, Form AOC- 2 is not applicable to
the Company.
23. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNING AND OUTGO:
The details of conservation of energy, technology absorption, foreign
exchange earnings and outgo are as follows:
Conservation of energy
| (i) The steps taken or impact on conservation of energy |
|
| (ii) The steps taken by the company for utilizing alternate
sources of energy. |
Please refer BRSR report section C P6 |
| (iii) The capital investment on energy conservation
equipment's |
|
Technology absorption
| (i) The effort made towards technology absorption |
To achieve Green Building certification by IGBC, the Company,
has made efforts to adopt all relevant technologies |
| (ii) The benefits derived like product improvement cost
reduction product development or import substitution |
|
| (iii) In case of imported technology (important during the
last three years reckoned from the beginning of the financial year) |
y,Water efficienc for Energy management, Solid waste
management and provision of sustainable spaces to our residents. |
| (a) The details of technology imported (b) The year of
import; |
|
| (c) whether the technology been fully absorbed |
|
| (d) If not fully absorbed, areas where absorption has not
taken place, and the reasons thereof |
|
| (iv) The expenditure incurred on Research and Development |
|
During the year, the total foreign exchange outgo/spend was USD 710120
equivalent to 570.18 Lakhs and the total foreign exchange earned was NIL.
24. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND:
Company does not have any funds lying unpaid or unclaimed for a period
of seven years. Therefore, there were no funds which were required to be transferred to
Investor Education and Protection Fund (IEPF).
25. DETAILS OF REMUNERATION OF THE EMPLOYEES AS PER THE RULE 5 (2) OF
THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL), AMENDMENT RULES,
2016:
Disclosures relating to remuneration of Directors under section 197(12)
of the Act read with Rule 5(1) of Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 is annexed as Annexure ‘E' to the Board's
report.
Particulars of employee remuneration, as required under section 197(12)
of the Act and read with Rule 5(2) and Rule 5(3) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 forms an integral part of this report.
In terms of the provisions of the first proviso to Section 136(1) of the Act, the Report
is being sent to the shareholders, excluding the aforementioned information. The
information will be available for inspection at the registered office of the Company on
all working days upto the date of AGM and a copy of the same will also be available
electronically for inspection by the members during the AGM. Any member interested in
obtaining such information may write to the Company Secretary at the registered office of
the Company.
26. DISCLOSURE IN RESPECT OF STATUS OF APPLICATION OR PROCEEDING
PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE:
During the year under review, no application was made, or any
proceedings were pending under the Insolvency and Bankruptcy Code, 2016.
27. DISCLOSURE RELATING TO DIFFERENCE BETWEEN AMOUNT OF THE VALUATION
DONE AT THE TIME OF ONE TIME SETTLEMENT AND VALUATION DONE WHILE TAKING LOAN FROM BANKS OR
FINANCIAL INSTITUIONS ALONG WITH THE REASONS THEREOF:
During the year under review, the Company has not made any one-time
settlement and not carried out any valuation, therefore reporting is not required.
28. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:
In accordance with the requirements of the Sexual Harassment of women
at workplace (Prevention, Prohibition & Redressal) Act, 2013 the Company has in place
a policy for prevention of sexual harassment. The Company's Internal Complaints
Committee is responsible to redress complaints received regarding sexual harassment. All
employees (permanent, contractual, temporary, trainees)are covered underthis policy. The
Internal Complaints Committee also addresses the complaints received by its
subsidiaries/associates and joint venture companies. During the year under review, Company
had not received any complaint. POSH Policy is available on the Company's website at
https://www. rustomjee.com/about-us/investor-relations/.
29. CORPORATE GOVERNANCE:
Pursuant to the requirements of Regulation 34 of the Listing
Regulations, a detailed report on Corporate Governance forms an integral part of this
Report. A Deepak A. Variaya & Co, Practicing Company Secretary, confirming Governance
as stipulated is covered under Corporate Governance section annexed to this report as Annexure
'B'.
30. MANAGEMENT DISCUSSION AND ANALYSIS:
The Management Discussion and Analysis Report on the operations of the
Company, as required under the Listing Regulations is provided in a separate section and
forms an integral part of this Report.
31. PERFORMANCE EVALUATION:
Pursuant to the provisions of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 and Companies Act, 2013, the Board of Directors
has carried out the annual performance evaluation of (i) entire Board, (ii) its committees
and (iii) its individual directors. The evaluation was done based on set questionnaires
which were given to them at the time of evaluation.
32. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT:
In compliance with Regulation 34 of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, the Business Responsibility and Sustainability
Report forms an integral part of this Report.
33. VIGIL MECHANISM/WHISTLE BLOWER POLICY:
In compliance to Section 177(9) of the Companies Act, 2013, Company has
put in place the Vigil Mechanism/ Whistle Blower Policy. Company has put in place a
process where direct access is made available to the whistle blower to approach the
Chairman of the Audit Committee to raise any grievances or to report fraud in a
transparent manner in line with the Vigil/Whistle Blower policy. During the period under
review, Company has not received any complaint under Vigil Mechanism/Whistle Blower
Policy. Vigil Mechanism Policy is available on the Company's website at
https://www.rustomjee.com/ about-us/investor-relations/.
34. CODE OF CONDUCT:
The Directors and senior management personnel has complied with the
Code of Conduct of the Company. The Code of Conduct Policy is available on the
Company's website at https://www.rustomjee.com/about-us/ investor-relations/
35. SECRETARIAL STANDARDS:
The Company has devised proper systems to ensure from compliance with
the provisions of all applicable Secretarial Standards issued by the Institute of Company
Secretaries of conditions of Corporate of India and Directors confirm compliance of the
same during the year under review.
36. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS
OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN
FUTURE:
No significant or material order have been regulator or court or
tribunal against the Company, which would impact the going concern status of the Company
or will have bearing on Company's operations in future.
37. DIRECTORS' RESPONSIBILITY STATEMENT:
The Director's Responsibility Statement referred to in clause (c) of
Sub- section (3) of Section 134 of the Companies Act, 2013 state that:-
a. In the preparation of the annual accounts the applicable accounting
standards had been followed along with proper explanation relating to material departures;
b. The Directors' had 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 and of the profit and
loss of the Company for the year under review ;
c. The Directors' had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the provisions of this
Act for safeguarding the assets of the Company and for preventing and
detecting fraud and other irregularities;
d. The Directors' had prepared the annual accounts on a going concern
basis; e. The Directors have laid down internal finance controls to be followed by the
Company and such internal finance controls are adequate and operating
f. The Directors had devised proper system to ensure compliance with
the provisions of all applicable laws and that such systems were adequate and operating
38. DISCLAIMER
Any statements in this Boards' Report and Management Discussion
and Analysis Report providing additional information about the Company's plans may be
“forward-looking statements” within the meaning of applicable securities laws
and regulations. Actual performance may differ materially from those expressed or implied.
and
39. ACKNOWLEDGEMENTS
The Directors take this opportunity to sincerely thanks the
Company's valued Customers, Clients, Suppliers, Investors, Bankers and Shareholders
for their consistent . support/encouragement to the Company and look forward to continue
fruitful association with all the business partners of the Company. The Directors also
place on record its deep sense of appreciation for the committed services by all the
employees of the Company.
| For and on behalf of the Board of Directors |
| Boman Irani |
| Chairman & Managing Director |
| DIN: 00057453 |
| Date: August 07, 2023 |
| Place: Mumbai |
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