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Indiabulls Real Estate

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Directors Report Year End : Mar '18    Mar 17

DIRECTORS'' REPORT

Dear Members,

The Directors have pleasure in presenting the Twelfth Annual Report together with the audited financial statements of accounts of the Company for the financial year ended March 31, 2018.

Financial Highlights

The highlights of the consolidated financial results of the Company for the financial year ended March 31, 2018, are as under:

Amount (Rs. in Lakhs)

Particulars

Year ended March 31, 2018

Year ended March 31, 2017

Profit before Depreciation / Amortisation

235,083.98

60,851.89

Less: Depreciation / Amortisation

9,650.79

7,143.09

Profit before Tax

225,433.18

53,708.80

Less: Provision for Tax

26,929.19

18,261.51

Profit after Tax before share of Profit / (Loss) from associates and Non-controlling interest

198,503.99

35,447.29

Share of Profit / (Loss) from associates

(484.30)

220.07

Non-controlling interest

(3,495.60)

(4,021.77)

Net Profit for the year

201,515.29

39,689.13

The highlights of the standalone financial results of the Company for the financial year ended March 31, 2018, are as under:

Amount (Rs. in Lakhs)

Particulars

Year ended March 31, 2018

Year ended March 31, 2017

Profit before Depreciation / Amortisation

(1518.65)

1,825.40

Less: Depreciation / Amortisation

97.56

134.45

Profit before Tax

(1616.21)

1,690.95

Less: Provision for Tax

359.14

(44.12)

Profit after Tax

(1975.35)

1,735.07

REVIEW OF OPERATIONS & BUSINESS UPDATE:

Key Financial Highlights (consolidated):

- Increase of around 165% in EBITDA -

Total EBITDA in FY ''18 increased to Rs 3,095.07 crores as against the EBITDA of Rs 1,169.3 crores in FY ''17.

- Increase of around 320% in PBT -

Total Profit Before Tax (PBT) in FY ''18 increased to Rs 2,254.3 crores as against the PBT of Rs 537.1 crores in FY ''17.

- Increase of around 408% in PAT after minority interest -

Total Profit After Tax and minority interest (PAT) in FY ''18 increased to Rs 2,015.15 crores as against the PAT of Rs 396.9 crores in FY ''17

- Increase of around 390% in EPS -

Earnings per share (EPS) in FY ''18 increased to Rs 42.46 as against the EPS of Rs 8.66 in FY ''17.

CREDIT RATING:

The Company has maintained its long term credit rating of ''AA-'', amongst the highest rated listed companies in the Indian real estate industry peer group. The Company has also retained ''A1 '' rating for its short-term debt, which is the highest rating that can be assigned for short-term debt. The ratings are the manifestation of the Company''s strong fundamentals, low gearing and execution track record and mirror its long term growth prospects.

BUSINESS OVERVIEW (Consolidated)

India bulls Real Estate is one of the largest real estate companies in India with a well-diversified presence in both commercial and residential real estate development and has projects across the price spectrum, from mid-income, premium to the super luxury space. Geographically, the Company''s strategic focus is in key markets of Mumbai Metropolitan Region (MMR) and National Capital Region (NCR). In addition, all our projects benefit from neighbouring infrastructure developments like the Mumbai Metros, Dwarka Expressway, Trans-harbour sea link, Navi Mumbai International Airport, etc.

Development Portfolio - Gross Development Value of Rs. 30,130 cr

- 14 on-going projects with total saleable area of 28.5 million sqft.

- Project execution to generate a Net Surplus of Rs. 17,191 cr

Project

Location

Net Surplus (Rs. in Cr)

Blu Estate & Club, Worli

Mumbai

4,314

India bulls Greens, Panvel

Mumbai

1,798

India bulls Golf City, Savroli

Mumbai

1,966

Centrum Park, Gurgaon

NCR

285

Enigma, Gurgaon

NCR

237

One India bulls, Gurgaon

NCR

2,408

India bulls City, Sonepat

NCR

134

One India bulls, Vadodara

Vadodara

70

India bulls One 09

Gurgaon

534

Mega Mall, Jodhpur

Jodhpur

234

India bulls Seirra, Vizag

Vizag

11

One India bulls Thane

Mumbai

1,093

Hanover Bond, Mayfair

London

3,806

Worli Commercial

Mumbai

301

Total

17,191

Office Rental Portfolio

- Strong tenant relationships with 200 marquee tenants consisting of top-tier corporates from diverse sectors like financial services, consulting, legal, education, pharma, telecom, media, etc.

- 6 on-going development projects of 3.29 million sqft to substantially grow the Annuity Revenue.

Property

Leasable Area (Mn. sqft)

Annualised Annuity Revenue

in FY 21-22 (Rs. in Cr)**

Sector 18, Udyog Vihar, Gurgaon

0.25

34

Phase IV, Udyog Vihar, Gurgaon

0.25

34

Sector 18, Udyog Vihar, Gurgaon

0.50

67

India bulls Mint, Gurgaon

0.40

42

Sector 106, Gurgaon

1.16

123

Commercial Development at Blu, Worli, Mumbai

0.73

266

One India bulls Park, Chennai1

1.90

95

Total

5.19

661

- The Company has divested the non-core asset on 6th July 2018.

** Annualized Annuity Revenue on the basis of 95% occupancy. Our completed properties have 95% occupancy as

on date.

JV Portfolio with Blackstone

- Your Company has entered into Joint Venture with Blackstone Group L.P., globally renowned real estate private equity investor, and divested 50% stake in two marquee commercial assets in Mumbai, namely India bulls Properties Private Limited (One India bulls Centre, ''Sky Forest'' and ''Sky'') and India bulls Real Estate Company Private Limited (India bulls Finance Centre) at an Enterprise Value of Rs 9,500 Cr ($ 1,466 million). The deal, achieved in a record time, was one of the largest Real Estate Private Equity Investments in India.

- One of the largest city-centre commercial portfolio in the financial capital of India aggregating to 4.1 million sqft.

Property

Leasable Area (Mn. sqft)

Annualised Annuity Revenue in FY 21-22 (Rs. in Cr)*

One India bulls Centre, Mumbai

1.66

367

India bulls Finance Centre, Mumbai

1.66

351

India bulls Finance Centre, New Tower

0.82

172

Grand Total

4.14

890

Private Limited, at an Enterprise Value of Rs 9,500 Cr ($ 1,466 million). The deal, achieved in a record time, was one of the largest Real Estate Private Equity Investments in India. It also marks the beginning of a Rental platform of the Company with Investor for sale of owned & completed office properties to the Rental platform, and deploy funds to acquire assets at a discount to their replacement costs.

Sale of Commercial Assets in Non-core market

Pursuant to the authorization of the shareholders, the Company has entered into definitive agreement(s), with entities of Blackstone Group L.P., which is a globally renowned real estate private equity investor, for divestment of its 100% stake in the business of commercial assets at Ambattur, Chennai, being non-core real estate business operations for the Company. In terms of the definitive agreement(s), the Company has divested its partial stake and balance is to be divested by September 30, 2019, against which the Company will realise a gross value of approx. Rs 850 Cr, subject to adjustments, if any, basis certain assets and liabilities on closing.

Partnership with Mandarin Oriental Hotel Group (Hanover Bond, London)

The Company has partnered with Mandarin Oriental Hotel Group for integrated development of Hanover Bond, Located at Hanover Square. Hanover Bond will consist of 80 luxury Mandarin Oriental Residences for purchase as well as a fully integrated Mandarin Oriental hotel with 50 guest rooms and suites. This is not only the first Mandarin Oriental hotel and residences in Mayfair, but also the first truly integrated hotel and residences to be delivered in central London. Mandarin Oriental has guaranteed EBITDA, valuing hotel at £155mn @ 4% cap rate.

Acquisition of Commercial land/building at prime location in Gurugram

The Company through its wholly-owned subsidiary, Ashkit Properties Limited, acquired a prime commercial land admeasuring 13,519 sq. mtrs. on National Highway 8 (Plot No 20, situated in Sector 18, Urban Estate, Gurugram), which will be developed as a commercial complex with an expected leasable area of around 5 lacs sft.

Also, the Company, through its wholly-owned subsidiaries, Yashita Buildcon Limited and Manjola Infrastructure Limited, entered into binding and definitive agreements to acquire prime and newly constructed commercial buildings, having leasable area of approx 2.5 lac sqft each, in Gurugram.

Joint Development at Worli, Mumbai

The Company, through its wholly owned subsidiary India bulls Infraestate Ltd (IIL), has executed a Term Sheet with Oricon Enterprises Limited (OEL) for joint development of a commercial building on land parcel admeasuring approx. 3,512 sq. mtrs. situated at Dr. E. Moses Road, Worli, Mumbai - 400018, through which IIL will get an exclusive ownership rights of approx. 2.55 lac sq ft. leasable area.

Buy-back Offer of Equity shares of the Company

Pursuant to the authorization of its Board, the Company commenced the Buy-back of up to 2.6 Cr fully paid-up Equity shares of the Company, being approx. 5.45% of the then existing paid-up share capital of the Company, at prevailing market price on Stock Exchanges subject to a price not exceeding Rs. 240 per equity share, aggregating up to an amount not exceeding Rs. 624 Cr, being less than 10% of total paid-up share capital and free reserves of the Company (excluding all Transaction Costs), from the open market through the Stock Exchange mechanism, in accordance with SEBI (Buy Back of Securities) Regulations, 1998, as amended. The Company till August 14, 2018, bought back an aggregate 2,50,00,544 Equity shares, from the Exchanges, for an aggregate value of Rs.428.44 Cr (against the maximum buy-back size of Rs 624 Cr) at an average price of approx. Rs.171 per equity share (against the maximum buy-back price of Rs 240 per equity share).

Redemption of Notes by a wholly owned subsidiary of the Company

Century Limited, a wholly owned subsidiary of the Company, redeemed all of the outstanding US5,000,000 10.25% Senior Notes due 2019, which were issued by Century under an indenture dated November 12, 2014 and guaranteed by the Company along with its certain subsidiaries. These notes upon redemption were cancelled and delisted from the SGX-ST.

DIVIDEND

In view of the business requirements of the Company, the Board of Directors of the Company has not recommended any dividend for financial year 2017-18.

In compliance with requirements stipulated vide SEBI notification no. SEBI/ LAD-NRO/GN/2016-17/008 dated July 8,

2016, the Dividend Distribution Policy of the Company is available on the website of the Company at web link https:// www.India bullsrealestate.com/policies/.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the financial year 2017-18, Mr. Aishwarya Katoch (DIN: 00557488), an Independent Director, due to his personal commitments, resigned from the Directorship of the Company w.e.f. September 18, 2017. Also, Mr. Ashok Brijmohan Kacker (DIN: 01647408), a Non-executive Director, who, in view of his other pre-occupations, had opted not to propose his candidature for his re-appointment as Director of the Company at last Annual General Meeting, ceased to be Director of the Company w.e.f. September 29, 2017.

The present term of Justice Mrs. Gyan Sudha Misra (Retd. Justice Supreme Court of India) (DIN: 07577265), an Independent Director of the Company, shall come to an end on September 28, 2018. To ensure continuity of guidance from Justice Misra, the Board has recommended her re-appointment as an Independent Director of the Company for a term of 5 years from September 29, 2018 till September 28, 2023. Keeping in view, the vast experience and knowledge of Justice Misra, the Board is of the view that her appointment as an Independent Director, on the Board, will be in the interest of the Company. Upon getting approval of the shareholders for her appointment as an Independent Director her appointment shall be formalized by issuing a letter of appointment to her, which shall be open for inspection by the members at the Registered office of the Company, in terms of applicable provisions of the Companies Act.

In accordance with the provisions of the Companies Act, 2013, and in terms of the Articles of Association of the Company, Mr. Narendra Gehlaut (DIN: 01246303), an Executive Director designated as Vice Chairman, is liable to retire by rotation at the ensuing Annual General Meeting of the Company, and being eligible has offered himself for reappointment. The matter relating to his re-appointment has been included in the Notice of the 12th Annual General Meeting.

All the Independent Directors of the Company have given confirmation that they meet the criteria of independence laid down under Section 149(6) of the Companies Act, 2013.

Brief resume of the Directors proposed to be appointed/re-appointed, nature of their expertise in specific functional areas and names of companies in which they hold directorships and memberships/chairmanships of Board Committees, and other requisite information, are provided in the Notice convening the 12th Annual General Meeting of the Company.

SHARE CAPITAL / STOCK OPTIONS

The paid-up share capital of the Company as of March 31, 2018, was Rs. 94,93,48,278/- comprising of 47,46,74,139 equity shares of Rs. 2/- each.

During the current FY 2018-19 and till date (i) the Company had allotted an aggregate 20,06,150 Equity shares of face value Rs. 2/- each against exercise of equivalent number of stock options under various ESOP Schemes of the Company, as a result of which the paid up equity share capital of the Company increased to Rs. 95,33,60,578/- divided into 47,66,80,289 equity shares of Rs. 2/- each; (ii) the Company had extinguished its 25,000,544 equity shares bought back under its Buyback Offer, which commenced w.e.f. June 5, 2018, as a result of which the paid up equity share capital of the Company stands reduced to Rs. 90,33,59,490/- divided into 45,16,79,745 Equity Shares of face value Rs. 2/- each. The disclosures required to be made regarding Stock Options in compliance with the SEBI (Share Based Employee Benefits) Regulations, 2014, have been placed on the website of the Company https://www.India bullsrealestate.com/.

PUBLIC DEPOSITS

During the year under review, the Company has not accepted any deposits from the public, falling within the ambit of Chapter V of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014, therefore the disclosures required in terms of Rule 8 of the Companies (Accounts) Rules, 2014, are not given.

LISTING WITH STOCK EXCHANGES

The Equity Shares (ISIN No.: INE 069 I01010) of the Company, continue to remain listed at BSE Limited and National Stock Exchange of India Limited. The listing fees payable to both the exchanges for the financial year 2018-19 have been paid. The GDRs issued by the Company continue to remain listed on Luxembourg Stock Exchange.

AUDITORS (a) Statutory Auditors

M/s Walker Chandiok & Co. LLP (Firm Regn. No. 001076N/N500013), the statutory auditors of the Company were appointed by the members at their Eighth Annual General Meeting, held on September 29, 2014, for a period of five years i.e. until the conclusion of the thirteenth Annual General Meeting of the Company. The Ministry of Corporate Affairs (MCA) vide its notification no. S.O. 1833(E) dated May 7, 2018, has done away with the requirement of getting the appointment of the Statutory Auditors ratified at every Annual General Meeting. Since the appointment of existing Statutory Auditors of the Company was initially approved by the shareholders for a period of five years, which will end at the conclusion of next Annual General Meeting, no resolution has been proposed for ratification of their appointment at the ensuing Annual General Meeting. The Company has received a certificate from the Auditors to the effect that their continuation as such from the conclusion of this Annual General Meeting until the conclusion of thirteenth annual general meeting, is in accordance with the provisions of Section 141(3)(g) of the Companies Act, 2013. M/s Walker Chandiok & Co LLP is a member firm of the global accounting firm Grant Thornton.

The Auditors'' Report is self - explanatory and therefore do not call for any further explanation. No fraud has been reported by the Auditors of the Company in terms of the provisions of Section 143(12) of the Companies Act, 2013, and Rules framed thereunder.

(b) Secretarial Auditors & Secretarial Audit Report

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the rules made thereunder, the Company had appointed M/s S. Khandelwal & Co., a firm of Company Secretaries in practice as its Secretarial Auditors, to conduct the secretarial audit of the Company for the Financial Year 2017-18. The Company has provided all assistance, facilities, documents, records and clarifications etc. to the Secretarial Auditors for conducting their audit. The Report of Secretarial Auditors for the Financial Year 2017-18, is annexed as Annexure 1 and forms part of this Report.

The Report is self - explanatory and therefore do not call for any further explanation.

COST RECORDS

The requirement of maintenance of cost records, as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013, read with applicable Rules, is applicable on the Company, and accordingly, such accounts and records have been made and are maintained by the Company.

CORPORATE SOCIAL RESPONSIBILITY

As part of its initiatives under Corporate Social Responsibility (CSR), the Company has been undertaking projects in the areas specified under its CSR Policy (available on your Company''s website at web link https://www.India bullsrealestate. com/policies/) in accordance with Schedule VII of the Companies Act, 2013, read with the relevant Rules. In terms of the applicable provisions of the Companies Act 2013, read with relevant Rules, since the Company had average net losses during immediately preceding three financial years, the Company was not required to contribute any amount towards CSR activities during the FY 2017-18. An Annual Report on CSR, containing relevant details, is annexed as Annexure 2, forming part of this Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Pursuant to Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations, 2015, as amended (SEBI LODR Regulations) with the Stock Exchanges, Management''s Discussion and Analysis Report, for the year under review, is presented in a separate section forming part of this Annual Report.

CORPORATE GOVERNANCE REPORT

Pursuant to Regulation 34 of the SEBI LODR Regulations with the Stock Exchanges, a separate section on Corporate Governance Practices followed by the Company, together with a certificate from a practicing Company Secretary confirming compliance, is presented in a separate section forming part of this Annual Report.

BUSINESS RESPONSIBILITY REPORT

Regulation 34 of the SEBI LODR Regulations mandates inclusion of the Business Responsibility Report (BRR) as part of the Annual Report for top 500 listed entities based on market capitalization. In compliance with the regulation, the BRR for the FY 2017-18 is presented in a separate section forming part of this Annual Report.

DIRECTORS'' RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors, in terms of Section 134 of the Companies Act, 2013, hereby states:

a) that in the preparation of the annual financial statements for the year ended March 31, 2018, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any;

b) that such accounting policies as mentioned in the Notes to the Financial Statements have been selected and applied consistently and judgments and estimates have been made 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, 2018 and the profit and loss of the Company for the year ended on that date;

c) that proper and sufficient care has been 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) that the annual financial statements have been prepared on a going concern basis;

e) that proper internal financial controls are in place and that such financial controls are adequate and are operating effectively; and

f) that systems to ensure compliance with the provisions of all applicable laws are in place and are adequate and operating effectively.

EXTRACT OF ANNUAL RETURN

The details forming part of extract of Annual Return, as on the financial year ended March 31, 2018, in form MGT-9, are given in ''Annexure 3''. Pursuant to Sections 92(3) and 134(3) of the Companies Act, 2013, the Annual Return shall be placed on the website of the Company at web link https://www.India bullsrealestate.com/corporate-announcement/.

BOARD MEETINGS

During the FY 2017-18, 6 (Six) Board Meetings were convened and held. The details of such meetings are given in Corporate Governance Report forming part of this Annual Report. The intervening gap between these meetings was within the period prescribed under the Companies Act, 2013 and other applicable provisions. The notice and agenda including all material information and minimum information required to be made available to the Board under SEBI LODR Regulations, were circulated to all directors, well within the prescribed time, before the meeting or placed at the meeting with the permission of majority of Directors (including the Independent Directors). During the year, separate meeting of the Independent Directors was held on January 23, 2018, without the presence of Non-Independent Directors and the members of the Company Management.

PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEE AND DIRECTORS

The Nomination & Remuneration Committee (NRC) of the Board reassessed the framework, methodology and criteria for evaluating the performance of the Board as a whole, including Board committee(s), as well as performance of each director(s) and confirms that the existing evaluation parameters are in compliance with the requirements as per SEBI guidance note dated January 5, 2017 on Board evaluation. The existing parameters includes effectiveness of the Board and its committees, decision making process, Directors/members participation, governance, independence, quality and content of agenda papers, team work, frequency of meetings, discussions at meetings, corporate culture, contribution and management of conflict of interest. Basis these parameters, the NRC had reviewed at length the performance of each director individually and expressed satisfaction on the process of evaluation and the performance of each Director. The performance evaluation of the Board as a whole and its committees, as well as the performance of each director individually was carried out by the entire Board of Directors. The performance evaluation of Non-independent

Directors and the Board as a whole was carried out by the Independent Directors at their meeting held on January 23, 2018. The Directors expressed their satisfaction with the evaluation process.

Also the Chairman of the Company, on a periodic basis, has had one-to-one discussion with the directors for their views on the functioning of the Board and the Company, including discussions on level of engagement and contribution, independence of judgment, safeguarding the interest of the Company and its minority shareholders and implementation of the suggestions offered by Directors either individually or collectively during different board/committee meetings.

REMUNERATION POLICY

The Board has framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report forming part of this Annual Report.

LOANS, GUARANTEES OR INVESTMENTS

The Company''s investment/loans/guarantees, during FY 2017-18, were in compliance with the provisions of section 186 of the Companies Act, 2013, particulars of which are captured in financial statements of the Company, forming part of this Annual Report.

RELATED PARTY TRANSACTIONS

During the year, no materially significant related party transaction was entered by the Company with its Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with the interest of the Company at large. Details of all related party transactions are disclosed in the financial statement of the Company forming part of this Annual Report. None of the transactions with related parties is material transaction and/or transaction which is not at Arm''s length, therefore, the information/disclosure required pursuant to Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is not required to be given. The Policy on materiality of Related Party Transactions and also on dealing with such transactions is available on the website of the Company (https://www.India bullsrealestate.com/).

TRANSFER TO RESERVES

In compliance with regulations, as applicable to Buyback of Equity shares by the Company during FY 2017-18, the Company has transferred Rs. 115.92 Lakhs to Capital Redemption Reserve.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an elaborate system of internal controls commensurate with its size, scale and operations, which also covers financial controls, financial reporting, fraud control, compliance with applicable laws and regulations etc. Regular internal audits are conducted to check and to ensure that responsibilities are discharged effectively. The Internal Audit Department monitors and evaluates the efficacy and adequacy of internal control systems in the Company, its compliance with regulatory directives, efficacy of its operating systems, adherence to the accounting procedures and policies of the Company and its subsidiaries. Wherever required, the internal audit efforts are supplemented by audits conducted by specialized consultants/audit firms. All financial and audit control systems are also reviewed by the Audit Committee of the Board of Directors of the Company.

MATERIAL CHANGES AND COMMITMENTS

Other than those disclosed in this report, there are no material changes and commitments, affecting the financial position of the Company, which has occurred between the end of the Financial Year of the Company i.e. March 31, 2018 and the date of this Report.

Further, no significant and material orders were passed by the regulators or courts or tribunals, impacting the going concern status and Company''s operations in future.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo, is as under:

A. Conservation of Energy

The Company operations do not account for substantial energy consumption. However, the Company is taking all possible measures to conserve energy. As an on-going process, the following measures are undertaken:

a) Replacing all of its lighting system with LEDs, which is expected to slash related electricity consumption by over 50%.

b) Installation of five star energy conservation air conditioning systems.

c) Installation of automatic power controllers to save maximum demand charges and energy.

d) Installation of TFT monitors that saves power.

e) Periodic Training sessions for employees on ways to conserve energy in their individual roles.

B. Technology Absorption

The nature of business being carried out by the Company entails an extensive use of effective information technology so as to ensure that its services reach the end users i.e. its clients without any loss of time. The Company has implemented best of the class applications to manage and automate its business processes to achieve higher efficiency, data integrity and data security. It has helped it in implementing best business practices and shorter time to market new schemes, products and customer services.

The Company''s investment in technology has improved customer services, reduced operational costs and development of new business opportunities.

C. Foreign Exchange Earnings and Outgo

During the year under review, there were no foreign exchange earnings or expenditure.

BUSINESS RISK MANAGEMENT

Pursuant to the applicable provisions of the Companies Act, 2013, the Company has formulated robust Business Risk Management framework to identify and evaluate business risks and opportunities. This framework seeks to create transparency, minimize adverse impact on its business objectives and enhance its competitive advantage. It defines the risk management approach across the Company and its

subsidiaries at various levels including the documentation and reporting. At present, the Company has not identified any element of risk which may threaten its existence. The requirement of constituting Risk Management Committee in terms of SEBI LODR Regulations is not applicable to the Company.

PARTICULARS OF EMPLOYEES

Pursuant to the applicable provisions of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, disclosures on Managerial Remuneration are provided in Annexure 4 forming part of this Report. In terms of the provisions of Section 136(1) of the Companies Act, 2013 read with the said Rules, the Directors'' Report is being sent to all the shareholders of the Company excluding the annexure on the names and other particulars of employees, required in accordance with Rule 5.2 of said rules, which is available for inspection by the members, subject to their specific written request, in advance, to the Company Secretary. The inspection is to be carried out at the Company''s Registered Office or at its Corporate Office, at Gurugram, during business hours on working days of the Company up to date of ensuing Annual General Meeting.

FAMILIARISATION PROGRAMME FOR NON-EXECUTIVE DIRECTORS

Non-Executive Directors are familiarised with their roles, rights and responsibilities in the Company as well as with the nature of industry and business model of the Company through presentations about the Company''s strategy, business model, product and service offerings, customers'' & shareholders'' profile, financial details, human resources, technology, facilities, internal controls and risk management, their roles, rights and responsibilities in the Company. The Board is also periodically briefed on the various changes, if any, in the regulations governing the conduct of non-executive directors including independent directors. The details of the familiarization programmes have been hosted on the website of the company and can be accessed on the link: https://www.India bullsrealestate.com/investor-relations/.

SUBSIDIARY COMPANIES

Pursuant to Section 129 of the Companies Act, 2013, the Company has prepared its Consolidated Financial Statements along with all its subsidiaries, in the same form and manner, as that of the Company, which shall be laid before its ensuing 12th Annual General Meeting along with its Standalone Financial Statements. The Consolidated Financial Statements of the Company along with its subsidiaries, for the year ended March 31, 2018, form part of the Annual Report.

For the performance and financial position of each of the subsidiaries of the Company, along with other related information required pursuant to Rule 8(5)(iv) of the Companies (Accounts) Rules, 2014, the Members are requested to refer to the Consolidated and Standalone Financial Statements of the Company along with the statement pursuant to section 129(3) of the Companies Act, 2013, forming part of the Annual Report.

Further pursuant to the provisions of Section 136 of the Act, the financial statements of the Company, consolidated financial statements along with relevant documents and separate audited accounts in respect of subsidiaries, are also available on the website of the Company. Shareholders may write to the Company for the annual financial statements and detailed information on subsidiary companies. Further, the documents shall also be available for inspection by the shareholders at the registered office of the Company.

COMMITTEES OF THE BOARD

In compliance with the relevant provisions of applicable laws and statutes, the Company has the following Board constituted committees:

a) Audit Committee

b) Nomination and Remuneration Committee

c) Stakeholders Relationship Committee

d) Corporate Social Responsibility Committee

The details with respect to composition, power, role, terms of reference, etc. of each of these committees are given in the Corporate Governance Report forming part of this Annual Report.

In addition, the Board has also constituted Compensation Committee for administration of stock options, Operations Committee and Management Committee, for dealing with various administrative and operational matters.

NUMBER OF CASES FILED, IF ANY, AND THEIR DISPOSAL UNDER SECTION 22 OF THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has zero tolerance towards sexual harassment at the workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace and has constituted an Internal Complaints Committee, in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder.

During the financial year 2017-18, no cases of sexual harassment were reported.

VIGIL MECHANISM

The Company is committed to adhere to the highest standards of ethical, moral and legal conduct of its business operations. To maintain these standards, the Company has implemented the Whistle Blower Policy (the Policy), to provide an avenue for employees to report matters without the risk of subsequent victimization, discrimination or disadvantage. The Policy applies to all employees working for the Company and its subsidiaries. Pursuant to the Policy, the whistle blowers can raise concerns relating to matters such as breach of Company''s Code of Conduct, fraud, bribery, corruption, employee misconduct, illegality, misappropriation of Company''s funds / assets etc. A whistle-blowing or reporting mechanism, as set out in the Policy, invites all employees to act responsibly to uphold the reputation of the Company and its subsidiaries. The Policy aims to ensure that serious concerns are properly raised and addressed and are recognized as an enabling factor in administering good governance practices. The details of the Whistle Blower Policy are available on the website of the Company (https://www.India bullsrealestate.com).

GREEN INITIATIVES

Electronic copies of the Annual Report 2017-18 and Notice of the 12th AGM are being sent to all the members whose email addresses are registered with the Company / Depository Participant(s). For members who have not registered their email addresses or have submitted requests with the Company, physical copies of the Annual Report 2017-18 and Notice of the 12th AGM are being sent in the permitted mode.

The Company is providing e-voting facility to all members to enable them to cast their votes electronically on all resolutions set forth in the Notice of the 12th AGM. This is pursuant to section 108 of the Companies Act, 2013, read with applicable Rules and in accordance with the SEBI LODR Regulations. The instructions for e-voting are provided in the AGM Notice.

ACKNOWLEDGEMENT

Your Company has been able to operate efficiently because of the culture of professionalism, creativity, integrity and continuous improvement in all functional areas and the efficient utilization of all its resources for sustainable and profitable growth. Your Directors wish to place on record their appreciation of the contributions made and committed services rendered by the employees of the Company at various levels. Your Directors also wish to express their gratitude for the continuous assistance and support received from the investors, clients, bankers, regulatory and government authorities, during the year.

For and on behalf of the Board of Directors

Sd/- Sd/-

Gurbans Singh Vishal Gaurishankar Damani

Joint Managing Director Joint Managing Director

(DIN: 06667127) (DIN: 00358082)

Date: August 14, 2018

Place: Gurugram

Source : Dion Global Solutions Limited
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