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Indiabulls Real Estate Ltd.

BSE: 532832 Sector: Infrastructure
NSE: IBREALEST ISIN Code: INE069I01010
BSE LIVE 19:40 | 19 Oct 214.60 -0.85
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NSE 19:42 | 19 Oct 214.45 -1.10
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OPEN 217.00
PREVIOUS CLOSE 215.45
VOLUME 136705
52-Week high 269.50
52-Week low 57.05
P/E
Mkt Cap.(Rs cr) 10,186
Buy Price 0.00
Buy Qty 0.00
Sell Price 214.60
Sell Qty 1978.00
OPEN 217.00
CLOSE 215.45
VOLUME 136705
52-Week high 269.50
52-Week low 57.05
P/E
Mkt Cap.(Rs cr) 10,186
Buy Price 0.00
Buy Qty 0.00
Sell Price 214.60
Sell Qty 1978.00

Indiabulls Real Estate Ltd. (IBREALEST) - Director Report

Company director report

Dear Shareholders

Your Directors have pleasure in presenting the Tenth Annual Report together with theaudited statement of accounts of the Company for the financial year ended March 31 2016.

Financial Results

The highlights of the standalone financial results of the Company for the financialyear ended March 31 2016 are as under: Amount (in `)

Particulars Year ended March 31 2016 Year ended March 31 2015
Profit before Depreciation / Amortisation 604450104 137891142
Less: Depreciation / Amortisation 29435090 46565052
Profit before Tax 575015014 91326090
Less: Provision for Tax 23419346 (139248890)
Profit after Tax 551595668 230574980
Balance of Profit Brought Forward 106454188 113740227
Adjustment due to depreciation - (7286039)
Profit Available for Appropriation 658049856 337029168
Appropriations:
Interim Dividend on Equity shares - -
Corporate Dividend Tax on Interim Dividend on Equity shares - -
Transfer to General Reserves - -
Transferred to Debenture Redemption Reserve 111441686 230574980
Balance of Profit Carried Forward 546608170 106454188

REVIEW OF OPERATIONS & BUSINESS UPDATE: Key Financial Highlights (Consolidated):

• Total Revenues in FY ’16 increased to Rs 2786 Crores as against therevenues of Rs 2737 Crores in FY ’15.

• Total Profit after Tax (PAT) in FY ’16 increased to Rs 341 Crores asagainst the PAT of Rs 273 Crores in FY ’15.

• Earnings per share (EPS) in FY ’16 increased to Rs 6.77 as against the EPSof Rs 5.84 in FY ’15.

Credit Rating:

After the upgrade in its long term credit rating to AA- from A+ last year the Companyhas maintained its long term credit rating of AA- amongst the highest rated listedcompanies in the Indian real estate industry peer group. The Company has also retained A1+(A One Plus) rating for its short-term debt which is the highest rating that can beassigned for short-term debt. With this the Company enjoys ease and most favorable termson the loans/facilities being availed from the Banks/Financial Institutions. The ratingsare the manifestation of the Company’s strong fundamentals low gearing and executiontrack record and mirror its long term growth prospects. The Company reduced its net debtby 16% during FY16 and amongst the least levered companies in its real estate peers in thecountry with a net gearing of 0.58.

Ongoing Projects

Company’s ongoing projects have 35.5 million square feet saleable area with agross development value of approximately Rs 33919 Cr. Each project bears a stamp ofthoughtful solutions highest quality and an optimum mix of different categories and is atestimony of Company’s diversified portfolio across price segments.

• BLU Worli Mumbai – which has total salable area of 1.73 million sq ftwith gross development value of Rs 8928 Cr.

• Indiabulls Golf City Savroli MMR – which has total salable area of 5.39million sq ft with gross development value of Rs 3238 Cr.

• Mega Mall Jodhpur – which has total salable area of 0.65 million sq ftwith gross development value of Rs 364 Cr.

• Indiabulls Sierra Vizag – which has total salable area of 0.84 million sqft with gross development value of Rs 265 Cr.

• Indiabulls Greens Panvel MMR – which has total salable area of 8.73million sq ft with gross development value of Rs 4407 Cr.

• Indiabulls Greens Chennai – which has total salable area of 2.07 millionsq ft with gross development value of Rs 827 Cr.

• Centrum Park Gurgaon– which has total salable area of 2.16 million sq ftwith gross development value of Rs 915 Cr.

• Enigma Gurgaon – which has total salable area of 1.76 million sq ft withgross development value of Rs 1132 Cr.

• Indiabulls City Sonepat Haryana – which has total salable area of 1.76million sq ft with gross development value of Rs 252 Cr.

• One Indiabulls Gurgaon – which has total salable area of 6.15 million sqft with gross development value of Rs 4921 Cr.

• One Indiabulls Vadodara – which has total salable area of 0.23 million sqft with gross development value of Rs 83 Cr.

• Indiabulls One 09 Gurgaon – which has total salable area of 1.10 millionsq ft with gross development value of Rs 876 Cr.

• Sky Forest Lower Parel Mumbai – which has total salable area of 1.50million sq ft with gross development value of Rs 3901 Cr.

• Sky Suites Lower Parel Mumbai – which has total salable area of 1.40million sq ft with gross development value of Rs 3810 Cr.

Major new launches/proposed launches

The following projects with total estimated salable area of 9.06 million sq ft withgross development value of Rs 13807 Cr are proposed to be launched soon:

• Indiabulls Mint Sector 104 Gurgaon – a commercial project located inSector 104 Gurgaon on Dwarka Manesar expressway with net development area of 0.31 mn sqft with estimated gross development value of approx. Rs 310 Cr.

• Indiabulls Imperial Sector 106 Gurgaon – a mixed development of luxuryresidential and commercial project located in Sector 106 Gurgaon on Dwarka Manesarexpressway with net development area of 6.98 mn sq ft with estimated gross developmentvalue of approx. Rs 5933 Cr.

• Silverlake Villas Alibaug MMR – which has total salable area of 0.26million sq ft with gross development value of Rs 164 Cr.

• Indiabulls Thane MMR – 1.4 mn sq ft residential development in the heartof Thane with direct connectivity from Eastern Expressway and estimated grossdevelopment value of approx Rs 1680 Cr.

• 22 Hanover Square London a unique luxury & residential project with totalsaleable area of 0.11 million sq ft with gross development value of approx. Rs 5720 Cr.

Land Bank:

The Company has fully paid land bank of 1017 acres in key cities across India ofwhich more than 95% of the Land Bank is in high value super-metro cities – Mumbai(MMR) National Capital Region (NCR) and Chennai and which is sufficient for proposeddevelopment over the next 7 years. In addition to the said land bank of 1017 acres theCompany also possesses 2588 acres of SEZ land in Nashik Maharashtra.

MATERIAL EVENTS AND CHANGES SUBSEQUENT TO FINANCIAL YEAR 2015-16

Purchase of Notes by Century Limited a wholly owned subsidiary of the Company inJersey

Century Limited ("Century) a wholly owned subsidiary of the Company in Jerseyhad re-purchased 10.25% senior notes due 2019 for an aggregate principal amount of US$20910000 at the Purchase Price of US $ 1000 per US $ 1000 which were issued byCentury under an indenture dated November 12 2014 and guaranteed by the Company alongwith its certain subsidiaries and are listed on the Singapore Exchange Securities TradingLimited.

Acquisition of Indiabulls Properties Investment Trust a SGX-ST listed business trust("IPIT")

Pursuant to the acquisition of units in IPIT on the Singapore Exchange SecuritiesTrading Limited by Grapene Limited (Grapene) which is an indirect wholly-ownedsubsidiary of the Company in terms of mandatory unconditional offer by Grapene the totalnumber of units owned and controlled by the Company (directly or through its wholly ownedsubsidiaries) in IPIT has increased from 47.51% to 54.95% and accordingly IPIT has becomea majority owned subsidiary of the Company. Therefore the financials of IPIT will beconsolidated with financials of the Company from Q1 of the current financial year.

Joint Development Agreement

The Company through one of its subsidiary has entered into a Joint DevelopmentAgreement with Oricon Properties Pvt. Ltd a subsidiary of Oricon Enterprises Limited fordevelopment of 7810 sq. mtrs. plot situated at Dr. E. Moses Road Worli Mumbai –400018 adjoining to its marque project "BLU".

DIVIDEND

In view of the requirements of funds for ongoing projects of the Company the Board ofDirectors of the Company has not recommended any dividend for financial year 2015-16.

In compliance with requirements stipulated vide SEBI notification no. SEBI/LAD-NRO/GN/2016-17/008 dated July 8 2016 the Dividend Distribution Policy of the Companyis available on the website of the Company i.e. www.indiabullsrealestate.com.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the provisions of the Companies Act 2013 and in terms of theMemorandum and Articles of Association of the Company Mr. Narendra Gehlaut (DIN:01246303) a director designated as Vice Chairman and Mr. Vishal Gaurishankar Damani(DIN: 00358082) a director designated as Joint Managing Director retire by rotation atthe ensuing Annual General Meeting of the Company and being eligible offer themselves forreappointment. Due to health reasons Mr. Vinesh Kumar Jairath Joint Managing Director ofthe Company resigned from the Board w.e.f. September 28 2015. The Board has placed onrecord its appreciation for the contributions made by Mr. Jairath during his tenure asJoint Managing Director of the Company.

Further to ensure the continuity of the guidance and the highest standards ofCorporate Governance in its management the Board of Directors of the Company (Board) hasproposed re-appointments of Justice Bisheshwar Prasad Singh (Retd. Justice Supreme Courtof India) (DIN: 06949954) Brig. Labh Singh Sitara (DIN: 01724648) Mr. Shamsher SinghAhlawat (DIN: 00017480) and Mr. Aishwarya Katoch (DIN: 00557488) existing IndependentDirectors of the Company for a further period of 5 (five) years w.e.f. September 29 2016.The Board has also recommended to appoint Justice Gyan Sudha Misra (Retd. Justice SupremeCourt of India) (DIN: 07577265) as an Independent Director of the Company for a period of2 (two) years w.e.f. September 29 2016.

Keeping in view the vast experience and knowledge of all these proposed appointeesthe Board is of the view that their appointment as Independent Directors on the Boardwill be in the interest of the Company. All these individuals have confirmed that theymeet the criteria of independence laid down under Section 149 (6) of the Companies Act2013. Upon approval of the shareholders to their appointment as Independent Directorstheir appointment shall be formalized by issuing a letter of appointment to them whichshall be open for inspection by the members at the registered office of the Company interms of applicable provisions of the Act.

The present composition of the Board along with the brief resume of the Directorsproposed to be appointed/ reappointed nature of their expertise in specific functionalareas and names of companies in which they hold directorships andmemberships/chairmanships of Board Committees are provided in the Report on CorporateGovernance forming part of this Annual Report.

SHARE CAPITAL / STOCK OPTIONS

The paid-up share capital of the Company as on March 31 2016 was Rs 923355478/-comprising of 461677739 equity shares of Rs 2/- each. Subsequently on April 1 2016pursuant to and in terms of shareholders authorization and applicable SEBI Regulationsthe Company has issued and allotted an aggregate of 43600000 equity shares of facevalue of Rs 2 each of the Company at the issue price of Rs 67/- (including a premium ofRs 65/-) per equity share to promoter group entities namely SG Infralands PrivateLimited and SG Devbuild Private Limited upon conversion of equivalent number of warrantsheld by these promoter group entities. Consequent to the said allotment the paid-upequity share capital of the Company stood increased to Rs 1010555478/- divided into505277739 equity shares of face value Rs 2/- each.

Subsequently till date the Company had allotted an aggregate 371000 equity sharesof face value Rs 2/- each against exercise of equivalent number of stock options under anESOP Scheme of the Company as a result of which the paid up equity share capital of theCompany stands increased to Rs 1011297478/- divided into 505648739 equity shares ofRs 2/- each.

The disclosures required to be made under Securities and Exchange Board of India (ShareBased Employee Benefits) Regulation 2014 and the Companies Act 2013 read with Rule 12 ofthe Companies (Share Capital and Debentures) Rules 2014 in respect of all existing ESOPSchemes of the Company are set out in the Annexure to this Report.

PUBLIC DEPOSITS

During the year under review the Company has not accepted any deposits from thepublic falling within the ambit of Chapter V of the Companies Act 2013 and the Companies(Acceptance of Deposits) Rules 2014.

LISTING WITH STOCK EXCHANGES

The Equity Shares (ISIN No.: INE 069I01010) of the Company continue to remain listedat BSE Limited and National Stock Exchange of India Limited. The listing fees payable toboth the exchanges for the financial year 2016-17 have been paid. The GDRs issued by theCompany continue to remain listed on Luxembourg Stock Exchange.

AUDITORS

(a) Statutory Auditors

M/s Walker Chandiok & Co. LLP (Firm Regn. No. 001076N/N500013) the statutoryauditors of the Company were appointed by the members in their Eighth Annual GeneralMeeting held on 29th September 2014 for a period of five years i.e. until the conclusionof the thirteenth Annual General Meeting of the Company. The Company has received acertificate from the Auditors to the effect that their continuation as such from theconclusion of this Annual General Meeting until the conclusion of eleventh annual generalmeeting is in accordance with the provisions of Section 141(3)(g) of the Companies Act2013. The Board recommends the ratification of the appointment of M/s Walker Chandiok& Co. LLP as statutory auditors of the Company till the conclusion of eleventh annualgeneral meeting of the Company.

The Auditors’ Report is self – explanatory and therefore do not call for anyfurther explanation.

(b) Secretarial Auditors & Secretarial Audit Report

Pursuant to the provisions of Section 204 of the Companies Act 2013 read with therules made thereunder the Company had appointed M/s S. Khandelwal & Co. a firm ofCompany Secretaries in practice as its Secretarial Auditors to conduct the secretarialaudit of the Company for the Financial Year 2015-16. The Company has provided allassistance facilities documents records and clarifications etc. to the SecretarialAuditors for conducting their audit. The Report of Secretarial Auditors for the FinancialYear 2015-16 is annexed as Annexure 1 and forms part of this Report.

The Report is self – explanatory and therefore do not call for any furtherexplanation.

CORPORATE SOCIAL RESPONSIBILITY

As part of its initiatives under "Corporate Social Responsibility (CSR)" theCompany has undertaken projects in the areas of Health Education Sanitation Nutritionand Rural Development as per its CSR Policy (available on your Company’s websitehttp://www.indiabullsrealestate.com/) and the details are contained in the Annual Reporton CSR Activities given in Annexure 2 forming part of this Report. These projects are inaccordance with Schedule VII of the Companies Act 2013 read with the relevant Rules.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Pursuant to Regulation 34 of the Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 as amended ("SEBI LODRRegulations") with the Stock Exchanges Management’s Discussion and AnalysisReport for the year under review is presented in a separate section forming part of thisAnnual Report.

CORPORATE GOVERNANCE REPORT

Pursuant to Regulation 24 of the SEBI LODR Regulations with the Stock Exchanges aseparate section on Corporate

Governance Practices followed by the Company together with a certificate from apracticing Company Secretary confirming compliance is presented in a separate sectionforming part of this Annual Report.

DIRECTORS’ RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information andexplanations obtained by them your Directors make the following statement in terms ofSection 134 of the Companies Act 2013: a) that in the preparation of the annual financialstatements for the year ended March 31 2016 the applicable accounting standards had beenfollowed along with proper explanation relating to material departures if any; b) thatsuch accounting policies as mentioned in the Notes to the Financial Statements have beenselected and applied consistently and judgments and estimates have been made that arereasonable and prudent so as to give a true and fair view of the state of affairs of theCompany as at March 31 2016 and the profit and loss of the company for the year ended onthat date; c) that proper and sufficient care has been taken for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the company and for preventing and detecting fraud andother irregularities; d) that the annual financial statements have been prepared on agoing concern basis; e) that proper internal financial controls were in place and thatsuch financial controls were adequate and were operating effectively; and f) that systemsto ensure compliance with the provisions of all applicable laws were in place and wereadequate and operating effectively.

INFORMATION PURSUANT TO SECTION 134 AND SECTION 197 OF THE COMPANIES ACT 2013 READWITH THE RELEVANT RULES AND SEBI LODR REGULATIONS

The information required to be disclosed pursuant to Section 134 and Section 197 of theCompanies Act 2013 read with the relevant Rules (to the extent applicable) and SEBI LODRRegulations not elsewhere mentioned in this Report are given in ‘Annexure A’forming part of this Report.

GREEN INITIATIVES

Electronic copies of the Annual Report 2016 and Notice of the 10th AGM arebeing sent to all the members whose email addresses are registered with the Company /Depository Participant(s). For members who have not registered their email addressesphysical copies of the Annual Report 2016 and Notice of the 10th AGM are beingsent in the permitted mode.

The Company is providing e-voting facility to all members to enable them to cast theirvotes electronically on all resolutions set forth in the Notice of the 10thAGM. This is pursuant to section 108 of the Companies Act 2013 read with applicable Rulesand in accordance with the SEBI LODR Regulations. The instructions for e-voting areprovided in the AGM Notice.

ACKNOWLEDGMENT

Your Company has been able to operate efficiently because of the culture ofprofessionalism creativity integrity and continuous improvement in all functional areasand the efficient utilization of all its resources for sustainable and profitable growth.Your Directors wish to place on record their appreciation of the contributions made andcommitted services rendered by the employees of the Company at various levels. YourDirectors also wish to express their gratitude for the continuous assistance and supportreceived from the investors clients bankers regulatory and government authoritiesduring the year.

For and on behalf of the Board of Directors
Gurbans Singh Vishal Gaurishankar Damani
Joint Managing Director Joint Managing Director
(DIN: 06667127) (DIN: 00358082)
Place: Gurgaon
Date: August 10 2016

ANNEXURE FORMING PART OF THE DIRECTORS’ REPORT

EXTRACT OF ANNUAL RETURN

The details forming part of extract of Annual Return as on the financial year endedMarch 31 2016 pursuant to Section 92 (3) of the Companies Act 2013 in form MGT-9 aregiven in ‘Annexure 3’ forming part of this Report.

BOARD MEETINGS

During the FY 2015-16 6 (Six) Board Meetings were convened and held. The details ofsuch meetings are given in Corporate Governance Report forming part of this Annual Report.The intervening gap between these meetings was within the period prescribed under theCompanies Act 2013 and other applicable provisions. The notice and agenda including allmaterial information and minimum information required to be made available to the Boardunder SEBI LODR Regulations were circulated to all directors well within the prescribedtime before the meeting or placed at the meeting. During the year separate meeting ofthe Independent Directors was held on January 21 2016 without the presence ofNon-Independent Directors and the members of the Company Management.

BOARD EVALUATION

Pursuant to the applicable provisions of the Companies Act 2013 and SEBI LODRRegulations the Board has carried out an evaluation of its performance the directorsindividually as well as the working of its Audit Committee Nomination & RemunerationCommittee and Stakeholders Relationship Committee. The manner in which the evaluation hasbeen carried out has been explained in the Corporate Governance Report forming part ofthis Annual Report.

REMUNERATION POLICY

The Board has framed a policy for selection and appointment of Directors SeniorManagement and their remuneration. The Remuneration Policy is stated in the CorporateGovernance Report forming part of this Annual Report.

LOANS GUARANTEES OR INVESTMENTS

During the FY 2015-16 in terms of the provisions of Section 186 (1) of the CompaniesAct 2013 the Company did not make any investments through more than two layers ofinvestment companies. Further the Company being a company engaged in real estatedevelopment loans given guarantees provided and investments made by it were not coveredunder the provisions of Section 186 of the Companies Act 2013.

RELATED PARTY TRANSACTIONS

All the related party transactions entered into by the Company during the financialyear were in its ordinary course of business and on an arm’s length basis. Detailsof the related party transactions are disclosed in the annual report and financialstatements of the Company. There are no materially significant related party transactionswhich may have potential conflict with the interest of the Company at large. The Policy onmateriality of Related Party Transactions and also on dealing with such transactions isavailable on the website of the Company (http://www.indiabullsrealestate.com).

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has a proper and adequate system of internal controls commensurate with thesize of the Company and the nature of its business to ensure that all the assets aresafeguarded and protected against loss from unauthorized use or disposition and thosetransactions are authorized recorded and reported correctly and adequately.

The Company’s internal controls are supplemented by internal audits review bymanagement and documented policies guidelines and procedures. The system has beendesigned to ensure that financial and other records are reliable for preparing financialinformation and for maintaining accountability of assets. All financial and audit controlsystems are also reviewed by the Audit Committee of the Board of Directors of the Company.

MATERIAL CHANGES AND COMMITMENTS

Other than those disclosed in this report there are no material changes andcommitments affecting the financial position of the Company which has occurred betweenthe end of the Financial Year of the Company i.e. March 31 2016 and the date of thisReport.

Further no significant and material orders were passed by the regulators or courts ortribunals impacting the going concern status and Company’s operations in future.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information on conservation of energy technology absorption and foreign exchangeearnings and outgo is as under:

A. Conservation of Energy

The Company uses energy for its office equipment such as computers lighting andutilities at its work premises. As an ongoing process the following measures areundertaken to conserve energy: a) Implementation of viable energy saving proposals. b)Installation of automatic power controllers to save maximum charges and energy. c)Awareness and training sessions at regular intervals to concerned operational personnelon opportunities of energy conservation and their benefits.

B. Technology Absorption

The Company is investing in cutting edge technologies to upgrade its infrastructure setup and innovative technical solutions thereby increasing customer delight & employeeefficiency. Next Generation Business Intelligence & analytics tool have beenimplemented to ensure that while data continues to grow decision makers gets answersfaster than ever for timely & critical level decision making. The Company hasimplemented best of the breed applications to manage and automate its business processesto achieve higher efficiency data integrity and data security. It has helped it inimplementing best business practices and shorter time to market new schemes products andcustomer services. The Company has taken major initiatives for improved employeeexperience by implementing innovative solutions and empowering them by providing mobileplatform to manage their work while on the go.

The Company’s investment in technology has improved customer services reducedoperational cost and development of new business opportunities.

C. Foreign Exchange Earnings and Outgo

During the year under review while there were no foreign exchange earnings theforeign exchange outgo was Rs 2.75 Cr. The details of outgo are shown in the Note No. 29of Notes to the Accounts forming part of the Standalone Financial Statements. Members arerequested to refer to these Notes.

BUSINESS RISK MANAGEMENT

Pursuant to the applicable provisions of the Companies Act 2013 the Company hasformulated robust Business Risk Management framework to identify and evaluate businessrisks and opportunities. This framework seeks to create transparency minimize adverseimpact on its business objectives and enhance its competitive advantage. It defines therisk management approach across the Company and its subsidiaries at various levelsincluding the documentation and reporting. At present the Company has not identified anyelement of risk which may threaten its existence. The requirement of constituting RiskManagement Committee in terms of SEBI LODR Regulations is not applicable to the Company.

PARTICULARS OF EMPLOYEES

Pursuant to the applicable provisions of the Companies Act 2013 read with Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 disclosures onManagerial Remuneration are provided in "Annexure 4" forming part of thisReport. In terms of the provisions of Section 136(1) of the Companies Act 2013 read withthe said rules the Directors’ Report is being sent to all the shareholders of theCompany excluding the annexure on the names and other particulars of employees requiredin accordance with Rule 5.2 of said rules which is available for inspection by themembers subject to their specific written request in advance to the Company Secretary.The inspection is to be carried out at the Company’s Registered Office or at itsCorporate Office at Gurgaon during business hours on working days of the Company up todate of ensuing Annual General Meeting.

FAMILIARISATION PROGRAMME FOR NON-EXECUTIVE DIRECTORS

Non-Executive Directors are familiarised with their roles rights and responsibilitiesin the Company as well as with the nature of industry and business model of the Companythrough presentations about the Company’s strategy business model product andservice offerings customers’ & shareholders’ profile financial detailshuman resources technology facilities internal controls and risk management theirroles rights and responsibilities in the Company. The Board is also periodically briefedon the various changes if any in the regulations governing the conduct of non-executivedirectors including independent directors. The details of the familiarization programmeshave been hosted on the website of the company and can be accessed on the link:http://www.indiabullsrealestate.com/investor-relations/

LISTING AGREEMENT

The Securities and Exchange Board of India (SEBI) on September 2 2015 issued SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 with the aim toconsolidate and streamline the provisions of the Listing Agreement for different segmentsof capital markets to ensure better enforceability. The said Regulations were madeeffective from December 1 2015. Accordingly all listed entities were required to enterinto a fresh Listing Agreement within six months from the effective date. The Company dulyexecuted fresh Listing Agreements with National Stock Exchange of India Limited and BSELimited during December 2015.

SUBSIDIARY COMPANIES

Pursuant to Section 129 of the Companies Act 2013 the Company has prepared itsConsolidated Financial Statement along with all its subsidiaries in the same form andmanner as that of the Company which shall be laid before its ensuing 10thAnnual General Meeting along with its Standalone Financial Statement. The ConsolidatedFinancial Statements of the Company along with its subsidiaries for the year ended March31 2016 form part of this Annual Report.

For the performance and financial position of each of the subsidiaries of the Companyalong with other related information required pursuant to Rule 8(5)(iv) of the Companies(Accounts) Rules 2014 the Members are requested to refer to the statement given at theend of the Financial Statements of the Company.

COMMITTEES OF THE BOARD

In compliance with the relevant provisions of applicable laws and statutes the Companyhas the following Board constituted committees: Audit Committee Nomination andRemuneration Committee Stakeholders Relationship Committee Corporate Social ResponsibilityCommittee The details with respect to composition power role terms of reference etc.of each of these committees are given in the Corporate Governance Report forming part ofthis Annual Report.

In addition the Board has also constituted Compensation Committee for administrationof stock options Operations Committee and Management Committee for dealing with variousadministrative and operational matters.

NUMBER OF CASES FILED IF ANY AND THEIR DISPOSAL UNDER SECTION 22 OF THE SEXUALHARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION AND REDRESSAL) ACT 2013

The Company has zero tolerance towards any action on the part of any of its officialswhich may fall under the ambit of ‘Sexual Harassment’ at workplace and is fullycommitted to uphold and maintain the dignity of every woman employee of the Company. TheCompany’s Sexual Harassment Policy provides for protection against sexual harassmentof women at workplace and for prevention and redressal of such complaints.

During the financial year 2015-16 no cases of sexual harassment were reported.

VIGIL MECHANISM

The Company is committed to adhere to the highest standards of ethical moral and legalconduct of its business operations. To maintain these standards the Company hasimplemented the Whistle Blower Policy ("the Policy") to provide an avenue foremployees to report matters without the risk of subsequent victimization discriminationor disadvantage. The Policy applies to all employees working for the Company and itssubsidiaries. Pursuant to the Policy the whistle blowers can raise concerns relating tomatters such as breach of Company’s Code of Conduct fraud bribery corruptionemployee misconduct illegality misappropriation of Company’s funds / assets etc. Awhistle-blowing or reporting mechanism as set out in the Policy invites all employees toact responsibly to uphold the reputation of the Company and its subsidiaries. The Policyaims to ensure that serious concerns are properly raised and addressed and are recognizedas an enabling factor in administering good governance practices. The details of theWhistle Blower Policy are available on the website: http://www.indiabullsrealestate.com ofthe Company.