Oberoi Realty Ltd.
|BSE: 533273||Sector: Infrastructure|
|NSE: OBEROIRLTY||ISIN Code: INE093I01010|
|BSE 00:00 | 25 Jan||552.00||
|NSE 00:00 | 25 Jan||550.75||
|Mkt Cap.(Rs cr)||20,071|
|Mkt Cap.(Rs cr)||20070.72|
Oberoi Realty Ltd. (OBEROIRLTY) - Director Report
Company director report
Oberoi Realty Limited
Your Directors have pleasure in presenting the Twenty First Annual Report of theCompany on the business and operations of the Company together with the Audited FinancialStatements for the year ended March 312019.
The Company's performance during the financial year ended March 31 2019 as compared tothe previous financial year is summarized below:
(र: in Lakh)
NATURE OF BUSINESS
The Company is engaged in the activities of Real Estate Development and Hospitality. Onthe real estate development front the Company develops residential commercial retailand social infrastructure projects. There was no change in nature of the business of theCompany during the year under review.
FINANCIAL PERFORMANCE Consolidated Financials
During the year under review your Company's consolidated total revenue stood atर:266124.69 lakh as compared to र:129200.70 lakh for the previous yearrepresenting an increase of 105.98%; profit before tax stood at र:117762.43 lakh forthe year under review as compared to र:64952.56 lakh for the previous year representingan increase of 81.31%; and the total comprehensive income stood at र:81756.27 lakh ascompared to र:45998.99 lakh for the previous year representing an increase of 77.73%.
During the year under review the total revenue stood at र:115828.07 lakh ascompared to र:108334.18 lakh for the previous year representing an increase of 6.92%;profit before tax stood at र:64488.59 lakh for the year under review as compared toर:59093.84 lakh for the previous year representing an increase of 9.13%; and the
total comprehensive income stood at र:45419.82 lakh as compared to र:41795.40lakh for the previous year representing an increase of 8.67%.
REPORT ON PERFORMANCE AND FINANCIAL POSITION OF SUBSIDIARIES ASSOCIATES AND JOINTVENTURE COMPANIES
The performance and financial position of each of the subsidiaries associates andjoint venture companies for the year ended March 31 2019 is attached to the financialstatements hereto.
No company has become or ceased as subsidiary associate and joint venture during theyear under review.
TRANSFER TO RESERVES
It is not proposed to transfer any amount to reserves out of the profits earned duringFY 2018-19.
Taking into consideration the stable performance of your Company and in recognition ofthe trust in the management by the members of the Company the Directors are pleased torecommend a dividend at the rate of र:2 per equity share i.e. 20% of the paid up EquityShare Capital for the year ended March 312019 (previous year: र:2 per equity share(i.e. 20%) of the paid up Equity Share Capital).
During the year under review your Company neither accepted any deposits nor there wereany amounts outstanding at the beginning of the year which were classified as 'Deposits'in terms of Section 73 of the Companies Act 2013 read with the Companies (Acceptance ofDeposit) Rules 2014 and hence the requirement for furnishing of details of depositswhich are not in compliance with the Chapter V of the Companies Act 2013 is notapplicable.
DISCLOSURES UNDER SECTION 134(3)(L) OF THE COMPANIES ACT 2013
Except as disclosed elsewhere in this report no material changes and commitments whichcould affect the Company's financial position have occurred between the end of thefinancial year of the Company and date of this report.
INTERNAL FINANCIAL CONTROLS
The Internal Financial Controls with reference to financial statements as designed andimplemented by the Company are adequate. During the year under review no material orserious observation has been received from the Statutory Auditors and the InternalAuditors of the Company on the inefficiency or inadequacy of such controls.
INTERNAL CONTROL SYSTEMS
Adequate internal control systems commensurate with the nature of the Company'sbusiness and size and complexity of its operations are in place and have been operatingsatisfactorily. Internal control systems comprising of policies and procedures aredesigned to ensure reliability of financial reporting timely feedback on achievement ofoperational and strategic goals compliance with policies procedure applicable laws andregulations. Internal control systems are designed to ensure that all assets and resourcesare acquired economically used efficiently and adequately protected.
DISCLOSURE OF ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNAL
No significant and material orders have been passed by any Regulator or Court orTribunal which can have impact on the going concern status and the Company's operations infuture.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
All the transactions/ contracts/ arrangements of the nature as specified in Section188(1) of the Companies Act 2013 entered by the Company during the year under review withrelated party(ies) are in ordinary course of business and on arm's length. Further none ofsuch transactions/contracts/ arrangements are material (i.e. satisfying the criteriaprovided in first provisio of section 188(1) of the Companies Act 2013)
in nature. Hence no particulars in form AOC-2 are furnished. Kindly refer thefinancial statements for the transactions with related parties entered during the yearunder review.
PARTICULARS OF LOANS GUARANTEES INVESTMENTS UNDER SECTION 186
Kindly refer the financial statements for the loans guarantees and investments given/made by the Company as on March 312019.
QUALIFIED INSTITUTIONS PLACEMENT OF EQUITY SHARES OF THE COMPANY
Under the authority of the special resolution passed by the members of the Company atthe Annual General Meeting held on June 5 2018 your Company has issued and allotted24000000 equity shares of face value of र:10 each through qualified institutionsplacement (QIP) at an issue price of र:500 (inclusive of premium of र:490) per shareaggregating to र:1200 crore. Accordingly issued subscribed & paid up share capitalof the Company has increased from र:3396022370 (339602237 equity shares of र:10each) to र:3636022370 (363602237 equity shares of र:10 each). There has been nodeviation during the year ended March 31 2019 in the use of QIP proceeds from the objectsstated in the Placement Document dated June 19 2018. Kindly refer the report on corporategovernance for the utilization as on March 312019 of the QIP proceeds.
DISCLOSURE RELATING TO EQUITY SHARES WITH DIFFERENTIAL RIGHTS
The Company has not issued any equity shares with differential rights during the yearunder review and hence no information as per provisions of Rule 4(4) of the Companies(Share Capital and Debenture) Rules 2014 is furnished.
DISCLOSURE RELATING TO SWEAT EQUITY SHARES
The Company has not issued any sweat equity shares during the year under review andhence no information as per provisions of Rule 8(13) of the Companies (Share Capital andDebenture) Rules 2014 is furnished.
DISCLOSURE RELATING TO EMPLOYEE STOCK OPTION SCHEME AND EMPLOYEE STOCK PURCHASE SCHEME
During the year under review there were no instances of grant vest exercise orlapse/ cancellation of employee stock options under the Employee Stock Option Scheme ofthe Company. Also as at the beginning of the year there were no outstanding optionsgranted. Hence no disclosures in terms of Companies (Share Capital and Debenture) Rules2014 and SEBI (Employee Share Based Employee Benefits) Regulations 2014 are required.
DISCLOSURES IN RESPECT OF VOTING RIGHTS NOT DIRECTLY EXERCISED BY EMPLOYEES
There are 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.
MATTERS RELATED TO DIRECTORS AND KEY MANAGERIAL PERSONNEL
Board of Directors and Key Managerial Personnel
There was no change in the composition of Board of Directors and the Key ManagerialPersonnel during the year under review.
The current term of Mr. Vikas Oberoi as Managing Director of the Company expires onDecember 3 2019. The Board has approved his reappointment as the Managing Director of theCompany for a further period of 5 years commencing from December 4 2019 till December 32024 subject to approval of the shareholders of the Company.
Also the Board has approved the reappointment of Mr. Saumil Daru as Director - Financefor the period from May 10 2019 till May 9 2024 subject to approval of the shareholdersat their ensuing meeting. Additionally Mr. Saumil Daru is liable to retire by rotation atthe 21st Annual General Meeting in terms of Section 152 read with Section149(13) of the Companies Act 2013 and the said Director has offered himself forreappointment.
Also Ms. Tina Trikha has been appointed as an Independent (Additional) Director w.e.f.April 12 2019 and in terms of Section 161(1) of the Companies Act 2013 she shall holdthe office of Additional Director upto the date of ensuing Annual General Meeting. TheBoard has received a notice from a member under Section 160(1) of the Companies Act 2013proposing her candidature for the office of Independent Director of the Company. TheNomination and Remuneration Committee and the Board has recommended her appointment as anIndependent Director of the Company.
Also Mr. Anil Harish an Independent Director resigned from the directorship of theCompany w.e.f. July 24 2019. The Board places on record its appreciation for the guidanceand support provided by Mr. Anil Harish during his association with the Company.
The first term of 5 years of Mr. T.P Ostwal and Mr. Venkatesh Mysore the IndependentDirectors of the Company shall expire on August 26 2019 while that of Mr. KaramjitSingh Kalsi shall expire on June 30 2020.
The said Independent Directors have expressed their willingness to be reappointed asIndependent Directors of the Company for the second term of 5 years in succession of theirfirst term. The Board has received notices from
member under Section 160(1) of the Companies Act 2013 proposing the candidature ofsaid Independent Directors for the office of Independent Directors of the Company. TheNomination and Remuneration Committee and the Board has recommended their appointment asIndependent Directors of the Company.
The resolutions for the above appointment/ reappointment of Directors is incorporatedin the Notice of the ensuing Annual General Meeting. The brief profile and otherinformation as required under Regulation 36(3) of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 ("Listing Regulations") relating to theDirectors proposed to be appointed/ reappointed forms part of the Notice of ensuing AnnualGeneral Meeting.
Declarations by Independent Directors
Pursuant to the provisions of sub-section (7) of Section 149 of the Companies Act2013 the Company has received individual declarations from all the Independent Directorsconfirming that they fulfill the criteria of independence as specified in Section 149(6)of the Companies Act 2013.
DISCLOSURES RELATED TO BOARD COMMITTEES AND POLICIES
The Board of Directors met 5 times during the financial year ended March 312019 inaccordance with the provisions of the Companies Act 2013 and rules made there under. Allthe Directors actively participated in the meetings and provided their valuable inputs onthe matters brought before the Board of Directors from time to time. Additionally onOctober 22 2018 the Independent Directors held a separate meeting in compliance with therequirements of Schedule IV of the Companies Act 201 3 and the provisions of SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015.
Director's Responsibility Statement
In terms of Section 134(5) of the Companies Act 2013 in relation to the auditedfinancial statements of the Company for the year ended March 312019 the Board ofDirectors hereby confirms that:
(a) in the preparation of the annual accounts the applicable accounting standardshad been followed along with proper explanations relating to material departures whereverapplicable;
(b) such accounting policies have been selected and applied consistently and theDirectors made judgements and estimates that are reasonable and prudent so as to give atrue and fair view of the state of affairs of the Company as at March 312019 and of theprofits of the Company for the year ended on that date;
(c) proper and sufficient care was taken for the maintenance of adequate accountingrecords in accordance with the provisions of the Companies Act 2013 for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;
(d) the annual accounts of the Company have been prepared on a going concern basis;
(e) internal financial controls have been laid down to be followed by the Companyand that such internal financial controls are adequate and were operating effectively;
(f) proper systems have been devised to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.
Nomination and Remuneration Committee
A Nomination and Remuneration Committee is in existence in accordance with theprovisions of sub-section (1) of Section 178 of the Companies Act 2013. Kindly refersection on Corporate Governance under head 'Nomination Remuneration Compensation andManagement Development Committee' for matters relating to constitution meetingsfunctions of the Committee; and the remuneration policy formulated by this Committee.
An Audit Committee is in existence in accordance with the provisions of Section 177 ofthe Companies Act 2013. Kindly refer section on Corporate Governance under head 'AuditCommittee' for matters relating to constitution meetings and functions of this Committee.
Corporate Social Responsibility Committee
As per the provisions of Section 135 of the Companies Act 201 3 a Corporate SocialResponsibility (CSR) Committee constituted by the Board of Directors exists.
For details of the composition of the Committee the CSR policy and other relevantdetails that are required to be disclosed under the provisions of Section 134(3)(o) of theCompanies Act 2013 and the Companies (Corporate Social Responsibility Policy) Rules2014 kindly refer Annexure I attached herewith and which forms part of thisreport.
Other Board Committees
For details of other board committees kindly refer the section on CorporateGovernance.
Vigil Mechanism for the Directors and Employees
In compliance with the provisions of Section 177(9) of the Companies Act 2013 theBoard of Directors of the Company has framed the "Whistle Blower Policy" as thevigil mechanism for Directors and employees of the Company.
The Whistle Blower Policy is disclosed on the website of the Company at
During the year under review no instances of fraud were reported by the StatutoryAuditors of the Company.
Risk Management Policy
The Board of Directors of the Company has put in place a Risk Management Policy whichaims at enhancing shareholders' value and providing an optimum risk-reward tradeoff. Therisk management approach is based on a clear understanding of the variety of risks thatthe organization faces disciplined risk monitoring and measurement and continuous riskassessment and mitigation measures.
Annual Evaluation of Directors Committee and Board
The Nomination and Remuneration Committee of the Board has formulated a PerformanceEvaluation Framework under which the Committee has identified criteria upon which everyDirector every Committee and the Board as a whole shall be evaluated. During the yearunder review the evaluation of every Director every Committee and the Board had beencarried out.
Particulars of Employees and Remuneration
The information as required under the provisions of Section 197(12) of the CompaniesAct 2013 and Rule 5 of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 are set out in Annexure II attached herewith and whichforms part of this report.
Payment of remuneration / commission to executive directors from holding or subsidiarycompanies:
None of the Managing Director and the Whole Time Director of the Company are inreceipt of remuneration/ commission from any subsidiary company of the Company. TheCompany has no holding company.
AUDITORS AND THEIR REPORTS
The matters related to Auditors and their Reports are as under:
Observations of statutory auditors on financial statements for the year ended March312019:
The auditor's report does not contain any qualification reservation or adverse remarkor disclaimer or modified opinion.
Secretarial Audit report for the year ended March 312019:
As required under provisions of Section 204 of the Companies Act 2013 and pursuant toRegulation 24A of Listing Regulations the reports in respect of the Secretarial Audit forFY 2018-19 carried out by M/s. Rathi and Associates Company Secretaries in Form MR-3forms part to this report. The report in Form MR-3 does not contain any adverseobservation
or qualification or modified opinion requiring explanation or comments from the Boardunder Section 1 34(3) of the Companies Act 2013.
Statutory Auditors appointment:
Pursuant to the provisions of Section 139 of Companies Act 201 3 read with theCompanies (Audit and Auditors) Rules 2014 as amended S R B C & Co LLP CharteredAccountants the Statutory Auditors of the Company hold office upto the conclusion ofTwenty Fourth (24th) Annual General Meeting.
Though not mandatory as a good governance practice a business for the ratification ofthe appointment of the said Statutory Auditors has been included in the notice of 21stAnnual General Meeting.
In respect of FY 2018-19 your Company is required to maintain cost records asspecified by the Central Government under section 148(1) of the Companies Act 2013 forthe Construction industry and accordingly such accounts and records are made andmaintained by your Company.
The said cost accounts and records are also required to be audited pursuant to theprovisions of Section 1 48 of the Companies Act 2013 read with notifications/ circularsissued by the Ministry of Corporate Affairs from time to time and accordingly as per therecommendation of the Audit Committee the Board of Directors at their meeting held onApril 24 2018 appointed M/s. Kishore Bhatia & Associates Cost Accountants as theCost Auditors of the Company for FY 2018-19.
In respect of FY 2019-20 the Board based on the recommendation of the Audit Committeehas approved the appointment of M/s. Kishore Bhatia & Associates Cost Accountants asthe cost auditors of the Company. A resolution for ratification of the remuneration to bepaid for such appointment is included in the notice of the ensuing Annual General Meeting.
Other disclosures as per provisions of Section 134 of the Act read with Companies(Accounts) Rules 2014 are furnished as under:
Pursuant to the provisions of Section 134(3)(a) of the Companies Act 2013 the AnnualReturn for the financial year ended March 312019 is available on the website of theCompany at www.oberoirealty.com under thesection 'Investor Corner' 'Notices/ Others'.
The extract of the Annual Return for the financial year ended March 312019 made underthe provisions of Section 92(3) of the Act is attached as Annexure III hereto andforms part of this Report.
Conservation of energy technology absorption and foreign exchange earnings and outgo:
The particulars as required under the provisions of Section 134(3) (m) of the CompaniesAct 2013 read with Rule 8 of the Companies (Accounts) Rules 2014 in respect ofconservation of energy and technology absorption have not been furnished considering thenature of activities undertaken by the Company during the year under review.
The details of foreign exchange earnings and outgo during the year under review is asunder:
Value of Imports (on C. I. F. Basis)
(र: in Lakh)
Expenditure in Foreign currency (on payment basis)
(र: in Lakh)
Earnings in Foreign Currency (on receipts basis)
(र: in Lakh)
Compliance with Secretarial Standards
The Company is in compliance with the mandatory Secretarial Standards.
Out of the Equity Shares allotted to the successful applicants in the IPO concluded inthe month of October 2010 200 unclaimed Equity Shares were pending for credit to thedemat accounts of the respective allottees which shares were thereafter transferred tothe unclaimed shares demat suspense account in accordance with the requirements of(erstwhile) Listing Agreement and SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015.
Section 124 of the Companies Act 2013 read with the Investor Education Protection FundAuthority (Accounting Audit Transfer and Refund) Rules 2016 ("Rules")requires inter alia that all the shares in respect of which the dividend has notbeen claimed by the shareholders for seven consecutive years or more are required to betransferred to Investor Education Protection Fund ("IEPF"). Accordingly thesaid shares have been transferred to Investor Education Protection Fund during the yearunder review.
The requisite disclosures under SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 in respect of the unclaimed shares are as under:
The voting rights in respect of the above 200 equity shares were frozen while they wereheld in suspense account. No corporate benefits in the nature of bonus split rights hadaccrued on the aforesaid 200 equity shares.
Unclaimed and Unpaid Dividends and transfer of shares to IEPF
As on March 31 2019 amounts of र:21176 र:38736 र:39792 र:54996र:43114 र:56062 and र:93070 are lying in the unpaid equity dividend account ofthe Company in respect of the dividends for FY 2011-12 FY 2012-13 FY 2013-14 FY2014-15 FY 2015-16 FY 2016-17 and FY 2017-18 respectively. Members who have not yetreceived/ claimed their dividend entitlements are requested to contact the Company or theRegistrar and Transfer Agents of the Company.
Pursuant to Section 124 of the Companies Act 2013 read with the Investor EducationProtection Fund Authority (Accounting Audit Transfer and Refund) Rules 2016("Rules") all dividends remaining unpaid or unclaimed for a period of sevenyears and also the shares in respect of which the dividend has not been claimed by theshareholders for seven consecutive years
or more are required to be transferred to Investor Education Protection Fund inaccordance with the procedure prescribed in the Rules. Accordingly during FY 2018-19 theCompany has transferred to IEPF the unclaimed and unpaid dividend pertaining to FY 2010-11of र:16620. Further 377 shares (including the 200 shares earlier held in suspenseaccount as stated earlier) were transferred to IEPF authority as dividend in respect ofthose shares had not been claimed by the shareholders for seven consecutive years. Thedetails of the shares so transferred are available on the website of Company.
Members can claim from IEPF their dividend entitlements and/ or shares transferred toIEPF by following the required procedure.
Service of documents through electronic means
Subject to the applicable provisions of the Companies Act 2013 all documentsincluding the Notice and Annual Report shall be sent through electronic transmission inrespect of members whose email IDs are registered in their demat account or are otherwiseprovided by the members. A member shall be entitled to request for physical copy of anysuch documents.
Internal Complaint Committee
The Company has complied with the provisions relating to the constitution of InternalComplaint Committee ("ICC") as required under The Sexual Harassment of Women atWorkplace (Prevention Prohibition and Redressal) Act 2013 [14 of 2013].
Separate ICC exists for the real estate division as well as the hospitality division'Westin Mumbai Garden City' ("WMGC"). The Company is strongly opposed to sexualharassment and employees are made aware about the consequences of such acts and about theconstitution of ICC.
During the year under review two complaints was filed with the ICC of WMGC under theprovisions of the said Act which were investigated deliberated and decided by the ICC.During FY 2018-19 the ICC of WMGC also investigated deliberated and decided 2 complaintsfiled with it in FY 2017-18 and which were outstanding at the end of that financial year.
The report on Corporate Governance and also the report of the Statutory Auditorsregarding compliance with the conditions of Corporate Governance have been furnished inthe Annual Report and forms a part of the Annual Report.
Management Discussion and Analysis Report
The Management Discussion and Analysis report has been separately furnished in theAnnual Report and forms a part of the Annual Report.
Business Responsibility Reporting
In compliance with the Regulation 34(2)(f) of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 read with SEBI circular dated December 272015 the Business Responsibility Report for the financial year ended March 31 2019 hasbeen separately furnished in the Annual Report and forms a part of the Annual Report.
Dividend Distribution Policy
In compliance with the Regulation 43A of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 the Dividend Distribution Policy formulated by theCompany is available on the website of the Company https://www.oberoirealty.com/pdf/Dividend-Distribution-Policy.pdf
ACKNOWLEDGEMENTS AND APPRECIATION:
Your Directors take this opportunity to thank the employees customers suppliersbankers business partners/associates financial institutions and various regulatoryauthorities for their consistent support/ encouragement to the Company.
Your Directors would also like to thank the Members for reposing their confidence andfaith in the Company and its Management.
For and on behalf of the Board of Directors
Chairman & Managing Director
Mumbai July 24 2019
Oberoi Realty Limited
Commerz 3rd Floor International Business Park
Oberoi Garden City Off Western Express Highway
Goregaon (East) Mumbai 400 063
Telephone No.: (022) 6677 3333
Fax No.: (022) 6677 3334