Your Directors have pleasure in presenting the 25th 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, 2023.
Financial Results
The Company's performance during the financial year ended March 31, 2023 as compared to the previous financial year is summarized below:
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(' in Lakh)
|
|
Particulars
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CONSOLIDATED
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STANDALONE
|
|
2022-23
|
2021-22
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2022-23
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2021-22
|
|
Revenue from operations Other income Total revenue Expenses
Profit before share of profit of joint venture (net) Share of Profit/(Loss) of joint ventures (net)
Profit before tax Tax expenses
Other comprehensive income (net of tax)
Total comprehensive income for the year
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4,19,258.18
|
2,69,397.04
|
1,42,007.23
|
1,01,247.76
|
|
10,062.18
|
5,845.09
|
20,960.68
|
6,233.30
|
|
4,29,320.36
|
2,75,242.13
|
1,62,967.91
|
1,07,481.06
|
|
2,28,972.85
|
1,63,844.65
|
73,854.27
|
57,631.36
|
|
2,00,347.51
|
1,11,397.48
|
89,113.64
|
49,849.70
|
|
22,040.57
|
23,960.23
|
-
|
-
|
|
2,22,388.08
|
1,35,357.71
|
89,113.64
|
49,849.70
|
|
31,933.37
|
30,647.88
|
18,778.60
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11,662.59
|
|
(61.66)
|
76.85
|
(39.84)
|
55.71
|
|
1,90,393.05
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1,04,786.68
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70,295.20
|
38,242.82
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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 PERFORMANCEConsolidated Financials
During the year under review, your Company's consolidated total revenue stood at ' 4,29,320.36 lakh as compared to ' 2,75,242.13 lakh for the previous year, representing an increase of 55.98%; profit before tax stood at ' 2,22,388.08 lakh for the year under review as compared to ' 1,35,357.71 lakh for the previous year representing an increase of 64.30%; and the total comprehensive income stood at ' 1,90,393.05 lakh as compared to ' 1,04,786.68 lakh for the previous year representing an increase of 81.70%.
Standalone Financials
During the year under review, the total revenue stood at ' 1,62,967.91 lakh as compared to ' 1,07,481.06 lakh for the previous year representing an increase of 51.62%; profit before tax stood at ' 89,1 13.64 lakh for the year under review as compared to ' 49,849.70 lakh for the previous year representing an increase of 78.76%; and the total comprehensive income stood at ' 70,295.20 lakh as compared to ' 38,242.82 lakh for the previous year representing an increase of 83.81%.
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, 2023 is attached to the financial statements hereto.
No Company has become or ceased as subsidiary, associate & JV during year under review.
Also, during the year under review, Oberoi Constructions Limited (a material unlisted subsidiary of your Company) retired as a member and constituent of Oasis Realty (an unincorporated association of person) w.e.f. March 3, 2023.
CORPORATE RESTRUCTURING
During the year under review, the Board of Directors of your Company at its meeting held on August 9, 2022 approved the Scheme of Amalgamation of four wholly owned subsidiaries viz. Oberoi Constructions Limited, Oberoi Mall Limited, Evenstar Hotels Private Limited, and Incline Realty Private Limited with Oberoi Realty Limited and their respective shareholders pursuant to provision of Section 230 to 232 and other applicable provisions of Companies Act, 2013 and subject to requisite approvals and sanctions, including sanction of the Hon'ble National Company Law Tribunal, Mumbai Bench.
The Appointed Date for the amalgamation under the scheme is April 1, 2022.
The Company Scheme Petition is placed before the Hon'ble NCLT for final hearing.
TRANSFER TO RESERVES
It is not proposed to transfer any amount to reserves out of the profits earned during FY 2022-23.
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 for the year ended March 31, 2023 at the rate of ' 4 per equity share, i.e. 40% on the equity share of the Company of face value of ' 10 each, fully paid up (previous year: ' 3 (30%)).
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.
DISCLOSURE 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.
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, 2023.
NON-CONVERTIBLE DEBENTURES
In FY 2021-22 your Company raised an aggregate amount of ' 1,00,000 lakh by way of issue of listed, secured, rated, redeemable, non-convertible debentures on private placement basis, and the entire Issue proceeds were utilized towards the objects of the Issue that in FY 2021-22 year itself.
Axis Trustee Services Limited is the debenture trustee for the above non-convertible 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: debeturetrustee@axistrustee.in Website: 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 disclosure in terms of Companies (Share Capital and Debenture) Rules, 2014 and SEBI (Employee Share Based Employee Benefits) Regulations, 2014 are required.
DISCLOSURE 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 PERSONNELBoard 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. Vikas Oberoi is liable to retire by rotation at the 25th Annual General Meeting in terms of Section 152 read with Section 149(13) of the Companies Act, 2013, and 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 form 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.
DISCLOSURE RELATED TO BOARD, COMMITTEES AND POLICIESBoard Meetings
The Board of Directors met 8 times during the financial year ended March 31, 2023 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 25, 2023, 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, 2023, 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, 2023 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, NCD Committee of the Board of Directors, comprising of Mr. Vikas Oberoi, Ms. Bindu Oberoi and Mr. Saumil Daru is in existence. No meeting of the said Committee was required to be held in FY 2022-23.
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 has been carried out.
Particulars of Employees and Remuneration
Disclosure 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/investors#!notices and is so available for inspection by the Members up to the date of the ensuing Annual General Meeting.
Payment of remuneration/commission to Executive Directors from holding or subsidiary companies
None of the Managing Director, and the Whole Time Director of the Company are in receipt of remuneration/commission from any subsidiary company of the Company. The Company has no holding company.
AUDITORS AND THEIR REPORTS
The matters related to Auditors and their Reports are as under:
Observation of statutory auditors on financial statements for the year ended March 31, 2023
The auditors report does not contain any qualification, reservation or adverse remark or disclaimer or modified opinion.
Secretarial Audit report for the year ended March 31, 2023
As required under provisions of Section 204 of the Companies Act, 2013 and pursuant to Regulation 24A of Listing Regulations, the reports in respect of the Secretarial Audit for FY 2022-23 carried out by M/s. Rathi and Associates, Company Secretaries, in Form MR-3 forms part to this report. Also, the Secretarial Audit Reports for FY 2022-23 in Form MR-3 in respect of Oberoi Constructions Limited, and Incline Realty Private Limited, the material unlisted subsidiaries of your Company, forms part of this report. The said reports do not contain any adverse observation or qualification or modified opinion.
Statutory Auditor's appointment
The members of the Company at the last (i.e. 24th) Annual General Meeting held on July 15, 2022 reappointed S R B C & Co LLP, Chartered Accountant (Firm registration No. 324982E/ E300003) as the Statutory Auditors of the Company to hold office for the second term of 5 consecutive years i.e. from the conclusion of the 24th Annual General Meeting till the conclusion of the 29th Annual General Meeting to be held in the year 2027.
Cost Auditors
In respect of FY 2022-23, your Company is required to maintain cost records as specified by the Central Government under Section 148(1) of the Companies Act, 2013 for the Construction industry, and accordingly such accounts and records are made and maintained by your Company.
The said cost accounts and records are also required to be audited pursuant to the provisions of Section 148 of the Companies Act, 2013, read with notifications/circulars issued by the Ministry of Corporate Affairs from time to time, and accordingly as per the recommendation of the Audit Committee, the Board of Directors at its meeting held on May 26, 2022, appointed M/s. Kishore Bhatia & Associates, Cost Accountants, as the Cost Auditors of the Company for FY 2022-23.
In respect of FY 2023-24, the Board based on the recommendation of the Audit Committee has approved the appointment of M/s. Kishore Bhatia & Associates, Cost Accountants, as the cost auditors of the Company. A resolution for ratification of the remuneration to be paid for such appointment is included in the notice of the ensuing Annual General Meeting.
OTHER DISCLOSURES
Other disclosure as per provisions of Section 1 34 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014 are furnished as under:
Annual Return
Pursuant to the provisions of Section 134(3)(a) of the Companies Act, 2013, the Annual Return for the financial year ended March 31, 2023 is available on the website of the Company at https://www.oberoirealty.com, under the section 'Investor Corner', 'Notices/Others'.
Conservation of energy, technology absorption and foreign exchange earnings and outgo.
The particulars as required under the provisions of Section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 in respect of conservation of energy and technology absorption have not been furnished considering the nature of activities undertaken by the Company during the year under review.
The details of foreign exchange earnings and outgo during the year under review is as under:
Value of Imports (on C. I. F. Basis)
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(' in Lakh)
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Particulars
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2022-23 2021-22
|
|
Materials
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63.59 14.65
|
|
Capital Goods
|
38.80 5.15
|
|
Expenditure in Foreign currency (on payment basis)
(' in Lakh)
|
|
Particulars
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2022-23 2021-22
|
|
Foreign Travel
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10.44 -
|
|
Professional Fees
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308.70 550.98
|
|
Others
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1,693.60 729.57
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|
Earnings in Foreign currency (on receipts basis)
(' in Lakh)
|
|
Particulars
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2022-23 2021-22
|
|
Sale of residential units
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- -
|
|
Hospitality services
|
4,957.65 584.13
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Compliance with Secretarial Standards
The Company is in compliance with the mandatory Secretarial Standards.
Unclaimed and Unpaid Dividends, and transfer of shares to IEPF
Kindly refer section on Corporate Governance, under head 'Unclaimed and Unpaid Dividends, and transfer to Shares of IEPF' for the amounts of unclaimed and unpaid dividends lying with the Company.
Members who have not yet received/claimed their dividend entitlements are requested to contact the Company or the Registrar and Transfer Agent of the Company.
Pursuant to Section 124 of the Companies Act, 2013 read with the Investor Education Protection Fund Authority (Accounting,
Audit, Transfer and Refund) Rules, 2016 ("Rules"), all dividends remaining unpaid or unclaimed for a period of 7 years and also the shares in respect of which the dividend has not been claimed by the shareholders for 7 consecutive years or more are required to be transferred to Investor Education Protection Fund (IEPF) in accordance with the procedure prescribed in the Rules. Accordingly, during FY 2022-23, the Company has transferred to IEPF the unclaimed and unpaid dividend pertaining to FY 2014-15 of ' 53,926. Further, during FY 2022-23, 116 shares were transferred to IEPF authority as dividend in respect of those shares had not been claimed by the shareholders for 7 consecutive years. Also during FY 2023-24, the Company has transferred to IEPF the unclaimed and unpaid dividend pertaining to FY 2015-16 of ' 42,314 and also 111 shares in respect of which shares the dividend had not been claimed by the shareholders for 7 consecutive years. The details of the dividend amount and shares so transferred are available on the website of Company.
Members can claim from IEPF Authority their dividend entitlements and/or shares transferred to IEPF by following the required procedure.
Service of documents through electronic means
Subject to the applicable provisions of the Companies Act, 2013, and applicable law, all documents, including the Notice and Annual Report shall be sent through electronic transmission in respect of members whose email IDs are registered in their demat account or are otherwise provided by the members. A member shall be entitled to request for physical copy of any such documents.
Internal Complaint Committee
The Company has complied with the provisions relating to the constitution of Internal Complaint Committee ("ICC'') as required under The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 [14 of 2013].
The Company is strongly opposed to sexual harassment and employees are made aware about the consequences of such acts and about the constitution of ICC.
Neither were any complaints filed during FY 2022-23 under the provisions of the said Act, nor were any complaints outstanding as at the beginning and end of the year under review.
Corporate Governance
The report on Corporate Governance and also the report of the Statutory Auditors regarding compliance with the conditions of Corporate Governance have been furnished in the Annual Report and forms a part of the Annual Report.
Management Discussion and Analysis Report
The Management Discussion and Analysis report has been separately furnished in the Annual Report and forms a part of the Annual Report.
Business Responsibility and Sustainability Reporting
In compliance with the Regulation 34(2)(f) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
read with SEBI circulars issued from time to time, the Business Responsibility and Sustainability Reporting for the financial year ended March 31, 2023 has been separately furnished in the Annual Report and forms a part of the Annual Report.
Dividend Distribution Policy
In compliance with the Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015,the Dividend Distribution Policy formulated by the Company is available on the website of the Company https://www. oberoirealty.com/pdf/Dividend-Distribution-Policv.pdf
ACKNOWLEDGEMENTS AND APPRECIATION:
Your Directors take this opportunity to thank the employees, customers, suppliers, bankers, business partners/associates, financial institutions and various regulatory authorities for their consistent support/encouragement to the Company.
Your Directors would also like to thank the Members for reposing their confidence and faith in the Company and its Management.
For and on behalf of the Board of DirectorsVikas Oberoi
Chairman & Managing Director DIN: 00011701
Date: May 16, 2023 Place: Mumbai
Registered Office
Oberoi Realty Limited
Commerz, 3rd Floor, International Business Park,
Oberoi Garden City, Off Western Express Highway,
Goregaon (East), Mumbai 400 063 CIN: L45200MH1998PLC114818 Telephone No.: 91 22 6677 3333 Mail: cs@oberoirealty.com Website: www.oberoirealty.com
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