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Prestige Estates Projects Ltd.

BSE: 533274 Sector: Infrastructure
NSE: PRESTIGE ISIN Code: INE811K01011
BSE 16:01 | 30 Mar 178.60 -17.55
(-8.95%)
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NSE 15:58 | 30 Mar 176.40 -18.05
(-9.28%)
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OPEN 194.50
PREVIOUS CLOSE 196.15
VOLUME 9754
52-Week high 426.15
52-Week low 143.00
P/E 16.19
Mkt Cap.(Rs cr) 7,159
Buy Price 178.60
Buy Qty 101.00
Sell Price 178.60
Sell Qty 99.00
OPEN 194.50
CLOSE 196.15
VOLUME 9754
52-Week high 426.15
52-Week low 143.00
P/E 16.19
Mkt Cap.(Rs cr) 7,159
Buy Price 178.60
Buy Qty 101.00
Sell Price 178.60
Sell Qty 99.00

Prestige Estates Projects Ltd. (PRESTIGE) - Director Report

Company director report

Dear Shareholders

The Directors are pleased to present their Eighteenth Annual Report on the businessoperations of the Company for the year ended on 31st March 2015.

FINANCIAL HIGHLIGHTS

Rs. In Mn

Standalone Results Consolidated Results
Particulars 31st March 2015 31st March 2014 31st March 2015 31st March 2014
Income
Revenue from Operations 23743.40 20051.90 34197.60 25491.90
Other Income 1986.90 1472.60 986.40 975.00
Total Revenue 25730.30 21524.50 35184.00 26466.90
Expenses
Purchase of stock of units 568.90 513.60 140.60 513.60
Cost of contractual projects - - 489.00 625.30
Cost of sales on Projects 12878.70 11344.10 15721.30 11198.70
Property & Facilities Operating Expenses 1610.50 1204.30 3913.60 2877.00
Employee benefit expenses 1308.40 877.60 2290.30 1609.70
Finance Costs 1882.80 1260.50 3213.60 2290.40
Depreciation & Amortization Expenses 422.50 355.40 1397.00 892.60
Other Expenses 1153.70 1086.80 1704.20 1464.30
Total Expenses 19825.50 16642.30 28869.60 21471.60
Profit before Tax 5904.80 4882.20 6314.40 4995.30
Tax Expenses 1762.50 1482.00 2646.90 1750.40
Profit for the year after taxes 4142.30 3400.20 3667.50 3244.90
Share of Profit / (loss) of associates (Net) - - 7.40 -30.10
Profit after tax (before adjustment for Minority interest) - - 3674.90 3214.80
Share in (Profit) / loss attributable to Minority interest - - -351.20 -72.00
Profit for the year after taxes 4142.30 3400.20 3323.70 3142.80

There have been no material changes or commitments affecting the financial position ofthe Company which have occurred between 31st March 2015 and the date of this report.

Business

Business Overview

Prestige Estates Projects Limited is a public limited company listed on National StockExchange of India Limited and Bombay Stock Exchange of India Limited. The details ofEquity capital of the Company is as under:

Authorized Capital
No. of shares Amount (Rs.)
400000000 4000000000
Issued Capital
No. of shares Amount (Rs.)
375000000 3750000000
Subscribed Capital
No. of shares Amount (Rs.)
375000000 3750000000
Paid Up Capital
No.of shares Amount (Rs.)
375000000 3750000000

Real estate development business which is our principal business focuses on thedevelopment of real estate projects in the residential (including plotted developments)commercial (including built to suit developments) hospitality and retail segments of thereal estate industry. In addition we generate revenues from leasing commercialhospitality and retail space.

Our real estate services business focuses on property management services for our realestate projects sub leasing and fit out services project and construction managementservices and mall management and facilities management (including the operation of ourhospitality business) services.

The following diagram illustrates the sub segments of our real estate developmentbusiness:

Financial Overview

During the fiscal year 2014-15 on a consolidated basis the Company has registeredrevenue of Rs. 35184 mn up by 33% from Rs. 26467 mn in FY14. Further it has reportedEBIDTA of Rs. 10925 mn up by 34% from Rs. 8179 mn in FY14 and PAT of Rs. 3675 mn upby 14.31% from Rs. 3215 mn in FY14.

Operational Overview

Sales:

The Company has for the year ended 31st March 2015 sold 4058 Residential units &0.81 mn square feet of Commercial space totaling to 7.73 mn square feet amounting to Rs.50135 mn of Sales up by 13% from that of FY14. (Of this Prestige share is 3716residential units totaling to 6.69 mn square feet amounting to Rs. 43625 mn of Sales upby 20% from that of FY14.)

The sales for FY 2014-15 are as under:

Particulars Q1FY15 Q2FY15 Q3FY15 Q4FY15 FY15
Sales (Rs. Mn) 14073 14859 10094 11109 50135
Area (Mnsf) 2.27 2.45 1.55 1.46 7.73
No. of Units 1277 1375 611 795 4058

Collections:

Total collections for the year ended 31st March 2015 aggregated to Rs. 38843 mn up by32% from that of FY14. (Prestige share is Rs. 32316 mn up by 31% from that of FY14).

Total collections for FY14 were Rs. 29408 mn and Prestige share of collections wereRs. 24753 mn.

Launches:

The Company has launched 14.63 mn square feet of developable area during FY 14-15.

Completions:

The Company has delivered 8.92 mn square feet of developable area during FY14-15.

CHANGES TO EQUITY SHARE CAPITAL

During the year 2014-15 the Company has issued and allotted 25000000 equity sharesof Rs. 10 each on 12th August 2014 at the Issue Price of Rs. 245 per Equity Share(including Rs. 235 per share towards securities premium) against the receipt of full andfinal payment of application money aggregating to Rs. 6125000000/- through privateplacement to Qualified Institutional Buyers such as Foreign Institutional Investorsregistered with SEBI and mutual funds.

DIVIDEND

Your Board of Directors has recommend a dividend of Rs. 1.50 per equity share(previous year Rs. 1.50 per share) for the year ended 31st March 2015 amounting to pay-outof Rs. 674.97 mn (inclusive of dividend distribution tax of Rs. 112.47 mn) forconsideration and approval by the shareholders at the ensuing Annual General Meeting.

TRANSFER TO RESERVES

There is no transfer to general reserve during the year 2014-15.

DETAILS RELATING TO DEPOSITS

The Company has not accepted any deposits from public and as such no amount onaccount of principal or interest on deposits from public was outstanding as on the date ofthe balance sheet.

CHANGE IN DIRECTOR AND KEY MANAGERIAL PERSONNEL

During the 17th Annual General Meeting of the Company the Members had re-appointed Mr.Irfan Razack who was liable to retire by rotation. Mr. Jagadeesh K Reddy Mr. Biji GeorgeKoshy Dr. Pangal Ranaganath Nayak and Mr. Noor Ahmed Jafter were appointed as theIndependent Directors of the Company for a period of five years from the conclusion of17th Annual General Meeting.

During the year Ms. Uzma Irfan was appointed as an Additional Director of the Companywith effect from 11th November 2014.

Pursuant to the provisions of Section 203 of the Act which came into effect from 1stApril 2014 the appointments of Mr. Irfan Razack Chairman and Managing Director Mr.Rezwan Razack Joint Managing-Director Mr. Noaman Razack Whole-time Director Mr. VenkatNarayana Chief Financial Officer and Ms. Medha Gokhale Company Secretary as keymanagerial personnel of the Company were formalized.

CHANGES IN SUBSIDIARIES & ASSOCIATES

The Company has 23 subsidiaries as on 31st March 2015. There are 5 associate companieswithin the meaning of Section 2(6) of the Companies Act 2013 ("Act"). There hasbeen no material change in the nature of the business of the subsidiaries.

During the year the Company has increased its stake in Prestige Garden ConstructionsPrivate Limited from 35% to 50%. The Company has also increased its stake in PrestigeNotting hill Investments from 47% to 51%. Valdel Xtent Outsourcing Solutions PrivateLimited the subsidiary Company has acquired 65.92% stake in Dollars Hotel & ResortsPrivate Limited making it a step down subsidiary of the company.

Pursuant to provisions of Section 129(3) of the Act a statement containing salientfeatures of the financial statements of the Company’s subsidiaries in Form AOC-1 isattached to the financial statements of the Company.

Pursuant to the provisions of section 136 of the Act the financial statements of theCompany consolidated financial statements along with relevant documents and separateaudited accounts in respect of subsidiaries are available on the website of the Company.

SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS:

During the year 2014-15 there were no significant and material orders passed by theregulators or Courts or Tribunals impacting the going concern status and thecompany’s operations in future.

BOARD OF DIRECTORS

The Company’s Board consists of an appropriate mix of Executive andIndependent Directors. Currently the Board consists of 8 Directors including an ExecutiveChairman 3 Executive Directors and 4 Independent Directors.

COMMITTEES OF BOARD OF DIRECTORS

The details on Committees of Board of Directors composition and roles &responsibilities are stated in the Corporate Governance Report which forms part of thisreport.

INTERNAL FINANCIAL CONTROLS

There are adequate internal financial controls in place with reference to thefinancial statements.

MEETINGS OF THE BOARD OF DIRECTORS

During the year 2014-15 four meetings of the Board of Directors were held. The detailsof the meeting along with the attendance of Directors are stated in the CorporateGovernance Report which forms part of this report.

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received necessary declaration from each Independent Director ofthe Company under Section 149(7) of the Companies Act 2013 that they meet with thecriteria of their Independence laid down in Section 149(6).

POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION AND OTHER DETAILS

The Company’s policy on directors’ appointment and remuneration and othermatters provided in Section 178(3) of the Act has been disclosed in the corporategovernance report which forms part of the directors’ report. The policy has alsobeen uploaded on the website of the Company.

EXTRACT OF ANNUAL RETURN

As required pursuant to section 92(3) of the Companies Act 2013 and rule 12(1) of theCompanies (Management and Administration) Rules 2014 an extract of annual return in MGT9 forms part of this Annual Report as Annexure 1.

CORPORATE GOVERNANCE

The Report on Corporate Governance as stipulated under Clause 49 of the ListingAgreement with the Stock Exchanges forms part of this Report. The Certificate from theAuditors of the Company regarding compliance of conditions of Corporate Governance asstipulated under the aforementioned Clause 49 is also attached to this Report.

MANAGEMENT DISCUSSION & ANALYSIS REPORT

Management Discussion and Analysis Report as required under Clause 49(VIII)(D) isattached along with this Report.

AUDITORS & AUDIT REPORT

Pursuant to the provisions of Section 139 of the Act and the rules framed thereunderDeloitte Haskins & Sells Chartered Accountants were appointed as statutory auditorsof the Company from the conclusion of the seventeenth annual general meeting (AGM) of theCompany till the conclusion of the twentieth AGM to be held in the year 2017 subject toratification of their appointment at every AGM.

Report by the Auditors for the year ended 31st March 2015 forms part of the Financials.

Pursuant to Section 204 of the Companies Act 2013 and the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 Secretarial Audit has been carried outby Mr. Nagendra D Rao Practicing Company Secretary. Report of the secretarial auditor isgiven as an Annexure 2 which forms part of this report.

Remark: There have been instances of delay in depositing statutory dues.

Reply: In the opinion of the Board the instances of delay in depositing statutory dueswere on account of temporary mismatch in Cash Flows. The Board has set up good system toensure timely deposit of statutory dues in future.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE OUTGO

Conservation of Energy:

The Company has made energy saving efforts wherever possible. As part of GreenInitiative IGBC-LEED requirements and Energy conservation code following energyconservation measures have been taken in our various projects:

• Use of solar lighting for landscape

• Use of VFD’s

• Use of CFL’s LED’s in lighting of common areas

• Conform to lighting power density requirements as per Green building norms forbasements driveways and other common areas

• Use of glass on external faade to maximize daylight views with appropriateshading coefficients solar factor and solar heat gain coefficient

• Use of daylight sensors in office areas

• Use of lighting management system with timers for external lighting

• Use of surface reflective paint for reducing heat island effect and therebyreduce A/C loads

The Company’s initiative of Green Building in one of its projects in subsidiarycompany i.e. Cessna Business Park has been awarded Platinum Certification underUSGB’s LEED ID+C rating system. This is the highest rated Platinum LEED ID+C projectsin Asia and the second highest in the world having been awarded a total of 97 points bythe U.S Green Building Council.

The projects Prestige Palladium Bayan and Prestige Polygon at Chennai have achievedpreCertification under the LEED India for Core & Shell Rating System.

Technology Absorption:

The Company as a part of progressive growth is always on the lookout for newtechnological innovations that can enhance the product quality increase process speedreduces adverse impact on the environment. Some of the measures used are:

• Use of low flow toilet fixtures with sensors concealed valves etc

• Use of STP treated water for flushing landscaping and air-conditioning

• Harvesting rain water in the form of deep well recharging collection treatmentand use of terrace storm water etc

• Increased use of water cooled chillers

• Installation of organic waste convertors in large residential projects

• Use of centralised LPG reticulation system with piped gas supply to individualflats

• Use of CCTV door video phones to enhance security

• Use of modular toilet partitions in lieu of conventional block work tiling andwooden flush doors

• Use of in situ concrete load bearing walls constructed using aluminum formworkinstead of RCC framed structure in-filled with block masonry that would be plastered onboth internal and external faces

Research and Development:

The Company has verified and on research has adopted best suitable methods forexecution of the projects. Some of such methods are listed here below:

• Adoption of pre-polished cut-to-size engineered stone flooring as againstunpolished random slabs that caused large wastages in terms of time and effort put in forcutting listing placing and polishing

• Introduction of laminated wooden flooring for faster and cleaner execution inplace of conventional tiled flooring

• Use of soil nailing shotcreting /guniting for stabilising steep slopes ofexcavation

• Use of chemical stabilisation techniques by using admixtures of available soilfor road sub-base construction

• Introduction of non-destructive testing like Pile Dynamic Analyser test toreduce the dependency on conventional maintained pile load test use of pile integritytest for assessing soundness of concrete in piled foundation

Foreign exchange earnings and outgo:

Foreign exchange earned during the year is equivalent to Rs. 25.60 mn (previous yearRs. 50.40 mn) and the expenditure is Rs. 593.30 mn (previous year Rs. 364.10 mn).

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:

The particulars of loans guarantees and investments have been disclosed in thefinancial statements.

RISK MANAGEMENT:

The Board of the Company has formed a risk management committee to frameimplement and monitor the risk management plan for the Company. The committee isresponsible for reviewing the risk management plan and ensuring its effectiveness. Theaudit committee has additional oversight in the area of financial risks and controls.Major risks identified by the businesses and functions are systematically addressedthrough mitigating actions on a continuing basis. The development and implementation ofrisk management policy has been covered in the management discussion and analysis whichforms part of this report.

CORPORATE SOCIAL RESPONSIBILITY POLICY & INITIATIVES:

Pursuant to the provisions of section 135 and schedule VII of the Companies Act 2013CSR Committee of the Board of Directors was formed to recommend (a) the policy onCorporate Social Responsibility (CSR) and (b) implementation of the CSR Projects orPrograms to be undertaken by the Company as per CSR Policy for consideration and approvalby the Board of Directors.

The brief outline of the Corporate Social Responsibility (CSR) Policy of the Companyand the initiatives undertaken by the Company on CSR activities during the year are setout in Annexure 3 of this report in the format prescribed in the Companies (CorporateSocial Responsibility Policy) Rules 2014. The policy is available on the website of theCompany.

RELATED PARTY TRANSACTIONS:

None of the transactions with related parties falls under the scope of Section 188(1)of the Act. Information on transactions with related parties pursuant to Section 134(3)(h)are detailed in the notes to accounts in the Financial Statements of the Company.

VIGIL MECHANISM:

The Company has formulated and published a whistle blower policy to providevigil mechanism for employees including directors of the Company to report genuineconcerns. The provisions of this policy are in line with Section 177(9) of the Act and therevised clause 49 of the Listing agreement.

FORMAL ANNUAL EVALUATION:

The board of directors has carried out an annual evaluation of its ownperformance Board committees and individual directors pursuant to the provisions of theAct and the corporate governance requirements as prescribed by Securities and ExchangeBoard of India ("SEBI") under Clause 49 of the Listing Agreements ("Clause49").

The performance of the Board was evaluated by the Board after seeking inputs from allthe directors on the basis of the criteria such as the Board composition and structureeffectiveness of board processes information and functioning etc.

The performance of the committees was evaluated by the board after seeking inputs fromthe committee members on the basis of the criteria such as the composition of committeeseffectiveness of committee meetings etc.

The Board reviewed the performance of the individual directors on the basis of thecriteria such as the contribution of the individual director to the Board and committeemeetings like preparedness on the issues to be discussed meaningful and constructivecontribution and inputs in meetings etc. In addition the Chairman was also evaluated onthe key aspects of his role.

In a separate meeting of independent Directors performance of non-independentdirectors performance of the board as a whole and performance of the Chairman wasevaluated taking into account the views of executive directors and non-executivedirectors. The same was discussed in the board meeting that followed the meeting of theindependent Directors at which the performance of the Board its committees andindividual directors was also discussed.

PARTICULARS OF EMPLOYEES

Information as required under the provisions of Rule 5 of the Companies (Appointmentand Remuneration of Managerial Personnel) Rules 2014 are detailed in Annexure 4 to thisreport.

DIRECTORS’ RESPONSIBILITY STATEMENT

In pursuance of section 134 (5) of the Companies Act 2013 the Board of Directors tothe best of their knowledge and ability hereby confirm that:

(a) in the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;

(b) the directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company at the end of the financial year and ofthe Profit and loss of the company for that period;

(c) the directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;

(d) the directors had prepared the annual accounts on a going concern basis;

(e) the directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively; and

(f) the directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively

ACKNOWLEDGEMENTS

The Board of Directors sincerely thank the Company’s valued customersclients suppliers vendors investors bankers and shareholders for their trust andsupport towards the Company. The Board expresses its deepest sense of appreciation to allthe employees whose professional committed initiative has laid the foundation for theorganization’s growth and success.

For and on behalf of the board
Sd/- Sd/-
Irfan Razack Rezwan Razack
Chairman & Managing Director Joint Managing Director
Place: Bengaluru
Date: 30 May 2015

ANNEXURE 1

Form MGT 9

Extract of Annual Return as on the financial year ended 31 March 2015

[Pursuant to section 92(3) of the Companies Act 2013 and rule 12(1) of the Companies(Management and Administration) Rules 2014]

I. REGISTRATION AND OTHER DETAILS:

CIN L07010KA1997PLC022322
Registration Date 04-06-1997
Name of the Company Prestige Estates Projects Limited
Category / Sub-Category of the Company Company limited by shares
Indian Non Government Company
Address of the Registered office and contact details The Falcon House No.1
Main Guard Cross Road
Bengaluru - 560 001
Email: investors@prestigeconstructions. com
phone: 080 25591945
Whether listed company Yes
Name Address and Contact details of Registrar and Transfer Agent Link Intime India Private Limited
C-13 Pannalal Silk Mills
Compound L.B.S.Marg Bhandup
(West) Mumbai - 400 078
E-mail: rnt.helpdesk@linkintime.co.in
Phone 022 25963838

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

All the business activities contributing 10 % or more of the total turnover of thecompany shall be stated

Sl.No Name and Description of main products / services NIC Code of the Product/ service % to total turnover of the company
1 Development and construction of properties 410 - Construction of buildings 83%
2 Leasing of commercial properties 681- Real estate activities with own or leased property 11%

III. PARTICULARS OF HOLDING SUBSIDIARY AND ASSOCIATE COMPANIES

Sl.No Name & Address of the Company CIN Holding/ Subsidiary/ Associate % of shares held Applicable section
1 Prestige Leisure Resorts Private Limited The Falcon House No.1 Main Guard Cross Road Bengaluru - 560 001 U85110KA1998PTC023921 Subsidiary 57.45% 2(87)
2 ICBI (India) Private Limited The Falcon House No.1 Main Guard Cross Road Bengaluru - 560 001 U85110KA1945PTC000374 Subsidiary 82.57% 2(87)
3 Prestige Valley View Estates Private Limited The Falcon House No.1 Main Guard Cross Road Bengaluru - 560 001 U85110KA1996PTC020004 Subsidiary 51.05% 2(87)
4 Prestige Bidadi Holdings Private Limited The Falcon House No.1 Main Guard Cross Road Bengaluru - 560 001 U45201KA2007PTC041392 Subsidiary 99.94% 2(87)
5 Village-De-Nandi Private Limited The Falcon House No.1 Main Guard Cross Road Bengaluru - 560 001 U55101KA1994PTC016245 Subsidiary 100.00% 2(87)
6 Pennar Hotels & Resorts Private Limited The Falcon House No.1 Main Guard Cross Road Bengaluru - 560 001 U55101KA1994PTC016244 Subsidiary 100.00% 2(87)
7 DownHill Holiday Resorts Private Limited The Falcon House No.1 Main Guard Cross Road Bengaluru - 560 001 U55102KA1995PTC019332 Subsidiary 100.00% 2(87)
8 Foothills Resorts Private Limited The Falcon House No.1 Main Guard Cross Road Bengaluru - 560 001 U55101KA1994PTC016246 Subsidiary 100.00% 2(87)
9 Prestige Construction Ventures Private Limited The Falcon House No.1 Main Guard Cross Road Bengaluru - 560 001 U70101KA2007PTC041666 Subsidiary 100.00% 2(87)
10 Prestige Mangalore Retail Ventures Private Limited The Falcon House No.1 Main Guard Cross Road Bengaluru - 560 001 U70109KA2007PTC044794 Subsidiary 50.38% 2(87)
11 Prestige Mysore Retail Ventures Private Limited The Falcon House No.1 Main Guard Cross Road Bengaluru - 560 001 U70200KA2007PTC044784 Subsidiary 50.99% 2(87)
12 Prestige Whitefield Investment & Developers Private Limited The Falcon House No.1 Main Guard Cross Road Bengaluru - 560 001 U45201KA2008PTC044854 Subsidiary 50.99% 2(87)
13 Valdel Xtent Outsourcing Solutions Private Limited The Falcon House No.1 Main Guard Cross Road Bengaluru - 560 001 U72200KA2000PTC028118 Subsidiary 100.00% 2(87)
14 K2K Infrastructure (India) Private Limited H. no. 8-2-472/D/4/324 LEVEL 1 MERCHANT TOWERS BANJARAHILLS ROAD NO 4 HYDERABAD- 500082 U45200TG2007PTC054531 Subsidiary 75.00% 2(87)
15 Prestige Shantiniketan Leisures Private Limited The Falcon House No.1 Main Guard Cross Road Bengaluru - 560 001 U70101KA2007PTC041737 Subsidiary 98.41% 2(87)
16 Northland Holding Company Private Limited The Falcon House No.1 Main Guard Cross Road Bengaluru - 560 001 U45202KA2009PTC049345 Subsidiary 99.99% 2(87)
17 West Palm Developments Private Limited The Falcon House No.1 Main Guard Cross Road Bengaluru - 560 001 U70102KA1996PTC020295 Subsidiary 61.00% 2(87)
18 Cessna Garden Developers Private Limited The Falcon House No.1 Main Guard Cross Road Bengaluru - 560 001 U85110KA1995PTC018755 Subsidiary 85.00% 2(87)
19 Villaland Developers Private Limited (converted into LLP w.e.f 23 January 2015) The Falcon House No.1 Main Guard Cross Road Bengaluru - 560 001 AAD-2549 Subsidiary 60.00% 2(87)
20 Prestige Amusements Private Limited The Falcon House No.1 Main Guard Cross Road Bengaluru - 560 001 U85110KA1998PTC023922 Subsidiary 51.02% 2(87)
21 Prestige Garden Resorts Private Limited The Falcon House No.1 Main Guard Cross Road Bengaluru - 560 001 U85110KA1996PTC020094 Subsidiary 100.00% 2(87)
22 Avyakth Cold Storages Private Limited No. 902 9th A Cross 6th Main West of Chord Road 2nd Stage Bengaluru - 560086 U63020KA2010PTC055088 Subsidiary 100.00% 2(87)
23 Dollars Hotel & Resorts Private Limited The Falcon House No.1 Main Guard Cross Road Bengaluru - 560 001 U55101KA2004PTC034873 Subsidiary 65.92% 2(87)
24 Prestige Garden Constructions Private Limited The Falcon House No.1 Main Guard Cross Road Bengaluru - 560 001 U70100KA1996PTC020294 Associate 50.00% 2(6)
25 Babji Realtors Private Limited Level - 1 Merchant Towers Banjara Hills Road No.-4 Hyderabad Telangana-500082 U45200TG2004PTC044734 Associate 24.50% 2(6)
26 City Properties Maintenance Company Bangalore Limited UB Tower Level -1 Basement floor UB City No.24 Vittal Mallya Road Bengaluru - 560001 U74930KA2006PLC039816 Associate 45.00% 2(6)
27 Prestige Projects Private Limited The Falcon House No.1 Main Guard Cross Road Bengaluru - 560 001 U45201KA2008PTC046784 Associate 32.68% 2(6)
28 Exora Business Parks Private Limited The Falcon House No.1 Main Guard Cross Road Bengaluru - 560 001 U72900KA2003PTC032050 Associate 32.46% 2(6)

IV. SHARE HOLDING PATTERN (EQUITY SHARE CAPITAL BREAKUP AS PERCENTAGE OF TOTAL EQUITY)

i) Category-wise Share Holding

No. of Shares held at the beginning of the year No. of Shares held at the end of the year
Category of Shareholders Demat Physical Total % of Total Shares Demat Physical Total

% of Total Shares

% Change during the year
A. Promoters
1. Indian
INDIVIDUALS / HINDU UNDIVIDED FAMILY 262500000 0 262500000 75% 262500000 0 262500000 70% -5%
CENTRAL GOVERNMENT / STATE GOVERNMENT(S) 0 0 0 0% 0 0 0 0% 0%
BODIES CORPORATE 0 0 0 0% 0 0 0 0% 0%
FINANCIAL INSTITUTIONS / BANKS 0 0 0 0% 0 0 0 0% 0%
ANY OTHER (SPECIFY) 0 0 0 0% 0 0 0 0% 0%
Sub Total (A) (1) 262500000 0 262500000 75% 262500000 0 262500000 70% -5%
2. Foreign
INDIVIDUALS (NON-RESIDENT INDIVIDUALS / FOREIGN INDIVIDUALS) 0 0 0 0% 0 0 0 0% 0%
BODIES CORPORATE 0 0 0 0% 0 0 0 0% 0%
FINANCIAL INSTITUTIONS / BANKS 0 0 0 0% 0 0 0 0% 0%
Sub Total (A) (2) 0 0 0 0% 0 0 0 0% 0%
Total shareholding of Promoter (A) = (A)(1)+(A)(2) 262500000 0 262500000 75% 262500000 0 262500000 70% -5%
B. Public Shareholding
1. Institutions
MUTUAL FUNDS / UTI 20140515 0 20140515 6% 20232310 0 20232310 5% 0%
FINANCIAL INSTITUTIONS / BANKS 17617 0 17617 0% 5155 0 5155 0% 0%
CENTRAL GOVERNMENT / STATE GOVERNMENT(S) 0 0 0 0% 0 0 0 0% 0%
VENTURE CAPITAL FUNDS 0 0 0 0% 0 0 0 0% 0%
INSURANCE COMPANIES 0 0 0 0% 0 0 0 0% 0%
FOREIGN INSTITUTIONAL INVESTORS 62568226 0 62568226 18% 80613996 0 80613996 22% 4%
FOREIGN VENTURE CAPITAL INVESTORS 0 0 0 0% 0 0 0 0% 0%
QUALIFIED FORE. INVESTOR-CORPORATE 0 0 0 0% 0 0 0 0% 0%
QUALIFIED FORE.INVESTOR-IND 0 0 0 0% 0 0 0 0% 0%
Sub Total (B) (1) 82726358 0 82726358 24% 100851461 0 100851461 27% 3%
2. Non Institutions
BODIES CORPORATE 2962659 0 2962659 1% 2506184 0 2506184 1% 0%
INDIVIDUAL SHAREHOLDERS HOLDING NOMINAL SHARE CAPITAL UPTO RS. 1 LAKH. 1237057 3 1237060 0.35% 1392385 3 1392388 0% 0%
INDIVIDUAL SHAREHOLDERS HOLDING NOMINAL SHARE CAPITAL IN EXCESS OF RS. 1 LAKH 307860 0 307860 0.09% 119480 0 119480 0% 0%
QUALIFIED FOREIGN INVESTOR-CORPORATE 0 0 0 0% 0 0 0 0% 0%

 

No. of Shares held at the beginning of the year No. of Shares held at the end of the year
Category of Shareholders Demat Physical Total % of Total Shares Demat Physical Total

% of Total Shares

% Change during the year
QUALIFIED FOREIGN INVESTOR-INDIAN 0 0 0 0% 0 0 0 0% 0%
CLEARING MEMBER 149290 0 149290 0.04% 313265 0 313265 0% 0%
FOREIGN PORTFOLIO INVESTOR (INDIVIDUAL) 0 0 0 0% 0 0 0 0% 0%
MARKET MAKER 0 0 0 0% 0 0 0 0% 0%
OFFICE BEARERS 0 0 0 0% 0 0 0 0% 0%
FOREIGN NATIONALS 0 0 0 0% 0 0 0 0% 0%
FOREIGN PORTFOLIO INVESTOR (CORPORATE) 0 0 0 0% 7218668 0 7218668 2% 2%
NON RESIDENT INDIANS (REPAT) 77013 0 77013 0.02% 72063 0 72063 0% 0%
NON RESIDENT INDIANS (NON REPAT) 30365 0 30365 0.01% 19491 0 19491 0% 0%
FOREIGN COMPANIES 0 0 0 0% 0 0 0 0% 0%
OVERSEAS BODIES CORPORATES 0 0 0 0% 0 0 0 0% 0%
DIRECTORS / RELATIVES 0 0 0 0% 0 0 0 0% 0%
GROUP COMPANIES 0 0 0 0% 0 0 0 0% 0%
GOVT. NOMINEES 0 0 0 0% 0 0 0 0% 0%
NOTIFIED PERSONS 0 0 0 0% 0 0 0 0% 0%
OTHER SHROFF COMPANIES 0 0 0 0% 0 0 0 0% 0%
OTHER SHROFF FAMILY 0 0 0 0% 0 0 0 0% 0%
OTHER SHROFF FAMILY [NRI] 0 0 0 0% 0 0 0 0% 0%
SUBSIDIARY COMPANIES 0 0 0 0% 0 0 0 0% 0%
SHROFF PLEDGE 0 0 0 0% 0 0 0 0% 0%
FOREIGN DIRECTORS 0 0 0 0% 0 0 0 0% 0%
PARTNERSHIP FIRM 0 0 0 0% 0 0 0 0% 0%
PROPRIETORY FIRM 0 0 0 0% 0 0 0 0% 0%
OTHER DIRECTORS 0 0 0 0% 0 0 0 0% 0%
ESCROW ACCOUNT 0 0 0 0% 0 0 0 0% 0%
FOREFIETED SHARES 0 0 0 0% 0 0 0 0% 0%
FREINDS & ASSOCIATES 0 0 0 0% 0 0 0 0% 0%
HOLDING COMPANY 0 0 0 0% 0 0 0 0% 0%
TRUSTS 9395 0 9395 0% 7000 0 7000 0% 0%
Sub Total (B) (2) 4773639 3 4773642 1% 11648536 3 11648539 3% 2%
"Total Public Shareholding (B)=(B)(1)+ (B)(2)" 87499997 3 87500000 25% 112499997 3 112500000 30% 5%
C. Shares held by Custodian for GDRs & ADRs 0 0 0 0% 0 0 0 0% 0%
Grand Total (A+B+C) 349999997 3 350000000 100% 374999997 3 375000000 100% 0%

(ii) Shareholding of Promoters

Sl. No Shareholder’s Name Shareholding at the beginning of the year Share holding at the end of the year
No. of shares % of total shares of the Company %of Shares Pledged / encumbered to total shares No. of shares % of total shares of the Company %of Shares Pledged / encumbered to total shares % change in share holding during the year
1 IRFAN RAZACK 65625000 18.75% 0% 65625000 17.50% 0% -1.25%
2 NOAMAN RAZACK 65625000 18.75% 0% 65625000 17.50% 0% -1.25%
3 REZWAN RAZACK 65625000 18.75% 0% 65625000 17.50% 0% -1.25%
4 ALMAS REZWAN 16406250 4.69% 0% 16406250 4.38% 0% -0.31%
5 BADRUNISSA IRFAN 16406250 4.69% 0% 16406250 4.38% 0% -0.31%
6 SAMEERA NOAMAN 16406250 4.69% 0% 16406250 4.38% 0% -0.31%
7 UZMA IRFAN 5475750 1.57% 0% 5475750 1.46% 0% -0.11%
8 FIAZ REZWAN 5465250 1.57% 0% 5465250 1.46% 0% -0.11%
9 ZAYD NOAMAN 5465250 1.57% 0% 5465250 1.46% 0% -0.11%
Total 262500000 75% 0% 262500000 70% 0% -5.00%

(iii) Change in Promoters Shareholding

There was no change in the Promoters shareholding during the financial year2014-15.

* 25000000 equity shares allotted to Qualified Institutional Buyers during the yearhas resulted in change in the shareholding percentage held by Promoters

(iv)) Shareholding Pattern of top ten Shareholders (other than Directors Promoters andHolders of GDRs and ADRs):

Sr No. Name of the Shareholder Shareholding at the beginning of the year Cumulative Shareholding during the year
No.of shares held % of total Shares of the Company No of shares held % of total Shares of the Company
1 HSBC BANK (MAURITIUS) LIMITED A/C JWALAMUKHI INVESTMENT HOLDINGS At the Beginning of the year 13648239 3.64 13648239 3.64
At the End of the year 13370583 3.57
2 GOVERNMENT OF SINGAPORE At the Beginning of the year 5255700 1.40 5255700 1.40
At the End of the year 12783179 3.41
3 RELIANCE CAPITAL TRUSTEE CO. LTD A/C RELIANCE EQUITY OPPORTUNITIES FUND At the Beginning of the year 11339768 3.02 11339768 3.029
At the End of the year 10556180 2.81
4 UNIVERSITIES SUPERANNUATION SCHEME LIMITED (USSL) AS TRUSTEE OF UNIVERSITIES SUPERANNUATION SCHEME At the Beginning of the year 2905375 0.77 2905375 0.77
At the End of the year 3701658 0.99
5 MONETARY AUTHORITY OF SINGAPORE At the Beginning of the year 0 0 0 0
At the End of the year 3373512 0.90
6 DSP BLACKROCK SMALL AND MID CAP FUND At the Beginning of the year 2148884 0.57 2148884 0.57
At the End of the year 3116350 0.83
7 GOLDMAN SACHS INDIA FUND LIMITED At the Beginning of the year 807676 0.22 807676 0.22
At the End of the year 2938018 0.78
8 COPTHALL MAURITIUS INVESTMENT LIMITED At the Beginning of the year 60949 0.02 60949 0.02
At the End of the year 2865750 0.76
9 MERRILL LYNCH CAPITAL MARKETS ESPANA S.A. S.V At the Beginning of the year 789420 0.21 789420 0.21
At the End of the year 2563029 0.68
10 ABU DHABI INVESTMENT AUTHORITY - MERLION At the Beginning of the year 0 0 0 0
At the End of the year 2430000 0.65

(v) Shareholding of Directors and Key Managerial Personnel:

Sl. No Director/KMP Shareholding at the beginning of the year Cumulative Shareholding during the year
No. of shares % of total shares of the company No. of shares % of total shares of the company
1 IRFAN RAZACK At the beginning of the year 65625000 18.75% 65625000 18.75%
At the End of the year 65625000 17.50%
2 REZWAN RAZACK At the beginning of the year 65625000 18.75% 65625000 18.75%
At the End of the year 65625000 17.50%
3 NOAMAN RAZACK At the beginning of the year 65625000 18.75% 65625000 18.75%
At the End of the year 65625000 17.50%
4 UZMA IRFAN At the beginning of the year 5475750 1.57% 5475750 1.57%
At the End of the year 5475750 1.46%
5 VENKAT K NARAYANA At the beginning of the year 27200 0.00% 27200 0.00%
At the End of the year 27200 0.00%

* 25000000 equity shares allotted to Qualified Institutional Buyers during the yearhas resulted in change in the shareholding percentage held by Promoters

V. INDEBTEDNESS

Indebtedness of the Company including interest outstanding/accrued but not due forpayment

Rs. In Lakhs
Secured Loans excluding deposits Unsecured Loans Deposits Total Indebtedness
Indebtedness at the beginning of the financial year
i) Principal Amount 178717 2242 - 180959
ii) Interest due but not paid - - - -
iii) Interest accrued but not due 193 477 - 670
Total (i+ii+iii) 178910 2719 - 181629
Change in Indebtedness during the financial year
Addition 128856 289 - 129145
Reduction (72365) (315) - (72680)
Net Change 56491 (26) - 56465
Indebtedness at the end of the financial year
i) Principal Amount 234627 1963 - 236590
ii) Interest due but not paid - - - -
iii) Interest accrued but not due 774 730 - 1504
Total (i+ii+iii) 235401 2693 - 238094

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. Remuneration to Managing Director Whole-time Directors and/or Manager:

Rs. In Lakhs
Particulars of Remuneration Name of MD/WTD/ Manager Total Amount
Irfan Razack Rezwan Razack Noaman Razack Uzma Irfan
Gross salary 24000000 24000000 3000000 3000000 54000000
(a) Salary as per provisions contained in section 17(1) of the Income-tax Act 1961 24000000 24000000 3000000 3000000 54000000
(b) Value of perquisites u/s 17(2) Income-tax Act 1961 - - - - -
(c) Profits in lieu of salary under section 17(3) Income-tax Act 1961 - - - - -
Stock Option - - - - -
Sweat Equity - - - - -
Commission 50000000 50000000 - - 100000000
- as % of Profit
- others specify…
Others - - - - -
Total (A) 74000000 74000000 3000000 3000000 154000000
Ceiling as per Act 656920000

 

Rs. In Lakhs
Particulars of Remuneration Name of Directors Total Amount
Jagdeesh K Reddy Noor Ahmed Jafter Pangal Ranganath Nayak Biji George Koshy
Independent Directors
Fee for attending board / committee meetings 200000 50000 150000 200000 600000
Commission - - - - -
Others - - - - -
Total (1) 200000 50000 150000 200000 600000
Other executive directors - - - - -
Fee for attending board / committee meetings - - - - -
Commission - - - - -
Others please specify - - - - -
Total (2) - - - - -
Total (B)=(1+2) 200000 50000 150000 200000 600000
Total Managerial Remuneration
Overall Ceiling as per the Act (Maximum 100000 for meeting) 400000 400000 400000 400000 1600000

VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES

Type Section of the Companies Act Brief Description Details of Penalty / Punishment/ Compounding fees imposed Authority [RD / NCLT / COURT] Appeal made if any
A. COMPANY
Penalty
Punishment NIL
Compounding
B. DIRECTORS
Penalty
Punishment NIL
Compounding
C. OTHER OFFICERS IN DEFAULT
Penalty
Punishment NIL
Compounding

ANNEXURE 2

To

The Members

Prestige Estates Projects Limited

The Falcon House No.1 Main Guard Cross Road

Bengaluru- 560001

My report of even date is to be read along with this letter.

1. Maintenance of secretarial record is the responsibility of the management of thecompany. My responsibility is to express an opinion on these secretarial records based onmy audit.

2. I have followed the audit practices and processes as were appropriate to obtainreasonable assurance about the correctness of the contents of the Secretarial records. Theverification was done on test basis to ensure that correct facts are reflected insecretarial records. I believe that the processes and practices I followed provide areasonable basis for my opinion.

3. I have not verified the correctness and appropriateness of financial records andBooks of Accounts of the company.

4. Wherever required I have obtained the Management representation about thecompliance of laws rules and regulations and happening of events etc.

5. The compliance of the provisions of Corporate and other applicable laws rulesregulations standards is responsibility of management. My examination was limited to theverification of procedures on test basis.

6. The Secretarial Audit report is neither an assurance as to the further viability ofthe company nor of the efficacy or effectiveness with which the management has conductedthe affairs of the company.

Nagendra D. Rao
Practising Company Secretary
Membership No. FCS – 5553
Certificate of Practice – 7731
543/A 7th Main
3rd Cross S.L.Byrappa Road
Place: Bengaluru Hanumanthnagar
Date:May 30 2015 Bengaluru – 560 019.

Form No. MR-3

SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED 31ST MARCH 2015

[Pursuant to Section 204(1) of the Companies Act 2013 and Rule No.9 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014]

To

The Members

Prestige Estates Projects Limited

The Falcon House No.1 Main Guard Cross Road

Bengaluru -560 001.

I have conducted the secretarial audit of the compliance of the applicable statutoryprovisions and the adherence to good corporate practices by Prestige Estates ProjectsLimited (hereinafter called the company). Secretarial Audit was conducted in themanner that provided me a reasonable basis for evaluating the corporate conducts/statutorycompliances and expressing my opinion thereon.

Based on my verification of the Prestige Estates Projects Limited books papersminute books forms and returns filed and other records maintained by the company and alsothe information provided by the company its officers agents and authorizedrepresentatives during the conduct of the secretarial audit I hereby report that in myopinion the company has during the audit period covering the financial year ended on 31stMarch 2015 complied with the statutory provisions listed hereunder and also that theCompany has proper Board-processes and compliance-mechanism in place to the extent in themanner and subject to the reporting made hereinafter:

I have examined the books papers minute books forms and returns filed and otherrecords maintained by Prestige Estates Projects Limited ("the Company")for the financial year ended on 31st March 2015 according to the provisions of:

(i) The Companies Act 2013 (the Act) and the rules made thereunder;

(ii) The Securities Contracts (Regulation) act 1956 (‘SCRA’) and the rulesmade thereunder;

(iii) The Depositories Act 1996 and the Regulations and Bye-laws framed thereunder;

(iv) Foreign Exchange Management Act 1999 and the rules and regulations madethereunder to the extent of Foreign Direct Investment Overseas Direct Investment andExternal Commercial Borrowings;

(v) The following Regulations and Guidelines prescribed under the Securities andExchange Board of India Act1992 (‘SEBI Act’):-

(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares andTakeovers) Regulations 2011;

(b) The Securities and Exchange Board of India (Prohibition of Insider Trading)Regulations 1992;

(c) The Securities and Exchange Board of India (Issue of Capital and DisclosureRequirements) Regulations 2009;

(d) The Securities and Exchange Board of India (Employee Stock Option Scheme andEmployee Stock Purchase Scheme) Guidelines 1999; [Not Applicable to the Company duringthe financial year under review];

(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities)Regulations 2008 [Not Applicable as the Company has not issued any debt securitiesduring the financial year under review];

(f) The Securities and Exchange Board of India (Registrars to an Issue and ShareTransfer Agents) Regulations 1993 regarding the Companies Act and dealing with clients [NotApplicable as the Company is not registered as Registrar to Issue and Share Transfer Agentduring the financial year under review];

(g) The Securities and Exchange Board of India (Delisting of Equity Shares)Regulations 2009 [Not Applicable as the Company has not delisted / propose to delistits equity shares from any stock exchange during the financial year under review]; and

(h) The Securities and Exchange Board of India (Buyback of Securities) Regulations1998 [Not Applicable as the Company has not bought back / propose to buyback any of itssecurities during the financial year under review];

(vi) We have relied on the representation made by the company and its officers forsystems and mechanism formed by the company for compliances under other applicable ActsLaws and Regulations to the Company.

The Laws as are applicable specifically to the Company are as under:

a) Transfer of Property Act 1882

b) Indian Easements Act 1882

c) Registration Act 1908

d) The Building and Other Construction Workers (Regulation of Employment and Conditionsof Service) Act 1996

e) Indian Stamp Act 1899

f) Karnataka Stamp Act 1957

g) The Land Acquisition Act1894

h) Karnataka Town and Country Planning Act 1961

i) Bangalore Metropolitan Region Development Authority Act 1985 and

j) Bangalore Development Authority Act 1976.

I have also examined compliance with the applicable clauses of the following:

(i) Secretarial Standards issued by The Institute of Company Secretaries of India [NotApplicable as the same is not yet notified].

(ii) The Listing Agreements entered into by the Company with Bombay Stock ExchangeLimited and National Stock Exchange of India Limited.

During the period under review the Company has complied with the provisions of theAct Rules Regulations Guidelines Standards etc. mentioned above.

I further report that

The Board of Directors of the company is duly constituted with proper balance ofExecutive Directors Non-Executive Directors and Independent Directors. The changes in thecomposition of the Board of Directors that took place during the period under review werecarried out in compliance with the provisions of the Act.

Adequate notice is given to all directors to schedule the Board Meetings agenda anddetailed notes on agenda were sent at least seven days in advance and a system exists forseeking and obtaining further information and clarifications on the agenda items beforethe meeting and for meaningful participation at the meeting.

As per the Minutes of the Board of Directors duly recorded and signed by the Chairmanthe decisions were unanimous and no dissenting views were required to be recorded.

I further report that there are adequate systems and processes in the companycommensurate with the size and operations of the company to monitor and ensure compliancewith applicable laws rules regulations and guidelines except to the extent as mentionedhereunder:

1. There have been instances of delay in depositing statutory duesrelating to Provident Fund ESI Service Tax and Income Tax deducted at Source.

I further report that during the audit period the company has passed following Specialresolutions which are having major bearing on the Company’s Affairs in pursuance ofthe above referred Laws Rules Regulations Guidelines Standards etc.:

1. Increase in borrowing limits under Section 180(1)(c) of the Companies Act 2013.

2. Sell lease or dispose of whole or substantially the whole of the undertaking underSection 180 (1)(a) of Companies Act 2013.

3. Alteration of Articles of Association of Company.

4. To make loans or investments and to give guarantees or to provide security inconnection with a loan made under Section 186of the Companies Act 2013.

5. Issue of Shares to Qualified Institutional Buyers

6. Transactions with Related Parties under section 188 of the Companies Act 2013

7. Issue of Non-Convertible Debentures on a Private Placement basis

Nagendra D. Rao
Practising Company Secretary
Membership No. FCS – 5553
Certificate of Practice – 7731
543/A 7th Main
3rd Cross S.L.Byrappa Road
Place: Bengaluru Hanumanthnagar
Date:May 30 2015 Bengaluru – 560 019.

ANNEXURE 3

Annual Report on CSR Activities

Company’s CSR policy & Committee The Committee on Corporate Social Responsibility was constituted by the Board with following members:
1. Mr. Irfan Razack Chairman of the Committee
2. Mr. Rezwan Razack member of the Committee
3. Mr. Noor Ahmed Jafter member of the Committee
The Committee is entrusted with following roles and responsibilities:
• To pursue shareholder value enhancement and societal value creation in a mutually emphasizing and synergistic manner through ethical transparent responsible and human conduct and by staying in compliance with applicable laws.
• To build cleaner and greener cities and to promote sustainability and strive for more efficient and effective use of energy and materials.
• To eradicate hunger poverty and malnutrition promoting preventive health care and sanitation and making available safe drinking water.
• To promote education including special education among children women and the differently abled and to promote livelihood enhancement projects.
• To promote gender equality empowering women economically supplementing primary education and participating in rural capacity building programmes and such other initiatives.
• To ensure economic sustainability ecological balance protection of flora and fauna animal welfare conservation of natural resources and maintaining the quality of soil air and water.
• To protect national heritage art culture and to promote traditional arts and handicrafts
• To promote measures for the benefit of armed forces veterans war widows and their dependents.
• To promote nationally recognised sports and rural sports.
• To promote such other activities towards betterment of the society.

Average Net Profit for last three years - Rs. 36161 Lakhs

Prescribed CSR Expenditure (2%) - Rs. 724 Lakhs

Details of CSR Spend

Sl. No CSR Project/ Activity Sector in which project is covered Projects/ Programs (State & District) Amount Outlay (Rs.) Amount Spent (Rs.) Cumulative expenditure as on the reporting date Amount spent (Direct or through implementing agent)
1. Donations Eradicating hunger poverty and malnutrition promoting preventive health care and sanitation including contribution to Swach Bharat Kosh set up by the Central Government for the promotion of sanitization and making available safe drinking water. 1545900 1545900 1545900 Direct
2. Donations promoting education including special education and employment enhancing vocation skills especially among children women elderly and the differently abled and livelihood enhancement projects 32275000 32275000 32275000 Direct
3. Donations promoting gender equality empowering women setting up homes and hostels for women and orphans setting up old age homes day care centers and such other facilities for senior citizens and measures for reducing inequalities faced by socially and economically backward groups. 1400000 1400000 1400000 Direct
4. Donations ensuring environmental sustainability ecological balance protection of flora and fauna animal welfare agroforestry conservation of natural resources and maintain quality of soil air and water including contribution to the Clean Ganga Fund set-up by the Central Government for rejuvenation of river Ganga. 350000 350000 350000 Direct
5. Donations protecting national heritage art and culture including restoration of buildings and sites of historical importance and works of art setting up public libraries promotion and development of traditional arts and handicrafts. 2700000 2700000 2700000 Direct
6. Donations promoting measures for the benefit of armed forces veterans war widows and their dependents. 25000 25000 25000 Direct
7. Donations training to promote rural sports nationally recognized sports Paralympic sports and Olympic sports. 180000 180000 180000 Direct
8. Donations Donations to Trusts 26540000 26540000 26540000 Direct
Total 65015900 65015900 65015900

Reasons for not spending prescribed CSR amount: The Board has carefullyevaluated and chalked out various avenues to ensure that the CSR Expenses are spentjudiciously. 90% of the prescribed CSR expenditure Rs. 650 Lakhs have been spent invarious initiatives which benefit the society at large. The Board of Directors areevaluating various projects which helps in achieving goals as set out in the CorporateSocial Responsibility Policy of the Company.

Our CSR Responsibility We hereby confirm that the CSR Policy is approved by the Board and that the implementation and monitoring of CSR Policy is in compliance with CSR objectives and policy of the Company
Bengaluru Irfan Razack Rezwan Razack
30-May-15 Chairman- CSR Committee Member- CSR Committee

ANNEXURE 4

Particulars of Employees

a) Information as per section 134 read with rule 5(1) of the companies (Appointment andremuneration of Managerial personnel) Rules 2014

Names of the Director/KMP Designation Remuneration FY 14 Remuneration FY 15 % Increase in remuneration FY 14 Vs FY 15 Ratio of remuneration to median remuneration of Employee’s in FY 15
Irfan Razack Chairman & Managing Director 24000000 74000000 208.3% 0.007
Rezwan Razack Joint Managing Director 24000000 74000000 208.3% 0.007
Noaman Razack Director 3000000 3000000 0.0% 0.170
Uzma Irfan Additional Director 3000000 3000000 0.0% 0.170

The median remuneration of employees in the financial year 2014 is Rs. 475969 &financial year 2015 is 510260/-

Percentage increase (decrease) in the median remuneration of employees in the financialyear 2015 is 7.2%

Number of permanent employees on the rolls of the company as on 31st March 2015 is 810