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Puravankara Ltd.

BSE: 532891 Sector: Infrastructure
NSE: PURVA ISIN Code: INE323I01011
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OPEN 82.70
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VOLUME 1753
52-Week high 166.35
52-Week low 77.90
P/E 11.77
Mkt Cap.(Rs cr) 1,954
Buy Price 82.35
Buy Qty 12.00
Sell Price 82.75
Sell Qty 12.00
OPEN 82.70
CLOSE 82.90
VOLUME 1753
52-Week high 166.35
52-Week low 77.90
P/E 11.77
Mkt Cap.(Rs cr) 1,954
Buy Price 82.35
Buy Qty 12.00
Sell Price 82.75
Sell Qty 12.00

Puravankara Ltd. (PURVA) - Director Report

Company director report

To

The Shareholders

Your Directors have the pleasure of presenting the 35th Annual Reporton the business and operations of the Company together with the audited results for thefinancial year ended March 31 2021.

FINANCIAL HIGHLIGHTS

(Rs. in Crore)

Particulars

Standalone

Consolidated

Fiscal 2021 Fiscal 2020 Fiscal 2021 Fiscal 2020
Total income 630.65 1322.82 1053.81 2187.26
Profit before tax (14.04) 44.80 (2.89) 140.35
Profit after tax/ Total profit for the year (9.71) 30.51 (4.67) 88.35
Total Comprehensive income (10.96) 31.81 (6.08) 89.63

FINANCIAL PERFORMANCE

The standalone revenues of the Company stood at H630.65 crore comparedto Rs. 1322.82 crore in the previous fiscal. Correspondingly the Company has incurred aloss (after tax) of Rs. 9.71 crore for the year 2020-21 as against profit (after tax) ofRs. 30.51 crore in the previous fiscal.

Taking into account the revenues and performance of the subsidiaries ofthe Company consolidated revenues of the Company stood at Rs. 1053.81 crore as comparedto Rs. 2187.26 crore in the previous fiscal showing a decline of 51.82%. Totalconsolidated loss after tax for the year stood at Rs. 4.67 crore compared to profit aftertax of Rs. 88.35 crore in the previous fiscal reflecting a deceleration of 105.28%.

The Company is in the business of real estate development and sales.The Company is following IND AS 115 for the purpose of recognition of revenue andaccordingly the revenue can be recognised only when apart from other related conditionsthe house/unit is delivered to the customer. The development and delivery of homes/unitstakes substantial time - often of three to five years and hence the revenue in respect ofsuch projects can be recognised only upon such completion. Thus there is a substantiallag in the revenue recognition. Although the sale is confirmed and customer advance iscollected and construction is substantially completed revenue cannot be recognised.Further as and when the Company incurs any sales and marketing expenses the same wouldhave to be accounted as a period cost. The Company has huge marketing expenses and in thefinancial year 2020-21 also the Company has incurred sales and marketing expenses whichhave been recognised as a period cost. If there is a bunching of project completions withperiods of time during which there is no project delivery or periods of time whenregistration of units by the customers is lower (such as the holiday period ordisruptions/delays due to events such as Covid-19) the variation happens in reportedprofitability. Further during the first few months of financial year 2020-21 thedelivery of the units could not be achieved due to travel restrictions linked to Covid-19.Thus there has been an impact on the profitability of the Company for the financial year2020-21.

The numbers for revenue and losses for the Company on a standalone andconsolidated basis reflect the aforementioned recognition of revenue on the basis ofaccounting standards.

The Company is planning to have an even spread of projects withdifferent completion dates to enable continuous delivery of projects throughout theperiod. As there have been delays in obtaining the sanction of project plans and due tomarket conditions few of the projects had to be deferred temporarily. The Company haslaunched plotted development projects as they have a shorter time-cycle and will enableimproved/timely revenue recognition.

The productivity of the Company is growing though revenue recognitionis delayed. Due to Covid-19 and various other uncertainties in the economy theproductivity and profits in absolute measurable terms in the near future areunascertainable. In the long term these imbalances are expected to wane off ascollections are growing at a steady pace.

OPERATIONAL PERFORMANCE

Puravankara Limited achieved 3.43 msft (including 2.15 msft onstandalone basis) of sales during FY 21 despite significant challenges due to the COVIDpandemic. Sales value increased by 28% year on year basis to H2202 crore compared to H1714crore during the last financial year. We accelerated our digital initiatives whichinclude an exclusive digital launch of two projects and online booking. During the yearthe Company launched six projects -Provident Woodfield Purva Atmosphere Purva AspirePurva Emerald Bay Purva Promenade and Purva Clermont. With the launch of Purva ClermontProject a world home collection in Chembur Puravankara re-entered the Mumbai market.

Further the Company witnessed an increase in homebuyer interest inlarger homes better amenities and projects that are well-designed driving consumers toconsider Puravankara and Provident both known to offer these features. The resilientdemand of residential units including residential plots motivated us to have a healthylaunch pipeline for FY22 with a new vertical Purva Land for plotted development projects.We are fully poised to capture the upcoming recovery in real estate sector with ourfull-fledged experience and capabilities.

The revenue recognition for the financial year FY21 was muted due tolesser possession and handover of units compared to previous fiscal. As a result werecognised revenue of H1054 crore EBITDA was H374 crore our operating cash surplusafter interest and tax was H496 crore for the year and in a major positive developmentthe Company has reduced its net debt by H237 crore.

DIVIDEND

Your Board approved a dividend policy of the Company at its meetingheld on August 6 2013. The said dividend policy indicates that the Company shallendeavour to pay 33.33% of the Profit after Tax (PAT) earned by the Company during eachfinancial year with regard to the business exigencies and general economic outlook fordistribution as dividend to shareholders.

In line with the aforesaid dividend policy and in line with the resultsof the Company the Board has not recommended any dividend for the financial year endedMarch 31 2021. As per IND-AS 115 relating to recognition of revenue revenue isrecognised upon completion of the project and sale of unit to the customers. Also anyextension of time to complete the projects will lead to such revenue to be recognised onan extended timeline while at the same time sales and marketing costs of the newprojects being launched will be charged to the profit & loss account adverselyaffecting the Company's reported profitability in the near future. As this is purelyan accounting aspect in the medium-term and the long run as and when the revenue of theprojects is recognized upon completion the same will be neutralized. The Board ofDirectors have therefore decided to not declare any dividend for the year.

TRANSFER TO RESERVES

Pursuant to Section 123 of the Companies Act 2013 there is noproposal to transfer any amount to the General Reserve.

DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS (IFC)

Pursuant to Section 134(5)(e) your Company has a proper and adequatesystem of internal financial controls (IFC) in place to ensure that all transactions areauthorized recorded and reported correctly and assets are safeguarded and protectedagainst loss from unauthorized use or disposition and smooth functioning of its business.The processes and the systems are reviewed constantly and changed to address the changingregulatory and business environment. The control systems provide a reasonable assurance ofrecording the transactions of its operations in all material aspects and of providingprotection against misuse or loss of Company's assets. In addition there are a widevariety of operational controls and fraud risk controls covering the entire spectrum ofIFC.

The existing IFC and their adequacy are frequently reviewed andimproved upon to meet the changing business environment. The internal auditorsperiodically review the internal control systems policies and procedures for theiradequacy effectiveness and continuous operation for addressing risk management andmitigation strategies.

SHARE CAPITAL

The paid-up equity share capital remained unchanged at H118.58 crore ason March 31 2021. There were no public issues rights issues bonus issues orpreferential issues etc. during the year. The Company has not issued any shares withdifferential voting rights sweat equity shares nor has it granted any stock options.

DEBENTURES

During the year your Company issued:

• 10 Secured Unlisted Unrated Redeemable NonConvertibleDebentures aggregating to H50 crore

• 100 Secured Unlisted Unrated Senior RedeemableNonConvertible Debentures aggregating to H10 crore

The same are outstanding as on the date of this report. The debentureshave a moratorium period of one year and are repayable in equal monthly installments overa period of 2 years thereafter.

FIXED DEPOSITS

During the year your Company did not invite nor accept any fixeddeposits from the public and as such there existed no outstanding principal or interestobligations for fixed deposits as on the Balance Sheet date.

DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)

Pursuant to Section 149(4) of the Companies Act 2013 every listedcompany is required to have at least one-third of its directors to be IndependentDirectors. The Board has one half of its Directors in the category of IndependentDirectors in terms of Regulation 17 of the Securities Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 as amended (hereinafterreferred to as 'Listing Regulations').

In terms of the provisions of the Companies Act 2013 and Regulation 17of the Listing Regulations the Board shall be comprised with at least one woman director.

On the recommendation of the Nomination & Remuneration Committee'Non-Executive Independent Directors (NEIDs) were appointed in the capacity of AdditionalDirectors by the Board of Directors up to the conclusion of the 35th Annual GeneralMeeting ('AGM') subject to the approval of the shareholders.

Prof Shailaja Jha (DIN: 09060618) was appointed as NEID on February 112021 and Mr. Kulumani Gopalratnam Krishnamurthy (DIN: 00012579) was appointed as NEID onJune 25 2021 by the Board of Directors for a term of five years.

The limit of remuneration (in the form of commission) payable to theNEID will be approved by the shareholders at the said AGM and the Board of Directors ofthe Company have been empowered to decide the annual remuneration payable subject to thesaid limit.

Ms. Sonali Rastogi (DIN: 00371091) resigned as a Director on the Boardof Directors of the Company w.e.f. December 31 2020 on account of personal reasons andpre-occupations. The Board of Directors place on record their appreciation for hercommendable services as NEID for a period of 2 years. During her tenure Ms. SonaliRastogi also served as Member of the Audit Committee and as the member of Nomination andRemuneration Committee.

According to Section 149(13) of the Companies Act 2013 theIndependent Directors shall not be liable to retire by rotation.

All the continuing Non-Executive Independent Directors have submittedthe Declaration of Independence pursuant to Section 149(7) of the Companies Act 2013stating that they meet the criteria of independence as per Section 149(6) of the saidCompanies Act 2013 and Regulation 25 of the Listing Regulations.

The conditions relating to appointment of a Non-Executive IndependentDirector specified in the Companies Act 2013 and the rules made thereunder and theListing Regulations have been complied with.

On the recommendation of the Nomination and Remuneration Committee theBoard had re-designated the Joint Managing Director Mr. Nani R. Choksey as Vice-Chairmanof the Company w.e.f. September 2 2020.

The Whole-time Directors Mr. Ravi Puravankara Chairman Mr. AshishRavi Puravankara Managing Director Mr. Nani R. Choksey Vice- Chairman are liable toretire by rotation. In line with this requirement Mr. Ashish Ravi Puravankara ManagingDirector and Mr. Nani R. Choksey Vice-Chairman of the Company are liable to retire byrotation at the forthcoming Annual General Meeting and being eligible for re-appointmentoffers themselves for reappointment as Directors. The Board has recommended theirreappointment.

The term in office of the Executive Directors expired on March 312021. The Nomination and Remuneration Committee recommended the re-appointment of Mr. RaviPuravankara Chairman as Whole-time Director Mr. Nani R. Choksey Vice-Chairman asWhole-time Director and Mr. Ashish Ravi Puravankara as Managing Director for a period of5 years commencing from April 1 2021. The shareholders approved the said appointment videspecial resolution passed at the AGM held on September 28 2020.

The criteria for performance evaluation of Independent DirectorsBoard Committees and other individual Directors includes criteria for performanceevaluation of the nonExecutive Directors and Executive Directors. Pursuant to theprovisions of the Companies Act 2013 and Regulation 25 of the Listing Regulations theBoard has carried out the annual performance evaluation of its own performance itsCommittees and the Directors individually.

Mr. Abhishek Nirankar Kapoor Chief Operation Officer of the Companywas appointed as Additional Director on the Board of Directors of the Company. He shallhold office until the 35th AGM. Mr. Kapoor was appointed as Executive Director for aperiod of 5 years subject to approval of the shareholders at the 35th AGM.

Mr. Kuldeep Chawla Chief Financial Officer resigned w.e.f. February28 2021. Your Directors place on record their appreciation of the valuable contributionmade to the Company by the Chief Financial Officer.

Ms. Bindu D continues in office as the Company Secretary & asCompliance Officer of the Company under the Listing Regulations.

On August 13 2021 the Board designated Mr. Abhishek Nirankar Kapooras Chief Executive Officer and Chief Financial Officer.

MEETINGS OF THE BOARD

A minimum of four meetings of the Board of Directors are required to beheld during a year in line with the requirement under the Listing Regulations and theinterval between any two meetings shall not exceed 120 days.

However the mandatory requirement of holding meetings of the Board ofDirectors of the companies within the intervals provided in section 173 of the CompaniesAct 2013 (CA13) (120 days) was extended by a period of 60 days for the first two quartersof the year i.e. until 30th September 2020 by the Ministry of Corporate Affairs videGeneral Circular 11/2020 released by them on March 24 2020 in order to support and enableCompanies to focus on taking necessary measures to address the unprecedented outbreak ofthe pandemic caused by COVID-19. Accordingly as a onetime relaxation the gap between twoconsecutive meetings of the Board was extended to 180 days for the first two quartersinstead of 120 days as required in the Companies Act 2013.

According to Regulation 17(2) the maximum time gap between any twoBoard Meetings cannot be more than 120 days which has been complied with and sevenmeetings of the Board of Directors were held during the year. For further details pleaserefer to the report on Corporate Governance forming part of this Annual Report.

The recommendations and suggestions of the Audit Committee were dulyconsidered and accepted by the Board of Directors. There were no instances ofnon-acceptance of any recommendations.

The Board of Directors confirm that secretarial standards have beencomplied with in respect of all meetings held during the year.

POLICIES

Policies as required to be formulated under the Listing Regulationshave been adopted by the Company. The following

policies have been placed on the website of your Company and can beaccessed at www.puravankara.com/investors

1. Code of conduct for prevention of insider trading

2. Code of practices and procedures for fair disclosure of UPSI(Unpublished Price Sensitive Information)

3. Policy for determining material subsidiaries

4. Policy on materiality of related party transactions

5. Policy for corporate social responsibility

6. Nomination & remuneration policy including criteria for makingpayment to Directors (Non-Executive and Executive) and senior management personnel.

7. Risk management policy

8. Whistle Blower Policy

9. Anti-Corruption and Anti-Bribery Policy

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act 2013 your

Directors hereby confirm that:

a) in preparation of the annual accounts the applicable accountingstandards have been followed;

b) the Directors have selected such accounting policies and appliedthem consistently and made judgments and estimates that are reasonable and prudent so asto give a true and fair view of the state of affairs of the Company at the year endedMarch 31 2021 and of the profit/loss of the Company for that period;

c) the Directors have taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of theCompanies Act 2013 for safeguarding the assets of the Company and for preventing anddetecting fraud and other irregularities;

d) the annual accounts of the Company have been prepared on a 'goingconcern' basis;

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

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

BOARD TRAINING AND FAMILIARISATION PROGRAMME

With a view to familiarise the Directors including Independentdirectors of the Company of their roles rights responsibilities in the Company natureof the industry in which the Company operates business model of the Company etc. and asrequired under Listing Regulation 25(7) the Company has held various familiarisationprogrammes throughout the year on an ongoing basis.

The Managing Director and the Vice-Chairman also have a one-on-onediscussion with the Directors on a regular basis. In addition the Senior Management ofthe Company interacts regularly with the Directors both individually and collectively.The above initiatives help the Directors to understand and keep themselves updated aboutthe Company its business and the regulatory framework in which the Company operates andequip themselves to effectively fulfill their role as Directors of the Company. Some ofthe familiarisation programmes carried out during the year include:

1. Various presentations made by business heads of the Company fromtime to time on different functions and areas.

2. Deliberations were held and the Directors were updated from time totime on major developments in the areas of the Companies Act 2013 and the ListingRegulations.

The details of the familiarisation programmes are also placed on theCompany's website: www.puravankara.com/investors

AUDITORS & AUDITORS' REPORT Statutory Auditors

M/s. S R Batliboi & Associates LLP Chartered Accountants FRN101049W/ E300004 were appointed by the members as Statutory Auditors of the Company fora period of five years from the conclusion of the 31st AGM held on August 29 2017 tillthe conclusion of 36th AGM.

The Company has received confirmation from M/s. S R Batliboi &Associates LLP Chartered Accountants stating that continuation as Statutory Auditors ofthe Company would be within the prescribed limits under Section 141(3) (g) of theCompanies Act 2013.

The Statutory Auditors have expressed an unmodified opinion in theirConsolidated Auditors' Report and the Standalone Auditors' Report in respect ofthe audited financial statements for the financial year ended March 31 2021.

With regard to the Emphasis of Matter stated in the Statutory Reportas part of the notes to the financial statements the Board of Directors state that withregard to:

A. Covid-19 pandemic:

The outbreak of Covid-19 pandemic globally and in India has causedsignificant disturbance and slowdown of economic activities. Due to the lockdown announcedby the Government the Group's operations were slowed down/suspended for part of thecurrent year and accordingly the audited consolidated financial results for the quarterand the year ended March 31 2021 are adversely impacted and not fully comparable withthose of the earlier year.

The Group has considered the possible effects that may result from theCovid-19 pandemic on the carrying value of assets [including property plant andequipment investment property investments inventories loans land advance/deposits andreceivables]. In developing the assumptions relating to the possible future uncertaintiesin the economic conditions because of this pandemic the Group as at the date of approvalof these financial results has used internal and external sources of information to assessthe expected future performance of the Group. The Group has performed sensitivity analysison the assumptions used and based on the current estimates the Group expects that thecarrying amount of these assets as reflected in the balance sheet as at March 31 2021are fully recoverable. Though the management has availed for the moratorium on payment ofloan instalments as provided by the Reserve Bank of India vide Covid-19 - RegulatoryPackage the management has estimated the future cash flows for the Group with thepossible effects that may result from the Covid-19 pandemic and does not foresee anyadverse impact on realising its assets and in meeting its liabilities as and when theyfall due. The actual impact of the COVID-19 pandemic may be different from that estimatedas at the date of approval of these financial results.

Further the Group's management has also made a detailedassessment of the progress of construction work on its ongoing projects during the periodof lockdown and has concluded that the same was only a temporary slowdown in activitiesand has accordingly inventorised the borrowing costs incurred in accordance with Ind AS23. The outbreak of Covid-19 has also resulted in delay in completion of certain ongoingcustomer contracts. In this regard a wholly-owned subsidiary of the Company has initiatedproceedings with its customer for extension of project completion timeline and waiver ofliquidated damages amounting to H11 crores. Pending resolution of the aforesaid matter noprovision has been made towards such liquidated damages in the accompanying financialresults based on the terms of the customer contract and impact of Covid-19 pandemic.

Further the construction operations of the Group was impacted due toCovid-19. The Group is carrying construction work in progress as at March 31 2021 andhaving regard to the Company's ongoing discussions with its customers towards theconstruction work the Group is confident of billing the same in the ensuing year.

The Group will continue to closely observe the evolving scenario andtake into account any future developments arising out of the same.

B. Litigation Matters:

(i) The Group had initiated legal proceedings against its customer forrecovery of receivables of H15 crore inventories of H1 crore and customer's counterclaim thereon which is currently pending before the Commercial Court. Pending resolutionof the aforesaid litigation no provision has been made towards the customer'scounterclaims and the underlying receivables and other assets are classified as good andrecoverable in the accompanying financial results based on the legal opinion obtained bythe management and management's evaluation of the ultimate outcome of the litigation.

(ii) The Group is subject to legal proceedings for obtaining clear andmarketable title for certain properties wherein the Group has outstanding deposits andadvances of H106 crore. Further the Group has Rs. 12 crore recoverable from partieswhich are subject to ongoing legal proceedings. Pending resolution of the aforesaid legalproceedings no provision has been made towards any claims and the underlying recoverabledeposits and advances are classified as good and recoverable in the accompanying financialresults based on the legal evaluation by the management of the ultimate outcome of thelegal proceedings.

All the matters emphasized by the Statutory Auditor are explained inthe notes to the financial statements as mentioned above and the same is self-explanatory.

COST AUDITORS

The Board appointed M/s. GNV Associates Cost Accountants; forconducting the audit of cost records of the Company for the financial year ended 2020-21.There are no qualifications or adverse remarks in the Cost Audit Report which require anyexplanation from the Board of Directors.

The Board have re-appointed M/s. GNV Associates Cost Accountants forconducting the audit of cost records for the financial year 2021-22. The Notice conveningthe Annual General Meeting contains the proposal of remuneration payable to the CostAuditors during the period 2021-22.

SECRETARIAL AUDITORS

The Board appointed M/s JKS & Co. Company Secretaries to conductthe secretarial audit of the Company for the financial year 2020-21. The Secretarial AuditReport for the financial year ended March 31 2021 is attached herewith marked as AnnexureI to this Report. In connection with the observation in the said report the Board ofDirectors state that the same was on account of inadvertence and the Company has sincepaid the requisite fine in compliance with the SEBI Circular no. 2018/77 dated May 32018.

Pursuant to Regulation 24A material unlisted subsidiaries incorporatedin India shall undertake a secretarial audit. The same has been complied with.

PARTICULARS OF INVESTMENTS MADE LOANS GIVEN GUARANTEES GIVEN ANDSECURITIES PROVIDED

Particulars of investments made loans given guarantees given andsecurities provided are disclosed in Note 6 and 7 to the standalone financial statement ofthe Company.

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

All contracts/arrangements/transactions entered into by the Companyduring the financial year ended March 31 2021 with related parties were in the ordinarycourse of business and on an arms-length basis. During the year the Company did not enterinto any new contracts/arrangements/transactions with related parties which could beconsidered material in accordance with the Company's policy pertaining to themateriality of related party transactions.

The policy on materiality of related party transactions and dealingwith related party transactions as approved by the Board may be accessed on theCompany's website: www.puravankara. com/investors

The details of the material related party transactions are attachedherewith as Annexure II Form AOC-2.

The details of related party transactions form part of note no. 39 ofthe Standalone Financial Statements of the Company.

CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements of the Company pursuant toSection 129(3) of the Companies Act 2013 and Regulation 33 and Regulation 34 of theListing Regulations and prepared in accordance with the Indian Accounting Standards(IndAS) prescribed by the Institute of Chartered Accountants of India form part of thisAnnual Report.

The Indian Accounting Standards (IndAS) were notified by the Ministryof Corporate Affairs (MCA) vide its notification in the official gazette on February 162015 applicable to certain classes of companies. IndAS has replaced the existing IndianGAAP prescribed under section 133 of the Companies Act 2013 read with rule 7 of theCompanies Accounts Rules 2014.

Your Company its subsidiaries have adopted IndAS with effect fromApril 1 2016 pursuant to the notification by the Ministry of Corporate Affairs onFebruary 16 2015 notifying the Companies (Indian Accounting Standard) Rules 2015.

The accounting policies as set out in note 1 to the financialstatements have been applied in preparing the financial statements for the year endedMarch 31 2021.

SUBSIDIARIES

The Company has 25 subsidiary companies (including four step-downsubsidiaries in India and a step-down subsidiary in Sri Lanka) out of which 23 companiesare in India and two are overseas. Of these Provident Housing Limited StarworthInfrastructure & Construction Limited two unlisted Indian Companies are materialsubsidiaries as defined under the Listing Regulations.

Pursuant to Regulation 24 of the Listing Regulations at least oneIndependent Director on the Board of the Company shall be a Director on the Board ofDirectors of an unlisted material subsidiary. Mr. Pradeep Guha and Mr. Anup S. SanmukhIndependent Directors on the Board of the Company are also members of the Board ofProvident Housing Limited which is an unlisted material subsidiary. The Secretarial AuditReport is attached as Annexure I a.

Pursuant to Regulation 24 read with Regulation 16 of the ListingRegulations an Independent Director on the Board of the Company is not required to be aDirector on the Board of Directors of the unlisted material subsidiary StarworthInfrastructure & Construction Limited as the turnover does not exceed 20% of theturnover of the Listed Entity.

Purva Star Properties Private Limited the wholly owned subsidiary was amaterial subsidiary of the Company during the year 2020-21. Mr. Pradeep Guha IndependentDirector was appointed on the Board of Directors of the said subsidiary. The SecretarialAudit Report is attached as Annexure I b.

During the year the Company incorporated Purva Woodworks PrivateLimited as a wholly-owned subsidiary of the Company during August 2020.

Details of entities which became/ceased to be the Company'ssubsidiaries joint ventures or associate companies are specified in Annexure III.

STATEMENT RELATING TO SUBSIDIARIES AND THEIR FINANCIAL STATEMENTS

Information regarding each subsidiary pertaining to capital reservestotal assets total liabilities details of investment turnover profit before taxationprovision for taxation profit after taxation/ loss etc. are attached herewith asAnnexure IV (i.e. Form AOC-1).

Your Directors hereby inform you that the audited annual accounts andrelated information of the subsidiaries will be available for inspection on any workingday during business hours at the registered office of the Company.

In accordance with the provisions of Sections 136 of the Companies Act2013 the annual financial statements and the related documents of the subsidiarycompanies of the Company are placed on the Company's website: www.puravankara.com

MATERIAL CHANGES AND COMMITMENTS

There have been no material changes and commitments affecting thefinancial position of the Company which have occurred between the end of the financialyear of the Company to which the Balance Sheet relates and the date of this Report exceptthe below mentioned transaction:

The company sold all the shares of its wholly owned subsidiaryVagishwari Land Developers Private Limited and consequently Vagishwari Land DevelopersPrivate Limited ceased to be the Company's Subsidiary during June 2021.

The Company has acquired MAP Capital Advisors Private Limited('MCAPL') whereby w.e.f. August 042021 MCAPL is a wholly owned subsidiary of theCompany.

ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE

Information in accordance with the provisions of Section 134 (3) (m) ofthe Companies Act 2013 read with Rule 8 of the Companies (Accounts) Rules 2014regarding conservation of energy technology absorption and foreign exchange earnings andoutgo:

Technology absorption: Your Company firmly believes that adoption anduse of technology is a fundamental business requirement for carrying out businesseffectively and efficiently. While the industry is labor intensive mechanisation ofdevelopment through technological innovations is the way to address the huge demand-supplygap in the industry. Accordingly the Company is constantly upgrading its technology toreduce costs improve quality and achieve economies of scale.

Energy: The Company is in the business of property development and doesnot require large quantities of energy. However wherever possible energy saving measuresare undertaken across all projects.

Foreign exchange: Foreign exchange earned during the year ended March31 2021 stood at H2.95 crores while the expenditure stood at H8.57 crores.

RISK MANAGEMENT POLICY

Information on the development and implementation of a risk managementpolicy for the Company including identification therein of elements of risk which in theopinion of the Board may threaten the existence of the Company is given in the CorporateGovernance Report.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The corporate social responsibility framework approved by the Board ofDirectors and under the direct involvement of our senior management establishes thefoundations for responsible activity and socio-economic development of underprivileged andvulnerable communities. Through the framework Puravankara conducts its CSR activitiesthat are comprehensive and promise sustainable action with the adoption of a longterm viewin decision making and constant innovation which contributes as much as possible to thesustainable development of communities. This commitment provides added value to theCompany and to its stakeholders and positively influences the reputation and credibilityof our business. The Company's major CSR initiatives comprise sponsoring education ofthe needy and the deserving enhancing civic beautification and promoting interest in thearts culture and sports.

Further the Company's initiatives also include maintenance ofroads parks fire stations and a war memorial apart from extending financial support toschools and creches for children of unskilled labourers. The Company also ensures welfarefor seniors living in old-age homes in Bengaluru.

CONSTITUTION OF CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

According to Section 135 of the Companies Act 2013 read together withCompanies (Corporate Social Responsibility Policy) Rules 2014 and revised Schedule VII tothe said Act which came into effect from April 1 2014 all companies having net worth ofH500 crore or more or turnover of H1000 crore or more or a net profit of H5 crore ormore during any financial year are required to constitute a Corporate SocialResponsibility (CSR) Committee of the Board of Directors comprising three or moredirectors with at least one of them being an Independent Director. The Company hascomplied with the requirement.

It is essential that the Company remains an active welcomed member ofthe community and that our contributions to society are shared and valued. The Companysubscribes to and actively pursues positive social outcomes while working diligently touse scale and socio-economic reach to effect meaningful transformation within thecommunities the Company operates in. Importantly the permit to conduct our business ispremised on the Company's ability to demonstrate its commitment to create truesignificant and sustainable value for all stakeholders and to practice soundenvironmental stewardship.

Puravankara strongly believes that corporates have a special andcontinuing responsibility towards the society. The Group focuses on creating a sustainableimpact on the development of communities through initiatives in education health andsafety arts and sports civic amenities as well as the environment. The philanthropic andCSR initiatives of the Group over the past decade are a proof of this belief. It hasstrengthened its internal processes and established long-lasting partnerships with variousorganizations in doing so.

The report on CSR activities is attached herewith as Annexure V.

ANNUAL RETURN

The annual return of the Company pursuant to Section 92 of theCompanies Act 2013 is accessible on the link https://www. puravankara.com/investors

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The statement containing particulars of employees including ratio ofremuneration to Directors among others as required under Section 197(12) of theCompanies Act 2013 read with Rule 5 of Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 are attached herewith as Annexure VI to this Report.

REMUNERATION POLICY AND CRITERIA FOR MATTERS REQUIRED UNDER SECTION 178

The Board as per the recommendation of the Nomination &Remuneration Committee has framed a Nomination & Remuneration policy providing: (a)criteria for determining qualifications positive attributes and independence of Directorsand (b) a policy on remuneration for Directors Key Managerial Personnel and otheremployees. The detailed Remuneration policy is placed on the Company's website: www.puravankara. com/investors

BUSINESS RESPONSIBILITY REPORTING

As per clause (f) of sub regulation (2) of regulation 34 of ListingRegulations the annual report of the top five hundred listed entities based on marketcapitalization (calculated as on March 31 of every financial year) shall contain aBusiness Responsibility Report describing the initiatives taken by the listed entity froman environmental social and governance perspective in the format as specified by theSEBI. Your company is ranked 567 amongst the listed entities on the basis of marketcapitalization as on March 31 2021. The Business Responsibility Report is attachedherewith as Annexure VII.

CORPORATE GOVERNANCE

A separate section on Corporate Governance and a certificate from apractising Company Secretary regarding the compliance of the conditions of CorporateGovernance as stipulated under Regulation 34 read with Schedule V of the ListingRegulations forms part of this Annual Report.

The aforementioned certificate from a practising Company Secretary isattached herewith as Annexure VIII.

MANAGEMENT DISCUSSION AND ANALYSIS

A separate section on the Management Discussion and Analysis asstipulated under Regulation 34 of the Listing Regulations forms part of this AnnualReport.

CREDIT RATING

The long-term rating assigned to the Company whereby ICRA Limited hasmaintained the previous rating and assigned a longterm rating of [ICRA] BBB+ and outlookhas been improved to Positive from Stable and has maintained the previous short termrating of [ICRA] A2 for H3000 crore bank facilities of the Company. The rating was issuedduring April 2021.

During July 2021 the Rating Committee of ICRA has upgraded theprevious rating and assigned a long-term rating of [ICRA] A- and outlook has been revisedto Stable from Positive and has upgraded the previous short term rating to [ICRA] A2+ forH3000 crore bank facilities of the Company.

SHARESUNDERCOMPULSORYDEMATERIALISATION:

The Company's equity shares are compulsorily tradable inelectronic form. As on March 31 2021 0.0000006% of the Company's total paid-upequity capital representing 162 shares (five shareholders) is in physical form and theremaining shares i.e. 237149524 (99.9999994%) are in electronic form.

In view of the numerous advantages offered by the depository systemthe members holding shares in physical form are advised to avail of the facility ofde-materialisation.

With effect from April 1 2019 requests for effecting transfer ofsecurities shall not be processed unless the securities are held in the dematerializedform with a depository. To provide for the future transmission or transposition ofsecurities the Company has advised that the shares held in physical mode be held indemat/ electronic mode by converting it into demat mode.

Particulars Number of shares %
DEMAT 237149524 99.9999994%
PHYSICAL 162 0.0000006%
TOTAL 237149686 100%

During the year 2020-21 1412 shares belonging to 45 shareholders inrespect of which dividend had not been claimed by the shareholders for seven consecutiveyears or more were transferred to the Investor Education and Protection Fund. The detailsare provided on the website of the Company.

INSIDER TRADING REGULATIONS

SEBI had brought in a new regulation named as SEBI (Prohibition ofInsider Trading Regulation) 2015 in place of SEBI Insider Trading Regulations 1992.Pursuant to the new regulation your Company has a Code of Conduct for Prevention ofInsider Trading & Code of Practices and Procedures for Fair Disclosure of UnpublishedPrice Sensitive Information and the same is placed on the website of your Company.

STATUTORY DISCLOSURES Your Directors state that:

a) No disclosure or reporting is required in respect of the followingitems as there were no transactions on these items during the year under review:

1. Neither the Managing Director nor the Whole-time Directors of theCompany receive any remuneration or commission from any of its subsidiaries.

2. No significant or material orders were passed by the Regulators orCourts or Tribunals which impact the 'going concern' status and Company'soperations in future.

b) In compliance with the requirements of 'Prevention Prohibition andRedressal of Sexual Harassment of Women at Workplace Act 2013' introduced by theGovernment of India which came into effect from December 9 2013 the Company has adopteda 'Policy to provide Protection Against Sexual Harassment of Women in Workplace'which has been displayed on the website of the Company and an Internal ComplaintsCommittee has been constituted and functions duly. The status of complaints is as follows:

a. number of complaints filed during the financial year-0

b. number of complaints disposed-off during the financial year - 0

c. number of complaints pending as on end of the financial year - NIL

There are no frauds reported by auditors under sub-section (12) ofsection 143 and there are no frauds which are reportable to the Central Government.

Maintenance of cost records as specified by the Central Governmentunder sub-section (1) of section 148 of the Companies Act 2013 is required by theCompany and accordingly such accounts and records are made and maintained.

ACKNOWLEDGEMENTS

Your Directors express their grateful appreciation for the assistanceand co-operation received from the financial institutions banks governmentalauthorities customers vendors and shareholders during the financial year. Your Directorswould also like to once again place on record their appreciation to the employees acrosslevels who through their dedication cooperation support and intelligence have enabledthe Company to move towards achieving its corporate objectives.

For and on behalf of the Board of Directors
Ashish Ravi Puravankara Nani R. Choksey
Managing Director

Vice-Chairman

DIN:00504524 DIN:00504555
Dubai Bengaluru
August 13 2021 August 13 2021

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