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Puravankara Ltd.

BSE: 532891 Sector: Infrastructure
NSE: PURVA ISIN Code: INE323I01011
BSE LIVE 15:40 | 18 Aug 72.20 0.70






NSE 15:59 | 18 Aug 71.60 -2.00






OPEN 71.00
VOLUME 22509
52-Week high 79.95
52-Week low 37.20
P/E 16.04
Mkt Cap.(Rs cr) 1,712
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 71.00
CLOSE 71.50
VOLUME 22509
52-Week high 79.95
52-Week low 37.20
P/E 16.04
Mkt Cap.(Rs cr) 1,712
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Puravankara Ltd. (PURVA) - Director Report

Company director report

Dear shareholders

Your Directors have the pleasure of presenting the thirtieth Annual Report on thebusiness and operations of the Company together with the audited results for the financialyear ended March 31 2016.

Standalone Consolidated
Particulars Fiscal 2016 Fiscal 2015 Fiscal 2016 Fiscal 2015
Rs. crore Rs. crore Rs. crore Rs. crore
Total income 983.49 1201.99 1550.70 1672.34
Profit before tax 94.66 77.17 107.61 159.82
Net profit for the year 77.49 85.33 66.81 132.73


The standalone revenues of the Company stood at Rs.983.49 crore compared to Rs.1201.99crore in the previous fiscal showing a decrease of 18.18%. Profit after tax stood atRs.77.49 crore compared to Rs.85.33 crore in the previous fiscal showing a decrease of9.19%.

The consolidated revenues of the Company stood at Rs.1550.70 crore compared toRs.1672.34 crore in the previous fiscal showing a decrease of 7.27%. Profit after taxstood at Rs.66.81 crore compared to Rs.132.73 crore in the previous fiscal showing adecrease of 49.66%.


Your Board approved a dividend policy for the Company at its meeting held on August 62013. The said dividend policy indicate that the Company will 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 the Board had recommended a final dividendamounting to Rs.0.782 (Rupees zero point seven eight two) per equity share (15.61%) on237149686 equity shares of Rs.5 each for the financial year ended March 31 2016 atits meeting held on May 27 2016.

The Register of Members and Share Transfer Books will remain closed from September 202016–September 27 2016 (both days inclusive) for the purpose of payment of the finaldividend for the financial year ended March 31 2016. The AGM (Annual General Meeting) isscheduled to be held on September 27 2016.

The total outflow on account of dividend would be as follows:

(Rs. crore)

Particulars 31st March 2016 31st March 2015
Dividend 18.50 36.76
DDT 3.77 7.48
Total 22.27 44.24


The Board has decided to pay a dividend of Rs.0.782 (Rupees zero point seven eight twoonly) per equity share (15.61%) for the financial year ended March 31 2016. Pursuant toSection 123 of the Companies Act 2013 no amount has been transferred to the GeneralReserve.


Pursuant to Section 134(5) (e) your Company has a proper and adequate system ofinternal controls in place to ensure that all transactions are authorised recorded andreported correctly and assets are safeguarded and protected against loss fromunauthorised use or disposition and smooth functioning of its business. The processes andthe 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 andfraud risk 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 stood at Rs.118.58 crore as on March 31 2016. Therewere no public issues rights issues bonus issues or preferential issues etc during theyear.

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 Rs. Nil.


During the year your Company did not invite nor accept any fixed deposits from publicand as such there existed no outstanding principal or interest as on the Balance Sheetdate.


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 on 22September 2014 Mr. RVS Rao (DIN: 00061599) and Mr. Pradeep Guha (DIN: 00180427) theexisting ‘Non-Executive Independent Directors’ (NEID) were appointed asNon-Executive Independent Directors by the shareholders for a period of five years (from22 September 2014 to 21 September 2019) and remuneration (in the form of commission) to bepaid as decided by the Board of Directors of the Company subject to the limits asapproved by them 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.

The Board appointed Mrs. Geetanjali Vikram Kirloskar (DIN:01191154) as an additionaldirector in the capacity of Non-Executive Independent Director of the Company and theappointment was approved by the shareholders at the AGM held on September 24 2015 for atenure of five years.

Mrs. Geetanjali Vikram Kirloskar resigned w.e.f. the closing hours of December 222015. The Board acknowledges the contributions made by Mrs. Geetanjali Vikram Kirloskar.

On the recommendation of the Nomination and Remuneration Committee Dr. Suchitra KaulMisra (DIN: 02254365) was appointed as Director in the capacity of Non-ExecutiveIndependent Director of the Company by the Board of Directors on March 21 2016 subjectto the approval of the shareholders at the forthcoming Annual General Meeting. Keeping inview the overall limit of five years (extendable by additional term of five more years)and subject to the approval of the shareholders the term of proposed appointment would beup to March 20 2021.

Necessary details have been annexed to the Notice of the meeting in line with theprovisions of Section 102(1) of the Companies Act 2013.

According to Section 149(13) of the Companies Act 2013 the Independent Directorsshall not be liable to retire by rotation.

All the continuing ‘Non-Executive Independent Directors’ have submitted theDeclaration of Independence pursuant to Section 149(7) of the Companies Act 2013stating that they meet the criteria of independence as per Section 149(6) of the said Actand Regulation 25 of the Listing Regulations.

With the proposed appointment of ‘Non-Executive Independent Director’ theconditions specified in the Act and the rules made thereunder and the Listing Regulationshave been complied with.

The existing Whole-time Directors Mr. Ravi Puravankara Chairman Mr. Ashish RaviPuravankara Managing Director Mr. Nani R.Choksey Joint Managing Director are liable toretire by rotation. In line with this requirement Mr. Nani R. Choksey Joint ManagingDirector 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 of Directors seeking appointment/ reappointment at the Annual General Meeting(pursuant to Regulation 36 of the Listing Regulations) forms part of the Notice of theAnnual General Meeting.

Mr. Hari Ramakrishnan Chief Financial Officer continues to remain in office.

Mr. V. Ravi Kumar Reddy Company Secretary and Compliance officer resigned w.e.f. May2 2016. Your Directors place on record their appreciation of the valuable contributionmade to the Company by the Company Secretary.

On the recommendation of the Nomination and Remuneration Committee and pursuant tosection 203 of the Companies Act 2013 Ms. Bindu D. has been appointed as CompanySecretary w.e.f. May 27 2016. Ms. Bindu D. has been appointed as Compliance Officer ofthe Company under Listing Regulations w.e.f. the same date.

Of the senior management personnel Mr. Jackbastian K. Nazareth Chief DevelopmentOfficer resigned w.e.f. June 1 2016. Your Directors place on record their sincereappreciation for all his efforts and tremendous contribution made to the Company by theChief Development Officer.


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


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 have beenfollowed;

b) the Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the year ended March 31 2016 and ofthe profit of the Company for that period;

c) the Directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities; and

d) the annual accounts of the Company have been prepared on a ‘going concern’basis.

e) the Directors have laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.

f) the directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.


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.


With a view to familiarise the Independent Directors with the Company’soperations as required under Listing Regulation 25(7) the Company has held variousfamiliarisation programmes throughout the year on an ongoing basis. Some of thefamiliarisation programmes carried 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 presentations were made 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’swebsite:


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 and are eligible forreappointment. The Company has received from M/s. Walker Chandiok & Co. LLP a consentletter to the effect that their appointment if made would be within the prescribedlimits under Section 141(3) (g) of the Companies Act 2013.

The Consolidated Auditors’ Report and the Standalone Auditors’ Report to theshareholders for the year ended March 31 2016 has a qualification in respect of internalfinancial controls over financial reporting.


The Statutory Auditors’ have stated an audit qualification in respect of internalfinancial controls over financial reporting.

The Board of Directors state that this ‘qualification pertains to absence ofspecific vendor balance confirmation on the write back of creditor balances in the Profitand Loss Account as income. The Company is very clear that these balances are not payableand has carried these balances in the books of account for period in excess of five yearspost which it was decided to write back such amounts into the Profit and Loss Account. Theimpact of such write-back does not have any material impact on the financial results ofyour Company.’


The Board appointed M/s. GNV Associates Cost Accountants; for conducting the audit ofcost records of the Company for the financial year 2015-16.


The Board appointed M/s JKS & Co. Company Secretaries to conduct the secretarialaudit for the financial year 2015-16. The Secretarial Audit Report for the financial yearended March 31 2016 is attached herewith marked as Annexure I to this Report. Inconnection with the exception in the Secretarial Audit Report the Board of Directorsstate that the inconsistency in the e-forms have occured on account of instances oftechnical limitation in the e-form and the Company will ensure consistency in filing.Regarding the printing of advertisement in vernacular language the Board has taken noteof the matter and will henceforth ensure the same.


Particulars of loans given investments made guarantees given and securities providedare disclosed in Note 11 and 14 to the standalone financial statement of the Company.


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 anycontracts/arrangements/transactions with related parties which could be consideredmaterial in accordance with the Company’s policy pertaining to the materiality ofrelated party transactions.

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

The details of the related party transactions are attached herewith as Annexure II FormAOC-2


In accordance with the Accounting Standard AS-21 on Consolidated Financial Statementsread with Accounting Standard AS-23 on Accounting for Investments in AssociatesRegulation 33 of the Listing Regulations the audited Consolidated Financial Statementsforms part of this Annual Report. Your Company is prepared to adapt itself in line withthe new accounting standards issued by the Institute of Chartered Accountants of India(‘ICAI’) ‘Ind-AS’ and will be presenting the financial statementscommencing for all periods on or after April 1 2016 as per the new formats and guidelinesissued by ICAI.


The Company has in all 24 subsidiary companies (including a step-down subsidiary in SriLanka) out of which 20 companies are in India and four are abroad. Of these ProvidentHousing Ltd. an unlisted Indian Company is a material subsidiary as defined under theListing Regulations. Pune Projects LLP is a subsidiary on account of substantial controlby the Company arising out of other than economic interest.

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 Ltd. which is an unlistedmaterial subsidiary. The Audit Committee of the Company reviews the financial statementsof Provident Housing Ltd. and its minutes are placed before the Board of Directors of theCompany.

Purva Good Earth Properties Private Limited has ceased as subsidiary of the Companyw.e.f. April 6 2015 and it is a step-down subsidiary of the Company as it is awholly-owned subsidiary of Provident Housing Limited which has acquired 10000 equityshares (i.e. 100% of paid-up capital) of Purva Good Earth Properties Private Limited. AlsoProvident Housing Limited has invested in 3862500 Optionally Convertible Debentures ofRs.100 each .

During the year the following four wholly-owned subsidiary companies wereincorporated:

• Jaganmata Property Developers Private Limited

• Jyothishmati Business Centers Private Limited

• Vagishwari Land Developers Private Limited

• Varishtha Property Developers Private Limited

Details of companies which became/ceased to be Company’s subsidiaries jointventures or associate companies are specified in Annexure III.


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 as AnnexureIV (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:


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.


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 oftechnology is a fundamental business requirement for carrying out business effectively andefficiently. While the industry is labor intensive we believe that mechanisation ofdevelopment through technological innovations is the way to address the huge demand supplygap in the industry. We are constantly upgrading our technology to reduce costs andachieve economies of scale.

We have also invested in automating our processes to accelerate the decision makingprocess and have implemented Ramco ERP software during the year for the entire group. Weintend to continue this process of investment as the business requirements arise.

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 2016stood at Rs.3.77 crore while the expenditure stood at Rs.6.69 crore.


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.


Puravankara Projects Limited had 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.


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 Rs.500crore or more or turnover of Rs.1000 crore or more or a net profit of Rs.5 crore or moreduring any financial year are required to constitute a Corporate Social Responsibility(CSR) Committee of the Board of Directors comprising three or more directors with atleast one of them being an independent director. The Company has complied with therequirement.


Puravankara is firmly committed to drive change towards sustainability throughstrategic CSR initiatives. The Group’s main focus is to leverage the existingcapabilities and expertise of the organisation to create viable impact in the community.The initiatives driven by the Group are in the sphere of education health and safetyarts civic amenities as well as environment.

With a growing focus on the issues on global warming the Group has consciouslyundertaken of environment management measures and is nurturing and maintaining severalparks/medians/nature strips around Bangalore. Puravankara is committed to a greener andhealthier tomorrow. The public amenities maintained by the Group are the Kamaraj RoadMedian Anil Kumble Circle Cubbon Road Median Indian Express Median in front of theCoffee Board Marathalli Median Domlur Park War Memorial at Brigade Road Junction RestHouse Park.

One of the causes that the Group has been championing is allowing senior citizens tolead a life of dignity and comfort. Over the past several years Puravankara has beensupporting a home for the aged run by the non- profit organisation Little Sisters of thePoor. This is a charitable institution that provides shelter to the aged (65 years andabove) irrespective of gender caste creed or religion who are in need of care andconcern. Puravankara intends to continue providing support to this home so they cancontinue their selfless noble work.

The Group has entered into an agreement with a Trust to promote education in the sphereof arts especially theatre dance and film making. The trust is managed by veteranartists and other renowned personalities who also organise international film festivals.The idea is to refurbish the theatre and the society building with latest technology toaid teaching and performance via social programmes. To promote and perpetuate theeducation of arts the Trust will collaborate with artists and also by encouraging thecivic participation of individuals both of which have a unique role to play in communitydevelopment.

In association with various voluntary organisations support was provided to a numberof children of unskilled labourers at our project sites. At one site we continue to run aschool for such children where basic education is imparted along with a midday meal.Puravankara is committed to providing education and also a safe working environmentespecially to mothers with small children.

Furthermore to combat the effects of natural disasters Puravankara has joined handswith the government by contributing to the Prime Minister’s Relief Funds and similarother funds for disaster relief and rural development.

The Annual report on CSR activities is attached herewith as Annexure V.


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.


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. However having regardto the provisions of Section 136(1) of the Companies Act 2013 the Annual Reportexcluding the particulars of employees as aforesaid is being sent to all the members ofthe Company and others entitled thereto. Any member interested in obtaining suchinformation may write to the Company Secretary at the registered office of the Company.


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.


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 BBB with a stable outlook inrespect of the various fund and non-fund-based credit facilities totaling to Rs.1650crore sanctioned to the Company and Rs.500 crore for Provident Housing Limited. The ratinghas been issued by ICRA during March 2016 and will be reviewed by them on an ongoingbasis.


The Company’s equity shares are compulsorily tradable in electronic form. As on 31March 2016 0.0002% of the Company’s total paid-up equity capital representing 402shares (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%


SEBI had brought in a new regulation named as SEBI (Prohibition of Insider TradingRegulation) 2015 in place of SEBI (Prohibition of Insider Trading Regulations) 1992.Pursuant to the new regulation your Company has formulated a Code of Conduct forPrevention of Insider Trading & Code of Practices and Procedures for Fair Disclosureof Unpublished Price Sensitive Information and the same is placed in the website of yourCompany.


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 operationsin future.

3. In compliance with the requirements of. ‘Prevention Prohibition and Redressalof Sexual Harassment of Women at Workplace Act 2013’ introduced by the Governmentof India which came into effect from 9 December 2013 the Company has adopted a‘Policy to provide Protection Against Sexual Harassment of Women in Workplace’which has been displayed on the website of the Company. There were no cases reportedduring the year under review under the said policy.


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 Joint Manging Director
Executive Officer DIN: 00504555
DIN: 00504524
August 29 2016