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D B Realty Ltd.

BSE: 533160 Sector: Infrastructure
NSE: DBREALTY ISIN Code: INE879I01012
BSE 14:17 | 30 Nov 38.70 1.80
(4.88%)
OPEN

36.35

HIGH

38.70

LOW

36.35

NSE 14:14 | 30 Nov 38.65 1.80
(4.88%)
OPEN

36.20

HIGH

38.65

LOW

36.20

OPEN 36.35
PREVIOUS CLOSE 36.90
VOLUME 269545
52-Week high 50.95
52-Week low 11.91
P/E
Mkt Cap.(Rs cr) 941
Buy Price 38.70
Buy Qty 12099.00
Sell Price 0.00
Sell Qty 0.00
OPEN 36.35
CLOSE 36.90
VOLUME 269545
52-Week high 50.95
52-Week low 11.91
P/E
Mkt Cap.(Rs cr) 941
Buy Price 38.70
Buy Qty 12099.00
Sell Price 0.00
Sell Qty 0.00

D B Realty Ltd. (DBREALTY) - Director Report

Company director report

To

The Members

D B REALTY LIMITED

Your Directors have pleasure in presenting the 13th Annual Report on the business andoperations of the Company along with the audited financial statements for the financialyear ended 31st March 2019.

Rs. In Lacs

Particulars Standalone Consolidated
F.Y.2018-19 F.Y.2017-18 F.Y.2018-19 F.Y.2017-18
Revenue from Operations 418.69 405.28 36521.04 11986.16
Other Income 5366.53 12321.62 9545.96 16808.93
Total Income 5785.22 12726.90 46067.00 28795.09
Expenses
Operating Expenses 8731.36 17909.35 45583.64 43567.15
Deprecation and Amortization 120.41 395.93 190.87 588.63
Total Expenses 8851.77 18305.28 45774.51 44155.78
Profit Before Finance Cost and Tax (3066.55) (5578.38) 292.49 (15360.69)
Finance Cost 8589.02 4428.69 16030.25 11902.30
Profit/ Loss before extraordinary items and tax (11655.57) (10007.07) (15737.76) (27262.99)
Exceptional Items - - 12900.00 -
Profit/ Loss after extraordinary items and tax (11655.57) (10007.07) (28637.76) (27262.99)
Share of Profit/ (Loss) from associates and joint ventures - - (2242.30) (1667.42)
Profit Before Tax (PBT) (11655.57) (10007.07) (30880.06) (28930.41)
Tax Expense 394.4 (2209.05) (4913.81) (1166.30)
Profit after Tax (PAT) (12049.98) (7798.02) (25966.25) (30096.73)
Other Comprehensive Income 2445.36 (191.05) 2617.02 (1605.86)
Total Comprehensive Income/ Loss for the year (9604.62) (7989.07) (23349.24) (31702.58)

Status of Projects of the Company / its Subsidiaries

"DB Ozone" at Dahisar is a large residential project comprising of 25residential buildings. The company Neelkamal Realtors Suburban Private Limited. asubsidiary of the Company is executing the Project and has initiated fit out handoverprocess for 9 buildings out of the total 25 residential towers of the project. The projectis registered under RERA.

"One Mahalaxmi" at Mahalaxmi offering its elite residents the luxury of sizeand space along with an unmatched view of the Arabian Sea as well as the Golf Course.Spread over 4 acres of prime real estate the project offers quick access to any part ofthe city. The work on the project has been revived. The work of Rehab Tower 1 is completedand Company is expecting Occupation Certificate for the same. During the year the Saletower A was launched with the name "OPUS" and slab has been casted upto 14thlevel. On approval front Company has received revised IOD upto 54th floor and 10 th floorforTower A and B respectively.

"X BKC" at Bandra is having strategic location near Bandra Kurla Complex. Theproject is spread over 5 acres of land one of largest integrated residential complex inupscale Bandra east in Mumbai Suburbs. The company MIG (Bandra) Realtors and BuildersPrivate Limited a wholly owned subsidiary of the Company is executing the project in ajoint venture with Radius Group. The company has received additional FSI approval letterfrom MHADA during the year and has also obtained revised IOD for the project.Theconstruction work of the said project is in full swing and the project is being developedin 3 wings as per plans.

"DB Crown" at Prabhadevi was developed by one of the wholly owned subsidiaryof the Company viz Real Gem Buildtech Private Limited. Real Gem has arrived at anarrangement with Kingmaker Developers Private Limited a Group company of Rustomjee (asubsidiary of Keystone Realtors Private Limited) for the development management of RealEstate Project and had also filed an application under NCLT for complete transfer of theproject to Kingmaker during the year. The project work has been reinstated by Kingmakerand the project has been renamed is now known as "Rustomjee Crown".

"DB Skypark" is situated at the centre of the hospitality district of Mumbaia 5-minute drive away from the Mumbai International Airport. DB Skypark makes for a highlycoveted address. The 2 3 and 4 BHK flats are designed to offer first-class comforts alongwith an array of common amenities including a swimming pool manicured gardens and acoffee lounge. The project is being developed in through a joint venture on approx. 1.5acres of land with 6 residential wings. The project also includes rehabilitation oftenants at site for which second rehab tower is completed and Occupation Certificate isawaited from SRA.

One of its Step-down subsidiaries namely Horizontal Realty & Aviation Pvt. Ltd. isengaged in the business of real estate development. The Company has granted developmentrights of its land along with other co-owners to Man Vastucon LLP. As per the terms andconditions of the Agreements the company is entitled to share the revenue from sale ofunits forming part of the project being developed and constructed by Man Vastucon LLP. ManVastucon LLP has launched the project under the brand name "Aaradhya High Park"during the year and the step down subsidiary has recognized revenue to the extent of itsshare upon the amounts as received from the Man Vastucon customers.

The Turf View DB Views and Enclave II projects in Mumbai are awaiting certainapprovals which will offer substantial revenue in future.

Further Project in another company viz. Marine Drive Hospitality & Realty PrivateLimited (MDHRPL) wherein Company has considerable investments and developing a residentialtower had tie up with a reputed partner and commenced work at site. Also revised planswere approved from competent statutory authority during the year of the project.

Status of 2G Spectrum case

It was informed in the Annual Report of the previous year and as explained in detail inNote no. 46A(iii) of the Standalone Financial Statements for the current year that in thematter of 2G spectrum allocation case pertaining to grant of 2G License acquitting Mr.Vinod Goenka and Mr. Shahid Balwa Managing Directors and Key Managerial Personnels ofyour Company from all allegations the Order was passed by the Hon’ble CBI SpecialCourt on 21st December 2017. In other matter of complaint filed by Directorate ofEnforcement before the same Hon’ble CBI Special Court in connection with Preventionof Money Laundering case relating to 2G Spectrum case against both the Managing Directorsof the Company Senior Official / a member of the Promoters Group and the Company theHon’ble CBI Special Court has passed the Order on 21 st December 2017 acquitting allthe parties.

Further in PMLA Case the Special Court has also given Order for release of propertiesattached by the Directorate of Enforcement including of the Firm - "after the periodof appeal is over". Against the said Orders CBI as well as the Directorate ofEnforcement have filed Criminal Leave Petitions before the Hon’ Delhi High Courtwhich are pending for admission Further the Directorate of Enforcement has also filedpetition for stay against Order of release of the attached properties for which"status-quo" has been granted by Hon’ Delhi High Court vide Order dated21st March 2018. The next hearing date is fixed for 24th October 2019.

Scheme of Arrangement by a wholly owned subsidiary

The Wholly Owned Subsidiary company of the Company i.e. Real Gem Buildtech PrivateLimited ("WOS / RGBPL") has filed the Scheme of Arrangement ("Scheme")with National Company Law Tribunal Mumbai Bench on 29th March 2019 for transferringright title and interest including all receivables and all obligations/liabilities of theProject "DB Crown" (now known as "Rustomjee Crown" hereinafterreferred to as "Project"/ "Project Undertaking") situated at GokhaleRoad (South) Prabhadevi Mumbai-400 025 by way of slump sale to Kingmaker DevelopersPrivate Limited ("KDPL") a company of Rustomjee Group in accordance with theprovisions as contained in the Scheme subject to all requisite regulatory and otherapprovals and sanction by the National Company Law Tribunal Mumbai Bench

Dividend

In the absence of profits your Directors do not recommend dividend for the currentyear under review.

Subsidiaries Associate companies and Joint ventures

The details of Subsidiary/Associate companies are provided in extract of Annual Return(Form No.MGT 9) which forms part of this Directors’ Report (Annexure A).

The Consolidated financial statements have been prepared in accordance with theprovisions of the Companies Act 2013 applicable Ind AS and SEBI (Listing Obligation andDisclosure Requirements) Regulations 2015 and include the financial information of itssubsidiaries/associates and joint venture entities / partnership firms in which yourCompany holds stake. The audited financial statements of the subsidiary companies will beavailable for inspection by any member at the registered office of the Company and at theCompany’s websitewww.dbrealty.co.in. Copies of the audited financial statements ofthe subsidiaries can be sought by any member by making a written request in this regard.

In accordance with the provisions of Section 129(3) of the Act read with the Companies(Accounts) Rules 2014 a statement containing salient of the Company’s subsidiariesin Form AOC-1isattachedtothefinancialstatements of the Company. The featuresofthefinancial statement also provides the details of performance and financial positions ofeach of the subsidiaries

Management Discussion and Analysis Report

The Management Discussion and Analysis Report for the year under review as stipulatedin SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 is presentedin a separate section forming part of this Annual Report (Annexure B).

Corporate Governance and Shareholders Information

In compliance with the Listing Regulations a separate report on Corporate Governancealong with a certificate from the Secretarial Auditors on its compliance forms anintegral part of this report. (Annexure C)

Fixed Deposits

During the year under review your Company has not accepted any deposit within themeaning of Sections 73 and 74 of the Companies Act 2013 read with the Companies(Acceptance of Deposits) Rules 2014 including any statutory modification(s) orre-enactment(s) for the time being in force.

Directors and Key Managerial Personnel (KMPs)

1. Directors retiring by rotation

In terms of Section 152 of the Companies Act 2013 and the Articles of Association ofthe Company. Ms. Sunita Goenka (DIN:01010145) retires by rotation at the forthcomingAnnual General Meeting and being eligible offer herself for reappointment.

Mr. Salim Balwa (DIN 00017899) will retire by rotation at the ensuing Annual GeneralMeeting of the Company in accordance with the provisions of Section 152 of the CompaniesAct 2013. Mr. Salim Balwa who is eligible for re-appointment has conveyed that he doesnot intend to seek re-appointment and will retire upon completion of his current term atthe ensuing Annual General Meeting. The Board placed on record its appreciation for thevaluable services rendered by Mr. Salim Balwa.

2. Appointment of Independent Director

Ms. Maryam Khan (DIN: 01263348) was appointed as Additional Independent Director witheffect from 14th August 2018 and was appointed as an Independent Director on approval ofthe shareholders in the Annual General Meeting held on 29th September 2018 for a term offive years till 13th August 2023 commencing from 14th August 2018.

3. Re-appointment of Independent Directors

In terms of the requirements of the Companies Act 2013 the Independent Directors ofthe Company were appointed for a period of five years on 27th September 2014. Such termof appointment of the Independent Directors shall come to an end on 26th September 2019.In view of the same the Board of Directors on the basis of recommendation of theNomination and Remuneration Committee proposed to re-appoint Mr. Jagat Killawala and Mr.Nasir Mahmud Rafique as the Independent Directors of the Company for a second term. Aresolution proposing re-appointment of Independent Directors of the Company for the secondterm pursuant to Section 149(6) of the Companies Act 2013 forms part of the Notice ofAnnual General Meeting.

4. Resignation of Independent Directors

Mr. Devender K. Vasal Independent Director (DIN:06858991) of the Company has resignedfrom the office of Director with effect from 18th June 2018 due to his personal reason.

Mr. Mahesh Gandhi Independent Director (DIN:00165638) of the Company has resigned fromthe office of the Director with effect from 27th March 2019 due to his personal businesscommitments. Consequent upon resignation of Mr. Mahesh Gandhi as an Independent Directorhe has also ceased to be member of the Finance & Investment Committee and the Chairmanof Audit Committee Nomination & Remuneration Committee and CSR Committee.

Mr. Sundaram Rajagopal Independent Director (DIN: 01951392) of the Company hasresigned from the office 27th May 2019 due to his professional obligations.

The Board places on record its appreciation for the valuable services rendered by Mr.Devender Vasal Mr. Mahesh Gandhi and Mr. Sundaram Rajagopal during their tenure asIndependent Directors of the Company.

5. Independent Directors Statement

All independent Directors have given declarations that they meet the criteria ofindependence as laid down under Section 149 of the Companies Act 2013 and Regulation 16of Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015 and were placed at the Board Meeting.

6. Key Managerial Personnel

Mr. Vinod Goenka Chairman and Managing Director and Mr. Shahid Balwa Vice Chairmanand Managing Director Mr. Asif Balwa Chief Shah Company Secretary of the Company areKey Managerial Personnels as per the provisions of the FinancialOfficer Companies Act2013.

Performance Evaluation of the Directors Committee and Board

The performance of the Directors is evaluated on the basis of their contributions atthe meetings strategic inputs for the performance and growth of the Company among others.The Directors have carried out performance evaluation on annual basis of DirectorsCommittees and the Board. The Nomination and Remuneration Committee of the Board has laiddown the performance evaluation framework under which performance of every Director isevaluated. The framework also provides the manner in which the Directors as a collectiveunit in the form of Board Committees and the Board function and perform.

Particulars of Loans Guarantees or Investments

Details of Loans Guarantees and Investments covered under the provisions of Section186 of the Companies Act 2013 are given in the notes to the Financial Statements.However the Company being a company engaged in the business of providing infrastructuralfacilities is exempt from the applicability of the relevant provisions of the CompaniesAct 2013.

Contracts or Arrangements with Related Parties

All related party contracts/arrangements/transactions as specified in Section 188 (1)of the Companies Act 2013 entered during the financialyear were in the ordinary course ofthe business of the Company and were on arm’s length basis. There were no materiallysignificant related party transactions entered by the Company with Promoters DirectorsKey Managerial Personnels or other persons which may have a potential conflict with theinterest of the Company. In accordance with Section 134(3)(h) of the Companies Act 2013and Rule 8(2) of the Companies (Accounts) Rules 2014 the particulars of contract orarrangement entered into by the Company with related parties referred to in Section 188(1)is provided in Form AOC-2 (Annexure D).

All such Related Party Transactions are periodically placed before the Audit Committeefor approval whenever applicable. The details of the contracts or arrangements withrelated parties for the financial year under review are given in the notes to thefinancial statements.

The policy on materiality of Related Party Transaction and also on dealing with RelatedParty Transaction as approved by the Audit Committee and the Board of Directors isuploaded on the website of the Company and the link for the same ishttp://www.dbrealty.co.in/pdf/DBRL_Policy%20 of%20Related%20Party%20Transaction.pdf

Statutory Auditors

The members at the 10th Annual General Meeting held on 29th September 2016 appointedM/s. Haribhakti & Co.LLP Chartered Accountants (Firm Registration No. 103523W) asthe Statutory Auditors of theCompanytoholdoffice fiveyears from the conclusion ofthe for termof 10th Annual General Meeting (AGM) of the Company until the conclusion of15th AGM of the Company on such remuneration as may be determined by the Board ofDirectors.

Auditors’ Report and Audit Observation

The Statutory Auditors have (without qualifying) made observations under the headings‘Emphasis of matter’ and ‘Other Matters’ in their reports on theStandalone Financial Statements and Consolidated Financial Statements respectively whichtogether with the relevant Notes are self explanatory and do not call for furtherinformation/clarification.

Qualification by Auditors and our comments thereon

The Statutory Auditors have qualified their report on certain matters and majority ofthem are repetitive in nature. The details of such qualifications as mentioned in theirReport with your Directors’ response thereon are as under:

1. Para 2(a) of the Audit Report on the Standalone Financial Statements (SFS) andConsolidated Financial Statements (CFS) read with Note Nos.57 and 56 of SFS and CFSrespectively refer to Financial Guarantees issued by the Company to banks / financialinstitutions on behalf of various entities including Subsidiaries Joint Ventures andother entities which have not been re-measured at fair value. Your Directors state thatthese financial guarantees were issued in terms of the sanction letters bybanks/financialinstitutions which generally also prohibited the Company to charge anycommission on giving such guarantees and hence in compliance with the terms of thesanction letters/loan documents no commission was charged on such financial guaranteeswhich were provided as collateral securities. The notes referred to in the Report are selfexplanatory.

2. Para 2(b) of the Audit Report on the SFS and CFS read with Note Nos. 51 and 62 ofSFS and CFS respectively refer to evaluation of provision for impairment for creditlosses in the case of loans and advances to certain subsidiaries and related partieswhich have incurred losses and have negative net worth. Your Directors state that theCompany has economic interests in these entities which are at different stages ofexecution of the Projects where revenue recognition has not started and the Company isconfident of recovering the same. Such loans and advances are towards the costs to beincurred / being incurred by these entities for their projects and to facilitate properexecution and will be repaid and / or recovered in due course. The notes referred to inthe Report are self explanatory.

3. Para 2(c) and Para 2(d) of the Audit Report on the SFS and CFS respectively readwith Note No. 2(B)(i)(d) of SFS and CFS refer the Company has measured its investments inequity instruments of one of its subsidiary company at fair value through othercomprehensive income which the Management has not considered as a subsidiary. YourDirectors state that the said entity is not within its control as it is managed by itsown Board of Directors and the Company has not nominated any director on the Board of thesaid entity. Further the investments by the Company in this entity are not just in equityshares but the same is in the form of different preference shares having maturity terms infuture and the Company together with one of its wholly owned subsidiary company holdaround 17.58% of current total paid-up share capital in the said entity. Hence controldoes not vest in the Company through its investment or otherwise and not required to beconsolidated. Therefore the management is of the opinion that the Company has rightlymeasured is investments in equity instruments of the said entity at fair value instead ofmeasuring it at cost and has given accounting treatments accordingly. The notes referredto in the Report are self explanatory.

4. Para 2(c) of the Audit Report on CFS read with Note No. 2(B)(i)(d) refer to nonconsolidation by the Company of another company and its subsidiaries/associates etc onthe basis of control assumed to be exercised by your Company on the same under theapplicable Ind AS 110. As mentioned in detail in above point no. 3 your Directors againstate that the said company is not under the control of your Company and hence yourDirectors are of the opinion that this is not required to be consolidated. The same isalso detailed in Note 2(B)(i)(d) in Significant Accounting Judgements Estimates andAssumptions. The note referred to in the Report is self explanatory.

5. Para 2(e) of the Audit Report on CFS read with Note 4.1 regarding non impairment ofgoodwill created for one of the subsidiary company. As stated in the said note yourDirectors again state that during the year the said subsidiary company which is whollyowned by the Company ("WOS") has filed a Scheme with NCLT whereby it hasproposed to transfer its all the assets and liabilities pertaining to Identified ProjectUndertaking being "DB Crown" Project on going concern basis as Slump Sale toKingmaker Developers Private Limited (KDPL) for a consideration of Rs. 10 lakh.Additionally as mentioned in the scheme upon achieving certain milestones to be mutuallyagreed between said WOS and KDPL said WOS shall be entitled to receive the suchrealization / sale proceeds of the Project Undertaking as Contingent consideration fromKDPL. The Management is hopeful that the said Project Undertaking will be able to achievethose milestones and above Contingent consideration will accrue to the said WOS.Accordingly no provision of impairment of goodwill is considered necessary by theCompany. The note referred to in the Report is self explanatory.

Secretarial Auditors and Secretarial Audit Report

Pursuant to Section 204 of the Companies Act 2013 read with Rule 9 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 your Company hadappointed M/s Vicky Kundaliya & Associates Practicing Company Secretaries Mumbai asits Secretarial Auditors to conduct the secretarial audit of the Company for the FY2018-19.The Company has provided all assistance and facilities to the Secretarial Auditorfor conducting their audit. The Report of Secretarial Auditor for the FY 2018-19 isannexed to this report (Annexure E).

The said report does not contain any qualifications or adverse marks except that thecomposition of the Board and its Committees is not as per the Companies Act 2013 andSecurities and Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations 2015 due to disqualification of one of the Independent Directors pursuant tofirst proviso of Section 167(1)(a) of the Companies Act 2013.Your Directors have to statethat the said Director has tendered his resignation w.e.f. 27th March 2019 and the Boardhas re-constituted its Committees on 29th March 2019 and thus the Company has compliedwith the Act and Listing Regulations.

Internal Financial Control Systems and their Adequacy

The Company has adequate system of internal control to safeguard and protect from lossunauthorized use or disposal of its assets. The Company is following all the applicableAccounting Standards for properly maintaining the books of accounts and reportingfinancial statements. The Company continues to ensure proper and adequate systems andprocedures commensurate with its size and nature of its business. Your Directors have alsoappointed a professional firm to examine the adequacy of these controls and the work ofdesigning controls documenting risks control matrix for each area of business operationand implementation thereof.

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 and the Internal Financial Controls with reference tofinancial statements as designed and implemented by the Company are adequate.

Remuneration Policy

The Nomination and Remuneration Policy provides for appropriate composition ofExecutive Non-Executive and Independent Directors on the Board of Directors of yourCompany along with criteria for appointment and remuneration including determinationofqualificationspositive attributes independence of Directors and other matters asprovided under sub-section (3) of Section 178 of the Companies Act 2013. The remunerationpaid to the Directors is as per the terms laid out in the Nomination and RemunerationPolicy of your Company.

Vigil mechanism

Pursuant to the provisions of section 177(9) & (10) of the Companies Act 2013 aVigil Mechanism for directors and employees to report genuine concerns has beenestablished. The policy comprehensively provides an opportunity for any employee/Directorof the Company to raise any issue concerning breaches of law accounting policies or anyact resulting in financialor reputation loss and misuse of office or suspected or actualfraud. The policy provides for a mechanism to report such concerns to the Audit Committeethrough specified channel. The Vigil Mechanism Policy has been uploaded on the website ofthe Company at http://www.dbrealty.co.in/pdf/Whistler_Blower.pdf

Fraud Reporting

During the year under review no instances of fraud were reported by the StatutoryAuditors and Secretarial Auditors of the Company.

Risk Management Policy

The Board of Directors reviews the risk management policy from time to time and thesaid policy aims at enhancing shareholders’ value and providing an optimumrisk-reward trade off. The risk management approach is based on a clear understanding ofthe variety of risks that the organization faces disciplined risk monitoring andmeasurement and continuous risk assessment and mitigation measures.

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.

However during the financial year under review in view of the average losses in thelast three financial years the provisions set out under Section 135 of the Companies Act2013 read with rules made thereunder were not attracted. Hence the compliances to theprovisions of Section 135 of the Companies Act 2013 read with Companies (Corporate SocialResponsibility Policy) Rules 2014 are not required.

Extract of the Annual Return

Pursuant to Section 92(3) of the Companies Act 2013 and Rule 12(1) of the Companies(Management and Administration) Rules 2014 an extract of the annual return for thefinancialyear ended March 31 2019 in MGT 9 is attached as (Annexure A) to this report.The same is available on www. dbrealty.co.in under the section "Investors".

Number of Board Meetings during 2018-19

The Board met Four (4) times during the financial year 2018-19 and the details arementioned in the Corporate Governance Report which is annexed to the Directors Report.

Directors’ Responsibility Statement

In terms of provisions of Section 134(5) of the Companies Act 2013 your Directorsconfirm that:

a) In the preparation of the annual accounts for the year ended 31st March 2019 theapplicable accounting standards have been followed along with proper explanation relatingto material departures if any;

b) they have selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the Company as on 31st March 2019 and of the loss of theCompany for the year ended on that date;

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

d) they have prepared the annual accounts on a going concern basis.

e) they have laid down internal financial controls to be followed by the Company andthat such internal financial controls are adequate and were operating effectively

f) they have devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.

Familiarization Programs for Independent Directors

The various programs undertaken for familiarizing Independent Directors with thefunctions and procedures of the Company are disclosed in the Corporate Governance Reportwhich forms part of this Annual Report.

Committees of the Board

The Company has five (5) Committees of the Board which have been established as a partof the best corporate governance practices and are in compliance with the requirements ofthe relevant provisions of applicable laws and statutes. The Company has followingCommittees of the Board:

1. Audit Committee

2. Corporate Social Responsibility Committee

3. Nomination and Remuneration Committee

4. Finance and Investment Committee

5. Stakeholders Relationship Committee

On account of resignation of Mr. Mahesh Gandhi Independent Director of the Companyw.e.f March 27 2019 the Board of Directors of the Company vide Circular resolutionpassed on March 29 2019 have approved and reconstituted the Committees (exceptStakeholders Relationship Committees). The composition of the committees of the Board ofDirectors is stated in the Corporate Governance Report annexed to this Report.

Secretarial Standards

The Company has complied with the applicable Secretarial Standards notified by theInstitute of Company Secretaries of India.

Statutory Disclosures

1. Conservation of Energy Technological Absorption Foreign Exchange Earningsand Outgo

Your Company is not covered by the schedule of industries which are required to furnishthe information pursuant to Section 134(3)(m) of the Companies Act 2013 read with Rule(8) of the Companies (Accounts) Rules 2014.

The Company has not imported any technology or carried out any business of export orimport and therefore the disclosure requirement against technology absorption are notapplicable. The details of Foreign Exchange earnings and outgo are as under (Stand aloneAmounts):

Particulars 31.03.2019 31.03.2018
(Rs. in lacs) (Rs. in lacs)
Earnings in Foreign Currency Nil Nil
Expenditure in Foreign Currency
Foreign Travel Nil 18.16
Business Promotion Nil 5.90
Nil 24.06

2. Particulars of Employees

In accordance with the provisions of Section 197 (12) of the Companies Act 2013 readwith the Companies (Appointment and Remuneration of the Managerial Personnel) Rules 2014the names and other particulars of the employees are to be set out in the Directors’Report as an addendum. However in line with the provisions of Section 136 (1) of the Actthe Report and Accounts herein are being sent to all the members excluding the aboveinformation. Those interested in obtaining a copy of the said statement may write to theCompany Secretary at the Registered Office of the Company. Since no remuneration exceptsitting fees has been paid to any Director the ratio of such remuneration to the medianemployees ’remuneration has not been stated. During the year no increase inremuneration of any Director or KMP or manager has been effected. The number of permanentemployees at the end of the financial year was 6 (No. of employees was 61 in FY 2017-18)as the employees were transferred to one of its wholly owned Subsidiary as it has a majorproject which required various resources to finish the project. The aforesaid transfer ofemployees will not impact the working of the Company as the said employees are carryingout the work of the Company. The other remuneration details of Directors/KMPs/employeesare disclosed in Annexure F to this report.

Other Disclosures:

Your Company has not issued any shares with differential voting rights.

Your Company has not issued any sweat equity shares.

There was no revision in the financial statements.

There were no material changes or commitments affecting the financial position of theCompany between the financial year end and date of this report.

There were 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.

The Company has not received any complaints under Sexual Harassment of Women atWorkplace (Prevention Prohibition and Redressal) Act 2013.

No significant and material orders were passed by the regulators or courts or tribunalsimpacting the going concern status and Company’s operations in future.

Acknowledgement

Your Directors wish to place on record their appreciation to the Banks FinancialInstitutions Government Authorities customers and other business associates for theirsupport and co-operation and wish to place on record their gratitude to the shareholdersand the investors for their trust support and confidence in the Company. The Board alsoplaces on record its appreciation for the dedication displayed by employees at all levels.

On behalf of the Board of Directors
For D B Realty Limited
Vinod K. Goenka Shahid U. Balwa
Mumbai Chairman & Managing Director Vice- Chairman & Managing Director
30th May 2019 (DIN:00029033) (DIN:00016839)

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