Your Directors have the pleasure of presenting the Thirty first Annual Report on thebusiness and operations of the Company together with the audited results for the financialyear ended March 31 2017.
Further to the approval by the shareholders the name of the company was changed fromPuravankara Projects Limited' to PURAVANKARA LIMITED' vide approval ofthe Registrar of Companies on December 21 2016 and the change took effect from January10 2017 on the website of the stock exchanges BSE Limited and National Stock ExchangeLimited.
|FINANCIAL HIGHLIGHTS || || |
( Rs Crore)
|Particulars || |
| ||Fiscal 2017 ||Fiscal 2016 ||Fiscal 2017 ||Fiscal 2016 |
|Total income (from operations) ||976.47 ||1015.69 ||1407.12 ||1584.04 |
|Profit before tax ||117.56 ||109.98 ||160.96 ||127.67 |
|Profit after tax/ Total profit for the year ||100.51 ||86.11 ||127.11 ||82.85 |
|Total Comprehensive income ||100.46 ||86.47 ||127.14 ||83.31 |
The standalone revenues of the Company stood at H976.47 crore compared to H1015.69crore in the previous fiscal showing a nominal decrease of 3.86%. The operating cashflows were however better profit after tax stood at H100.51 crore compared to H86.11crore in the previous fiscal showing an increase of 16.72%.
The consolidated revenues of the Company stood at H1407.12 crore compared to H1584.04crore in the previous fiscal showing a decrease of 11.16%. However the total profitafter tax for the year stood at H127.11 crore compared to H82.85 crore in the previousfiscal showing an increase of 53.42%.
Your Board approved a dividend policy for the Company at its meeting held on August 62013. The said dividend policy indicates that the Company shall endeavour to pay 33.33% ofthe PAT (Profit after Tax) earned by the Company during each financial year with regardto the business exigencies and general economic outlook for distribution as dividend tothe shareholders including dividend distribution tax and/ or such other taxes payable ondividend distributed.
In line with the aforesaid dividend policy and in line with the results of theCompany the Board had recommended a final dividend amounting to H2.25 (Rupees two pointtwo five only) per equity share (45%) on 237149686 equity shares of H5 each for thefinancial year ended March 31 2017 at its meeting held on May 29 2017 as compared to adividend of H0.782 per equity shares (15.61%) on237149686 equity shares of H5 each forthe financial year ended March 31 2016.
The Register of Members and Share Transfer Books will remain closed from August 222017 August 29 2017 (both days inclusive) for the purpose of payment of the finaldividend for the financial year ended March 31 2017. The Annual General Meeting (AGM) isscheduled to be held on August 29 2017.
The total outflow on account of dividend would be as follows:
| || ||( Rs Crore) |
|Particulars ||March 31 2017 ||March 31 2016 |
|Dividend ||53.36 ||18.50 |
|DDT ||10.86 ||3.77 |
|Total ||64.22 ||22.27 |
Thus the dividend for the financial year ended March 31 2017 at Rs. 53.36 croreswould be 29.39% higher than the dividend of Rs. 18.50 crores for the financial year endedMarch 31 2016.
Transfer to Reserves
The Board has decided to pay a dividend of H2.25 (Rupees two point two five only) perequity share (45%) for the financial year ended March 31 2017. Pursuant to Section 123 ofthe Companies Act 2013 no amount has been transferred to the General Reserve.
Details of Adequacy of Internal Financial Controls (IFC)
Pursuant to Section 134(5) (e) your Company has a proper and adequate system ofinternal financial controls (IFC) in place to ensure that all transactions are authorizedrecorded and reported correctly and assets are safeguarded and protected against lossfrom unauthorized use or disposition and smooth functioning of its business. The processesand the systems are reviewed constantly and changed to address the changing regulatory andbusiness environment. The control systems provide a reasonable assurance of recording thetransactions of its operations in all material aspects and of providing protection againstmisuse or loss of Company's assets. In addition there are operational controls and fraudrisk controls covering the entire spectrum of internal financial controls.
The ERP system which your Company had implemented has helped in further strengtheningthe IFC that are in place. The existing IFC and their adequacy are frequently reviewed andimproved upon to meet the changing business environment. The internal auditorsperiodically review the internal control systems policies and procedures for theiradequacy effectiveness and continuous operation for addressing risk management andmitigation strategies.
The paid-up equity share capital remained unchanged at H118.58 crore as on March 312017. There were no public issues rights issues bonus issues or preferential issuesetc. during the year.
The Company has not issued any shares with differential voting rights sweat equityshares nor has it granted any stock options.
During the year your Company has not issued any debentures and the total debenturesoutstanding as on the date of this report is H Nil.
During the year your Company did not invite nor accept any fixed deposits from thepublic and as such there existed no outstanding principal or interest obligations forfixed deposits as on the Balance Sheet date.
Directors And Key Managerial Personnel (KMP)
Pursuant to Section 149(4) of the Companies Act 2013 every listed company is requiredto have at least one-third of its directors to be independent directors. The Board has onehalf of its Directors in the category of independent directors in terms of Regulation 17of the Securities Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015 and Amendment Regulations 2016 (hereinafter referred toas Listing Regulations'). Pursuant to Companies Act 2013 at the AGM held onSeptember 22 2014 Mr. RVS Rao (DIN: 00061599) and Mr. Pradeep Guha (DIN: 00180427)Non-Executive Independent Directors' (NEID) were appointed as Non-ExecutiveIndependent Directors by the shareholders for a period of five years (from September 222014 to September 21 2019) and remuneration (in the form of commission) to be paid asdecided by the Board of Directors of the Company subject to the limits as approved bythem at the same AGM .
In terms of the provisions of the Companies Act 2013 and the Regulation 17 of theListing Regulations the Board shall be comprised with at least one woman director.
Dr. Suchitra Kaul Misra (DIN: 02254365) was appointed as a Director in the capacity ofNon-Executive Independent Director of the Company by the Board of Directors on March 212016. At the AGM held on September 27 2016 Dr. Suchitra Kaul Misra was appointed by theshareholders as Non-Executive Independent Director for a period of five years (from March21 2016 to March 20 2021) According to Section 149(13) of the Companies Act 2013 theIndependent Directors shall not be liable to retire by rotation. All the continuingNon-Executive Independent Directors' have submitted the Declaration of Independencepursuant to Section 149(7) of the Companies Act 2013 stating that they meet the criteriaof independence as per Section 149(6) of the said Act and Regulation 25 of the ListingRegulations.
The conditions relating to appointment of Non-Executive Independent Director'specified in the Act and the rules made thereunder and the Listing Regulations have beencomplied with. The existing Whole-time Directors Mr. Ravi Puravankara Chairman Mr.Ashish Ravi Puravankara Managing Director Mr. Nani R.Choksey Joint Managing Directorare liable to retire by rotation. In line with this requirement Mr.Ravi PuravankaraChairman of the Company is liable to retire by rotation at the forthcoming Annual GeneralMeeting and being eligible for reappointment offers himself for reappointment as aDirector. The Board recommends his reappointment.
The criteria for performance evaluation of Independent Directors Board Committees andother individual Directors includes criteria for performance evaluation of thenon-executive directors and executive directors. Pursuant to the provisions of CompaniesAct 2013 and Regulation 25 of the Listing Regulations the Board has carried out annualperformance evaluation of its own performance the directors individually. Details ofDirectors seeking reappointment at the Annual General Meeting (pursuant to Regulation 36of the Listing Regulations) forms part of the Notice of the Annual General Meeting.
Mr. Hari Ramakrishnan resigned as Chief Financial Officer on March 8 2017. YourDirectors place on record their appreciation of the valuable contribution made to theCompany by Mr. Hari Ramakrishnan. On the recommendation of the Nomination and RemunerationCommittee and pursuant to section 203 of the Companies Act 2013 Mr. Kuldeep Chawla wasappointed as Chief Financial Officer w.e.f. March 8 2017 and w.e.f. May 27 2016 Ms.Bindu. D was appointed as Company Secretary & as Compliance Officer of the Companyunder Listing Regulations w.e.f. the same date.
Mr. V. Ravi Kumar Reddy Company Secretary and Compliance officer resigned w.e.f. May2 2016.
Meetings of the Board
Four meetings of the Board of Directors were held during the year in line with therequirement under the Listing Regulations and the interval between any two meetings didnot exceed 120 days. For further details please refer report on Corporate Governanceforming part of this Annual Report.
Policies as required to be formulated under the Listing Regulations have been adoptedby the Company. The following policies have been placed on the website of your Company.
1. Code of conduct for prevention of insider trading
2. Code of practices and procedures for fair disclosure of UPSI (Unpublished PriceSensitive Information).
3. Policy for determining material subsidiaries
4. Policy on materiality of related party transactions
5. Policy for corporate social responsibility
6. Nomination and remuneration policy including criteria for making payment toDirectors (Non-Executive and Executive) and senior management personnel.
7. Risk management policy
Directors' Responsibility Statement
Pursuant to Section 134(5) of the Companies Act 2013 your Directors hereby confirmthat: a) in preparation of the annual accounts the applicable accounting standards havebeen followed; b) the Directors have selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company at the year ended March31 2017 and of the profit of the Company for that period; c) the Directors have takenproper and sufficient care for the maintenance of adequate accounting records inaccordance with the provisions of the Companies Act 2013 for safeguarding the assets ofthe Company and for preventing and detecting fraud and other irregularities; and d) theannual accounts of the Company have been prepared on a going concern' basis. e) theDirectors have laid down internal financial controls to be followed by the company andthat such internal financial controls are adequate and were operating effectively. f ) theDirectors have devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.
Directors' Remuneration Policy and Criteria for Matters Required Under Section 178
The Board as per the recommendation of the Nomination and Remuneration Committee hasframed a nomination and remuneration policy providing (a) criteria for determiningqualifications positive attributes and independence of directors and (b) a policy onremuneration for directors key managerial personnel and other employees. The detailedremuneration policy is placed on the Company's website: www. puravankara.com
With a view to familiarise the Independent Directors with the Company's operations asrequired under Listing Regulation 25(7) the Company has held various familiarisationprogrammes throughout the year on an ongoing basis. Some of the familiarisation programmescarried out during the year include:
1. Various presentations made by business heads of the Company from time to time ondifferent functions and areas.
2. Deliberations were held and the Directors were updated from time to time on majordevelopments in the areas of the Companies Act 2013 the Listing Regulations.
The details of the familiarisation programmes are also placed on the Company's website:www.puravankara.com
Auditors & Auditors' Report
M/s. Walker Chandiok & Co. LLP (formerly Walker Chandiok & Co) CharteredAccountants (LLP Registration No. 001076N/N500013) Statutory Auditors of the Companyhold office till the conclusion of the ensuing Annual General Meeting. Further to therecommendation of the Audit Committee the Board of Directors passed a resolution bycirculation on May 09 2017 whereby subject to the approval of the shareholders theBoard of Directors approved the appointment of M/s. S R Batliboi & Associates LLPChartered Accountants FRN 101049W/ E300004 as Statutory Auditors of the Company for aperiod of five years from the conclusion of ensuing 31st Annual General Meetingtill the conclusion of 36th Annual General Meeting. The Company has receivedfrom M/s. S R Batliboi & Associates LLP Chartered Accountants a consent letter tothe effect that their appointment if made would be within the prescribed limits underSection 141(3) (g) of the Companies Act 2013.
Necessary details have been annexed to the Notice of the meeting in line with therequirements of the Companies Act 2013.
The Consolidated Auditors' Report and the Standalone Auditors' Report to theshareholders for the year ended March 31 2017 does not have any qualification.
The Board appointed M/s. GNV Associates Cost Accountants; for conducting the audit ofcost records of the Company for the financial year 2016-17.
The Board appointed M/s JKS & Co. Company Secretaries to conduct the secretarialaudit for the financial year 2016-17. The Secretarial Audit Report for the financial yearended March 31 2017 is attached herewith marked as Annexure I to this Report.
Particulars of Loans Given Investments Made Guarantees Given and Securities Provided
Particulars of loans given investments made guarantees given and securities providedare disclosed in Note 5 and 6 to the standalone financial statement of the Company.
Contracts and Arrangements with Related Parties
All contracts/arrangements/transactions entered into by the Company during thefinancial year with related parties were in the ordinary course of business and on anarm's length basis. During the year the Company did not enter into any new contracts/arrangements/transactions with related parties which could be considered material inaccordance with the Company's policy pertaining to the materiality of related partytransactions.
The policy on materiality of related party transactions and dealing with related partytransactions as approved by the Board may be accessed on the Company's website:www.puravankara.com The details of the related party transactions are attached herewith asAnnexure II Form AOC-2
Consolidated Financial Statements
The Consolidated Financial Statements pursuant to Section 129(3) of the Companies Act2013 and Regulation 33 and Regulation 34 of the Listing Regulations and prepared inaccordance with the Indian Accounting Standards (IndAS) prescribed by the Institute ofChartered Accountants of India forms part of this Annual Report. The IndAS were notifiedby the Ministry of Corporate Affairs (MCA) vide its notification in the official gazetteon Feburary 16 2015 applicable to certain classes of companies. IndAS has replaced theexisting Indian GAAP prescribed under section 133 of the Companies Act 2013 read withrule 7 of the Companies Accounts Rules 2014. Your Company its subsidiaries have adoptedIndAS with effect from April 1 2016 pursuant to the notification by Ministry of CorporateAffairs on February 16 2015 notifying the Companies (Indian Accounting Standard) Rules2015. Your Company has published IND-AS Financials for the year ended March 31 2017 alongwith comparable as on March 31 2016 and Opening Statement of Assets and Liabilities as onApril 1 2015.
The accounting policies as set out in note 1 to the financial statements have beenapplied in preparing the financial statements for the year ended March 31 2017 thecomparative information is presented in the financial statements for the year ended March31 2016 and in the preparation of an opening IndAS balance sheet at April 1 2015 (theCompany's date of transition). The explanation to the transition from previous GAAP toIndAS and the effect on the Company's financial position financial performance and cashflows is set out in Note 49 of the financial statements.
The Company has in all 25 subsidiary companies (including four step-down subsidiariesin India and a step-down subsidiary in Sri Lanka) out of which 22 companies are in Indiaand three are abroad. Of these Provident Housing Limited an unlisted Indian Company is amaterial subsidiary as defined under the Listing Regulations.
Pursuant to Regulation 24 of the Listing Regulations an Independent Director on theBoard of the Company shall be a Director on the Board of Directors of an unlisted materialsubsidiary. Mr. RVS Rao and Mr. Pradeep Guha Independent Directors on the Board of theCompany are also members of the Board of Provident Housing Limited which is an unlistedmaterial subsidiary. The Audit Committee of the Company reviews the financial statementsof Provident Housing Limited and its minutes are placed before the Board of Directors ofthe Company.
During the year the following wholly-owned subsidiary companies were incorporated:
Purva Pine Private Limited
Purva Oak Private Limited
Three step down companies being wholly-owned subsidiaries of Provident Housing Limiteda subsidiary of the Company were incorporated:
Argan Properties Private Limited
Provident Meryta Private Limited
Provident Cedar Private Limited
Details of companies which became/ceased to be Company's subsidiaries joint venturesor associate companies are specified in Annexure III.
STATEMENT RELATING TO SUBSIDIARIES AND THEIR FINANCIAL STATEMENTS
Information regarding each subsidiary pertaining to capital reserves total assetstotal liabilities details of investment turnover profit before taxation provision fortaxation profit after taxation/loss and proposed dividend are attached herewith asAnnexure IV (i.e. Form AOC-1).
Your Directors hereby inform you that the audited annual accounts and relatedinformation of the subsidiaries will be available for inspection on any working day duringbusiness hours at the registered office of the Company.
In accordance with the provisions of Sections 136 of the Companies Act 2013 theannual financial statements and the related documents of the subsidiary companies of thecompany are placed on the Company's website: www.puravankara.com
Material Changes and Commitments
There have been no material changes and commitments affecting the financial position ofthe Company which have occurred between the end of the financial year of the Company towhich the Balance Sheet relates and the date of this Report.
Further to the date of the Balance Sheet the Company has entered into a facilityagreement with ICICI Bank Limited to avail facility of Rs.150 crores for Purva EvoqProject.
Energy Technology Absorption and Foreign Exchange
Information in accordance with the provisions of Section 134(3) (m) of the CompaniesAct 2013 read with Rule 8 of the Companies (Accounts) Rules 2014 regardingconservation of energy technology absorption and foreign exchange earnings and outgo:Technology absorption: Your Company firmly believes that adoption and use of technology isa fundamental business requirement for carrying out business effectively and efficiently.While the industry is labor intensive we believe that mechanisation of developmentthrough technological innovations is the way to address the huge demand supply gap in theindustry. We are constantly upgrading our technology to reduce costs and achieve economiesof scale. We have also invested in automating our processes to accelerate the decisionmaking process and have implemented Ramco ERP software during the year for the entiregroup. We intend to continue this process of investment in technology as the businessrequirements arise with the goals of improved business processes higher productivityenhanced quality and lower costs.
Energy: The Company is in the business of property development and does not requirelarge quantities of energy. However wherever possible energy saving measures areundertaken across all our projects.
Foreign exchange: Foreign exchange earned during the year ended March 31 2017stood at H2.45 crore while the expenditure stood at H6.72crore.
Risk Management Policy
Information on the development and implementation of a risk management policy for theCompany including identification therein of elements of risk which in the opinion of theBoard may threaten the existence of the Company is given in the Corporate GovernanceReport.
Corporate Social Responsibility (CSR)
Puravankara Limited has had a commitment to invest in social causes even before thesame was made mandatory under the Companies Act 2013. Our CSR initiatives have focused onimproving civic amenities promoting interest in arts and sports apart from sponsoringeducation to the needy. Efforts include the development and maintenance of roads parksfire station and a war memorial apart from supporting schools and crches for thechildren of unskilled labourers as well as support to old-age homes.
Constitution of Corporate Social Responsibility Committee
According to Section 135 of the Companies Act 2013 read together with Companies(Corporate Social Responsibility Policy) Rules 2014 and revised Schedule VII to the saidAct which came into effect from 1 April 2014 all companies having net worth of H500 croreor more or turnover of H1000 crore or more or a net profit of H5 crore or more duringany financial year are required to constitute a Corporate Social Responsibility (CSR)Committee of the Board of Directors comprising three or more directors with at least oneof them being an independent director. The Company has complied with the requirement.
Puravankara is firmly committed to drive change towards sustainability throughstrategic CSR initiatives. The Group's primary focus is to leverage the existingcapabilities and expertise of the organisation to create a visible impact in thecommunity. The initiatives driven by the Group are largely in the sphere of educationhealth and safety arts civic amenities as well as environment. With a growing focus onthe issues of global warming the Group has consciously undertaken environment managementmeasures and is nurturing and maintaining several parks/medians/nature strips aroundBangalore. Puravankara is committed to a greener and healthier tomorrow. The publicamenities maintained by the Group are at the Kamaraj Road Median Anil Kumble CircleCubbon Road Median New Indian Express Median in front of the Coffee Board MarathalliMedian Domlur Park Rest House Park. Recently we have been looking for furtheropportunities to be able to give back to the community. As part of this vision we are indiscussions with the Namma Metro Authorities to discuss how we can help support thesustainable maintenance of what we envision will be the life support of Bengaluru's masstransportation network. In keeping with our strategy of supporting under- privilegedchildren Puravankara Limited's 100% subsidiary Provident Housing was happy to supportChristel House Learning Center a place for disadvantaged children to grow achieve andrealise their dreams. The mission of Christel House is to help orphaned abandoned andunderprivileged children break the cycle of poverty and to make them self-sufficient andcontributing members of our society. A comprehensive holistic approach to childdevelopment is essential to fulfil this mission. We hope to continue this partnership inthe years to come.
The Group has also entered into an agreement with a Trust to promote education in thesphere of arts especially theatre dance and film making. The trust is managed by veteranartists and other renowned personalities who also organise international film festivals.The plan is to refurbish the theatre and the society building with the latest technologyto aid teaching and performance via social programmes. To promote and perpetuate theeducation of arts the Trust will collaborate with artists and also encourageparticipation of individuals- both these stakeholders have a unique role to play incommunity development. This financial year also saw Puravankara join hands with theWockhardt Foundation for a series of paediatric heart surgeries supporting underprivileged children. We hope to continue this association and are exploring opportunitiesto create safe after-school learning spaces. wherein the learning experience for childrencan be augmented and at the same time also be diverse from the traditional educationalmethods. Moving ahead Puravankara Group will continue on the path of its commitment tosustainability and as a valued partner in the community contribute meaningfully tocreate a lasting impact in the larger ecosystem.
Puravankara is in the process of creating a Charitable Trust PuravankaraFoundation to sparehead the group's CSR activities. The Annual report on CSR activities isattached herewith as Annexure V.
Extract of Annual Return
The extract of annual return of the Company pursuant to Section 92 of the CompaniesAct 2013 is attached herewith in form MGT-9 as Annexure VI to this Report.
Particulars of Employees and Related Disclosures
The statement containing particulars of employees including ratio of remuneration todirectors among others as required under Section 197(12) of the Companies Act 2013 readwith Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 are attached herewith as Annexure VII to this Report.
A separate section on Corporate Governance and a certificate from the StatutoryAuditors of the Company regarding the compliance of the conditions of Corporate Governanceas stipulated under Regulation 34 read with Schedule V of the Listing Regulations formspart of this Annual Report.
Management Discussion and Analysis
A separate section on management discussion and analysis as stipulated under Regulation34 of the Listing Regulations forms part of this Annual Report.
The long-term rating of the Company as per ICRA was reaffirmed as BBB with a stableoutlook in respect of the various fund and non-fund-based credit facilities totaling toH2500 crore sanctioned to the Company and H750 crore for Provident Housing Limited. Therating has been issued by ICRA during March 2017 and will be reviewed by them on anongoing basis.
Shares Under Compulsory Dematerialisation:
The Company's equity shares are compulsorily tradable in electronic form. As on 31March 2017 0.0002% of the Company's total paid-up equity capital representing 402 shares(six shareholders) is in physical form and the remaining shares namely 237149284(99.9998%) are in electronic form. In view of the numerous advantages offered by thedepository system the members holding shares in physical form are advised to avail of thefacility of de-materialisation.
| || || |
|Particulars ||Number of shares ||% |
|DEMAT ||237149284 ||99.9998% |
|PHYSICAL ||402 ||0.0002% |
|TOTAL ||237149686 ||100% |
Insider Trading Regulations
SEBI had brought in a new regulation named as SEBI (Prohibition of Insider TradingRegulation) 2015 in place of SEBI Insider Trading Regulations 1992. Pursuant to the newregulation your Company has formulated a Code of Conduct for Prevention of InsiderTrading & Code of Practices and Procedures for Fair Disclosure of Unpublished PriceSensitive Information and the same is placed in the website of your Company.
Your Directors state that no disclosure or reporting is required in respect of thefollowing items as there were no transactions on these items during the year under review:
1. Neither the Managing Director nor the Whole-time Directors of the Company receiveany remuneration or commission from any of its subsidiaries.
2. No significant or material orders were passed by the Regulators or Courts orTribunals which impact the going concern' status and Company's operations in future.
3. In compliance with the requirements of Prevention Prohibition and Redressalof Sexual Harassment of Women at Workplace Act 2013' introduced by the Government ofIndia which came into effect from December 9 2013 the Company has adopted aPolicy to provide Protection Against Sexual Harassment of Women in Workplace' whichhas been displayed on the website of the Company. During the year one complaint of sexualharassment was received and disposed off.
Your Directors express their grateful appreciation for the assistance and co-operationreceived from the financial institutions banks governmental authorities customersvendors and shareholders during the financial year. Your Directors would also like to onceagain place on record their appreciation for the employees across levels who throughtheir dedication cooperation support and intelligence have enabled the Company to movetowards achieving its corporate objectives.
|For and on Behalf of the Board of Directors |
|Ashish Ravi Puravankara ||Nani R. Choksey |
|Managing Director & Chief Executive Officer ||Joint Managing Director |
|DIN: 00504524 ||DIN: 00504555 |
|Bengaluru || |
|July 28 2017 || |