The Members Oberoi Realty Limited
Your Directors have pleasure in presenting the Nineteenth Annual Report of the Companyon the business and operations of the Company together with the Audited FinancialStatement for the year ended March 31 2017.
The Company's performance during the financial year ended March 31 2017 as compared tothe previous financial year is summarized below: ( ` in Lakh)
|Particulars || |
| ||2016-17 ||2015-16 ||2016-17 ||2015-16 |
|Revenue from operations ||111374.39 ||141614.71 ||89071.20 ||118352.69 |
|Other income ||4729.80 ||4276.70 ||5837.01 ||16561.47 |
|Total revenue ||116104.19 ||145891.41 ||94908.21 ||134914.16 |
|Expenses ||59874.50 ||79567.13 ||47295.00 ||66842.35 |
|Profit before tax ||56229.69 ||66324.28 ||47613.21 ||68071.81 |
|Tax expenses ||18684.86 ||22928.18 ||15548.24 ||18313.57 |
|Share of Profit / (loss) of associates / joint ventures (net) ||313.93 ||159.50 ||- ||- |
|Profit after tax ||37858.76 ||43555.60 ||32064.97 ||49758.24 |
|Other comprehensive income/ (expenses) ||22.48 ||(28.05) ||20.52 ||(7.54) |
|Total Comprehensive Income for the year ||37881.24 ||43527.55 ||32085.49 ||49750.70 |
The above is an extract from the financial statements prepared in accordance with theIndian Accounting Standards as notified under section 133 of the Companies Act 2013 readwith Rule 3 of the Companies (Indian Accounting Standards) Rules 2015 by the Ministry ofCorporate Affairs as amended by the Companies (Indian Accounting Standards) Rules 2016.
Nature of Business
The Company is engaged in the activities of Real Estate Development and Hospitality. Onthe real estate development front the Company develops residential commercial retailand social infrastructure projects. There was no change in nature of the business of theCompany during the year under review.
During the year under review your Company's consolidated total revenue stood at `116104.19 Lakh as compared to
` 145891.41 Lakh for the previous year representing a decrease of 20.42%; profitbefore tax stood at ` 56229.69 Lakh for the year under review as compared to ` 66324.28Lakh for the previous year representing a decrease of 15.22%; and the total comprehensiveincome stood at ` 37881.24 Lakh as compared to ` 43527.55 Lakh for the previous yearrepresenting a decrease of 12.97%.
During the year under review the total revenue stood at ` 94908.21 Lakh as comparedto ` 134914.16 Lakh for the previous year representing a decrease of 29.65%; profitbefore tax stood at ` 47613.21 Lakh for the year under review as compared to ` 68071.81Lakh for the previous year representing a decrease of 30.05%; and the total comprehensiveincome stood at ` 32085.49 Lakh as compared to ` 49750.70 Lakh for the previous yearrepresenting a decrease of 35.51%.
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 2017 is attached to the financialstatements hereto.
No company has become or ceased as subsidiary associate and joint venture during theyear under review.
Transfer to Reserves
It is not proposed to transfer any amount to reserves out of the profits earned duringFY 2016-17.
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 the Directors are pleased to recommend adividend at the rate of ` 2 per equity share i.e. 20% of the paid up Equity Share Capitalfor the year ended March 31 2017 (previous year:
` 2 per Equity Share (i.e. 20%) of the paid up Equity Share Capital).
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 and hence the requirement for furnishing of detailsof deposits which are not in compliance with the Chapter V of the Companies Act 2013 isnot 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 Company's financial position have occurred between the end of thefinancial year of 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 orserious observation has been received from the Statutory Auditors and the InternalAuditors 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'sbusiness 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 orders have been passed by any Regulator or Court orTribunal which can have impact on the going concern status and the Company's operations infuture.
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 withrelated party(ies) are in ordinary course of business and on arm's length. Further none ofsuch transactions/contracts/arrangements are material (i.e. satisfying the criteriaprovided in first provisio of section 188(1) of the Companies Act 2013) in nature. Henceno 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 attached herewith and forms part of this report.
Disclosure relating to equity shares with differential rights
The Company has not issued any equity shares with differential rights during the 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 unexercised portion of employee stock options vestedin Option Grantees on May 4 2013 expired on May 4 2016 for non-exercise within theExercise Period. Further during the year under review certain Option Grantees haveexercised 231581 options vested in them.
In compliance with the provisions of Rule 12(9) of the Companies (Share Capital andDebenture) Rules 2014 and SEBI (Employee Share Based Employee Benefits) Regulations2014 the details of Employee Stock Option Scheme as on March 31 2017 are furnished in AnnexureII attached herewith and forms part of this report.
Disclosures in respect of voting rights not directly exercised by employees
There are no shares held by trustees for the benefit of employees and hence 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.
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 5 times during the financial year ended March 31 2017 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 onDecember 23 2016 the Independent Directors held a separate meeting in compliance withthe 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 auditedfinancial statements of the Company for the year ended March 31 2017 the Board ofDirectors hereby confirms that:
a. in the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanations relating to material departures whereverapplicable;
b. such accounting policies have been selected and applied consistently and theDirectors made judgments and estimates that are reasonable and prudent so as to give atrue and fair view of the state of affairs of the Company as at March 31 2017 and of theprofits of the Company for the year ended on that date;
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 andthat such internal financial controls are adequate and were operating effectively;
f. proper systems have been devised to ensure compliance with the provisions of allapplicable 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 theprovisions of sub-section (1) of Section 178 of the Companies Act 2013. Kindly refersection on Corporate Governance under head Nomination Remuneration Compensationand Management Development Committee' for matters relating to constitution meetingsfunctions of the Committee and the remuneration policy formulated 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 functions of theCommittee.
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 exists.
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 attached herewith and which forms part of thisreport.
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/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 put in place a Risk Management Policy whichaims at 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 every Committee and the Board as a whole shall be evaluated.
Particulars of Employees and Remuneration
The information as required under the provisions of Section 197(12) of the CompaniesAct 2013 and Rule 5 of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 are set out in Annexure IV attached herewith and whichforms part of this report.
Payment of remuneration / commission to Managerial personnel from holding or subsidiarycompanies:
None of the managerial personnel i.e. the Managing Director and the Whole Time Directorof the Company are in receipt of remuneration/commission from the holding or subsidiarycompany of the Company.
Auditiors and their reports
The matters related to Auditors and their Reports are as under:
Observations of statutory auditors on financial statements for the year ended March 312017:
The auditor's report does not contain any qualification reservation or adverse remarkor disclaimer or modified opinion.
Secretarial Audit report for the year ended March 31 2017:
As required under provisions of Section 204 of the Companies Act 2013 the report inrespect of the Secretarial Audit carried out by M/s. Rathi and Associates CompanySecretaries in Form MR-3 for the FY 2016-17 forms part to this report. The said reportdoes not contain any adverse observation or qualification or modified opinion requiringexplanation or comments from the Board under Section 134(3) of the Companies Act 2013.
Statutory Auditors appointment:
In terms of provisions of Section 139 of Companies Act 2013 read with the Companies(Audit and Auditors) Rules 2014 as amended M/s. P. Raj & Co. CharteredAccountants the existing Statutory Auditors shall vacate their office on the conclusionof ensuing Nineteenth Annual General Meeting. The Audit Committee and the Board ofDirectors has recommended to the members of the Company the appointment of S R B C &Co LLP Chartered Accountants as the next auditors and if approved by the members S R BC & Co LLP shall hold office from the conclusion of Nineteenth (19th) Annual GeneralMeeting till the conclusion of the Twenty Fourth (24th) Annual General Meeting subject toratification of such appointment by members at every AGM in accordance with the provisionsof said Section.
Necessary resolution for appointment of the said S R B C & Co LLP as auditors ofthe company is included in the Notice of Annual General Meeting for seeking approval ofmembers.
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 29 2016 appointed M/s. Kishore Bhatia & Associates Cost Accountants asthe Cost Auditors of the Company for FY2016-17. The Cost Audit Report for FY2016-17 willbe filed within the period stipulated under the Companies Act 2013.
In respect of FY2017-18 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 remuneration to bepaid for such appointment is included 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 2017 made under the provisions ofSection 92(3) of the Act is attached as Annexure V attached herewith and whichforms 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.
The details of foreign exchange earnings and outgo during the year under review is asunder:
Value of Imports (on C. I. F. Basis)
( ` in Lakh)
|Particulars ||2016-17 ||2015-16 |
|Materials ||1360.46 ||809.70 |
|Capital Goods ||6.64 ||219.11 |
Expenditure in Foreign currency (on payment basis)
|Particulars ||2016-17 ||2015-16 |
|Foreign Travel ||2.40 ||9.94 |
|Professional Fees ||179.43 ||422.29 |
|Others ||1148.17 ||990.59 |
Earnings in Foreign Currency (on receipts basis)
|Particulars ||2016-17 ||2015-16 |
|Sale of residential units ||88.12 ||274.73 |
|Hospitality services ||5656.71 ||5660.44 |
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 2017 amounts of ` 15099 ` 18640 ` 38836 ` 39654 ` 56486 and `44618 are lying in the unpaid equity dividend account of the Company in respect of thedividends for FY 2010-11 FY 2011-12 FY 2012-13 FY 2013-14 FY 2014-15 and FY 2015-16respectively. Members who have not yet received/ claimed their dividend entitlements arerequested to contact the Company or the Registrar and Transfer Agents of the Company.
Service of documents through electronic means
Subject to the applicable provisions of the Companies Act 2013 all documentsincluding the Notice and Annual Report shall be sent through electronic transmission inrespect of members whose email IDs are registered in their demat account or are otherwiseprovided by the members. A member shall be entitled to request for physical copy of anysuch documents.
Internal Complaint Committee
The Internal Complaint Committee ('ICC'') of the Company as required under TheSexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013exists for the real estate division as well as the hospitality division WestinMumbai Garden City' ("WMGC"). The Company is strongly opposed to sexualharassment and employees are made aware about the consequences of such acts and about theconstitution of ICC.
During the year under review 4 complaints were filed with the ICC of WMGC under theprovisions of the said Act of which one was pending disposal at the end of year whichhowever stands disposed of as on date this report.
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.
Business Responsibility Report
In compliance with the Regulation 34(2)(f) of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 read with SEBI circular dated December 272015 the Business Responsibility Report for the financial year ended March 31 2017 hasbeen 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 DisclosureRequirements) Regulations 2015 the Dividend Distribution Policy formulated by theCompany is available on the website of the Company www.oberoirealty.com.
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 |
|Vikas Oberoi |
|Chairman & Managing Director |
|DIN: 00011701 |
|Mumbai May 4 2017 |
|Registered Office |
|Oberoi Realty Limited |
|Commerz 3rd Floor |
|International Business Park Oberoi Garden City |
|Off Western Express Highway Goregaon (East) |
|Mumbai 400 063 |
|CIN: L45200MH1998PLC114818 |
|Telephone No.: (022) 6677 3333 |
|Fax No.: (022) 6677 3334 |
|Mail : firstname.lastname@example.org |
|Website: www.oberoirealty.com |