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Oberoi Realty Ltd.

BSE: 533273 Sector: Infrastructure
NSE: OBEROIRLTY ISIN Code: INE093I01010
BSE 14:55 | 26 May 762.50 -0.40
(-0.05%)
OPEN

770.00

HIGH

774.55

LOW

730.50

NSE 14:39 | 26 May 755.80 -7.35
(-0.96%)
OPEN

760.50

HIGH

774.25

LOW

730.00

OPEN 770.00
PREVIOUS CLOSE 762.90
VOLUME 11945
52-Week high 1051.90
52-Week low 560.10
P/E 63.70
Mkt Cap.(Rs cr) 27,725
Buy Price 762.10
Buy Qty 11.00
Sell Price 762.95
Sell Qty 1.00
OPEN 770.00
CLOSE 762.90
VOLUME 11945
52-Week high 1051.90
52-Week low 560.10
P/E 63.70
Mkt Cap.(Rs cr) 27,725
Buy Price 762.10
Buy Qty 11.00
Sell Price 762.95
Sell Qty 1.00

Oberoi Realty Ltd. (OBEROIRLTY) - Director Report

Company director report

To

The Members Oberoi Realty Limited

Your Directors have pleasure in presenting the 23rd AnnualReport of the Company on the business and operations of the Company together with theAudited Financial Statements for the year ended March 31 2021.

Financial Results

The Company's performance during the financial year ended March31 2021 as compared to the previous financial year is summarized below: (Rs in Lakh)

Particulars CONSOLIDATED STANDALONE
2020-21 2019-20 2020-21 2019-20
Revenue from operations 205257.95 223763.29 84967.39 61966.20
Other income 3800.70 4835.22 5148.73 12419.52
Total revenue 209058.65 228598.51 90116.12 74385.72
Expenses 116941.12 132300.16 39264.84 32494.49
Profit before share of profit of joint venture (net) 92117.53 96298.35 50851.28 41891.23
Share of Profit/(Loss) of joint ventures (net) 324.95 590.88 - -
Profit before tax 92442.48 96889.23 50851.28 41891.23
Tax expenses 18513.30 27956.21 9189.74 10406.89
Other comprehensive income (net of tax) 225.04 (14.02) 166.49 (14.40)
Total comprehensive income for the year 74154.22 68919.00 41828.03 31469.94

NATURE OF BUSINESS

The Company is primarily engaged in the activities of Real EstateDevelopment. The Company develops residential commercial retail and socialinfrastructure projects. There was no change in nature of the business of the Companyduring the year under review.

FINANCIAL PERFORMANCE Consolidated Financials

During the year under review your Company's consolidated totalrevenue stood at Rs 209058.65 lakh as compared to Rs 228598.51 lakh for the previousyear representing a decrease of 8.55%; profit before tax stood at Rs 92442.48 lakh forthe year under review as compared to Rs 96889.23 lakh for the previous year representinga decrease of 4.59%; and the total comprehensive income stood at Rs 74154.22 lakh ascompared to Rs 68919.00 lakh for the previous year representing an increase of 7.60%.

Standalone Financials

During the year under review the total revenue stood at

Rs 90116.12 lakh as compared to Rs 74385.72 lakh for the previousyear representing an increase of 21.15%; profit before tax stood at Rs 50851.28 lakh forthe year under review as compared to Rs 41891.23 lakh for the previous year representingan increase of 21.39%; and the total comprehensive income stood at Rs 41828.03 lakh ascompared to Rs 31469.94 lakh for the previous year representing an increase of 32.91%.

REPORT ON PERFORMANCE AND FINANCIAL POSITION OF SUBSIDIARIESASSOCIATES AND JOINT VENTURE COMPANIES

The performance and financial position of each of the subsidiariesassociates and joint venture companies for the year ended March 31 2021 is attached tothe financial statements hereto.

During the year under review Homexchange Limited was incorporated as ajoint venture of Company. Save and except the same no company has become or ceased as asubsidiary associate or joint venture of your Company during the year under review.

TRANSFER TO RESERVES

It is not proposed to transfer any amount to reserves out of theprofits earned during FY 2020-21.

DIVIDEND

With a view to conserve resources the Directors do not recommend anydividend for the year ended March 31 2021 (previous year: Nil).

DEPOSITS

During the year under review your Company neither accepted anydeposits nor there were any amounts outstanding at the beginning of the year which wereclassified as ‘Deposits' in terms of Section 73 of the Companies Act 2013 readwith the Companies (Acceptance of Deposit) Rules 2014 and hence the requirement forfurnishing of details of deposits which are not in compliance with the Chapter V of theCompanies Act 2013 is not applicable.

DISCLOSURES UNDER SECTION 134(3)(L) OF THE COMPANIES ACT 2013

Except as disclosed elsewhere in this report no material changes andcommitments which could affect the Company's financial position have occurredbetween the end of the financial year of the Company and date of this report.

INTERNAL FINANCIAL CONTROLS

The Internal Financial Controls with reference to financial statementsas designed and implemented by the Company are adequate. During the year under review nomaterial or serious observation has been received from the Statutory Auditors and theInternal Auditors of the Company on the inefficiency or inadequacy of suchcontrols.

INTERNAL CONTROL SYSTEMS

Adequate internal control systems commensurate with the nature of theCompany's business size and complexity of its operations are in place and have beenoperating satisfactorily. Internal control systems comprising of policies and proceduresare designed to ensure reliability of financial reporting timely feedback on achievementof operational and strategic goals compliance with policies procedure applicable lawsand regulations. Internal control systems are designed to ensure that all assets andresources are 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 orCourt or Tribunal which can have impact on the going concern status and the Company'soperations in future.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All the transactions/contracts/arrangements of the nature as specifiedin Section 188(1) of the Companies Act 2013 entered by the Company during the year underreview with related party(ies) are in ordinary course of business and on arm'slength. Further none of such transactions/contracts/ arrangements are material (i.e.satisfying the criteria provided in first proviso of section 188(1) of the Companies Act2013) in nature. Hence no particulars in form AOC-2 are furnished.

Kindly refer the financial statements for the transactions with relatedparties entered during the year under review.

PARTICULARS OF LOANS GUARANTEES INVESTMENTS UNDER SECTION 186

Kindly refer the financial statements for the loans guarantees andinvestments given/made by the Company as on March 31 2021.

UTILIZATION OF PROCEEDS OF NON-CONVERTIBLE DEBENTURES

During the year under review an aggregate amount of

Rs 69800 lakh was raised by way of issue of listed secured ratedredeemable non-convertible debentures on private placement basis. The entire Issueproceeds were utilised towards the objects of the Issue during the year under review.Kindly refer the report on Corporate Governance for the utilization of the said proceeds.

DISCLOSURE RELATING TO EQUITY SHARES WITH DIFFERENTIAL RIGHTS

The Company has not issued any equity shares with differential rightsduring the year under review and hence no information as per provisions of Rule 4(4) ofthe 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 yearunder review and hence no information as per provisions of Rule 8(13) of the Companies(Share Capital and Debenture) Rules 2014 is furnished.

DISCLOSURE RELATING TO EMPLOYEE STOCK OPTION SCHEME AND EMPLOYEE STOCKPURCHASE SCHEME

During the year under review the Nomination Remuneration Compensationand Management Development Committee of the Directors (“Committee”) and theBoard of Directors approved the introduction and implementation of ‘ORL EmployeeStock Option Plan 2020' (“ESOP 2020”). ESOP 2020 was approved by themembers of the Company at the Annual General Meeting held on September 28 2020. TheCompany had during the year under review made grant of an aggregate of 1530378 optionsunder ESOP 2020 to class of employees as determined by the Committee. However all of thesaid options stands cancelled for want of acceptance by the options grantees within thestipulated time.

Hence there are no outstanding options under ESOP 2020 as on March 312021.

Accordingly no disclosures in terms of Companies (Share Capital andDebenture) Rules 2014 and SEBI (Employee Share Based Employee Benefits) Regulations 2014are required.

DISCLOSURES IN RESPECT OF VOTING RIGHTS NOT DIRECTLY EXERCISED BYEMPLOYEES

There are no shares held by trustees for the benefit of employees andhence no disclosure under Rule 16(4) of the Companies (Share Capital and Debentures)Rules 2014 has 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 theKey Managerial Personnel during the year under review.

Ms. Bindu Oberoi is liable to retire by rotation at the 23rdAnnual General Meeting in terms of Section 152 read with Section 149(13) of the CompaniesAct 2013 and the said Director has offered herself for reappointment. The resolution forher reappointment is incorporated in the Notice of the ensuing Annual General Meeting andthe brief profile and other information as required under Regulation 36(3) of SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 (“ListingRegulations”) relating to her forms part of the Notice of ensuing Annual GeneralMeeting.

Declarations by Independent Directors

Pursuant to the provisions of sub-section (7) of Section 149 of theCompanies Act 2013 the Company has received individual declarations from all theIndependent Directors confirming that they fulfill the criteria of independence asspecified in Section 149(6) of the Companies Act 2013. In view of the available timelimit those Independent Directors who are required to undertake the online proficiencyself-assessment test as contemplated under Rule 6(4) of the Companies (Appointment andQualification of Directors) Rules 2014 are yet to undertake such test.

DISCLOSURES RELATED TO BOARD COMMITTEES AND POLICIES

Board Meetings

The Board of Directors met 4 times during the financial year endedMarch 31 2021 in accordance with the provisions of the Companies Act 2013 and rules madethere under. All the Directors actively participated in the meetings and provided theirvaluable inputs on the matters brought before the Board of Directors from time to time.Additionally on March 6 2021 the Independent Directors held a separate meeting incompliance with the requirements of Schedule IV of the Companies Act 2013 and theprovisions 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 tothe audited financial statements of the Company for the year ended March 31 2021 theBoard of Directors hereby confirms that:

(a) in the preparation of the annual accounts the applicableaccounting standards had been followed along with proper explanations relating to materialdepartures wherever applicable;

(b) such accounting policies have been selected and appliedconsistently and the Directors made judgements and estimates that are reasonable andprudent so as to give a true and fair view of the state of affairs of the Company as atMarch 31 2021 and of the profits of the Company for the year ended on that date;

(c) proper and sufficient care was taken 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) the annual accounts of the Company have been prepared on agoing concern basis;

(e) internal financial controls have been laid down to befollowed by the Company and that such internal financial controls are adequate and wereoperating effectively;

(f) proper systems have been devised to ensure compliance withthe provisions of all applicable laws and that such systems were adequate and operatingeffectively.

Nomination and Remuneration Committee

A Nomination and Remuneration Committee is in existence in accordancewith the provisions of sub-section (1) of Section 178 of the Companies Act 2013. Kindlyrefer section on Corporate Governance under head ‘Nomination RemunerationCompensation and Management Development Committee' for matters relating toconstitution meetings functions of the Committee; and the remuneration policy formulatedby this Committee.

Audit Committee

An Audit Committee is in existence in accordance with the provisions ofSection 177 of the Companies Act 2013. Kindly refer section on Corporate Governanceunder head ‘Audit Committee' for matters relating to constitution meetings andfunctions of this Committee.

Corporate Social Responsibility Committee

As per the provisions of Section 135 of the Companies Act 2013 aCorporate Social Responsibility (CSR) Committee constituted by the Board of Directorsexists.

For details of the composition of the Committee the CSR policy andother relevant details that are required to be disclosed under the provisions of Section134(3)(o) of the Companies Act 2013 and the Companies (Corporate Social ResponsibilityPolicy) Rules 2014 kindly refer Annexure I attached herewith and which forms partof this report.

NCD Committee

To undertake necessary activities in connection with thenon-convertible debentures aggregating to Rs 69800.00 lakh issued during FY 2020-21 aNCD Committee was constituted by the Board of Directors comprising of Mr. Vikas OberoiMs. Bindu Oberoi and Mr. Saumil Daru. During FY 2020-21 the Committee met 7 times onSeptember 24 2020 September 25 2020 September 28 2020 (twice) October 1 2020December 11 2020 and March 9 2021 which were attended by Mr. Vikas Oberoi and Mr.Saumil Daru.

Other Board Committees

For details of other board committees kindly refer the section onCorporate Governance.

Vigil Mechanism for the Directors and Employees

In compliance with the provisions of Section 177(9) of the CompaniesAct 2013 the Board of Directors of the Company has framed the “Whistle BlowerPolicy” as the vigil mechanism for Directors and employees of the Company.

The Whistle Blower Policy is disclosed on the website of Companyat https://www.oberoirealty.com/pdf/Whistle_Blower_Policy.pdf

Fraud Reporting

During the year under review no instances of fraud were reported bythe Auditors of the Company.

Risk Management Policy

The Board of Directors of the Company has put in place a RiskManagement Policy which aims at enhancing shareholders' value and providing anoptimum risk-reward tradeoff. The risk management approach is based on a clearunderstanding of the variety of risks that the organization faces disciplined riskmonitoring and measurement and continuous risk assessment and mitigation measures.

Annual Evaluation of Directors Committee and Board

The Nomination and Remuneration Committee of the Board has formulated aPerformance Evaluation Framework under which the Committee has identified criteria uponwhich every Director every Committee and the Board as a whole shall be evaluated. Duringthe year under review the evaluation of every Director every Committee and the Board hadbeen carried out.

Particulars of Employees and Remuneration

The information as required under the provisions of Section 197(12) ofthe Companies Act 2013 and Rule 5 of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 are set out in Annexure II attached herewith andwhich forms part of this report.

Payment of remuneration/commission to Executive Directors from holdingor subsidiary companies

None of the Managing Director and the Whole Time Director of theCompany are in receipt of remuneration/commission from any subsidiary company of theCompany. The Company has no holding company.

AUDITORS AND THEIR REPORTS

The matters related to Auditors and their Reports are as under:

Observation of statutory auditors on financial statements for the yearended March 31 2021

The auditor's report does not contain any qualificationreservation or adverse remark or disclaimer or modified opinion.

Secretarial Audit report for the year ended March 31 2021

As required under provisions of Section 204 of the Companies Act 2013and pursuant to Regulation 24A of Listing Regulations the reports in respect of theSecretarial Audit for FY 2020-21 carried out by M/s. Rathi and Associates CompanySecretaries in Form MR-3 forms part to this report. Also the Secretarial Audit Reportsfor FY 2020-21 in Form MR-3 in respect of Oberoi Constructions Limited and Incline RealtyPrivate Limited the material unlisted subsidiaries of your Company forms part of thisreport. The said reports does not contain any adverse observation or qualification ormodified opinion.

Statutory Auditors appointment

Pursuant to the provisions of Section 139 of Companies Act 2013 readwith the Companies (Audit and Auditors) Rules 2014 as amended S R B C & Co LLPChartered Accountants the Statutory Auditors of the Company hold office upto theconclusion of 24th Annual General Meeting.

Though not mandatory as a good governance practice a business for theratification of the appointment of the said Statutory Auditors has been included in thenotice of 23rd Annual General Meeting.

Cost Auditors

In respect of FY 2020-21 your Company is required to maintain costrecords as specified by the Central Government under section 148(1) of the Companies Act2013 for the 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 auditedpursuant to the provisions of Section 148 of the Companies Act 2013 read withnotifications/circulars issued by the Ministry of Corporate Affairs from time to time andaccordingly as per the recommendation of the Audit Committee the Board of Directors atits meeting held on July 14 2020 appointed M/s. Kishore Bhatia & Associates CostAccountants as the Cost Auditors of the Company for FY 2020-21.

In respect of FY 2021-22 the Board based on the recommendation of theAudit Committee has approved the appointment of M/s. Kishore Bhatia & Associates CostAccountants as the cost auditors of the Company. A resolution for ratification of theremuneration to be paid for such appointment is included in the notice of the ensuingAnnual General Meeting.

OTHER DISCLOSURES

Other disclosures as per provisions of Section 134 of the Act read withCompanies (Accounts) Rules 2014 are furnished as under:

Annual Return

Pursuant to the provisions of Section 134(3)(a) of the Companies Act2013 the Annual Return for the financial year ended March 31 2021 is available on thewebsite of the Company at www.oberoirealty.com under the section ‘InvestorCorner' ‘Notices/Others'.

Conservation of energy technology absorption and foreign exchangeearnings and outgo

The particulars as required under the provisions of Section 134(3) (m)of the Companies Act 2013 read with Rule 8 of the Companies (Accounts) Rules 2014 inrespect of conservation of energy and technology absorption have not been furnishedconsidering the nature of activities undertaken by the Company during the year underreview.

The details of foreign exchange earnings and outgo during the yearunder review is as under:

Value of Imports (on C. I. F. Basis)

 

(Rs in Lakh)
Particulars 2020-21 2019-20
Materials 8.57 6.88
Capital Goods 41.94 173.65

Expenditure in Foreign currency (on payment basis)

(Rs in Lakh)

Particulars 2020-21 2019-20
Foreign Travel 0.13 275.72
Professional Fees 132.85 1013.94
Others 106.93 1174.09

Earnings in Foreign currency (on receipts basis)

(Rs in Lakh)
Particulars 2020-21 2019-20
Sale of residential units 70.70 -
Hospitality services 97.49 5297.19

Compliance with Secretarial Standards

The Company is in compliance with the mandatory Secretarial Standards.

Unclaimed and Unpaid Dividends and transfer of shares to IEPF

Kindly refer section on Corporate Governance under head‘Unclaimed and Unpaid Dividends and transfer of Shares to IEPF' for the amountsof unclaimed and unpaid dividends lying with the Company.

Members who have not yet received/claimed their dividend entitlementsare requested to contact the Company or the Registrar and Transfer Agent of the Company.

Pursuant to Section 124 of the Companies Act 2013 read with theInvestor Education Protection Fund Authority (Accounting Audit Transfer and Refund)Rules 2016 (“Rules”) all dividends remaining unpaid or unclaimed for a periodof 7 years and also the shares in respect of which the dividend has not been claimed bythe shareholders for 7 consecutive years or more are required to be transferred toInvestor Education Protection Fund (IEPF) in accordance with the procedure prescribed inthe Rules. Accordingly during FY 2020-21 the Company has transferred to IEPF theunclaimed and unpaid dividend pertaining to FY 2012-13 of Rs 37976. Further during FY2020-21 158 shares were transferred to IEPF authority as dividend in respect of thoseshares had not been claimed by the shareholders for 7 consecutive years. The details ofthe shares so transferred are available on the website of Company. Members can claim fromIEPF their dividend entitlements and/or shares transferred to IEPF by following therequired procedure.

Service of documents through electronic means

Subject to the applicable provisions of the Companies Act 2013 andapplicable law all documents including the Notice and Annual Report shall be sentthrough electronic transmission in respect of members whose email IDs are registered intheir demat account or are otherwise provided by the members.

Internal Complaint Committee

The Company has complied with the provisions relating to theconstitution of Internal Complaint Committee (“ICC'') as required under TheSexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013[14 of 2013].

Separate ICC exists for the real estate division as well as thehospitality division ‘Westin Mumbai Garden City'. The Company is stronglyopposed to sexual harassment and employees are made aware about the consequences of suchacts and about the constitution of ICC.

Neither were any complaints filed during FY 2020-21 under theprovisions of the said Act nor were any complaints outstanding as at the beginning andend of the year under review.

Corporate Governance

The report on Corporate Governance and also the report of the StatutoryAuditors regarding compliance with the conditions of Corporate Governance have beenfurnished in the Annual Report and forms a part of the Annual Report.

Management Discussion and Analysis Report

The Management Discussion and Analysis report has been separatelyfurnished in the Annual Report and forms a part of the Annual Report.

Business Responsibility Reporting

In compliance with the Regulation 34(2)(f) of the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 read with SEBI circular datedDecember 27 2015 the Business Responsibility Report for the financial year ended March31 2021 has been separately furnished in the Annual Report and forms a part of the AnnualReport.

Dividend Distribution Policy

In compliance with the Regulation 43A of the SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015the Dividend Distribution Policy formulatedby the Company 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 customerssuppliers bankers business partners/associates financial institutions and variousregulatory authorities for their consistent support/encouragement to the Company.

Your Directors would also like to thank the Members for reposing theirconfidence and faith in the Company and its Management.

For and on behalf of the Board of Directors

Vikas Oberoi

Chairman & Managing Director

DIN: 00011701

Mumbai May 14 2021

.