Indiabulls Real Estate Ltd.
|BSE: 532832||Sector: Infrastructure|
|NSE: IBREALEST||ISIN Code: INE069I01010|
|BSE 00:00 | 08 Dec||170.15||
|NSE 00:00 | 08 Dec||170.10||
|Mkt Cap.(Rs cr)||7,761|
|Mkt Cap.(Rs cr)||7760.54|
Indiabulls Real Estate Ltd. (IBREALEST) - Director Report
Company director report
Your Directors have pleasure in presenting the Fourteenth Annual Reporttogether with the audited financial statements of accounts of the Company for thefinancial year ended March 31 2020.
The financial year 2019-20 saw the COVID-19 pandemic further add to theeconomic headwinds that the Indian economy has been facing. The pandemic is expected tosubstantially impact domestic and global growth and worsen geopolitical uncertainties.
The highlights/summary of the consolidated financial results of theCompany for the financial year ended March 31 2020 are as under:
REVIEW OF BUSINESS OPERATIONS:
Your Company India bulls Real Estate Ltd is a large publicly listedreal estate company with a well-diversified presence in residential real estatedevelopment across the price spectrum from mid-income to premium to the super luxuryspace. Geographically the Company's strategic focus is in key markets of MumbaiMetropolitan Region and the National Capital Region. The Company has a track record of oneof the fastest and largest delivery in value terms and enjoys high confidence of theinvestors and customers in view of its execution and quality delivery.
Business Achievements & Operational Highlights
Total Collections (Net of refunds) for FY 19-20 is R 3547 Cr.
Rating agency has assigned Long-term rating of "AA-"and Short-term rating of "A1+".
Company has Completed/near completion Inventory of Rs 2930 Cr.and changing buyer preference towards completed inventory with OC provides a distinctadvantage to the Company.
All Residential projects (Ongoing Completed and Planned) togenerate a cumulative net surplus of Rs 10700 Cr.
Amount (Rs. in Lakhs)
Amount (Rs. in Lakhs)
The highlights/summary of the standalone financial results of theCompany for the financial year ended March 31 2020 are as
PROPOSED MERGER OF CERTAIN ONGOING COMPLETED AND PLANNED RESIDENTIALAND COMMERCIAL PROJECTS OF EMBASSY GROUP ENTITY WITH INDIA BULLS REAL ESTATE LIMITED
During the FY 2019-20 the Board of Directors of the Company haddiscussed and considered the proposal of reorganisation of the business of the Companyand in-principally approved the proposal of the merger of certain ongoing completed andplanned residential and commercial projects of Embassy Group with the Company andconstituted a Reorganization Committee to examine and evaluate the options to implementthe aforementioned merger proposal under consultation with lawyers values merchantbankers and other intermediaries and to prepare and present a final proposal and relateddocuments for consideration & final approval by the Board.
The Board basis the recommendation of the Reorganization Committee andAudit Committee at their meeting held on August 18 2020 have approved the proposal ofmerger of certain identified ongoing completed and planned residential and commercialprojects of Embassy Group ("Embassy Assets") by way of amalgamation of NAMEstates Private Limited ("NAM Estates") and Embassy One Commercial PropertyDevelopments Private Limited ("NAM Opco") both Embassy group entities with theCompany ("Amalgamation"). The proposed Amalgamation will be achieved through acashless composite scheme of amalgamation of NAM Estates and NAM Opco into the Company inaccordance with Section 230-232 of the Companies Act 2013 read with the rules framedthereunder as amended and the Securities and Exchange Board of India circular no.CFD/DIL3/CIR/2017/21 dated 10 March 2017 as amended and other applicable regulations andprovisions and is subject to necessary statutory and other approvals("Scheme").
The proposed amalgamation will create one of India's leading listedreal estate development platforms with launched/planned area totaling to 80.8 Mn Sq. Fthaving 53% commercial and 47% residential assets and 30 projects with key geographicalfocus in Mumbai (MMR) NCR and Bengaluru. The Amalgamated Company will have a strongmarket leadership potential post Amalgamation with:
* Net surplus from Residential projects (including launched and plannedprojects) of Rs 18592 Cr
* Potential Annual rent on completion of planned commercial projects ofRs 4241 Cr
* Land Bank (with future development potential) of 3353 acres
The Amalgamated Company will have a balanced mix of commercial andresidential assets which provides a natural hedge against cyclicality and will bebenefited from new promoters who are also promoter of listed REIT and their relationshipwith institutional investors.
Mr. Jitendra Virwani Chairman of Embassy Group along with certainother promoter entities of Embassy to be classified as the new promoter of IBREL.Existing IBREL promoters will seek to declassify themselves as Promoters subject toapplicable law. Mr. Virwani brings 35 years of specialized experience in focused realestate business. Mr. Virwani pioneered the commercial IT office park concept in India withEmbassy Golf Links and developed two of the largest 100+ acre IT parks in India. TheEmbassy Group have co-sponsored India's first REIT with Blackstone the largest in Asia interms of square feet with market capitalization of Rs 29000 Cr. Further the AmalgamatedCompany will be the development arm to seed office assets into Embassy REIT.
Upon effectiveness of the Scheme IBREL will issue its equity sharesin accordance with the approved share swap ratios to the shareholders of NAM Estates andNAM Opco which will include Embassy promoter and promoter entities Embassy institutionalinvestors and other shareholders.
The share exchange ratio for the amalgamation of the AmalgamatingCompanies with the Amalgamated Company shall be:
(a) For every 10000 equity shares of the Amalgamating Company 1 offace value of INR 10 each held in the Amalgamating Company 1 every equity shareholder ofthe Amalgamating Company 1 as on record date shall be entitled to receive 6619 equityshares of face value of INR 2 each of the Amalgamated Company.
(b) For every 10000 equity shares of the Amalgamating Company 2 offace value of INR 10 each held in the Amalgamating Company 2 every equity shareholder ofthe Amalgamating Company 2 as on record date shall be entitled to receive 5406 equityshares of face value of INR 2 each of the Amalgamated Company.
The share exchange ratio has been arrived at on the basis of valuationreports for the fair share exchange ratio dated August 18 2020 by N S Kumar & Co(independent Chartered Accountant) Mr Niranjan Kumar (Registered Valuer) (affiliate ofTransaction Square LLP) and BDO Valuation Advisory LLP (Registered Valuer) supported byfairness opinion dated August 18 2020 by O3 Capital Global Advisory Private Limited asIndependent SEBI registered Category I Merchant Banker.
For the proposed Amalgamation and arriving to share swap ratio IBRELis valued at Rs 92.5 per share and basis approved share exchange ratio upon Amalgamationcoming into effect IBREL shareholding-pattern post-merger will be as follows:
Further in view of the proposed Amalgamation and to ensure that nochange happens in the capital structure of the Company the buyback offer of the equityshares of the Company which was earlier approved by the Board of Directors of theCompany subject to the approval of the shareholders and other necessary approvals andwhich could not be formalized for want of certain mandatory approvals has been withdrawnby the Board. To give effect to the Amalgamation the Board has also approved execution ofimplementation agreement and all other agreements required for Amalgamation of NAMEstates NAM Opco with the Company setting out the manner of effecting the Amalgamationand authorized Reorganization Committee for effecting the submission of Scheme and relateddocuments to various regulatory authorities.
Strategic divestment of its stake(s) in certain commercial and leasingbusiness asset(s) and London Property:
To reduce the debt of the Company during the FY 2019-20 the Companyand its certain subsidiaries divested their entire stake in
(a) India bulls Properties Private Limited and India bulls Real EstateCompany Private Limited (both owning commercial assets at Lower Parel Mumbai) YashitaBuildcon Limited and Ashkit Properties Limited (both owning commercial assets at UdyogVihar Gurugram) and
(b) the commercial assets/development at Worli Mumbai (c)25% stake inMariana Infrastructure Ltd (owning commercial project at Gurugram) to the entitiescontrolled by The Blackstone Group Inc. ("Blackstone") which is a globallyrenowned real estate private equity investor.
Further to embark on a clear and simple path to achieve ZERO net debtand to have more focus on Mumbai and NCR markets pursuant to and in terms of theauthorization of shareholders of the Company vide special resolution passed at AnnualGeneral Meeting held on 28th September 2019 with almost 100% favorable votes (withoutparticipation of the promoters and promoter
SIGNIFICANT EVENTS OF FINANCIAL YEAR 2019-20 the Company's wholly ownedsubsidiary divested its entire stake in Century Limited to Clivedale Overseas Limited anentity owned by the Promoters of the Company who in view of the continuing Brexit relatedissues and uncertainty and sluggish London property market undertook to acquire theLondon Property for 200 million which was significantly above the cost of itsacquisition i.e. 161.5 million and CBRE UK recent valuation i.e. 189 million.
Accordingly India bulls Properties Pvt Ltd India bulls Real EstateCompany Pvt Ltd Yashita Buildcon Ltd Ashkit Properties Ltd and Century Limited alongwith their subsidiaries ceased to be subsidiaries/associates/JVs of the Company.
Completion of the Scheme of Arrangement in relation to Chennai Assets
The Composite Scheme of Arrangement between the Company (TransfereeCompany) India Land and Properties Limited (Transferor Company) India bullsInfrastructure Limited (Resulting Company) and their respective shareholders andcreditors pursuant to Sections 230 to 232 and other applicable provisions of theCompanies Act 2013 ("Scheme") got approved by the Hon'ble National Company LawTribunal (NCLT) Principal Bench New Delhi vide its Order dated March 3 2020 andbecame effective on March 19 2020. The Appointed Date of the Scheme was April 1 2019.Upon effectiveness of the Scheme there was no change in the shareholding pattern orcapital of the Company as the Company was not required to issue any shares or pay anyconsideration pursuant to the said Scheme.
In view of the business requirements of the Company the Board ofDirectors of the Company has not recommended any dividend for financial year 2019-20. Nounclaimed dividend or shares pertaining to such unclaimed dividend were transferred toInvestor Education and Protection Fund (IEPF) during FY 2019-20. Those members who havenot so far claimed their dividend for any financial year(s) are advised to claim it fromthe Company or KFin Technologies Private Limited (Formerly 'Karvy Fintech PrivateLimited').
In compliance with requirements stipulated vide SEBI notification no.SEBI/LAD-NRO/ GN/2016-17/008 dated July 8 2016 the Dividend Distribution Policy of theCompany is available on the website of the Company at web link https://www. Indiabullsrealestate. com/policies/.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
During the financial year 2019-20 appointments of Mr. Praveen KumarTripathi (DIN: 02167497) a retired IAS and Ex-Chief Secretary Govt. of NCT Delhi andMr. Gurinder Singh (DIN: 08183046) a retired IPS as Independent Directors of theCompany for a period of three years w.e.f. March 31 2019 was duly approved by theMembers of the Company at the 13th Annual General Meeting of the Company.
During the current financial year to lead the efforts on expensecontrol the senior management of the Company has taken voluntary salary cuts of over 50%.Mr Narendra Gehlaut Vice-Chairman decided not to draw any salary from the Company whichequated him with other Non-executive Directors. Accordingly he continues as Non-executiveVice Chairman of the Company.
All the Independent Directors of the Company are persons of integrityand possess requisite knowledge expertise experience and skills for discharging theirduties effectively as Independent Directors and have given confirmation that they meetthe criteria of independence laid down under Section 149(6) of the Companies Act 2013.
In accordance with the provisions of the Companies Act 2013 and interms of the Articles of Association of the Company Mr. Vishal Damani (DIN: 00358082) anExecutive Director designated as Joint Managing Director is liable to retire by rotationat the ensuing Annual General Meeting of the Company and being eligible has offered himself for reappointment. The matter relating to his re-appointment has been included in theNotice of the 14th Annual General Meeting along with brief resume nature of hisexpertise in specific functional areas and names of companies in which he holddirectorships and memberships/chairmanships of Board Committees and other requisiteinformation.
SHARE CAPITAL / STOCK OPTIONS
The paid-up share capital of the Company as of March 31 2020 was Rs.909327752/- comprising of 454663876 equity shares of Rs. 2/- each. An aggregate of1834788 stock options granted under Company's ESOP Schemes were in force as on March31 2020 which shall be exercisable as per the vesting schedule of respective ESOPSchemes. Presently stock options granted to the employees operate under the schemesnamely; ' India bulls Real Estate Limited Employees Stock Option Scheme 2008 (II)' and 'India bulls Real Estate Limited Employees Stock Option Scheme - 2010" (hereinafterindividually and/or collectively referred to as the "existing Scheme(s)").
Further pursuant to and in terms of shareholders authorization datedMarch 17 2020 the Company in accordance with Securities and Exchange Board of India(Share Based Employee Benefits) Regulations 2014 as amended from time to time(hereinafter referred to as "SBEB Regulations") the Company has created anemployee's welfare trust titled " India bulls Real Estate Limited - Employees WelfareTrust" (the "Trust") to efficiently manage the ' India bulls Real EstateLimited - Employee Stock Option Scheme - 2010' ("Scheme") and to acquirepurchase hold and deal in fully paid-up equity shares of the Company from the secondarymarket for the purpose of administration and implementation of the Scheme as may bepermissible under the SBEB Regulations. Since shares issued on account of exercise ofoptions granted/to be granted under the Scheme will be out of those purchased by theTrust from the secondary market there will be no dilution in shareholding.
The disclosures required to be made under Securities and Exchange Boardof India (Share Based Employee Benefits) Regulation 2014 and the Companies Act 2013 readwith Rule 12 of the Companies (Share Capital and Debentures) Rules 2014 in respect ofall existing ESOP Schemes of the Company have been placed on the website of the Companyhttp://www. India bulls real-estate. com/.
During the year under review the Company has not accepted any depositsfrom the public falling within the ambit of Chapter V of the Companies Act 2013 and theCompanies (Acceptance of Deposits) Rules 2014 therefore the disclosures required interms of Rule 8 of the Companies (Accounts) Rules 2014 are not required to be given.
LISTING WITH STOCK EXCHANGES
The Equity Shares (ISIN No.: INE069I01010) of the Company continue toremain listed at BSE Limited and National Stock Exchange of India Limited. The listingfees payable to both the exchanges for the financial year 2020-21 have been paid. The GDRsissued by the Company continue to remain listed on Luxembourg Stock Exchange.
(a) Statutory Auditors
In the current economic scenario and situation arising due to COVID19pandemic it has been Company's endeavor to reduce annual operating costs significantly toensure sustainability. To lead the efforts on expense control the senior management ofthe Company took voluntary salary cuts of over 50% and in line with Company's steps toreduce annual operating costs from Rs. 200 crore to Rs. 100 crore the Board of Directorsof the Company appointed M/s Agarwal Prakash & Co. Chartered Accountants (FRN:005975N) as statutory auditors of the Company existing statutory auditors of more than90% subsidiaries of the Company in place of M/s Walker Chandiok & Co LLP CharteredAccountants (FRN: 001076N/N500013) on their resignation as statutory auditors for thereason of not being able to render audit services at reduced cost. M/s Walker Chandiok& Co LLP had duly completed audit of FY 2019-20 and had expressed that they had nodisagreement or conflict with the management of the Company on any matter. This change instatutory auditors would reduce total audit fee and related expenses substantially by morethan 50%.
The Board and Audit Committee of the Company considered variousparameters including performance capability to serve the diverse businesses of theCompany audit experience in the Company's operating segments market standing of thefirm clientele served technical knowledge and understanding of company's businessoperations and financial matters existing association and found M/s Agarwal Prakash& Co. Chartered Accountants (FRN: 005975N) who are already existing statutoryauditors of more than 90% subsidiaries of the Company to be best suited to handle theaudit of the financial statements of the Company. The firm M/s Agarwal Prakash & Co.has decades of rich experience expert skills in carrying out statutory audit managementand internal audits and other related audit and assurance services of real estatecompanies and listed companies. The firm has a team of experts who possess requisiteacademic and professional qualifications in depth knowledge and has requisite skillscompetence and organizational strength in the areas of audit and assurance internalfinance control etc. This firm is also well known for being one of the reputedorganisations for direct tax matters.
The appointment of M/s Agarwal Prakash & Co. as statutory auditorsto fill the casual vacancy was also approved by the members of the Company videresolution passed through postal ballot on August 11 2020. However since in terms ofapplicable provisions of the Companies Act M/s Agarwal Prakash & Co. who wereappointed as statutory auditors to fill the casual vacancy shall hold the office as suchtill the conclusion of the ensuing AGM it is proposed to appoint them as the statutoryauditors of the Company for a period of five consecutive years i.e. from the conclusionof ensuing Fourteenth Annual General Meeting until the conclusion of the NineteenthAnnual General Meeting of the Company. The Company has received a certificate from theauditors to the effect that their appointment as such from the conclusion of this AnnualGeneral Meeting until the conclusion of Nineteenth Annual General Meeting if approved bythe members will be in accordance with the provisions of the Section 141(3)(g) of theCompanies Act 2013.
The Auditors' Reports submitted by M/s Walker Chandiok & Co LLPthe then statutory auditors of the Company on both standalone and consolidated financialstatements of the Company for the FY 2019-20 are self-explanatory and therefore do notcall for any further explanation. The Auditors' Report does not contain any qualificationreservation adverse remark or disclaimer. No fraud has been reported by the Auditors ofthe Company in terms of the provisions of Section 143(12) of the Companies Act 2013 andRules framed thereunder.
(b) Secretarial Auditors & Secretarial Audit Report
Pursuant to the provisions of Section 204 of the Companies Act 2013read with the rules made thereunder the Company had appointed M/s S. Khandelwal &Co. a firm of Company Secretaries in practice as its Secretarial Auditors to conduct thesecretarial audit of the Company for the Financial Year 2019-20. The Company has providedall assistance facilities documents records and clarifications etc. to the SecretarialAuditors for conducting their audit. The Secretarial Audit Report along with SecretarialCompliance Report as prescribed by SEBI for the Financial Year 2019-20 are annexed asAnnexure 1(i) and Annexure 1(ii) respectively and forms part of this Report. The Reportsare self - explanatory and therefore do not call for any further explanation. TheSecretarial Audit Reports of the unlisted material subsidiary(ies) are annexed as Annexure1(iii) 1(iv) and 1(v). The Secretarial Audit Report of the Company and these subsidiariesdoes not contain any qualification reservation or adverse remark or disclaimer.
The requirement of maintenance of cost records as specified by theCentral Government under sub-section (1) of section 148 of the Companies Act 2013 readwith applicable Rules is applicable on the Company and accordingly such accounts andrecords have been made and are maintained by the Company.
CORPORATE SOCIAL RESPONSIBILITY
As part of its initiatives under "Corporate Social Responsibility(CSR)" the Company has been undertaking projects in the areas specified under itsCSR Policy (available on your Company's website at web linkhttps://www.indiabuNsrealestate.com/policies/) in accordance with Schedule VII of theCompanies Act 2013 read with the relevant Rules. In terms of the applicable provisionsof the Companies Act 2013 read with relevant Rules since the Company had average netlosses during immediately preceding three financial years the Company was not required tocontribute any amount towards CSR activities during the FY 2019-20. However in the wakeof the Corona Virus pandemic that has spread across the world the ' India bulls Group'had pledged Rs 21 Crore to the Hon'ble Prime Minister's 'Citizen Assistance and Relief inEmergency Situations Fund' (PM-CARES Fund). The Group hopes to keep supporting theexemplary work done by the Centre and State authorities in conjunction with healthcareprofessionals across the country as they lead the unsung efforts against the pandemic.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Pursuant to Regulation 34 of the Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015 as amended("SEBI LODR Regulations") with the Stock Exchanges Management's Discussion andAnalysis Report for the year under review is presented in a separate section formingpart of this Annual Report.
CORPORATE GOVERNANCE REPORT
Pursuant to Regulation 34 of the SEBI LODR Regulations with the StockExchanges a separate section on Corporate Governance Practices followed by the Companytogether with a certificate from a practicing Company Secretary confirming compliance ispresented in a separate section forming part of this Annual Report.
BUSINESS RESPONSIBILITY REPORT
Pursuant to Regulation 34 of the SEBI (LODR) Regulations a BusinessResponsibility Report (BRR) is presented in a separate section forming part of this AnnualReport.
DIRECTORS' RESPONSIBILITY STATEMENT
To the best of their knowledge and belief and according to theinformation and explanations obtained by them your Directors in
terms of Section 134 of the Companies Act 2013 hereby states:
a) that in the preparation of the annual financial statements for theyear ended March 31 2020 the applicable accounting standards had been followed alongwith proper explanation relating to material departures if any;
b) that such accounting policies as mentioned in the Notes to theFinancial Statements have been selected and applied consistently and judgments andestimates have been made that are reasonable and prudent so as to give a true and fairview of the state of affairs of the Company as at March 31 2020 and the profit and lossof the Company for the year ended on that date;
c) that proper and sufficient care has been taken for the maintenanceof adequate accounting records in accordance with the provisions of the Companies Act2013 for safeguarding the assets of the company and for preventing and detecting fraudand other irregularities;
d) that the annual financial statements have been prepared on a goingconcern basis;
e) that proper internal financial controls are in place and that suchfinancial controls are adequate and are operating effectively; and
f) that systems to ensure compliance with the provisions of allapplicable laws are in place and are adequate and operating effectively.
EXTRACT OF ANNUAL RETURN
In terms of Sections 92(3) and 134(3) of the Companies Act 2013 andrules framed thereunder extract of the Annual Return for
the financial year ended March 31 2020 in form MGT-9 are given in'Annexure 3' forming part of this Report and is also available
on the website of the Company at web link https://www. Indiabullsrealestate.com/investor-relations/.
During the FY 2019-20 6 (Six) Board Meetings were convened and held.The details of such meetings are given in Corporate Governance Report forming part of thisAnnual Report. The intervening gap between these meetings was within the period prescribedunder the Companies Act 2013 and other applicable provisions. The notice and agendaincluding all material information and minimum information required to be made availableto the Board under SEBI LODR Regulations were circulated to all directors well withinthe prescribed time before the meeting or placed at the meeting with the permission ofmajority of Directors (including the Independent Directors). During the year separatemeeting of the Independent Directors was held on February 10 2020 without the presenceof Non-Independent Directors and the members of the Company Management.
PERFORMANCE EVALUATION OF THE BOARD ITS COMMITTEES AND DIRECTORS
The Nomination & Remuneration Committee (NRC) of the Boardreassessed the framework methodology and criteria for evaluating the performance of theBoard as a whole including Board committee(s) as well as performance of each director(s)and confirms that the existing evaluation parameters are in compliance with therequirements as per SEBI guidance note dated January 5 2017 on Board evaluation. Theexisting parameters includes effectiveness of the Board and its committees decisionmaking process Directors/members participation governance independence quality andcontent of agenda papers team work frequency of meetings discussions at meetingscorporate culture contribution role of Chairman and management of conflict of interest.Basis these parameters the NRC had reviewed at length the performance of each directorindividually and expressed satisfaction on the process of evaluation and the performanceof each Director. The performance evaluation of the Board as a whole and its committeesnamely Audit Committee Nomination & Remuneration Committee and Stakeholders'Relationship Committee as well as the performance of each director individuallyincluding the Chairman was carried out by the entire Board of Directors. The performanceevaluation of Non-independent Directors and the Board as a whole was carried out by theIndependent Directors at their meeting held on February 10 2020. The Directors expressedtheir satisfaction with the evaluation process.
Also the Chairman of the Company on a periodic basis has hadone-to-one discussion with the directors for their views on the functioning of the Boardand the Company including discussions on level of engagement and contributionindependence of judgment safeguarding the interest of the Company and its minorityshareholders and implementation of the suggestions offered by Directors eitherindividually or collectively during different board/committee meetings.
The Board has framed a policy for selection and appointment ofDirectors Senior Management and their remuneration. The Remuneration Policy is stated inthe Corporate Governance Report forming part of this Annual Report.
LOANS GUARANTEES OR INVESTMENTS
During the FY 2019-20 in terms of the provisions of Section 186 (1) ofthe Companies Act 2013 the Company did not make any investments through more than twolayers of investment companies.
The Company's investment/loans/guarantees during FY 2019-20 were incompliance with the provisions of section 186 of the Companies Act 2013 particulars ofwhich are captured in financial statements of the Company wherever applicable andrequired forming part of this Annual Report.
RELATED PARTY TRANSACTIONS
During the year no materially significant related party transactionwas entered by the Company with its Promoters Key Managerial Personnel or otherdesignated persons which may have potential conflict with the interest of the Company atlarge. Details of all related party transactions are disclosed in the financial statementof the Company forming part of this Annual Report. None of the transactions with relatedparties is material transaction and/or transaction which is not at Arm's length requiringdisclosure pursuant to Section 134(3)(h) of the Act read with Rule 8(2) of the Companies(Accounts) Rules 2014. Therefore the information required in prescribed form AOC - 2 isnot applicable. The Policy on materiality of Related Party Transactions and also ondealing with such transactions is available on the web-link https://www. Indiabullsrealestate.com/wp-content/uploads/2019/09/IBREL-Policy-for-Dealing-with-Related-Party-Transactions-23.04.2019.pdf.
TRANSFER TO RESERVES
The Company has not transferred any amount to Reserves during the year.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has an elaborate system of internal controls commensuratewith its size scale and operations which also covers financial controls financialreporting fraud control compliance with applicable laws and regulations etc. Regularinternal audits are conducted to check and to ensure that responsibilities are dischargedeffectively. The Internal Audit Department monitors and evaluates the efficacy andadequacy of internal control systems in the Company its compliance with regulatorydirectives efficacy of its operating systems adherence to the accounting procedures andpolicies of the Company and its subsidiaries. Wherever required the internal auditefforts are supplemented by audits conducted by specialized consultants/audit firms. Allfinancial and audit control systems are also reviewed by the Audit Committee of the Boardof Directors of the Company. Based on the report of the internal auditors process ownersundertake corrective actions in their respective areas and thereby strengthen thecontrols.
MATERIAL CHANGES AND COMMITMENTS
Other than those disclosed in this report there are no materialchanges and commitments affecting the financial position of the Company which hasoccurred between the end of the Financial Year of the Company i.e. March 31 2020 and thedate of this Report.
Further no significant and material orders were passed by theregulators or courts or tribunals impacting the going concern status and Company'soperations in future.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGEEARNINGS AND OUTGO
The information on conservation of energy technology absorption andforeign exchange earnings and outgo is as under:
A. Conservation of Energy
The Company operations do not account for substantial energyconsumption. However the Company is taking all possible measures to conserve energy. Asan ongoing process the followings are (i) the steps taken or impact on conservation ofenergy; (ii) the steps taken by the Company for utilising alternate sources of energy; and(iii) the capital investment on energy conservation equipments:
The Company has been able to reduce energy consumption by using starrated appliances where possible and also through the replacement of CFL lights with LEDlights. Monitoring resource usage improved process efficiency reduced waste generationand disposal costs have also supported the cause. The Company continues to explorecollaboration with contractors/partners that ensure conservation of energy and resources.On this front the Company promotes the use of innovative technologies such as greenbuildings and other energy efficient measures for construction of their projects. Some ofthe best practices undertaken for the conservation of energy are:
1. Comprehensive energy-modeling during the design stage to achieveenergy conservation while meeting the functional requirements for both residential andcommercial projects
2. Using passive techniques for cooling such as optimum buildingenvelope design wherever possible
3. Selecting climate appropriate material for the building
4. Using energy saving LED light fixtures
5. Conservation of energy at all of its offices by replacing lightingsystem with LEDs installation of star energy conservation air conditioning systemsinstallation of automatic power controllers to save maximum demand charges and energyinstallation of TFT monitors that saves power and periodic Training sessions foremployees on ways to conserve energy in their individual roles.
Solar energy is the alternate source of energy integrated/beingintegrated into our projects and their operations. As a part of the green buildingguidelines followed by us company's endeavor is to utilize solar energy to meet theenergy demands of the common areas of our developments street lighting etc whereverpossible.
B. Technology Absorption
The Company has implemented best of the class applications to manageand automate its business processes to achieve higher efficiency data integrity and datasecurity. It has helped it in implementing best business practices and shorter time tomarket new schemes products and customer services.
The Company's investment in technology has improved customer servicesreduced operational costs and development of new business opportunities.
I. The efforts made towards technology absorption:
The Company is investing in cutting edge technologies to upgrade itsinfrastructure set up and innovative technical solutions thereby increasing customersatisfaction & employee efficiency. The Company's endeavored is to use upgradedadvance and latest technology machines equipment etc which improves customer delight andemployee efficiency. Some of the initiatives are: Deployment of machines to substitutemanual work partly or fully the improvement of existing or the development/ deployment ofnew construction technologies to speed up the process and make construction moreefficient using LED lighting for common areas of our developments and in our officebuildings using timers for external lighting and basement lighting in some of ourprojects for switching lights on/off as per peak and non-peak hours. The Company promotesthe use of electronic means of communication with its shareholders by sending electroniccommunication for confirmation of payments and other similar purposes. The Company alsoencourages the use of electronic mode of communications to and from all its stakeholders.Soft copies of the annual report(s) along with the notice convening the Annual GeneralMeeting(s) were sent to its shareholders so as to minimize the usage of paper.
II. The benefits derived like product improvement cost reductionproduct development or import substitution:
The Company's approach in adopting technology has improved customersatisfaction reduced operational cost and created new opportunities for development ofbusinesses. Also there is cost reduction in the administration and construction throughutilisation of scheduling and planning efficient practices prefabricated componentsetc. Some of the initiatives are: Indepth planning of construction activities to achieveshorter time-lines and reduced consumption of man and material at siteorganising/scheduling/ structuring the work in tandem with job descriptions to ensureefficiency engaging specialised subcontractors/ consultants to complete tasksefficiently introducing rules and regulations based on national and internationalstandards and internal classifications monitoring performance at projects andadministrative offices.
III. Information regarding imported technology (imported during last 3years) and Expenditure incurred on Research & Development:
Not Applicable since the Company has not imported any technology orincurred expenses of Research & Development during such period.
C. Foreign Exchange Earnings and Outgo
During the year under review there were no foreign exchange earnings(last year Nil). Details of the foreign exchange outgo are given below:
BUSINESS RISK MANAGEMENT
Pursuant to the applicable provisions of the Companies Act 2013 theCompany has formulated robust Business Risk Management framework to identify and evaluatebusiness risks and opportunities. This framework seeks to create transparency minimizeadverse impact on its business objectives and enhance its competitive advantage. Itdefines the risk management approach across the Company and its subsidiaries at variouslevels including the documentation and reporting. At present the Company has notidentified any element of risk which may threaten its existence.
Based on the Market Capitalisation as on March 31 2020 the Companycontinuing to be amongst the Top 500 listed entities does have a duly constituted RiskManagement Committee details of which are disclosed in the Corporate Governance Reportforming part of this Annual Report.
PARTICULARS OF EMPLOYEES
Pursuant to the applicable provisions of the Companies Act 2013 readwith Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014disclosures on Managerial Remuneration are provided in "Annexure 4" forming partof this Report. In terms of the provisions of Section 136(1) of the Companies Act 2013read with the said Rules the Board's Report is being sent to all the shareholders of theCompany excluding the annexure on the names and other particulars of employees requiredin accordance with Rule 5.2 of said rules which is available for inspection by themembers subject to their specific written request in advance to the Company Secretary.The inspection is to be carried out at the Company's Registered Office or at its CorporateOffice at Gurugram during business hours on working days of the Company up to date ofensuing Annual General Meeting.
FAMILIARISATION PROGRAMMED FOR NON-EXECUTIVE DIRECTORS
Non-Executive Directors are familiarised with their roles rights andresponsibilities in the Company as well as with the nature of industry and business modelof the Company through presentations about the Company's strategy business model productand service offerings customers' & shareholders' profile financial details humanresources technology facilities internal controls and risk management their rolesrights and responsibilities in the Company. The Board is also periodically briefed on thevarious changes if any in the regulations governing the conduct of non-executivedirectors including independent directors. The details of the familiarization programmeshave been hosted on the website of the company and can be accessed on the link:http://www. India bullsrealestate.com/investor-relations/.
Pursuant to Section 129 of the Companies Act 2013 the Company hasprepared its Consolidated Financial Statements along with all its subsidiaries in thesame form and manner as that of the Company which shall be laid before its ensuing 14thAnnual General Meeting along with its Standalone Financial Statements. The ConsolidatedFinancial Statements of the Company along with its subsidiaries for the year ended March31 2020 forms part of the Annual Report.
For the performance and financial position of each of the subsidiariesof the Company along with other related information required pursuant to Rule 8(5)(iv) ofthe Companies (Accounts) Rules 2014 the Members are requested to refer to theConsolidated and Standalone Financial Statements of the Company along with the statementpursuant to section 129(3) of the Companies Act 2013 forming part of the Annual Report.
Further pursuant to the provisions of Section 136 of the Act thefinancial statements of the Company consolidated financial statements along with relevantdocuments and separate audited accounts in respect of subsidiaries are also available onthe website of the Company. Shareholders may write to the Company for the annual financialstatements and detailed information on subsidiary companies. Further the documents shallalso be available for inspection by the shareholders at the registered office of theCompany. For names of companies which became or ceased to be subsidiaries or associatecompanies during the year ended March 31 2020 please refer to Form MGT-9 annexed tothis Report.
COMMITTEES OF THE BOARD
In compliance with the relevant provisions of applicable laws andstatutes the Company has the following Board constituted committees:
a) Audit Committee
b) Nomination and Remuneration Committee
c) Stakeholders Relationship Committee
d) Corporate Social Responsibility Committee
e) Risk Management Committee
The details with respect to composition power role terms ofreference etc. of each of these committees are given in the Corporate Governance Reportforming part of this Annual Report.
In addition the Board has also constituted Compensation Committee foradministration of stock options Restructuring Committee for divestment of non-core andcommercial assets Operations Committee and Management Committee for dealing with variousadministrative and operational matters and Reorganisation Committee for reviewmonitoring and implementation of the Scheme of Arrangement for proposed Merger of Embassygroup entity with the Company.
The Board of Directors state that the Company has complied with theapplicable Secretarial Standards (SS-1 and SS-2) respectively relating to Meetings of theBoard its Committees and the General Meetings as issued by the Institute of CompanySecretaries of India.
NUMBER OF CASES FILED IF ANY AND THEIR DISPOSAL UNDER SECTION 22 OFTHE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION AND REDRESSAL) ACT2013
The Company has zero tolerance towards sexual harassment at theworkplace and has adopted a policy on prevention prohibition and redressal of sexualharassment at workplace and has constituted an Internal Complaints Committee in line withthe provisions of the Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013 and the Rules thereunder. During the financial year 2019-20 no casesof sexual harassment were reported.
The Company has complied with provisions relating to the constitutionof Internal Complaints Committee (ICC) under the Sexual Harassment of Women at Work place(Prevention Prohibition and Redressal) Act 2013. The Internal Complaints Committee (ICC)has been set up to redress complaints received if any regarding sexual harassment.
The Company is committed to adhere to the highest standards of ethicalmoral and legal conduct of its business operations. To maintain these standards theCompany has implemented the Whistle Blower Policy ("the Policy") to provide anavenue for employees to report matters without the risk of subsequent victimizationdiscrimination or disadvantage. The Policy applies to all employees working for theCompany and its subsidiaries. Pursuant to the Policy the whistle blowers can raiseconcerns relating to matters such as breach of Company's Code of Conduct fraud briberycorruption employee misconduct illegality misappropriation of Company's funds / assetsetc. A whistle-blowing or reporting mechanism as set out in the Policy invites allemployees to act responsibly to uphold the reputation of the Company and its subsidiaries.The Policy aims to ensure that serious concerns are properly raised and addressed and arerecognized as an enabling factor in administering good governance practices. The detailsof the Whistle Blower Policy are available on the website of the Company (http://www.India bullsrealestate.com).
In terms of General Circular No. 14/2020 dated 8th April 2020 17/2020dated 13th April 2020 22/2020 dated 15th June 2020 issued by Ministry of CorporateAffairs and Circular No. SEBI/HO/CFD/CMD1/CIR/P/2020/79 dated 12th May 2020 issued bySEBI ("Circulars") Electronic copies of the Annual Report 2019-20 and Notice ofthe 14th AGM are being sent to all the members whose email addresses are registered withthe Company / Depository Participant(s). For members who have not registered their emailaddresses are requested to follow procedure specified in the AGM Notice to receive softcopies of the Annual Report 2019-20 and Notice of the 14th AGM through e-mail.
The Company is providing e-voting facility to all members to enablethem to cast their votes electronically on all resolutions set forth in the Notice of the14th AGM. This is pursuant to section 108 of the Companies Act 2013 read with applicableRules and in accordance with the SEBI LODR Regulations. The instructions for e-voting areprovided in the AGM Notice. Additionally Insta-poll facility will also be provided toMembers at AGM by KFin Technologies Private Limited to enable casting of vote by suchmembers who have not utilized e-voting mechanism.
Your Company has been able to operate efficiently because of theculture of professionalism creativity integrity and continuous improvement in allfunctional areas and the efficient utilization of all its resources for sustainable andprofitable growth. Your Directors wish to place on record their appreciation of thecontributions made and committed services rendered by the employees of the Company atvarious levels. Your Directors also wish to express their gratitude for the continuousassistance and support received from the investors clients bankers regulatory andgovernment authorities during the year.