About
Oberoi Realty Ltd
Oberoi Realty Ltd is a Mumbai based real estate development company. It is focused on premium developments in the residential, office space, retail, hospitality and social infrastructure projects. In the real estate space, Oberoi Realty is an established brand with an impeccable track record. Its primary aim is to build aspirational developments for its customers with distinctive designs, functional aesthetics and quality finishes that translate into landmark projects through its mixed-use and single-segment developments.
Oberoi Realty Ltd was incorporated on May 8, 1998 as a private limited company with the name Kingston Properties Pvt Ltd. In February 20, 2002, the company acquired the land at Goregaon, Mumbai from Ciba Specialty Chemicals (India) Ltd. Also, they acquired the land at Goregaon, Mumbai from Novartis India Ltd. In April 8, 2003, Oberoi Mall Pvt Ltd became a wholly owned subsidiary of the company.
In February 10, 2005, the company acquired the development rights at Andheri (West), Mumbai from Excel Industries Ltd and Shroff Family Charitable Trust for the development of property. In March 31, 2005, the company entered into Master Asset Purchase Agreement with Tulip Hospitality Services Ltd, Tulip Hotels Pvt Ltd, Dr. Ajit Kerkar and SRPL for acquisition of Hotel Tulip Star at Juhu, Mumbai from Tulip Hospitality Services Ltd.
In September 26, 2005, the company acquired a land at Mulund, Mumbai from GlaxoSmithKline Pharmaceuticals Ltd. In October 18, 2005, they acquired the land at Andheri (East), Mumbai from Madhu Fantasy Land Pvt Ltd and Avinash Bhosale. In December 21, 2006, Oberoi Constructions Pvt Ltd became a wholly owned subsidiary of the company.
In January 14, 2007, SSIII, a company owned by a real estate fund advised by US registered investment advisers which are wholly-owned subsidiaries of Morgan Stanley Inc, invested Rs 6,750 million in the company. SSIII subscribed to 279,777 equity shares and 783 preference shares for Rs 5,967 million and Rs 783 million respectively in the company.
In January 2, 2008, the company entered into Hotel Operating Services Agreement with Starwood Asia Pacific Hotels & Resort Pte Ltd for operating The Westin Mumbai - Garden City hotel at Goregaon (East), Mumbai.
In September 23, 2009, the company entered into a joint venture agreement with Skylark Build and Shree Vrunda Enterprises for the development of the free-sale component under slum rehabilitation scheme at Annie Besant Road, Worli, Mumbai.
In October 2009, the name of the company was changed from Kingston Properties Pvt Ltd to Oberoi Realty Pvt Ltd. In December 2009, the company was converted in to a public limited company and the name was changed to Oberoi Realty Ltd.
On 29 October 2010, Oberoi Realty launched an Office Space project 'Oberoi Prisma' situated at Jogeshwari-Vikroli Link Road, Andheri (East), Mumbai. The project is being developed by Oberoi Constructions Private Limited, a wholly owned subsidiary of the Company.
On 23 August 2011, Oberoi Realty announced that it has appointed Samsung C&T Corporation as its general contractor for the iconic high rise mixed use project in Worli, Mumbai, to be developed under Oasis Realty (a joint venture between Sahana and Oberoi Realty). Samsung CET Corporation, one of the finest construction and engineering companies, has constructed many of the world's tallest landmark building projects Like the Burj Khalifa in UAE and the Petronas Tower in Malaysia. The proposed high rise mixed use development at Worli, Mumbai has three phases comprising of a residential tower, commercial office space and a luxury hotel. The project is scheduled to be completed phase-wise over a period of 53 months.
On 29 September 2011, Oberoi Realty announced that the company has purchased 5 lakh equity shares of Rs 10 each fully paid up and 3.62 lakh 1% Non-cumulative Non-Convertible Preference Shares - Series I of Rs 10 each fully paid up of I-Ven Realty Limited from India Advantage Fund I, acting through its Investment Manager ICICI Venture Funds Management Company Limited. Further, Oberoi Realty Limited has also invested in optionally convertible debentures issued by I-Ven Realty Limited. Consequent to the transaction, Oberoi Realty holds 50% stake in the equity share capital and preference share capital (Series I) in I-Ven Realty Limited and 50% of the optionally convertible debentures in I-Ven Realty Limited.
On 25 March 2014, Oberoi Realty announced that it has been declared as the highest bidder at the auction of about 25 acres of land parcel owned by Tata Steel Limited and located on the Western Express Highway in Borivali (East), a western suburb in Mumbai. The company said that it is awaiting a detailed communication for the next steps in the process. The sale will be concluded after receipt of the requisite approvals.
On 8 May 2014, Oberoi Realty announced that The Ritz-Carlton will be the hospitality partner for its iconic mixed used development project at Worli, Mumbai, to be developed by Oasis Realty, a joint venture between Sahana and Oberoi Realty. This mixed-use development consists of two high-rise towers; The Ritz-Carlton, Mumbai and Residences-managed by The Ritz-Carlton.
On 12 January 2015, Oberoi Realty announced the launch of residential projects Eternia and Enigma, at Mulund, the central suburb of Mumbai. The projects are located on the arterial LBS Road in one of Mumbai's fastest growing suburb. Singapore-based architects, HB Design will design the developments.
The Preferential Allotment Committee of the Board of Directors of Oberoi Realty at its meeting held on 20 July 2015 approved the allotment of 1.1 crore Equity Shares to Aranda Investments (Mauritius) Pte Ltd, a deemed Foreign Portfolio Investor, at a price of Rs 295 per Equity Share aggregating to Rs 324.50 crore.
On 28 October 2015, Oberoi Realty announced the launch of its residential project 'Sky City' at Borivali, Mumbai. Spread across 25 acres of land, the project will consist of multiple towers of up to 60 storeys each.
On 15 September 2016, Oberoi Realty announced that in respect of Commerz II office space project, the company has till date entered into definitive agreements pursuant to which the cumulative carpet area leased now exceeds 25% of the total carpet area of the project.
During the financial year ended 31 March 2017, Oberoi Realty commenced sales of its prestigious mixed use development project at Worli - Three Sixty West.
In September 2017, Oberoi Realty was selected as a successful bidder, by GlaxoSmithKline Pharmaceuticals Limited, for the land admeasuring approximately 60 acres located at Thane, Maharashtra. The proposed purchase of land is subject to compliance with the term and conditions of the bid, including receipt of all statutory and regulatory approvals from the concerned authorities.
The Qualified Institutional Placement (QIP) committee of the company at its meeting held on 21 June 2018 approved the issue and allotment of 2.4 crore Equity Shares of face value Rs 10 each to eligible qualified institutional buyers at the issue price of Rs 500 per Equity Share against the floor price of Rs 509.29 per Equity Share, aggregating to Rs 1200 crore.
During FY 2019, projects like Esquire at Goregaon East, Mumbai, Prisma of JVLR, Mumbai and Oberoi International School at JVLR, Mumbai were delivered/ sold. The Company launched a new project Maxima at JVLR, Mumbai and achieved 100% occupancy in Commerz II, office space.
During the year 2020, Evenstar Hotels Private Limited was incorporated as wholly owned subsidiary of Company.
During the year 2021, Homexchange Limited was incorporated as a joint venture of Company.
During the year FY 2021-22, Company launched the 2nd Tower in Elysian Project at Oberoi Garden City, Goregaon (East), Mumbai. It further entered into two Agreements, one for a plot of land at Peddar Road and another at Kolshet, in Thane.
During the year 2022, Encase Realty Private Limited was incorporated on January 19th as a wholly owned subsidiary of Company.
During the year 2022, Perspective Realty Private Limited, which was an indirect wholly owned subsidiary, has become a direct wholly owned subsidiary of the Company.
Oberoi Realty Ltd
Chairman Speech
All our projects have continued to perform exceptionally well due to
the increased inclination towards home ownership and clear preference towards reputed and
financially stable brands.
Dear Shareholders,
With normalcy returning and the pandemic waning; it has been another
successful year for us at Oberoi Realty. The Prime Minister's proactive economic policies
have steered India to become a global economic force. The administration of more than 1
billion Covid vaccine doses was a milestone achievement that helped ease restrictions.
Historically low home loan rates, improved market sentiment and
instilled confidence in the home-buyers. Several steps taken by the Central and State
Governments assisted in a faster revival of the economy. The MCGM has also streamlined the
approval processes and contributed towards augmenting demand in the real-estate sector.
The real estate sector has witnessed a healthy increase in demand over
the last two years, and we clearly see the end-user consumption led momentum continuing.
The market share of reputed brands with strong executional capabilities like ours
increased due to a clear preference from the home-buyers. Our adaptability and agility is
evident in our designs that set trends and meet with the ever-changing consumer behaviour.
In the residential segment, our projects exemplify design concepts that
are specially created keeping in mind the new requirements of the home-buyer post the
pandemic. In spite of economic slowdowns, Oberoi Realty has been resilient to perform,
progress and prosper. We will continue to focus on customer centric designs, execution and
delivery thus meeting all our commitments to our customers. All our projects have
continued to perform exceptionally well due to the increased inclination towards home
ownership and clear preference towards reputed and financially stable brands.
In the commercial segment, we see that employees are coming back to
their desks at our International Business Park and there is renewed interest from
corporates to consolidate and expand their existing office spaces. Our upcoming asset,
Commerz 3 is on track for delivery and our commitment to our anchor tenant has only
strengthened over the last year.
With the pandemic easing out, the retail business has made a
commendable comeback and has bounced back much faster than what was anticipated. We have
seen a clear uptick in consumption and certain categories in the mall are trading higher
than pre-pandemic levels. The construction of the upcoming Sky City Mall is expected to be
completed this year. With its direct connectivity to the Metro, it is slated to be the
most remarkable retail destination in the city.
Our exciting lineup of upcoming projects in Borivali, Thane, and the
prospects of expansion beyond the MMR region give further impetus to the sustainability of
our business momentum. Our last two launches at Borivali and Goregaon were proof of the
brand loyalty that we have built, and we hope to repeat the success with new launches at
Thane, Oberoi Garden City and Sky City.
On the business development front, new land acquisitions in South
Mumbai and Thane place us in an extremely strong position in the market. Both of these are
very marquee land parcels that are centrally located, and with our design centric
approach, we are certain we will deliver world class developments.
As we continue on this assertive growth path, a commitment towards
sustainability has been one of the key considerations of the Company's business
strategies. While focusing on economic performances, we also give weightage to ensuring
safe operations, environmental conservation, and social wellbeing.
We acknowledge the critical role we play in preservation of the
environment surrounding our project sites. We have also focused efforts to incorporate
innovative, clean and efficient technologies in order to optimise energy and resource
efficiency within our project sites.
Our projects continue to win numerous accolades and appreciation for
our marketing strategy, sustainable practices, hospitality, management and overall brand
leadership. FY 2021-22 was led by the actual user demand as opposed to catering to
investor demand and this makes me bullish about our industry and our growth. While the
year ended on a strong note, FY 2022- 23 will have its own set of challenges and
opportunities. We remain focused on our business model and aim to create value for all our
stakeholders, employees, customers and the environment in the most judicious and
sustainable manner.
I thank all customers, stakeholders and partners for the continued
trust and support. Lastly, I thank every employee of Oberoi Realty for being an unshakable
pillar of strength and personifying relentless commitment to our core values.
Oberoi Realty Ltd
Company History
Oberoi Realty Ltd is a Mumbai based real estate development company. It is focused on premium developments in the residential, office space, retail, hospitality and social infrastructure projects. In the real estate space, Oberoi Realty is an established brand with an impeccable track record. Its primary aim is to build aspirational developments for its customers with distinctive designs, functional aesthetics and quality finishes that translate into landmark projects through its mixed-use and single-segment developments.
Oberoi Realty Ltd was incorporated on May 8, 1998 as a private limited company with the name Kingston Properties Pvt Ltd. In February 20, 2002, the company acquired the land at Goregaon, Mumbai from Ciba Specialty Chemicals (India) Ltd. Also, they acquired the land at Goregaon, Mumbai from Novartis India Ltd. In April 8, 2003, Oberoi Mall Pvt Ltd became a wholly owned subsidiary of the company.
In February 10, 2005, the company acquired the development rights at Andheri (West), Mumbai from Excel Industries Ltd and Shroff Family Charitable Trust for the development of property. In March 31, 2005, the company entered into Master Asset Purchase Agreement with Tulip Hospitality Services Ltd, Tulip Hotels Pvt Ltd, Dr. Ajit Kerkar and SRPL for acquisition of Hotel Tulip Star at Juhu, Mumbai from Tulip Hospitality Services Ltd.
In September 26, 2005, the company acquired a land at Mulund, Mumbai from GlaxoSmithKline Pharmaceuticals Ltd. In October 18, 2005, they acquired the land at Andheri (East), Mumbai from Madhu Fantasy Land Pvt Ltd and Avinash Bhosale. In December 21, 2006, Oberoi Constructions Pvt Ltd became a wholly owned subsidiary of the company.
In January 14, 2007, SSIII, a company owned by a real estate fund advised by US registered investment advisers which are wholly-owned subsidiaries of Morgan Stanley Inc, invested Rs 6,750 million in the company. SSIII subscribed to 279,777 equity shares and 783 preference shares for Rs 5,967 million and Rs 783 million respectively in the company.
In January 2, 2008, the company entered into Hotel Operating Services Agreement with Starwood Asia Pacific Hotels & Resort Pte Ltd for operating The Westin Mumbai - Garden City hotel at Goregaon (East), Mumbai.
In September 23, 2009, the company entered into a joint venture agreement with Skylark Build and Shree Vrunda Enterprises for the development of the free-sale component under slum rehabilitation scheme at Annie Besant Road, Worli, Mumbai.
In October 2009, the name of the company was changed from Kingston Properties Pvt Ltd to Oberoi Realty Pvt Ltd. In December 2009, the company was converted in to a public limited company and the name was changed to Oberoi Realty Ltd.
On 29 October 2010, Oberoi Realty launched an Office Space project 'Oberoi Prisma' situated at Jogeshwari-Vikroli Link Road, Andheri (East), Mumbai. The project is being developed by Oberoi Constructions Private Limited, a wholly owned subsidiary of the Company.
On 23 August 2011, Oberoi Realty announced that it has appointed Samsung C&T Corporation as its general contractor for the iconic high rise mixed use project in Worli, Mumbai, to be developed under Oasis Realty (a joint venture between Sahana and Oberoi Realty). Samsung CET Corporation, one of the finest construction and engineering companies, has constructed many of the world's tallest landmark building projects Like the Burj Khalifa in UAE and the Petronas Tower in Malaysia. The proposed high rise mixed use development at Worli, Mumbai has three phases comprising of a residential tower, commercial office space and a luxury hotel. The project is scheduled to be completed phase-wise over a period of 53 months.
On 29 September 2011, Oberoi Realty announced that the company has purchased 5 lakh equity shares of Rs 10 each fully paid up and 3.62 lakh 1% Non-cumulative Non-Convertible Preference Shares - Series I of Rs 10 each fully paid up of I-Ven Realty Limited from India Advantage Fund I, acting through its Investment Manager ICICI Venture Funds Management Company Limited. Further, Oberoi Realty Limited has also invested in optionally convertible debentures issued by I-Ven Realty Limited. Consequent to the transaction, Oberoi Realty holds 50% stake in the equity share capital and preference share capital (Series I) in I-Ven Realty Limited and 50% of the optionally convertible debentures in I-Ven Realty Limited.
On 25 March 2014, Oberoi Realty announced that it has been declared as the highest bidder at the auction of about 25 acres of land parcel owned by Tata Steel Limited and located on the Western Express Highway in Borivali (East), a western suburb in Mumbai. The company said that it is awaiting a detailed communication for the next steps in the process. The sale will be concluded after receipt of the requisite approvals.
On 8 May 2014, Oberoi Realty announced that The Ritz-Carlton will be the hospitality partner for its iconic mixed used development project at Worli, Mumbai, to be developed by Oasis Realty, a joint venture between Sahana and Oberoi Realty. This mixed-use development consists of two high-rise towers; The Ritz-Carlton, Mumbai and Residences-managed by The Ritz-Carlton.
On 12 January 2015, Oberoi Realty announced the launch of residential projects Eternia and Enigma, at Mulund, the central suburb of Mumbai. The projects are located on the arterial LBS Road in one of Mumbai's fastest growing suburb. Singapore-based architects, HB Design will design the developments.
The Preferential Allotment Committee of the Board of Directors of Oberoi Realty at its meeting held on 20 July 2015 approved the allotment of 1.1 crore Equity Shares to Aranda Investments (Mauritius) Pte Ltd, a deemed Foreign Portfolio Investor, at a price of Rs 295 per Equity Share aggregating to Rs 324.50 crore.
On 28 October 2015, Oberoi Realty announced the launch of its residential project 'Sky City' at Borivali, Mumbai. Spread across 25 acres of land, the project will consist of multiple towers of up to 60 storeys each.
On 15 September 2016, Oberoi Realty announced that in respect of Commerz II office space project, the company has till date entered into definitive agreements pursuant to which the cumulative carpet area leased now exceeds 25% of the total carpet area of the project.
During the financial year ended 31 March 2017, Oberoi Realty commenced sales of its prestigious mixed use development project at Worli - Three Sixty West.
In September 2017, Oberoi Realty was selected as a successful bidder, by GlaxoSmithKline Pharmaceuticals Limited, for the land admeasuring approximately 60 acres located at Thane, Maharashtra. The proposed purchase of land is subject to compliance with the term and conditions of the bid, including receipt of all statutory and regulatory approvals from the concerned authorities.
The Qualified Institutional Placement (QIP) committee of the company at its meeting held on 21 June 2018 approved the issue and allotment of 2.4 crore Equity Shares of face value Rs 10 each to eligible qualified institutional buyers at the issue price of Rs 500 per Equity Share against the floor price of Rs 509.29 per Equity Share, aggregating to Rs 1200 crore.
During FY 2019, projects like Esquire at Goregaon East, Mumbai, Prisma of JVLR, Mumbai and Oberoi International School at JVLR, Mumbai were delivered/ sold. The Company launched a new project Maxima at JVLR, Mumbai and achieved 100% occupancy in Commerz II, office space.
During the year 2020, Evenstar Hotels Private Limited was incorporated as wholly owned subsidiary of Company.
During the year 2021, Homexchange Limited was incorporated as a joint venture of Company.
During the year FY 2021-22, Company launched the 2nd Tower in Elysian Project at Oberoi Garden City, Goregaon (East), Mumbai. It further entered into two Agreements, one for a plot of land at Peddar Road and another at Kolshet, in Thane.
During the year 2022, Encase Realty Private Limited was incorporated on January 19th as a wholly owned subsidiary of Company.
During the year 2022, Perspective Realty Private Limited, which was an indirect wholly owned subsidiary, has become a direct wholly owned subsidiary of the Company.
Oberoi Realty Ltd
Directors Reports
To
The Members,
Oberoi Realty Limited
Your Directors have pleasure in presenting the 24th Annual
Report of the Company on the business and operations of the Company, together with the
Audited Financial Statements for the year ended March 31, 2022.
Financial Results
The Company's performance during the financial year ended March 31,2022
as compared to the previous financial year is summarized below:
(Rs. in Lakh)
| Particulars |
CONSOLIDATED |
STANDALONE |
|
2021-22 |
2020-21 |
2021-22 |
2020-21 |
| Revenue from operations |
2,69,397.04 |
2,05,257.95 |
1,01,247.76 |
84,967.39 |
| Other income |
5,845.09 |
3,800.70 |
6,233.30 |
5,148.73 |
| Total revenue |
2,75,242.13 |
2,09,058.65 |
1,07,481.06 |
90,116.12 |
| Expenses |
1,63,844.65 |
1,16,941.12 |
57,631.36 |
39,264.84 |
| Profit before share of profit of joint venture (net) |
1,11,397.48 |
92,117.53 |
49,849.70 |
50,851.28 |
| Share of Profit/(Loss) of joint ventures (net) |
23,960.23 |
324.95 |
- |
- |
| Profit before tax |
1,35,357.71 |
92,442.48 |
49,849.70 |
50,851.28 |
| Tax expenses |
30,647.88 |
18,513.30 |
11,662.59 |
9,189.74 |
| Other comprehensive income (net of tax) |
76.85 |
225.04 |
55.71 |
166.49 |
| Total comprehensive income for the year |
1,04,786.68 |
74,154.22 |
38,242.82 |
41,828.03 |
NATURE OF BUSINESS
The Company is primarily engaged in the activities of Real Estate
Development. The Company develops residential, commercial, retail and social
infrastructure projects. There was no change in nature of the business of the Company,
during the year under review.
FINANCIAL PERFORMANCE Consolidated Financials
During the year under review, your Company's consolidated total revenue
stood at ' 2,75,242.13 Lakh as compared to ' 2,09,058.65 lakh for the previous year,
representing an increase of 31.66%; profit before tax stood at ' 1,35,357.71 Lakh for the
year under review as compared to ' 92,442.48 Lakh for the previous year representing an
increase of 46.42%; and the total comprehensive income stood at ' 1,04,786.68 Lakh as
compared to ' 74,154.22 Lakh for the previous year representing an increase of 41.31%.
Standalone Financials
During the year under review, the total revenue stood at ' 1,07,481.06
Lakh as compared to ' 90,116.12 Lakh for the previous year representing an increase of
19.27 %; profit before tax stood at ' 49,849.70 Lakh for the year under review as compared
to ' 50,851.28 Lakh for the previous year representing a decrease of 1.97 %; and the total
comprehensive income stood at ' 38,242.82 Lakh as compared to ' 41,828.03 Lakh for the
previous year representing a decrease of 8.57 %.
REPORT ON PERFORMANCE AND FINANCIAL POSITION OF SUBSIDIARIES,
ASSOCIATES AND JOINT VENTURE COMPANIES
The performance and financial position of each of the subsidiaries,
associates and joint venture companies for the year ended March 31, 2022 is attached to
the financial statements hereto.
During the year under review Encase Realty Private Limited was
incorporated on January 19, 2022, as a wholly owned subsidiary of Company. During the year
under review, Perspective Realty Private Limited, which until last year was an indirect
wholly owned subsidiary, has become a direct wholly owned subsidiary of the Company. Save
and except the same, no company has become or ceased as a subsidiary, associate, or joint
venture of your Company during the year under review.
TRANSFER TO RESERVES
It is not proposed to transfer any amount to reserves out of the
profits earned during FY 2021-22.
DIVIDEND
Taking into consideration the stable performance of your Company and in
recognition of the trust in the management by the members of the Company, the Directors
are pleased to recommend a dividend at the rate of '3 per equity share, i.e. 30% of the
paid up Equity Share Capital for the year ended March 31, 2022 (previous year: Nil).
DEPOSITS
During the year under review, your Company neither accepted any
deposits nor there were any amounts outstanding at the beginning of the year which were
classified as 'Deposits' in terms of Section 73 of the Companies Act, 2013 read with the
Companies (Acceptance of Deposit) Rules, 2014 and hence, the requirement for furnishing of
details of deposits which are not in compliance with the Chapter V of the Companies Act,
2013 is not applicable.
DISCLOSURES UNDER SECTION 134(3)(L) OF THE COMPANIES ACT, 2013
Except as disclosed elsewhere in this report, no material changes and
commitments which could affect the Company's financial position, have occurred between the
end of the financial year of the Company and date of this report.
INTERNAL FINANCIAL CONTROLS
The Internal Financial Controls with reference to financial statements
as designed and implemented by the Company are adequate. During the year under review, no
material or serious observation has been received from the Statutory Auditors and the
Internal Auditors of the Company on the inefficiency or inadequacy of such controls.
INTERNAL CONTROL SYSTEMS
Adequate internal control systems commensurate with the nature of the
Company's business, size and complexity of its operations are in place and have been
operating satisfactorily. Internal control systems comprising of policies and procedures
are designed to ensure reliability of financial reporting, timely feedback on achievement
of operational and strategic goals, compliance with policies, procedure, applicable laws
and regulations. Internal control systems are designed to ensure that all assets and
resources are acquired economically, used efficiently and adequately protected.
DISCLOSURE OF ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNAL
No significant and material orders have been passed by any Regulator or
Court or Tribunal which can have impact on the going concern status and the Company's
operations in future.
There are no proceedings initiated/pending against the Company under
the Insolvency and Bankruptcy Code, 2016.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
All the transactions/contracts/arrangements of the nature as specified
in Section 188(1) of the Companies Act, 2013 entered by the Company during the year under
review with related party(ies) are in ordinary course of business and on arm's length.
Further none of such transactions/contracts/ arrangements are material (i.e., satisfying
the criteria provided in first proviso of section 188(1) of the Companies Act, 2013) in
nature. Hence, no particulars in form AOC-2 are furnished.
Kindly refer the financial statements for the transactions with related
parties entered during the year under review.
PARTICULARS OF LOANS, GUARANTEES, INVESTMENTS UNDER SECTION 186
Kindly refer the financial statements for the loans, guarantees and
investments given/made by the Company as on March 31, 2022.
NON-CONVERTIBLE DEBENTURES
During the year under review, an aggregate amount of ' 1,00,000 Lakh
was raised by way of issue of listed, secured, rated, redeemable, non-convertible
debentures on private placement basis. The entire Issue proceeds were utilised towards the
objects of the Issue during the year under review. Kindly refer the report on Corporate
Governance for the utilization of the said proceeds.
Also, from the ' 69,800 Lakh of listed, secured, rated, redeemable,
non-convertible debentures (NCDs) issued on private placement basis in FY 2020-21, the
balance NCDs of ' 42,000 Lakh were repaid during the year under review. Accordingly, all
of the said NCDs stands redeemed during FY 2021-22.
Axis Trustee Services Limited is the debenture trustee for the
nonconvertible debentures issued by the Company. Their contacts details are as under:
| Axis Trustee Services Limited |
| The Ruby, 2nd Floor, SW, |
| 29, Senapati Bapat Marg, |
| Dadar West, Mumbai- 400 028, |
| Telephone No.: +91 22 6230 0451 |
| Mail: debenturetrustee@axistrustee.in |
| Website: https://www.axistrustee.in/ |
DISCLOSURE RELATING TO EQUITY SHARES WITH DIFFERENTIAL RIGHTS
The Company has not issued any equity shares with differential rights
during the year under review and hence no information as per provisions of Rule 4(4) of
the Companies (Share Capital and Debenture) Rules, 2014 is furnished.
DISCLOSURE RELATING TO SWEAT EQUITY SHARES
The Company has not issued any sweat equity shares during the year
under review and hence no information as per provisions of Rule 8(13) of the Companies
(Share Capital and Debenture) Rules, 2014 is furnished.
DISCLOSURE RELATING TO EMPLOYEE STOCK OPTION SCHEME AND EMPLOYEE STOCK
PURCHASE SCHEME
During the year under review there were no instances of grant, vest,
exercise, or lapse/ cancellation of employee stock option scheme under the Employee Stock
Option Scheme of the Company. Also, as at the beginning of the year, there were no
outstanding options granted. Hence, no disclosures in terms of Companies (Share Capital
and Debenture) Rules, 2014 and SEBI (Employee Share Based Employee Benefits) Regulations,
2014 are required.
DISCLOSURES IN RESPECT OF VOTING RIGHTS NOT DIRECTLY EXERCISED BY
EMPLOYEES
There are no shares held by trustees for the benefit of employees and
hence no disclosure under Rule 16(4) of the Companies (Share Capital and Debentures)
Rules, 2014 has been furnished.
MATTERS RELATED TO DIRECTORS AND KEY MANAGERIAL PERSONNEL
Board of Directors and Key Managerial Personnel
There was no change in the composition of Board of Directors and the
Key Managerial Personnel during the year under review.
Mr. Saumil Daru is liable to retire by rotation at the 24th
Annual General Meeting in terms of Section 152 read with Section 149(13) of the Companies
Act, 2013, and the said Director has offered himself for reappointment. The resolution for
his reappointment is incorporated in the Notice of the ensuing Annual General Meeting, and
the brief profile and other information as required under Regulation 36(3) of SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing
Regulations") relating to him forms part of the Notice of ensuing Annual General
Meeting.
Independent Directors
Pursuant to the provisions of sub-section (7) of Section 149 of the
Companies Act, 2013, the Company has received individual declarations from all the
Independent Directors confirming that they fulfill the criteria of independence as
specified in Section 149(6) of the Companies Act, 2013.
All those Independent Directors who are required to undertake the
online proficiency self-assessment test as contemplated under Rule 6(4) of the Companies
(Appointment and Qualification of Directors) Rules, 2014, have passed such test.
DISCLOSURES RELATED TO BOARD, COMMITTEES AND POLICIES
Board Meetings
The Board of Directors met 6 times during the financial year ended
March 31, 2022 in accordance with the provisions of the Companies Act, 2013 and rules made
there under. All the Directors actively participated in the meetings and provided their
valuable inputs on the matters brought before the Board of Directors from time to time.
Additionally, on March 10, 2022, the Independent Directors held a separate meeting in
compliance with the requirements of Schedule IV of the Companies Act, 2013 and the
provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
Director's Responsibility Statement
In terms of Section 134(5) of the Companies Act, 2013, in relation to
the audited financial statements of the Company for the year ended March 31, 2022, the
Board of Directors hereby confirms that:
(a) in the preparation of the annual accounts, the applicable
accounting standards had been followed along with proper explanations relating to material
departures, wherever applicable;
(b) such accounting policies have been selected and applied
consistently and the Directors made judgements and estimates that are reasonable and
prudent so as to give a true and fair view of the state of affairs of the Company as at
March 31, 2022 and of the profits of the Company for the year ended on that date;
(c) proper and sufficient care was taken for the maintenance of
adequate accounting records in accordance with the provisions of the Companies Act, 2013
for safeguarding the assets of the Company and for preventing and detecting fraud and
other irregularities;
(d) the annual accounts of the Company have been prepared on a
going concern basis;
(e) internal financial controls have been laid down to be followed
by the Company and that such internal financial controls are adequate and were operating
effectively;
(f) proper systems have been devised to ensure compliance with the
provisions of all applicable laws and that such systems were adequate and operating
effectively.
Nomination and Remuneration Committee
A Nomination and Remuneration Committee is in existence in accordance
with the provisions of sub-section (1) of Section 178 of the Companies Act, 2013. Kindly
refer section on Corporate Governance, under head 'Nomination, Remuneration, Compensation
and Management Development Committee' for matters relating to constitution, meetings,
functions of the Committee; and the remuneration policy formulated by this Committee.
Audit Committee
An Audit Committee is in existence in accordance with the provisions of
Section 177 of the Companies Act, 2013. Kindly refer section on Corporate Governance,
under head 'Audit Committee' for matters relating to constitution, meetings and functions
of this Committee.
Corporate Social Responsibility Committee
As per the provisions of Section 1 35 of the Companies Act, 2013, a
Corporate Social Responsibility (CSR) Committee constituted by the Board of Directors
exists.
For details of the composition of the Committee, the CSR policy and
other relevant details that are required to be disclosed under the provisions of Section
134(3)(o) of the Companies Act, 2013 and the Companies (Corporate Social Responsibility
Policy) Rules, 2014, kindly refer Annexure I attached herewith and which forms part of
this report.
NCD Committee
To undertake necessary activities in connection with the nonconvertible
debentures issued by the Company, a NCD Committee of the Board of Directors, comprising of
Mr. Vikas Oberoi, Ms. Bindu Oberoi and Mr. Saumil Daru is in existence. During FY 2021-22,
the Committee met 3 times on June 15, 2021, September 9, 2021, December 10, 2021, which
were attended by Mr. Vikas Oberoi and Mr. Saumil Daru.
Other Board Committees
For details of other board committees, kindly refer the section on
Corporate Governance.
Vigil Mechanism for the Directors and Employees
In compliance with the provisions of Section 177(9) of the Companies
Act, 2013, the Board of Directors of the Company has framed the "Whistle Blower
Policy" as the vigil mechanism for Directors and employees of the Company.
The Whistle Blower Policy is disclosed on the website of Company at
https://www.oberoirealty.com/pdf/Whistle Blower Policy. pdf
Fraud Reporting
During the year under review, no instances of fraud were reported by
the Auditors of the Company.
Risk Management Policy
The Board of Directors of the Company has put in place a Risk
Management Policy which aims at enhancing shareholders' value and providing an optimum
risk-reward tradeoff. The risk management approach is based on a clear understanding of
the variety of risks that the organization faces, disciplined risk monitoring and
measurement and continuous risk assessment and mitigation measures.
Annual Evaluation of Directors, Committee and Board
The Nomination and Remuneration Committee of the Board has formulated a
Performance Evaluation Framework, under which the Committee has identified criteria upon
which every Director, every Committee, and the Board as a whole shall be evaluated. During
the year under review the evaluation of every Director, every Committee, and the Board had
been carried out.
Particulars of Employees and Remuneration
Disclosures with respect to the remuneration of Directors and employees
as required under Section 197 of the Companies Act and Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 has been provided in
Annexure II attached herewith and forms part of this report. The information required
pursuant to Section 197 of the Companies Act read with Rule 5(2) & (3) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of
employees of the Company is provided in a separate exhibit which is available on the
website of the Company at
https://www.oberoirealtv.com/real-estate-investment/inve