BOARD'S REPORT TO THE MEMBERS
Your Directors present their twenty-second report together with theaudited financial statement of your Company for the year ended on 31st March2021.
|FINANCIAL HIGHLIGHTS (STANDALONE) || ||(Rs. in lakh) |
| ||2021 ||2020 |
|Income from Operations ||8964 ||43988 |
|Other Income ||4675 ||8081 |
|Total Income ||13639 ||52069 |
|Profit / (Loss) Before Depreciation Finance cost and Taxation ||(5936) ||1658 |
|Less: Depreciation ||(665) ||(726) |
|Profit / (Loss) Before Finance cost and Taxation ||(6601) ||932 |
|Less: Finance Cost ||(367) ||(184) |
|Profit / (Loss) Before exceptional item & Taxation ||(6967) ||748 |
|Less: Exceptional Item ||0 ||(23731)1 |
|Profit / (Loss) after exceptional item and before Tax ||(6967) ||(22983) |
|Less: Provision for Taxation || || |
| Current Tax ||0 ||0 |
| Deferred Tax (including MAT Credit) ||1742 ||382 |
|Profit / (Loss) After Tax ||(5225) ||(22601) |
|Add: Balance of Retained earnings of earlier years ||32379 ||57975 |
|Retained earnings available for appropriation ||27154 ||35374 |
|Add: Other Comprehensive Income / (Loss)2 ||(15) ||86 |
|Less: Dividend paid on Equity Shares3 ||0 ||(3081) |
|Retained earnings carried forward ||27139 ||32379 |
1One of the residential projects at NCR of Mahindra Homes PrivateLimited (MHPL) a subsidiary cum joint venture of the Company saw a successful launch in2015 in a buoyant market. However thereafter it witnessed a muted demand and decliningprices and in FY2019-20 also saw significant cancellations of earlier bookings. 4s aresult the Company as a matter of prudence in an uncertain market environment evaluatedthe carrying value of its investment in MHPL and on the basis of estimated Net PresentValue of forecasted cash flows provided for an aggregate impairment loss of ' 23731 lakhin Financial Year 2019-20.
2 Re-measurement of (loss)/gain (net) on deffned benefit plansrecognised as part of retained earnings.
3 Pursuant to applicable provisions of Indian AccountingStandards the amount of dividend paid and income tax thereon mentioned in the columns for2020 represents the final dividend amount declared and income tax thereon for thefinancial year 2019.
In view of the loss for FY 2020-21 and considering the necessity toconserve resources of the Company during this uncertain and difficult times due to theCOVID-19 pandemic the Directors have not recommended any dividend for the financial yearended 31st March 2021.
DIVIDEND DISTRIBUTION POLICY
In terms of Regulation 43A of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 ("SEBI LODR") the Board of Directors of theCompany has formulated and adopted a Dividend Distribution Policy'. The Policyis attached herewith and marked as Annexure 1 and is also available on the Company'swebsite at www.mahindralifespaces.com.
During FY 2020-21 no amount has been transferred to any reserves.
OPERATIONS / STATE OF THE COMPANY'S AFFAIRS
India witnessed a steep contraction in output in 2020-21 following theCovid-19 pandemic. Gross Domestic Product (GDP) is estimated to have declined by 7.3 percent compared to 4 per cent growth in the previous year. Although agriculture grew at 3.6per cent both industry and services which account for over 80 per cent of the GDP wereseverely impacted during the year.
As far as the real estate industry is concerned construction activitycame to a standstill with the lockdown. It was only in the second half of the year thatthe recovery gathered momentum and situation started to improve. During 2020-21 theCompany launched three new projects - Happinest Palghar and Alcove in the MumbaiMetropolitan Region (MMR) and Happinest Tathawade in Pune. The Company also launched freshinventory in two of its existing projects - Vicino in MMR and Happinest Avadi in Chennai.
Despite the pandemic the Company and its subsidiaries sold 1259residential units aggregating 1.07 million square feet of saleable area in 2020-21compared to 1624 units aggregating 1.31 million square feet in the previous year. Thisrepresents gross sales of ' 69528 lakh in 2020-21 compared to ' 67044 lakh in 2019-20.Equally the Company's focus on execution is reflected in the completion of 0.39million square feet and handovers of 605 units to homeowners during the year. Collectionsalso remained robust at ' 758 crore in 2020-21 compared to ' 930 crore in 2019-20.
Overall in the residential business the Company is currentlydeveloping 4.26 million square feet with another 4.71 million square feet available in theform of forthcoming projects - new phases of ongoing projects and new projects that areunder planning.
In the Integrated Cities and Industrial Clusters business around 55.6acres of land leases were concluded in 2020-21 compared to 43 acres in the previous year.This included transactions across all three operational projects of the Company includingOrigins Chennai its new industrial cluster project. The Company is also developing itssecond industrial cluster project - Origins (Ahmedabad) Gujarat.
Total income of your Company as a standalone entity was ' 13639 lakhin 2020-21 as compared to ' 52069 lakh in 2019-20. Loss before taxes stood at ' 6967lakh in 2020-21 as compared to loss before tax after exceptional item of ' 22983 lakh in2019-20. The loss after tax was ' 5225 lakh as compared to loss (after exceptional item)of ' 22601 lakh in 2019-20. Total income in 2020-21 includes dividend income of ' 2761lakh from Mahindra Infrastructure Developers Limited a subsidiary company. In 2019-20the Company had received dividend income of ' 3085 lakh from its subsidiary companies.
Total Consolidated income of your Company stood at ' 18782 lakh in2020-21 as compared to ' 64592 lakh in 2019-20. Consolidated loss before tax was ' 7778lakh in 2020-21. Consolidated loss after tax was ' 7145 lakh in 2020-21 as compared toloss after tax (after exceptional item) of ' 19455 lakh in 2019-20.
THE COVID-19 PANDEMIC
The year started amidst a strict nationwide lockdown in India withtough restrictions on economic activity and mobility. The Company and indeed the entirereal estate sector in India saw a collapse in construction activity following thelockdown. At that time there was an unprecedented uncertainty about the eventual impactof the Covid-19 pandemic.
To deal with the situation the Company formed a cross-functional RapidAction Force which constantly monitored the situation and took swift and effective actionsto mitigate the risks associated with the Covid-19 crisis. This included meeting safetyand health- related challenges of its people ensuring business continuity under lockdownand adapting the organisation to ramp-up operations as restrictions were gradually lifted.
During the year it implemented several technology-aided interventionsto adapt to the new environment and ensure effective business operations including projectlaunches and sales. At its project sites technology enabled real-time monitoring ofprogress and adherence to the comprehensive safety and health protocols. Besides theCompany took several measures to support workers with essential supplies medical carefacilities for safe worker movement to sites and provision for on-site accommodationwhere possible to mitigate risks associated with disruption of construction activity onaccount of Covid-19 pandemic. The Company continues to be fully aligned with governmentguidelines and best practices on safety health and hygiene.
The Company is actively monitoring the impact of the Covid-19 pandemicon its financial condition liquidity operations suppliers industry and workforce. Ithas used the principles of prudence in applying judgments estimates and assumptions basedon the current estimates. In assessing the recoverability of assets such as goodwillinventories financial and other assets based on current indicators of future economicconditions the Company expects to recover the carrying amounts of its assets. The extentto which Covid-19 impacts the operations will depend on future developments which remainuncertain.
Besides this no material changes and commitments have occurred afterthe close of the year till the close of this Report which affects the financial positionof the Company.
AWARDS AND RECOGNITION
Your Company and its subsidiaries received several awards andrecognitions during the financial year 2020-21. Some of the prestigious awards are:
The Company was recognized as One of India's Top Buildersat the 15th Construction World Architect & Builder Awards 2020;
The Company was awarded in the Corona Warriors'category at the CIDC Vishwakarma Awards 2021;
Mahindra Happinest Kalyan received award for achievement inConstruction Health Safety & Environment and award for Corona Warriors' byCIDC Vishwakarma;
Mahindra World City Chennai for its contribution insustainability received sixth rank overall in the Top 10 Free Zones globally andthought leadership award' by fDi Magazine;
Mahindra World City Chennai recognized as Best IndustrialPark' at Business Today Business Leaders of State Awards 2021';
Mahindra World City Jaipur received bespoke award'in Global Free Zones of the Year 2020 by fDi Magazines;
Mahindra World City Jaipur received Gold Award' inthe OHS category at the 8th Exceed Occupational Health Safety (OHS) in RealEstate & Construction Sector by Sustainable Development Foundation;
Mahindra World City Jaipur was awarded in the CoronaWarriors' category at the CIDC Vishwakarma Awards 2021.
During the year the Company has issued and allotted 21850 equityshares of ' 10 each at an exercise price of ' 10 per share to the eligible employeespursuant to exercise of stock options granted under Employee Stock Option Scheme - 2012(ESOS - 2012). No Stock Options were exercised under Employee Stock Option Scheme - 2006(ESOS - 2006).
Consequently during the year the issued equity share capital hasincreased from ' 5141.25 lakh to ' 5143.43 lakh and the subscribed and paid up equityshare capital of the Company has increased from ' 5136.14 lakh to ' 5138.32 lakh.
After FY 2020-21 till date the Company has allotted 7550 equityshares of ' 10 each at an exercise price of ' 10 per share to the eligible employeespursuant to exercise of stock options granted under ESOS - 2012. Consequently the issuedequity share capital has increased from ' 5143.43 lakh to ' 5144.19 lakh and thesubscribed and paid up equity share capital of the Company has increased from ' 5138.32lakh to ' 5139.08 lakh.
The allotment of 51063 equity shares of the Company has been kept inabeyance in accordance with Section 206A of the Companies Act 1956 (now corresponding toSection 126 of the Companies Act 2013) till such time the title of the bona- fide ownersof the shares is certified by the concerned Stock Exchange or the Special Court (Trial ofoffenses relating to transactions in Securities).
During the year the Company has not issued any equity shares withdifferential rights or any sweat equity shares.
EMPLOYEE STOCK OPTIONS SCHEME
During the year the Shareholders at the 21st AnnualGeneral Meeting of the Company held on 28th August 2020 approved amendmentsto the Employee Stock Options Scheme - 2012 (ESOS-2012) and Employee Stock Options Scheme- 2006 (ESOS-2006). The amendments were pertaining to increase in the maximum limit ofoptions per employee from limit of 100000 to 400000 under ESOS-2006 and from 50000 to100000 under ESOS-2012 and granting authority to Nomination & Remuneration Committee(NRC) to create fresh options in lieu of the lapsed / cancelled Options under ESOS-2006.In addition to above NRC had also made certain amendments to both the Schemes which wereadministrative in nature. None of the amendments made under both the Schemes were materialin nature. The existing schemes including amendments made during the year are incompliance with Securities and Exchange Board of India (Share Based Employee Benefits)Regulations 2014 ("SBEB Regulations") and other applicable Regulations andCirculars in force from time to time.
During the year NRC approved grant of total 67654 Stock Options underESOS-2012 to the eligible employees at an exercise price of ' 10 each which is equal tothe face value of the equity share of the Company.
During the year NRC approved grant of total 400000 Stock Options toManaging Director & CEO under ESOS-2006 at an exercise price of ' 246 each. Alloptions except above and 5000 Stock Options granted on 4th August 2012granted under ESOS-2006 and not exercised have lapsed.
The Company does not have any scheme envisaged under Section 67 of theCompanies Act 2013 ("the Act") in respect of shares on which voting rights arenot directly exercised by the employees.
A certificate from the Statutory Auditor confirming that theabove-mentioned Schemes i.e. ESOS-2006 and ESOS-2012 have been implemented by the Companyin accordance with the SBEB Regulations and the Resolutions passed by the Members for thesaid schemes will be placed before the members in the Annual General Meeting.
The disclosure in relation to ESOS-2006 and ESOS-2012 under the SBEBRegulations is uploaded on the website of the Company at www.mahindralifespaces.com.
As on 31st March 2021 the Promoter and the Holding companyi.e. Mahindra and Mahindra Limited (M&M) holds 26439850 equity shares representing51.46% of the total paid-up equity capital of the Company. There was no change in theshareholding of M&M during the year.
The Company continues to be a Subsidiary Company of M&M. Allsubsidiary companies of the Company are consequently subsidiary companies of M&M.
SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES AS PER COMPANIESACT 2013
A report highlighting performance of each of the subsidiariesassociates and joint venture companies as per the Act and their contribution to theoverall performance of the Company is provided in the consolidated financial statement atnote no 44. During the year no company became or ceased to be a Subsidiary / Associate /Joint Venture company of the Company.
Subsidiary and Joint Venture Companies
Mahindra World City (MWC) Chennai is being implemented by MahindraWorld City Developers Limited (MWCDL) an 89:11 joint venture between the Company and theTamil Nadu Industrial Development Corporation Limited (TIDCO) respectively. It is thefirst township in India to receive the Green Township Certification (Stage I Goldcertification) from IGBC. Mahindra World City Chennai was launched in September 2002and currently has three sector specific Special Economic Zones (SEZs) - IT (services andmanufacturing) Apparel and Fashion Accessories Auto Ancillaries and a Domestic TariffArea (DTA) for businesses catering to the Indian market. Integrated to the business zoneis a Residential and Social zone. At the end of FY 2020-21 the project had a total areaof 1524 acres and a leasable potential of 1145 acres across its Special Economic Zone(SEZ) Domestic Tariff Area (DTA) and Residential & Social Zone (R&S). The Companyis focusing on clients for social infrastructure having leased entire industrial landinventory.
Mahindra World City (MWC) Jaipur is being implemented by MahindraWorld City (Jaipur) Limited (MWCJL) a 74:26 joint venture between the Company andRajasthan State Industrial Development & Investment Corporation Limited (RIICO) aGovernment of Rajasthan enterprise respectively. The project is spread across 2913 acresof land and a leasable potential of 2011 acres and offers multi product SEZ along withDTA and Social & Residential Infrastructure.
The Company has partnered with International Finance Corporation (IFC)a member of the World Bank Group for the development of MWC Jaipur. IFC has invested '19479.03 lakh in MWCJL and is entitled to economic rights to the extent of 50% on 500acres of gross land comprising first 250 acres of SEZ and first 250 acres of DTA.
Mahindra Integrated Township Limited (MITL) is a codeveloper indeveloping the residential township area at Mahindra World City Chennai (MWC Chennai).Its current developments include Iris Court' Nova' andLakewoods'. Additionally MITL is in the process of obtaining approvals for itsnext project at MWC Chennai. After excluding the area under the above projects MITLstill has approximately 135 acres to be developed in phases for offering products indifferent formats and segments. The Company directly and indirectly owns 97.14% of MITL.MITL is in the process of converting approximately 25 acres of land to industrial land forwhich approvals are underway. This will allow MITL to cater to the market for industrialland.
Mahindra Residential Developers Limited (MRDL) which is a wholly ownedsubsidiary of Mahindra Integrated Township Limited (MITL) and a co-developer isdeveloping a gated residential community in approximately 54 acres within Mahindra WorldCity Chennai under the name Aqualily'.
Mahindra Bloomdale Developers Limited (MBDL) is a wholly ownedsubsidiary of the Company. MBDL is developing a gated residential communityBloomdale' across approximately 25.2 acres at Multi-modal International HubAirport at Nagpur (MIHAN).
Mahindra Homes Private Limited (MHPL) is a 71.61 : 28.39 joint venturebetween the Company and Actis Mahi Holding (Singapore) Private Limited(Actis') respectively and is developing in collaboration with a developer andland owning companies a group housing project "Luminare" at NCR onapproximately 6.80 acres. It has completed a residential project "Windchimes" atBengaluru on approximately 5.90 acres.
Mahindra Happinest Developers Limited (MHDL) is a 51:49 joint venturebetween the Company and HDFC Capital Affordable Real Estate Fund - I (HDFC) respectively.During the year MHDL launched second phase of existing project Palghar HappinestPalghar'. This is the third project under the brand Happinest'. MHDL hastill date launched projects having development potential of upto 1.45 million squarefeet.
Mahindra Industrial Park Chennai Limited (MIPCL) is a 60:40 jointventure between MWCDL and Sumitomo Corporation Japan respectively. MIPCL is setting upan industrial cluster in North Chennai (the NH-16 corridor) on approximately 289 acreswith a leasable potential 209 acres under the brand Origins by Mahindra WorldCity'.
Mahindra Industrial Park Private Limited (MIPPL) a wholly ownedsubsidiary of the Company has acquired around 340 acres of contiguous land at Jansali nearAhmedabad for setting up an industrial cluster having leasable potential 221 acres. TheCompany has partnered with International Finance Corporation (IFC) a member of the WorldBank Group for the development of upcoming project at Jansali. IFC till date hasinvested ' 7564.50 lakh in MIPPL and is entitled to economic rights to the extent of 50%in MIPPL.
Mahindra Infrastructure Developers Limited (MIDL) a wholly ownedsubsidiary of the Company is an equity participant in the project company namely NewTirupur Area Development Corporation Limited (NTADCL) implementing the Tirupur WaterSupply and Sewerage project.
Mahindra Water Utilities Limited (MWUL) is engaged in the business ofoperation and maintenance services for water and sewerage facilities at Tirupur India andis a 98.99% subsidiary of Mahindra Infrastructure Developers Limited and consequently asubsidiary of the Company.
Mahindra World City (Maharashtra) Limited (MWCML) is a subsidiary ofthe Company which was set up to undertake large format development. MWCML is looking foran appropriate business opportunity to take up projects in large format development.
Deep Mangal Developers Private Limited (DMDPL) is a subsidiary of MWCMLand consequently a subsidiary of the Company. DMDPL intends to develop approx. 1300 acresland at Murud on southern coast of Maharashtra as a one-of-its-kind tourist destinationcatering to globally growing need of holistic healthcare and wellness tourism besidespromoting adventure and heritage tourism.
Knowledge Township Limited (KTL) a wholly owned subsidiary of theCompany will be developing an industrial park in Maharashtra under the brand Originsby Mahindra World City' for which the company is in the process of procuring therequired land area of approx 1039 acres. KTL is focusing on completing necessarycompliances and obtaining requisite approvals for acquisition of land parcels to achievecontiguity.
Industrial Township (Maharashtra) Limited (ITML) and AnthuriumDevelopers Limited (ADL) wholly owned subsidiaries of the Company are exploring thepossibility of taking up real estate development projects and Moonshine ConstructionPrivate Limited and Mahindra Knowledge Park Mohali Limited subsidiaries of the Companyare on the lookout for a viable proposition.
As of 31st March 2021 no company is an associate of theCompany.
CONSOLIDATED FINANCIAL STATEMENT
The audited consolidated financial statement of the Company prepared inaccordance with the applicable Accounting Standards along with all relevant documents andthe Auditors' Report forms part of this Annual Report.
The audited financial statement of each of the subsidiaries is placedon the website of the Company at web link: www.mahindralifespaces.com.
The Company will provide the financial statements of subsidiaries uponreceipt of a written request from any member of the Company interested in obtaining thesame. The financial statement of subsidiaries will also be available for inspection at theRegistered Office of your Company during working hours up to the date of the AnnualGeneral Meeting.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The Management Discussion and Analysis Report which gives a detailedaccount of state of affairs of the operations of the Company and its subsidiaries formspart of this Annual Report.
A report on Corporate Governance along with a certificate from theAuditors of the Company regarding the compliance with the conditions of CorporateGovernance as stipulated under the SEBI LODR forms part of this Annual Report.
SUSTAINABLE DEVELOPMENT AND BUSINESS RESPONSIBILITY REPORT
Your Company has been at the forefront of the real estate industry inIndia to achieve mission of Transforming urban landscapes by creating sustainablecommunities'. Sustainability is thus a core agenda for the Company. The details ofthe Company's approach to sustainability describing the initiatives taken by theCompany from an environmental social and governance perspective are covered in theprescribed format of Business Responsibility Report which forms part of this AnnualReport.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
The Company's guiding principle for CSR is to build itsrelationship with stakeholders and the community at large and contribute to their longterm social good and welfare. The Company in every financial year in line with theCompanies Act 2013 pledges to spend minimum two % of the average net profits made duringthe three immediately preceding financial years towards CSR initiatives.
The Company has constituted a Corporate Social Responsibility (CSR)Committee comprising Non-Executive Non-Independent Director Mr. Arun Nanda Non-ExecutiveIndependent Director Ms. Amrita Chowdhury and the Managing Director & CEO Mr. ArvindSubramanian. Mr. Arun Nanda is the Chairman of the Committee. During the year Ms.Sangeeta Prasad ceased to be a member of the Committee consequent to her resignation asthe Managing Director & CEO of the Company effective from the close of business hoursof 30th June 2020. The Board at its meeting held on 14th May 2020nominated Mr. Arvind Subramanian the Managing Director & CEO as a member of theCommittee effective 1st July 2020. The role of the Committee inter alia isto formulate and recommend to the Board a Corporate Social Responsibility Policyexpenditure to be incurred on the CSR activities an annual action plan in pursuance ofits CSR policy etc.
The Company's CSR Policy lays out the vision objectives andimplementation mechanism. The Company has modified CSR policy of the Company to align withthe statutory amendments. The Company's CSR policy is available on the Company'sweb link at www.mahindralifespaces.com.
The Company's CSR activities inter alia have traditionallyfocused on education skill development health environment and promoting sustainablepractices.
The objective of the CSR policy is to:
Promote a unified approach to CSR to incorporate under oneumbrella the diverse range of the Company's philanthropic activities thus enablingmaximum impact of the CSR initiatives;
Ensure an increased commitment at all levels in theorganisation to operate in an economically socially and environmentally responsiblemanner while recognising the interests of all its stakeholders;
Encourage employees to participate actively in theCompany's CSR and give back to the society in an organised manner through theemployee volunteering programme called Employee Social Options.
The Company's commitment to CSR will be manifested by investingresources in any of the areas stipulated in Schedule VII to the Companies Act 2013 asamended from time to time. The Company gives preference to the local area and area aroundit where it operates for spending the amounts earmarked for CSR activities.
During the year the Company has spent ' 70.72 lakh as against thestatutory requirement of CSR expenditure of ' 69.34 lakh.
The annual report on the CSR activities is at Annexure 2 to thisReport.
Pursuant to Section 152 of the Companies Act 2013 and Article 116 ofthe Articles of Association of the Company Mr. Arun Nanda (DIN: 00010029) Non-ExecutiveNonIndependent Director retires by rotation at the 22nd Annual General Meetingof the Company and being eligible has offered himself for re-appointment. The Board hasrecommended his reappointment at the forthcoming Annual General Meeting as Non-ExecutiveNon-Independent Director of the Company liable to retire by rotation.
The Board at its meeting held on 23rd March 2021 subjectto the requisite approvals appointed Mr. S. Durgashankar (DIN: 00044713) as an AdditionalDirector of the Company in the category of Non-Executive Non-Independent Director pursuantto Section 161 of the Act and Article 128 of the Articles of Association of the Company.Mr. S. Durgashankar will hold office of the Additional Director upto the date offorthcoming Annual General Meeting. The Company has received a notice as per theprovisions of Section 160(1) of the Companies Act 2013 from a Member in writing proposinghis candidature for the office of Director. The Board has recommended to the shareholdershis appointment at the forthcoming Annual General Meeting as a Non-ExecutiveNon-Independent Director of the Company liable to retire by rotation.
Brief resume and other details of Mr. Arun Nanda and Mr. S.Durgashankar in terms of Regulation 36(3) of SEBI LODR and Secretarial Standards onGeneral Meeting are provided in the Corporate Governance Report forming part of theAnnual Report. None of the Directors of the Company are inter-se related to each other.Both the abovementioned Directors are not disqualified from being re-appointed / appointedas Directors by virtue of the provisions of Section 164 of the Companies Act 2013.
The performance evaluation of Non-Independent Directors and the Boardas a whole Committees thereof and Chairman of the Company was carried out by IndependentDirectors. Pursuant to the provisions of the Act the Nomination & RemunerationCommittee (NRC) specified the manner of effective evaluation of the performance of theBoard its Committees and individual Directors. In terms of manner of performanceevaluation specified by the NRC the performance evaluation of the Board its Committeesand individual Directors was carried out by NRC and the Board of Directors. Furtherpursuant to Schedule IV of the Act and Regulation 17(10) of the SEBI LODR the evaluationof Independent Directors was done by the Board of Directors. For performance evaluationstructured questionnaires covering various aspects of the evaluation such as adequacy ofthe size and composition of the Board and Committee thereof with regard to skillexperience independence diversity attendance and adequacy of time given by theDirectors to discharge their duties Corporate Governance practices etc. were circulatedto the Directors for the evaluation process. All Directors unanimously expressed that theevaluation outcome reflected high level of engagement of the Board of Directors and itscommittees amongst its members with the Company and its management and that they are fullysatisfied with the same.
The Company has received declarations from each of the IndependentDirectors confirming that they meet the criteria of independence as provided in theCompanies Act 2013 and SEBI LODR. The declarations also confirm compliance with sub-rule1 and 2 of Rule 6 of the Companies (Appointment and Qualifications of Directors) FifthAmendment Rules 2019.
The details of familiarization programme for Independent Directors havebeen disclosed on website of the Company and is available at the linkwww.mahindralifespaces.com.
The salient features of the following policies of the Company areattached herewith and marked as Annexure 3:
1. Policy on appointment of Directors and Senior Management;
2. Policy on Remuneration of Directors; and
3. Policy on Remuneration of Key Managerial Personnel and Employees.
The aforesaid policies are also available at the linkwww.mahindralifespaces.com.
The Managing Director & CEO draws remuneration only from theCompany and does not receive any remuneration or commission from any of its subsidiarycompanies / holding company.
KEY MANAGERIAL PERSONNEL (KMP)
As on 31st March 2021 details of Key Managerial Personnelunder the Companies Act 2013 are given below:
|Sr. No. Name of the Person ||Designation |
|1 Mr. Arvind Subramanian ||Managing Director & CEO |
|2 Mr. Vimal Agarwal ||Chief Financial Officer |
Mr. Suhas Kulkarni General Counsel & Company Secretary retiredfrom the Company effective 31st December 2020 after serving for 16 years. AllBoard members expressed their sincere appreciation and gratitude for Mr. Kulkarni forhandling legal company secretarial and compliance responsibilities for the Company inmost professional and seamless manner during his tenure as a General Counsel & CompanySecretary and wished him the very best in the next phase of his journey. The Board in theinterim appointed Mr. Ankit Shah as Assistant Company Secretary and Compliance Officereffective 1st January 2021. Subsequently pursuant to provisions of Section203 of the Companies Act 2013 the Board effective 12th May 2021 appointedMr. Ankit Shah as a Company Secretary and Key Managerial Personnel of the Companydesignated as Assistant Company Secretary and Compliance Officer'.
A calendar of meetings is prepared and circulated in advance toDirectors. During the year 5 (Five) Board Meetings were convened and held throughaudio/video conferencing the details of which are given in the Corporate GovernanceReport. The intervening gap between two consecutive meetings was within the periodprescribed under the Companies Act 2013
Secretarial Standards on Board Meetings and SEBI LODR as amended fromtime to time.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Companies Act 2013 the Directorsbased on the representations received from the operating management and after due enquiryconfirm that:
(a) in the preparation of the annual accounts the applicableaccounting standards had been followed along with proper explanation relating to materialdepartures;
(b) they had selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company at the end of thefinancial year 31st March 2021 and of the loss of the Company for that period;
(c) they had taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;
(d) they had prepared the annual accounts on a going concern basis;
(e) they had laid down internal financial controls to be followed bythe Company and that such internal financial controls are adequate and are operatingeffectively; and
(f) they had devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.
INTERNAL FINANCIAL CONTROLS
The Company has in place adequate internal financial controls withreference to the Financial Statements. The Audit Committee of the Board reviews theinternal control systems including internal financial control system the adequacy ofinternal audit function and significant internal audit findings with the managementInternal Auditors and Statutory Auditors.
As on 31st March 2021 the Audit Committee comprised ofthree Non-Executive Independent Directors namely Mr. Ameet Hariani Ms. Amrita ChowdhuryMr. Bharat Shah and one Non-Executive Non-Independent Director Mr. Arun Nanda. Mr. AmeetHariani is the Chairman of the Committee. During the year Dr. Anish Shah in view of hisengagement with several companies requested the Board to reconstitute the Audit Committeeby appointing someone in his place. Accordingly the Board at its meeting held on 29thJuly 2020 reconstituted the Audit Committee by appointing Mr. Arun Nanda as a member ofthe Committee in place of Dr. Anish Shah.
All members of the Audit Committee possess strong knowledge ofaccounting and financial management. The Managing Director Chief Executive Officer ChiefFinancial Officer the Internal Auditors and Statutory Auditors are regularly invited toattend the Audit Committee Meetings. The Company Secretary is the Secretary to theCommittee. The Internal Auditor reports to the Chairman of the Audit Committee. Thesignificant audit observations and corrective actions as may be required and taken by themanagement are presented to the Audit Committee. The Board has accepted allrecommendations made by the Audit Committee from time to time.
VIGIL MECHANISM / WHISTLE BLOWER MECHANISM
The Company has established a vigil mechanism by adopting a WhistleBlower Policy for stakeholders including directors and employees of the Company and theirrepresentative bodies to report genuine concerns in the prescribed manner to freelycommunicate their concerns / grievances about illegal or unethical practices in theCompany actual or suspected fraud or violation of the Company's Code or Policies.The vigil mechanism is overseen by the Audit Committee and provides adequate safeguardsagainst victimisation of stakeholders who use such mechanism. It provides a mechanism forstakeholders to approach the Chairman of Audit Committee or Chairman of the Company or theCorporate Governance Cell consisting of Chief Legal Officer / Company Secretary ChiefFinancial Officer and Chief Ethics Officer (Chief People Officer). During the year noperson was denied access to the Chairman of the Audit Committee or to the Chairman of theCompany or to the Corporate Governance Cell. The Whistle Blower Policy of the Company isavailable at web link www.mahindralifespaces.com.
The Company has appropriate risk management systems in place foridentification and assessment of risks measures to mitigate them and mechanisms fortheir proper and timely monitoring and reporting. In view of the non-applicability ofRegulation 21 of SEBI LODR to constitute Risk Management Committee and considering thescope of evaluation of Risk Management System being carried out by the Audit Committeeduring the year the Board of Directors at its meeting held on 23rd January2021 disbanded the Risk Management Committee.
Subsequently the provisions of Regulation 21 of SEBI LODR becameapplicable and therefore the Board at its meeting held on 12th May 2021constituted the Risk Management Committee consisting Ms. Amrita Chowdhury IndependentDirector Mr. S. Durgashankar Non-Executive Non Independent Director Mr. ArvindSubramanian Managing Director & CEO and Mr. Vimal Agarwal Chief Financial Officer.The role of the committee inter alia includes formulation overseeing and implementationof risk management policy business continuity plan and to ensure that appropriatemethodology processes and systems are in place to monitor and evaluate risks associatedwith the business of the Company.
The Shareholders of the Company at the 18th Annual GeneralMeeting of the Company held on 25th July 2017 had appointed M/s. DeloitteHaskins & Sells LLP Chartered Accountants Mumbai (ICAI Registration Number-117366W/W-100018) as Statutory Auditors of the Company to hold office until theconclusion of the 23rd Annual General Meeting to be held in the calendar year2022 to conduct the audit of the Accounts of the Company at such remuneration as may bemutually agreed upon between the Board of Directors of the Company and the Auditors.
As required under the provisions of Section 139(1) and 141 of theCompanies Act 2013 read with the Companies (Accounts and Auditors) Rules 2014 theCompany has received a written consent and certificate from the auditors to the effectthat they are eligible to continue as Statutory Auditor of the Company.
The notes of the financial statements referred to in the Auditors'Report issued by M/s. Deloitte Haskins & Sells LLP Chartered Accountants Mumbai forthe financial year ended on 31st March 2021 are self-explanatory and do notcall for any further comments. The Auditors' Report does not contain anyqualification reservation or adverse remark.
The Board of Directors on recommendation of the Audit Committee hasappointed CMA Vaibhav Prabhakar Joshi Practising Cost Accountant Mumbai (Membership No.15797 & Firm Registration No. 101329) as Cost Auditor of the Company to conduct auditof the cost records maintained by the Company for the financial year 2020-21. CMA VaibhavPrabhakar Joshi has confirmed that his appointment is within the limits of Section141(3)(g) of the Companies Act 2013 and has also certified that he is free from anydisqualification specified under Section 141 and proviso to Section 148(3).
As per the provisions of the Companies Act 2013 the remunerationpayable to the Cost Auditor is required to be placed before the Shareholders in a GeneralMeeting for their ratification. Accordingly pursuant to recommendation of the Board aresolution seeking Shareholders' ratification for remuneration payable to CMA VaibhavPrabhakar Joshi Practising Cost Accountant is included in the notice of the ensuingAnnual General Meeting.
The Company is required to maintain cost records as specified underSection 148 (1) of the Companies Act 2013 and such accounts and records are made andmaintained by the Company for the financial year 2020-21.
Pursuant to the provisions of Section 204 of the Companies Act 2013and Rules thereunder the Board has appointed M/s. Martinho Ferrao & AssociatesPractising Company Secretaries (Membership No: FCS No. 6221 and CP No. 5676) to conductthe secretarial audit of the Company.
The Secretarial Audit Report for the financial year ended 31 st March2021 is annexed herewith and marked as Annexure 4 to this Report. The Secretarial AuditReport does not contain any qualification reservation or adverse remark.
SECRETARIAL AUDIT OF MATERIAL UNLISTED INDIAN SUBSIDIARY
For the financial year 2020-21 Mahindra World City (Jaipur) LimitedMahindra Homes Private Limited and Mahindra Bloomdale Developers Limited are the materialunlisted subsidiaries of the Company. As per Regulation 24A of SEBI LODR the SecretarialAudit of the material subsidiaries mentioned above has been conducted for the financialyear 2020-21 by Practicing Company Secretaries. None of the said Audit Reports contain anyqualification reservation or adverse remark or disclaimer. The Secretarial Audit Reportsof material subsidiaries for the financial year ended 31st March 2021 areannexed herewith and marked as Annexure 5 to this Report.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186 OFTHE COMPANIES ACT 2013
The Company being formed for and engaged in real estate development(Infrastructural facilities) is exempt from the provisions of Section 186 of the CompaniesAct 2013 related to any loans made or any guarantees given or any securities provided orany investments made by the Company. However the details of the investments made andloans given are provided in the standalone financial statement at Note no. 8 and 14.
CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES
All contracts / arrangements / transactions entered by the Companyduring the financial year with related parties were in the ordinary course of business andon an arm's length basis. During the year the Company had not entered into anycontract / arrangement / transaction with related parties which could be consideredmaterial. In view of the above the requirement of giving particulars of contracts /arrangements / transactions made with related parties in Form AOC-2 are not applicablefor the year under review.
The "Policy on materiality of and on dealing with related partytransactions" (as amended) as approved by the Board may be accessed on theCompany's website at the link www.mahindralifespaces.com.
The Directors draw attention of the members to note no. 36 to thestandalone financial statement which sets out related party disclosures.
DEPOSITS LOANS ADVANCES AND OTHER TRANSACTIONS
Your Company has not accepted any deposits from public or its employeesand as such no amount on account of principal or interest on deposit were outstanding asof the Balance Sheet date. The details of loans and advances which are required to bedisclosed in the annual accounts of the Company pursuant to Regulation 34(3) read withSchedule V of the SEBI LODR are provided in the standalone financial statement at note no.40.
Further in terms of Regulation 34(3) read with Schedule V of the SEBILODR details of the transactions of the Company with the promoter and holding companyMahindra & Mahindra Limited holding 51.46% in the paid up equity capital of theCompany as on 31st March 2021 in the format prescribed in the relevantaccounting standards for annual results are given in Note no. 36 to the standalonefinancial statement.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGEEARNINGS AND OUTGO
Information relating to the Conservation of Energy TechnologyAbsorption and Foreign Exchange Earnings and Outgo as per Section 134(3)(m) of theCompanies Act 2013 read with the Rule 8(3) of the Companies (Accounts) Rules 2014 isgiven in Annexure 6 to this report.
PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
Disclosures with respect to the remuneration of Directors KMPs andemployees as required under Section 197(12) of the Companies Act 2013 read with Rule 5(1)of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 aregiven in Annexure 7 to this Report.
Details of employee remuneration as required under provisions ofSection 197(12) of the Companies Act 2013 read with Rule 5(2) & 5(3) of Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 are available on yourCompany's website at: www.mahindralifespaces.com.
The Annual Return in Form MGT-7 for the financial year ended 31stMarch 2021 is available on the website of the Company at www.mahindralifespaces.com.
The Directors have devised proper systems to ensure compliancewith the provisions of all applicable Secretarial Standards and that such systems areadequate and operating effectively.
No fraud has been reported during the audit conducted by theStatutory Auditors Secretarial Auditors and Cost Auditors of the Company.
During the year no revision was made in the previous financialstatement of the Company.
For the financial year ended on 31st March 2021 theCompany has complied with provisions relating to the constitution of Internal ComplaintsCommittee under the Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013.
No significant or material orders were passed by the Regulatorsor Courts or Tribunals which impact the going concern status and Company's operationin future.
Certain statements in the Boards' Report describing theCompany's objectives projections estimates expectations or predictions may beforward-looking statements within the meaning of applicable securities laws andregulations. Actual results could differ from those expressed or implied. Importantfactors that could make a difference to the Company's operations include labour andmaterial availability and prices cyclical demand and pricing in the Company'sprincipal markets changes in government regulations tax regimes economic developmentwithin India and other incidental factors.
The Company shall be registering its forthcoming projects at anappropriate time in the applicable jurisdictions / States under the Real Estate(Regulation and Development) Act 2016 (RERA) and Rules thereunder. Till such time theforthcoming projects are registered under RERA none of the images material projectionsdetails descriptions and other information that are mentioned in the Annual Report forthe year 2020-21 should be deemed to be or constitute advertisements solicitationsmarketing offer for sale invitation to offer or invitation to acquire within thepurview of the RERA. The Company uses carpet areas as per RERA in its customercommunication. However the data in saleable area terms has been presented in the AnnualReport for the year 2020-21 to enable continuity of information to investors and shall notbe construed to be of any relevance to home buyers / customers.
The Directors would like to thank all shareholders customers bankerscontractors suppliers joint venture partners and associates of your Company for thesupport received from them during the year. The Directors would also like to place onrecord their appreciation of the dedicated efforts put in by employees of the Company.