The Members Oberoi Realty Limited
Your Directors have pleasure in presenting the Eighteenth Annual Report of the Companyon the business and operations of the Company together with the Audited Statement ofAccounts for the year ended March 31 2016.
The Companys performance during the financial year ended March 31 2016 ascompared to the previous financial year is summarized below:
( in Lakh)
|Particulars ||Consolidated ||Standalone |
| ||2015-16 ||2014-15 ||2015-16 ||2014-15 |
|Revenue from operations ||140809.00 ||92266.75 ||117976.55 ||69924.06 |
|Other income ||3620.60 ||1748.52 ||14395.08 ||6181.49 |
|Total revenue ||144429.60 ||94015.27 ||132371.63 ||76105.55 |
|Expenses ||74063.80 ||40887.39 ||62322.20 ||30079.61 |
|Profit before interest depreciation amortisation ||70365.80 ||53127.88 ||70049.43 ||46025.94 |
|and taxes (EBITDA) || || || || |
|Depreciation and amortization ||4899.49 ||4029.30 ||4207.09 ||3351.16 |
|Interest and finance charges ||16.11 ||176.24 ||14.79 ||17.47 |
|Profit before tax ||65450.20 ||48922.34 ||65827.55 ||42657.31 |
|Tax expenses ||22859.00 ||17210.36 ||18280.94 ||12180.32 |
|Profit after tax ||42591.20 ||31711.98 ||47546.61 ||30476.99 |
Nature of Business
The Company is engaged in the activities of Real Estate Development and Hospitality. Onthe real estate development front the Company develops residential commercial retailand social infrastructure projects.
There was no change in nature of the business of the Company during the year underreview.
During the year under review your Companys consolidated total revenue stood atC144429.60 Lakh as compared to C94015.27 Lakh for the previous year representing anincrease of 53.62%; profit before tax stood at C65450.20 Lakh for the year under reviewas compared to C48922.34 Lakh for the previous year representing an increase of 33.78%and profit after tax stood at C42591.20 Lakh as compared to C31711.98 Lakh for theprevious year representing an increase of 34.31%.
During the year under review the Total Revenue stood at C132371.63 Lakh as comparedto C76105.55 Lakh for the previous year representing an increase of 73.93%; profit beforetax stood at C65827.55 Lakh for the year under review as compared to C42657.31 Lakh forthe previous year representing an increase of 54.32% and profit after tax stood atC47546.61 Lakh as compared to C30476.99 Lakh for the previous year representing anincrease of 56.01%.
Report on performance and financial position of subsidiaries associates and jointventure companies
The performance and financial position of each of the subsidiaries associates andjoint venture companies for the year ended March 31 2016 is attached to the financialstatements hereto.
No company has become or ceased as subsidiary associates and joint ventures duringthe year under review.
Transfer to Reserves
It is not proposed to transfer any amount to reserves out of the profits earned duringFY2015-16.
Despite macro-economic headwinds sluggish industry volume numbers and increased coststhere is an overall improvement in business/ investment sentiment and taking intoconsideration the stable performance of your Company and in recognition of the trust inthe management by the members of the Company your Directors had declared an interimdividend on the equity shares of C10 each fully paid-up at the rate of C2/- per share(i.e. 20%) for the FY2015-16. It is proposed to the members that the said interim dividendfor the FY2015-16 as declared by the Board of Directors shall be confirmed as the finaldividend for the said financial year
During the year under review your Company neither accepted any deposits nor there wereany amounts outstanding at the beginning of the year which were classified asDeposits in terms of Section 73 of the
Companies Act 2013 read with the Companies (Acceptance of Deposit) Rules 2014 andhence the requirement for furnishing of details of deposits which are not in compliancewith 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 whichcould affect the
Companys financial position have occurred between the end of the financial yearof the Company and date of this report.
Internal Financial Controls
The Internal Financial Controls with reference to financial statements as designed andimplemented by the Company are adequate.
During the year under review no material or serious observation has been received fromthe Statutory Auditors and the Internal Auditors of the Company on the inefficiency orinadequacy of such controls
Internal Control Systems
Adequate internal control systems commensurate with the nature of the companysbusiness and size and complexity of its operations are in place and have been operatingsatisfactorily. Internal control systems comprising of policies and procedures aredesigned to ensure reliability of financial reporting timely feedback on achievement ofoperational and strategic goals compliance with policies procedure applicable laws andregulations and that all assets and resources are acquired economically used efficientlyand adequately protected.
Disclosure of orders passed by regulators or courts or tribunal
No significant and material by any Regulator or Court or Tribunal which can have impacton the going concern status and the Companys operations in future.
Particulars of contracts or arrangements with related parties
All the transactions/contracts/arrangements of the nature as specified in Section188(1) of the Companies Act
2013 entered by the Company during the year under review with related party(ies) are inthe ordinary course of business and on arms length basis. Hence Section 188(1) isnot applicable and consequently no particulars in form AOC-2 are furnished.
Particulars of loans guarantees investments under Section 186
The particulars of loans guarantees and investments given/ made during the financialyear under review and governed by the provisions of Section 186 of the Companies Act 2013has been furnished in Annexure I which forms part of this report.
Disclosure relating to equity shares with differential rights
The Company has not issued any equity shares with differential rights during the yearunder 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 andhence no information as per provisions of Rule 8(13) of the Companies (Share Capital andDebenture) Rules 2014 is furnished.
Disclosure relating to Employee Stock Option Scheme and Employee Stock Purchase Scheme
During the year under review the employee stock options vested in Option Grantees onMay 4 2012 expired on May 4 2015 for non exercise within the Exercise Period.
Further during the year under review certain Option Grantees have exercised 65876options vested in them.orders have been passed In compliance with the provisions of Rule12(9) of the Companies (Share Capital and Debenture) Rules 2014 and SEBI (Employee ShareBased Employee Benefits)
Regulations 2014 the details of Employee Stock Option Scheme as on March 31 2016 isfurnished in Annexure II attached herewith and forms part of this Report.
Preferential Allotment of Shares
During the year under review the Company made an allotment on preferential basis of11000000 equity shares of face value of C10 each (the "Equity Shares") at aprice of C295 per Equity Share aggregating up to C324.50 Crore (Rupees Three HundredTwenty Four Crores and Fifty Lakh only).
As a consequence of the ESOP and preferential allotments the equity share capital hasincreased from C3282379690 to C3393038450. All the new
Equity shares so allotted rank pari-passu in all respect with the existing Equityshares.
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 nodisclosure under Rule 16(4) of the Companies (Share Capital and Debentures) Rules 2014has been furnished.
Matters Related to Directors and Key Managerial Personnel
Board of Directors and Key Managerial Personnel
There was no change in the composition of Board of Directors and the Key ManagerialPersonnel during the year under review. Mr. Karamjit Singh Kalsi who was appointed as anAdditional Director in September 2014 was appointed as a Director of the Company in thelast Annual General Meeting.
Declarations by Independent Directors
Pursuant to the provisions of sub-section (7) of Section 149 of the Companies Act2013 the Company has received individual declarations from all the Independent Directorsconfirming that they fulfill the criteria of independence as specified in Section 149(6)of the Companies Act 2013.
Disclosures Related to Board Committees and Policies
The Board of Directors met 6 times during the financial year ended March 31 2016 inaccordance with the provisions of the Companies Act 2013 and rules made there under. Allthe Directors actively participated in the meetings and provided their valuable inputs onthe matters brought before the Board of Directors from time to time.
Additionally during the financial year ended March 31 2016 the Independent Directorsheld a separate meeting in compliance with the requirements of Schedule IV of theCompanies Act 2013 and the provisions of (erstwhile) Listing Agreement and SEBI (ListingObligations And Disclosure Requirements) Regulations 2015.
Directors Responsibility Statement
In terms of Section 134(5) of the Companies Act 2013 in relation to the auditedfinancial statements of the Company for the year ended March 31 2016 the Board ofDirectors hereby confirms that: a. in the preparation of the annual accounts theapplicable accounting standards had been followed along with proper explanation relatingto material departures wherever applicable; b. such accounting policies have beenselected and applied consistently and the Directors made judgments and estimates 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 of the profits of the Company for the year ended on thatdate; c. proper and sufficient care was taken for the maintenance of adequate accountingrecords in accordance with the provisions of the Companies Act 2013 for safeguarding theassets 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 thatsuch internal financial controls are adequate and were operating effectively; f. propersystems have been devised to ensure compliance with the provisions of all applicable lawsand that such systems were adequate and operating effectively.
Nomination and Remuneration Committee
A Nomination and Remuneration Committee is in existence in accordance with theprovisions of subsection (3) of Section 178 of the Companies Act 2013.
Kindly refer section on Corporate Governance under head NominationRemuneration Compensation and Management Development Committee for matters relatingto constitution meetings functions of the Committee and the remuneration policyformulated by this Committee.
An Audit Committee is in existence in accordance with the provisions of Section 177 ofthe Companies Act 2013. Kindly refer section on Corporate Governance under headAudit Committee for matters relating to constitution meetings and functionsof the Committee.
Corporate Social Responsibility Committee
As per the provisions of Section 135 of the Companies Act 2013 a Corporate SocialResponsibility (CSR) Committee constituted by the Board of Directors exits.
For details of the composition of the Committee the CSR policy and other relevantdetails that are required to be disclosed under the provisions of Section 134(3)(o) of theCompanies Act 2013 and the Companies (Corporate Social Responsibility Policy) Rules2014 kindly refer Annexure III thereto which forms part of this report.
Other Board Committees
For details of other board committees kindly refer the section on CorporateGovernance.
Vigil Mechanism for the Directors and Employees
In compliance with the provisions of Section 177(9) of the Companies Act 2013 theBoard of Directors of the Company has framed the "Whistle Blower Policy" as thevigil mechanism for Directors and employees of the Company.
The Whistle Blower Policy is disclosed on the website of the Company athttp://www.oberoirealty.com/pdf/2015/ Whistle_Blower_Policy.pdf
During the year under review no instances of fraud were reported by the StatutoryAuditors of the Company.
Risk Management Policy
The Board of Directors of the Company has in place a Risk Management Policy which aimsat enhancing shareholders value and providing an optimum risk-reward tradeoff. Therisk management approach is based on a clear understanding of the variety of risks thatthe organization faces disciplined risk monitoring and measurement and continuous riskassessment and mitigation measures.
Annual Evaluation of Directors Committee and Board
The Nomination and Remuneration Committee of the Board has formulated a PerformanceEvaluation Framework under which the Committee has identified criteria upon which everyDirector shall be evaluated. Similarly the framework provides the manner in which theDirectors as a collective unit in the form of Board Committees and the Board function andperform.
Particulars of Employees and Remuneration
The information as required under the provisions of Section 197(12) of the CompaniesAct 2013 and Rule 5 of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 are set out in Annexure IV hereto which forms part of this report.
Payment of remuneration / commission to Managerial personnel from holding or subsidiarycompanies:
None of the managerial personnel i.e. Managing Director and Whole Time Director of theCompany is in receipt of remuneration/commission from the holding or subsidiary company ofthe Company.
Auditors and their Reports
The matters related to Auditors and their Reports are as under:
Observations of statutory auditors on accounts for the year ended March 31 2016:
The auditors report does not contain any qualification reservation or adverseremark or disclaimer.
Secretarial Audit report for the year ended March 31 2016:
As required under provisions of Section 204 of the Companies Act 2013 the report inrespect of the Secretarial Audit carried out by M/s. Rathi and Associates
Company Secretaries in Form MR-3 for the FY2015-16 forms part to this report. The saidreport does not contain any adverse observation or qualification requiring explanation orcomments from the Board under Section 134(3) of the Companies Act 2013.
Statutory Auditors appointment:
Pursuant to the provisions of Section 139 of the Companies Act 2013 and the Companies(Audit and Auditors) Rules 2014 M/s. P. Raj & Co. Chartered Accountants theStatutory Auditors of the Company hold office upto the conclusion of the Nineteenth(19th) Annual General Meeting. However their appointment as Statutory Auditors of theCompany is subject to ratification by the Members at every Annual General Meeting. TheCompany has received a certificate that they are eligible to hold office as the Auditorsof the Company and are not disqualified for being so appointed. Necessary resolution forratification of appointment of the said Auditors is included in the Notice of AnnualGeneral Meeting for seeking approval of members.
Pursuant to the provisions of Section 148 of the Companies Act 2013 read withnotifications/ circulars issued by the Ministry of Corporate Affairs from time to time andas per the recommendation of the Audit Committee the Board of Directors at their meetingdated April 30 2015 appointed M/s. Kishore Bhatia & Associates Cost Accountants asthe Cost Auditors of the Company for
FY2015-16. The Cost Audit Report will be filed within the period stipulated under theCompanies Act 2013.
In respect of FY2016-17 the Board based on the recommendation of the Audit Committeehas approved the appointment of M/s. Kishore Bhatia & Associates Cost Accountants asthe Cost Auditors of the Company.
A resolution for ratification of the payment to be made for such appointment isincluded in the notice of the ensuing Annual General Meeting.
Other disclosures as per provisions of Section 134 of the Act read with Companies(Accounts) Rules 2014 are furnished as under:
Extract of Annual Return:
Pursuant to the provisions of Section 134(3)(a) of the Companies Act 2013 Extract ofthe Annual Return for the financial year ended March 31 2016 made under the provisions ofSection 92(3) of the Act is attached as Annexure V which forms part of this Report.
Conservation of energy technology absorption and foreign exchange earnings and outgo:
The particulars as required under the provisions of Section 134(3) (m) of the CompaniesAct 2013 read with Rule 8 of the Companies (Accounts) Rules 2014 in respect ofconservation of energy and technology absorption have not been furnished considering thenature of activities undertaken by the Company during the year under review.fromthesaidAuditors The details of foreign exchange earnings and outgo during the yearunder review is as under:
|Value of Imports (on C. I. F. Basis) || ||(C in Lakh) |
|Particulars ||2015-16 ||2014-15 |
|Materials ||809.70 ||211.59 |
|Capital Goods ||219.11 ||66.14 |
Expenditure in Foreign currency (on payment basis)
( C in Lakh)
|Particulars ||2015-16 ||2014-15 |
|Foreign Travel ||9.94 ||19.00 |
|Professional Fees ||422.29 ||101.04 |
|Others ||990.59 ||1059.62 |
Earnings in Foreign Currency (on receipts basis) (C in Lakh)
|Particulars ||2015-16 ||2014-15 |
|Sale of residential units ||274.73 ||583.99 |
|Hospitality services ||5660.44 ||5459.73 |
Out of the Equity Shares allotted to the successful applicants in the IPO concluded inthe month of October 2010 200 unclaimed Equity Shares are pending for credit to the demataccounts of the respective allottees which shares stands transferred to the unclaimedshares demat suspense account in accordance with the requirements of (erstwhile) ListingAgreement and SEBI (Listing Obligations And Disclosure Requirements) Regulations 2015.
The requisite disclosures under SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 in respect of the unclaimed shares are as under:
|Particulars ||No. of shareholders ||No. of shares |
|Aggregate number of shareholders and the outstanding shares in the suspense account lying at the beginning of the year ||2 ||200 |
|Number of shares transferred to the suspense account during the year ||Nil ||Nil |
|Number of shareholders who approached the Company for transfer of shares from suspense account during the year ||Nil ||Nil |
|Number of shareholders to whom shares were transferred from suspense account during the year ||Nil ||Nil |
|Aggregate number of shareholders and the outstanding shares in the suspense account lying at the end of the year ||2 ||200 |
The voting rights in respect of the above 200 equity shares are frozen. No corporatebenefits in the nature of bonus split rights had accrued on the aforesaid 200 equityshares.
Unclaimed and Unpaid Dividends
As on March 31 2016 amounts of C15239 C19080 C39536 C40294 and C59084 arelying in the unpaid equity dividend account of the Company in respect of the dividends forFY2010-11 FY2011-12 FY2012-13 FY2013-14 and FY2014-15 respectively. Members who havenot yet received/ claimed their dividend entitlements are requested to contact the Companyor the Registrar and Transfer Agents of the Company.
Service of documents through electronic means
All documents including the Notice and Annual Report shall be sent through electronictransmission in respect of members whose email IDs are registered in their demat accountor are otherwise provided by the members. A member shall be entitled to request forphysical copy of any such documents.
Internal Complaint Committee
The Internal Complaint Committee (ICC) of the
Company as required under The Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013 was reconstituted during the year under review withMs. Rochelle Chatterjee Ms. Shilpa Chandorkar Ms. Rakhee Desai and Mr. Ketan Raikar asthe employee members. The Company is strongly opposed to sexual harassment and employeesare made aware about the consequences of such acts and about the constitution of ICC.
During the year under review no complaints were filed with the Committee under theprovisions of the said Act.
The report on Corporate Governance and the certificate from the Statutory Auditorsregarding compliance with the conditions of Corporate Governance have been furnished inthe 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 theAnnual Report and forms a part of the Annual Report.
Acknowledgements and Appreciation:
Your Directors take this opportunity to thank the employees customers suppliersbankers business partners/associates financial institutions and various regulatoryauthorities for their consistent support/ encouragement to the Company.
Your Directors would also like to thank the Members for reposing their confidence andfaith in the Company and its Management.
For and on behalf of the Board
Chairman & Managing Director
Mumbai April 29 2016
Oberoi Realty Limited
Commerz 3rd Floor International Business Park Oberoi Garden City Off WesternExpress Highway
Goregaon (East) Mumbai - 400 063
CIN:L45200MH1998PLC114818 Telephone No. : +91 22 6677 3333
Fax No. : +91 22 6677 3334
Mail : email@example.com Website : www.oberoirealty.com