Upload
others
View
5
Download
0
Embed Size (px)
Citation preview
Private Placement Offer Letter Private and Confidential
FOR PRIVATE CIRCULATION ONLY Serial Number: 01
Name of Investor: Kotak Mahindra Prime Limited
1
Oberoi Realty Limited
A limited liability company incorporated under the Companies Act, 1956 with
CIN- L45200MH1998PLC114818
Date of Incorporation: May 8, 1998
Registered and Corporate Office: Commerz, 3rd Floor, International Business Park, Oberoi Garden City, Off
Western Express Highway, Goregaon (E), Mumbai 400063
Tel. No.: + 91 22 6677 3333; Fax No.: + 91 22 6677 3334
ISSUE OF UP TO 5000 (FIVE THOUSAND) SECURED, LISTED, RATED, REDEEMABLE, NON-
CONVERTIBLE DEBENTURES OF FACE VALUE OF INR 10,00,000 EACH (THE “DEBENTURES”
or “NCDs”), AGGREGATING UP TO INR 500,00,00,000 (RUPEES FIVE HUNDRED CRORES ONLY)
ON A PRIVATE PLACEMENT BASIS (THE “ISSUE”), BY OBEROI REALTY LIMITED (THE
“ISSUER” or THE “COMPANY”)
Private Placement Offer Letter and Information Memorandum
Date: September 30, 2020
BACKGROUND
This Private Placement Offer Letter and Information Memorandum (hereinafter referred to as the “Offer Letter”
or “Information Memorandum”) is related to the Debentures to be issued by the Issuer on a private placement
basis and contains relevant information and disclosures required for the purpose of issuing of the Debentures. The
Issue has been authorised by the Issuer through a resolution passed by the board of directors of the Issuer on July
14, 2020 and the NCD Committee dated September 28, 2020 (attached in Annexure 6).
GENERAL RISK
As the Issue is being made on a private placement basis, this Offer Letter has not been submitted to or cleared by
the Securities and Exchange Board of India (“SEBI”). The Issue has not been recommended or approved by SEBI
nor does SEBI guarantee the accuracy or adequacy of this Offer Letter. Investment in debt and debt related
securities involve a degree of risk and investors should not invest any funds in debt instruments unless they can
afford to take the risk attached to such investments. Investors are advised to take an informed decision and to read
the risk factors carefully before investing in the Debentures. For taking an investment decision, investors must
rely on their examination of the Issue including the risks involved in it. Specific attention of the investors is invited
to the summarized Risk Factors mentioned elsewhere in this Offer Letter.
MANAGEMENT’S PERCEPTION OF RISK
Investment in debt and debt-related securities involves a degree of risk and investors should not invest any funds,
unless they can afford to take the risks attached to such investments. For taking an investment decision, investors
must rely on their own examination of the Company, the Information Memorandum and the Issue, including the
risks specified in this Offer Letter. The Debentures have not been recommended or approved by SEBI nor does
SEBI guarantee the accuracy or adequacy of this document. Specific attention of Investors is invited to the
‘Management’s perception of risk factors’ in this Offer Letter.
ISSUER’S ABSOLUTE RESPONSIBILITY
The Issuer, having made all reasonable inquiries, accepts responsibility for, and confirms that this Offer Letter
contains all information with regard to the Issuer and the Issue, which is material in the context of the Issue, that
the information contained in this Offer Letter is true and correct in all material aspects and is not misleading in
any material respect, that the opinions and intentions expressed herein are honestly held and that there are no other
facts, the omission of which makes this Offer Letter as a whole or any of such information or the expression of
any such opinions or intentions misleading in any material respect.
CREDIT RATING
As at the date of this Offer Letter, CARE Ratings Limited has assigned a rating of ‘CARE AA+; Negative’
(Pronounced ‘Double A Plus, Outlook: Negative’) for the issuance of Debentures. Instruments with this rating are
considered to have high degree of safety regarding timely servicing of financial obligations. Such instruments
Private Placement Offer Letter Private and Confidential
FOR PRIVATE CIRCULATION ONLY Serial Number: 01
Name of Investor: Kotak Mahindra Prime Limited
2
carry very low credit risk. The credit rating letter dated September 25, 2020 issued by CARE Ratings Limited is
enclosed as Annexure 1 (Credit Rating Letter from CARE Ratings Limited) to this Offer Letter. The above rating
is not a recommendation to buy, sell or hold Debentures or other securities and investors should take their own
decision. The rating may be subject to revision or withdrawal at anytime by the assigning rating agency and each
rating should be evaluated independently of any other rating. The rating obtained is subject to revision at any point
of time in the future. The rating agency has the right to suspend, withdraw the rating at any time on the basis of
new information etc.
LISTING
The Debentures offered through this Offer Letter are proposed to be listed on the Wholesale Debt Market Segment
of BSE. The Issuer has obtained “in-principle” approval from BSE on September [], 2020, and will apply for final
listing within 20 days from the Deemed Date of Allotment for listing the Debentures offered through this Issue.
Please refer to Annexure 3 (In Principle Listing Approval) of this Offer Letter for a copy of the in- principal
approval letter dated September [], 2020 issued by BSE.
ISSUE PROGRAM
Issue Schedule*
Issue Opening Date
September 30, 2020
Issue Closing Date September 30, 2020 *
Pay In Date October 01, 2020 Deemed Date of Allotment October 01, 2020
*The Issuer reserves the right to change the issue schedule including the Deemed Date of Allotment as agreed
with the proposed investor and will notify the proposed investor of such revised schedule by way of a supplement
to this Information Memorandum. The Issue shall be open for subscription during the banking hours on each day
during the period covered by the Issue Schedule.
The Issuer reserves the right to change the Issue Program including the Deemed Date of Allotment at its sole
discretion, without giving any reasons or prior notice. The Issue shall be open for subscription during the banking
hours on each day during the period covered by the Issue Program.
Note: This Private Placement Offer Letter prepared under the Companies Act, 2013, the Companies (Prospectus
and Allotment of Securities) Rules, 2014, the Securities and Exchange Board of India (Issue and Listing of Debt
Securities) Regulations, 2008 dated June 6, 2008, as amended, for private placement of the Debentures is neither
a prospectus nor a statement in lieu of prospectus and does not constitute an offer to the public generally to
subscribe for or otherwise acquire the debt securities to be issued by the Issuer. This is only an information
brochure intended for private use.
ARRANGER DEBENTURE TRUSTEE
Kotak Mahindra Bank Limited Axis Trustee Services Limited
REGISTRAR TO ISSUE CREDIT RATING
AGENCY
LISTING EXCHANGE
Link Intime India Private Limited CARE Ratings Limited BSE Limited
Private Placement Offer Letter Private and Confidential
FOR PRIVATE CIRCULATION ONLY Serial Number: 01
Name of Investor: Kotak Mahindra Prime Limited
3
DEFINITIONS AND ABBREVIATIONS
General terms
Term Description
Account Agreement means the accounts agreement proposed to be entered into between the
Debenture Trustee, the Issuer and the Account Bank in relation to
opening, maintenance and operation of inter alia the escrow account
(opened and maintained for the benefit of the Debenture Holders).
Account Bank Kotak Mahindra Bank Limited
Application Form The form by which, the Eligible Investors shall apply for the Debentures
of the Issuer appended herewith as Annexure 4 (Application Form).
Articles of Association The articles of association of the Issuer.
Beneficial Owner(s) Debenture holder(s) holding Debenture(s) in dematerialized form
(Beneficial Owner of the Debenture(s) as defined in clause (a) of
subsection of (1) of Section 2 of the Depositories Act, 1996).
Board Board of Directors of the Issuer or a committee thereof.
BSE BSE Limited.
Business Day mean any day other than Saturday or Sunday or a bank holiday or any
other day on which commercial banks are not open for high value
clearing facility in Mumbai for any other reason whatsoever.
CDSL Central Depository Services (India) Limited.
Companies Act Companies Act, 2013
Debenture Holder(s) The holder(s) of the Debenture(s) in dematerialized form.
Debenture Trustee The trustee of the Debenture Holder(s), in this case being Axis Trustee
Services Limited.
Debenture Trustee Agreement The debenture trustee agreement dated on or about the date of this Offer
Letter, entered into between the Issuer and the Debenture Trustee.
Debenture Trust Deed The debenture trust deed proposed to be entered into between the Issuer
and the Debenture Trustee in relation to the Debentures.
Depositories NSDL and/or CDSL (as relevant in this case may be).
DP Depository Participant.
Deemed Date of Allotment October 01, 2020
Depositories Act The Depositories Act, 1996, as amended from time to time.
Depository Participant / DP A depository participant as defined under the Depositories Act.
Director(s) Director(s) of Issuer unless otherwise mentioned.
DP ID Depository Participant identification number that is allocated to the
Depository Participant by the Depository.
Private Placement Offer Letter Private and Confidential
FOR PRIVATE CIRCULATION ONLY Serial Number: 01
Name of Investor: Kotak Mahindra Prime Limited
4
Term Description
Electronic Book Provider BSE - EBP Platform
Eligible Investors Refers to such category of investors referred to below:
• Eligible financial institutions and insurance companies;
• Companies;
• Eligible Banks
• Non banking finance companies (NBFCs) and Residuary NBFCs;
• Mutual funds;
• Foreign institutional investors;
• Foreign portfolio investors as permitted under the Securities and
Exchange Board of India (Foreign Portfolio Investors) Regulations,
2019; and
• Provident Funds, Gratuity, Superannuation and Pension Funds,
subject to their Investment guidelines.
Private Placement Offer Letter Private and Confidential
FOR PRIVATE CIRCULATION ONLY Serial Number: 01
Name of Investor: Kotak Mahindra Prime Limited
5
Event of Default Each of the events set out below is an Event of Default (whether or not
caused by any person whatsoever outside the control of the Issuer or of
any other person) (such determination being at the sole discretion of
Debenture Trustee):
(A) non-payment of Secured Obligations on the relevant due date;
(B) any other payment related default under the Transaction
Documents;
(C) any failure to create and perfect and/or maintain the Security
as envisaged in the Transaction Documents;
(D) material breach or default is committed in the performance or
observance of any covenant, representation, warranty,
condition or provision contained in these presents and/or the
Transaction Document, as may be determined at the sole
discretion of the Debenture Holders;
(E) receipt of a notice of an event of default from any lender or
investor, by the Issuer or the Promoter or any other group
company of the Issuer under the terms and conditions of any
financing documents constituting a default (howsoever
described);
(F) information given by the Issuer or the Promoter in relation to
the Debentures or any representations or warranties given by
it to the Debenture Trustee under the Transaction Documents
being misleading or incorrect in any respect as may be
determined by the Debenture Trustee;
(G) the Issuer and/or the Promoter have voluntarily or
involuntarily become the subject of proceedings under any
insolvency law or the Issuer and/or the Promoter is voluntarily
or involuntarily dissolved or any application being initiated
against the Issuer or the Promoters under the Insolvency and
Bankruptcy Code, 2016 (or any other analogous law);
(H) if a petition for winding up of the Issuer and/or the Promoter
have been admitted or if an order of a court of competent
jurisdiction is made for the winding up of the Issuer and/or the
Promoter and the Issuer and/or the Promoter has taken any
action or any actions having been taken or legal proceedings
being started, in relation to all or part of the undertaking of the
Issuer and/or the Promoter, for its dissolution, administration,
bankruptcy, insolvency, any reorganization or attachment of
its assets, which has the effect of dissolution or for the
appointment of a liquidator, receiver, administrator,
administrative receiver, conservator, custodian, trustee or
similar officer of it or of any or all of its revenues and assets;
(I) any Material Adverse Effect and / or material event and/or
material development or material changes involving any of
the Obligors, since the Deemed Date of Allotment, till the
final settlement date of the Debentures, which may affect the
repayment of the Secured Obligations under the Transaction
Documents.;
Private Placement Offer Letter Private and Confidential
FOR PRIVATE CIRCULATION ONLY Serial Number: 01
Name of Investor: Kotak Mahindra Prime Limited
6
Term Description
(J) Any of the Obligors without the consent of Debenture Trustee
ceases to carry on its business or gives notice of its intention
to do so;
(K) the Issuer creates or attempts to create any charge on the
mortgaged properties or any part thereof without the prior
approval of the Debenture Trustees;
(L) if in the opinion of the Debenture Trustee, the Security of the
Debentures is in jeopardy or endangered, or becomes
ineffective, or impaired or has deteriorated in any manner
whatsoever, in the opinion of the Debenture Trustee;
(M) the Promoter ceasing to have Control of the Issuer
(N) Any corporate action, legal proceeding or other legal
procedure or step is taken in relation to the suspension of
payments or a moratorium is agreed or declared in respect of
or affecting all or part of the Financial Indebtedness of any of
the Obligors; Any commitment for any Financial
Indebtedness of any of the Obligors or any group company of
the Obligors (other than in respect of the Debentures) is
cancelled or suspended by a creditor of such entities as a result
of an event of default (however described);
(O) A distress, attachment, execution or other legal process is
levied, enforced or sued out on or against any of the Obligors
(or their assets) which has Material Adverse Effect;
(P) Any person who is a director of any of the Obligors is found
to have been a director / partner / member / trustee of an entity
identified as wilful defaulter;
(Q) Commencement of any material proceeding, process or legal
actions against any of the Obligors or any of their assets;
(R) Any step is taken by governmental authority or agency or any
other competent authority, with a view to the seizure,
compulsory acquisition, expropriation or nationalization of all
or (in the opinion of the Debenture Trustee) a part of the assets
of any of the Obligors;
(S) Failure of the Issuer to cure any breach by providing
additional security as per the terms of the Transaction
documents due to non-maintenance of the Minimum Security
Cover as required under the Transaction Documents); and
(T) In the event the credit rating of the Debentures is withdrawn
or suspended or the Company fails to obtain the credit
rating(s) as per the Debenture Trust Deed.
Escrow Account mean the escrow accounts designated as such under the Account
Agreement established by the Issuer with the Account Bank in terms of
the Account Agreement, where in all the Receivables shall be deposited.
Face Value/ Nominal Value INR 10,00,000 being the nominal value of each Debenture.
Private Placement Offer Letter Private and Confidential
FOR PRIVATE CIRCULATION ONLY Serial Number: 01
Name of Investor: Kotak Mahindra Prime Limited
7
Term Description
Financial Indebtedness means in relation to any person, any indebtedness of such person for or
in respect of:
(a) any long-term debt outstanding, whether secured or unsecured,
of the said person;
(b) contingent liability pertaining to corporate/ financial guarantees
given by the said person, on behalf of any company / special
purpose vehicle / subsidiary / affiliate to the extent of
outstanding of such guaranteed debt;
(c) any short term debt outstanding of the said person, including
working capital or any other borrowing, whether secured or
unsecured, whether availed of in lieu of long term debt or by
way of bridge financing for long term debt or any other purpose;
provided however that non fund based working facilities used
in regular business operations of the said Person, shall be
excluded;
(d) any amount raised by acceptance under any acceptance credit
facility;
(e) receivables sold or discounted (other than any receivables to the
extent they are sold on a non- recourse basis);
(f) any amount raised under any other transaction (including any
forward sale or purchase agreement) having the commercial
effect of a borrowing;
(g) any derivative transaction entered into in connection with
protection against or benefit from fluctuation in price (and,
when calculating the value of any derivative transaction, only
the marked to market value shall be taken into account);
(h) any counter-indemnity obligation in respect of a guarantee,
indemnity, bond, standby or documentary letter of credit or any
other instrument issued by a bank or financial institution;
(i) the amount of any liability under an advance or deferred
purchase agreement if one of the primary reasons behind the
entry into such agreement is to raise finance; or
(j) (without double counting) the amount of any liability in respect
of any guarantee or indemnity for any of the items referred to
in paragraphs (a) to (i) above.
Financial Year Twelve months period commencing from 1 April of a particular
calendar year and ending on 31 March of the subsequent calendar year.
Final Redemption Date October 01, 2025
GAAP Generally accepted accounting principles, standards and practices in
India.
Thane Land shall mean part of the land and all immovable properties situated at
Pokhran Road No. 2, Thane, along with all rights, title, benefits and
interests of the Issuer in respect of the said immovable property
Private Placement Offer Letter Private and Confidential
FOR PRIVATE CIRCULATION ONLY Serial Number: 01
Name of Investor: Kotak Mahindra Prime Limited
8
Term Description
(including the identified FSI, as more particularly provided under the
Debenture Trust Deed, if required) .
Material Adverse Effect means an event, circumstance, occurrence or condition which has
caused, as of any date of determination, or could be expected to cause a
material adverse effect on or a material adverse change in the judgment
of Debenture Trustee, on:
(a) the business, operations, property, assets, condition (financial or
otherwise) or prospects of the Obligors;
(b) the ability of the Obligors to enter into and to perform its obligations
under Transaction Documents or any other related document to which
relevant Obligor is or will be a party; or
(c) the validity or enforceability of the Transaction Documents or any
other related document or the rights or remedies of the Debenture
Holder(s) thereunder; or
(d) the ability of the Debenture Holder to exercise or enforce any right,
benefit, privilege or remedy under any Transaction Document; or
(e) the international or domestic commercial bank, loan syndication,
financial or capital markets, political socio-political, or economic
conditions in India or any other relevant jurisdiction or currency
exchange rates or exchange controls that, generally in the sole opinion
of the Debenture Trustee; or
(f) any other effect or change which adversely affects the interest of the
Debenture Holder(s) or the Debenture Trustee.
INR/Rs. The lawful currency of the Republic of India.
Issuer Oberoi Realty Limited
Issuer Projects Projects Exquisite and Esquire of the Issuer located at Oberoi Garden
City, Goregaon (E), Mumbai, The detailed description of which is
provided or to be provided under the Debenture Trust Deed.
Issue Issue of Debentures by the Issuer in accordance with the Terms and
Conditions.
Minimum Security Cover Means the security cover required to be maintained as per the terms of
the Transaction Documents.
Mortgage Flats mean and include such flats, dwellings, floor area, units, premises, car parks and garages of the Issuer Projects as more
particularly provided under the Debenture Trust Deed.
Memorandum of Association The memorandum of association of the Issuer.
NSDL National Securities Depository Limited.
Obligors Promoter and the Issuer
Permitted Investment Means investment of the available balances lying in the credit of the
Escrow Account permitted to be made in the following securities /
instruments
Private Placement Offer Letter Private and Confidential
FOR PRIVATE CIRCULATION ONLY Serial Number: 01
Name of Investor: Kotak Mahindra Prime Limited
9
Term Description
a. Fixed Deposits in interest bearing bank accounts denominated
in Indian Rupees, maintained in a scheduled commercial bank
rated at least AA+ or equivalent market rating by any SEBI
registered Credit Rating Agency;
b. Money market mutual funds rated at least AA+ or equivalent
market rating by any SEBI registered Credit Rating Agency;
c. Government Securities;
d. Overdraft account of the Issuer.
All such investments shall continue to be charged to the Debenture
Trustee at all times.
PAN Permanent Account Number.
Pay In Date October 01, 2020
Promoter shall refer to Mr. Vikas Oberoi.
Receivables mean all and any of the monies received/ to be received by the Issuer as
consideration from the sale or lease of the Mortgage Flats and all and
any of the monies to be received by the Issuer as consideration from
identified sold units (as mentioned under the paragraph related to
Security under the Section titled “Particulars of the Offer”)
RBI Reserve Bank of India.
Registrar and Transfer Agent shall refer to Link Intime India Private Limited
RoC/ROC Registrar of Companies, Maharashtra, Mumbai
RTGS Real Time Gross Settlement.
SEBI Securities and Exchange Board of India.
SEBI Debt Listing Regulations Securities and Exchange Board of India (Issue and Listing of Debt
Securities) Regulations, 2008 (as amended from time to time).
SEBI Electronic Book
Mechanism Guidelines
The guidelines issued by SEBI and pertaining to the Electronic Book
Mechanism set out in the terms specified by the SEBI in its Circular
dated January 05, 2018 (bearing reference number
SEBI/HO/DDHS/CIR/P/2018/05) titled ‘Electronic book mechanism
for issuance of securities on private placement basis’ read along with
the related clarifications dated August 16, 2018 (bearing reference
number SEBI/HO/DDHS/CIR/P/2018/122), and the related operational
guidelines issued by the concerned Electronic Book Provider, as may be
amended, clarified or updated from time to time.
Security or Security Interest A mortgage, charge, pledge, lien or other security interest securing any
obligation of any person or any other agreement or arrangement having
a similar effect.
Security Documents mean the following:
(a) The Debenture Trust Deed;
(b) The Account Agreement; and
Private Placement Offer Letter Private and Confidential
FOR PRIVATE CIRCULATION ONLY Serial Number: 01
Name of Investor: Kotak Mahindra Prime Limited
10
Term Description
(c) any other agreement pursuant to which Security Interest have
been created in favour of the Debenture Trustee for the benefit
of the Debenture Holders.
Secured Obligations mean the aggregate of the outstanding principal amount in respect of the
Debentures, accrued interest, any premia payable in respect of the
Debentures under the Transaction Documents, any default interest
payable in respect of the Debentures, any other amount payable by the
Obligors under the Transaction Documents and any other charges and
expenses payable to the Debenture Holders or the Debenture Trustee
under the Transaction Documents.
Secured Parties The Debenture Holders and the Debenture Trustee.
Stock Exchange/BSE BSE Limited
Terms and Conditions Terms and conditions of the Debentures as to be set out in the Debenture
Trust Deed.
Transaction Documents mean the Offer Letter, the Debenture Trustee Agreement, the Security
Documents, the Account Agreement, the listing agreement entered into
with the BSE, and any other agreement or document (including the term
sheet) executed/to be executed in connection with the issue and
subscription of Debentures and/or any other agreement or document
designated as such by the Debenture Trustee.
WDM Wholesale Debt Market Segment of BSE.
This Information Memorandum shall be read in conjunction with the Debenture Trust Deed and the other
Transaction Documents and it is agreed between the Debenture Trustee and the Issuer that in case of any
inconsistency or conflict between this Information Memorandum and the Debenture Trust Deed, the provisions
of the Debenture Trust Deed shall prevail and override the provisions of this Information Memorandum.
NOTICE TO INVESTORS AND DISCLAIMERS
1.1 ISSUER’S DISCLAIMER
This Information Memorandum is neither a prospectus nor a statement in lieu of a prospectus and should not be
construed to be a prospectus or a statement in lieu of a prospectus under the Companies Act. The issue of the
Debentures to be listed on the WDM segment of the Stock Exchange is being made strictly on a private placement
basis. Multiple copies hereof given to the same entity shall be deemed to be given to the same person and shall be
treated as such. This Information Memorandum does not constitute and shall not be deemed to constitute an offer
or invitation to the public in general to subscribe to the Debentures. The issuance of the Debentures, which are to
be listed on the WDM segment of the BSE, is being made strictly on a private placement basis through electronic
book mechanism of BSE.
As per the applicable provisions, it is not necessary for a copy of this Information Memorandum to be filed or
submitted to the SEBI for its review and/or approval.
This Information Memorandum has been prepared in conformity with the SEBI Debt Listing Regulations as
amended from time to time. This Information Memorandum has been prepared solely to provide general
information about the Issuer to the Eligible Investors to whom it is addressed and who are willing and eligible to
subscribe to the Debentures. This Information Memorandum does not purport to contain all the information that
any Eligible Investor may require. Further, this Information Memorandum has been prepared for informational
Private Placement Offer Letter Private and Confidential
FOR PRIVATE CIRCULATION ONLY Serial Number: 01
Name of Investor: Kotak Mahindra Prime Limited
11
purposes relating to this transaction only and upon the express understanding that it will be used only for the
purposes set forth herein.
Neither this Information Memorandum nor any other information supplied in connection with the Debentures is
intended to provide the basis of any credit or other evaluation and any recipient of this Information Memorandum
should not consider such receipt as a recommendation to subscribe to any Debentures. Each potential Investor
contemplating subscription to any Debentures should make its own independent investigation of the financial
condition and affairs of the Issuer, and its own appraisal of the creditworthiness of the Issuer. Potential Investors
should consult their own financial, legal, tax and other professional advisors as to the risks and investment
considerations arising from an investment in the Debentures and should possess the appropriate resources to
analyze such investment and the suitability of such investment to such potential Investor’s particular
circumstances.
The Issuer confirms that, as of the date hereof, this Information Memorandum (including the documents
incorporated by reference herein, if any) contains all the information that is material in the context of the Issue
and regulatory requirements in relation to the Issue and is accurate in all such material respects. No person has
been authorized to give any information or to make any representation not contained or incorporated by reference
in this Information Memorandum or in any material made available by the Issuer to any potential Investor pursuant
hereto and, if given or made, such information or representation must not be relied upon as having being
authorized by the Issuer. The Issuer certifies that the disclosures made in this Information Memorandum are
adequate and in conformity with the SEBI Debt Listing Regulations. Further, the Issuer accepts no responsibility
for statements made otherwise than in the Information Memorandum or any other material issued by or at the
instance of the Issuer and anyone placing reliance on any source of information other than this Information
Memorandum would be doing so at its own risk.
This Information Memorandum and the contents hereof are restricted only for the intended recipient(s)
who have been addressed directly and specifically through a communication by the Issuer and only such
recipients are eligible to apply for the Debentures. All potential Investors are required to comply with the
relevant regulations/guidelines applicable to them for investing in this Issue. The contents of this
Information Memorandum are intended to be used only by those potential Investors to whom it is
distributed. It is not intended for distribution to any other person and should not be reproduced by the
recipient.
No invitation is being made to any persons other than those to whom Application Forms along with this
Information Memorandum being issued have been sent. Any application by a person to whom the Information
Memorandum has not been sent by the Issuer shall be rejected without assigning any reason.
The person who is in receipt of this Information Memorandum shall not reproduce or distribute in whole or part
or make any announcement in public or to a third party regarding the contents hereof without the consent of the
Issuer. The recipient agrees to keep confidential all information provided (or made available hereafter), including,
without limitation, the existence and terms of the Issue, any specific pricing information related to the Issue or the
amount or terms of any fees payable to us or other parties in connection with the Issue. This Information
Memorandum may not be photocopied, reproduced, or distributed to others at any time without the prior written
consent of the Issuer. Upon request, the recipients will promptly return all material received from the Issuer
(including this Information Memorandum) without retaining any copies hereof. If any recipient of this Information
Memorandum decides not to participate in the Issue, that recipient must promptly return this Information
Memorandum and all reproductions whether in whole or in part and any other information statement, notice,
opinion, memorandum, expression or forecast made or supplied at any time in relation thereto or received in
connection with the Issue to the Issuer.
The Issuer does not undertake to update the Information Memorandum and the Private Placement Offer Letter to
reflect subsequent events after the date of Information Memorandum and the Private Placement Offer Letter and
thus it should not be relied upon with respect to such subsequent events without first confirming its accuracy with
the Issuer.
Neither the delivery of this Information Memorandum nor any sale of Debentures made hereafter shall, under any
circumstances, constitute a representation or create any implication that there has been no change in the affairs of
the Issuer since the date hereof.
This Information Memorandum does not constitute, nor may it be used for or in connection with, an offer or
solicitation by anyone in any jurisdiction in which such offer or solicitation is not authorized or to any person to
whom it is unlawful to make such an offer or solicitation. No action is being taken to permit an offering of the
Debentures or the distribution of this Information Memorandum in any jurisdiction where such action is required.
Private Placement Offer Letter Private and Confidential
FOR PRIVATE CIRCULATION ONLY Serial Number: 01
Name of Investor: Kotak Mahindra Prime Limited
12
Persons into whose possession this Information Memorandum comes are required to inform themselves about and
to observe any such restrictions. The Information Memorandum is made available to potential Investors in the
Issue on the strict understanding that it is confidential.
Private Placement Offer Letter Private and Confidential
FOR PRIVATE CIRCULATION ONLY Serial Number: 01
Name of Investor: Kotak Mahindra Prime Limited
13
1.2 DISCLAIMER CLAUSE OF STOCK EXCHANGE
As required, a copy of this Information Memorandum has been filed with BSE in terms of the SEBI Debt Listing
Regulations. It is to be distinctly understood that submission of this Information Memorandum to BSE should not
in any way be deemed or construed to mean that this Information Memorandum has been reviewed, cleared, or
approved by BSE; nor does BSE in any manner warrant, certify or endorse the correctness or completeness of any
of the contents of this Information Memorandum, nor does BSE warrant that the Issuer’s Debentures will be listed
or will continue to be listed on BSE; nor does BSE take any responsibility for the soundness of the financial and
other conditions of the Issuer, its Promoter, its management or any scheme or project of the Issuer.
1.3 DISCLAIMER CLAUSE OF SEBI
As per the provisions of the SEBI Debt Listing Regulations, it is not stipulated that a copy of this Information
Memorandum has to be filed with or submitted to the SEBI for its review / approval. It is to be distinctly
understood that this Information Memorandum should not in any way be deemed or construed to have been
approved or vetted by SEBI and that this Issue is not recommended or approved by SEBI. SEBI does not take any
responsibility either for the financial soundness of any proposal for which the Debentures issued thereof is
proposed to be made or for the correctness of the statements made or opinions expressed in this Information
Memorandum.
1.4 DISCLAIMER IN RESPECT OF JURISDICTION
This Issue is made in India to Investors as specified under the clause titled “Eligible Investors” of this Information
Memorandum, who shall be/have been identified upfront by the Issuer. This Information Memorandum does not
constitute an offer to sell or an invitation to subscribe to Debentures offered hereby to any person to whom it is
not specifically addressed. Any disputes arising out of this Issue will be subject to the exclusive jurisdiction of the
courts and tribunals at Mumbai. This Information Memorandum does not constitute an offer to sell or an invitation
to subscribe to the Debentures herein, in any other jurisdiction to any person to whom it is unlawful to make an
offer or invitation in such jurisdiction.
1.5 DISCLAIMER IN RESPECT OF RATING AGENCIES
Ratings are opinions on credit quality and are not recommendations to sanction, renew, disburse or recall the
concerned bank facilities or to buy, sell or hold any security. The Rating Agency has based its ratings on
information obtained from sources believed by it to be accurate and reliable. The Rating Agency does not, however,
guarantee the accuracy, adequacy or completeness of any information and is not responsible for any errors or
omissions or for the results obtained from the use of such information. Most entities whose bank
facilities/instruments are rated by the Rating Agency have paid a credit rating fee, based on the amount and type
of bank facilities/instruments.
1.6 ISSUE OF DEBENTURES IN DEMATERIALISED FORM
The Debentures will be issued in dematerialised form. The Issuer has made arrangements with the Depositories
for the issue of the Debentures in dematerialised form. Investors will have to hold the Debentures in dematerialised
form as per the provisions of Depositories Act. The Issuer shall take necessary steps to credit the Debentures
allotted to the beneficiary account maintained by the Investor with its Depositary Participant. The Issuer will make
the allotment to the Investors on the Deemed Date of Allotment after verification of the Application Form, the
accompanying documents and on realisation of the application money.
1.7 DISCLAIMER OF THE ARRANGER
The Issuer has mandated and authorized Kotak Mahindra Bank Limited to act as an arranger for the Debentures
and to distribute either itself and/or through its affiliates this Offer Letter to identified potential investors.
“Arranger” means Arranger and any group, subsidiary, associate or affiliate of Arranger and their respective
directors, representatives or employees and/or any persons connected with them.
Private Placement Offer Letter Private and Confidential
FOR PRIVATE CIRCULATION ONLY Serial Number: 01
Name of Investor: Kotak Mahindra Prime Limited
14
REGULATORY DISCLOSURES
A. The Information Memorandum is prepared in accordance with the provisions of SEBI Debt Listing
Regulations and in this section, the Issuer has set out the details required as per Schedule I of the SEBI
Debt Listing Regulations.
1.1 Documents to be submitted to the Stock Exchange along with the listing application:
The following documents have been / shall be submitted to the BSE:
(a) Memorandum and Articles of Association of the Issuer and necessary resolution(s) for the allotment of
the Debentures;
(b) Copy of last 3 (three) years audited annual reports;
(c) Statement containing particulars of, dates of, and parties to all material contracts and agreements;
(d) Copy of the Board/committee resolution authorizing the borrowing and list of authorized signatories;
(e) An undertaking from the Issuer stating that the necessary documents for the creation of the charge,
including the Debenture Trust Deed would be executed within the time frame prescribed in the relevant
regulations/acts/rules etc and the same would be uploaded on the website of BSE, where the debt
securities have been listed, within 5 (five) working days of execution of the same;
(f) Any other particulars or documents that the recognized stock exchange may call for as it deems fit.
(g) An undertaking that permission/ consent from the prior creditor for second or pari passu charge being
created, where applicable, in favour of the trustees to the proposed issue has been obtained.
1.2 Documents to be submitted to the Debenture Trustee
The following documents have been/shall be submitted to the Debenture Trustee in electronic form (soft
copy) at the time of the allotment of the Debentures:
(a) Memorandum and Articles of Association of the Issuer and necessary resolution(s) for the allotment of
the Debentures;
(b) Copy of last 3 (three) years audited annual reports;
(c) Statement containing particulars of, dates of, and parties to all material contracts and agreements;
(d) Latest audited / limited review half yearly consolidated (wherever available) and standalone financial
information (profit & loss statement, balance sheet and cash flow statement) and auditor qualifications,
if any.
(e) An undertaking to the effect that the Issuer would, until the redemption of the debt securities, submit the
details mentioned in point (d) above to the Debenture Trustee within the timelines as mentioned in
Simplified Listing Agreement issued by SEBI vide circular No. SEBI/IMD/BOND/1/2009/11/05 dated
May 11, 2009 as amended from time to time, for furnishing / publishing its half yearly/ annual result.
Further, the Issuer shall within 180 (one hundred and eighty) days from the end of the financial year,
submit a copy of the latest annual report to the Debenture Trustee and the Debenture Trustee shall be
obliged to share the details submitted under this clause with all ‘Qualified Institutional Buyers’ and other
existing debenture-holders within 2 (two) Business Days of their specific request.
1.3 Disclosures pertaining to wilful default
In case of listing of debt securities made on private placement, the following disclosures shall be made:
(a) Name of the bank declaring the entity as a wilful defaulter- N.A.
(b) The year in which the entity is declared as a wilful defaulter- N.A.
(c) Outstanding amount when the entity is declared as a wilful defaulter- N.A.
(d) Name of the entity declared as a wilful defaulter- N.A.
(e) Steps taken, if any, for the removal from the list of wilful defaulters- N.A.
(f) Other disclosures, as deemed fit by the issuer in order to enable investors to take informed decisions-
N.A.
(g) Any other disclosure as specified by SEBI- N.A.
Private Placement Offer Letter Private and Confidential
FOR PRIVATE CIRCULATION ONLY Serial Number: 01
Name of Investor: Kotak Mahindra Prime Limited
15
TABLE INDICATING REFERENCES OF DISCLOSURE REQUIREMENTS UNDER FORM PAS-4
Sr.
No.
Particulars Page No./
Section
1. GENERAL INFORMATION
a. Name, address, website and other contact details of the company indicating both
registered office and corporate office;
General
Information
b. Date of incorporation of the company; General
Information
c. Business carried on by the company and its subsidiaries with the details of branches
or units, if any;
General
Information
d. Brief particulars of the management of the company; General
Information
e. Names, addresses, DIN and occupations of the directors; General
Information
f. Management’s perception of risk factors; Cover Page
g. Details of default, if any, including therein the amount involved, duration of default
and present status, in repayment of –
(i) statutory dues;
(ii) debentures and interest thereon;
(iii) deposits and interest thereon;
(iv) loan from any bank or financial institution and interest thereon.
Details of
Default in
repayment
h. Names, designation, address and phone number, email ID of the nodal/ compliance
officer of the company, if any, for the private placement offer process;
Company
Secretary
and
Compliance
Officer of
the Issuer
i. Any default in annual filing of the Company under Companies Act, 2013 or rules made
thereunder.
Default in
annual
filing of the
Company
2. PARTICULARS OF THE OFFER
a. Financial Position of the Company for the last three financial years Financial
Position Of
The Issuer
b. Date of passing of board resolution; Cover Page
c. Date of passing of resolution in the general meeting, authorizing the offer of securities; N.A.
d. Kinds of securities offered (i.e. whether share or debenture) and class of security; Cover Page
Private Placement Offer Letter Private and Confidential
FOR PRIVATE CIRCULATION ONLY Serial Number: 01
Name of Investor: Kotak Mahindra Prime Limited
16
Sr.
No.
Particulars Page No./
Section
e. Price at which the security is being offered including the premium, if any, along with
justification of the price;
N.A
f. Name and address of the valuer who performed valuation of the security offered, and
the basis on which the price has been arrived at along with report of the registered
valuer
N.A
g. Relevant date with reference to which price has been arrived at (Relevant date means
the date on which the general meeting of the Company is scheduled to be held)
N.A
h. The class or classes of persons to whom the allotment is proposed to be made Definition
Section
i. Intention of promoters, directors or key managerial personnel to subscribe to the offer
(applicable in case they intend to subscribe to the offer) (not required in case of issue
of non- convertible debentures);
N.A.
j. The change in control, if any, in the company that would occur consequent to the
private placement
Corporate
Structure of
the Issuer
k. The number of persons to whom allotment on preferential basis/private
placement/rights issue has already been made during the year, in terms of number of
securities as well as price
Nil
l. The justification for the allotment proposed to be made for consideration other than
cash together with valuation report of the registered valuer
N.A.
m. Amount which the company intends to raise by way of securities; Cover Page
n. Terms of raising of securities: Duration, if applicable, Rate of dividend or rate of
interest, mode of payment and repayment;
Particulars
of the Offer
o. Proposed time schedule for which the offer letter is valid; Cover Page
p. Purposes and objects of the offer; Particulars
of the Offer
q. Contribution being made by the promoters or directors either as part of the offer or
separately in furtherance of such objects;
N.A.
r. Principle terms of assets charged as security, if applicable; Particulars
of the Offer
s. The details of significant and material orders passed by the Regulators, Courts and
Tribunals impacting the going concern status of the company and its future operations;
Disclosure
With
Regard To
The Interest
Of
Directors,
Litigation
Etc
t. The pre-issue and post-issue shareholding pattern of the company -
Serial
Number
Category Pre-Issue (as on September
18, 2020)
Post-Issue
Private Placement Offer Letter Private and Confidential
FOR PRIVATE CIRCULATION ONLY Serial Number: 01
Name of Investor: Kotak Mahindra Prime Limited
17
Sr.
No.
Particulars Page No./
Section
No. of shares
held
% of
shareholding
No. of shares
held
% of
shareholding
A. Promoter
and
Promoter
Group
holding
1. Indian
Individual
21,28,74,946 58.55 21,28,74,946 58.55
Bodies
corporate
3,33,00,000 9.16 3,33,00,000 9.16
Sub Total 24,61,74,946 67.70 24,61,74,946 67.70
2. Foreign
Promoters
- - - -
Sub Total
(A)
24,61,74,946 67.70 24,61,74,946 67.70
B. Non –
Promoters
Holding
Institutional
Investors
10,93,00,746 30.06 10,93,00,746 30.06
Private
Corporate
Bodies
7,11,636 0.20 7,11,636 0.20
Directors
and
Relatives
48,047 0.01 48,047 0.01
Indian
Public
59,31,317 1.63 59,31,317 1.63
Others
Including
Non
Residents
14,35,545 0.39 14,35,545 0.39
Sub- Total
(B)
11,74,27,291 32.30 11,74,27,291 32.30
GRAND
TOTAL
36,36,02,237 100.00 36,36,02,237 100.00
3. DISCLOSURES WITH REGARD TO INTEREST OF DIRECTORS,
LITIGATION ETC.
Private Placement Offer Letter Private and Confidential
FOR PRIVATE CIRCULATION ONLY Serial Number: 01
Name of Investor: Kotak Mahindra Prime Limited
18
Sr.
No.
Particulars Page No./
Section
a. Any financial or other material interest of the directors, promoters or key managerial
personnel in the offer and the effect of such interest in so far as it is different from the
interests of other persons.
Disclosure
With
Regard To
The Interest
Of
Directors,
Litigation
Etc
b. details of any litigation or legal action pending or taken by any Ministry or Department
of the Government or a statutory authority against any promoter of the offeree
company during the last three years immediately preceding the year of the circulation
of the offer letter and any direction issued by such Ministry or Department or statutory
authority upon conclusion of such litigation or legal action shall be disclosed
Disclosure
With
Regard To
The Interest
Of
Directors,
Litigation
Etc
c. Remuneration of directors (during the current year and last three financial years); Disclosure
With
Regard To
The Interest
Of
Directors,
Litigation
Etc
d. Related party transactions entered during the last three financial years immediately
preceding the year of circulation of offer letter including with regard to loans made or,
guarantees given or securities provided
Annexure 8
e. Summary of reservations or qualifications or adverse remarks of auditors in the last
five financial years immediately preceding the year of circulation of offer letter and of
their impact on the financial statements and financial position of the company and the
corrective steps taken and proposed to be taken by the company for each of the said
reservations or qualifications or adverse remark
Disclosure
With
Regard To
The Interest
Of
Directors,
Litigation
Etc
F. Details of any inquiry, inspections or investigations initiated or conducted under the
Companies Act or any previous company law in the last three years immediately
preceding the year of circulation of offer letter in the case of company and all of its
subsidiaries. Also if there were any prosecutions filed (whether pending or not) fines
imposed, compounding of offences in the last three years immediately preceding the
year of the offer letter and if so, section-wise details thereof for the company and all
of its subsidiaries
Disclosure
With
Regard To
The Interest
Of
Directors,
Litigation
Etc
g. Details of acts of material frauds committed against the company in the last three years,
if any, and if so, the action taken by the company.
Disclosure
With
Regard To
The Interest
Of
Directors,
Litigation
Private Placement Offer Letter Private and Confidential
FOR PRIVATE CIRCULATION ONLY Serial Number: 01
Name of Investor: Kotak Mahindra Prime Limited
19
Sr.
No.
Particulars Page No./
Section
Etc
4. FINANCIAL POSITION OF THE COMPANY
a. The capital structure of the company in the following manner in a tabular form- Financial
Position of
the Issuer
(i)(a) the authorised, issued, subscribed and paid up capital (number of securities,
description and aggregate nominal value);
Financial
Position of
the Issuer
(b) size of the present offer; Financial
Position of
the Issuer
(c) paid up capital Financial
Position of
the Issuer
(A) after the offer; Financial
Position of
the Issuer
(B) after conversion of convertible instruments (if applicable) Financial
Position of
the Issuer
(d) share premium account (before and after the offer) Financial
Position of
the Issuer
(ii) the details of the existing share capital of the issuer company in a tabular form,
indicating therein with regard to each allotment, the date of allotment, the number of
shares allotted, the face value of the shares allotted, the price and the form of
consideration
Provided that the issuer company shall also disclose the number and price at which
each of the allotments were made in the last one year preceding the date of the offer
letter separately indicating the allotments made for considerations other than cash and
the details of the consideration in each case;
Financial
Position of
the Issuer
b. Profits of the company, before and after making provision for tax, for the three
financial years immediately preceding the date of circulation of offer letter;
Financial
Position Of
The Issuer
c. Dividends declared by the company in respect of the said three financial years; interest
coverage ratio for last three years (Cash profit after tax plus interest paid/interest paid)
Financial
Position Of
The Issuer
d. A summary of the financial position of the company as in the three audited balance
sheets immediately preceding the date of circulation of offer letter;
Financial
Position Of
The Issuer
e. Audited Cash Flow Statement for the three years immediately preceding the date of Financial
Private Placement Offer Letter Private and Confidential
FOR PRIVATE CIRCULATION ONLY Serial Number: 01
Name of Investor: Kotak Mahindra Prime Limited
20
Sr.
No.
Particulars Page No./
Section
circulation of offer letter; Position of
the Issuer
f. Any change in accounting policies during the last three years and their effect on the
profits and the reserves of the company.
Financial
Position of
the Issuer
5. A DECLARATION BY THE DIRECTORS THAT-
(a) the company has complied with the provisions of the Companies Act and the rules
made thereunder;
(b) the compliance with the Companies Act and the rules does not imply that payment
of dividend or interest or repayment of debentures, if applicable, is guaranteed by
the Central Government;
(c) the monies received under the offer shall be used only for the purposes and objects
indicated in the Offer letter;
Annexure 5
Private Placement Offer Letter Private and Confidential
FOR PRIVATE CIRCULATION ONLY Serial Number: 01
Name of Investor: Kotak Mahindra Prime Limited
21
GENERAL INFORMATION
Registered and Corporate office of the Issuer
Commerz, 3rd Floor, International Business Park, Oberoi Garden City, Off Western Express Highway, Goregaon
(E) Mumbai 400063
Email ID: [email protected]
Website: www.oberoirealty.com
Tel: + 91 22 6677 3333
Fax: + 91 22 6677 3334
Business carried on by the Issuer and its subsidiaries with details of the branches or units, if any
Oberoi Realty Limited, and its subsidiary companies (collectively, “the Group”), are primarily engaged in real
estate development activity, operating in Mumbai Metropolitan Region, focused on premium developments. The
Group have a diversified portfolio of projects in mixed-use or single-segment developments, which cover key
segments of the real estate market, namely: (i) residential, (ii) office space, (iii) retail, (iv) hospitality, and (v)
social infrastructure. The following are the subsidiaries of the Issuer:
Sr.
No.
Name of subsidiary company Country of
Incorporation
% of
equity held
Primary business activity
1 Evenstar Hotels Private Limited India 100 Hospitality
2 Expressions Realty Private
Limited
India 100 Real estate development
3 Incline Realty Private Limited India 100 Real estate development
4 Integrus Realty Private Limited India 100 Real estate development
5 Kingston Hospitality and
Developers Private Limited
India 100 Real estate development
6 Kingston Property Services
Limited
India 100 Property management and
maintenance
7 Oberoi Constructions Limited India 100 Real estate development
8 Oberoi Mall Limited India 100 Leasing of immovable property
9 Perspective Realty Private Limited India 100 Real estate development
10 Sight Realty Private Limited India 100 Real estate development
Oberoi Realty Limited, was incorporated as a limited liability company under the Companies Act, 1956 on May
8, 1998 as Kingston Properties Private Limited. The Company has its registered office at Commerz, 3rd Floor,
International Business Park, Oberoi Garden City, Off Western Express Highway, Goregaon (E) Mumbai 400063,
and the Corporate Identification Number (CIN) as L45200MH1998PLC114818.
The Issuer underwent a name change from Kingston Properties Private Limited to Oberoi Realty Private Limited
and the certificate for change of name was issued on October 23, 2009 by the ROC. Subsequently, the Company
was converted into a public limited company on December 14, 2009 and consequently, the name was changed to
Oberoi Realty Limited.
The main object of the memorandum of association of the Issuer is:
“To carry on the business of Builders, Masoners and General Construction and Contractors and to carry on the
business of the proprietors of lands, flats, maisonetes, dwelling houses, shops, offices, industrial estates, lessees
of lands, flats and other immoveable properties and for these purposes to purchase, take on lease or otherwise
acquire and hold any lands or buildings of any tenure or description wherever situated, or rights or interests therein
or connected therewith, to prepare building sites, and to construct, reconstruct, pull down, renovate, develop, alter,
improve, decorate and furnish and maintain flats, hotels, malls, educational institutes, hospitals, maisonettes,
dwelling houses, shops, offices, buildings, industrial estates, works and conveniences, and sell the same on
ownership basis, instalment basis or loose basis and rental basis and transfer such buildings to co-operative
Private Placement Offer Letter Private and Confidential
FOR PRIVATE CIRCULATION ONLY Serial Number: 01
Name of Investor: Kotak Mahindra Prime Limited
22
societies, limited companies, bodies corporate or association of persons or individuals as the case may be, to lay
out roads and pleasure gardens and recreation grounds to plant, drain or otherwise improve the land or any part
thereof and to promote, operate and manage various immoveable properties and other real estate assets, and to
develop, acquire and invest, either directly or indirectly, in income producing immoveable properties in India and
to also undertake development and maintenance of infrastructure projects in all areas of infrastructure including
but not limited to facilities such as road, power, water and industrial infrastructure.”
Corporate Structure of the Issuer
The Issuer was incorporated under the Companies Act, 1956 as a limited liability company, with an initial
authorised share capital of INR 100,000 divided into 10,000 equity shares of INR 10 each.
Details of Promoter and Promoter Group Holding in the Issuer as on the latest quarter end being June 30, 2020
Sr.
No.
Name of the
shareholders
Total No. of
Equity Shares
No. of shares
in demat form
Total shareholding
as % of total no of
equity shares
No. of
Shares
Pledged
% of Shares
pledged with
respect to
shares owned
Promoter
1. Vikas Oberoi 21,28,73,614 21,28,73,614 58.55 Nil Nil
Promoter Group
1. Santosh Oberoi 1,110 1,110 0.00 Nil Nil
2. Bindu Oberoi 111 111 0.00 Nil Nil
3. Gayatri Oberoi 111 111 0.00 Nil Nil
4. R S Estate
Developers
Private Limited
3,33,00,000 3,33,00,000 9.16 Nil Nil
R S Estate Developers Private Limited is promoted by Vikas Oberoi who directly and indirectly hold the majority
of the equity share capital of R S Estate Developers Private Limited.
The change in control, if any, in the company that would occur consequent to the private placement: Nil.
Key Operational and financial parameters for the last three audited years
Rs. in lakh
Parameters FY 2019-20 FY 2018-19 FY 2017-18
For Non-Financial Entities
Net worth 6,27,650.01 6,03,572.97 4,46,190.26
Total Debt 96,263.91 67,091.81 87,487.06
of which – Non Current Maturities
of Long Term Borrowing
- 58,851.45 67,864.18
- Short Term Borrowing 96,263.91 8,240.36 19,622.88
- Current Maturities of Long
Term Borrowing
- - -
Long Term Provisions 160.21 146.29 134.85
Net Fixed Assets 74,922.94 75,251.29 78,092.55
Non Current Investments 71,328.58 73,789.13 77,472.34
Other Non Current Assets 54,066.92 14,720.25 13,540.26
Cash and Cash Equivalents
(including bank balances)
4,403.78 27,746.40 4,817.60
Current Investments 2,688.51 - -
Other Current Assets 10,292.24 99,829.43 99,716.88
Current Liabilities (other than short
term borrowings and current
maturity of long term borrowings)
24,861.48 24,347.45 38,199.57
Private Placement Offer Letter Private and Confidential
FOR PRIVATE CIRCULATION ONLY Serial Number: 01
Name of Investor: Kotak Mahindra Prime Limited
23
Net Sales 74,385.72 1,15,837.98 1,08,334.18
EBITDA (including other income) 46,162.23 69,094.43 63,315.08
EBIT (including other income) 43,078.71 65,942.35 59,093.84
Interest 1,187.48 1,453.76 257.25
PBT 41,891.23 64,488.59 59,093.84
PAT 31,484.34 45,370.19 41,716.78
Dividend amounts 7,272.12 6,792.05 6,792.33
Current ratio 4.56 16.58 7.11
Interest coverage ratio 4.82 9.05 20.76
Debt/equity ratio 0.15 0.11 0.20
Debt Service Coverage Ratios 0.45 1.26 0.99
The debt equity ratio prior to and after issue of the debt security
Before the issue of debt securities 0.15
After the issue of debt securities 0.26
Project cost and means of financing, in case of funding of new projects
N.A.
Management of the Issuer
Vikas Oberoi
Vikas Oberoi is the Chairman and Managing Director of Oberoi Realty Limited. He has been on the Board since
its incorporation. Prior to joining Oberoi Realty Limited, he has worked with various Promoter Group entities
and group companies and has more than three decades of experience in the real estate sector. He has been
recognised as of the “India’s Top Builders of 2017” at the “Construction World Architect and Builder” awards.
He is involved in the formulation of corporate strategy and planning, overall execution and management, and
concentrates on the growth and diversification plans of our Company. He is also on India Advisory Board of the
Harvard Business School.
Saumil Daru
Saumil Daru is the Director – Finance cum Chief Financial Officer and heads the finance and accounts, tax and
secretarial departments. He has been associated with Oberoi Realty since October 2002. He is a qualified
Chartered Accountant. He has also completed the Advanced Management Program from the Harvard Business
School. Prior to joining Oberoi Realty, he was employed with Ernst & Young India Private Limited and has nearly
27 years of experience in tax, accounts and finance.
Private Placement Offer Letter Private and Confidential
FOR PRIVATE CIRCULATION ONLY Serial Number: 01
Name of Investor: Kotak Mahindra Prime Limited
24
Jaswinder Singh Sandhu
Jaswinder Singh Sandhu joined Oberoi Realty in August 2002 and is the Executive Vice President of the
Engineering department. He has been a part of Company’s core team and instrumental in completing Oberoi Mall,
Commerz and Westin Hotel.
Rajendra Chandorkar
Rajendra Chandorkar is the Executive Vice President – Architecture of Oberoi Realty and heads the architecture
department. He has been associated with Oberoi Realty since July 10, 1999. He holds a bachelor’s degree in
Architecture from Sir J. J. College of Architecture. Prior to joining Oberoi Realty, he was employed with
Kalpataru Constructions Overseas Private Limited and has about 22 years of experience.
Arunkumar Kotian
Arunkumar Kotian is the Vice President - Corporate Affairs of the Company and heads the liaison department.
He holds a bachelor’s degree in Commerce from the Mysore University. He has been associated with Oberoi
Realty since July 2003 and he has been associated with Promoter Group since 1990.
Rochelle Chatterjee
Rochelle Chatterjee is the Executive Vice President – Residential Sales and heads the residential sales department.
She has been associated with the Company since January 7, 2010. She holds Bachelor’s Degree in Commerce.
Prior to joining Oberoi Realty, she was employed with Thomas Cook and has over 21 years of experience in
Customer Service.
Unmesh Mayekar
Unmesh Mayekar is the Assistant Vice President – Human Resources & Employee Services of the Company.
Unmesh holds a Full-time Masters Degree from Maharashtra Institute of Labour Studies. Unmesh comes with a
16 year experience in Global Human Resources. He has worked with large and diverse Information technology
companies, Syntel Ltd, Mphasis and Tata Infotech, with a workforce spanning 25,000 to 50,000 professionals
across US, Europe, Asia and Australia. He has witnessed some of the best HR practices and robust HR systems.
Pankaj Pandit
Pankaj Pandit is the Chief Information Officer of the Company. Pankaj holds a Bachelors Degree in Engineering
from Sardar Patel College of Engineering, additionally a course from IIM Ahemdabad on IT Project Management.
He comes with an experience of 28 years with diverse industries like Real Estate, Manufacturing, Chemicals and
IT Services. He has expertise in management of end to end IT function, implementation of applications and Digital
transformation. Prior to joining Oberoi Realty he has been associated with some of the companies like Tata
Housing Development Company, Blue Star Limited, Wipro Infotech Limited to name a few.
Bhaskar Kshirsagar
Bhaskar Kshirsagar is the Company Secretary. He joined Oberoi Realty on November 1, 2007. Prior to joining
Oberoi Realty Limited, he has worked with Puneet Resins Limited and Arihant Capital Markets Limited, and has
approximately 15 years of experience in secretarial functions.
Details of the Directors of the Issuer
Details of the current Directors of the Issuer*
Private Placement Offer Letter Private and Confidential
FOR PRIVATE CIRCULATION ONLY Serial Number: 01
Name of Investor: Kotak Mahindra Prime Limited
25
Sr.
No.
Name and
Designation
of Directors
(DIN)
Occupation Age Address Director of the
Issuer since
Other Directorships
1. Mr. Vikas
Oberoi
Designation:
Chairman
and
Managing
Director
DIN:
00011701
Entrepreneur 51 Plot No. 70, 12th N.
S. Road, JVPD
Scheme, Juhu, Vile
Parle, Mumbai 400
049
May 8, 1998 1. Arrow Flight
Services Private
Limited
2. Beachwood
Properties Private
Limited
3. Evenstar Realty
Private Limited
4. Expressions Realty
Private Limited
5. Incline Realty
Private Limited
6. Integrus Realty
Private Limtied
7. I-Ven Realty
Limited
8. Kingston Property
Services Limited
9. Oberoi
Constructions
Limited
10. Oberoi Estates
Private Limited
11. R.S. Estate
Developers Private
Limited
12. Shrivastsa Realty
Private Limited
13. Siddhivinayak
Realties Private
Limited
2. Ms. Bindu
Oberoi
Designation:
Non-
Independent,
Non-
Executive
Director
DIN:
00837711
Entrepreneur 52 Plot no. 70, 12th N.S.
Road, J.V.P.D
Scheme, Juhu, Vile
Parle (West),
Mumbai - 400 049
December 1,
2006
1. Evenstar Realty
Private Limited
2. Expressions Realty
Private Limited
3. Incline Realty
Private Limited
4. Integrus Realty
Private Limited
5. I-Ven Realty
Limited
6. Kingston Property
Services Limited
7. Oberoi
Constructions
Limited
8. Oberoi Mall Limited
9. Panoramic Beach
Properties Private
Limited
10. Perspective Realty
Private Limited
11. Sight Realty Private
Private Placement Offer Letter Private and Confidential
FOR PRIVATE CIRCULATION ONLY Serial Number: 01
Name of Investor: Kotak Mahindra Prime Limited
26
Sr.
No.
Name and
Designation
of Directors
(DIN)
Occupation Age Address Director of the
Issuer since
Other Directorships
Limited
3. Mr.
Venkatesh
Mysore
Designation:
Independent,
Non-
Executive
Director
DIN:
01401447
Service 61 The Imperial, North
Tower Apartment
4305, BB Nakashe
Marg, Tardeo,
Mumbai 400 034
July 26, 2011 1. Gujarat Sidhee
Cement Limited
2. Knight Riders Sports
Private Limited
3. Meer Foundation
4. Mehta Sports Private
Limited
5. Oberoi Constructions
Limited
4. Mr.
Tilokchand
Ostwal
Designation:
Independent,
Non-
Executive
Director
DIN:
00821268
Chartered
Accountant
65 103 Falcon's Crest,
G.D. Ambekar Marg,
Parel, Mumbai-
400012
December 12,
2007
1. Intas
Pharmaceuticals
Limited
2. Incline Realty
Private Limited
3. ITI Mutual Fund
Trustee Private
Limited
4. Oberoi Constructions
Limited
5. Polycab India
Limited
6. Mankind Pharma
Limited
7. Chamber of Indian
Charitable Trusts
5. Mr. Saumil
Daru
Designation:
Non-
Independent,
Executive
Director
DIN:
03533268
Service 49 A-2301, Oberoi
Woods, Off W. Exp
Highway, Goregaon
East, Mumbai -
400063
May 10, 2014 1. Evenstar Hotels
Private Limited
2. I-Ven Realty Limited
3. Incline Realty
Limited
4. Oberoi Mall Limited
5. Metropark Infratech
and Realty
Developments Private
Limited
6. Perspective Realty
Private Limited
Siddhivinayak
Realties Private
Limited
6. Ms. Tina
Trikha
Designation:
Independent,
Non-
Executive
Director
DIN:
02778940
Business 45 Meadows 9, Al
Thanayah, Post Box
No 900210 Dubai
April 12, 2019 1. Flatiron Consulting
Services Private
Limited
2. Hero MotoCorp
Limited
Private Placement Offer Letter Private and Confidential
FOR PRIVATE CIRCULATION ONLY Serial Number: 01
Name of Investor: Kotak Mahindra Prime Limited
27
Sr.
No.
Name and
Designation
of Directors
(DIN)
Occupation Age Address Director of the
Issuer since
Other Directorships
7. Mr. Karamjit
Singh Kalsi
Designation:
Independent,
Non-
Executive
Director
DIN:
02356790
Business 52 15, Central Park
West, Apartment 5A,
New York, New York
10023
September 12,
2014
Greenoak India
Investment advisors
Private Limited
Name of none of the current directors appear in the RBI defaulter list and/or ECGC default list.
Details of change in directors since last three years
Name Date of
Appointment/
Resignation
Director of the Issuer
Since (In case of
resignation)
Remarks
Ms. Tina Trikha April 12, 2019 - Appointed
Mr. Anil Harish July 24, 2019 September 18, 2009 Resigned
Risk Factors
An investment in Debentures involves a high degree of risk. Investors should carefully consider each of the
following risk factors and all the information set forth in this Offer Letter before making an investment in our
Debentures. The risks and uncertainties described in this section are not the only risks that the Issuer currently
faces. Additional risks and uncertainties not presently known to the Issuer may also have an adverse effect on the
Issuer’s business, results of operations and financial condition. If any particular or some combinations of the
following risks or other risks that are not currently known actually occur, the business prospects, results of
operations and financial condition of the Issuer could be adversely affected. The actual occurrence of such risks
will also affect the trading price of the Debentures and the value of your investment could decline or be lost.
Risk Factors in relation to the Debentures
The security provided by the Company may not be sufficient to cover the obligations arising pursuant
to the Debentures.
The Debentures are secured by way by the security mentioned under the Table set out in the Section
relating to Particulars of the Offer. In the event the security cover falls below the agreed levels, the
Company is required to create charge over additional assets to maintain the required security cover in
relation to the Debentures.
There can be no assurance that the value of the flats mortgaged as part of security will not decrease or
that the Company will be able to sell such flats or effect sale in its other projects in a timely manner or
at all. Any inability of the Company to sell its units or acquire land at attractive prices may adversely
affect its business and prospects and consequently its ability to fulfill its security obligations. There can
be no assurance that the Company will be able to maintain the security during the period that the
Debentures are outstanding or provide additional assets towards security or that such security would be
adequate to cover the obligations of the Company arising pursuant to the issue of the Debentures.
Private Placement Offer Letter Private and Confidential
FOR PRIVATE CIRCULATION ONLY Serial Number: 01
Name of Investor: Kotak Mahindra Prime Limited
28
The management of the Company will have significant flexibility in applying proceeds received from
the Debentures. The fund requirement and deployment have not been appraised by any bank or financial
institution.
The Debentures may not be a suitable investment for all purchasers.
Potential investors should ensure that they understand the nature of the Debentures and the extent of
their exposure to risk, that they have sufficient knowledge, experience and access to professional
advisers to make their own legal, tax, accounting and financial evaluation of the merits and risks of
investment in the Debentures and that they consider the suitability of the Debentures as an investment
in the light of their own circumstances and financial condition.
Taxation
Potential purchasers and sellers of the Debentures should be aware that they may be required to pay
stamp duties or other documentary charges/ taxes in accordance with the laws and practices of India.
Payment and/or delivery of any amount due in respect of the Debentures will be conditional upon the
payment of all applicable taxes, duties and/ or expenses.
Potential Investors should consult their own independent tax advisors. In addition, potential Investors
should be aware that tax regulations and their application by the relevant tax authorities change from
time to time. Accordingly, it is not possible to predict the precise tax treatment which will apply at any
given time.
The Debentures may be Illiquid
It is not possible to predict if and to what extent a secondary market may develop in the Debentures or
at what price the Debentures will be sold or purchased in the secondary market or whether such market
will be liquid or illiquid.
The Issuer may, but is not obliged to, at any time prior to the Redemption Date, purchase the Debentures
at any price in the open market or by tender or private agreement, subject to applicable regulatory
approval, at such terms acceptable to the holders of the Debentures. Any Debentures so purchased may
be held or surrendered for cancellation. The more limited the secondary market is, the more difficult it
may be for holders of the Debentures to realise the value for the Debentures prior to redemption of the
Debentures.
Future Legal and Regulatory Obstructions
Future government policies and changes in laws and regulations in India and comments, statement or
policy changes by any regulator, including but not limited to SEBI, may adversely affect the Debentures.
The timing and content of any new law or regulation are not within the Issuer’s control and such new
law, regulation, comment, statement or policy change could have an adverse effect on the market for
and the price of the Debentures.
Further, SEBI or other regulatory authorities may require clarifications in this Placement Offer Letter,
which may cause a delay in the issuance of the Debentures or may result in the Debentures being
materially affected or even rejected.
Further, the exercise by the Debenture Trustee of the powers and remedies conferred on it under
the Debenture Trust Deed, or otherwise vested in them by law, will be subject to general equitable
Private Placement Offer Letter Private and Confidential
FOR PRIVATE CIRCULATION ONLY Serial Number: 01
Name of Investor: Kotak Mahindra Prime Limited
29
principles, the general supervisory powers and discretion of the Indian courts in the context
thereof and the obtaining of any necessary governmental or regulatory consents, approvals,
authorizations or orders.
Risks in Relation to Indian Market, Economy and Political Situation
Uncertain trading markets.
The Company proposes to list the Debentures on the wholesale debt market (“WDM”) segment of BSE
Limited. The Company cannot assure Debenture holders that a trading market for their Debentures will
ever develop or be maintained.
Many factors independent of the creditworthiness of the Company affect the trading market of the
Debentures. These factors include:
• The time remaining to the maturity of the Debentures
• The outstanding amount of the Debentures
• The redemption features of debentures
• The level, direction and volatility of the market rates generally
Any downgrading in credit rating of the Debentures may affect the value of the Debentures and thus
the Company’s ability to raise further debts.
This Issue has been rated by Credit Analysis & Research Limited as having the credit rating as more
particularly provided in the Cover Page of this Offer Letter. The rating letter is provided in Annexure
1. The Issuer cannot guarantee that these ratings will not be downgraded. Such a downgrade in the
above credit ratings may lower the value of the Debentures and may also affect the Issuer’s ability to
raise further debt.
Receipt of coupon or principal is subject to the credit risk of the Company.
Investors should be aware that the receipt of any coupon payment and principal amount at maturity is
subject to the credit risk of the Company. Any stated credit rating of the Company reflects the
independent opinion of the referenced rating agency as to the creditworthiness of the rated entity but is
not a guarantee of credit quality of the Company. Any downgrading of the credit ratings of the Company
by the rating agency may lower the value of the Debentures.
A slowdown in economic growth in India could cause the Company’s business to suffer.
The Company’s performance and the quality and growth of its assets are necessarily dependent on the
health of the overall Indian economy. Any adverse movement on the factors such as GDP growth,
capital markets, liquidity, etc. will have an adverse impact on the business of the Company. The
performance may also be impacted by political or economic developments and natural disasters like
earthquakes and flood.
Fluctuations in market conditions and increased statutory costs may affect our ability to meet the sale
and construction values and timelines.
Our business depends on the performance of the real estate market in the regions in which we operate,
and may be adversely affected if market conditions deteriorate. Real estate projects take substantial time
Private Placement Offer Letter Private and Confidential
FOR PRIVATE CIRCULATION ONLY Serial Number: 01
Name of Investor: Kotak Mahindra Prime Limited
30
to develop, and we may incur losses if we purchase land at high prices and have to sell or lease our
developed projects during weaker economic periods. Further, the market for property can be illiquid,
and there may be high transaction costs as well as insufficient demand for property at the expected
rental or sale price, which may limit our ability to respond promptly to market events. Any adverse
affect on the demand for, and valuation of, our completed projects, our projects under construction and
our planned projects, may adversely affect our financial condition, the sale and construction values and
timelines.
Real estate developers in India are required to comply with a number of laws and regulations including
those related to payment of stamp duty and registration of property documents. In addition, real estate
developers are required to adhere to a number of tax statutes, including those related to payment of
income tax, property tax, service tax and state government charges and levies. Any changes in these
laws, regulations or policies, particularly statutes related to property tax, service tax or stamp duty, or a
change in interpretation and application, may result in increase in our expenses or require us to revise
our business strategies and plans. The expenditure required in the future to comply with changed
regulatory or taxation requirements may vary substantially from our current and budgeted expenditure.
Political Instability or changes in the Government could delay further Liberalization of the Indian
economy and adversely affect economic conditions in India
Since 1991, successive Indian Governments have pursed policies of economic liberalization. The role
of the Central and State Governments in the Indian economy as producers, consumers and regulators
has remained significant. If there is a slowdown in economic liberalization, or a reversal of steps already
taken, it could have an adverse effect on the debt market which is as such exposed to the risks of the
Indian regulatory and policy regime.
In times of outbreak of war, pandemic like covid-19 etc., smooth functioning of the economy may be
disrupted and may affect the liquidity and interest rates in the economy, which in turn may affect the
value of the Debentures.
Downgrade of India’s sovereign debt rating ay adversely affect our ability to raise debt financing
Any adverse revisions by international rating agencies to the credit ratings of the Indian national
government’s sovereign domestic and international debt may adversely affect our ability to raise
financing by resulting in a change in the interest rates and other commercial terms at which we may
obtain such financing. This could have a material adverse effect on our capital expenditure plans,
business and financial performance. A downgrading of the Indian national government’s debt rating
may occur, for example, upon a change of government tax or fiscal policy, which are outside our control.
Risk Factors in relation to the Issuer
The Company may not hold, or may not be able to prove that it holds, good title to its real estate assets,
and it may not be able to obtain title insurance guaranteeing title or land development rights.
In India, property records do not provide a guarantee of title. Property records in India have not been
fully computerised and are generally maintained and updated manually through physical records of all
land-related documents. This process may take a significant amount of time and result in inaccuracies
or errors. For example, we have identified discrepancies in the land area in revenue records, the area in
title deeds and/or the actual physical area of some of our land. In certain cases, our name may not have
been updated in the land records as owners of the land. It is therefore difficult to obtain and rely on
Private Placement Offer Letter Private and Confidential
FOR PRIVATE CIRCULATION ONLY Serial Number: 01
Name of Investor: Kotak Mahindra Prime Limited
31
accurate and up-to-date property records, which could delay or impede our development or acquisition
activities.
In addition, we may not have good and marketable title to some of our land as a result of non-execution
or non-registration or inadequate stamping of conveyance deeds and other acquisition documents, or
may be subject to, or affected by, encumbrances of which we may not be aware. A portion of land for
which we are seeking to obtain development rights consists of agricultural land. The title to agricultural
land is often fragmented and the land may, in many cases, have multiple owners and claimants who
may not have perfect title to it. The land may also be subject to acquisition proceedings under applicable
laws. Some of our projects are also being executed through joint ventures with third parties who may
not have good and marketable title. Legal disputes in respect of land title can take several years and
considerable expense to resolve if they become the subject of court proceedings and their outcome can
be uncertain. If we or the owners of the land, with whom we enter into joint venture or development
agreements are unable to resolve such disputes with these claimants, we may lose our interest in such
land.
We may not therefore be able to assess or identify disputes, unregistered encumbrances or adverse
possession rights over title to real property in which we have invested or may invest. Failure to obtain,
or to prove that we hold, good title to a particular plot of land may materially prejudice the success of
a development for which that plot is a critical part, may require us to write off expenditures in respect
of that development and may adversely affect our property valuations and prospects. Prospective
investors should note that neither legal counsel to our Company nor to the Book Running Lead
Managers is providing opinions in respect of title to our land.
In certain instances, the consideration for land acquisition is payable on a deferred basis. If we are
unable to make such deferred payment on time, or at all, on our current land reserves or future land
reserves, it would materially or adversely affect our ability to develop such land and may also result in
a failure to realize a profit on our initial investment.
The lands registered in our name may have irregularities in title or irregularities may arise in the future.
In addition, title insurance is not commercially available in India to guarantee title or land development
rights in respect of land. The difficulty of obtaining title insurance in India means that title records
provide only for presumptive rather than guaranteed title, and that we face uninsured risk of loss of
lands we believe we own interests in or have development rights over. The absence of title insurance,
coupled with the difficulties in verifying title to land, may increase our exposure to third-party claims
to the property. We can provide no assurance that we have, or may not be able to prove that we hold,
valid title or rights in respect of all of the land we believe we own or have development rights over and
are unable to insure against such risk.
The Company may not be able to obtain approvals, licenses and permits in a timely manner or at all.
To successfully execute projects and operate the business, the Company is required to obtain statutory
and regulatory approvals, licenses, registration and permits and applications need to be made at
appropriate stages of the projects. There can be no assurance that the Company will receive such
approvals in a timely manner or at all. The Company may encounter material difficulties in fulfilling
any conditions precedent to the approvals received by it or any approvals that it may require in the
future. The Company may also not be able to adapt to new laws, regulations or policies that may come
into effect from time to time with respect to the property industry in general or the particular processes
with respect to the granting of the approvals. If the Company fails to obtain or renew, or experience
Private Placement Offer Letter Private and Confidential
FOR PRIVATE CIRCULATION ONLY Serial Number: 01
Name of Investor: Kotak Mahindra Prime Limited
32
material delays in obtaining or renewing, the requisite governmental approvals, or if any approvals are
suspended or revoked, the schedule of development and the sale of projects could be substantially
disrupted or impeded, which could have a material adverse effect on the business and financial condition
of the Company.
The real estate business is capital intensive and the success of the Company may depend upon its ability
to find funding on acceptable terms.
The real estate business is capital intensive. Further, the actual amount and timing of future capital
requirements may differ from estimates of the Company as a result of, among other things, unforeseen
delays or cost overruns in developing projects, unanticipated expenses and regulatory changes. To the
extent the Company’s capital expenditure requirements exceeds its available resources, it will be
required to seek additional debt or equity financing. Additional debt financing could increase the
interest cost and require the Company to comply with restrictive covenants in the financing agreements.
Additionally, the ability of the Company to obtain additional financing on favourable terms, if at all, is
also dependent on different factors such as the Company’s future financial conditions, terms of any
existing indebtedness and the general market conditions. There can be no assurance that the Company
will be able to raise additional financing on acceptable terms in a timely manner or at all. Its failure to
obtain financing on acceptable terms and in a timely manner could materially and adversely impact the
Company’s business, financial condition and results of operations.
The Company may not be able to successfully identify and acquire suitable land for development, which
may adversely affect its business.
The business of the Company is dependent upon its ability to identify suitable land for development.
Any decision to acquire land which is based on inaccurate or incomplete information could adversely
affect its business. The Company may not be successful in expanding our business and operations.
Any legal proceedings against the Company or its Directors or the Promoter may adversely impact the
operations of the Company.
Any legal proceeding initiated against the Company or its Directors or the Promoter may divert the time
and resources of the management. Further, there can be no assurance that such proceedings initiated in
the future will be decided in the favour of the Company or its Directors or the Promoter. Any adverse
outcome in such proceedings against a Director could have an adverse effect on the ability of the
Director to serve the Company, which may adversely affect the Company. Further, an adverse outcome
may also have an adverse effect on the reputation of the Company or the Promoter and affect its future
business.
Any inability to attract and retain talented professionals may impact its business.
Attracting and retaining talented professionals is an element of the business strategy of the Company.
An inability to attract and retain talented professionals or the resignation or loss of key management
personnel may have an adverse impact on the business and future financial performance.
Dependence on various third parties, including our joint venture partners, contractors and independent
service providers, over whom the Company may have no control
We depend on various third parties, including our joint venture partners, contractors and independent
service providers, over whom we may have no control, for the development of all of our projects. We
Private Placement Offer Letter Private and Confidential
FOR PRIVATE CIRCULATION ONLY Serial Number: 01
Name of Investor: Kotak Mahindra Prime Limited
33
undertake certain projects in cooperation with other real estate development companies or third parties.
Our investments in joint ventures may be exposed to the risk of impairment due to litigation or other
factors that may adversely affect such joint ventures.
Arrangements governing our joint ventures may provide us with only partial control over the operations
of the joint ventures under certain circumstances. Where we are a minority participant in a joint venture,
there may exist inherent potential conflicts of interests with our joint venture partners, who may make
significant decisions without our consent that affect our interests, such as delaying project execution
timetables. Moreover, we may not have entered into agreements with some of our joint venture partners,
contractors and independent service providers. In addition, it may be necessary for us to obtain consent
from a joint venture partner before we can cause the joint venture to make or implement a particular
business development decision or to distribute profits to us or there may be disputes between us and our
joint venture partners, among our joint venture partners or between our joint venture partners and the
land owner or another third party. These and other factors may cause our joint venture partners to act
in a way contrary or conflicting to our interests, or otherwise be unwilling to fulfil their obligations
under our joint venture arrangements, which could have a material adverse effect on our business,
financial condition and results of operation. In addition, our joint venture partners may fail to develop
the rehabilitation portion of the slum rehabilitation projects in accordance with the regulations and
directives of the Slum Rehabilitation Authority (“SRA”) overseeing such projects. In addition, there are
certain encumbrances on the land that is proposed to be developed and our joint venture partners may
not have completed all the formalities required under applicable laws. We may therefore lose part of or
all our development rights over the free-sale portion.
Further, we engage independent architects and construction contractors, who may in turn hire sub-
contractors and other third parties, for the design and construction of all our projects. The success of
our projects therefore depends significantly on the performance of various third parties, including our
contractors and service providers. As we do not control any of our contractors or service providers, we
cannot ensure they perform their obligations and services satisfactorily, to a standard that meets our
requirements or targeted quality levels or that they are not involved in corruption or other improper
conduct in relation to our projects. We may also not be able to recover compensation for any resulting
defective work or materials. We may therefore incur losses as a result of our projects being delayed or
disrupted or having to fund the repair of defective work or pay damages to persons who have suffered
loss as a result of such defective work. We may also be required to incur additional cost or time to
develop our projects, which could adversely affect our business, financial condition and results of
operations.
Our joint venture partners, contractors and service providers may also face financial, legal or other
difficulties, which may affect their ability to continue with the project and consequently, may have a
material adverse effect on our business, financial conditions and results of operations. We may therefore
be required to make additional investments in the joint venture, provide extra funding or become liable
for other obligations, which could result in delays to our projects, reduced profits or, in some cases,
significant losses.
Future legal and regulatory obstructions may adversely affect the financial performance of the
Company and the Debentures.
Future government policies and changes in laws and regulations in India and comments, statements or
policy changes by any regulator, including but not limited to the SEBI or the RBI, may adversely affect
the Debenture, and restrict the Company’s ability to do business. The timing and content of any new
Private Placement Offer Letter Private and Confidential
FOR PRIVATE CIRCULATION ONLY Serial Number: 01
Name of Investor: Kotak Mahindra Prime Limited
34
law or regulation is not within the Company’s control and such new law, regulation, comment,
statement or policy change could have an adverse effect on its business, results of operations and
financial condition. There can be no assurance that the laws governing the real estate section sector will
not change in the future or that such changes or the interpretation or enforcement of existing and future
laws and rules by governmental and regulatory authorities will not adversely affect its business and
future financial performance.
Our business is subject to RERA, which may require more time and cost to comply with
The Government notified RERA in the official gazette on May 1, 2016 and RERA became effective in
May 2017. RERA has been introduced to regulate the real estate industry and to ensure, among others,
imposition of certain responsibilities on real estate developers and accountability toward customers and
protection of their interest. RERA has imposed certain obligations on real estate developers, including
us, such as mandatory registration of real estate projects, not issuing any advertisements or accepting
advances unless real estate projects are registered under RERA, maintenance of a separate account for
amounts realized from each real estate project and restrictions on withdrawal of amounts from such
accounts and taking customer approval for major changes in sanction plan. In addition, we will have to
comply with state-specific rules and regulations which will be enacted by the relevant state government
where our Ongoing projects are or our future or Planned projects may be located, due to the introduction
of RERA. For instance, Maharashtra has issued the Maharashtra Real Estate (Regulation Development)
(Registration of Real Estate Projects, Registration of Real Estate Agents, Rates, of Interest and
Disclosure on Website) Rules, 2017 along with four other Rules.
To ensure compliance with the requirements of RERA, we may need to allocate additional resources,
which may increase our regulatory compliance costs and divert management attention. Further, we may
face challenges in interpreting and complying with the provisions of RERA due to limited jurisprudence
on them. In the event our interpretation of provisions of RERA differs from, or contradicts with, any
judicial pronouncements or clarifications issued by the Government in the future, we may face
regulatory actions or we may be required to undertake remedial steps. Any non-compliance of the
provisions of RERA or such state-specific legislations may result in punishments (including fines or
imprisonment) and revocation of registration of our Ongoing projects, which may have an adverse effect
on our business, operations and financial condition.
Cybersecurity, data security and data privacy breaches may create liability for us, damage our
reputation, and harm our business.
In the ordinary course of business, we have access to and routinely process the personal information of
customers, employees and joint venture partners, while we have programs and measures in place
designed to safeguard this data, and while we have implemented access controls designed to limit the
risk of unauthorized use or disclosure by employees, the techniques used to obtain unauthorized access
to data are complex and changing, and may be difficult to detect for long periods of time. A cyberattack,
disruption intrusion theft or other breach or an inadvertent act by an employee, could result in
unauthorized access to, or disclosure of, confidential data, resulting in civil or criminal penalties, costs
and reputational harm that could materially and adversely affect our business, financial condition and
results of operations. As the cybersecurity landscape evolves, we may find it necessary to make further
investments to protect data and infrastructure, which can be costly.
Data collection and storage are increasingly subject to legislation and regulations in various
jurisdictions and governments and international organizations are increasingly acting to protect the
Private Placement Offer Letter Private and Confidential
FOR PRIVATE CIRCULATION ONLY Serial Number: 01
Name of Investor: Kotak Mahindra Prime Limited
35
privacy and security of personal information. For example, the European General Data Protection
Regulation imposes, amongst other things, obligations on data controllers and provides mechanisms to
safeguard data subjects. Complying with these evolving and varying requirements could require
significant expense and effort. In addition, violations of these laws can result in significant penalties,
claims by regulators or third parties, and damage to our brand and business.
Details of Default in repayment
Details of default, if any, including therein the amount involved, duration of default and present status, in
repayment of:
(a) statutory dues: Nil
(b) debentures and interest thereon: N.A.
(c) deposits and interest thereon: N.A.
(d) loan from any bank or financial institution and interest thereon: Nil
Company Secretary and Compliance Officer of the Issuer
Bhaskar Kshirsagar
Company Secretary and Compliance Officer
Address: Commerz, 3rd Floor, International Business Park, Oberoi Garden City, Off Western Express Highway
Goregaon (East), Mumbai 400 063
Email: [email protected]
Tel No.: +91 22 6677 3333
Fax No.: +91 22 6677 3334
Investors can contact the compliance officer in case of any Pre-Issue or Post-Issue related problems such
as non-receipt of letters of allotment, if any, etc. in the respective beneficiary account or refund orders, etc.
CFO of the Issuer
Saumil Daru
Director Finance cum Chief Finance Officer
Address: Commerz, 3rd Floor, International Business Park, Oberoi Garden City, Off Western Express Highway
Goregaon (East), Mumbai 400 063
Email: [email protected]
Tel No.: +91 22 6677 3333
Fax No.: +91 22 6677 3334
Arrangers of the instrument
Kotak Mahindra Bank Limited
Address: 5th Floor, Plot No. C-27, Bandra Kurla Complex, Bandra (East), Mumbai – 400 051
Contact person: Gaurav Sarayan
Tel: +91 22 6166 0526
Fax: +91 22 6713 2410
Email: [email protected]
Debenture Trustee of the Issue
Axis Trustee Services Limited
Private Placement Offer Letter Private and Confidential
FOR PRIVATE CIRCULATION ONLY Serial Number: 01
Name of Investor: Kotak Mahindra Prime Limited
36
Address: The Ruby, 2nd Floor, SW, 29, Senapati Bapat Marg, Dadar West, Mumbai- 400 028
Email: [email protected]
Tel No.: +91 22 6230 0451
Fax No.: +91 22 6230 0700
The Debenture Trustee for the Debentures being issued under this Issue is Axis Trustee Services Limited and has
given its consent for its appointment as Debenture Trustee to the Issue and inclusion of its name in the form and
context in which it appears in this Offer Letter vide its letter dated September 21, 2020 issued to the Issuer by the
Debenture Trustee and such consent has not been withdrawn as of the time of this Offer Letter. Such declaration
will be mentioned in all subsequent periodical communications sent to the Debenture Holders. The copy of the
consent letter from Axis Trustee Services Limited to act as Trustee for and on behalf of the holders of Debentures
is annexed as Annexure 2 (Consent Letter from Debenture Trustee).
Registrar of the Issue
Link Intime India Private Limited
C 101, 247 Park, L B S Marg, Vikhroli West, Mumbai 400 083
Email id: [email protected]
Tel No.: +91 22 4918 6270
Fax No.: +91 22 4918 6060
Credit Rating Agency of the Issue
CARE Ratings Limited
The Credit Rating Agency has assigned rating of ‘CARE AA+; Negative ’ (Pronounced ‘Double A Plus’, Outlook:
Negative’) to the Debentures vide its letter dated September 25, 2020. Instruments with this rating are considered
to have high degree of safety regarding timely servicing of financial obligations. Such instruments carry very low
credit risk.
The above ratings are not a recommendation to buy, sell or hold Debentures or other securities and investors
should take their own decision. The ratings may be subject to revision or withdrawal at any time by the assigning
rating agencies on the basis of additional information evaluated by the assisting rating agency and each rating
should be evaluated independently of any other rating. Ratings do not comment on the adequacy of market price,
the suitability of any investment, loan or security for a particular investor (including without limitation, any
accounting and/or regulatory treatment), or the tax-exempt nature or taxability of payments made in respect of
any investment, loan or security. The Credit Rating Agency is not your advisor, nor is it providing to you or any
other party any financial advice, or any legal, auditing, accounting, appraisal, valuation or actuarial services. The
rating may be raised, lowered, withdrawn or placed on rating watch due to changes in, additions to, accuracy of,
or the inadequacy of, information or for any other reason the Credit Rating Agency deem sufficient.
Please refer to Annexure 1 (Credit Rating Letter from CARE Rating Limited) of this Offer Letter for a copy of the
credit rating letter dated September 25, 2020.
Auditors of the Issuer
S R B C & CO LLP,
Chartered Accountants
Firm registration no.: 324982E/E300003
12th Floor, The Ruby, 29 Senapati Bapat Marg, Dadar (West), Mumbai - 400 028
Tel: +91 22 6819 8000
S R B C & CO LLP, Chartered Accountants have been auditors of the Issuer since September 19, 2017.
Private Placement Offer Letter Private and Confidential
FOR PRIVATE CIRCULATION ONLY Serial Number: 01
Name of Investor: Kotak Mahindra Prime Limited
37
Details of change in auditor since last three years:
Name Address Date of
appointment/
resignation
Auditor of the
Issuer Since (In
case of
resignation)
Remarks
Nil Nil Nil Nil Nil
Nil Nil Nil Nil Nil
Recognised stock exchange where the debt securities are proposed to be listed
The Debentures are proposed to be listed on the Wholesale Debt Market segment of BSE. The Issuer has obtained
an “in-principle” approval for listing from BSE on September [], 2020. Please refer to Annexure 3 (In-Principle
Listing Approval) for a copy of the in-principle approval.
The details of the BSE are as provided below:
BSE Limited
Phiroze Jeejeebhoy Towers
Dalal Street, Mumbai- 400001
Details of any default in annual filing of the Company under the Companies Act, 2013 or the rules made
thereunder: Nil.
Private Placement Offer Letter Private and Confidential
FOR PRIVATE CIRCULATION ONLY Serial Number: 01
Name of Investor: Kotak Mahindra Prime Limited
38
PARTICULARS OF THE OFFER
Authority for the placement
This private placement of Debentures is being made pursuant to the resolution of the Board of Directors passed at
its meeting held on July 14, 2020, which has approved the placement of Debentures upto Rs. 1500,00,00,000
(Rupees One Thousand Five Hundred Crore only). Further the NCD Committee has passed a resolution dated
September 28, 2020 in respect of issuance of the Debentures.
The present issue of Rs. 500,00,00,000 (Rupees Five Hundred Crores only) is within the general borrowing limits
in terms of Section 180(1)(c) of the Companies Act, 2013.
Security Name 7.85% Secured, Listed, Rated, Redeemable Non-
Convertible Debentures in dematerialised form of the
nominal value of INR 10,00,000 each, aggregating to
not more than INR 500,00,00,000
Issuer Oberoi Realty Limited (‘Oberoi’)
Type of Instrument Secured, Listed, Rated, Redeemable Non-Convertible
Debentures (‘NCDs/Debentures’)
Existing Debentures Debenture dated September 28, 2020
Nature of Instrument The Debentures are secured by way of security created
over the security mentioned below.
Seniority Senior
Mode of Issue Private placement
Eligible Investors • Eligible Financial Institutions and insurance
companies
• Companies
• Eligible Banks
• Non-banking finance companies (NBFCs) and
Residuary NBFCs
• Mutual funds
• Foreign institutional investors
• Foreign portfolio investors as permitted under
the Securities and Exchange Board of India
(Foreign Portfolio Investors) Regulations,
2014
• Provident Funds, Gratuity, Superannuation
and Pension Funds, subject to their Investment
guidelines
Listing ( including name of stock Exchange(s) where
it will be listed and timeline for listing)
Securities issued will be listed at WDM of BSE
Limited within 20 days from the Deemed Date of
Allotment.
Rating of the Instrument CARE AA+; Negative (Pronounced ‘Double A Plus,
Outlook: Negative’) from CARE Ratings Limited
Issue Size INR 500,00,00,000
Option to retain oversubscription (Amount ) Not applicable
Purpose and Objects of the Issue General Corporate purposes including working capital
requirements, repayment of existing debt obligations,
real estate development, cost of construction of
residential projects and / or capital assets including
Private Placement Offer Letter Private and Confidential
FOR PRIVATE CIRCULATION ONLY Serial Number: 01
Name of Investor: Kotak Mahindra Prime Limited
39
Hotel, Mall, etc. and transaction costs. Pending
utilization of Issue proceeds, Issuer shall be at liberty
to invest the temporary surplus of the Issue proceeds
in Permitted Investment/s
Details of the utilisation of the Proceeds Same as above
Coupon Rate 7.85% p.a.
Coupon Servicing/ Frequency Semi Annual
Coupon Type Fixed
Coupon Reset Date At the end of the 3rd year from the Deemed Date of
Allotment (“Coupon Reset Date”).
Coupon Reset Date for all NCDs under this issuance
shall be the date falling on the third anniversary of the
Deemed Date of Allotment
• The issuer shall, at least 90 calendar days
prior to Coupon Reset Date, issue a notice to
Debenture Holders/ Debenture Trustee
intimating the revised coupon rates to be
applicable from the immediately succeeding
Coupon Reset Date (“Coupon Reset
Notice”). If the Issuer fails to issue the
Coupon Reset Notice at least 90 calendar
days prior to relevant Coupon Reset Date,
then it will automatically trigger accelerated
redemption of the Debentures and the Issuer
will need to pay all the outstanding amounts
under the Debentures to the Debenture
Holders on the Coupon Reset Date or any
day falling atleast 7 calendar days prior to
such Coupon Reset Date after providing a
prior notice of 7 calendar days, without
prepayment premium.
• Each Debenture Holder or the Debenture
Trustee (on behalf of each Debenture
Holder) shall convey their acceptance or
suggest an alternate coupon rate applicable
from Coupon Reset Date within 30 calendar
days of receipt of intimation by Debenture
Holders/Debenture Trustee. If any
Debenture Holder/ Debenture Trustee (on
behalf of all Debenture Holders) does not
communicate acceptance or an alternate
coupon rate, the Coupon Rate indicated in
the Coupon Reset Notice shall be deemed to
be rejected by such Debenture Holders.
• If the alternate coupon rate suggested by any
Debenture Holders/Debenture Trustee is
acceptable to Issuer, then the same shall be
applicable from the Coupon Reset Date until
the maturity of the instrument. It is clarified
for the avoidance of doubt that the same
Coupon Reset process (including rates, spread,
effective date, interest rate cap and floor etc).
Private Placement Offer Letter Private and Confidential
FOR PRIVATE CIRCULATION ONLY Serial Number: 01
Name of Investor: Kotak Mahindra Prime Limited
40
Coupon rate shall be payable by the Issuer to
each Debenture Holder across the Issue.
• Further, in case no consensus is reached
between Issuer & any specific Debenture
Holder(s) on the reset Coupon rate to be
applicable from ensuing Coupon Reset Date
up to at least 30 days prior to the Coupon
Reset Date, the Issuer shall redeem the
complete amount of Debentures held by the
said Debenture Holder(s) on the Coupon
Reset Date or any day falling atleast 7
calendar days prior to such Coupon Reset
Date after providing a prior notice of 7
calendar days, without prepayment
premium. For the purpose of clarity, the
Issuer shall have an option to refinance part
of the existing Debenture Holders with fresh
NCDs issued for equivalent outstanding
amount and any superior terms (other than
differential in pricing due to tenor) agreed
with the fresh Debenture Holders shall be
available to the continuing Debenture
holders.
In relation to the above, if any Debenture Holder
does not communicate acceptance or an alternate
coupon within 30 days of receipt of Coupon Reset
Notice by Debenture Trustee, such Debenture
Holder shall be deemed to have rejected to
continue with the Coupon.
Step Up/Step Down Coupon Rate There will be an increase of 0.25% p.a. in the Coupon Rate if
the Credit Rating of the NCDs falls below 'AA' to AA- (AA
minus). For each subsequent notch downgrade, the Coupon
Rate will be further revised upwards by 0.25% p.a. The
increased Coupon Rate shall be effective on and from the date
on which the downgrade / new assignment occurs by any of
the Rating Agencies (whether publicly or privately). At all
times, the revised Coupon Rate shall apply on and from the
date of such revision in credit rating. For subsequent rating
upgrade pursuant to coupon increase post a rating downgrade,
the coupon shall be restored to the original levels as it was
prior to downgrade in rating.
If the rating of the Issuer / Debentures issued by the
Issuer falls to A (rated ‘A’) or lower by any rating
agency, the investor shall have an option of seeking
accelerated redemption.
Coupon payment dates (on the format of dd-mm-
year)
01-10-2020
30-03-2021
30-09-2021
30-03-2022
30-09-2022
30-03-2023
03-10-2023
Private Placement Offer Letter Private and Confidential
FOR PRIVATE CIRCULATION ONLY Serial Number: 01
Name of Investor: Kotak Mahindra Prime Limited
41
02-04-2024
30-09-2024
31-03-2025
01-10-2025
Day Count Basis Interest payable on Debentures will be calculated on
the basis of actual number of days elapsed in a year of
365 or 366 days as the case may be i.e. Actual/Actual
Interest on Application Money To be paid to Investors at the Coupon Rate from the
date of realization of subscription money upto one
calendar day prior to the Deemed Date of Allotment.
Such interest is payable within seven Business Days
from the Deemed Date of Allotment.
Default/Overdue Interest Rate 2.00% p.a. over and above the coupon rate and will
be payable by the Company for the period during
which the default continues.
Tenor /Duration 5 years from the Deemed Date of Allotment.
The expected maturity date has been indicated above,
however, in case of a default, the maturity will stand
extended.
Final Redemption Date 5 years from the Deemed Date of Allotment.
The expected maturity date has been indicated above,
however, in case of a default, the maturity will stand
extended.
Redemption Date(s) Bullet basis on Final Redemption Date
Redemption Amount Principal amount of INR 500,00,00,000
In addition, coupon, default interest and all amounts
payable under the Debentures.
Redemption Premium /Discount N.A
Issue Price At par, i.e., Rs. 10,00,000/- per Debenture
Justification for Issue Price Issuance of Debentures is proposed to be made at par
value
Discount at which security is issued and the effective
coupon as a result of such discount.
N.A
Put Date N.A
Put Price N.A
Call /Voluntary Redemption Date N.A
Call /Voluntary Redemption Price N.A
Private Placement Offer Letter Private and Confidential
FOR PRIVATE CIRCULATION ONLY Serial Number: 01
Name of Investor: Kotak Mahindra Prime Limited
42
Put Notification Time N.A
Call/Voluntary Redemption Notification Time N.A
Face Value INR 10,00,000/- per Debenture
Minimum Application and in multiples of 10 Debt
securities thereafter
INR 1 Crores and multiples of 10 thereafter
Issue Timing
1. Issue Opening Date
2. Issue Closing Date
3. Pay In Date
4. Deemed Date of Allotment
September 30, 2020
September 30, 2020
October 01, 2020
October 01, 2020
Issuance mode of the Instrument Dematerialised form only
Trading mode of the Instrument Dematerialised form only
Settlement mode of the Instrument Electronic clearing services (ECS), Real Time Gross
Settlement (RTGS), direct credit or national electronic
fund transfer (NEFT).
Depository NSDL and/or CDSL, as the case may be
Business Day Convention Should the coupon payment date fall on a day other
than Business Day, the next Business Day shall be
considered as the effective date(s) for that payment.
The interest payable shall be adjusted due to the
payment being made on the next working day.
If the redemption date falls on a day other than
Business Day, the previous Business Day shall be
considered as effective date for that payment.
Record Date 15 days prior to the due date
Security (where applicable) (Including description,
type of security, type of charge, likely date of creation
of security, minimum security cover, revaluation,
replacement of security interest to the debenture
holder over and above the coupon rate as specified in
the Trust Deed and disclosed in the Offer Document)
and guarantees
1. Charge by way of Mortgage Flats
2. Charge on all receivables from Mortgage Flats as
mentioned above as well as receivables from certain
identified units in Exquisite and Esquire (as more
particularly mentioned under the Debenture Trust
Deed) sold till date and on the escrow account for
collection of the receivables
Security created as per Point 1 & 2 shall provide a
minimum cover of 1.0X of the outstanding Debentures
for the tenure of the Debentures.
3. Charge by way of mortgage on Thane Land (along with
all appurtenant FSI to the extent of such area as may
be identified in the Debenture Trust Deed) or any
other security acceptable to Debenture Trustee /
Debenture Holders to ensure a maximum cover of
0.5X of the outstanding Debentures for the tenure of the
Debentures.
Private Placement Offer Letter Private and Confidential
FOR PRIVATE CIRCULATION ONLY Serial Number: 01
Name of Investor: Kotak Mahindra Prime Limited
43
4. Minimum security cover of 1.50X as a
combination of Points 1, 2 & 4 as stipulated
above, to be maintained at all times.
5. Security cover to be tested at periodic intervals as
stipulated by investor / trustee.
6. Security to be created in favor of Debenture
Trustee within 60 days from the Deemed Date of
Allotment.
All such security as provided above shall be charged
for the benefit of the Trustee/ Debenture Holders (on
a pari passu basis) and such pari passu charge shall be
with the charge proposed to be created for Existing
Debentures (the principal amount of which, together
with the principal amount of the Debentures under this
issuance, shall not exceed 698 crores at any point in
time). No other charge, other than as mentioned
above, can be created by the Company. Issuer may be
required to add additional security acceptable to
majority Debenture Holders, to meet asset cover
requirements, as may be required from time to time in
case of breach of cover. Undated cheque for
repayment of entire liability in favour of Debenture
Trustee, as and when demanded by the
Trustee/Investors.
Security monitoring mechanism: Though market
value of the security will be tested on annual basis, the
security cover as stipulated above shall be tested on
quarterly basis during the entire tenure of the
Debenture (updated data & calculations to be
provided by the Issuer within five Business Days after
quarter-end).
The following shall be reckoned for security
computation –
Value of Net Receivables plus Value of Mortgage
Flats plus Value of Thane Land (once mortgaged
and if applicable) plus amounts lying in the
Escrow account charged to the Trustee plus
amounts lying in permitted investments charged
to the Trustee, where
• Value of Net Receivables = Value of
receivables from the identified units sold in
Exquisite and Esquire as on date of
computation plus agreement value of
Mortgage Flats sold less consideration to the
extent already received
• Value of Mortgage Flats = Market value of
the mortgaged identified unsold flats basis
the last valuation report provided.
• Value of Mortgaged land at Thane basis the
last valuation report provided
• The minimum-security cover of 1.50 X can
be provided through either value of
Receivables or Value of mortgaged area or a
combination of both in the proportion
prescribed above.
Private Placement Offer Letter Private and Confidential
FOR PRIVATE CIRCULATION ONLY Serial Number: 01
Name of Investor: Kotak Mahindra Prime Limited
44
Charge / Security to be created in favour of Debenture
Trustee within 60 calendar days from the deemed date
of allotment.
▪ Security Cover shall be calculated as A / B where
o A is calculated as ‘Value of Net
Receivables plus Value of Mortgage
Flats plus Value of Thane Land (if
mortgaged and if applicable) plus
amounts lying in the Escrow account
charged to the Trustee plus amounts
lying in permitted investments charged
to the Trustee
o B is sum of the latest principal
outstanding amount and accrued interest
of the total Debentures outstanding
against the Security assets (Rs. 698
Crore).
The Mortgage Flats can be released and alternate flats
from the same project/s of equivalent or higher value
can be mortgaged by the Company and the Debenture
Trustee can permit the same to be done without any
specific approval / consent from the Debenture
Holders.
Delay in listing (i) The Issuer undertakes to get the Debentures
listed on the BSE within 20 days from the
Deemed Date of Allotment. In case if the
Debentures are not listed within 20 days of
Deemed Date of Allotment for any reason
whatsoever, then the Issuer shall immediately
redeem/ buy back the Debentures only from
those Debenture holders for whom applicable
regulations including RBI/2011-12/423
A.P.(DIR Series) Circular No. 89 dated March
1, 2012 issued by the Reserve Bank of India do
not permit holding to-be listed debt securities if
listing is not done within said 20 days, and in
such an eventuality the Issuer shall reimburse
such Debenture holders for reasonable costs
and expenses including all accrued interest,
liquidity costs, hedge costs or other break costs,
as determined by such Debenture holders, that
the Debenture holders may have incurred for
the investment.
(ii) In case of delay in listing of the debt securities
which is not required to be redeemed/bought
back, as mentioned above, beyond 20 days
Private Placement Offer Letter Private and Confidential
FOR PRIVATE CIRCULATION ONLY Serial Number: 01
Name of Investor: Kotak Mahindra Prime Limited
45
from the Deemed Date of Allotment, the Issuer
will pay penal interest of 1% p.a. from the
expiry of 30 days from the Deemed Date of
Allotment till the listing of such debt securities
to the Debenture Holders.
Additional Covenants (a) Security Creation: In case of delay in
execution of the Debenture Trust Deed
beyond the time periods specified above, the
Issuer will pay penal interest at 2% p.a. till
these conditions are complied with at the
option of the Debenture Holders
(b) Default in payment: In case of default in
payment on due dates on any unpaid sum in
respect of the Debentures or which is
otherwise due but unpaid, under the
Debenture Documents, additional interest of
at least 2% will be payable by the Issuer for
the defaulting period.
(c) Delay in listing:
(i) The Issuer undertakes to get the Debentures
listed on the BSE within 20 days from the
Deemed Date of Allotment. In case if the
Debentures are not listed within 20 days of
Deemed Date of Allotment for any reason
whatsoever, then the Issuer shall immediately
redeem/ buy back the Debentures only from
those Debenture holders for whom applicable
regulations including RBI/2011-12/423
A.P.(DIR Series) Circular No. 89 dated
March 1, 2012 issued by the Reserve Bank of
India do not permit holding to-be listed debt
securities if listing is not done within said 20
days, and in such an eventuality the Issuer
shall reimburse such Debenture holders for
reasonable costs and expenses including all
accrued interest, liquidity costs, hedge costs
or other break costs, as determined by such
Debenture holders, that the Debenture
holders may have incurred for the investment.
(ii) In case of delay in listing of the debt securities
which is not required to be redeemed/bought
back, as mentioned above, beyond 20 days
from the Deemed Date of Allotment, the
Issuer will pay penal interest of 1% p.a. from
the expiry of 30 days from the Deemed Date
of Allotment till the listing of such debt
Private Placement Offer Letter Private and Confidential
FOR PRIVATE CIRCULATION ONLY Serial Number: 01
Name of Investor: Kotak Mahindra Prime Limited
46
securities to the Debenture Holders.
(d) Minimum 75% of all cash flows generated
out of assets which are subject to the Security
Interest shall be first utilized towards
payment of applicable and due Coupon /
interest amounts then towards principal debt
obligations of the Issuer in respect of the
Debentures against the proposed issue on
30th September, 30th December, 30th March
and 30th June of each calendar year, starting
from 30th December, 2020. Adjustment
amounts shall be applied towards early
redemption of principal amount of Existing
Debentures and shall be minimum Rs. 3.96
Crore (and in multiples thereof). After entire
Existing Debentures are redeemed, the
adjustments shall be towards early
redemption of the Debentures and such
redemption amounts shall be minimum INR
5.00 crores and in multiples thereof.
(e) In the event that the achieved security cover
falls below 1.50X and Company is unable to
create such charge for whatever reason,
within 15 calendar days of date of
determination of such an event, then the
Debenture holder/Trustee has an option to
seek accelerated redemption within 30
calendar days from expiry of the aforesaid 15
calendar days, to the extent required to ensure
achievement of security cover of 1.50X on
the outstanding amounts.
(f) If the rating of the Issuer / Debentures issued
by the Issuer falls to A (‘rated A’) or any
lower by any rating agency, the investor shall
have an option of seeking accelerated
redemption.
(g) ‘Oberoi’ name" shall remain part of Issuer's
name during tenor of the Issue. In case
promoter wishes to change the name without
‘Oberoi’ in the name, issuer shall inform
Debenture Holders. In case name change is
not acceptable to Debenture Holders, the
Debenture Holders shall have the option to
require the Company to redeem their
respective Debentures
(h) In case of any acceleration event mentioned
Private Placement Offer Letter Private and Confidential
FOR PRIVATE CIRCULATION ONLY Serial Number: 01
Name of Investor: Kotak Mahindra Prime Limited
47
under paragraph (e) to (g) above, the
Company to make a payment within 30
calendar days from the date of exercise of
acceleration option by Debenture holders.
(i) Consolidated Debt Equity ratio should not
exceed 0.90 during the term of the
Debentures.
(j) Prepayment Premium of 1.00% p.a. on
amounts prepaid except prepayments by way
cash sweep from the sale of secured assets.
(k) Relevant taxes, duties and levies are to be
borne by the Issuer. All charges / fees and any
amounts payable under this Debentures by
the Issuer to the Debenture Trustee as
mentioned herein do not include any
applicable taxes, levies including service tax
etc. and all such impositions shall be borne by
the Issuer additionally. All stamp duty and
documentation fees/charges etc. in respect of
the NCDs shall be borne by the Issuer.
Without prejudice to any arrangement or
writing whatsoever, all costs, charges,
expenses etc., payable in respect of the
creation of Security if any, either by the Issuer
or any other Security Provider shall be borne
and paid by the Issuer.
(l) Any other terms and conditions as more
particularly agreed between the parties in the
Debenture Trust Deed.
Debenture Documents Means the Transaction Documents.
Representations and warranties Representations and warranties appropriate for the
issue of such nature, including but not limited to:
(i) Status, binding obligation, power and
authority
(ii) No-conflict with charter documents, other
obligations, other agreements
(iii) Validity and admissibility evidence
(iv) No insolvency proceedings or any analogous
proceedings
(v) No misleading information
(vi) No material proceeds pending
(vii) No material adverse change
(viii) Compliance with applicable law
(ix) Confirmation of legal & technical clearance
on Security
(x) Transaction documents, disclosure and other
documents
Private Placement Offer Letter Private and Confidential
FOR PRIVATE CIRCULATION ONLY Serial Number: 01
Name of Investor: Kotak Mahindra Prime Limited
48
(xi) No event of default or potential event of
default under the Transaction Documents or
any other documents
(xii) Documents provided in full force and effect
(xiii) No existing encumbrances and clear,
exclusive and valid title to the assets proposed
to be secured (upon the execution of the
conveyance deed by the authority in favour of
the Issuer)
(xiv) No taxes due and payable
(xv) Tax proceedings
(xvi) No directors in the list of willful defaulters
(xvii) No immunity
(xviii) No outstanding litigations
(xix) No unpublished price sensitive information
provided and compliance with insider trading
regulations
(xx) Compliance with anti-money laundering,
anti-bribery and corruption and anti-terrorism
financing laws, sanctions
(xxi) No moratorium
(xxii) No composition, compromise,
arrangement
(xxiii) No merger, demerger, scheme of
arrangement, reconstruction, rearrangement
without prior written consent from Debenture
Holders.
The Issuer represents and warrants on the date of the
offer letter and on each date thereafter until settlement
of Debentures:
(i) The Promoter holds atleast 51% of equity
share capital in the Issuer (taken on a fully
diluted basis)
(ii) The Promoter has the ability to appoint
majority of the directors of the Board of
Directors of the Issuer
(iii) The Promoter has ability to control and direct
the business operations and functioning of
the Company
(iv) The Promoter holds (directly or indirectly)
minimum 51% unencumbered stake in
Company.
Conditions Precedent to Disbursement • The Issuer shall have obtained all necessary board
/ shareholder resolutions under the provisions of
the Companies Act, 2013 as are required in
relation to the issue of the Debentures, provision
of security, the appointment of the Debenture
Trustee and the execution of the Transaction
Documents and other necessary documents in
connection therewith
• Execution of all relevant Transaction Documents
• Certified Copy of Memorandum & Articles of
Association of the Issuer
• Credit Rating Letter from CARE ratings
Private Placement Offer Letter Private and Confidential
FOR PRIVATE CIRCULATION ONLY Serial Number: 01
Name of Investor: Kotak Mahindra Prime Limited
49
• Any other permissions / NOCs from statutory
authorities required for creation & perfection of
Security in favour of Trustee.
• Appointment of Debenture Trustee
• Appointment of Registrar & Transfer Agent
• Appointment of Lender Legal Counsel (“LLC”)
• Copy of in-principle listing approval from
Bombay stock exchange for the NCDs
• Valuation report from one agency of repute
• Completion of all KYC related and other
requirements as required by the Account Bank
• Filing of the resolution of the board of
directors/shareholders with the ROC
• Confirmation from authorized signatories of the
Issuer confirming:
o No Event of Default has occurred and is
continuing and no such event or
circumstance will result as a
consequence of the Issuer performing
any obligation contemplated under the
transaction documents.
o There is no material adverse effect and
there are no circumstances existing
which could give rise, with the passage
of time or otherwise, to a material
adverse effect on the Issuer
o Proceeds of the debentures shall be
utilised in accordance with the
Transaction Documents
o the Issuer is and will be, after issuance
of the NCDs, in full compliance with all
provisions of the Transaction
Documents, its Charter, any document
to which it is a party or by which it is
bound, and any laws applicable to it.
o the issuance of the NCDs or the creation
of the security in relation to the NCDs in
accordance with the Transaction
Documents, would not cause any
borrowing or any other limit binding on
the Issuer to be breached (including
without limitation the limits set out
under Section 180(1)(a) and the Section
180(1)(c) of the Companies Act, 2013)
Such other conditions as may be specified in the
Debenture Trust Deed (and until its execution, such
other conditions as may be agreed between the parties)
Condition Subsequent to Disbursement • Creation and perfection of security in favour of
Trustee within 60 days of Deemed Date of
Allotment
• Final NOC & release letter from existing lender
against Secured Asset within 30 days of the
Deemed Date of Allotment
• Final listing approval within 20 days from the
Deemed Date of Allotment
Private Placement Offer Letter Private and Confidential
FOR PRIVATE CIRCULATION ONLY Serial Number: 01
Name of Investor: Kotak Mahindra Prime Limited
50
• End Use certificate certified by a Chartered
Accountant within 7 days of utilization of
proceeds
• Submission of clear title search report to the
Debenture Trustee
• Satisfactory legal opinion from the LLC
• Such other conditions as may be specified in the
Debenture Trust Deed
Events of Default Events of Default set out in Table above along with
the following:
• Non-payment of coupon or face value on the due
date.
• Breach of any covenants which is material in
nature as described in the term sheet and/or the
Debenture Trust Deed
• Failure to create, perfect security in accordance
with Transaction Documents
• Breach of any material representations and
warranties as described in the term sheet and/or
Debenture Trust Deed
• Misrepresentation
• Insolvency and Insolvency proceedings
• Moratorium on external indebtedness
• Judgments, creditors’ process having material
adverse impact on the Issuer as described in the
Debenture Trust Deed.
• Willful defaulter list
• Material Litigation
• Nationalisation or expropriation
• Security in jeopardy
• Cessation of business
• Breach of security cover and failure to create
additional security
• Cross default – If any entity in the group has
received a default notice from the respective
lender/investor
• Change of control
• Withdrawal or Suspension of credit rating
• Appointment of a liquidator, receiver,
Private Placement Offer Letter Private and Confidential
FOR PRIVATE CIRCULATION ONLY Serial Number: 01
Name of Investor: Kotak Mahindra Prime Limited
51
administrative receiver, administrator,
compulsory manager, provisional supervisor or
other similar officer in respect of the Company
or the Security Provider
• Enforcement of any security over any material
assets of the Company
• Any application has been filed or proceedings
have been initiated against the Company and/or
Security Provider by any creditor or any other
entities under IBC
Provisions related to Cross Default Clause As mentioned above
Role and Responsibilities of Debenture Trustee As per SEBI (Debenture Trustee) Regulations, 1993,
SEBI (Issue and Listing of Debt Securities)
Regulation, 2008, Companies Act, the simplified
listing agreement(s), each as amended from time to
time).
Governing Law and Jurisdiction Laws of India and the exclusive jurisdiction of courts
and tribunals of Mumbai.
Account Mechanisms The Issuer will open a designated account with
Account Bank which shall be used to disburse the
Debentures till its utilization and for deposit of all
cash inflows of the Receivables and cashflows of the
secured assets.
The mechanism of debt servicing shall be followed
as per the below steps:
a) Interest / Coupon and principal due shall be
funded in the Escrow Account on T- 3
Business Days; T day being the due date for
interest / principal servicing
b) In case the account is not funded on T-3
business days by the Company; the
Debenture Trustee shall have the right to
invoke the security.
Illustration of Bond Cash Flows
As per the SEBI Circular No. CIR/IMD/DF/18/2013 dated October 29, 2013, the cash flows emanating from the
Debentures are mentioned below by way of an illustration.
This calculation is based on the assumption that the Deemed Date of Allotment will be on October 01, 2020 and
the scheduled redemption date is a Business Day and is merely illustrative. If there is a change in the Deemed
Date of Allotment, calculations will change accordingly.
Company Oberoi Realty Limited
Face Value (per security) INR 10,00,000 per Debenture
Issue Date/Date of Allotment Issue open and closes on September 30, 2020
Private Placement Offer Letter Private and Confidential
FOR PRIVATE CIRCULATION ONLY Serial Number: 01
Name of Investor: Kotak Mahindra Prime Limited
52
Deemed date of Allotment -October 01, 2020
Coupon Rate 7.85% p.a.
Redemption Date 5 years from Deemed Date of Allotment/ Date of
Allotment.
Frequency of the Interest Payment with specified
dates
Semi annually.
Day Count Convention Actual/Actual
Date Day Cash flows No. of days in coupon
period
Amount (in Rupees)
01-10-
2020
Thursday Face value of
subscription
(10,00,000)
30-03-
2021
Tuesday Coupon 180 38,712
30-09-
2021
Thursday Coupon
184
39,573
30-03-
2022
Wednesday Coupon
181
38,927
30-09-
2022
Friday Coupon
184
39,573
30-03-
2023
Thursday Coupon
181
38,927
03-10-
2023
Tuesday Coupon 187 40,108
02-04-
2024
Tuesday Coupon
182
39,036
30-09-
2024
Monday Coupon 181 38,927
31-03-
2025
Monday Coupon
182
39,142
01-10-
2025
Wednesday Coupon 184 39,573
01-10-
2025
Wednesday Principal
Repayment
10,00,000
If the security is backed by a guarantee or letter of comfort or any other document / letter with similar
Private Placement Offer Letter Private and Confidential
FOR PRIVATE CIRCULATION ONLY Serial Number: 01
Name of Investor: Kotak Mahindra Prime Limited
53
intent, a copy of the same shall be disclosed. In case such document does not contain detailed payment
structure (procedure of invocation of guarantee and receipt of payment by the investor along with
timelines), the same shall be disclosed in the Offer Letter.
N.A.
Debenture redemption reserve
N.A. In terms of Rule 18(7)(b)(iii) of Companies (Share Capital and Debentures) Rules, 2014 as amended by
Companies (Share Capital and Debentures) Amendment Rules, 2019 notified on August 16, 2019, Debenture
Redemption Reserve is not required in case of debentures of listed companies.
Issue Schedule
Issue opens on September 30 , 2020
Issue closes on September 30 2020
Pay In Date October 01, 2020
Deemed Date of Allotment October 01, 2020
Note: In the case of full subscription to the Issue Amount, the Issuer may at its own discretion, close the Issue
earlier than the date mentioned hereinabove.
Name and address of the valuer who performed valuation of the security offered along with the report of
the valuer
As this is an issuance of Debentures at par value, there is no valuation for this Issue.
Details of contribution made by the promoters or directors either as part of the Issue or separately in
furtherance of the Objects of the Issue
N.A.
Principal terms of the assets charged as security, if any
The Debentures issued by the Issuer shall be secured by way of security created over The Security mentioned in
the table above.
Notwithstanding anything contained in this Offer Letter, the terms of the terms of the Debenture Trust Deed
executed or to be executed in respect of the Debentures will prevail in case of any inconsistency.
Private Placement Offer Letter Private and Confidential
FOR PRIVATE CIRCULATION ONLY Serial Number: 01
Name of Investor: Kotak Mahindra Prime Limited
54
DISCLOSURE WITH REGARD TO THE INTEREST OF DIRECTORS, LITIGATION ETC.
(a) Any financial or other material interest of the directors, promoters or key managerial personnel in the
offer and the effect of such interest in so far as it is different from the interests of other persons.
N.A.
(b) Details of any litigation or legal action pending or taken by any Ministry or Department of the
Government or a statutory authority against any promoter of the offeree company during the last three
years immediately preceding the year of the circulation of the offer letter and any direction issued by
such Ministry or Department or statutory authority upon conclusion of such litigation or legal action shall
be disclosed
Nil.
(c) Remuneration of directors (during the current year and last three financial years)
(Rs. In Lakh)
Name of Director 2020-21 2019-20 2018-19 2017-18
Mr. Vikas Oberoi 0.00 0.00 0.00 0.00
Ms. Bindu Oberoi - - - -
Mr. Venkatesh Mysore 0.95 15.20 14.75 13.75
Mr. Tilokchand Ostwal 0.95 15.20 15.40 15.40
Mr. Saumil Daru 49.65 324.96 199.61 628.51
Ms. Tina Trika@ 0.85 14.20 - -
Mr. Karamjit Singh Kalsi 0.50 0.50 0.50 11.50
Mr. Anil Harish* - - 15.50 15.00
Including sitting fee wheresoever payable.
@ appointed w.e.f. April 12, 2019.
* resigned w.e.f. July 24, 2019.
(d) Related party transactions entered during the last three financial years immediately preceding the year of
circulation of offer letter including with regard to loans made or, guarantees given or securities provided:
As provided under the Annexure 8
(e) Summary of reservations or qualifications or adverse remarks of auditors in the last five financial years
immediately preceding the year of circulation of offer letter and of their impact on the financial
statements and financial position of the company and the corrective steps taken and proposed to be taken
by the company for each of the said reservations or qualifications or adverse remark:
No reservations or qualifications or adverse remarks from auditors in the last five financial years (namely
FY 2019-2020, FY 2018-2019, FY 2017-2018, FY 2016-2017 and FY 2015-2016).
(f) Details of any inquiry, inspections or investigations initiated or conducted under the Companies Act or
any previous company law in the last three years immediately preceding the year of circulation of offer
letter in the case of company and all of its subsidiaries. Also if there were any prosecutions filed (whether
pending or not) fines imposed, compounding of offences in the last three years immediately preceding
the year of the offer letter and if so, section-wise details thereof for the company and all of its subsidiaries
Notices
1. The Issuer has received a letter dated May 14, 2018 from the Ministry of Corporate Affairs (the
“Notice 1”) regarding their observation that the Issuer having more than two layers of
subsidiaries which requires certain form filing to be made by the Issuer which have not been
made, which may be held to be in contravention of the Companies (Restriction on number of
Layers) Rules, 2017. The Issuer has responded to the Notice 1 by way of its letter dated June 8,
2018 providing necessary clarifications that our Company does not have more than two layers
of subsidiaries.
Private Placement Offer Letter Private and Confidential
FOR PRIVATE CIRCULATION ONLY Serial Number: 01
Name of Investor: Kotak Mahindra Prime Limited
55
2. The Issuer has received a call for information through a letter dated May 25, 2018 by the
Ministry of Corporate Affairs (the “Letter 1”) requiring the Issuer to submit certain information
and documents due to alleged non-compliance by the Issuer in respect of the amount spent on
corporate social responsibility activities in the Financial Year ended 2016 as required under
Section 135 of the Companies Act. The Issuer has responded to the Letter 1 by way of its letter
dated June 13, 2018 providing necessary information sought from the Issuer in respect of the
amount spent on corporate social responsibility activities in the Financial Year ended 2016.
In furtherance to the Issuer’s response dated June 13, 2018, the Ministry of Corporate Affairs
vide an email dated February 12, 2019 (the “Letter 2”) requiring the Issuer to submit further
information and documents in connection with the spending on corporate social responsibility
activities in the Financial Year ended 2016. The Issuer has responded to the Letter 2 by way of
its letter dated February 27, 2019 providing clarifications and information.
3. The Issuer has received a call for information through a letter dated August 30, 2018 by the
Investor Education and Protection Fund Authority (IEPF), Ministry of Corporate Affairs (the
“Letter 3”) requiring the Issuer to submit certain information and documents relating to transfer
of amounts of unpaid/ unclaimed dividends to IEPF, transfer of shares to IEPF, filings of various
forms with IEPF, etc. pertaining to financial year 2005-06 to 2016-17. The Issuer has responded
to the Letter 3 by way of its letter dated September 28, 2018 providing necessary information
and documents.
4. Oberoi Mall Limited (“OML”, a subsidiary of the Issuer) has received a call for information
through an email dated December 3, 2018 by the Ministry of Corporate Affairs (the “Letter 4”)
requiring OML to provide details in relation to compliance of provisions relating to corporate
social responsibility for the Financial Year 2015-16. OML has provided the required details by
filing of eForm CFI (CSR) on December 13, 2018 on website of Ministry of Corporate Affairs.
5. The Issuer has received a letter dated December 5, 2018 from the Ministry of Corporate Affairs
(the “Notice 2”) requiring the Issuer to submit information/ clarification on certain points with
respect to the initial public offer of the Issuer, Financial Statements, Prospectus, etc. The Issuer
has responded to the Notice by way of its letter dated January 3, 2019 providing necessary
information, clarifications, and documents.
6. Oberoi Constructions Limited (“OCL”, a subsidiary of the Issuer) has received a call for
information through an email dated March 8, 2019 by the Ministry of Corporate Affairs (the
“Letter 5”) requiring OCL to provide details in relation to compliance of provisions relating to
corporate social responsibility for the Financial Year 2015-16. OCL has provided the required
details by filing of eForm CFI (CSR) on March 15, 2019 on website of Ministry of Corporate
Affairs.
7. The Issuer has received a letter dated May 10, 2019 from the Ministry of Corporate Affairs (the
“Notice 3”) requiring the Issuer to obtain registration on the Trade Exchange Receivable
Discounting System. The Issuer has responded to the Notice 3 by way of its letter dated May
29, 2019 providing necessary information and documents.
8. The Issuer has received a letter dated September 3, 2019 from the Ministry of Corporate Affairs
(the “Notice 4”) requiring the Issuer to submit information/ communication with respect to the
income tax department’s search and seizure operations at the premises of the Issuer. The Issuer
has responded to the Notice 4 by way of its letter dated September 29, 2019 providing the
necessary information.
9. The Issuer has received a letter dated September 4, 2020 from the Ministry of Corporate Affairs
(the “Notice 5”) regarding certain complaints made against the Issuer. The Issuer has responded
to the Notice 5 by way of its letter dated September 12, 2020 clarifying that the Issuer had in
past already submitted its reply on the said complaints.
(g) Details of acts of material frauds committed against the company in the last three years, if any, and if so,
Private Placement Offer Letter Private and Confidential
FOR PRIVATE CIRCULATION ONLY Serial Number: 01
Name of Investor: Kotak Mahindra Prime Limited
56
the action taken by the company.
Nil
Private Placement Offer Letter Private and Confidential
FOR PRIVATE CIRCULATION ONLY Serial Number: 01
Name of Investor: Kotak Mahindra Prime Limited
57
FINANCIAL POSITION OF THE ISSUER
Capital structure of the Issuer
As on September 30, 2020, the authorized share capital of the Issuer is Rs. 4,25,00,00,000 and the issued,
subscribed and paid-up share capital is Rs. 3,63,60,22,370.
The capital structure of the Issuer as on the date of this Offer Letter is provided below:
Particulars Amount (INR) Number of Securities
Authorised Share Capital
Equity shares 4,25,00,00,000 42,50,00,000
Issued, Subscribed Share Capital
Equity shares 3,63,60,22,370 36,36,02,237
Preference shares - -
Issued, Subscribed and Paid-Up Share
Capital
Equity shares 3,63,60,22,370 36,36,02,237
Preference shares - -
Size of Present Issue
Non Convertible Debentures Issue of debentures of face value of
Rs. 10,00,000 each aggregating to Rs.
500,00,00,000
5000
Issued Non Convertible Debentures* 198,00,00,000 1,980
Paid-up Share Capital after the Issue
Equity shares 3,63,60,22,370 36,36,02,237
Preference shares - -
Paid-up Share Capital after the conversion
of any convertible instruments
Equity shares 3,63,60,22,370 36,36,02,237
Preference shares - -
Share Premium Account before the Issue@ 28,35,98,74,404
Share Premium Account after the Issue 28,35,98,74,404
@ as on March 31, 2020.
*allotted as on September 28, 2020
As on the date of this Offer Letter, the Issuer has no convertible instruments outstanding.
Changes in its capital structure as on last quarter end, for the last five years, i.e. since April 1, 2015
Date/ period of
allotment
Number of
Equity
Shares
issued
Face
value
(₹)
Issue
price (₹)
Consideration Reasons/ mode of allotment
July 20, 2015 1,10,00,000 10 295 Cash Preferential Allotment to Aranda
Investments (Mauritius) Pte.
Ltd.
Quarter ended
June 30, 2015
37,834 10 260 Cash Allotment pursuant to the
exercise of stock options
Quarter ended
December 31,
2015
27,566 10 260 Cash Allotment pursuant to the
exercise of stock options
Quarter ended
March 31, 2016
476 10 260 Cash Allotment pursuant to the
exercise of stock options
Quarter ended
June 30, 2016
59,104 10 260 Cash Allotment pursuant to the
exercise of stock options
Quarter ended
September 30,
17,656 10 260 Cash Allotment pursuant to the
exercise of stock options
Private Placement Offer Letter Private and Confidential
FOR PRIVATE CIRCULATION ONLY Serial Number: 01
Name of Investor: Kotak Mahindra Prime Limited
58
2016
Quarter ended
December 31,
2016
36,505 10 260 Cash Allotment pursuant to the
exercise of stock options
Quarter ended
March 31, 2017
1,18,316 10 260 Cash Allotment pursuant to the
exercise of stock options
Quarter ended
June 30, 2017
66,811 10 260 Cash Allotment pursuant to the
exercise of stock options
June 21, 2018 2,40,00,000 10 500 Cash Qualified Institutions Placement
• The Issuer is a listed company and the details have been provided accordingly.
Equity Share Capital History of the Issuer
Date/
Period
No. of Shares
allotted
Face
Value
per
share
(INR)
Issue
price
(INR)
Considera
tion
cash/other
than cash
Nature of
allotment
Cumulative Remark
No. of
Equity
shares
Equity
share
capital
Equity share
premium
(INR) (INR in Lakh)
May 8,
1998
300 10 10 Cash Allotment to
initial
subscribers to
the
Memorandum of
Association
300 3,000 0 N.A
January
24, 2002
9,54,750 10 20 Cash Further issue
under Section
81(1) of the
Companies Act,
1956
955,050 9,550,500 95.48 N.A
February
6, 2002
10,44,950 10 20 Cash Further issue
under Section
81(1) of the
Companies Act,
1956
2,000,000 20,000,000 199.97 N.A
March 5,
2005
3,00,000 10 600 Cash Further issue
under Section
81(1) of the
Companies Act,
1956
2,300,000 23,000,000 1,969.97 N.A
January
17, 2007
3,00,642 10 21,327.
7
Cash Further issue
under Section
81(1) of the
Companies Act,
1956
2,600,642 26,006,420 65,450.34 N.A
December
30, 2009
28,60,70,620 10 - Other than
cash
Bonus Issue in
the ratio of 110
Equity Shares
for each Equity
Share held on
the record date@
288,671,262 2,886,712,62
0
38,963.28 N.A
October
15, 2010
3,95,62,000 10 260 Cash Initial public
offering by our
Company
32,82,33,26
2
3,28,23,32,6
20
1,35,132.61 N.A
Quarter
ended
March 31,
2015
4,707 10 260 Cash Allotment
pursuant to the
exercise of stock
options
32,82,37,96
9
3,28,23,79,6
90 1,35,144.38 N.A
Quarter
ended
June 30,
2015
37,834 10 260 Cash Allotment
pursuant to the
exercise of stock
options
32,82,75,80
3
3,28,27,58,0
30 1,35,238.97 N.A
July 20,
2015
1,10,00,000 10 295 Cash Preferential
Allotment to
Aranda
Investments
(Mauritius) Pte.
33,92,75,803
3,39,27,58,030
1,66,548.50 N.A
Private Placement Offer Letter Private and Confidential
FOR PRIVATE CIRCULATION ONLY Serial Number: 01
Name of Investor: Kotak Mahindra Prime Limited
59
Date/
Period
No. of Shares
allotted
Face
Value
per
share
(INR)
Issue
price
(INR)
Considera
tion
cash/other
than cash
Nature of
allotment
Cumulative Remark
No. of
Equity
shares
Equity
share
capital
Equity share
premium
(INR) (INR in Lakh)
Ltd.
Quarter
ended
December
31, 2015
27,566 10 260 Cash Allotment
pursuant to the
exercise of stock
options
33,93,03,369
3,39,30,33,690
1,66,617.41 N.A
Quarter
ended
March 31,
2016
476 10 260 Cash Allotment
pursuant to the
exercise of stock
options
33,93,03,845
3,39,30,38,450
1,66,618.60 N.A
Quarter
ended
June 30,
2016
59,104 10 260 Cash Allotment
pursuant to the
exercise of stock
options
33,93,62,949
3,39,36,29,490
1,66,766.36 N.A
Quarter
ended
September
30, 2016
17,656 10 260 Cash Allotment
pursuant to the
exercise of stock
options
33,93,80,605
3,39,38,06,050
1,66,810.50 N.A
Quarter
ended
December
31, 2016
36,505 10 260 Cash Allotment
pursuant to the
exercise of stock
options
33,94,17,110
3,39,41,71,100
1,66,901.77 N.A
Quarter
ended
March 31,
2017
1,18,316 10 260 Cash Allotment
pursuant to the
exercise of stock
options
33,95,35,426
3,39,53,54,260
1,67,197.55 N.A
Quarter
ended
June 30,
2017
66,811 10 260 Cash Allotment
pursuant to the
exercise of stock
options
33,96,02,237
3,39,60,22,370
1,67,364.58 N.A
June 21,
2018
2,40,00,000 10 500 Cash Qualified
Institutions
Placement
36,36,02,237
3,63,60,22,370
2,83,719.52*# N.A
* after adjusting for share issue expenses.
@ bonus issue was undertaken partly by capitalisation of the share premium account aggregating Rs.
2,648,706,200.
# Securities premium as on March 31, 2020 (net of share issue expenses) is Rs. 2,83,598.74 Lakh.
Details of the shareholding of the Issuer
Shareholding pattern of the Issuer as on June 30, 2020
Sr.
No.
Particulars Total no. of
Equity shares
No. of shares in
demat form
Total Shareholding as % of
total no. of equity shares
1. Promoter and Promoter Group
(Please refer to page 21 for entity
wise shareholding)
24,61,74,946 24,61,74,946 67.70
2. Public 11,74,27,291 11,74,27,283 32.30
TOTAL 36,36,02,237 36,36,02,229 100.00
Shareholding pattern of the Issuer prior to the offer (as on September 18, 2020):
Sr.
No.
Particulars Total no. of
Equity
shares
No. of shares
in demat form
Total Shareholding as % of
total no. of equity shares
1. Promoter and Promoter Group
(Please refer to page 15 above)
24,61,74,946 24,61,74,946 67.70
Private Placement Offer Letter Private and Confidential
FOR PRIVATE CIRCULATION ONLY Serial Number: 01
Name of Investor: Kotak Mahindra Prime Limited
60
2. Public
(Please refer to page 15 above)
11,74,27,291 11,74,27,283 32.30
TOTAL 36,36,02,237 36,36,02,229 100.00
Notes: Shares pledged or encumbered by the promoters (if any): Nil
List of top 10 holders of equity shares of the Issuer as on the latest quarter end i.e. as on June 30, 2020
Sr
No
Name of Shareholders Total No. of
Equity Shares
No. of shares in
demat form
Total Shareholding as % of
total no. of equity shares
1. Vikas Ranvir Oberoi 21,28,73,614 21,28,73,614 58.55
2. R S Estate Developers Private
Limited
3,33,00,000 3,33,00,000 9.16
3. Invesco Oppenheimer Developing
Markets Fund
2,48,26,194 2,48,26,194 6.83
4. Fidelity Investment Trust Fidelity
Series Emerging Markets
Opportunities Fund
73,99,370 73,99,370 2.04
5. Franklin Templeton Investment
Funds
45,17,385 45,17,385 1.24
6. Stichting Depositary APG
Emerging Markets Equity Pool
34,48,975 34,48,975 0.95
7. Franklin India Prima Fund 26,06,125 26,06,125 0.72
8. Kotak Emerging Equity Scheme 22,30,225 22,30,225 0.61
9. Fidelity Investment Trust Fidelity
International Small Cap Fund
21,96,600 21,96,600 0.60
10. Invesco Oppenheimer Emerging
Markets Innovators Fund
20,80,667 20,80,667 0.57
Details of any acquisition or amalgamation in the last one year
Nil
Details of reorganization or reconstruction in the last one year
Nil
Details of borrowings of the Issuer, as on the latest quarter end, being June 30, 2020
• Details of secured loan facilities:
Sr.
No. Lender/ Banks
Type of
Facility
Sanctioned
Amount
(Rs. Lakh)
Outstandin
g Amount
(Rs. Lakh)
Repaymen
t Date/
Schedule
Security
1 Axis Bank Ltd Line of
Credit 30,000.001 1,001.54
Refer Note
1
Exclusive
charge over
identified
floors in
Commerz
II, located
in
Goregaon
(East),
Mumbai
2 HDFC Ltd Term Loan 75,000.00 56,039.15 Outstandin
g at the end
Mortgage
of
Private Placement Offer Letter Private and Confidential
FOR PRIVATE CIRCULATION ONLY Serial Number: 01
Name of Investor: Kotak Mahindra Prime Limited
61
of 60th
month from
first date of
disburseme
nt should be
Nil
identified
flats in the
projects
Exquisite
and Esquire
3 HDFC Ltd Term Loan 30,000.00 17,408.25
Outstandin
g at the end
of 36th
month from
first date of
disburseme
nt should be
Nil
Mortgage
of
identified
flats in the
projects
Exquisite
and Esquire
Total 1,35,000.00 74,448.94
1 Current drawing power restricted to Rs. 75 crores.
Note 1:
At the end of 12 months after 1st availment of the Bank's facility Aug 31, 2018 25%
At the end of 24 months after 1st availment of the Bank's facility Aug 31, 2019 25%
At the end of 36 months after 1st availment of the Bank's facility Aug 31, 2020 25%
At the end of 48 months after 1st availment of the Bank's facility Aug 31, 2021 25%
Total 100%
• Details of unsecured loan facilities:
Sr.
No. Lender/ Banks
Type of
Facility
Outstandin
g Amount
(Rs. Lakh)
Repaymen
t Date/
Schedule
Security
1 Vikas Oberoi
Interest free
loan
payable on
demand
4,724.00
Payable on
demand
Nil
2 Oberoi Mall
Limited
Interest free
loan
payable on
demand
17,544.20
Payable on
demand
Nil
• Details of non convertible debentures: Nil
• List of Top 10 debenture holders (as on the date of the Offer Letter): N.A.
• The amount of corporate guarantee issued by the Issuer along with name of the counterparty (like name
of the subsidiary, JV entity, group company, etc) on behalf of whom it has been issued:
Sr. No. Counterparty Relation Amount (Rs. in
Private Placement Offer Letter Private and Confidential
FOR PRIVATE CIRCULATION ONLY Serial Number: 01
Name of Investor: Kotak Mahindra Prime Limited
62
lakh)
1 Oberoi Constructions Limited Wholly owned
subsidiary
50,000.00
2 Incline Realty Private Limited Wholly owned
subsidiary
25,000.00
• Details of Commercial Papers:- The total face value of commercial papers outstanding as on the latest
quarter end to be provided and its breakup in following table: Nil
• Details of Rest of the borrowing (if any including hybrid debt like FCCB, Optionally Convertible
Debentures / Preference Shares) as on the date of the Offer Letter:- Nil
• Details of all default/s and/or delay in payments of interest and principal of any kind of term loans, debt
securities and other financial indebtedness including corporate guarantee issued by the Issuer, in the past
5 years: Nil
• Details of any outstanding borrowings taken/ debt securities issued where taken / issued (i) for
consideration other than cash, whether in whole or part, (ii) at a premium or discount, or (iii) in pursuance
of an option: Nil
Profits of the Issuer, before and after making provision for tax, for the three financial years immediately
preceding the date of circulation of the Offer Letter
Rs. in Lakh
Parameters FY 2019-20 FY 2018-19 FY 2017-18
Profit Before Tax 41,891.23 64,488.59 59,093.84
Profit After Tax 31,484.34 45,370.19 41,716.78
Dividends declared by the Issuer in respect of the said three financial years; interest coverage ratio for last
three years (Cash profit after tax plus interest paid/interest paid)
Parameters FY 2019-20 FY 2018-19 FY 2017-18
Dividend (in Rs.) No dividend declared 2 2
interest coverage ratio 6.33 8.52 4.93
A summary of the financial position of the Issuer as in the three audited balance sheets immediately
preceding the date of circulation of offer letter
Balance Sheet As at
31.03.2020
As at
31.03.2019
As at
31.03.2018
ASSETS
NON CURRENT ASSETS
PPE, Investment, Intangible and CWIP
Tangible assets 74,737.81 75,086.65 77,856.96
Intangible assets 185.13 164.64 235.59
Capital work-in-progress 6,403.19 2,501.95 720.61
Non-current investments 71,328.58 73,789.13 77,472.34
Other financial assets 653.13 191.93 135.96
Other Non-Current Assets 54,066.92 14,720.25 13,540.26
CURRENT ASSETS
Inventories 2,16,890.92 1,10,024.51 1,11,447.87
Current Investment 2,688.51 - -
Trade Receivables 1,772.06 2,369.45 7,954.97
Cash & Bank Balances 4,403.78 27,746.40 4,817.60
Private Placement Offer Letter Private and Confidential
FOR PRIVATE CIRCULATION ONLY Serial Number: 01
Name of Investor: Kotak Mahindra Prime Limited
63
Balance Sheet As at
31.03.2020
As at
31.03.2019
As at
31.03.2018
Loans and Advances 3,15,592.44 2,99,905.63 1,85,840.40
Other financial assets 281.14 267.48 223.47
Current Tax Assets (net) 266.30 259.13 514.25
Other Current Assets 10,292.24 99,829.43 99,716.88
Total 7,59,562.15 7,06,856.58 5,80,477.16
EQUITY AND LIABILITIES
EQUITY
Equity share capital 36,360.23 36,360.23 33,960.23
Other equity 5,91,289.78 5,67,212.74 4,12,230.03
Money received against share warrants - - -
NON-CURRENT LIABILITIES
Long-Term Borrowings - 58,851.45 67,864.18
Trade Payables 432.23 1,582.06 1,094.34
Other Financial Liabilities 6,844.09 6,659.85 4,870.29
Long-Term Provisions 160.21 146.29 134.85
Deferred Tax Liabilities (Net) 2,296.54 2,147.65 2,225.08
Other Non-Current Liabilities 1,053.68 1,308.50 355.71
CURRENT LIABILITIES
Short Term Borrowings 96,263.91 8,240.36 19,622.88
Trade Payables 2,760.17 4,844.90 5,104.53
Other Financial Liabilities 11,624.17 13,946.01 12,723.23
Other Current Liabilities 7,686.30 5,285.70 20,016.78
Short-Term Provisions 171.54 77.40 39.61
Current Tax Liabilities (net) 2,619.30 193.44 235.42
Total 7,59,562.15 7,06,856.58 5,80,477.16
Rs. in lakh
Profit and Loss Statement As at
31.03.2020
As at
31.03.2019
As at
31.03.2018
Revenue from operations 61,966.20 1,02,865.55 97,422.33
Other income 12,419.52 12,972.43 10,911.85
Total 74,385.72 1,15,837.98 1,08,334.18
Operational Expenses 28,223.49 46,743.55 45,019.10
Finance Cost 1,187.48 1,453.76 257.25
PBDT 44,974.75 67,640.67 63,057.83
Depreciation 3,083.52 3,152.08 3,963.99
PBT 41,891.23 64,488.59 59,093.84
Tax 10,406.89 19,118.40 17,377.06
Net Profit 31,484.34 45,370.19 41,716.78
Rs. in lakh
Cash Flow Statement As at
31.03.2020
As at
31.03.2019
As at
31.03.2018
Cash flow from operating activities
Net profit before tax 41,891.23 64,488.59 59,093.84
Adjustments for:
Depreciation 3,083.52 3,152.08 3,963.99
Dividend income (7,366.68) (6,892.14) (6,824.86)
Interest income (4,914.60) (5,540.05) (3,842.67)
Profit on sale of investments (net) (30.35) (528.93) (0.61)
Interest expense 1,187.48 1,453.76 257.25
Gain from foreign exchange fluctuation (net) 22.77 (2.22) (1.95)
Loss on sale / discarding of investment
properties (net)
- 0.04 5.30
Loss on sale / discarding of intangible assets - - 2.11
Private Placement Offer Letter Private and Confidential
FOR PRIVATE CIRCULATION ONLY Serial Number: 01
Name of Investor: Kotak Mahindra Prime Limited
64
Cash Flow Statement As at
31.03.2020
As at
31.03.2019
As at
31.03.2018
(net)
(Gain)/ loss on sale / discarding of property,
plant and equipment (net)
36.74 24.25 0.90
Sundry balances written back (91.70) (9.91) (224.25)
Operating profit before working capital
changes
33,818.41 56,145.47 52,429.05
Movement for working capital:
Increase / (decrease) in trade payables (3,165.62) 240.22 3,218.73
Increase / (decrease) in other liabilities 2,145.79 (13,778.27) (4,342.42)
Increase / (decrease) in financial liabilities (2,163.56) 3,151.63 4,078.76
Increase / (decrease) in provisions 85.92 125.51 8.68
(Increase) / decrease in loans and advances 51,026.05 (1,084.45) (61,812.95)
(Increase) / decrease in financial assets (13.66) (44.01) (180.72)
(Increase) / decrease in trade receivables 597.39 5,585.51 (5,216.29)
(Increase) / decrease in inventories (99,201.99) 7,458.54 (4,030.79)
Cash flow before taxations (16,871.27) 57,800.15 (15,847.95)
Less: Tax paid (7952.35) (18,526.22) (17,768.93)
Net Cash inflow / (outflow) from operating
activities
(24,823.62) 39,273.93 (33,616.88)
Cash flow from INVESTING ACTIVITIES
(Acquisition) / (adjustments) / sale of
property, plant and equipments, investment
properties, intangible assets / addition to capital
work in progress (net)
(7,504.12) (2,324.54) (635.39)
Proceeds from sale of property, plant and
equipment, investment properties, intangible
assets
40.23 48.60 -
Decrease/ (increase) in loans and advances to
for joint ventures (net)
(12,133.89) (1,11,215,97) (51,557.86)
Dividend received 7,366.68 6,892.14 6,824.86
Interest received 762.44 2,083.57 296.58
(Acquisition)/ sale of investments (net) 2491.06 4,212.45 (7,717.26)
(Increase)/ decrease in other assets 20,993.74 (22,520.70) 15,446.03
Net cash inflow / (outflow) from investing
activities
12,016.14 (1,22,824.45) (37,343.04)
Cash flow from FINANCING ACTIVITIES
Proceeds from issue of share capital
(including securities premium and netting off
share issue expenses)
- 1,18,271.82 173.71
Repayment of short term secured borrowings (76,844.88) (18,212.00) -
Proceeds from short term secured loan (net) 91,826.00 17,890.01 323.00
Proceeds from long term secured loan - - 68,500.00
Repayment from long term secured
borrowings
- (9,149.64) -
Proceeds from short term unsecured
borrowings
30,906.80 - 26,407.40
Repayment of short term unsecured
borrowings
(16,632.00) (11,130.00) (16,988.00)
Redemption of preference share capital - - -
Interest paid (8,376.15) (6,864.38) (2,615.20)
Dividend paid (including dividend
distribution tax)
(7,272.12) (6,792.05) (6,792.33)
NET CASH USED IN FINANCING
ACTIVITIES
13,607.65 84,013.76 69,008.58
Net Cash Flow 800.17 463.24 (1,951.34)
Cash and cash equivalent Opening balance 3,308.63 2,845.39 4,796.74
Private Placement Offer Letter Private and Confidential
FOR PRIVATE CIRCULATION ONLY Serial Number: 01
Name of Investor: Kotak Mahindra Prime Limited
65
Cash Flow Statement As at
31.03.2020
As at
31.03.2019
As at
31.03.2018
Cash and cash equivalent Closing balance 4,108.80 3,308.63 2,845.40
The Issuer undertakes that it shall provide latest Audited or Limited Review Financials in line with timelines as
mentioned in Simplified Listing Agreement issued by SEBI vide circular No.SEBI/IMD/BOND/1/2009/11/05
dated May 11, 2009 as amended from time to time, for furnishing or publishing its half yearly or annual result.
Further, the Issuer shall within 180 days from the end of the financial year, submit a copy of the latest annual
report to the Debenture Trustee and the Debenture Trustee shall be obliged to share the details submitted under
this clause with all ‘Qualified Institutional Buyers’ (QIBs) and other existing debenture-holders within two
working days of their specific request.
Abridged version of Latest Audited / Limited Review Half Yearly Consolidated (wherever available) and
Standalone Financial Information (like Profit & Loss statement, and Balance Sheet) and auditors
qualifications, if any
Abridged version of the audited consolidated and standalone financial information in Annexure 9.
Any change in accounting policies during the last three years and their effect on the profits and the reserves
of the Issuer.
Reserves of the Issuer.
FY 2019-2020 – Borrowings
Pursuant to a clarification issued by the International Accounting Standards Board (‘IASB’) in relation to
borrowing costs on real-estate projects where revenue is recognised on percentage of completion basis, the
Company has with effect from April 1, 2019 excluded such borrowing costs relating to the post-launch period
from its estimates of the balance cost to completion, and the same is recognised as Finance cost in the Statement
of Profit and Loss. There are no projects which are impacted due to the above.
FY 2018-2019 – Revenue Recognition - Ind AS 115
The Company till March 31, 2018 recognised project revenue in accordance with the Guidance Note on
“Accounting for Real Estate Transactions (for entities to whom Ind AS is applicable)” issued by the Institute of
Chartered Accountants of India (“ICAI”).
Ind AS 115 was issued on March 28, 2018 and supersedes Ind AS 11 Construction Contracts and Ind AS 18
Revenue and it applies, with limited exceptions, to all revenue arising from contracts with its customers. Ind AS
115 establishes a five-step model to account for revenue arising from contracts with customers and requires that
revenue be recognised at an amount that reflects the consideration to which an entity expects to be entitled in
exchange for transferring goods or services to a customer.
The Company adopted Ind AS 115 using the modified retrospective method of adoption with the date of initial
application of 1 April 2018. Under this method, the standard can be applied either to all contracts at the date of
initial application or only to contracts that are not completed at this date. The company elected to apply the
standard to all contracts that are not completed as at 1 April 2018.
The cumulative effect of initially applying Ind AS 115 is recognised at the date of initial application as an
adjustment to the opening balance of retained earnings. Therefore, the comparative information was not restated
and continues to be reported under Ind AS 11 and Ind AS 18 and the requirement of Guidance Note as mentioned
above referred to as previous Ind AS.
The company did not have any adjustments to retained earnings as at April 1, 2018 and also there were no
significant impact on recognition and measurement of revenue on adoption of Ind AS 115.
FY 2017-2018 – No change
Private Placement Offer Letter Private and Confidential
FOR PRIVATE CIRCULATION ONLY Serial Number: 01
Name of Investor: Kotak Mahindra Prime Limited
66
Any material event/ development or change having implications on the financials/credit quality (e.g. any material
regulatory proceedings against the Issuer/promoters, tax litigations resulting in material liabilities, corporate
restructuring event etc) at the time of issue which may affect the issue or the investor’s decision to invest / continue
to invest in the debt securities. – No material event/ development or change having implications on the
financials/credit quality
Any material event/ development or change having implications on the financials/credit quality (e.g. any
material regulatory proceedings against the Issuer/promoters, tax litigations resulting in material liabilities,
corporate restructuring event etc) at the time of issue which may affect the issue or the investor’s decision
to invest / continue to invest in the debt securities.
Nil
The detailed rating rationale (s) adopted (not older than one year on the date of opening of the
issue)/ credit rating letter issued (not older than one month on the date of opening of the issue) by
the rating agencies shall be disclosed.- Attached in Annexure 1
Private Placement Offer Letter Private and Confidential
FOR PRIVATE CIRCULATION ONLY Serial Number: 01
Name of Investor: Kotak Mahindra Prime Limited
67
TERMS OF OFFER OR PURCHASE
Terms of offer are set out in under the section “Particulars of the Offer” above. Below are the general terms and
conditions.
Issue
Issue of the Debentures of the face value Rs. 10,00,000 each, aggregating to Rs. 500,00,00,000 on a private
placement basis not open for public subscription.
The Debentures issued by the Issuer shall be secured by way of security created over the Security mentioned under
the Section titled ‘Particulars of the Offer’
Compliance with laws
The Issue of Debentures is being made in reliance upon Section 42 of the Companies Act, 2013, Rule 14 of the
Companies (Prospectus and Allotment of Securities) Rules, 2014, relevant provisions of the Companies Act, 1956,
the SEBI Debt Listing Regulations, Securities and Exchange Board of India (Debenture Trustees) Regulations,
1993, as amended and other applicable laws in this regard.
SECTION 2: OTHER INFORMATION AND APPLICATION PROCESS
The Debentures being offered as part of the Issue are subject to the provisions of the Companies Act, 2013, the
Memorandum and Articles of Association of the Issuer (to the extent applicable), the terms of this Information
Memorandum, the Application Form and other terms and conditions as may be incorporated in the Transaction
Documents.
2.1 Mode of Transfer/Transmission of Debentures
The Debentures shall be freely transferable and transmittable by the Debenture Holder(s) to other Eligible
Investors in whole or in part without the prior consent of the Company. In the event that any of the Debentures
are transferred to any person who is not an Eligible Investors, the Company shall not be bound to recognise such
transfer.
The Debentures shall not be offered for sale or sold outside India in any case, and shall not at any time be offered,
sold or transferred to persons or entities other than Eligible Investors. No Debenture Holder shall be entitled to
sell or transfer the Debentures to a person or entity who/which is not an Eligible Investor.
The Debenture(s) shall be transferred and/or transmitted in accordance with applicable law. The Debentures held
in dematerialised form shall be transferred subject to and in accordance with the rules/procedures as prescribed
by the Depository and the relevant Depository Participants of the transferor or transferee and the applicable laws
in respect thereof. The transferee(s) should ensure that the transfer formalities are completed prior to the Record
Date. In the absence of the same, amounts due will be paid/redemption will be made to the person, whose name
appears in the list of Beneficial Owners maintained by the Depository as provided to the Issuer by the Registrar
and Transfer Agent as on the Record Date, under all circumstances. In cases where the transfer formalities have
not been completed by the transferor, claims, if any, by the transferees would need to be settled with the
transferor(s) and not with the Issuer. The normal procedure followed for transfer of securities held in
dematerialised form shall be followed for transfer of these Debentures held in dematerialised form. The seller
should give delivery instructions containing details of the buyer’s Depository Participant account to his Depository
Participant.
2.2 Debentures held in Dematerialised Form
The Debentures shall be held in dematerialised form and no action is required on the part of the Debenture
Private Placement Offer Letter Private and Confidential
FOR PRIVATE CIRCULATION ONLY Serial Number: 01
Name of Investor: Kotak Mahindra Prime Limited
68
Holder(s) for redemption purposes and the redemption proceeds will be paid by RTGS/NEFT system, or such
other mode decided upon by the Company, to those Debenture Holder(s) whose names appear on the list of
Beneficial Owners maintained by the Depository as provided to the Issuer by the Registrar and Transfer Agent as
on the Record Date. All such Debentures will be simultaneously redeemed through appropriate corporate action.
The list of Beneficial Owners as of the Record Date setting out the relevant Beneficial Owners’ name and account
number, address, bank details and Depository Participant’s identification number will be given by the Registrar
and Transfer Agent to the Issuer.
2.3 Sharing of Information
The Issuer may, at its option, but subject to applicable law, use on its own, as well as exchange, share or part with
any financial or other information about the Debenture Holder(s) available with the Issuer, with its subsidiaries
and affiliates and other banks, financial institutions, credit bureaus, agencies, statutory bodies, as may be required
and neither the Issuer nor its subsidiaries and affiliates nor their agents shall be liable for use of the aforesaid
information.
2.4 Debenture Holder not a Shareholder
The Debenture Holder(s) shall not be entitled to any right and privileges of shareholders other than those available
to them under the Companies Act, 2013. The Debentures shall not confer upon the Debenture Holders the right
to receive notice(s) or to attend and to vote at any general meeting(s) of the shareholders of the Issuer.
2.5 Modification of Debentures
The Debenture Trustee and the Issuer will agree to make any modifications in the Information Memorandum
which in the opinion of the Debenture Trustee is of a formal, minor or technical nature or is to correct a manifest
error.
Any other change or modification to the terms of the Debentures shall require approval by the majority Debenture
Holders.
2.6 Right to accept or reject Applications
The Issuer reserves its full, unqualified and absolute right to accept or reject any application for subscription to
the Debentures, in part or in full, without assigning any reason thereof.
2.7 Notices
Notices and communications will be sent in accordance with the provisions of the Transaction Documents.
Private Placement Offer Letter Private and Confidential
FOR PRIVATE CIRCULATION ONLY Serial Number: 01
Name of Investor: Kotak Mahindra Prime Limited
69
Any notice may be served by the Issuer/ Debenture Trustee upon the Debenture Holders through registered post,
recognised overnight courier service, hand delivery, by facsimile transmission, or through email addressed to such
Debenture Holder at its/his registered address or facsimile number or email id.
All notice(s) to be given by the Debenture Holder(s) to the Issuer/ Debenture Trustee shall be sent by registered
post, recognised overnight courier service, hand delivery, by facsimile transmission, or through email to the Issuer
or the Debenture Trustee or to such persons at such address/ facsimile number/ email id as may be notified by the
Issuer or the Debenture Trustee from time to time through suitable communication. All correspondence regarding
the Debentures should be marked “Private Placement of Debentures”.
Notice(s) shall be deemed effectively given upon actual receipt of the same by the recipient party.
2.8 Issue Procedure
Only Eligible Investors as given herein may apply for the Debentures by completing the Application Form in the
prescribed format in block letters in English as per the instructions contained therein. The minimum number of
Debentures that can be applied for and the multiples thereof shall be set out in the Application Form. No
application can be made for a fraction of a Debenture. Application Forms should be duly completed in all respects
and applications not completed in the said manner are liable to be rejected. The name of the applicant’s bank, type
of account and account number must be duly completed by the applicant. This is required for the applicant’s own
safety and these details will be printed on the refund orders and/ or redemptions warrants.
The final subscription to the Debentures shall be made by the Eligible Investors by making the application in
Application Form as per the terms set out in this Offer Letter.
2.9. Process flow of settlement:
Successful bidders shall make pay-in of funds towards the allocation of Debentures made to them, in the bank
account of the clearing corporation on or before [10 a.m.] on the Deemed Date of Allotment.
The fund pay-in by the successful bidders will be made only from the bank account(s), which have been provided/
updated in the electronic book mechanism system. Upon the transfer of funds into the aforesaid account and the
Issuer confirming its decision to proceed with the allotment of the Debentures in favour of the successful bidders
to Link Intime India Private Limited the Registrar and Transfer Agent shall provide the corporate action file along
with all requisite documents to the Depositories by [12:00] hours and subsequently, the pay-in funds shall be
released into the Issuer’s bank account, the details whereof are set out below:
Beneficiary Name : Oberoi Realty limited - Debenture proceeds
Bank Account No. : 2714061315
IFSC CODE : KKBK0001465
Bank Name : Kotak Mahindra Bank Limited
Branch Address : Ground Floor, Manish Chambers Premises Chs Ltd, Sonawala Rd,
Goregaon, Mumbai, Maharashtra 400063
The Debentures will be settled on T+1 basis. The settlement and bidding details are provided below:
Minimum Bid Lot: [10 (Ten)] Debentures
Private Placement Offer Letter Private and Confidential
FOR PRIVATE CIRCULATION ONLY Serial Number: 01
Name of Investor: Kotak Mahindra Prime Limited
70
Manner of Bidding: Fixed Rate / Coupon
Mode of bidding: Open
Manner of Allotment: Uniform
Manner of Settlement: Through Clearing Corporation
Settlement Cycle: T+1 day; where T refers to the date of bidding
2.10. Application Procedure
Eligible Investors are invited to subscribe by way of the Application Form prescribed in the Information
Memorandum during the period between the Issue Opening Date of the Debentures and the Issue Closing Date of
the Debentures (both dates inclusive). The Issuer reserves the right to change the Issue Schedule including the
Deemed Date of Allotment at its sole discretion, without giving any reasons or prior notice. The Issue will be
open for subscription during the banking hours on each day during the period covered by the Issue Schedule.
2.11. Fictitious Application
All fictitious applications will be rejected.
2.12. Basis of Allotment
Notwithstanding anything stated elsewhere, Issuer reserves the right to accept or reject any application, in part or
in full, without assigning any reason. Subject to the aforesaid, in case of over subscription, priority will be given
to investors on a first come first serve basis. The investors will be required to remit the funds as well as submit
the duly completed Application Form along with other necessary documents to the Issuer by the Deemed Date of
Allotment.
2.13. Payment Instructions
The Application Form should be submitted directly. The minimum application can be made in respect of 10 (Ten)
Debentures. The entire amount of Rs. 10,00,000/- (Rupees Ten Lakhs Only) per Debenture is payable along with
the making of an application. Applicants shall make remittance of application money by way of electronic transfer
Private Placement Offer Letter Private and Confidential
FOR PRIVATE CIRCULATION ONLY Serial Number: 01
Name of Investor: Kotak Mahindra Prime Limited
71
of funds through RTGS/Fund Transfer mechanism for credit by the pay-in time in the bank account of Oberoi
Realty Limited as mentioned above.
2.14. Eligible Investors
The Eligible Investors (as set out above), when specifically approached, are eligible to apply for this private
placement of Debentures subject to fulfilling their respective investment norms/rules and compliance with laws
applicable to them by submitting all the relevant documents along with the Application Form
All Investors are required to comply with the relevant regulations/guidelines applicable to them for investing in
this issue of Debentures.
Note: Participation by potential investors in the Issue may be subject to statutory and/or regulatory requirements
applicable to them in connection with subscription to Indian securities by such categories of persons or entities.
Applicants are advised to ensure that they comply with all regulatory requirements applicable to them, including
exchange controls and other requirements. Applicants ought to seek independent legal and regulatory advice in
relation to the laws applicable to them.
2.15. Procedure for applying for dematerialised facility
(a) The applicant must have at least one beneficiary account with any of the Depository Participant’s of the
Depository prior to making the application.
(b) The applicant must necessarily fill in the details (including the beneficiary account number and
Depository Participant - ID) appearing in the Application Form under the heading “Details for Issue of
Debentures in Electronic/Dematerialised Form”.
(c) Debentures allotted to an applicant will be credited to the applicant’s beneficiary account(s) with the
Depository Participant.
(d) For subscribing to the Debentures, names in the Application Form should be identical to those appearing
in the details in the Depository. In case of joint holders, the names should necessarily be in the same
sequence as they appear in the account details maintained with the Depository Participant.
(e) Non-transferable allotment advice/refund orders will be directly sent to the applicant by the Registrar
and Transfer Agent to the Issue/ Company.
(f) If incomplete/incorrect details are given under the heading “Details for Issue of Debentures in
Electronic/Dematerialised Form” in the Application Form, it will be deemed to be an incomplete
application and the same may be held liable for rejection at the sole discretion of the Issuer.
(g) For allotment of Debentures, the address, nomination details and other details of the applicant as
registered with his/her Depository Participant shall be used for all correspondence with the applicant.
The applicant is therefore responsible for the correctness of his/her demographic details given in the
Application Form vis-a-vis those with his/her Depository Participant. In case the information is incorrect
or insufficient, the Issuer would not be liable for the losses, if any.
Private Placement Offer Letter Private and Confidential
FOR PRIVATE CIRCULATION ONLY Serial Number: 01
Name of Investor: Kotak Mahindra Prime Limited
72
(h) The redemption amount or other amounts payable to the Debenture Holders in terms of the Transaction
Documents would be paid to those Debenture Holders whose names appear on the list of Beneficial
Owners maintained by the Depository as provided to the Issuer by the Registrar and Transfer Agent as
on the Record Date. In case of those Debentures for which the Beneficial Owner is not identified in the
list of the Beneficial Owners maintained by the Depository as reflected in the records maintained by the
Registrar and Transfer Agent as on the Record Date, the Issuer would keep in abeyance the payment of
the redemption amount or other benefits, until such time that the beneficial owner is identified by the
Registrar and Transfer Agent as being on the list of Beneficial Owners maintained by the Depository and
conveyed to the Issuer, whereupon the redemption amount and benefits will be paid to the Beneficial
Owners, as identified.
2.16. Depository Arrangements
The Issuer shall make necessary arrangement with the Depository for issue and holding of Debenture in
dematerialised form.
2.17. Application under Power of Attorney
A certified true copy of the power of attorney or the relevant authority, as the case may be, along with the names
and specimen signature(s) of all the authorised signatories of the investor and the tax exemption
certificate/document of the investor, if any, must be lodged along with the submission of the completed
Application Form. Further modifications/additions in the power of attorney or authority should be notified to the
Issuer or to its agents or to such other person(s) at such other address(es) as may be specified by the Issuer from
time to time through a suitable communication.
In case of an application made by companies under a power of attorney or resolution or authority, a certified true
copy thereof along with memorandum and articles of association and/or bye-laws along with other constitutional
documents must be attached to the Application Form at the time of making the application, failing which, the
Issuer reserves the full, unqualified and absolute right to accept or reject any application in whole or in part and
in either case without assigning any reason thereto. Names and specimen signatures of all the authorised
signatories must also be lodged along with the submission of the completed Application Form.
2.18. Procedure for application by Mutual Funds and Multiple Applications
In case of applications by mutual funds and venture capital funds, a separate application must be made in respect
of each scheme of an Indian mutual fund/venture capital fund registered with the SEBI and such applications will
not be treated as multiple application, provided that the application made by the asset management
company/trustee/custodian clearly indicate their intention as to the scheme for which the application has been
made.
The application forms duly filled shall clearly indicate the name of the concerned scheme for which application
is being made and must be accompanied by certified true copies of:
(a) SEBI registration certificate;
(b) Resolution authorising investment and containing operating instructions;
(c) Specimen signature of authorised signatories.
Private Placement Offer Letter Private and Confidential
FOR PRIVATE CIRCULATION ONLY Serial Number: 01
Name of Investor: Kotak Mahindra Prime Limited
73
2.19. Documents to be provided by Investors
Investors need to submit the following documents, as applicable:
(a) Memorandum and Articles of Association or other constitutional documents;
(b) Resolution authorising investment;
(c) Power of Attorney to custodian;
(d) Specimen signatures of the authorised signatories;
(e) SEBI registration certificate (for Mutual Funds);
(f) Copy of PAN card; and
(g) Application Form (including RTGS/NEFT details).
2.20. Applications to be accompanied with Bank Account Details
Every application shall be required to be accompanied by the bank account details of the applicant for the purpose
of availing direct credit of redemption amount and all other amounts payable to the Debenture Holder(s) through
NEFT/RTGS.
2.21. Succession
In the event of winding-up of the Debenture Holder(s), the Issuer will recognise the liquidator or such other legal
representative of the Debenture Holder(s) as having title to the Debenture(s).
The Issuer may, in its absolute discretion, where it thinks fit, dispense with production of such other legal
representation, in order to recognise such holder as being entitled to the Debenture(s) standing in the name of the
concerned Debenture Holder on production of sufficient documentary proof and/or an indemnity. Provided that
the Issuer shall have the option of depositing the amounts due to any such Debenture Holder in an escrow account/
a special purpose account, the deposit of which will be a good discharge of the Issuer with respect to its obligations
towards such Debenture Holder(s) in relation to the Debentures.
2.22. Mode of Payment
All payments must be made through NEFT/RTGS, or such other mode as may be determined by the Company.
2.23. Tax Deduction at Source
Tax as applicable under the Income Tax Act, 1961, or any other statutory modification or re-enactment thereof
will be deducted at source. For seeking TDS exemption/lower rate of TDS, relevant certificate/document must be
lodged by the Debenture Holder(s) at the office of the Registrar and Transfer Agents of the Issuer at least 10
calendar days before the relevant payment becoming due. Tax exemption certificate / declaration of non-deduction
of tax at source on interest on application money, should be submitted along with the Application Form.
2.24. Allotment
The debentures will be issued in dematerialised form, within 7 Business Days from the Deemed Date of
Allotment or within such timelines as permissible under applicable law. The Debentures will be settled on
T+1 basis. The settlement and bidding details are provided below:
Private Placement Offer Letter Private and Confidential
FOR PRIVATE CIRCULATION ONLY Serial Number: 01
Name of Investor: Kotak Mahindra Prime Limited
74
Minimum Bid Lot: [10 (Ten)] Debentures
Manner of Bidding: Fixed Rate / Coupon
Mode of bidding: Open
Manner of Allotment: Uniform
Manner of Settlement: Through Clearing Corporation
Settlement Cycle: T+1 day; where T refers to the date of bidding
2.25. Record Date
The Record Date will be 15 (Fifteen) days prior to any payment date.
2.26. Refunds
For applicants whose applications have been rejected or allotted in part, refund orders will be dispatched within 7
days from the Deemed Date of Allotment of the Debentures.
In case the Issuer has received money from applicants for Debentures in excess of the aggregate of the application
money relating to the Debentures in respect of which allotments have been made, the Registrar and Transfer Agent
shall, upon receiving instructions in relation to the same from the Issuer, repay the moneys to the extent of such
excess, if any.
2.27. Pan Number
Every applicant should mention its Permanent Account Number (“PAN”) allotted under Income Tax Act, 1961,
on the Application Form and attach a self-attested copy as evidence. Application Forms without PAN will be
considered incomplete and are liable to be rejected.
2.28. Payment on Redemption
Payment on redemption will be made by way of RTGS/NEFT or such other mode as may be determined by the
Private Placement Offer Letter Private and Confidential
FOR PRIVATE CIRCULATION ONLY Serial Number: 01
Name of Investor: Kotak Mahindra Prime Limited
75
Company, in the name of the Debenture Holder(s) whose names appear on the list of Beneficial Owners
maintained by the Depository and which is furnished by the Registrar and Transfer Agent to the Issuer as on the
Record Date.
The Debentures shall be taken as discharged on payment of the redemption amount by the Issuer on maturity to
the registered Debenture Holder(s) whose name appears in the Register of Debenture Holder(s) on the Record
Date. On such payment being made, the Issuer will inform the Depository and accordingly the account of the
Debenture Holder(s) with the Depository will be debited/ adjusted.
On the Issuer dispatching/ remitting the amount as specified above in respect of the Debentures, the liability of
the Issuer shall stand extinguished.
Disclaimer: Please note that only those persons to whom this Information Memorandum has been
specifically addressed are eligible to apply. However, an application, even if complete in all respects, is
liable to be rejected without assigning any reason for the same. The list of documents provided above is
only indicative, and an investor is required to provide all those documents/ authorisations/ information
which are likely to be required by the Issuer. The Issuer may but is not bound to revert to any investor for
any additional documents / information and can accept or reject an application as it deems fit. Each investor
is required to check and comply with extant rules/regulations/ guidelines, etc. governing or regulating its
investments and the Issuer is not, in any way, directly or indirectly, responsible for any statutory or
regulatory breaches by any investor, neither is the Issuer required to check or confirm the same.
Private Placement Offer Letter Private and Confidential
FOR PRIVATE CIRCULATION ONLY Serial Number: 01
Name of Investor: Kotak Mahindra Prime Limited
76
Permission / Consent from the prior creditors and undertaking on creation of charge
The Security shall be created in favour of Debenture Trustee (for the benefit of Debenture Holders), who shall
upon creation of the charge shall have the sole and exclusive charge.
Conflict
This Information Memorandum shall be read in conjunction with the Debenture Trust Deed and the other
Transaction Documents and it is agreed between the Debenture Trustee and the Issuer that in case of any
inconsistency or conflict between this Information Memorandum and the Debenture Trust Deed, the provisions
of the Debenture Trust Deed shall prevail and override the provisions of this Information Memorandum.
Material Contracts and Agreements
Set out below is the statement containing particulars of, dates of, and parties to all material contracts and
agreements of the Issuer relating to the Issue:
Sr.
No.
Contracts and Authorisations related to present Issue
1. Certified copy of the Memorandum of Association and Articles of Association of the Issuer.
2. Certified true copy of the resolutions dated July 14, 2020 passed by the Board approving the issue of
Debentures, and the NCD Committee dated September 28, 2020 approving the present Issue.
3. Certificate, inter alia, regarding the borrowing and collateralizing limits not breaching the limits
specified under Section 180 of the Companies Act, 2013.
4. Credit rating letter from CARE Ratings Limited dated September 25, 2020.
5. Letter from Axis Trustee Services Limited giving its consent to act as the Debenture Trustee dated
September 21, 2020.
6. Consent of Link Intime India Private Limited to act as Registrar and Transfer Agent vide their letter
dated September 22, 2020.
7. Copy of the Debenture Trustee Agreement.
8. Certification that Section 281 of the Income Tax Act 1961 will not be applicable for the Security
contemplated for the Debentures.
Copies of the contracts and documents, may be inspected at the Registered Office of the Issuer between 10.00
a.m. and 12.00 noon on any working day (Monday to Friday) until the date of closing of the Issue.
The declaration by Mr. Saumil Daru, a director of the Issuer, in respect of the Issue has been provided as Annexure
5.
Private Placement Offer Letter Private and Confidential
FOR PRIVATE CIRCULATION ONLY Serial Number: 01
Name of Investor: Kotak Mahindra Prime Limited
77
ANNEXURE 1: CREDIT RATING LETTER FROM CARE RATINGS LIMITED
CARE Ratings Ltd. 4th Floor, Godrej Coliseum, Somaiya Hospital Road, Off Eastern Express Highway, Sion (E), Mumbai - 400 022. Tel.: +91-22- 6754 3456 Fax: +91-22- 022 6754 3457 Email: [email protected] www.careratings.com
A Wing - 1102 / 1103, Kanakia Wall Street, Andheri Kurla Road, Chakala, Andheri (E), Mumbai - 400 093
Tel: +91-22-6837 4400
CIN-L67190MH1993PLC071691
No. CARE/HO/RL/2020-21/2623
Shri Mr. Saumil Daru Director Oberoi Realty Limited Commerz, 3rd Floor, International Business Park, Oberoi Garden City, Off Western Express Highway, Goregaon (East) Mumbai-400063, Maharashtra
September 25, 2020
Confidential Dear Sir,
Credit rating for proposed Non-Convertible Debenture issue
Please refer to your request for rating of proposed Long Term Non-convertible Debenture (NCD) issue
aggregating to Rs.700.00 crore of your Company. The proposed NCDs would have tenure of 2 years & 5
years having multiple series with bullet repayment at the end of 2 years and 5 years respectively from
the date of issuance.
2. The following ratings have been assigned by our Rating Committee:
Instrument Amount
(Rs. crore) Rating1
Rating Action
Proposed Non-Convertible Debentures
700.00 CARE AA+; Negative
(Double A Plus; Outlook: Negative)
Assigned
Total Instruments 700.00
(Rs. Seven Hundred Crore Only)
3. Please arrange to get the rating revalidated, in case the proposed issue is not made within a
period of six months from the date of our initial communication of rating to you (that is
September 25 2020.
1Complete definitions of the ratings assigned are available at www.careratings.com and in other CARE
publications.
CARE Ratings Ltd.
A Wing - 1102 / 1103, Kanakia Wall Street, Andheri Kurla Road, Chakala, Andheri (E), Mumbai - 400 093 Tel: +91-22-6837 4400
4. In case there is any change in the size or terms of the proposed issue, please get the rating
revalidated.
5. Please inform us the below-mentioned details of issue immediately, but not later than 7 days
from the date of placing the instrument:
Instrument type
ISIN Issue Size (Rs cr)
Coupon Rate
Coupon Payment Dates
Terms of Redemption
Redemption date
Name and contact details of Debenture Trustee
Details of top 10 investors
6. Kindly arrange to submit to us a copy of each of the documents pertaining to the NCD issue,
including the offer document and the trust deed.
7. The rationale for the rating will be communicated to you separately. A write-up (press release) on
the above rating is proposed to be issued to the press shortly, a draft of which is enclosed for your
perusal as Annexure 2. We request you to peruse the annexed document and offer your
comments if any. We are doing this as a matter of courtesy to our clients and with a view to
ensure that no factual inaccuracies have inadvertently crept in. Kindly revert as early as possible.
In any case, if we do not hear from you by September 28, 2020, we will proceed on the basis that
you have no any comments to offer.
8. CARE reserves the right to undertake a surveillance/review of the rating from time to time, based
on circumstances warranting such review, subject to at least one such review/surveillance every
year.
9. CARE reserves the right to revise/reaffirm/withdraw the rating assigned as also revise the outlook,
as a result of periodic review/surveillance, based on any event or information which in the
opinion of CARE warrants such an action. In the event of failure on the part of the entity to furnish
such information, material or clarifications as may be required by CARE so as to enable it to carry
out continuous monitoring of the rating of the bank facilities, CARE shall carry out the review on
the basis of best available information throughout the life time of such bank facilities. In such
cases the credit rating symbol shall be accompanied by “ISSUER NOT COOPERATING”. CARE shall
also be entitled to publicize/disseminate all the afore-mentioned rating actions in any manner
considered appropriate by it, without reference to you.
CARE Ratings Ltd.
A Wing - 1102 / 1103, Kanakia Wall Street, Andheri Kurla Road, Chakala, Andheri (E), Mumbai - 400 093 Tel: +91-22-6837 4400
10. Our ratings do not factor in any rating related trigger clauses as per the terms of the
facility/instrument, which may involve acceleration of payments in case of rating downgrades.
However, if any such clauses are introduced and if triggered, the ratings may see volatility and
sharp downgrades.
11. Users of this rating may kindly refer our website www.careratings.com for latest update on the
outstanding rating.
12. CARE ratings are not recommendations to buy, sell or hold any securities.
13. If you need any clarification, you are welcome to approach us in this regard. We are indeed,
grateful to you for entrusting this assignment to CARE.
Thanking you,
Yours faithfully,
Encl.: As above
Disclaimer CARE’s ratings are opinions on the likelihood of timely payment of the obligations under the rated instrument and are not recommendations to sanction, renew, disburse or recall the concerned bank facilities or to buy, sell or hold any security. CARE’s ratings do not convey suitability or price for the investor. CARE’s ratings do not constitute an audit on the rated entity. CARE has based its ratings/outlooks on information obtained from sources believed by it to be accurate and reliable. CARE does not, however, guarantee the accuracy, adequacy or completeness of any information and is not responsible for any errors or omissions or for the results obtained from the use of such information. Most entities whose bank facilities/instruments are rated by CARE have paid a credit rating fee, based on the amount and type of bank facilities/instruments. CARE or its subsidiaries/associates may also have other commercial transactions with the entity. In case of partnership/proprietary concerns, the rating /outlook assigned by CARE is, inter-alia, based on the capital deployed by the partners/proprietor and the financial strength of the firm at present. The rating/outlook may undergo change in case of withdrawal of capital or the unsecured loans brought in by the partners/proprietor in addition to the financial performance and other relevant factors. CARE is not responsible for any errors and states that it has no financial liability whatsoever to the users of CARE’s rating. Our ratings do not factor in any rating related trigger clauses as per the terms of the facility/instrument, which may involve acceleration of payments in case of rating downgrades. However, if any such clauses are introduced and if triggered, the ratings may see volatility and sharp downgrades.
Private Placement Offer Letter Private and Confidential
FOR PRIVATE CIRCULATION ONLY Serial Number: 01
Name of Investor: Kotak Mahindra Prime Limited
78
ANNEXURE 2: CONSENT LETTER FROM DEBENTURE TRUSTEE
Registered Office: Axis House, Bombay Dyeing Mills Compound, Pandhurang Budhkar Marg, Worli Mumbai - 400 025
Corporate Office: The Ruby, 2nd Floor, SW, 29 Senapati Bapat Marg, Dadar West, Mumbai-400 028 Tel No.: 022-62300451 Fax No.: 022-6230 0700 Website- www.axistrustee.com Corporate Identify Number: U74999MH2008PLC182264 | MSME Registered UAN: MH19E0033585
ATSL/CO/20-21/0079A September 21, 2020 Oberoi Realty Limited Commerz, 3rd Floor, International Business Park, Oberoi Garden City, Off Western Express Highway, Goregaon (East), Mumbai-400 063
Kind Attn.:- Mr. Bhaskar Kshirsagar Dear Sir, Sub: Consent to act as Debenture Trustee for listed secured non-convertible debentures (NCDs) aggregating to Rs.500 Crores proposed to be issued by Oberoi Realty Limited (“Issuer Company”) We, Axis Trustee Services Limited, hereby give our consent to act as the Debenture Trustee for the above mentioned issue of Debentures having a tenure of more than one year and are agreeable to the inclusion of our name as Debenture Trustee in the Shelf Prospectus/ Private Placement offer letter/ Information Memorandum and/or application to be made to the Stock Exchange for the listing of the said Debentures. Axis Trustee Services Limited (ATSL) consenting to act as Debenture Trustees is purely its business decision and not an indication on the Issuer Company's standing or on the Debenture Issue. By consenting to act as Debenture Trustees, ATSL does not make nor deems to have made any representation on the Issuer Company, its Operations, the details and projections about the Issuer Company or the Debentures under Offer made in the Shelf Prospectus/ Private Placement offer letter/ Information Memorandum / Offer Document. Applicants / Investors are advised to read carefully the Shelf Prospectus/ Private Placement offer letter/ Information Memorandum / Offer Document and make their own enquiry, carry out due diligence and analysis about the Issuer Company, its performance and profitability and details in the Shelf Prospectus/ Private Placement offer letter/ Information Memorandum / Offer Document before taking their investment decision. ATSL shall not be responsible for the investment decision and its consequence. We also confirm that we are not disqualified to be appointed as Debentures Trustee within the meaning of Rule 18(2)(c) of the Companies (Share Capital and Debentures) Rules, 2014. Yours truly, For Axis Trustee Services Limited Mangalagowri Bhat Assistant General Manager
Private Placement Offer Letter Private and Confidential
FOR PRIVATE CIRCULATION ONLY Serial Number: 01
Name of Investor: Kotak Mahindra Prime Limited
79
ANNEXURE 3: IN-PRINCIPLE LISTING APPROVAL
Private Placement Offer Letter Private and Confidential
FOR PRIVATE CIRCULATION ONLY Serial Number: 01
Name of Investor: Kotak Mahindra Prime Limited
80
ANNEXURE 4: APPLICATION FORM
OBEROI REALTY LIMITED
Registered Office: Commerz, 3rd Floor, International Business Park, Oberoi Garden City,
Off Western Express Highway, Goregaon (E), Mumbai 400063
Tel. No.: + 91 22 6677 3333; Fax No.: + 91 22 6677 3334
APPLICATION FORM FOR PRIVATE PLACEMENT OF DEBENTURES
ISSUE OPENS ON: September 30, 2020| CLOSING ON: September 30, 2020| Date of Application:
Dear Sirs,
We have received, read, reviewed and understood all the contents, terms and conditions and required disclosures
in the private placement offer letter dated September 28, 2020. We have also done all the required due diligence
(legal or otherwise) without relying upon the information contained in the private placement offer letter. Now,
therefore, we hereby agree to accept the Debentures mentioned hereunder or such smaller number as may be
allocated to us, subject to the terms of the said private placement offer letter, this application form and the
documents. We undertake that we will sign all such other documents and do all such other acts, if any, necessary
on our part to enable us to be registered as the holder(s) of the Debentures which may be allotted to us.
We authorise you to place our name(s) on the Register of Debenture holders of the Company that may be so
allocated and to register our address(es) as given below. We note that the Company is entitled in their absolute
discretion to accept or reject this application in whole or in part without assigning any reason whatsoever.
Yours faithfully,
For (Name of the Applicant)
(Name and Signature of Authorised Signatory)
The details of the application are as follows:
DEBENTURE APPLICATION FORM SERIAL NO.
Addressed to: __________________________________________________________
ISSUE OF UPTO 5000 (FIVE THOUSAND) RATED, LISTED, SECURED, REDEEMABLE NON-
CONVERTIBLE DEBENTURES OF THE FACE VALUE OF RS. 10,00,000/- (RUPEES TEN LAKH
ONLY) EACH (“DEBENTURES”), FOR CASH, AGGREGATING UPTO Rs. 500,00,00,000/- (RUPEES
FIVE HUNDRED CRORES ONLY) AT PAR, ON A PRIVATE PLACEMENT BASIS
DEBENTURE APPLIED FOR:
Sl. No No. of Debentures (in figures
and in words)
Issue Price per
Debenture (Rs.)
Amount (Rs.)
10,00,000
Total
Private Placement Offer Letter Private and Confidential
FOR PRIVATE CIRCULATION ONLY Serial Number: 01
Name of Investor: Kotak Mahindra Prime Limited
81
DETAILS OF PAYMENT:
RTGS/ NEFT/ Electronic fund transfer
No. _____________ dated ________ from __________________________________________ (name of bank)
Funds transferred to –Oberoi Realty limited - Debenture proceeds
Account Number - 2714061315
Dated ____________
Total amount remitted
(In Figures) Rs.______________/- (In words) Rupees __________________________________________ Only
APPLICANT’S NAME IN FULL (CAPITALS) SPECIMEN SIGNATURE
APPLICANT’S ADDRESS
ADDRESS
STREET
CITY
PIN PHONE FAX
EMAIL ID
APPLICANT’S PAN/GIR NO. _____________ IT CIRCLE/WARD/DISTRICT ____
WE ARE ( ) COMPANY; ( ) OTHERS, PLEASE SPECIFY __________
We have read and understood the Terms and Conditions of the issue of Debentures contained in the Offer
Private Placement Offer Letter Private and Confidential
FOR PRIVATE CIRCULATION ONLY Serial Number: 01
Name of Investor: Kotak Mahindra Prime Limited
82
Documents including the Risk Factors described in the Information Memorandum and have considered these in
making our decision to apply. We bind ourselves to these terms and conditions and wish to apply for allotment of
these Debentures. We request you to please place our name(s) on the Register of Debenture Holders.
We the undersigned, are agreeable to holding the Debentures of the Issuer in dematerialised form. Details of
my/our Beneficial Owner Account are given below:
Details for Issue of Debentures in Electronic / Dematerialised Form
DEPOSITORY CDSL ( ) NSDL ( )
DEPOSITORY PARTICIPANT NAME
DP-ID
BENEFICIARY ACCOUNT NUMBER
NAME OF THE APPLICANT(S)
Applicant Bank Account (For settlement by way
of NEFT, RTGS, electronic fund transfer)
Bank Name & Branch
Account no.
Nature of account
We understand and confirm that the information provided in the Offer Documents is provided by the Issuer and
the same has not been verified by any legal advisors to the Issuer and other intermediaries and their agents and
advisors associated with this Issue. We confirm that we have for the purpose of investing in these Debentures
carried out our own due diligence and made our own decisions with respect to investment in these Debentures and
have not relied on any representations made by anyone other than the Issuer, if any.
We understand that: (i) in case of allotment of Debentures to us, our Beneficiary Account as mentioned above
would get credited to the extent of allotted Debentures, (ii) the Applicant must ensure that the sequence of names
as mentioned in the Application Form matches the sequence of name held with our Depository Participant, (iii) if
the names of the Applicant in this application are not identical and also not in the same order as the Beneficiary
Account details with the above mentioned Depository Participant or if the Debentures cannot be credited to our
Beneficiary Account for any reason whatsoever, the Issuer shall be entitled at its sole discretion to reject the
application or issue the Debentures in physical form.
We understand that we are assuming on our own account, all risk of loss that may occur or be suffered by us
including as to the returns on and/or the sale value of the Debentures.
Private Placement Offer Letter Private and Confidential
FOR PRIVATE CIRCULATION ONLY Serial Number: 01
Name of Investor: Kotak Mahindra Prime Limited
83
Name of the Authorised
Signatory(ies)
Designation Signature
PART B of PAS-4
(To be filed by the Applicant)
(i) Name: _________________________________________________________
(ii) Father's name: __________________________________________________
(iii) Complete Address including Flat/House Number, Street, Locality, Pin Code:
___________________________________________________________________________________
___________________________________________________________________________________
(iv) Phone number, if any: _____________________________________________________________
(v) Email ID, if any: __________________________________________________________________
(vi) PAN Number: ___________________________________________________________________
(vii) Bank Account Details: ________________________________________________________________
Signature
Initial of the Officer of the company designated to keep the record: _______
-------------------------------------------------(TEAR HERE)--------------------------------------------
Private Placement Offer Letter Private and Confidential
FOR PRIVATE CIRCULATION ONLY Serial Number: 01
Name of Investor: Kotak Mahindra Prime Limited
84
ACKNOWLEDGMENT SLIP
(To be filled in by Applicant) SERIAL NO. - - - - - - - -
Received from _______________________________________________
Address________________________________________________________________
______________________________________________________________________
UTR # ______________ dated ______ from _______________________________ (name of bank, branch) for
Rs. _____________ on account of application of Debenture(s) as under:
Sl No. No. of Debentures (in figures
and in words)
Issue Price per
Debenture (Rs.)
Amount (Rs.)
1 10,00,000
Total
Private Placement Offer Letter Private and Confidential
FOR PRIVATE CIRCULATION ONLY Serial Number: 01
Name of Investor: Kotak Mahindra Prime Limited
85
ANNEXURE 5: DECLARATION OF DIRECTOR
DECLARATION BY THE DIRECTORS THAT-
(a) the Company has complied with the provisions of the Companies Act 2013 and the rules made
thereunder;
(b) the compliance with the said Act and the rules made thereunder do not imply that payment of
dividend or interest or repayment of preference shares or debentures, if applicable, is guaranteed
by the Central Government;
(c) the monies received under the offer shall be used only for the purposes and objects indicated in
the private placement offer cum application letter;
I am authorised by the NCD Committee of Board of Directors of the company vide resolution number S.
No. 1 dated September 28, 2020 to sign this form and declare that all the requirements of Companies Act,
2013 and the rules made thereunder in respect of the subject matter of this form and matters incidental
thereto have been complied with. Whatever is stated in this form and in the attachments thereto is true,
correct and complete and no information material to the subject matter of this form has been suppressed
or concealed and is as per the original records maintained by the promoters subscribing to the
Memorandum of Association and Articles of Association. It is further declared and verified that all the
required attachments have been completely, correctly and legibly attached to this form.
For Oberoi Realty Limited
……………………………………………
Saumil Daru
Director
Date: September 30, 2020
Place: Mumbai
Private Placement Offer Letter Private and Confidential
FOR PRIVATE CIRCULATION ONLY Serial Number: 01
Name of Investor: Kotak Mahindra Prime Limited
86
ANNEXURE 6: BOARD RESOLUTION AND NCD COMMITTEE RESOLUTION
Private Placement Offer Letter Private and Confidential
FOR PRIVATE CIRCULATION ONLY Serial Number: 01
Name of Investor: Kotak Mahindra Prime Limited
87
ANNEXURE 7: CONDITIONS PRECEDENT SATISFACTION CERTIFICATE
Private Placement Offer Letter Private and Confidential
FOR PRIVATE CIRCULATION ONLY Serial Number: 01
Name of Investor: Kotak Mahindra Prime Limited
88
ANNEXURE 8: RELATED PARTY
186 Annual Report 2019-20
NO
TE 3
6. R
ELA
TED
PA
RTy
DIS
CLO
SUR
ES
36.1
Na
me o
f re
late
d p
art
ies
an
d r
ela
ted
pa
rty
rela
tion
ship
(i)
Rela
ted
pa
rtie
s w
here
con
trol/
join
t co
ntr
ol ex
ists
Subs
idia
ries
Obe
roi C
onst
ruct
ions
Lim
ited
Obe
roi M
all L
imite
d K
ings
ton
Prop
erty
Ser
vice
s Li
mite
d K
ings
ton
Hos
pita
lity
and
Dev
elop
ers
Priv
ate
Lim
ited
Sig
ht R
ealty
Priv
ate
Lim
ited
Buo
yant
Rea
lty L
LP A
stir
Real
ty L
LP E
xpre
ssio
ns R
ealty
Priv
ate
Lim
ited
Incl
ine
Real
ty P
rivat
e Li
mite
d P
ersp
ectiv
e Re
alty
Priv
ate
Lim
ited
Inte
grus
Rea
lty P
rivat
e Li
mite
d P
ursu
it Re
alty
LLP
Eve
nsta
r H
otel
s Pr
ivat
e Li
mite
d
Join
t Ven
ture
s S
anga
m C
ity T
owns
hip
Priv
ate
Lim
ited
I-Ve
n Re
alty
Lim
ited
(ii)
O
ther
pa
rtie
s w
ith
wh
om
tra
nsa
ctio
ns
ha
ve t
aken
pla
ce d
uri
ng
th
e y
ea
r Ke
y m
anag
emen
t per
sonn
el a
nd th
eir
rela
tives
Vik
as O
bero
i S
anto
sh O
bero
i B
indu
Obe
roi
Gay
atri
Obe
roi
Sau
mil
Dar
u D
arsh
a D
aru
Ani
l Har
ish
Tilo
kcha
nd P
Ost
wal
Ven
kate
sh M
ysor
e T
ina
Trik
ha
Entit
ies
whe
re k
ey m
anag
emen
t per
sonn
el h
ave
sign
ifica
nt in
fluen
ce R
. S. E
stat
e D
evel
oper
s Pr
ivat
e Li
mite
d O
bero
i Fou
ndat
ion
R. S
. V. A
ssoc
iate
s N
eo R
ealty
Priv
ate
Lim
ited
Aqu
ila R
ealty
Priv
ate
Lim
ited
Pan
arom
ic B
each
Pro
perti
es P
rivat
e Li
mite
d
Ent
ities
whe
re s
igni
fican
t inf
luen
ce e
xist
Shr
i Sid
dhi A
venu
e LL
P O
asis
Rea
lty
NO
TES
FORM
INg
PA
RT
OF
STA
ND
ALO
NE
IND
AS
FIN
AN
CIA
L ST
ATE
MEN
TS
Annual Report 2019-20 187
NO
TE 3
6. R
ELA
TED
PA
RTy
DIS
CLO
SUR
ES (
CO
NTD
.)
36.2
Rela
ted
pa
rty
tra
nsa
ctio
ns
(` in
Lak
h)
Na
ture
of
tra
nsa
ctio
nN
am
e J
oin
t V
entu
res
Sub
sid
iari
es E
nti
ties
wh
ere
key
ma
na
gem
ent
per
son
nel
ha
ve
sig
nif
ica
nt
infl
uen
ce
En
titi
es w
her
e si
gn
ific
an
t in
flue
nce
ex
ist
Key
ma
na
gem
ent
per
son
nel
an
d t
hei
r re
lati
ves
Ma
rch
31,
20
20 M
arc
h 3
1,
2019
Ma
rch
31,
20
20 M
arc
h 3
1,
2019
Ma
rch
31,
20
20 M
arc
h 3
1,
2019
Ma
rch
31,
20
20 M
arc
h 3
1,
2019
Ma
rch
31,
20
20 M
arc
h 3
1,
2019
Amou
nt p
aid
on
beha
lf of
Obe
roi C
onstr
uctio
ns
Lim
ited
- -
0.2
7 1
.78
- -
- -
- -
Obe
roi M
all L
imite
d -
- -
56.
95 -
- -
- -
-O
bero
i Fou
ndat
ion
- -
- -
- 0
.25
- -
- -
Amou
nt re
ceiv
ed o
n be
half
byKi
ngsto
n Pr
oper
ty
Serv
ices
Lim
ited
- -
1.7
4 3
.37
- -
- -
- -
Amou
nt re
ceiv
ed o
n be
half
ofIn
clin
e Re
alty
Priv
ate
Lim
ited
- -
- 1
.20
- -
- -
- -
King
ston
Prop
erty
Se
rvic
es L
imite
d -
- 7
1.66
1.2
9 -
- -
- -
-
Obe
roi M
all L
imite
d -
- 0
.24
- -
- -
- -
-Pe
rspe
ctiv
e Re
alty
Pr
ivat
e Li
mite
d -
- -
0.0
0 -
- -
- -
-
Com
miss
ion
paid
to
Dire
ctor
sAn
il H
arish
- -
- -
- -
- -
- 1
1.00
Tilo
kcha
nd P
Ostw
al -
- -
- -
- -
- 1
1.00
11.
00Ve
nkat
esh
Mys
ore
- -
- -
- -
- -
11.
00 1
1.00
Tina
Trik
ha -
- -
- -
- -
- 1
1.00
-C
urre
nt c
apita
l co
ntrib
utio
n ac
coun
t - p
aid
Astir
Rea
lty L
LP -
- 5
81.1
2 3
,940
.70
- -
- -
- -
Buoy
ant R
ealty
LLP
- -
108
.76
65.
09 -
- -
- -
-
Cur
rent
cap
ital
cont
ribut
ion
acco
unt -
rece
ived
ba
ck
Astir
Rea
lty L
LP -
- 3
,941
.22
1,9
79.1
3 -
- -
- -
-Bu
oyan
t Rea
lty L
LP -
- 2
4.95
3.7
1 -
- -
- -
-
Div
iden
d pa
idBi
ndu
Obe
roi
- -
- -
- -
- -
0.0
0 0
.00
NO
TES
FORM
INg
PA
RT
OF
STA
ND
ALO
NE
IND
AS
FIN
AN
CIA
L ST
ATE
MEN
TS
188 Annual Report 2019-20
Na
ture
of
tra
nsa
ctio
nN
am
e J
oin
t V
entu
res
Sub
sid
iari
es E
nti
ties
wh
ere
key
ma
na
gem
ent
per
son
nel
ha
ve
sig
nif
ica
nt
infl
uen
ce
En
titi
es w
her
e si
gn
ific
an
t in
flue
nce
ex
ist
Key
ma
na
gem
ent
per
son
nel
an
d t
hei
r re
lati
ves
Ma
rch
31,
20
20 M
arc
h 3
1,
2019
Ma
rch
31,
20
20 M
arc
h 3
1,
2019
Ma
rch
31,
20
20 M
arc
h 3
1,
2019
Ma
rch
31,
20
20 M
arc
h 3
1,
2019
Ma
rch
31,
20
20 M
arc
h 3
1,
2019
Gay
atri
Obe
roi
- -
- -
- -
- -
0.0
0 0
.00
R. S
. Esta
te D
evel
oper
s Pr
ivat
e Li
mite
d -
- -
- 6
66.0
0 6
66.0
0 -
- -
-
Sant
osh
Obe
roi
- -
- -
- -
- -
0.0
2 0
.02
Vika
s O
bero
i -
- -
- -
- -
- 4
,257
.47
4,2
57.4
7Sa
umil
Dar
u -
- -
- -
- -
- 0
.95
0.9
5D
arsh
a D
aru
- -
- -
- -
- -
0.0
1 0
.01
Div
iden
d re
ceiv
edO
bero
i Con
struc
tions
Li
mite
d -
- 5
10.0
0 5
10.0
0 -
- -
- -
-
Obe
roi M
all L
imite
d -
- 6
,761
.70
6,2
82.0
0 -
- -
- -
-Eq
uity
com
pone
nt
of in
tere
st fre
e lo
anEx
pres
sions
Rea
lty
Priv
ate
Lim
ited
- -
24.
14 6
.51
- -
- -
- -
Sigh
t Rea
lty P
rivat
e Li
mite
d -
- -
7.4
4 -
- -
- -
-
Inte
rest
on o
ther
de
posit
King
ston
Prop
erty
Se
rvic
es L
imite
d -
- 9
.23
7.8
5 -
- -
- -
-
Subs
crip
tion
to
Shar
esEv
ensta
r Hot
els
Priv
ate
Lim
ited
- -
1.0
0 -
- -
- -
- -
Inte
rest
inco
me
Shri
Sidd
hi A
venu
e LL
P -
- -
- -
- 2
,544
.77
1,9
54.1
7 -
-In
tere
st on
loan
(m
easu
red
at
amor
tised
cos
t)
Expr
essio
ns R
ealty
Pr
ivat
e Li
mite
d -
- 4
24.3
5 3
73.6
2 -
- -
- -
-
Inte
grus
Rea
lty P
rivat
e Li
mite
d -
- 8
4.82
76.
71 -
- -
- -
-
King
ston
Hos
pita
lity
and
Dev
elop
ers
Priv
ate
Lim
ited
- -
94.
25 8
5.07
- -
- -
- -
NO
TES
FORM
INg
PA
RT
OF
STA
ND
ALO
NE
IND
AS
FIN
AN
CIA
L ST
ATE
MEN
TS
NO
TE 3
6. R
ELA
TED
PA
RTy
DIS
CLO
SUR
ES (
CO
NTD
.)
36.2
Rela
ted
pa
rty
tra
nsa
ctio
ns
(` in
Lak
h)
Annual Report 2019-20 189
NO
TES
FORM
INg
PA
RT
OF
STA
ND
ALO
NE
IND
AS
FIN
AN
CIA
L ST
ATE
MEN
TS
NO
TE 3
6. R
ELA
TED
PA
RTy
DIS
CLO
SUR
ES (
CO
NTD
.)
36.2
Rela
ted
pa
rty
tra
nsa
ctio
ns
(` in
Lak
h)
Na
ture
of
tra
nsa
ctio
nN
am
e J
oin
t V
entu
res
Sub
sid
iari
es E
nti
ties
wh
ere
key
ma
na
gem
ent
per
son
nel
ha
ve
sig
nif
ica
nt
infl
uen
ce
En
titi
es w
her
e si
gn
ific
an
t in
flue
nce
ex
ist
Key
ma
na
gem
ent
per
son
nel
an
d t
hei
r re
lati
ves
Ma
rch
31,
20
20 M
arc
h 3
1,
2019
Ma
rch
31,
20
20 M
arc
h 3
1,
2019
Ma
rch
31,
20
20 M
arc
h 3
1,
2019
Ma
rch
31,
20
20 M
arc
h 3
1,
2019
Ma
rch
31,
20
20 M
arc
h 3
1,
2019
Sigh
t Rea
lty P
rivat
e Li
mite
d -
- 6
.19
1.6
7 -
- -
- -
-
Sang
am C
ity T
owns
hip
Priv
ate
Lim
ited
398
.29
359
.61
- -
- -
- -
- -
Inte
rest
on
pref
eren
ce s
hare
sI-V
en R
ealty
Lim
ited
79.
53 7
1.75
- -
- -
- -
- -
Loan
giv
enEx
pres
sions
Rea
lty
Priv
ate
Lim
ited
- -
237
.95
47.
46 -
- -
- -
-
Inte
grus
Rea
lty P
rivat
e Li
mite
d -
- 3
2.15
19.
78 -
- -
- -
-
Incl
ine
Real
ty P
rivat
e Li
mite
d -
- 1
,18,
171.
80 8
4,77
8.72
- -
- -
- -
King
ston
Hos
pita
lity
and
Dev
elop
ers
Priv
ate
Lim
ited
- -
24.
90 1
5.85
- -
- -
- -
King
ston
Prop
erty
Se
rvic
es L
imite
d -
- 6
4.00
105
.00
- -
- -
- -
Obe
roi C
onstr
uctio
ns
Lim
ited
- -
96,
087.
001,
73,0
11.7
9 -
- -
- -
-
Obe
roi M
all L
imite
d -
- -
5,9
51.6
0 -
- -
- -
-Si
ght R
ealty
Priv
ate
Lim
ited
- -
23.
40 1
40.9
0 -
- -
- -
-
Even
star H
otel
s Pr
ivat
e Li
mite
d -
- 0
.25
- -
- -
- -
-
I-Ven
Rea
lty L
imite
d 7
27.0
0 6
,649
.00
- -
- -
- -
- -
Shri
Sidd
hi A
venu
e LL
P -
- -
- -
- 9
52.0
0 2
,071
.16
- -
Loan
rece
ived
Obe
roi M
all L
imite
d -
- 2
7,91
3.80
9,4
38.4
0 -
- -
- -
-Vi
kas
Obe
roi
- -
- -
- -
- -
2,9
93.0
0 -
190 Annual Report 2019-20
Na
ture
of
tra
nsa
ctio
nN
am
e J
oin
t V
entu
res
Sub
sid
iari
es E
nti
ties
wh
ere
key
ma
na
gem
ent
per
son
nel
ha
ve
sig
nif
ica
nt
infl
uen
ce
En
titi
es w
her
e si
gn
ific
an
t in
flue
nce
ex
ist
Key
ma
na
gem
ent
per
son
nel
an
d t
hei
r re
lati
ves
Ma
rch
31,
20
20 M
arc
h 3
1,
2019
Ma
rch
31,
20
20 M
arc
h 3
1,
2019
Ma
rch
31,
20
20 M
arc
h 3
1,
2019
Ma
rch
31,
20
20 M
arc
h 3
1,
2019
Ma
rch
31,
20
20 M
arc
h 3
1,
2019
Loan
rece
ived
bac
kEx
pres
sions
Rea
lty
Priv
ate
Lim
ited
- -
17.
40 1
4.60
- -
- -
- -
Inte
grus
Rea
lty P
rivat
e Li
mite
d -
- 3
0.60
14.
60 -
- -
- -
-
Incl
ine
Real
ty P
rivat
e Li
mite
d -
- 6
4,85
3.95
76,
463.
78 -
- -
- -
-
King
ston
Hos
pita
lity
and
Dev
elop
ers
Priv
ate
Lim
ited
- -
24.
60 1
5.25
- -
- -
- -
King
ston
Prop
erty
Se
rvic
es L
imite
d -
- 6
4.00
105
.00
- -
- -
- -
Obe
roi C
onstr
uctio
ns
Lim
ited
- -
1,3
8,89
3.50
78,
716.
70 -
- -
- -
-
Obe
roi M
all L
imite
d -
- -
5,9
51.6
0 -
- -
- -
-Si
ght R
ealty
Priv
ate
Lim
ited
- -
23.
90 5
5.40
- -
- -
- -
Shri
Sidd
hi A
venu
e LL
P -
- -
- -
- -
29.
00 -
-Pr
ofit
shar
ing
King
ston
Prop
erty
Se
rvic
es L
imite
d -
- 6
9.98
62.
37 -
- -
- -
-
Purc
hase
of
mat
eria
lsIn
clin
e Re
alty
Priv
ate
Lim
ited
- -
0.1
0 1
.17
- -
- -
- -
Obe
roi C
onstr
uctio
ns
Lim
ited
- -
0.8
8 0
.49
- -
- -
- -
Reco
very
of
expe
nses
Incl
ine
Real
ty P
rivat
e Li
mite
d -
- 1
5.20
12.
74 -
- -
- -
-
Neo
Rea
lty P
rivat
e Li
mite
d -
- -
- 0
.18
0.2
2 -
- -
-
NO
TES
FORM
INg
PA
RT
OF
STA
ND
ALO
NE
IND
AS
FIN
AN
CIA
L ST
ATE
MEN
TS
NO
TE 3
6. R
ELA
TED
PA
RTy
DIS
CLO
SUR
ES (
CO
NTD
.)
36.2
Rela
ted
pa
rty
tra
nsa
ctio
ns
(` in
Lak
h)
Annual Report 2019-20 191
Na
ture
of
tra
nsa
ctio
nN
am
e J
oin
t V
entu
res
Sub
sid
iari
es E
nti
ties
wh
ere
key
ma
na
gem
ent
per
son
nel
ha
ve
sig
nif
ica
nt
infl
uen
ce
En
titi
es w
her
e si
gn
ific
an
t in
flue
nce
ex
ist
Key
ma
na
gem
ent
per
son
nel
an
d t
hei
r re
lati
ves
Ma
rch
31,
20
20 M
arc
h 3
1,
2019
Ma
rch
31,
20
20 M
arc
h 3
1,
2019
Ma
rch
31,
20
20 M
arc
h 3
1,
2019
Ma
rch
31,
20
20 M
arc
h 3
1,
2019
Ma
rch
31,
20
20 M
arc
h 3
1,
2019
Oas
is Re
alty
- -
- -
- -
3.6
9 -
- -
Obe
roi F
ound
atio
n -
- -
- -
1.1
2 -
- -
-Ki
ngsto
n Pr
oper
ty
Serv
ices
Lim
ited
- -
22.
08 -
- -
- -
- -
Obe
roi C
onstr
uctio
ns
Lim
ited
- -
41.
36 -
- -
- -
- -
I-Ven
Rea
lty L
imite
d 0
.07
- -
- -
- -
- -
-O
bero
i Mal
l Lim
ited
- -
66.
43 -
- -
- -
- -
Shri
Sidd
hi A
venu
es L
LP -
- -
- -
- 0
.01
- -
-Re
imbu
rsem
ent o
f ex
pens
esKi
ngsto
n Pr
oper
ty
Serv
ices
Lim
ited
- -
697
.81
897
.31
- -
- -
- -
Oas
is Re
alty
- -
- -
- -
0.0
5 -
- -
Rem
uner
atio
nVi
kas
Obe
roi
- -
- -
- -
- -
0.0
0 0
.00
Saum
il D
aru
- -
- -
- -
- -
324
.67
199
.32
Rent
rece
ived
Neo
Rea
lty P
rivat
e Li
mite
d -
- -
- 0
.12
0.1
2 -
- -
-
Obe
roi F
ound
atio
n -
- -
- 3
,469
.20
3,4
73.4
0 -
- -
-Aq
uila
Rea
lty P
rivat
e Li
mite
d -
- -
- 0
.23
0.2
3 -
- -
-
Rent
rece
ived
on
beha
lf by
Pers
pect
ive
Real
ty
Priv
ate
Lim
ited
- -
0.0
2 0
.02
- -
- -
- -
Sale
of a
sset
sIn
clin
e Re
alty
Priv
ate
Lim
ited
- -
- 0
.02
- -
- -
- -
Shri
Sidd
hi A
venu
e LL
P -
- -
- -
- -
0.2
0 -
-Sa
le o
f mat
eria
lsO
asis
Real
ty -
- -
- -
- -
0.1
3 -
-O
bero
i Con
struc
tions
Li
mite
d -
- 1
2.11
117
.17
- -
- -
- -
NO
TES
FORM
INg
PA
RT
OF
STA
ND
ALO
NE
IND
AS
FIN
AN
CIA
L ST
ATE
MEN
TS
NO
TE 3
6. R
ELA
TED
PA
RTy
DIS
CLO
SUR
ES (
CO
NTD
.)
36.2
Rela
ted
pa
rty
tra
nsa
ctio
ns
(` in
Lak
h)
192 Annual Report 2019-20
NO
TES
FORM
INg
PA
RT
OF
STA
ND
ALO
NE
IND
AS
FIN
AN
CIA
L ST
ATE
MEN
TS
NO
TE 3
6. R
ELA
TED
PA
RTy
DIS
CLO
SUR
ES (
CO
NTD
.)
36.2
Rela
ted
pa
rty
tra
nsa
ctio
ns
(` in
Lak
h)
Na
ture
of
tra
nsa
ctio
nN
am
e J
oin
t V
entu
res
Sub
sid
iari
es E
nti
ties
wh
ere
key
ma
na
gem
ent
per
son
nel
ha
ve
sig
nif
ica
nt
infl
uen
ce
En
titi
es w
her
e si
gn
ific
an
t in
flue
nce
ex
ist
Key
ma
na
gem
ent
per
son
nel
an
d t
hei
r re
lati
ves
Ma
rch
31,
20
20 M
arc
h 3
1,
2019
Ma
rch
31,
20
20 M
arc
h 3
1,
2019
Ma
rch
31,
20
20 M
arc
h 3
1,
2019
Ma
rch
31,
20
20 M
arc
h 3
1,
2019
Ma
rch
31,
20
20 M
arc
h 3
1,
2019
Incl
ine
Real
ty P
rivat
e Li
mite
d -
- 3
1.76
7.3
1 -
- -
- -
-
Pana
rom
ic B
each
Pr
oper
ties
Priv
ate
Lim
ited
- -
- -
- 0
.39
- -
- -
Sale
s re
turn
Obe
roi C
onstr
uctio
ns
Lim
ited
- -
- 1
.28
- -
- -
- -
Sitti
ng fe
esAn
il H
arish
- -
- -
- -
- -
0.8
5 4
.50
Tilo
kcha
nd P
Ostw
al -
- -
- -
- -
- 4
.20
4.4
0Ve
nkat
esh
Mys
ore
- -
- -
- -
- -
4.2
0 3
.80
Kara
mjit
Sin
gh K
alsi
- -
- -
- -
- -
0.5
0 0
.50
Tina
Trik
ha -
- -
- -
- -
- 3
.20
-Tr
ansf
er fe
esR.
S. E
state
Dev
elop
ers
Priv
ate
Lim
ited
- -
- -
5.1
1 -
- -
- -
Inve
stmen
t in
perp
etua
l bon
dI-V
en R
ealty
Lim
ited
- 3
2.00
- -
- -
- -
- -
Rede
mpt
ion
of
perp
etua
l bon
dI-V
en R
ealty
Lim
ited
- 5
,824
.00
- -
- -
- -
- -
Spon
sors
hip
Expe
nses
Obe
roi F
ound
atio
n -
- -
- 0
.85
- -
- -
-
Loan
repa
idO
bero
i Mal
l Lim
ited
- -
13,
617.
00 1
6,40
6.40
- -
- -
- -
Vika
s O
bero
i -
- -
- -
- -
- 3
,015
.00
4,1
62.0
0
Annual Report 2019-20 193
NO
TES
FORM
INg
PA
RT
OF
STA
ND
ALO
NE
IND
AS
FIN
AN
CIA
L ST
ATE
MEN
TS
NO
TE 3
6. R
ELA
TED
PA
RTy
DIS
CLO
SUR
ES (
CO
NTD
.)
36.3
Clo
sin
g b
ala
nce
s of
rela
ted
pa
rtie
s (`
in L
akh)
Na
ture
of
tra
nsa
ctio
nN
am
e J
oin
t V
entu
res
Sub
sid
iari
es E
nti
ties
wh
ere
key
ma
na
gem
ent
per
son
nel
ha
ve
sig
nif
ica
nt
infl
uen
ce
En
titi
es w
her
e si
gn
ific
an
t in
flue
nce
ex
ist
Key
ma
na
gem
ent
per
son
nel
an
d t
hei
r re
lati
ves
Ma
rch
31,
20
20 M
arc
h 3
1,
2019
Ma
rch
31,
20
20 M
arc
h 3
1,
2019
Ma
rch
31,
20
20 M
arc
h 3
1,
2019
Ma
rch
31,
20
20 M
arc
h 3
1,
2019
Ma
rch
31,
20
20 M
arc
h 3
1,
2019
Cor
pora
te
guar
ante
e gi
ven
Incl
ine
Real
ty P
rivat
e Li
mite
d -
- 3
7,50
0.00
75,
000.
00 -
- -
- -
-
Oas
is Re
alty
- -
- -
- -
- 5
,617
.17
- -
Cur
rent
cap
ital
cont
ribut
ion
acco
unt -
pai
d
Astir
Rea
lty L
LP -
- 2
0,69
1.99
24,
052.
09 -
- -
- -
-Bu
oyan
t Rea
lty L
LP -
- 1
45.1
9 6
1.37
- -
- -
- -
Dep
osit
rece
ived
Obe
roi F
ound
atio
n -
- -
- 2
,940
.00
2,9
40.0
0 -
- -
-Eq
uity
com
pone
nt
of in
tere
st fre
e lo
anEx
pres
sions
Rea
lty
Priv
ate
Lim
ited
- -
2,3
19.6
7 2
,295
.54
- -
- -
- -
Inte
grus
Rea
lty P
rivat
e Li
mite
d -
- 4
42.3
9 4
42.3
9 -
- -
- -
-
King
ston
Hos
pita
lity
and
Dev
elop
ers
Priv
ate
Lim
ited
- -
781
.81
781
.81
- -
- -
- -
Sigh
t Rea
lty P
rivat
e Li
mite
d -
- 1
38.7
8 1
38.7
8 -
- -
- -
-
Sang
am C
ity T
owns
hip
Priv
ate
Lim
ited
3,3
01.1
3 3
,301
.13
- -
- -
- -
- -
Equi
ty c
ompo
nent
of
opt
iona
lly
conv
ertib
le
debe
ntur
e
I-Ven
Rea
lty L
imite
d 3
,115
.52
3,1
15.5
2 -
- -
- -
- -
-
Loan
giv
enSa
ngam
City
Tow
nshi
p Pr
ivat
e Li
mite
d 4
,202
.30
3,8
04.0
1 -
- -
- -
- -
-
Expr
essio
ns R
ealty
Pr
ivat
e Li
mite
d -
- 4
,422
.22
3,8
01.4
6 -
- -
- -
-
194 Annual Report 2019-20
Na
ture
of
tra
nsa
ctio
nN
am
e J
oin
t V
entu
res
Sub
sid
iari
es E
nti
ties
wh
ere
key
ma
na
gem
ent
per
son
nel
ha
ve
sig
nif
ica
nt
infl
uen
ce
En
titi
es w
her
e si
gn
ific
an
t in
flue
nce
ex
ist
Key
ma
na
gem
ent
per
son
nel
an
d t
hei
r re
lati
ves
Ma
rch
31,
20
20 M
arc
h 3
1,
2019
Ma
rch
31,
20
20 M
arc
h 3
1,
2019
Ma
rch
31,
20
20 M
arc
h 3
1,
2019
Ma
rch
31,
20
20 M
arc
h 3
1,
2019
Ma
rch
31,
20
20 M
arc
h 3
1,
2019
Inte
grus
Rea
lty P
rivat
e Li
mite
d -
- 9
14.8
2 8
28.4
5 -
- -
- -
-
Incl
ine
Real
ty P
rivat
e Li
mite
d -
- 9
7,90
9.77
44,
591.
92 -
- -
- -
-
King
ston
Hos
pita
lity
and
Dev
elop
ers
Priv
ate
Lim
ited
- -
992
.17
897
.62
- -
- -
- -
Obe
roi C
onstr
uctio
ns
Lim
ited
- -
1,8
1,40
9.50
2,24
,216
.00
- -
- -
- -
Sigh
t Rea
lty P
rivat
e Li
mite
d -
- 5
80.3
7 5
74.6
8 -
- -
- -
-
Even
star H
otel
s Pr
ivat
e Li
mite
d -
- 0
.25
- -
- -
- -
-
Shri
Sidd
hi A
venu
e LL
P -
- -
- -
- 1
7,78
4.56
14,
542.
27 -
-I-V
en R
ealty
Lim
ited
7,3
76.0
0 6
,649
.00
- -
- -
- -
- -
Loan
rece
ived
Obe
roi M
all L
imite
d -
- 1
7,79
0.20
3,4
93.4
0 -
- -
- -
-Vi
kas
Obe
roi
- -
- -
- -
- -
4,7
24.0
0 4
,746
.00
Reco
very
of
expe
nses
Neo
Rea
lty P
rivat
e Li
mite
d -
- -
- 0
.09
0.0
7 -
- -
-
Inve
stmen
t in
perp
etua
l bon
dI-V
en R
ealty
Lim
ited
2,6
23.8
8 2
,623
.88
- -
- -
- -
- -
Equi
ty c
ompo
nent
of
pre
fere
nce
shar
eI-V
en R
ealty
Lim
ited
2,1
43.5
1 2
,143
.51
- -
- -
- -
- -
Loan
of t
rans
fera
ble
deve
lopm
ent r
ight
sO
bero
i Con
struc
tions
Li
mite
d -
- 8
64.3
0 sq
.mt
864.
30 sq
.mt
- -
- -
- -
Expe
nses
tow
ards
gra
tuity
and
leav
e en
cash
men
t pro
visio
ns a
re d
eter
min
ed a
ctua
rially
on
an o
vera
ll C
ompa
ny b
asis
at th
e en
d of
eac
h ye
ar a
nd a
ccor
ding
ly h
ave
not b
een
cons
ider
ed in
the
abov
e in
form
atio
n of
Mr.
Saum
il D
aru.
NO
TES
FORM
INg
PA
RT
OF
STA
ND
ALO
NE
IND
AS
FIN
AN
CIA
L ST
ATE
MEN
TS
NO
TE 3
6. R
ELA
TED
PA
RTy
DIS
CLO
SUR
ES (
CO
NTD
.)
36.3
Clo
sin
g b
ala
nce
s of
rela
ted
pa
rtie
s
(`
in L
akh)
Annual Report 2018-19 195
Na
me o
f re
late
d p
art
ies
an
d r
ela
ted
pa
rty
rela
tion
ship
Sub
sidi
arie
s O
bero
i Con
stru
ctio
ns L
imite
d
Obe
roi M
all L
imite
d Ki
ngst
on P
rope
rty S
ervi
ces
Lim
ited
Ki
ngst
on H
ospi
talit
y an
d D
evel
oper
s Pr
ivat
e Li
mite
d Si
ght R
ealty
Priv
ate
Lim
ited
Buoy
ant R
ealty
LLP
As
tir R
ealty
LLP
Ex
pres
sion
s Re
alty
Priv
ate
Lim
ited
In
clin
e Re
alty
Priv
ate
Lim
ited
Pers
pect
ive
Real
ty P
rivat
e Li
mite
d
Inte
grus
Rea
lty P
rivat
e Li
mite
d Pu
rsui
t Rea
lty L
LP
Join
t Ven
ture
s Sa
ngam
City
Tow
nshi
p Pr
ivat
e Li
mite
d I-V
en R
ealty
Lim
ited
Key
man
agem
ent
pers
onne
l and
thei
r re
lativ
es
Vika
s O
bero
i Sa
ntos
h O
bero
i Bi
ndu
Obe
roi
Gay
atri
Obe
roi
Saum
il D
aru
Dar
sha
Dar
u An
il H
aris
h Ti
lokc
hand
Ost
wal
Ve
nkat
esh
Mys
ore
Kara
mjit
Sin
gh K
alsi
Entit
ies
whe
re k
ey
man
agem
ent p
erso
nnel
ha
ve s
igni
fican
t inf
luen
ce
R. S
. Est
ate
Dev
elop
ers
Priv
ate
Lim
ited
Obe
roi F
ound
atio
n
R. S
. V. A
ssoc
iate
s N
eo R
ealty
Priv
ate
Lim
ited
Aqui
la R
ealty
Priv
ate
Ltd
Pana
rom
ic B
each
Pro
perti
es P
vt L
td
Entit
ies
whe
re
sign
ifica
nt
influ
ence
exi
st S
hri S
iddh
i Ave
nue
LLP
Oas
is R
ealty
NO
TES
FORM
ING
PA
RT
OF
STA
ND
ALO
NE
FIN
AN
CIA
L ST
ATE
MEN
TS
196 Annual Report 2018-19
Rela
ted
pa
rty
tra
nsa
ctio
ns
(` in
Lak
h)N
atu
re o
f tr
an
sact
ion
Na
me
Su
bsi
dia
ries
Enti
ties
wh
ere
key
ma
na
gem
en
t p
ers
on
nel h
ave
En
titi
es
wh
ere
exis
t
Key
ma
na
gem
en
t p
ers
on
nel a
nd
th
eir
re
lati
ves
2019
20
1820
1920
1820
1920
1820
1920
1820
1920
18
Amou
nt p
aid
on
beha
lf of
Obe
roi C
onst
ruct
ions
Lim
ited
--
1.78
1.53
--
--
-O
bero
i Mal
l Lim
ited
--
56.9
537
.27
--
--
-O
bero
i Fou
ndat
ion
--
--
0.25
--
--
-Am
ount
pai
d on
be
half
byO
bero
i Con
stru
ctio
ns L
imite
d -
--
0.50
--
--
--
Amou
nt r
ecei
ved
on
beha
lf by
King
ston
Prop
erty
Serv
ices
Lim
ited
--
3.37
22.1
5-
--
--
-O
bero
i Con
stru
ctio
ns L
imite
d -
--
0.21
--
--
--
Amou
nt r
ecei
ved
on
beha
lf of
Incl
ine
Real
ty P
rivat
e Li
mite
d-
-1.
200.
36-
--
--
-Ki
ngst
on P
rope
rty S
ervi
ces
Lim
ited
--
1.29
4.27
--
--
--
Obe
roi C
onst
ruct
ions
Lim
ited
--
-5.
00-
--
--
-Pe
rspe
ctiv
e Re
alty
Priv
ate
Lim
ited
--
0.00
--
--
--
Can
cella
tion
of u
nit
Com
mis
sion
pai
d to
di
rect
ors
Obe
roi C
onst
ruct
ions
Lim
ited
--
827.
81-
--
--
-An
il H
aris
h-
--
--
--
-11
.00
11.0
0Ti
lokc
hand
Ost
wal
--
--
--
--
11.0
011
.00
Venk
ates
h M
ysor
e-
--
--
--
-11
.00
11.0
0Ka
ram
jit S
ingh
Kal
si-
--
--
--
--
11.0
0C
urre
nt c
apita
l co
ntrib
utio
n ac
coun
t -
paid
Astir
Rea
lty L
LP-
-3,
940.
707,
157.
68-
--
--
-Bu
oyan
t Rea
lty L
LP
--
65.0
9-
--
--
--
Cur
rent
cap
ital
cont
ribut
ion
acco
unt
- re
ceiv
ed b
ack
Astir
Rea
lty L
LP-
-1,
979.
1320
.05
--
--
--
Buoy
ant R
ealty
LLP
-
-3.
71-
--
--
--
Dep
osit
rece
ived
Obe
roi F
ound
atio
n -
--
--
2,14
0.00
--
--
Div
iden
d pa
idBi
ndu
Obe
roi
--
--
--
--
0.00
0.00
Gay
atri
Obe
roi
--
--
--
--
0.00
0.00
R. S
. Est
ate
Dev
elop
ers
Priv
ate
Lim
ited
--
--
666.
0066
6.00
--
-
Sant
osh
Obe
roi
--
--
--
--
0.02
0.02
Vika
s O
bero
i-
--
--
--
-4,
257.
474,
257.
47Sa
umil
Dar
u-
--
--
--
-0.
950.
95D
arsh
a D
aru
--
--
--
--
0.01
0.01
NO
TES
FORM
ING
PA
RT
OF
STA
ND
ALO
NE
FIN
AN
CIA
L ST
ATE
MEN
TS
Annual Report 2018-19 197
Rela
ted
pa
rty
tra
nsa
ctio
ns
(` in
Lak
h)N
atu
re o
f tr
an
sact
ion
Na
me
Su
bsi
dia
ries
Enti
ties
wh
ere
key
ma
na
gem
en
t p
ers
on
nel h
ave
En
titi
es
wh
ere
exis
t
Key
ma
na
gem
en
t p
ers
on
nel a
nd
th
eir
re
lati
ves
2019
20
1820
1920
1820
1920
1820
1920
1820
1920
18
Div
iden
d re
ceiv
edO
bero
i Con
stru
ctio
ns L
imite
d -
-51
0.00
510.
00-
--
--
-O
bero
i Mal
l Lim
ited
--
6,28
2.00
6,28
0.65
--
--
--
Equi
ty c
ompo
nent
of
inte
rest
free
loan
Expr
essi
ons
Real
ty P
rivat
e Li
mite
d -
-6.
5121
.85
--
--
--
Inte
grus
Rea
lty P
rivat
e Li
mite
d-
--
0.28
--
--
--
Sigh
t Rea
lty P
rivat
e Li
mite
d-
-7.
445.
91-
--
--
-In
tere
st o
n ot
her
depo
sit
King
ston
Pro
perty
Ser
vice
s Li
mite
d -
-7.
857.
93-
--
--
-
Inte
rest
inco
me
Shri
Sidd
hi A
venu
e LL
P-
--
--
-1,
954.
171,
530.
20-
Inte
rest
on
loan
(m
easu
red
at
amor
tised
cos
t)
Expr
essi
ons R
ealty
Priv
ate
Lim
ited
--
373.
6233
4.14
--
--
--
Inte
grus
Rea
lty P
rivat
e Li
mite
d-
-76
.71
69.5
5-
--
--
-Ki
ngst
on H
ospi
talit
y an
d D
evel
oper
s Pr
ivat
e Li
mite
d-
-85
.07
77.0
0-
--
--
-
Sigh
t Rea
lty P
rivat
e Li
mite
d-
-1.
6736
.02
--
--
--
Sang
am C
ity T
owns
hip
Priv
ate
Lim
ited
359.
6132
5.59
--
--
--
--
Inte
rest
on
pref
eren
ce s
hare
sI-V
en R
ealty
Lim
ited
71.7
564
.75
--
--
--
--
Inte
rest
on
OC
DI-V
en R
ealty
Lim
ited
-20
3.01
--
--
--
--
Loan
giv
enEx
pres
sion
s Re
alty
Priv
ate
Lim
ited
--
47.4
611
5.92
--
--
--
Inte
grus
Rea
lty P
rivat
e Li
mite
d-
-19
.78
47.8
2-
--
--
-In
clin
e Re
alty
Priv
ate
Lim
ited
--
84,7
78.7
216
,074
.68
--
--
--
King
ston
Hos
pita
lity
and
Dev
elop
ers
Priv
ate
Lim
ited
--
15.8
533
.00
--
--
--
King
ston
Pro
perty
Ser
vice
s Li
mite
d -
-10
5.00
118.
00-
--
--
-
Obe
roi C
onst
ruct
ions
Lim
ited
--
1,73
,011
.79
1,42
,075
.92
--
--
--
Obe
roi M
all L
imite
d-
-5,
951.
6020
,586
.65
--
--
--
Sigh
t Rea
lty P
rivat
e Li
mite
d-
-14
0.90
71.0
5-
--
--
-I-V
en R
ealty
Lim
ited
6,64
9.00
--
--
--
--
-Sh
ri Si
ddhi
Ave
nue
LLP
--
--
--
2,07
1.16
650.
70-
-
NO
TES
FORM
ING
PA
RT
OF
STA
ND
ALO
NE
FIN
AN
CIA
L ST
ATE
MEN
TS
198 Annual Report 2018-19
NO
TES
FORM
ING
PA
RT
OF
STA
ND
ALO
NE
FIN
AN
CIA
L ST
ATE
MEN
TS
Rela
ted
pa
rty
tra
nsa
ctio
ns
(` in
Lak
h)N
atu
re o
f tr
an
sact
ion
Na
me
Su
bsi
dia
ries
Enti
ties
wh
ere
key
ma
na
gem
en
t p
ers
on
nel h
ave
En
titi
es
wh
ere
exis
t
Key
ma
na
gem
en
t p
ers
on
nel a
nd
th
eir
re
lati
ves
2019
20
1820
1920
1820
1920
1820
1920
1820
1920
18
Loan
rec
eive
dO
bero
i Mal
l Lim
ited
--
9,43
8.40
26,4
07.4
0-
--
--
-Lo
an r
ecei
ved
back
Expr
essi
ons
Real
ty P
rivat
e Li
mite
d -
-14
.60
34.0
0-
--
--
-
Inte
grus
Rea
lty P
rivat
e Li
mite
d-
-14
.60
46.8
4-
--
--
-In
clin
e Re
alty
Priv
ate
Lim
ited
--
76,4
63.7
831
,630
.19
--
--
--
King
ston
Hos
pita
lity
and
Dev
elop
ers
Priv
ate
Lim
ited
--
15.2
533
.00
--
--
--
King
ston
Pro
perty
Ser
vice
s Li
mite
d -
-10
5.00
118.
00-
--
--
-
Obe
roi C
onst
ruct
ions
Lim
ited
--
78,7
16.7
076
,379
.95
--
--
--
Obe
roi M
all L
imite
d-
-5,
951.
6020
,586
.65
--
--
--
Sigh
t Rea
lty P
rivat
e Li
mite
d-
-55
.40
34.0
0-
--
--
-Sh
ri Si
ddhi
Ave
nue
LLP
--
--
--
29.0
0-
--
Prof
it sh
arin
gKi
ngst
on P
rope
rty S
ervi
ces
Lim
ited
--
62.3
757
.83
--
--
--
Purc
hase
of
mat
eria
lsIn
clin
e Re
alty
Priv
ate
Lim
ited
--
1.17
3.59
--
--
--
Obe
roi C
onst
ruct
ions
Lim
ited
--
0.49
2.28
--
--
--
Reco
very
of
expe
nses
Incl
ine
Real
ty P
rivat
e Li
mite
d-
-12
.74
--
--
--
-N
eo R
ealty
Priv
ate
Lim
ited
--
--
0.22
0.19
--
--
Oas
is R
ealty
--
--
--
-19
1.13
--
Obe
roi F
ound
atio
n -
--
-1.
121.
46-
--
-Re
imbu
rsem
ent o
f ex
pens
esKi
ngst
on P
rope
rty S
ervi
ces
Lim
ited
--
897.
3181
9.49
--
--
--
Incl
ine
Real
ty P
rivat
e Li
mite
d-
--
12.7
4-
--
--
-O
bero
i Fou
ndat
ion
--
--
-0.
82-
--
-Re
mun
erat
ion
Vika
s O
bero
i-
--
--
--
-0.
000.
00Sa
umil
Dar
u-
--
--
--
-19
9.32
628.
36Re
nt r
ecei
ved
Incl
ine
Real
ty P
rivat
e Li
mite
d-
--
130.
65-
--
--
-N
eo R
ealty
Priv
ate
Lim
ited
--
--
0.12
0.12
--
--
Obe
roi C
onst
ruct
ions
Lim
ited
--
-70
.27
--
--
--
Annual Report 2018-19 199
NO
TES
FORM
ING
PA
RT
OF
STA
ND
ALO
NE
FIN
AN
CIA
L ST
ATE
MEN
TS
Rela
ted
pa
rty
tra
nsa
ctio
ns
(` in
Lak
h)N
atu
re o
f tr
an
sact
ion
Na
me
Su
bsi
dia
ries
Enti
ties
wh
ere
key
ma
na
gem
en
t p
ers
on
nel h
ave
En
titi
es
wh
ere
exis
t
Key
ma
na
gem
en
t p
ers
on
nel a
nd
th
eir
re
lati
ves
2019
20
1820
1920
1820
1920
1820
1920
1820
1920
18
Obe
roi F
ound
atio
n -
--
-3,
473.
403,
009.
47-
--
-Aq
uila
Rea
lty P
rivat
e Li
mite
d-
--
-0.
230.
58-
--
-Re
nt r
ecei
ved
on
beha
lf by
Pers
pect
ive
Real
ty P
rivat
e Li
mite
d -
-0.
020.
02-
--
--
-
Sale
of a
sset
sIn
clin
e Re
alty
Priv
ate
Lim
ited
--
0.02
--
--
--
-O
asis
Rea
lty-
--
--
--
1.18
--
Shri
Sidd
hi A
venu
e LL
P-
--
--
-0.
20-
--
Sale
of m
ater
ials
Oas
is R
ealty
--
--
--
0.13
6.15
--
Obe
roi C
onst
ruct
ions
Lim
ited
--
117.
1731
.20
--
--
--
Incl
ine
Real
ty P
rivat
e Li
mite
d-
-7.
31-
--
--
--
Pana
rom
ic B
each
Pro
perti
es
Priv
ate
Lim
ited
--
--
0.39
--
--
-
Sale
s re
turn
Obe
roi C
onst
ruct
ions
Lim
ited
--
1.28
--
--
--
-Si
tting
fees
Anil
Har
ish
--
--
--
--
4.50
4.00
Tilo
kcha
nd O
stw
al-
--
--
--
-4.
404.
40Ve
nkat
esh
Mys
ore
--
--
--
--
3.75
2.75
Kara
mjit
Sin
gh K
alsi
--
--
--
--
0.50
0.50
Inve
stm
ent i
n de
bent
ures
I-Ven
Rea
lty L
imite
d-
18.0
0-
--
--
--
-
Inve
stm
ent i
n pe
rpet
ual b
ond
I-Ven
Rea
lty L
imite
d32
.00
8,41
5.88
--
--
--
--
Rede
mpt
ion
of
perp
etua
l bon
dI-V
en R
ealty
Lim
ited
5,82
4.00
--
--
--
--
-
Rede
mpt
ion
of
debe
ntur
esI-V
en R
ealty
Lim
ited
-8,
079.
38-
--
--
--
-
Dep
osit
paid
on
beha
lf of
King
ston
Pro
perty
Ser
vice
s Li
mite
d -
--
8.76
--
--
--
Loan
rep
aid
Obe
roi M
all L
imite
d-
-16
,406
.40
16,9
88.0
0-
--
--
-Vi
kas
Obe
roi
--
--
--
--
4,16
2.00
-Sa
le o
f uni
tsR.
S. V
. Ass
ocia
tes
--
--
-75
.87
--
--
200 Annual Report 2018-19
Clo
sin
g b
ala
nce
s of
rela
ted
pa
rtie
s (`
in L
akh)
Na
ture
of
tra
nsa
ctio
nN
am
e S
ub
sid
iari
es
En
titi
es
wh
ere
key
ma
na
gem
en
t p
ers
on
nel h
ave
En
titi
es
wh
ere
exis
t
Key
ma
na
gem
en
t p
ers
on
nel a
nd
th
eir
re
lati
ves
2019
20
1820
1920
1820
1920
1820
1920
1820
1920
18C
orpo
rate
gu
aran
tee
give
nIn
clin
e Re
alty
Priv
ate
Lim
ited
--
75,0
00.0
075
,000
.00
--
--
--
Oas
is R
ealty
--
--
--
5,61
7.17
6,60
0.00
--
Cur
rent
cap
ital
cont
ribut
ion
acco
unt -
pai
d
Astir
Rea
lty L
LP-
-24
,052
.09
22,0
90.5
2-
--
--
-Bu
oyan
t Rea
lty L
LP
61.3
7-
Dep
osit
rece
ived
Obe
roi F
ound
atio
n -
--
-2,
940.
002,
940.
00-
--
-Eq
uity
com
pone
nt
of in
tere
st fr
ee lo
anEx
pres
sion
s Re
alty
Priv
ate
Lim
ited
--
2,29
5.54
2,28
9.03
--
--
--
Inte
grus
Rea
lty P
rivat
e Li
mite
d-
-44
2.39
442.
39-
--
--
-Ki
ngst
on H
ospi
talit
y an
d D
evel
oper
s Pr
ivat
e Li
mite
d-
-78
1.81
781.
81-
--
--
-
Sigh
t Rea
lty P
rivat
e Li
mite
d-
-13
8.78
131.
34-
--
--
-Sa
ngam
City
Tow
nshi
p Pr
ivat
e Li
mite
d3,
301.
133,
301.
13-
--
--
--
-
Equi
ty c
ompo
nent
of
opt
iona
lly
conv
ertia
ble
debe
ntur
e
I-Ven
Rea
lty L
imite
d3,
115.
523,
115.
26-
--
--
--
-
Loan
giv
enSa
ngam
City
Tow
nshi
p Pr
ivat
e Li
mite
d3,
804.
013,
444.
39
Expr
essi
ons
Real
ty P
rivat
e Li
mite
d -
-3,
801.
463,
401.
49-
--
--
-
Inte
grus
Rea
lty P
rivat
e Li
mite
d-
-82
8.45
746.
57-
--
--
-In
clin
e Re
alty
Priv
ate
Lim
ited
--
44,5
91.9
236
,276
.97
--
--
--
King
ston
Hos
pita
lity
and
Dev
elop
ers
Priv
ate
Lim
ited
--
897.
6281
1.95
--
--
--
Obe
roi C
onst
ruct
ions
Lim
ited
--
2,24
,216
.00
1,29
,920
.91
--
--
--
Sigh
t Rea
lty P
rivat
e Li
mite
d-
-57
4.68
494.
95-
--
--
-Sh
ri Si
ddhi
Ave
nue
LLP
--
--
--
14,5
42.2
610
,741
.45
--
I-Ven
Rea
lty L
imite
d6,
649.
00-
--
NO
TES
FORM
ING
PA
RT
OF
STA
ND
ALO
NE
FIN
AN
CIA
L ST
ATE
MEN
TS
Annual Report 2018-19 201
(` in
Lak
h)N
atu
re o
f tr
an
sact
ion
Na
me
Su
bsi
dia
ries
En
titi
es
wh
ere
key
ma
na
gem
en
t p
ers
on
nel h
ave
En
titi
es
wh
ere
exis
t
Key
ma
na
gem
en
t p
ers
on
nel a
nd
th
eir
re
lati
ves
2019
20
1820
1920
1820
1920
1820
1920
1820
1920
18
Loan
rec
eive
dO
bero
i Mal
l Lim
ited
--
3,49
3.40
10,4
61.4
0-
--
--
-
Vika
s O
bero
i-
--
--
--
-4,
746.
008,
908.
00
Reco
very
of
expe
nses
Neo
Rea
lty P
rivat
e Li
mite
d-
--
-0.
070.
11-
--
-
Inve
stm
ent i
n pe
rpet
ual b
ond
I-Ven
Rea
lty L
imite
d2,
623.
888,
415.
88-
--
--
--
-
Equi
ty c
ompo
nent
of
pre
fere
nce
shar
eI-V
en R
ealty
Lim
ited
2,14
3.51
1,07
1.75
--
--
--
--
Loan
of
trans
fera
ble
deve
lopm
ent r
ight
s
Obe
roi C
onst
ruct
ions
Lim
ited
-
-
864
.30
sq.m
t 8
64.3
0 sq
.mt
-
-
-
-
-
-
Expe
nses
tow
ards
gra
tuity
and
leav
e en
cash
men
t pro
visi
ons
are
dete
rmin
ed a
ctua
rially
on
an o
vera
ll co
mpa
ny b
asis
at t
he e
nd o
f eac
h ye
ar a
nd a
ccor
ding
ly h
ave
not b
een
cons
ider
ed
in th
e ab
ove
info
rmat
ion
of M
r. Sa
umil
Dar
u.
NO
TES
FORM
ING
PA
RT
OF
STA
ND
ALO
NE
FIN
AN
CIA
L ST
ATE
MEN
TS
NO
TE 3
7. R
ELA
TED
PA
RTY
DIS
CLO
SUR
ES
A. N
am
e o
f re
late
d p
art
ies
an
d r
ela
ted
pa
rty
rela
tion
ship
i)
Rela
ted
pa
rtie
s w
here
con
trol /
join
t co
ntr
ol ex
ists
Subs
idia
ries
Obe
roi C
onst
ruct
ions
Lim
ited
O
bero
i Mal
l Lim
ited
King
ston
Pro
perty
Ser
vice
s Li
mite
d
King
ston
Hos
pita
lity
and
Dev
elop
ers
Priv
ate
Lim
ited
Sigh
t Rea
lty P
rivat
e Li
mite
d Bu
oyan
t Rea
lty L
LP
Astir
Rea
lty L
LP
Expr
essi
ons
Real
ty P
rivat
e Li
mite
d
Incl
ine
Real
ty P
rivat
e Li
mite
d Pe
rspe
ctiv
e Re
alty
Priv
ate
Lim
ited
In
tegr
us R
ealty
Priv
ate
Lim
ited
Join
t ven
ture
s Sa
ngam
City
Tow
nshi
p Pr
ivat
e Li
mite
dI-V
en R
ealty
Lim
ited
ii)
Oth
er
pa
rtie
s w
ith
wh
om
tra
nsa
ctio
ns
ha
ve t
aken
pla
ce d
uri
ng
th
e y
ea
r
Key
man
agem
ent
pers
onne
l and
thei
r re
lativ
es
Vika
s O
bero
i Sa
ntos
h O
bero
i Bi
ndu
Obe
roi
Gay
atri
Obe
roi
Saum
il D
aru
Dar
sha
Dar
u An
il H
aris
h Ti
lokc
hand
Ost
wal
Ve
nkat
esh
Mys
ore
Kara
mjit
Sin
gh K
alsi
Entit
ies
whe
re k
ey
man
agem
ent p
erso
nnel
ha
ve s
igni
fican
t inf
luen
ce
R. S
. Est
ate
Dev
elop
ers
Priv
ate
Lim
ited
Obe
roi F
ound
atio
n
R. S
. V. A
ssoc
iate
s N
eo R
ealty
Priv
ate
Lim
ited
Aqui
la R
ealty
Priv
ate
Ltd
Entit
ies
whe
re
sign
ifica
nt
influ
ence
exi
stSh
ri Si
ddhi
Ave
nue
LLP
O
asis
Rea
lty
NO
TES
FORM
ING
PA
RT
OF
STA
ND
ALO
NE
FIN
AN
CIA
L ST
ATE
MEN
TS
Annual Report 2017-18 183
NO
TE 3
7. R
ELA
TED
PA
RTY
DIS
CLO
SUR
ES (
CO
NTD
.)B
. Rela
ted
pa
rty
tra
nsa
ctio
ns
(` in
Lak
h)
Na
ture
of
tra
nsa
ctio
nN
am
e
Join
t V
en
ture
s S
ub
sid
iari
es
En
titi
es
wh
ere
key
ma
na
gem
en
t p
ers
on
nel h
ave
En
titi
es
wh
ere
exis
t
Key
ma
na
gem
en
t p
ers
on
nel a
nd
th
eir
re
lati
ves
Ma
rch
31, 2018
Ma
rch
31, 2017
Ma
rch
31, 2018
Ma
rch
31, 2017
Ma
rch
31, 2018
Ma
rch
31, 2017
Ma
rch
31, 2018
Ma
rch
31, 2017
Ma
rch
31, 2018
Ma
rch
31, 2017
Amou
nt p
aid
on b
ehal
f of
Obe
roi C
onst
ruct
ions
Li
mite
d -
-
1
.53
-
-
-
-
-
-
-
Obe
roi M
all L
imite
d -
-
3
7.27
-
-
-
-
-
-
-
Am
ount
pai
d on
beh
alf
byO
bero
i Con
stru
ctio
ns
Lim
ited
-
-
0.5
0 -
-
-
-
-
-
-
Amou
nt r
ecei
ved
on
beha
lf by
King
ston
Pro
perty
Se
rvic
es L
imite
d -
-
2
2.15
1
.03
-
-
-
-
-
-
Obe
roi C
onst
ruct
ions
Li
mite
d -
-
0
.21
0.4
5 -
-
-
-
-
-
Amou
nt r
ecei
ved
on
beha
lf of
Incl
ine
Real
ty P
rivat
e Li
mite
d -
-
0
.36
-
-
-
-
-
-
-
King
ston
Pro
perty
Se
rvic
es L
imite
d -
-
4
.27
24.
60
-
-
-
-
-
-
Oas
is R
ealty
-
-
-
-
-
-
-
0.1
1 -
-
O
bero
i Con
stru
ctio
ns
Lim
ited
-
-
5.0
0 0
.32
-
-
-
-
-
-
Can
cella
tion
of u
nit
Obe
roi C
onst
ruct
ions
Li
mite
d -
-
8
27.8
1 -
-
-
-
-
-
-
Cor
pora
te g
uara
ntee
gi
ven
Incl
ine
Real
ty P
rivat
e Li
mite
d-
-
- 7
5,00
0.00
-
-
-
- -
Oas
is R
ealty
- -
-
-
-
- 3
,680
.63
- -
C
omm
issi
on p
aid
to
dire
ctor
sAn
il H
aris
h -
-
-
-
-
-
-
-
1
1.00
1
1.00
Tilo
kcha
nd O
stw
al -
-
-
-
-
-
-
-
1
1.00
1
1.00
Ve
nkat
esh
Mys
ore
-
-
-
-
-
-
-
-
11.
00
11.
00
Kara
mjit
Sin
gh K
alsi
-
-
-
-
-
-
-
-
11.
00
11.
00
Cur
rent
cap
ital
cont
ribut
ion
acco
unt -
pa
id
Astir
Rea
lty L
LP -
-
7
,157
.68
3,4
84.1
7 -
-
-
-
-
-
Cur
rent
cap
ital
cont
ribut
ion
acco
unt -
re
ceiv
ed b
ack
Astir
Rea
lty L
LP -
-
2
0.05
5
53.8
7 -
-
- -
-
-
Dep
osit
rece
ived
Obe
roi F
ound
atio
n -
-
-
-
2
,140
.00
-
-
-
-
-
Div
iden
d pa
idBi
ndu
Obe
roi
-
-
-
-
-
-
-
-
0.0
0 -
G
ayat
ri O
bero
i -
-
-
-
-
-
-
-
0
.00
-
R. S
. Est
ate
Dev
elop
ers
Priv
ate
Lim
ited
-
-
-
-
666
.00
-
-
-
-
-
Sant
osh
Obe
roi
-
-
-
-
-
-
-
-
0.0
2 -
Vi
kas
Obe
roi
-
-
-
-
-
-
-
-
4,2
57.4
7 -
Sa
umil
Dar
u -
-
-
-
-
-
-
-
0
.95
-
Dar
sha
Dar
u -
-
-
-
-
-
-
-
0
.01
-
NO
TES
FORM
ING
PA
RT
OF
STA
ND
ALO
NE
FIN
AN
CIA
L ST
ATE
MEN
TS
184 Annual Report 2017-18
NO
TE 3
7. R
ELA
TED
PA
RTY
DIS
CLO
SUR
ES (
CO
NTD
.)B
. Rela
ted
pa
rty
tra
nsa
ctio
ns
(` in
Lak
h)
Na
ture
of
tra
nsa
ctio
nN
am
e
Join
t V
en
ture
s S
ub
sid
iari
es
En
titi
es
wh
ere
key
ma
na
gem
en
t p
ers
on
nel h
ave
En
titi
es
wh
ere
exis
t
Key
ma
na
gem
en
t p
ers
on
nel a
nd
th
eir
re
lati
ves
Ma
rch
31, 2018
Ma
rch
31, 2017
Ma
rch
31, 2018
Ma
rch
31, 2017
Ma
rch
31, 2018
Ma
rch
31, 2017
Ma
rch
31, 2018
Ma
rch
31, 2017
Ma
rch
31, 2018
Ma
rch
31, 2017
Div
iden
d re
ceiv
edO
bero
i Con
stru
ctio
ns
Lim
ited
-
-
510
.00
-
-
-
-
-
-
-
Obe
roi M
all L
imite
d -
-
6
,280
.65
-
-
-
-
-
-
-
Expe
nses
pai
d on
beh
alf
byIn
clin
e Re
alty
Priv
ate
Lim
ited
-
-
-
0.0
1 -
-
-
-
-
-
Equi
ty c
ompo
nent
of
inte
rest
free
loan
Expr
essi
ons
Real
ty P
rivat
e Li
mite
d -
-
2
1.85
3
4.50
-
-
-
-
-
-
Inte
grus
Rea
lty P
rivat
e Li
mite
d -
-
0
.28
-
-
-
-
-
-
-
Sigh
t Rea
lty P
rivat
e Li
mite
d -
-
5
.91
2.7
0 -
-
-
-
-
-
Inte
rest
on
othe
r de
posi
tKi
ngst
on P
rope
rty
Serv
ices
Lim
ited
-
-
7.9
3 6
.14
-
-
-
-
-
-
Inte
rest
inco
me
Shri
Sidd
hi A
venu
e LL
P -
-
-
-
-
-
1
,530
.20
1,1
83.7
6 -
-
In
tere
st o
n lo
an
(mea
sure
d at
am
ortis
ed
cost
)
Expr
essi
ons
Real
ty P
rivat
e Li
mite
d -
-
3
34.1
4 2
92.6
1 -
-
-
-
-
-
Inte
grus
Rea
lty P
rivat
e Li
mite
d -
-
6
9.55
6
3.02
-
-
-
-
-
-
King
ston
Hos
pita
lity
and
Dev
elop
ers
Priv
ate
Lim
ited
-
-
77.
00
69.
70
-
-
-
-
-
-
Sigh
t Rea
lty P
rivat
e Li
mite
d -
-
3
6.02
5
.72
-
-
-
-
-
-
Sang
am C
ity T
owns
hip
Priv
ate
Lim
ited
325
.59
294
.78
-
-
-
-
-
-
-
-
Inte
rest
on
pref
eren
ce
shar
esI-V
en R
ealty
Lim
ited
64.
75
58.
67
-
-
-
-
-
-
-
-
Inte
rest
on
OC
DI-V
en R
ealty
Lim
ited
203
.01
736
.65
-
-
-
-
-
-
-
-
Loan
giv
enEx
pres
sion
s Re
alty
Priv
ate
Lim
ited
-
-
115
.92
118
.35
-
-
-
-
-
-
Inte
grus
Rea
lty P
rivat
e Li
mite
d -
-
4
7.82
4
.65
-
-
-
-
-
-
Incl
ine
Real
ty P
rivat
e Li
mite
d -
-
1
6,07
4.68
8
3,40
5.66
-
-
-
-
-
-
King
ston
Hos
pita
lity
and
Dev
elop
ers
Priv
ate
Lim
ited
-
-
33.
00
4.9
6 -
-
-
-
-
-
NO
TES
FORM
ING
PA
RT
OF
STA
ND
ALO
NE
FIN
AN
CIA
L ST
ATE
MEN
TS
Annual Report 2017-18 185
NO
TE 3
7. R
ELA
TED
PA
RTY
DIS
CLO
SUR
ES (
CO
NTD
.)B
. Rela
ted
pa
rty
tra
nsa
ctio
ns
(` in
Lak
h)
Na
ture
of
tra
nsa
ctio
nN
am
e
Join
t V
en
ture
s S
ub
sid
iari
es
En
titi
es
wh
ere
key
ma
na
gem
en
t p
ers
on
nel h
ave
En
titi
es
wh
ere
exis
t
Key
ma
na
gem
en
t p
ers
on
nel a
nd
th
eir
re
lati
ves
Ma
rch
31, 2018
Ma
rch
31, 2017
Ma
rch
31, 2018
Ma
rch
31, 2017
Ma
rch
31, 2018
Ma
rch
31, 2017
Ma
rch
31, 2018
Ma
rch
31, 2017
Ma
rch
31, 2018
Ma
rch
31, 2017
Loan
giv
enKi
ngst
on P
rope
rty
Serv
ices
Lim
ited
-
-
118
.00
486
.00
-
-
-
-
-
-
Obe
roi C
onst
ruct
ions
Li
mite
d -
-
1
,42,
075.
92
87,
546.
85
-
-
-
-
-
-
Obe
roi M
all L
imite
d -
-
2
0,58
6.65
1
,141
.00
-
-
-
-
-
-
Sigh
t Rea
lty P
rivat
e Li
mite
d -
-
7
1.05
2
5.82
-
-
-
-
-
-
Shri
Sidd
hi A
venu
e LL
P -
-
-
-
-
-
650
.70
5,0
53.0
0 -
-
Lo
an r
ecei
ved
Obe
roi M
all L
imite
d -
-
2
6,40
7.40
1
2,24
3.50
-
-
-
-
-
-
Lo
an r
ecei
ved
back
Expr
essi
ons
Real
ty P
rivat
e Li
mite
d -
-
3
4.00
4
.65
-
-
-
-
-
-
Inte
grus
Rea
lty P
rivat
e Li
mite
d -
-
4
6.84
4
.65
-
-
-
-
-
-
Incl
ine
Real
ty P
rivat
e Li
mite
d -
-
3
1,63
0.19
1
,31,
799.
80
-
-
-
-
-
-
King
ston
Hos
pita
lity
and
Dev
elop
ers
Priv
ate
Lim
ited
-
-
33.
00
4.9
6 -
-
-
-
-
-
King
ston
Pro
perty
Se
rvic
es L
imite
d -
-
1
18.0
0 4
86.0
0 -
-
-
-
-
-
Obe
roi C
onst
ruct
ions
Li
mite
d -
-
7
6,37
9.95
6
6,61
2.05
-
-
-
-
-
-
Obe
roi M
all L
imite
d -
-
2
0,58
6.65
1
,141
.00
-
-
-
-
-
-
Sigh
t Rea
lty P
rivat
e Li
mite
d -
-
3
4.00
1
1.47
-
-
-
-
-
-
Prof
it sh
arin
gKi
ngst
on P
rope
rty
Serv
ices
Lim
ited
-
-
57.
83
23.
04
-
-
-
-
-
-
Purc
hase
of a
sset
sIn
clin
e Re
alty
Priv
ate
Lim
ited
-
-
-
10.
29
-
-
-
-
-
-
Obe
roi C
onst
ruct
ions
Li
mite
d -
-
-
0
.25
-
-
-
-
-
-
Purc
hase
of m
ater
ials
Incl
ine
Real
ty P
rivat
e Li
mite
d -
-
3
.59
-
-
-
-
-
-
-
Obe
roi C
onst
ruct
ions
Li
mite
d -
-
2
.28
0.3
9 -
-
-
-
-
-
Reco
very
of e
xpen
ses
Incl
ine
Real
ty P
rivat
e Li
mite
d -
-
-
4
3.42
-
-
-
-
-
-
King
ston
Pro
perty
Se
rvic
es L
imite
d -
-
-
3
5.31
-
-
-
-
-
-
NO
TES
FORM
ING
PA
RT
OF
STA
ND
ALO
NE
FIN
AN
CIA
L ST
ATE
MEN
TS
186 Annual Report 2017-18
NO
TE 3
7. R
ELA
TED
PA
RTY
DIS
CLO
SUR
ES (
CO
NTD
.)B
. Rela
ted
pa
rty
tra
nsa
ctio
ns
(` in
Lak
h)
Na
ture
of
tra
nsa
ctio
nN
am
e
Join
t V
en
ture
s S
ub
sid
iari
es
En
titi
es
wh
ere
key
ma
na
gem
en
t p
ers
on
nel h
ave
En
titi
es
wh
ere
exis
t
Key
ma
na
gem
en
t p
ers
on
nel a
nd
th
eir
re
lati
ves
Ma
rch
31, 2018
Ma
rch
31, 2017
Ma
rch
31, 2018
Ma
rch
31, 2017
Ma
rch
31, 2018
Ma
rch
31, 2017
Ma
rch
31, 2018
Ma
rch
31, 2017
Ma
rch
31, 2018
Ma
rch
31, 2017
Reco
very
of e
xpen
ses
Neo
Rea
lty P
rivat
e Li
mite
d -
-
-
-
0
.19
0.1
1 -
-
-
-
Oas
is R
ealty
-
-
-
-
-
-
191
.13
204
.69
-
-
Obe
roi F
ound
atio
n -
-
-
-
1
.46
1.2
6 -
-
-
-
Re
imbu
rsem
ent o
f ex
pens
esKi
ngst
on P
rope
rty
Serv
ices
Lim
ited
-
-
819
.49
1,0
26.8
7 -
-
-
-
-
-
Incl
ine
Real
ty P
rivat
e Li
mite
d -
-
1
2.74
-
-
-
-
-
-
-
Obe
roi C
onst
ruct
ions
Li
mite
d -
-
-
0
.03
-
-
-
-
-
-
Obe
roi F
ound
atio
n -
-
-
-
0
.82
0.5
8 -
-
-
-
Re
mun
erat
ion
Vika
s O
bero
i -
-
-
-
-
-
-
-
0
.00
0.0
0 Sa
umil
Dar
u -
-
-
-
-
-
-
-
6
28.3
6 6
96.4
2 Re
nt r
ecei
ved
Incl
ine
Real
ty P
rivat
e Li
mite
d -
-
1
30.6
5 5
.18
-
-
-
-
-
-
Neo
Rea
lty P
rivat
e Li
mite
d -
-
-
-
0
.12
0.1
2 -
-
-
-
Obe
roi C
onst
ruct
ions
Li
mite
d -
-
7
0.27
6
.90
-
-
-
-
-
-
Obe
roi F
ound
atio
n -
-
-
-
3
,009
.47
2,7
60.5
9 -
-
-
-
Aq
uila
Rea
lty P
rivat
e Lt
d -
-
-
-
0
.58
-
-
-
-
-
Rent
rec
eive
d on
beh
alf
Pers
pect
ive
Real
ty P
rivat
e Li
mite
d -
-
0
.02
0.0
2 -
-
-
-
-
-
Sale
of a
sset
sI-V
en R
ealty
Lim
ited
-
0.5
0 -
-
-
-
-
-
-
-
O
bero
i Con
stru
ctio
ns
Lim
ited
-
-
-
0.6
0 -
-
-
-
-
-
Oas
is R
ealty
-
-
-
-
-
1.1
8 -
-
-
Sa
le o
f mat
eria
lsO
asis
Rea
lty -
-
-
-
-
-
6
.15
-
-
-
Obe
roi C
onst
ruct
ions
Li
mite
d -
-
3
1.20
1
.38
-
-
-
-
-
-
Dire
ctor
sitt
ing
fees
Anil
Har
ish
-
-
-
-
-
-
-
-
4.0
0 4
.00
Tilo
kcha
nd O
stw
al -
-
-
-
-
-
-
-
4
.40
4.9
0 Ve
nkat
esh
Mys
ore
-
-
-
-
-
-
-
-
2.7
5 3
.15
Kara
mjit
Sin
gh K
alsi
-
-
-
-
-
-
-
-
0.5
0 1
.00
Inve
stm
ent i
n de
bent
ures
I-Ven
Rea
lty L
imite
d 1
8.00
5
79.0
0 -
-
-
-
-
-
-
-
In
vest
men
t in
perp
etua
l bo
ndI-V
en R
ealty
Lim
ited
8,4
15.8
8 -
-
-
-
-
-
-
-
-
Rede
mpt
ion
of
debe
ntur
esI-V
en R
ealty
Lim
ited
8,0
79.3
8 -
-
-
-
-
-
-
-
-
Incl
ine
Real
ty P
rivat
e Li
mite
d -
-
-
3
6,18
2.91
-
-
-
-
-
-
NO
TES
FORM
ING
PA
RT
OF
STA
ND
ALO
NE
FIN
AN
CIA
L ST
ATE
MEN
TS
Annual Report 2017-18 187
C. C
losi
ng
ba
lan
ces
of
rela
ted
pa
rtie
s (`
in L
akh)
Na
ture
of
tra
nsa
ctio
nN
am
e
Join
t V
en
ture
s S
ub
sid
iari
es
En
titi
es
wh
ere
key
ma
na
gem
en
t p
ers
on
nel h
ave
En
titi
es
wh
ere
exis
t
Key
ma
na
gem
en
t p
ers
on
nel a
nd
th
eir
re
lati
ves
Ma
rch
31, 2018
Ma
rch
31, 2017
Ma
rch
31, 2018
Ma
rch
31, 2017
Ma
rch
31, 2018
Ma
rch
31, 2017
Ma
rch
31, 2018
Ma
rch
31, 2017
Ma
rch
31, 2018
Ma
rch
31, 2017
Cor
pora
te g
uara
ntee
gi
ven
Incl
ine
Real
ty P
rivat
e Li
mite
d -
-
7
8,03
6.13
7
4,57
1.73
-
-
-
-
-
-
Oas
is R
ealty
-
-
- -
-
-
6
,600
.00
55,2
38.6
5 -
-
C
urre
nt c
apita
l co
ntrib
utio
n ac
coun
t -
pai
d
Astir
Rea
lty L
LP -
-
22
,090
.52
14,9
52.8
9 -
-
-
-
-
-
Dep
osit
rece
ived
Obe
roi F
ound
atio
n -
-
-
-
2
,940
.00
800
.00
-
-
-
-
Equi
ty c
ompo
nent
of
inte
rest
free
loan
Expr
essi
ons
Real
ty
Priv
ate
Lim
ited
-
-
2,2
89.0
3 2
,267
.18
-
-
-
-
-
-
Inte
grus
Rea
lty P
rivat
e Li
mite
d -
-
4
42.3
9 4
42.1
1 -
-
-
-
-
-
King
ston
Hos
pita
lity
and
Dev
elop
ers
Priv
ate
Lim
ited
-
-
781
.81
781
.81
-
-
-
-
-
-
Sigh
t Rea
lty P
rivat
e Li
mite
d -
-
1
31.3
4 1
25.4
4 -
-
-
-
-
-
Sang
am C
ity T
owns
hip
Priv
ate
Lim
ited
3,3
01.1
3 3
,301
.13
-
-
-
-
-
-
-
-
NO
TE 3
7. R
ELA
TED
PA
RTY
DIS
CLO
SUR
ES (
CO
NTD
.)B
. Rela
ted
pa
rty
tra
nsa
ctio
ns
(Con
td.)
(` in
Lak
h)
Na
ture
of
tra
nsa
ctio
nN
am
e
Join
t V
en
ture
s S
ub
sid
iari
es
En
titi
es
wh
ere
key
ma
na
gem
en
t p
ers
on
nel h
ave
En
titi
es
wh
ere
exis
t
Key
ma
na
gem
en
t p
ers
on
nel a
nd
th
eir
re
lati
ves
Ma
rch
31, 2018
Ma
rch
31, 2017
Ma
rch
31, 2018
Ma
rch
31, 2017
Ma
rch
31, 2018
Ma
rch
31, 2017
Ma
rch
31, 2018
Ma
rch
31, 2017
Ma
rch
31, 2018
Ma
rch
31, 2017
Dep
osit
paid
on
beha
lf of
King
ston
Pro
perty
Se
rvic
es L
imite
d -
-
8
.76
2.5
5 -
-
-
-
-
-
SFIS
Lic
ence
gra
nt
trans
ferr
edO
bero
i Con
stru
ctio
ns
Lim
ited
-
-
-
14.
96
-
-
-
-
-
-
Loan
rep
aid
Obe
roi M
all L
imite
d -
-
1
6,98
8.00
1
1,35
4.68
-
-
-
-
-
-
Vi
kas
Obe
roi
-
-
-
-
-
-
-
-
1,8
00.0
0 (S
ale
of u
nit)
slab
de
man
d fo
r fla
tR.
S. V
. Ass
ocia
tes
-
-
-
-
75.
87
168
.25
-
-
-
-
NO
TES
FORM
ING
PA
RT
OF
STA
ND
ALO
NE
FIN
AN
CIA
L ST
ATE
MEN
TS
188 Annual Report 2017-18
(` in
Lak
h)
Na
ture
of
tra
nsa
ctio
nN
am
e
Join
t V
en
ture
s S
ub
sid
iari
es
En
titi
es
wh
ere
key
ma
na
gem
en
t p
ers
on
nel h
ave
En
titi
es
wh
ere
exis
t
Key
ma
na
gem
en
t p
ers
on
nel a
nd
th
eir
re
lati
ves
Ma
rch
31, 2018
Ma
rch
31, 2017
Ma
rch
31, 2018
Ma
rch
31, 2017
Ma
rch
31, 2018
Ma
rch
31, 2017
Ma
rch
31, 2018
Ma
rch
31, 2017
Ma
rch
31, 2018
Ma
rch
31, 2017
Equi
ty c
ompo
nent
of
optio
nally
con
verti
able
de
bent
ure
I-Ven
Rea
lty L
imite
d 3
,115
.26
3,1
15.2
6 -
-
-
-
-
-
-
-
Loan
giv
enSa
ngam
City
Tow
nshi
p Pr
ivat
e Li
mite
d 3
,444
.39
4,6
40.0
0 -
-
-
-
-
-
-
-
Expr
essi
ons
Real
ty
Priv
ate
Lim
ited
-
-
3,4
01.4
9 3
,007
.28
-
-
-
-
-
-
Inte
grus
Rea
lty P
rivat
e Li
mite
d -
-
7
46.5
7 6
76.3
1 -
-
-
-
-
-
Incl
ine
Real
ty P
rivat
e Li
mite
d -
-
36
,276
.97
51,8
32.4
9 -
-
-
-
-
-
King
ston
Hos
pita
lity
and
Dev
elop
ers
Priv
ate
Lim
ited
-
-
811
.95
734
.94
-
-
-
-
-
-
Obe
roi C
onst
ruct
ions
Li
mite
d -
-
1,
29,9
20.9
1 63
,397
.13
-
-
-
-
-
-
Sigh
t Rea
lty P
rivat
e Li
mite
d -
-
4
94.9
5 4
27.7
9 -
-
-
-
-
-
Shri
Sidd
hi A
venu
e LL
P -
-
-
-
-
-
10
,741
.45
8,7
13.5
7 -
-
Lo
an r
ecei
ved
Obe
roi M
all L
imite
d -
-
10
,461
.40
1,0
42.0
0 -
-
-
-
-
-
Vi
kas
Obe
roi
-
-
-
-
-
-
-
-
8,9
08.0
0 8
,908
.00
Reco
very
of e
xpen
ses
Neo
Rea
lty P
rivat
e Li
mite
d -
-
-
-
0
.11
0.0
7 -
-
-
-
Inve
stm
ent i
n de
bent
ures
I-Ven
Rea
lty L
imite
d -
7
,858
.61
-
-
-
-
-
-
-
-
Inve
stm
ent i
n pe
rpet
ual
bond
I-Ven
Rea
lty L
imite
d 8
,415
.88
-
-
-
-
-
-
-
-
-
Equi
ty c
ompo
nent
of
pref
eren
ce s
hare
I-Ven
Rea
lty L
imite
d 1
,071
.75
1,0
71.7
5 -
-
-
-
-
-
-
-
Loan
of t
rans
fera
ble
deve
lopm
ent r
ight
sO
bero
i Con
stru
ctio
ns
Lim
ited
-
-
864
.30
sq.m
t 8
64.3
0 sq
.mt
-
-
-
-
-
-
Expe
nses
tow
ards
gra
tuity
and
leav
e en
cash
men
t pro
visi
ons
are
dete
rmin
ed a
ctua
rially
on
an o
vera
ll co
mpa
ny b
asis
at t
he e
nd o
f eac
h ye
ar a
nd a
ccor
ding
ly h
ave
not b
een
cons
ider
ed
in th
e ab
ove
info
rmat
ion
of M
r. Sa
umil
Dar
u.
NO
TES
FORM
ING
PA
RT
OF
STA
ND
ALO
NE
FIN
AN
CIA
L ST
ATE
MEN
TS
NO
TE 3
7. R
ELA
TED
PA
RTY
DIS
CLO
SUR
ES (
CO
NTD
.)
C. C
losi
ng
ba
lan
ces
of
rela
ted
pa
rtie
s (C
on
td.)
Annual Report 2017-18 189
Private Placement Offer Letter Private and Confidential
FOR PRIVATE CIRCULATION ONLY Serial Number: 01
Name of Investor: Kotak Mahindra Prime Limited
89
ANNEXURE 9
AUDITED CONSOLIDATED AND STANDALONE FINANCIAL INFORMATION AS ON
MARCH 31, 2020, 2019, AND 2018
70 Annual Report 2019-2070 Annual Report 2019-20
INDEPENDENT AUDITOR’S REPORT ON CONSOLIDATED IND AS FINANCIAL STATEMENTS
To the Members of Oberoi Realty Limited
Report on the Audit of the Consolidated Ind AS Financial Statements
Opinion
We have audited the accompanying consolidated Ind AS financial statements of Oberoi Realty Limited (hereinafter referred to as “the Holding Company”), its subsidiaries (the Holding Company and its subsidiaries together referred to as “the Group”) and its joint ventures comprising of the consolidated Balance Sheet as at March 31 2020, the consolidated Statement of Profit and Loss, including other comprehensive income, the consolidated Cash Flow Statement and the consolidated Statement of Changes in Equity for the year then ended, and notes to the consolidated Ind AS financial statements, including a summary of significant accounting policies and other explanatory information (hereinafter referred to as “the consolidated Ind AS financial statements”).
In our opinion and to the best of our information and according to the explanations given to us and based on the consideration of reports of other auditors on separate financial statements and on the other financial information of the subsidiaries and joint ventures, the aforesaid consolidated Ind AS financial statements give the information required by the Companies Act, 2013, as amended (“the Act”) in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the consolidated state of affairs of the Group, its joint ventures as at March 31, 2020, their consolidated profit including other comprehensive income, their consolidated cash flows and the consolidated statement of changes in equity for the year ended on that date.
Basis for Opinion
We conducted our audit of the consolidated Ind AS financial statements in accordance with the Standards on Auditing (SAs), as specified under section 143(10) of the Act. Our responsibilities under those Standards are further described in the ‘Auditor’s Responsibilities for the Audit of the Consolidated Ind AS Financial Statements’ section of our report. We are independent of the Group, joint ventures in accordance with the ‘Code of Ethics’ issued by the Institute of Chartered Accountants of India together with the ethical requirements that are relevant to our audit of the financial statements under the provisions of the Act and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the consolidated Ind AS financial statements.
Emphasis of Matter
We draw attention to Note 45 of the Financial Statements, which describes the Management’s assessment of uncertainties related to the COVID-19 pandemic, and its consequential financial impacts on the operations of the Company, its cash flows and recoverable amounts of its assets. Our opinion is not modified in respect of this matter.
Key Audit Matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the consolidated Ind AS financial statements for the financial year ended March 31, 2020. These matters were addressed in the context of our audit of the consolidated Ind AS financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. For each matter below, our description of how our audit addressed the matter is provided in that context.
We have determined the matters described below to be the key audit matters to be communicated in our report. We have fulfilled the responsibilities described in the Auditor’s responsibilities for the audit of the consolidated Ind AS financial statements section of our report, including in relation to these matters. Accordingly, our audit included the performance of procedures designed to respond to our assessment of the risks of material misstatement of the consolidated Ind AS financial statements. The results of audit procedures performed by us and by other auditors of components not audited by us, as reported by them in their audit reports furnished to us by the management, including those procedures performed to address the matters below, provide the basis for our audit opinion on the accompanying consolidated Ind AS financial statements.
Annual Report 2019-20 71Annual Report 2019-20 71
Key audit matters How our audit addressed the key audit matter
Ind AS 115 - Revenue from Contract with Customers (as described in note 1.2.9 and 42 of the financial statements)
Revenue from real-estate contracts is recognised over a period of time in accordance with the requirements of Ind AS 115 using the percentage of completion method. This determination is based on the proportion that contract costs actually incurred, bear to the estimated total contract costs, and requires significant judgements, including identification of contractual obligations, the Group’s rights to receive payments for performance completed till date, changes in scope and consequential revised contract price.Revenue recognition is significant to the financial statements based on the quantitative materiality. The application of percentage of completion method involves significant judgement as explained above. Accordingly, we regard these as key audit matter.
As part of our audit procedures:We read the accounting policy for revenue recognition of the Group and assessed compliance with the requirements of Ind AS 115.We assessed the management evaluation of recognising revenue from real estate contracts over a period of time in accordance with the requirements under Ind AS 115.We tested controls over revenue recognition with specific focus on determination of progress of completion, recording of costs incurred and estimation of costs to complete the remaining contract obligations.We inspected a sample of underlying customer contracts, performed retrospective assessment of costs incurred with estimated costs to identify significant variations and assess whether those variations have been considered in estimating the remaining costs-to-complete and consequential determination of stage of completion.We tested controls and management processes pertaining to transfer of control in case of real estate projects.We performed test of details, on a sample basis, and inspected the underlying customer contracts/agreements evidencing the transfer of control of the asset to the customer based on which revenue is recognised over a period of time.We assessed the adequecy of disclosures included in financial statements, as specified in Ind AS 115.
Assessing the carrying value of Inventory (as described in note 1.2.15 and 11 of the financial statements) and advances paid towards land procurement (as described in note 10 and 46 of the financial statements)
As at March 31, 2020, the carrying value of the inventory of ongoing and completed real-estate projects is ` 5,31,582.02 lakh. The inventories are held at the lower of the cost and net realisable value (“NRV”).The determination of NRV involves estimates based on prevailing market conditions and taking into account the stage of completion of the inventory, the estimated future selling price, cost to complete projects and selling costs.Advances paid by the Group for acquisition of land or Transferable Development Rights (‘TDR’), is recognised as advances to vendors.With respect to these advances, the net recoverable value is based on the management’s estimates and internal documentation, which include, among other things, the likelihood when the land acquisition would be completed, the expected date of plan approvals for commencement of project and the estimation of sale prices and construction costs.We identified the assessment of the carrying value of inventory and land advances as a key audit matter due to the significance of the balance to the financial statements as a whole and the involvement of estimates and judgement in the assessment.
As part of our audit procedures, we:Evaluated the design and operation of internal controls related to testing recoverable amounts with carrying amount of inventory and advances, including evaluating management processes for estimating future costs to complete projects.As regards NRV, for a sample of selected projects, compared costs incurred and estimates of future cost to complete the project with costs of similar projects and compared NRV to recent sales or to the estimated selling price.For advances for acquisition of land or TDR, as part of our audit procedures we:
Read the documentation relating to the advances paid and obtained from management the status of the advances.Obtained and assessed management’s assumptions relating to proposed projects, estimated time-frame, and forecast sales.Circularized requests for balance confirmations and examined responses.
72 Annual Report 2019-2072 Annual Report 2019-20
Other Information
The Holding Company’s Board of Directors is responsible for the other information. The other information comprises the information
included in the Management Discussion and Analysis, Board’s Report including Annexures to Board’s Report, Business Responsibility
Report and Shareholder’s Information but does not include the consolidated Ind AS financial statements and our auditor’s report
thereon.
Our opinion on the consolidated Ind AS financial statements does not cover the other information and we do not express any form
of assurance conclusion thereon.
In connection with our audit of the consolidated Ind AS financial statements, our responsibility is to read the other information and,
in doing so, consider whether such other information is materially inconsistent with the consolidated Ind AS financial statements or
our knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have performed,
we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to
report in this regard.
Responsibilities of Management for the Consolidated Ind AS Financial Statements
The Holding Company’s Board of Directors is responsible for the preparation and presentation of these consolidated Ind AS
financial statements in terms of the requirements of the Act that give a true and fair view of the consolidated financial position,
consolidated financial performance including other comprehensive income, consolidated cash flows and consolidated statement
of changes in equity of the Group including its joint ventures in accordance with the accounting principles generally accepted in
India, including the Indian Accounting Standards (Ind AS) specified under section 133 of the Act read with the Companies (Indian
Accounting Standards) Rules, 2015, as amended. The respective Board of Directors of the companies included in the Group and
of its joint ventures are responsible for maintenance of adequate accounting records in accordance with the provisions of the Act
for safeguarding of the assets of the Group and of its joint ventures and for preventing and detecting frauds and other irregularities;
selection and application of appropriate accounting policies; making judgements and estimates that are reasonable and prudent;
and the design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring
the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the consolidated Ind AS
financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error, which have
been used for the purpose of preparation of the consolidated Ind AS financial statements by the Directors of the Holding Company,
as aforesaid.
In preparing the consolidated Ind AS financial statements, the respective Board of Directors of the companies included in the Group
and of its joint ventures are responsible for assessing the ability of the Group and of its joint ventures to continue as a going concern,
disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management
either intends to liquidate the Group or to cease operations, or has no realistic alternative but to do so.
Those respective Board of Directors of the companies included in the Group and of its joint ventures are also responsible for
overseeing the financial reporting process of the Group and of its joint ventures.
Auditor’s Responsibilities for the Audit of the Consolidated Ind AS Financial Statements
Our objectives are to obtain reasonable assurance about whether the consolidated Ind AS financial statements as a whole are free
from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable
assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with SAs will always detect a
material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the
aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated
Ind AS financial statements.
Annual Report 2019-20 73Annual Report 2019-20 73
As part of an audit in accordance with SAs, we exercise professional judgement and maintain professional skepticism throughout
the audit. We also:
Identify and assess the risks of material misstatement of the consolidated Ind AS financial statements, whether due to fraud
or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and
appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher
than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the
override of internal control.
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the
circumstances. Under section 143(3)(i) of the Act, we are also responsible for expressing our opinion on whether the Holding
Company has adequate internal financial controls with reference to consolidated Ind AS financial statements in place and the
operating effectiveness of such controls.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related
disclosures made by management.
Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit
evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the
ability of the Group and its joint ventures to continue as a going concern. If we conclude that a material uncertainty exists, we
are required to draw attention in our auditor’s report to the related disclosures in the consolidated Ind AS financial statements
or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to
the date of our auditor’s report. However, future events or conditions may cause the Group and its joint ventures to cease to
continue as a going concern.
Evaluate the overall presentation, structure and content of the consolidated Ind AS financial statements, including the disclosures,
and whether the consolidated Ind AS financial statements represent the underlying transactions and events in a manner that
achieves fair presentation.
Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within
the Group and its joint ventures of which we are the independent auditors, to express an opinion on the consolidated Ind AS
financial statements. We are responsible for the direction, supervision and performance of the audit of the financial statements
of such entities included in the consolidated Ind AS financial statements of which we are the independent auditors. For the
other entities included in the consolidated Ind AS financial statements, which have been audited by other auditors, such other
auditors remain responsible for the direction, supervision and performance of the audits carried out by them. We remain solely
responsible for our audit opinion.
We communicate with those charged with governance of the Holding Company and such other entities included in the consolidated
Ind AS financial statements of which we are the independent auditors regarding, among other matters, the planned scope and timing
of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding
independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our
independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in
the audit of the consolidated Ind AS financial statements for the financial year ended March 31, 2020 and are therefore the key audit
matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or
when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse
consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
74 Annual Report 2019-2074 Annual Report 2019-20
Other Matter
(a) We did not audit the financial statements and other financial information, in respect of two subsidiaries, whose Ind AS financial
statements include total assets of ` 186.72 lakh as at March 31, 2020, and total revenues of ` 1.72 lakh and net cash inflows
of ` 0.62 lakh for the year ended on that date. These Ind AS financial statement and other financial information have been
audited by other auditors, which financial statements, other financial information and auditor’s reports have been furnished to
us by the management. The consolidated Ind AS financial statements also include the Group’s share of net profit of ` 76.92
lakh for the year ended March 31, 2020, as considered in the consolidated Ind AS financial statements, in respect of three joint
ventures, whose financial statements, other financial information have been audited by other auditors and whose reports have
been furnished to us by the Management. Our opinion on the consolidated Ind AS financial statements, in so far as it relates to
the amounts and disclosures included in respect of these subsidiaries and joint ventures, and our report in terms of sub-sections
(3) of Section 143 of the Act, in so far as it relates to the aforesaid subsidiaries and joint ventures, is based solely on the reports
of such other auditors.
(b) The consolidated Ind AS financial statements also include the Group’s share of net loss of ` 0.85 lakh for the year ended
March 31, 2020, as considered in the consolidated Ind AS financial statements, in respect of three joint ventures, whose
financial statements, other financial information have not been audited and whose unaudited financial statements, other
unaudited financial information have been furnished to us by the Management. Our opinion, in so far as it relates amounts
and disclosures included in respect of these joint ventures, and our report in terms of sub-sections (3) of Section 143 of the Act
in so far as it relates to the aforesaid joint ventures, is based solely on such unaudited financial statements and other unaudited
financial information. In our opinion and according to the information and explanations given to us by the Management, these
financial statements and other financial information are not material to the Group.
Our opinion above on the consolidated Ind AS financial statements, and our report on Other Legal and Regulatory Requirements
below, is not modified in respect of the above matters with respect to our reliance on the work done and the reports of the other
auditors and the financial statements and other financial information certified by the Management.
Report on Other Legal and Regulatory Requirements
As required by Section 143(3) of the Act, based on our audit and on the consideration of report of the other auditors on separate
financial statements and the other financial information of subsidiaries and joint ventures, as noted in the ‘other matter’ paragraph
we report, to the extent applicable, that:
(a) We/the other auditors whose report we have relied upon have sought and obtained all the information and explanations which
to the best of our knowledge and belief were necessary for the purposes of our audit of the aforesaid consolidated Ind AS
financial statements;
(b) In our opinion, proper books of account as required by law relating to preparation of the aforesaid consolidation of the
financial statements have been kept so far as it appears from our examination of those books and reports of the other auditors;
(c) The Consolidated Balance Sheet, the Consolidated Statement of Profit and Loss including the Statement of Other Comprehensive
Income, the Consolidated Cash Flow Statement and Consolidated Statement of Changes in Equity dealt with by this Report
are in agreement with the books of account maintained for the purpose of preparation of the consolidated Ind AS financial
statements;
(d) In our opinion, the aforesaid consolidated Ind AS financial statements comply with the Accounting Standards specified under
Section 133 of the Act, read with Companies (Indian Accounting Standards) Rules, 2015, as amended;
(e) On the basis of the written representations received from the Directors of the Holding Company as on March 31, 2020 taken
on record by the Board of Directors of the Holding Company and the reports of the statutory auditors who are appointed under
Section 139 of the Act, of its subsidiary companies and joint ventures, none of the Directors of the Group’s companies, its joint
ventures, incorporated in India, is disqualified as on March 31, 2020 from being appointed as a Director in terms of Section
164 (2) of the Act;
Annual Report 2019-20 75Annual Report 2019-20 75
(f) With respect to the adequacy and the operating effectiveness of the internal financial controls over financial reporting with
reference to these consolidated Ind AS financial statements of the Holding Company and its subsidiary companies and joint
ventures, incorporated in India, refer to our separate Report in “Annexure 1” to this report;
(g) In our opinion and based on the consideration of reports of other statutory auditors of the subsidiaries and joint ventures
incorporated in India, the managerial remuneration for the year ended March 31, 2020 has been paid/provided by the
Holding Company, its subsidiaries and joint ventures incorporated in India to their Directors in accordance with the provisions
of section 197 read with Schedule V to the Act;
(h) With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies (Audit
and Auditors) Rules, 2014, as amended, in our opinion and to the best of our information and according to the explanations
given to us and based on the consideration of the report of the other auditors on separate financial statements as also the other
financial information of the subsidiaries and joint ventures, as noted in the ‘Other matter’ paragraph:
i. The consolidated Ind AS financial statements disclose the impact of pending litigations on its consolidated financial
position of the Group, its joint ventures in its consolidated Ind AS financial statements – refer note 40 to the consolidated
Ind AS financial statements;
ii. The Group, its joint ventures did not have any material foreseeable losses in long-term contracts including derivative
contracts during the year ended March 31, 2020;
iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund
by the Holding Company, its subsidiaries and joint ventures, incorporated in India during the year ended March 31, 2020.
For S R B C & CO LLP
Chartered Accountants
ICAI Firm Registration Number: 324982E/E300003
per Vinayak Pujare
Partner
Membership Number: 101143
UDIN: 20101143AAAACN4192
Place: Mumbai
Date: July 14, 2020
76 Annual Report 2019-2076 Annual Report 2019-20
ANNEXURE 1 REFERRED TO IN PARAGRAPH (f) UNDER THE HEADING “REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS” OF OUR REPORT OF EVEN DATE
Re: Oberoi Realty Limited (‘the Company’)
Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (“the Act”)
In conjunction with our audit of the consolidated Ind AS financial statements of Oberoi Realty Limited as of and for the year ended March 31, 2020, we have also audited the internal financial controls over financial reporting of Oberoi Realty Limited (“the Holding Company) and its subsidiary companies and its joint ventures, which are companies incorporated in India as of that date.
Management’s Responsibility for Internal Financial Controls
The respective Board of Directors of the Holding Company, its subsidiary companies, and joint ventures, which are companies incorporated in India, are responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Holding Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India. These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to the respective company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Act.
Auditor’s Responsibility
Our responsibility is to express an opinion on the company’s internal financial controls over financial reporting with reference to these consolidated Ind AS financial statements based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the “Guidance Note”) and the Standards on Auditing, both, issued by Institute of Chartered Accountants of India, and deemed to be prescribed under section 143(10) of the Act, to the extent applicable to an audit of internal financial controls. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting with reference to these consolidated Ind AS financial statements was established and maintained and if such controls operated effectively in all material respects.
Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting with reference to these consolidated Ind AS financial statements included obtaining an understanding of internal financial controls over financial reporting with reference to these consolidated Ind AS financial statements, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor’s judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Holding Company, its subsidiary companies and its joint ventures incorporated in India, internal financial controls system over financial reporting.
Meaning of Internal financial controls over financial reporting with reference to these consolidated Ind AS financial statements
A company’s internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorisations of management and Directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Annual Report 2019-20 77Annual Report 2019-20 77
Inherent Limitations of Internal financial controls over financial reporting with reference to these consolidated Ind AS financial statements
Because of the inherent limitations of internal financial controls over financial reporting with reference to these consolidated Ind AS financial statements, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting with reference to these consolidated Ind AS financial statements to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Opinion
In our opinion, the Holding Company, its subsidiary companies and its joint ventures, which are companies incorporated in India, have, maintained in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting with reference to these consolidated Ind AS financial statements were operating effectively as at March 31, 2020, based on the internal control over financial reporting criteria established by the Holding Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal financial controls over financial reporting with reference to these consolidated Ind AS financial statements issued by the Institute of Chartered Accountants of India.
For S R B C & CO LLPChartered AccountantsICAI Firm Registration Number: 324982E/E300003
per Vinayak PujarePartnerMembership Number: 101143UDIN: 20101143AAAACN4192
Place: MumbaiDate: July 14, 2020
78 Annual Report 2019-2078 Annual Report 2019-20
CONSOLIDATED BALANCE SHEET
(` in Lakh)AS AT NOTE MARCH 31, 2020 MARCH 31, 2019ASSETSI) Non-current assetsa) Property, plant and equipments 2 20,548.70 19,522.10b) Capital work in progress 3 30,493.90 12,512.52c) Investment properties 4 83,914.12 86,472.37d) Intangible assets 5 185.83 164.64e) Intangible assets under development 6 52.46 93.36f) Financial assets
i) Investments 7 2,26,214.48 2,59,891.48ii) Other financial assets 8 3,603.56 507.87
g) Deferred tax assets (net) 9.1 9,316.63 12,994.53h) Other non-current assets 10 63,213.28 21,639.92
4,37,542.96 4,13,798.79II) Current assetsa) Inventories 11 5,31,727.54 4,16,547.45b) Financial assets
i) Investments 12 14,410.30 33,883.58ii) Trade receivables 13 11,524.74 10,940.35iii) Cash and cash equivalents 14 5,615.97 9,447.01iv) Bank balances other than (iii) above 15 5,217.62 33,083.81v) Loans 16 30,994.22 26,620.69vi) Other financial assets 8 190.29 315.17
c) Current tax assets (net) 17 1,527.11 1,238.73d) Other current assets 10 83,388.30 1,66,494.92
6,84,596.09 6,98,571.71TOTAL ASSETS (I+II) 11,22,139.05 11,12,370.50
EQUITY AND LIABILITIESI) Equitya) Equity share capital 18 36,360.23 36,360.23b) Other equity 19 8,26,588.21 7,66,556.82
8,62,948.44 8,02,917.05II) Liabilitiesi) Non-current liabilitiesa) Financial liabilities
i) Borrowings 20 - 58,851.45ii) Trade payables 21
a) Total outstanding dues of micro enterprises and small enterprises 569.39 417.18b) Total outstanding dues of creditors other than micro enterprises and small enterprises 1,897.06 1,972.86
iii) Other financial liabilities 22i) Capital creditors
a) Total outstanding dues of micro enterprises and small enterprises 63.29 52.88b) Total outstanding dues of creditors other than micro enterprises and small enterprises 849.20 386.42
ii) Others 11,347.31 11,245.69b) Provisions 23 210.84 196.77c) Deferred tax liabilities (net) 9.2 2,839.89 2,599.73d) Other non-current liabilities 24 3,112.23 3,094.12
20,889.21 78,817.10ii) Current liabilitiesa) Financial liabilities
i) Borrowings 20 1,14,392.89 24,755.88ii) Trade payables 21
a) Total outstanding dues of micro enterprises and small enterprises 903.98 1,232.61b) Total outstanding dues of creditors other than micro enterprises and small enterprises 5,218.76 19,607.32
iii) Other financial liabilities 22i) Capital creditors
a) Total outstanding dues of micro enterprises and small enterprises 83.18 73.38b) Total outstanding dues of creditors other than micro enterprises and small enterprises 1,092.32 2,369.74
ii) Others 59,506.30 99,284.57b) Other current liabilities 24 53,545.93 82,119.32c) Provisions 23 221.53 82.93d) Current tax liabilities (net) 25 3,336.51 1,110.60
2,38,301.40 2,30,636.35TOTAL LIABILITIES (i+ii) 2,59,190.61 3,09,453.45TOTAL EQUITY AND LIABILITIES (I+II) 11,22,139.05 11,12,370.50Significant accounting policies 1The accompanying notes form an integral part of the financial statements
As per our report of even dateFor S R B C & CO LLP For and on behalf of the Board of DirectorsChartered AccountantsFirm Registration Number 324982E/E300003
per Vinayak Pujare Vikas Oberoi T. P. OstwalPartner Chairman & Managing Director DirectorMembership No.: 101143 DIN 00011701 DIN 00821268
Saumil Daru Bhaskar KshirsagarDirector - Finance cum Chief Financial Officer Company SecretaryDIN 03533268 M No. A19238
Mumbai, July 14, 2020 Mumbai, July 14, 2020
Annual Report 2019-20 79Annual Report 2019-20 79
CONSOLIDATED STATEMENT OF PROFIT AND LOSS
(` in Lakh)
FOR THE YEAR ENDED NOTE MARCH 31, 2020 MARCH 31, 2019
INCOME
Revenue from operations 26 2,23,763.29 2,58,249.93
Other income 27 4,835.22 7,884.68
Total revenue (A) 2,28,598.51 2,66,134.61
EXPENSES
Operating costs 28 2,19,974.87 1,65,241.04
Changes in inventories 29 (1,16,406.98) (40,524.51)
Employee benefits expense 30 6,424.25 7,335.43
Finance cost 31 8,847.25 1,936.19
Depreciation and amortisation 32 4,486.79 4,403.81
Other expenses 33 8,973.98 10,669.82
Total expenses (B) 1,32,300.16 1,49,061.78
Profit before share of profit of joint ventures (net) and exceptional items
(A-B) 96,298.35 1,17,072.83
Share of Profit/(Loss) of joint ventures (net) 590.88 689.60
Profit before tax 96,889.23 1,17,762.43
Tax expense
Current tax 17 28,066.96 35,269.21
Deferred tax 9 (106.88) 782.87
(Excess)/short provision of tax in earlier years (3.87) 17.00
Profit after tax (C) 68,933.02 81,693.35
Other comprehensive income
Items that will not be reclassified to profit or loss in subsequent years
A Re - measurement gains/(losses) on defined benefit plans (25.09) 98.57
Income tax effect on above 8.77 (33.10)
Share of other comprehensive income in Joint Ventures
B Re - measurement gains/(losses) on defined benefit plans 4.02 (3.92)
Income tax effect on above (1.72) 1.37
Total other comprehensive income/(expenses) for the year net of tax
(D) (14.02) 62.92
Total comprehensive income for the year (Comprising profit /(loss) and other comprehensive income for the year)*
(C+D) 68,919.00 81,756.27
Earnings per equity share (face value of ` 10) 34
- Basic (in `) 18.96 22.80
- Diluted (in `) 18.96 22.80
*Entirely attributable to owner of the parent.
Significant accounting policies 1
The accompanying notes form an integral part of the financial statements
As per our report of even dateFor S R B C & CO LLP For and on behalf of the Board of DirectorsChartered AccountantsFirm Registration Number 324982E/E300003
per Vinayak Pujare Vikas Oberoi T. P. OstwalPartner Chairman & Managing Director DirectorMembership No.: 101143 DIN 00011701 DIN 00821268
Saumil Daru Bhaskar KshirsagarDirector - Finance cum Chief Financial Officer Company SecretaryDIN 03533268 M No. A19238
Mumbai, July 14, 2020 Mumbai, July 14, 2020
Annual Report 2019-20 81Annual Report 2019-20 81
CONSOLIDATED CASH FLOW STATEMENT
(` in Lakh)FOR THE YEAR ENDED MARCH 31, 2020 MARCH 31, 2019CASH FLOW FROM OPERATING ACTIVITIES:Profit before tax as per Statement of Profit and Loss 96,889.23 1,17,762.43
Adjustments forDepreciation and amortisation 4,486.79 4,403.81Interest income (including fair value change in financial instruments) (3,674.16) (4,448.39)Interest expenses (including fair value change in financial instruments) 8,847.25 1,936.19Dividend income (250.49) (310.82)Profit on sale of investments (net) (776.35) (3,102.46)(Gain)/Loss from foreign exchange fluctuation (net) 26.93 (2.22)(Gain)/Loss on sale/discarding of investment properties (net) 5.43 24.45(Gain)/Loss on sale/discarding of property, plant and equipments (net) 35.76 24.25Share of profit of joint ventures 590.88 689.60Sundry balances written back (122.89) (17.40)Operating cash profit before working capital changes 1,06,058.38 1,16,959.44
Movement for working capitalIncrease/(decrease) in trade payables (14,544.84) 8,706.17Increase/(decrease) in other liabilities (28,555.25) (1,08,692.69)Increase/(decrease) in financial liabilities (3,173.34) 5,251.75Increase/(decrease) in provisions 129.88 167.21(Increase)/decrease in loans and advances 42,059.53 (4,943.57)(Increase)/decrease in financial assets 124.88 (82.57)(Increase)/decrease in trade receivables (584.39) 7,176.21(Increase)/decrease in inventories (1,07,500.43) 22,444.05Cash generated from operations (5,985.58) 46,986.00Direct taxes (paid)/refund (net) (22,212.62) (32,429.84)Net cash inflow/(outflow) from operating activities (A) (28,198.20) 14,556.16
CASH FLOW FROM INVESTING ACTIVITIES:(Acquisition)/(adjustments) of property, plant and equipments, investment properties, intangible assets/addition to capital work in progress (net)
(22,613.33) (17,155.69)
Proceeds from sale of property, plant and equipment, investment properties, intangible assets
46.65 91.14
Interest received 1,319.72 3,018.22Dividend received 250.49 310.82Decrease/(increase) in loans and advances to/for joint ventures (net) (1,795.08) (4,403.22)Decrease/(increase) in investment in joint ventures 33,086.40 (19,927.30)(Acquisition)/sale of investments (net) 776.35 3,102.46(Increase)/decrease in other assets 24,771.18 (29,613.58)Net cash inflow/(outflow) from investing activities (B) 35,842.38 (64,577.15)
CASH FLOW FROM FINANCING ACTIVITIES:Increase in equity share capital (including securities premium and netting off share issue expenses)
- 1,18,271.82
Repayment of debentures (37,500.00) -Repayment of short term unsecured borrowings (22.00) (4,162.00)Repayment from long term secured borrowings - (9,149.64)Proceeds from short term secured borrowings 1,87,584.55 1,00,189.55Repayment of short term secured borrowings (1,55,138.38) (97,906.19)Interest paid (gross) (17,105.89) (15,160.60)Dividend paid (including dividend distribution tax) (8,766.84) (8,188.17)Net cash inflow/(outflow) from financing activities (C) (30,948.56) 83,894.77
Net increase/(decrease) in cash and cash equivalents (A+B+C) (23,304.38) 33,873.78Add: cash and cash equivalents at the beginning of the year 43,149.85 9,276.07Cash and cash equivalents at the end of the year 19,845.47 43,149.85
82 Annual Report 2019-2082 Annual Report 2019-20
CONSOLIDATED CASH FLOW STATEMENT (CONTD.)
(` in Lakh)
FOR THE YEAR ENDED MARCH 31, 2020 MARCH 31, 2019COMPONENTS OF CASH AND CASH EQUIVALENTS AS ATCash on hand 37.27 46.12Balance with banks 5,569.54 2,782.18Cheques on hand 9.16 244.62Fixed deposits with banks, having original maturity of 3 months or less - 6,374.09Add: Short term liquid investment 14,229.50 33,702.84Cash and cash equivalents at the end of the year 19,845.47 43,149.85
RECONCILIATION STATEMENT OF CASH AND BANK BALANCE AS AT(` in Lakh)
AS AT MARCH 31, 2020 MARCH 31, 2019Cash and cash equivalents at the end of the year as per above 19,845.47 43,149.85Add: Balance with banks in dividend/unclaimed dividend accounts 4.14 3.47Add: Fixed deposits with banks, having remaining maturity for less than 12 months 2,881.10 30,879.56Add: Fixed deposits with banks (lien marked) 5,935.94 2,708.65Less: Short term liquid investment (14,229.50) (33,702.84)Fixed deposits with banks, having remaining maturity of more than 12 months (3,603.56) (507.87)Cash and bank balance as per Balance Sheet (refer note 14 and 15) 10,833.59 42,530.82
DISCLOSURE AS REQUIRED BY IND AS 7 Reconciliation of liabilities arising from financing activities
(` in Lakh)
March 31, 2020 Opening balance
Cash flows Non cash changes
Closing balance
Short term secured borrowings* 1,53,837.86 (8,204.37) 1,526.94 1,47,160.43Short term unsecured borrowings 4,746.00 (22.00) - 4,724.00Total liabilities from financing activities 1,58,583.86 (8,226.37) 1,526.94 1,51,884.43
*During the current year, the long term secured borrowings are classified as short term secured borrowings.(` in Lakh)
March 31, 2019 Opening balance
Cash flows Non cash changes
Closing balance
Short term secured borrowings 92,634.05 (803.73) 3,156.09 94,986.41Long term secured borrowings 67,864.18 (9,149.64) 136.91 58,851.45Short term unsecured borrowings 8,908.00 (4,162.00) - 4,746.00Total liabilities from financing activities 1,69,406.23 (14,115.37) 3,293.00 1,58,583.86
Significant accounting policies 1
The accompanying notes form an integral part of the financial statements
As per our report of even dateFor S R B C & CO LLP For and on behalf of the Board of DirectorsChartered AccountantsFirm Registration Number 324982E/E300003
per Vinayak Pujare Vikas Oberoi T. P. OstwalPartner Chairman & Managing Director DirectorMembership No.: 101143 DIN 00011701 DIN 00821268
Saumil Daru Bhaskar KshirsagarDirector - Finance cum Chief Financial Officer Company SecretaryDIN 03533268 M No. A19238
Mumbai, July 14, 2020 Mumbai, July 14, 2020
Annual Report 2019-20 141
INDEPENDENT AUDITOR’S REPORT ON STANDALONE IND AS FINANCIAL STATEMENT
To the Members of Oberoi Realty Limited
Report on the Audit of the Standalone Ind AS Financial Statements
Opinion
We have audited the accompanying standalone Ind AS financial statements of Oberoi Realty Limited (“the Company”), which comprise the Balance Sheet as at March 31, 2020, the Statement of Profit and Loss, including the Statement of Other Comprehensive Income, the Cash Flow Statement and the Statement of Changes in Equity for the year then ended, and notes to the standalone Ind AS financial statements, including a summary of significant accounting policies and other explanatory information.
In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone Ind AS financial statements give the information required by the Companies Act, 2013, as amended (“the Act”) in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2020, its profit including other comprehensive income, its cash flows and the changes in equity for the year ended on that date.
Basis for Opinion
We conducted our audit of the standalone Ind AS financial statements in accordance with the Standards on Auditing (SAs), as specified under section 143(10) of the Act. Our responsibilities under those Standards are further described in the ‘Auditor’s Responsibilities for the Audit of the Standalone Ind AS Financial Statements’ section of our report. We are independent of the Company in accordance with the ‘Code of Ethics’ issued by the Institute of Chartered Accountants of India together with the ethical requirements that are relevant to our audit of the financial statements under the provisions of the Act and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the standalone Ind AS financial statements.
Emphasis of Matter
We draw attention to Note 47 of the Financial Statements, which describes the Management’s assessment of uncertainties related to the COVID-19 pandemic, and its consequential financial impacts on the operations of the Company, its cash flows and recoverable amounts of its assets. Our opinion is not modified in respect of this matter.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the standalone Ind AS financial statements for the financial year ended March 31, 2020. These matters were addressed in the context of our audit of the standalone Ind AS financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. For each matter below, our description of how our audit addressed the matter is provided in that context.
We have determined the matters described below to be the key audit matters to be communicated in our report. We have fulfilled the responsibilities described in the Auditor’s responsibilities for the audit of the standalone Ind AS financial statements section of our report, including in relation to these matters. Accordingly, our audit included the performance of procedures designed to respond to our assessment of the risks of material misstatement of the standalone Ind AS financial statements. The results of our audit procedures, including the procedures performed to address the matters below, provide the basis for our audit opinion on the accompanying standalone Ind AS financial statements.
142 Annual Report 2019-20
Key audit matters How our audit addressed the key audit matterInd AS 115 - Revenue from Contract with Customers (as described in note 1.2.8 and 42 of the financial statements)Revenue from real-estate contracts is recognised over a period of time in accordance with the requirements of Ind AS 115 us-ing the percentage of completion method. This determination is based on the proportion that contract costs actually incurred, bear to the estimated total contract costs, and requires signifi-cant judgments, including identification of contractual obliga-tions, the Company’s rights to receive payments for performance completed till date, changes in scope and consequential revised contract price.
Revenue recognition is significant to the financial statements based on the quantitative materiality. The application of percent-age of completion method involves significant judgment as ex-plained above. Accordingly, we regard these as key audit matter.
As part of our audit procedures:
We read the accounting policy for revenue recognition of the Company and assessed compliance with the requirements of Ind AS 115.
We assessed the management evaluation of recognising revenue from real estate contracts over a period of time in accordance with the requirements under Ind AS 115.
We tested controls over revenue recognition with specific focus on determination of progress of completion, recording of costs incurred and estimation of costs to complete the remaining contract obligations.
We inspected a sample of underlying customer contracts, performed retrospective assessment of costs incurred with estimated costs to identify significant variations and assess whether those variations have been considered in estimating the remaining costs-to-complete and consequential determination of stage of completion.
We tested controls and management processes pertaining to transfer of control in case of real estate projects.
We performed test of details, on a sample basis, and inspected the underlying customer contracts/agreements evidencing the transfer of control of the asset to the customer based on which revenue is recognised over a period of time.
We assessed the adequacy of disclosures included in financial statements, as specified in Ind AS 115.
Assessing the carrying value of Inventory (as described in note 1.2.14 and 10 of the financial statements) and advances paid towards land procurement (as described in note 9 and 48 of the financial statements)
As at March 31, 2020, the carrying value of the inventory of ongoing and completed real-estate projects is ` 2,16,745.40 lakh. The inventories are held at the lower of the cost and net realisable value (“NRV”).
The determination of NRV involves estimates based on prevailing market conditions and taking into account the stage of completion of the inventory, the estimated future selling price, cost to complete projects and selling costs.
Advances paid by the Company for acquisition of land or Transferable Development Rights (‘TDR’), is recognised as advances to vendors.
With respect to these advances, the net recoverable value is based on the management’s estimates and internal documentation, which include, among other things, the likelihood when the land acquisition would be completed, the expected date of plan approvals for commencement of project and the estimation of sale prices and construction costs.
We identified the assessment of the carrying value of inventory and land advances as a key audit matter due to the significance of the balance to the financial statements as a whole and the involvement of estimates and judgement in the assessment.
As part of our audit procedures, we:
Evaluated the design and operation of internal controls related to testing recoverable amounts with carrying amount of inventory and advances, including evaluating management processes for estimating future costs to complete projects.
As regards NRV, for a sample of selected projects, compared costs incurred and estimates of future cost to complete the project with costs of similar projects and compared NRV to recent sales or to the estimated selling price.
For advances for acquisition of land or TDR, as part of our audit procedures we;
Read the documentation relating to the advances paid and obtained from management the status of the advances.
Obtained and assessed management’s assumptions relating to proposed projects, estimated time-frame, and forecast sales.
Circularized requests for balance confirmations and examined responses.
Annual Report 2019-20 143
Other Information
The Company’s Board of Directors is responsible for the other information. The other information comprises the information included in the Management Discussion and Analysis, Board’s Report including Annexures to Board’s Report, Business Responsibility Report and Shareholder’s Information but does not include the standalone Ind AS financial statements and our auditor’s report thereon.
Our opinion on the standalone Ind AS financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.
In connection with our audit of the standalone Ind AS financial statements, our responsibility is to read the other information and, in doing so, consider whether such other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.
Responsibilities of Management for the Standalone Ind AS Financial Statements
The Company’s Board of Directors is responsible for the matters stated in section 134(5) of the Act with respect to the preparation of these standalone Ind AS financial statements that give a true and fair view of the financial position, financial performance including other comprehensive income, cash flows and changes in equity of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) specified under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and the design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the standalone Ind AS financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.
In preparing the standalone Ind AS financial statements, management is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.
Those Board of Directors are also responsible for overseeing the Company’s financial reporting process.
Auditor’s Responsibilities for the Audit of the Standalone Ind AS Financial Statements
Our objectives are to obtain reasonable assurance about whether the standalone Ind AS financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these standalone Ind AS financial statements.
As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
Identify and assess the risks of material misstatement of the standalone Ind AS financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3)(i) of the Act, we are also responsible for expressing our opinion on whether the Company has adequate internal financial controls with reference to financial statements in place and the operating effectiveness of such controls.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Company to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the standalone Ind AS financial statements, including the disclosures, and whether the standalone Ind AS financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
144 Annual Report 2019-20
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the standalone Ind AS financial statements for the financial year ended March 31, 2020 and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
Report on Other Legal and Regulatory Requirements
1. As required by the Companies (Auditor’s Report) Order, 2016 (“the Order”), issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, we give in the “Annexure 1” a statement on the matters specified in paragraphs 3 and 4 of the Order.
2. As required by Section 143(3) of the Act, we report that:
(a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit;
(b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books;
(c) The Balance Sheet, the Statement of Profit and Loss including the Statement of Other Comprehensive Income, the Cash Flow Statement and Statement of Changes in Equity dealt with by this Report are in agreement with the books of account;
(d) In our opinion, the aforesaid standalone Ind AS financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Companies (Indian Accounting Standards) Rules, 2015, as amended;
(e) On the basis of the written representations received from the Directors as on March 31, 2020 taken on record by the Board of Directors, none of the Directors is disqualified as on March 31, 2020 from being appointed as a Director in terms of Section 164 (2) of the Act;
(f) With respect to the adequacy of the internal financial controls over financial reporting of the Company with reference to these standalone Ind AS financial statements and the operating effectiveness of such controls, refer to our separate Report in “Annexure 2” to this report;
(g) In our opinion, the managerial remuneration for the year ended March 31, 2020 has been paid/provided by the Company to its Directors in accordance with the provisions of section 197 read with Schedule V to the Act;
(h) With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, as amended in our opinion and to the best of our information and according to the explanations given to us:
i. The Company has disclosed the impact of pending litigations on its financial position in its standalone Ind AS financial statements – refer note 39 to the standalone Ind AS financial statements;
ii. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses;
iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company.
For S R B C & CO LLPChartered AccountantsICAI Firm Registration Number: 324982E/E300003
per Vinayak PujarePartnerMembership Number: 101143UDIN: 20101143AAAACM8295Place: MumbaiDate: July 14, 2020
Annual Report 2019-20 145
Re: Oberoi Realty Limited (‘the Company’)
(i) (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets.
(b) Fixed assets have been physically verified by the management during the year and no material discrepancies were identified on such verification.
(c) According to the information and explanations given by the management, the title deeds of immovable properties included in property, plant and equipment/investment properties are held in the name of the Company.
(ii) The management has conducted physical verification of inventory at reasonable intervals during the year and no material discrepancies were noticed on such physical verification.
(iii) (a) The Company has granted unsecured interest free loans to nine companies and interest bearing loan to one firm covered in the register maintained under section 189 of the Companies Act, 2013. In our opinion and according to the information and explanations given to us, the terms and conditions of the grant of such loans are not prejudicial to the Company’s interest.
(b) The Company has granted loans to the parties covered in the register maintained under section 189 of the Companies Act, 2013. The loans granted are re-payable on demand. We are informed that the Company has not demanded repayment of any such loan during the year, and thus, there has been no default on the part of the parties to whom the money has been lent. There is no stipulation as to the date of payment of interest.
(c) There is no amount of loans granted to companies, firm or other parties listed in the register maintained under section 189 of the Companies Act, 2013 which are outstanding for more than ninety days.
(iv) In our opinion and according to the information and explanations given to us, provisions of section 185 and 186 of the Companies Act 2013 in respect of loans to Directors including entities in which they are interested and in respect of loans and advances given, investments made and, guarantees, and securities given have been complied with by the Company.
(v) The Company has not accepted any deposits within the meaning of Sections 73 to 76 of the Act and the Companies (Acceptance of Deposits) Rules, 2014 (as amended). Accordingly, the provisions of clause 3(v) of the Order are not applicable.
(vi) We have broadly reviewed the books of account maintained by the Company pursuant to the rules made by the Central Government for the maintenance of cost records under section 148(1) of the Companies Act, 2013, related to the manufacture or service of construction activities, and are of the opinion that prima facie, the specified accounts and records have been made and maintained. We have not, however, made a detailed examination of the same.
(vii) (a) The Company is generally regular in depositing with appropriate authorities undisputed statutory dues including provident fund, employees’ state insurance, income-tax, duty of custom, cess, goods and services tax (GST) and other statutory dues applicable to it. According to the information and explanations given to us, no undisputed amounts payable in respect of provident fund, employees’ state insurance, income-tax, duty of custom, cess, goods and services tax (GST) and other material statutory dues were outstanding, at the year end, for a period of more than 6 months from the date they became payable.
ANNEXURE 1 REFERRED TO IN PARAGRAPH 1 UNDER THE HEADING “REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS” OF OUR REPORT OF EVEN DATE
146 Annual Report 2019-20
(b) According to the records of the Company, the dues outstanding of income-tax, service tax, customs duty, value added tax and property tax on account of any dispute, are as follows:
Name of the Statute Nature of dues Amount(` in Lakh)
Financial Year to which the
amount relates
Forum where dispute is pending
Finance Act, 1994(Service Tax Provisions)
Service Tax Demand, Interest and Penalty
171.82 2008-09 Hon’ble High Court
Finance Act, 1994 (Service Tax Provisions)
Service Tax Demand, Interest and Penalty
33.07 2010-11 to 2013-14
Additional Commissioner, Service Tax Audit III, Mumbai
Finance Act, 1994 (Service Tax Provisions)
Service Tax Demand, Interest and Penalty
98.38 2014-15 Joint Commissioner, Service Tax VI, Mumbai
Finance Act, 1994 (Service Tax Provisions)
Service Tax Demand, Interest and Penalty
20.71 2015-16 to 2017-18
Assistant Commissioner, Central Goods and Service Tax, Excise, Di-VII, Mumbai
Maharashtra Goods and Services Tax Act, 2017
VAT, Interest and Penalty
504.44 2017-18 Deputy Commissioner of Sales Tax, Mumbai
Customs Act, 1962 SFIS license claims 296.95 2011-12 to 2014-15
Directorate General of Foreign Trade (DGFT) – Mumbai
Mumbai Municipal Corporation Act, 1888
Property Tax Demand 1,363.03 2013-14, 2014-15,
2017-18 and 2019-20
Hon’ble High Court
Income Tax Act, 1961 Income Tax and Interest
144.48 2015-16 Commissioner of Income Tax (Appeals)
Income Tax Act, 1961 Income Tax and Interest
298.97 2016-17 Commissioner of Income Tax (Appeals)
(viii) In our opinion and according to the information and explanations given by the management, the Company has not defaulted in repayment of dues to a financial institution and bank. The Company did not have any outstanding loans or borrowing in respect of Government or dues to debenture holders during the year.
(ix) In our opinion and according to the information and explanations given by the management, the Company has utilized the monies raised in the nature of term loans for the purposes for which they were raised.
(x) Based upon the audit procedures performed for the purpose of reporting the true and fair view of the financial statements and according to the information and explanations given by the management, we report that no fraud by the Company or no fraud on the Company by the officers and employees of the Company has been noticed or reported during the year.
(xi) According to the information and explanations given by the management, the managerial remuneration has been paid/ provided in accordance with the requisite approvals mandated by the provisions of section 197 read with Schedule V to the Companies Act, 2013.
(xii) In our opinion, the Company is not a nidhi Company. Therefore, the provisions of clause 3(xii) of the order are not applicable to the Company and hence not commented upon.
(xiii) According to the information and explanations given by the management, transactions with the related parties are in compliance with section 177 and 188 of Companies Act, 2013 where applicable and the details have been disclosed in the notes to the financial statements, as required by the applicable accounting standards.
Annual Report 2019-20 147
(xiv) According to the information and explanations given to us and on an overall examination of the Balance Sheet, the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year under review and hence, reporting requirements under clause 3(xiv) are not applicable to the Company and not commented upon. According to the information and explanations given by the management, we report that the amounts raised in the previous year have been used for the purposes for which the funds were raised in the current year.
(xv) According to the information and explanations given by the management, the Company has not entered into any non-cash transactions with Directors or persons connected with him as referred to in section 192 of Companies Act, 2013.
(xvi) According to the information and explanations given to us, the provisions of section 45-IA of the Reserve Bank of India Act, 1934 are not applicable to the Company.
For S R B C & CO LLPChartered AccountantsICAI Firm Registration Number: 324982E/E300003
per Vinayak PujarePartnerMembership Number: 101143UDIN: 20101143AAAACM8295Place: MumbaiDate: July 14, 2020
148 Annual Report 2019-20
Re: Oberoi Realty Limited (‘the Company’)
Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (“the Act”)
We have audited the internal financial controls over financial reporting of Oberoi Realty Limited (“the Company”) as of March 31, 2020 in conjunction with our audit of the standalone Ind AS financial statements of the Company for the year ended on that date.
Management’s Responsibility for Internal Financial Controls
The Company’s Management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India. These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to the Company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.
Auditor’s Responsibility
Our responsibility is to express an opinion on the Company’s internal financial controls over financial reporting with reference to these standalone Ind AS financial statements based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the “Guidance Note”) and the Standards on Auditing as specified under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls and, both issued by the Institute of Chartered Accountants of India. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting with reference to these standalone Ind AS financial statements was established and maintained and if such controls operated effectively in all material respects.
Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting with reference to these standalone Ind AS financial statements and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting with reference to these standalone Ind AS financial statements, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor’s judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the internal financial controls system over financial reporting with reference to these standalone Ind AS financial statements.
Meaning of Internal Financial Controls Over Financial Reporting with reference to these standalone Ind AS financial statements
A Company’s internal financial control over financial reporting with reference to these standalone Ind AS financial statements is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A Company’s internal financial control over financial reporting with reference to these standalone Ind AS financial statements includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and Directors of the Company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the Company’s assets that could have a material effect on the financial statements.
ANNEXURE 2 REFERRED TO IN PARAGRAPH 2(f) UNDER THE HEADING “REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS” OF OUR REPORT OF EVEN DATE
Annual Report 2019-20 149
Inherent Limitations of Internal Financial Controls Over Financial Reporting with reference to these standalone Ind AS financial statements
Because of the inherent limitations of internal financial controls over financial reporting with reference to these standalone Ind AS financial statements, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting with reference to these standalone Ind AS financial statements may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Opinion
In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial reporting with reference to these standalone Ind AS financial statements and such internal financial controls over financial reporting with reference to these standalone Ind AS financial statements were operating effectively as at March 31, 2020, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.
For S R B C & CO LLPChartered AccountantsICAI Firm Registration Number: 324982E/E300003
per Vinayak PujarePartnerMembership Number: 101143UDIN: 20101143AAAACM8295Place: MumbaiDate: July 14, 2020
150 Annual Report 2019-20
STANDALONE BALANCE SHEET
(` in Lakh)AS AT Note March 31, 2020 March 31, 2019ASSETSI) Non-current assetsa) Property, plant and equipments 2 19,617.90 18,454.14b) Capital work in progress 3 6,350.73 2,408.59c) Investment properties 4 55,119.91 56,632.51d) Intangible assets 5 185.13 164.64e) Intangible assets under development 6 52.46 93.36f) Financial assets
i) Investments 7 71,328.58 73,789.13ii) Other financial assets 8 653.13 191.93
g) Other non-current assets 9 54,066.92 14,720.25 2,07,374.76 1,66,454.55
II) Current assetsa) Inventories 10 2,16,890.92 1,10,024.51b) Financial assets
i) Investments 11 2,688.51 -ii) Trade receivables 12 1,772.06 2,369.45iii) Cash and cash equivalents 13 1,420.29 3,308.63iv) Bank balances other than (iii) above 14 2,983.49 24,437.77v) Loans 15 3,15,592.44 2,99,905.63vi) Other financial assets 8 281.14 267.48
c) Current tax assets (net) 16 266.30 259.13d) Other current assets 9 10,292.24 99,829.43
5,52,187.39 5,40,402.03TOTAL ASSETS (I+II) 7,59,562.15 7,06,856.58
EQUITY AND LIABILITIESI) Equitya) Equity share capital 17 36,360.23 36,360.23b) Other equity 18 5,91,289.78 5,67,212.74
6,27,650.01 6,03,572.97II) Liabilitiesi) Non-current liabilitiesa) Financial liabilities
i) Borrowings 19 - 58,851.45ii) Trade payables 20
a) Total outstanding dues of micro enterprises and small enterprises 9.52 303.28b) Total outstanding dues of creditors other than micro enterprises and small enterprises 422.71 1,278.78
iii) Other financial liabilities 21i) Capital Creditors
a) Total outstanding dues of micro enterprises and small enterprises 4.30 -b) Total outstanding dues of creditors other than micro enterprises and
small enterprises 45.76 -
ii) Others 6,794.03 6,659.85b) Provisions 22 160.21 146.29c) Deferred tax liabilities (net) 23 2,296.54 2,147.65d) Other non-current liabilities 24 1,053.68 1,308.50
10,786.75 70,695.80ii) Current liabilitiesa) Financial liabilities
i) Borrowings 19 96,263.91 8,240.36ii) Trade payables 20
a) Total outstanding dues of micro enterprises and small enterprises 580.25 671.41b) Total outstanding dues of creditors other than micro enterprises and small enterprises 2,179.92 4,173.49
iii) Other financial liabilities 21i) Capital Creditors
a) Total outstanding dues of micro enterprises and small enterprises 52.95 1.85b) Total outstanding dues of creditors other than micro enterprises and
small enterprises 106.04 142.14
ii) Others 11,465.18 13,802.02b) Other current liabilities 24 7,686.30 5,285.70c) Provisions 22 171.54 77.40d) Current tax liabilities (net) 25 2,619.30 193.44
1,21,125.39 32,587.81TOTAL LIABILITIES (i+ii) 1,31,912.14 1,03,283.61TOTAL EQUITY AND LIABILITIES (I+II) 7,59,562.15 7,06,856.58
Significant accounting policies 1The accompanying notes form an integral part of the financial statements
As per our report of even dateFor S R B C & CO LLP For and on behalf of the Board of DirectorsChartered AccountantsFirm Registration Number 324982E/E300003
per Vinayak Pujare Vikas Oberoi T. P. OstwalPartner Chairman & Managing Director DirectorMembership No.: 101143 DIN 00011701 DIN 00821268
Saumil Daru Bhaskar KshirsagarDirector - Finance cum Chief Financial Officer Company SecretaryDIN 03533268 M No. A19238
Mumbai, July 14, 2020 Mumbai, July 14, 2020
Annual Report 2019-20 151
STANDALONE STATEMENT OF PROFIT AND LOSS
(` in Lakh)
FOR THE YEAR ENDED Note March 31, 2020 March 31, 2019INCOMERevenue from operations 26 61,966.20 1,02,865.55Other income 27 12,419.52 12,972.43Total revenue (A) 74,385.72 1,15,837.98
EXPENSESOperating costs 28 1,25,318.40 31,134.58Changes in inventories 29 (1,08,085.71) 2,411.95Employee benefits expense 30 5,505.30 6,216.13Finance cost 31 1,187.48 1,453.76Depreciation and amortisation 32 3,083.52 3,152.08Other expenses 33 5,485.50 6,980.89Total expenses (B) 32,494.49 51,349.39Profit before tax (A-B) 41,891.23 64,488.59Tax expenseCurrent tax 16 10,374.97 18,739.92Deferred tax 23 35.85 379.04
Short/(Excess) provision of tax in earlier years (3.93) (0.56)
Profit after tax (C) 31,484.34 45,370.19
Other comprehensive incomeItems that will not be reclassified to profit or loss in subsequent years
Re - measurement gains/(losses) on defined benefit plans (22.14) 76.28
Income tax effect on above 7.74 (26.65)
Total other comprehensive income/(expenses) for the year net of tax
(D) (14.40) 49.63
Total comprehensive income for the year (Comprising profit/(loss) and other comprehensive income for the year)
(C+D) 31,469.94 45,419.82
Earnings per equity share (face value of ` 10) 34
- Basic (in `) 8.66 12.66
- Diluted (in `) 8.66 12.66
Significant accounting policies 1The accompanying notes form an integral part of the financial statements
As per our report of even date
For S R B C & CO LLP For and on behalf of the Board of Directors
Chartered Accountants
Firm Registration Number 324982E/E300003
per Vinayak Pujare Vikas Oberoi T. P. Ostwal
Partner Chairman & Managing Director Director
Membership No.: 101143 DIN 00011701 DIN 00821268
Saumil Daru Bhaskar Kshirsagar
Director - Finance cum Chief Financial Officer Company Secretary
DIN 03533268 M No. A19238
Mumbai, July 14, 2020 Mumbai, July 14, 2020
Annual Report 2019-20 153
STANDALONE CASH FLOW STATEMENT
(` in Lakh)FOR THE YEAR ENDED March 31, 2020 March 31, 2019CASH FLOW FROM OPERATING ACTIVITIES:Profit before tax as per Statement of Profit and Loss 41,891.23 64,488.59
Adjustments forDepreciation and amortisation 3,083.52 3,152.08Interest income (including fair value change in financial instruments) (4,914.60) (5,540.05)Interest expenses (including fair value change in financial instruments) 1,187.48 1,453.76Dividend income (7,366.68) (6,892.14)Profit on sale of investments (net) (30.35) (528.93)Loss/(gain) from foreign exchange fluctuation (net) 22.77 (2.22)Loss on sale/discarding of investment properties (net) - 0.04(Gain)/loss on sale/discarding of property, plant and equipment (net) 36.74 24.25Sundry balances written off/(back) (91.70) (9.91)Operating cash profit before working capital changes 33,818.41 56,145.47
Movement for working capitalIncrease/(decrease) in trade payables (3,165.62) 240.22Increase/(decrease) in other liabilities 2,145.79 (13,778.27)Increase/(decrease) in financial liabilities (2,163.56) 3,151.63Increase/(decrease) in provisions 85.92 125.51(Increase)/decrease in loans and advances 51,026.05 (1,084.45)(Increase)/decrease in financial assets (13.66) (44.01)(Increase)/decrease in trade receivables 597.39 5,585.51(Increase)/decrease in inventories (99,201.99) 7,458.54Cash generated/(used) from operations (16,871.27) 57,800.15Direct taxes (paid)/refund (net) (7,952.35) (18,526.22)Net cash inflow/(outflow) from operating activities (A) (24,823.62) 39,273.93
CASH FLOW FROM INVESTING ACTIVITIES:(Acquisition)/(adjustments) of property, plant and equipments, investment properties, intangible assets/addition to capital work in progress (net)
(7,504.12) (2,324.54)
Proceeds from sale of property, plant and equipment, investment properties, intangible assets
40.23 48.60
Interest received 762.44 2,083.57Dividend received 7,366.68 6,892.14Decrease/(increase) in loans and advances to/for subsidiaries/joint ventures (net)
(12,133.89) (1,11,215.97)
(Acquisition)/sale of investments (net) 2,491.06 4,212.45(Increase)/decrease in other assets 20,993.74 (22,520.70)Net cash inflow/(outflow) from investing activities (B) 12,016.14 (1,22,824.45)
CASH FLOW FROM FINANCING ACTIVITIES:Increase in equity share capital (including securities premium and netting off share issue expenses)
- 1,18,271.82
Proceeds from short term secured borrowings 91,826.00 17,890.01Repayment of short term secured borrowings (76,844.88) (18,212.00)Repayment from long term secured borrowings - (9,149.64)Proceeds from short term unsecured borrowings 30,906.80 -Repayment of short term unsecured borrowings (16,632.00) (11,130.00)Interest paid (gross) (8,376.15) (6,864.38)Dividend paid (including dividend distribution tax) (7,272.12) (6,792.05)Net cash inflow/(outflow) from financing activities (C) 13,607.65 84,013.76
Net increase/(decrease) in cash and cash equivalents (A+B+C) 800.17 463.24Add: cash and cash equivalents at the beginning of the year 3,308.63 2,845.39Cash and cash equivalents at the end of the year 4,108.80 3,308.63
154 Annual Report 2019-20
STANDALONE CASH FLOW STATEMENT (CONTD.)
(` in Lakh)
FOR THE YEAR ENDED March 31, 2020 March 31, 2019COMPONENTS OF CASH AND CASH EQUIVALENTS AS ATCash on hand 27.07 32.39Balance with banks 1,393.22 880.34Cheques on hand - 160.00Fixed deposits with banks, having original maturity of 3 months or less - 2,235.90Add: Short term liquid investments 2,688.51 -Cash and cash equivalents at the end of the year 4,108.80 3,308.63
(` in Lakh)
AS AT March 31, 2020 March 31, 2019RECONCILIATION STATEMENT OF CASH AND BANK BALANCESCash and cash equivalents at the end of the year as per above 4,108.80 3,308.63Add: Balance with bank in dividend/unclaimed dividend accounts 4.14 3.47Add: Fixed deposits with banks, having remaining maturity for less than 12 months 2,650.94 24,154.76Add: Fixed deposits with banks (lien marked) 981.54 471.47Less: Short term liquid investments (2,688.51) -Less: Fixed deposit with banks, having remaining maturity for more than 12 months (653.13) (191.93)Cash and bank balance as per Balance Sheet (refer note 13 and 14) 4,403.78 27,746.40
Disclosure as required by Ind AS 7
Reconciliation of liabilities arising from financing activities
(` in Lakh)
March 31, 2020 Opening balance
Cash flows Non cash changes
Closing balance
Short term secured borrowings* 58,852.41 14,981.12 (83.82) 73,749.71
Short term unsecured borrowings 8,239.40 14,274.80 - 22,514.20
Total liabilities from financing activities 67,091.81 29,255.92 (83.82) 96,263.91
*During the current year, the long term secured borrowings are classified as short term secured borrowings.
(` in Lakh)
March 31, 2019 Opening balance
Cash flows Non cash changes
Closing balance
Short term secured borrowings 253.48 (321.99) 69.47 0.96
Long term secured borrowings 67,864.18 (9,149.64) 136.91 58,851.45
Short term unsecured borrowings 19,369.40 (11,130.00) - 8,239.40
Total liabilities from financing activities 87,487.06 (20,601.63) 206.38 67,091.81
Significant accounting policies 1
The accompanying notes form an integral part of the financial statements
As per our report of even dateFor S R B C & CO LLP For and on behalf of the Board of DirectorsChartered AccountantsFirm Registration Number 324982E/E300003
per Vinayak Pujare Vikas Oberoi T. P. OstwalPartner Chairman & Managing Director DirectorMembership No.: 101143 DIN 00011701 DIN 00821268
Saumil Daru Bhaskar KshirsagarDirector - Finance cum Chief Financial Officer Company SecretaryDIN 03533268 M No. A19238
Mumbai, July 14, 2020 Mumbai, July 14, 2020
Annual Report 2018-19 73
To the Members of Oberoi Realty Limited
Report on the Audit of the Consolidated Ind AS Financial Statements
Opinion
We have audited the accompanying consolidated Ind AS financial statements of Oberoi Realty Limited (hereinafter referred to as “the Holding Company”), its subsidiaries (the Holding Company and its subsidiaries together referred to as “the Group”) and its joint ventures comprising of the consolidated Balance sheet as at March 31, 2019, the consolidated Statement of Profit and Loss, including other comprehensive income, the consolidated Cash Flow Statement and the consolidated Statement of Changes in Equity for the year then ended, and notes to the consolidated Ind AS financial statements, including a summary of significant accounting policies and other explanatory information (hereinafter referred to as “the consolidated Ind AS financial statements”).
In our opinion and to the best of our information and according to the explanations given to us and based on the consideration of reports of other auditors on separate financial statements and on the other financial information of the subsidiaries and joint ventures, the aforesaid consolidated Ind AS financial statements give the information required by the Companies Act, 2013, as amended (“the Act”) in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the consolidated state of affairs of the Group, its joint ventures as at March 31, 2019, their consolidated profit including other comprehensive income, their consolidated cash flows and the consolidated statement of changes in equity for the year ended on that date.
Basis for Opinion
We conducted our audit of the consolidated Ind AS financial statements in accordance with the Standards on Auditing (SAs), as specified under section 143(10) of the Act. Our responsibilities under those Standards are further described in the ‘Auditor’s Responsibilities for the Audit of the Consolidated Ind AS Financial Statements’ section of our report. We are independent of the Group in accordance with the ‘Code of Ethics’ issued by the Institute of Chartered Accountants of India together with the ethical requirements that are relevant to our audit of the financial statements under the provisions of the Act and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the consolidated Ind AS financial statements.
Key Audit Matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the consolidated Ind AS financial statements for the financial year ended March 31, 2019. These matters were addressed in the context of our audit of the consolidated Ind AS financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. For each matter below, our description of how our audit addressed the matter is provided in that context.
We have determined the matters described below to be the key audit matters to be communicated in our report. We have fulfilled the responsibilities described in the Auditor’s responsibilities for the audit of the consolidated Ind AS financial statements section of our report, including in relation to these matters. Accordingly, our audit included the performance of procedures designed to respond to our assessment of the risks of material misstatement of the consolidated Ind AS financial statements. The results of audit procedures performed by us and by other auditors of components not audited by us, as reported by them in their audit reports furnished to us by the management, including those procedures performed to address the matters below, provide the basis for our audit opinion on the accompanying consolidated Ind AS financial statements.
Key audit matters How our audit addressed the key audit matter
Adoption of Ind AS 115 - Revenue from Contract with Customers (as described in note 1.2.9, 1.4 and 43 of
The Group has adopted Ind AS 115 – ‘Revenue from Contracts with Customers’, mandatory for reporting periods beginning on or after April 1, 2018. Revenue from real-estate contracts is recognised over a period of time in accordance with the requirements of the said Standard using the percentage of completion method. This determination is based on the proportion that contract
As part of our audit procedures:
We read the accounting policy for revenue recognition of the Group and assessed compliance with the requirements of Ind AS 115.
We assessed the management evaluation of recognising revenue from real estate contracts over a period of time in accordance with the requirements under Ind AS 115.
INDEPENDENT AUDITOR’S REPORT ON CONSOLIDATED IND AS FINANCIAL STATEMENTS
74 Annual Report 2018-19
Key audit matters How our audit addressed the key audit matter
costs actually incurred, bear to the estimated total contract costs, and requires significant judgments, including identification of contractual obligations, the Group’s rights to receive payments for performance completed till date, changes in scope and consequential revised contract price.
Revenue recognition is significant to the financial statements based on the quantitative materiality. The adoption of Ind AS 115, including the impact to retained earnings as at the transition date as per the modified retrospective method requires significant judgment in determining when ‘control’ of the asset underlying the performance obligation is transferred to the customer. Further, the application of percentage of completion method involves significant judgment as explained above. Accordingly, we regard these as key audit matter.
We tested controls over revenue recognition with specific focus on determination of progress of completion, recording of costs incurred and estimation of costs to complete the remaining contract obligations.
We inspected a sample of underlying customer contracts, performed retrospective assessment of costs incurred with estimated costs to identify significant variations and assess whether those variations have been considered in estimating the remaining costs-to-complete and consequential determination of stage of completion.
We tested controls and management processes pertaining to transfer of control in case of real estate projects.
We performed test of details, on a sample basis, and inspected the underlying customer contracts/ agreements evidencing the transfer of control of the asset to the customer based on which revenue is recognised over a period of time.
We assessed the adequacy of disclosures included in financial statements, as specified in Ind AS 115.
We examined the computation of the adjustment to retained earnings balance as at April 1, 2018 upon adoption of Ind AS 115 as per the modified retrospective method.
As at March 31, 2019, the carrying value of the inventory of ongoing and completed real-estate projects is ` 4,16,375.45 lakhs. The inventories are held at the lower of the cost and net realisable value (“NRV”).
The determination of NRV involves estimates based on prevailing market conditions and taking into account the stage of completion of the inventory, the estimated future selling price, cost to complete projects and selling costs.
Advances paid by the Group for acquisition of land or Transferable Development Rights (‘TDR’), is recognised as advances to vendors under other assets.
With respect to these advances, the net recoverable value is based on the management’s estimates and internal documentation, which include, among other things, the likelihood when the land acquisition would be completed, the expected date of plan approvals for commencement of project and the estimation of sale prices and construction costs.
We identified the assessment of the carrying value of inventory and land advances as a key audit matter due to the significance of the balance to the financial statements as a whole and the involvement of estimates and judgement in the assessment.
As part of our audit procedures, we:
related to testing recoverable amounts with carrying amount of inventory and advances, including evaluating management processes for estimating future costs to complete projects.
costs incurred and estimates of future cost to complete the project with costs of similar projects and compared NRV to recent sales or to the estimated selling price.
procedures we;
obtained from management the status of the advances.
relating to proposed projects, estimated time-frame, and forecast sales.
examined responses.
Annual Report 2018-19 75
Other Information
The Holding Company’s Board of Directors is responsible for the other information. The other information comprises the information included in Management Discussion and Analysis, Board’s Report including Annexures to Board’s Report, Business Responsibilty Report and Shareholder’s Information but does not include the consolidated Ind AS financial statements and our auditor’s report thereon.
Our opinion on the consolidated Ind AS financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.
In connection with our audit of the consolidated Ind AS financial statements, our responsibility is to read the other information and, in doing so, consider whether such other information is materially inconsistent with the consolidated financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.
Responsibilities of Management for the Consolidated Ind AS Financial Statements
The Holding Company’s Board of Directors is responsible for the preparation and presentation of these consolidated Ind AS financial statements in terms of the requirements of the Act that give a true and fair view of the consolidated financial position, consolidated financial performance including other comprehensive income, consolidated cash flows and consolidated statement of changes in equity of the Group including its joint ventures in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) specified under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended. The respective Board of Directors of the companies included in the Group and of its joint ventures are responsible for maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Group and of its joint ventures and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgements and estimates that are reasonable and prudent; and the design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the consolidated Ind AS financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error, which have been used for the purpose of preparation of the consolidated Ind AS financial statements by the Directors of the Holding Company, as aforesaid.
In preparing the consolidated IND AS financial statements, the respective Board of Directors of the companies included in the Group and of its joint ventures are responsible for assessing the ability of the Group and of its joint ventures to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Group or to cease operations, or has no realistic alternative but to do so.
Those respective Board of Directors of the companies included in the Group and of its joint ventures are also responsible for overseeing the financial reporting process of the Group and of its joint ventures.
Auditor’s Responsibilities for the Audit of the Consolidated Ind AS Financial Statements
Our objectives are to obtain reasonable assurance about whether the consolidated Ind AS financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated Ind AS financial statements.
As part of an audit in accordance with SAs, we exercise professional judgement and maintain professional skepticism throughout the audit. We also:
or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
circumstances. Under section 143(3)(i) of the Act, we are also responsible for expressing our opinion on whether the Holding Company has adequate internal financial controls system in place and the operating effectiveness of such controls.
76 Annual Report 2018-19
disclosures made by management.
evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the ability of the Group and joint ventures to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the consolidated Ind AS financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Group and its joint ventures to cease to continue as a going concern.
disclosures, and whether the consolidated Ind AS financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
the Group and its joint ventures of which we are the independent auditors, to express an opinion on the consolidated Ind AS financial statements. We are responsible for the direction, supervision and performance of the audit of the financial statements of such entities included in the consolidated financial statements of which we are the independent auditors. For the other entities included in the consolidated financial statements, which have been audited by other auditors, such other auditors remain responsible for the direction, supervision and performance of the audits carried out by them. We remain solely responsible for our audit opinion.
We communicate with those charged with governance of the Holding Company and such other entities included in the consolidated Ind AS financial statements of which we are the independent auditors regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated Ind AS financial statements for the financial year ended March 31, 2019 and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
Other Matter
(a) We did not audit the financial statements and other financial information, in respect of two subsidiaries, whose Ind AS financial statements include total assets of `75.32 lakhs as at March 31, 2019, and total revenues of `0.39 lakhs and net cash inflows of `1.19 lakhs for the year ended on that date. These Ind AS financial statement and other financial information have been audited by other auditors, which financial statements, other financial information and auditor’s reports have been furnished to us by the management. The consolidated Ind AS financial statements also include the Group’s share of net profit of `85.15 lakhs for the year ended March 31, 2019, as considered in the consolidated Ind AS financial statements, in respect of three joint ventures, whose financial statements, other financial information have been audited by other auditors and whose reports have been furnished to us by the Management. Our opinion on the consolidated Ind AS financial statements, in so far as it relates to the amounts and disclosures included in respect of these subsidiaries and joint ventures, and our report in terms of sub-sections (3) of Section 143 of the Act, in so far as it relates to the aforesaid subsidiaries, joint ventures, is based solely on the reports of such other auditors.
(b) The consolidated Ind AS financial statements also include the Group’s share of net loss of `1.78 lakhs for the year ended March 31, 2019, as considered in the consolidated Ind AS financial statements, in respect of three joint ventures, whose financial statements, other financial information have not been audited and whose unaudited financial statements, other unaudited financial information have been furnished to us by the Management. Our opinion, in so far as it relates amounts and disclosures included in respect of these joint ventures, and our report in terms of sub-sections (3) of Section 143 of the Act in so far as it relates to the aforesaid joint ventures, is based solely on such unaudited financial statement and other unaudited financial information. In our opinion and according to the information and explanations given to us by the Management, these financial statements and other financial information are not material to the Group.
Our opinion above on the consolidated Ind AS financial statements, and our report on Other Legal and Regulatory Requirements below, is not modified in respect of the above matters with respect to our reliance on the work done and the reports of the other auditors and the financial statements and other financial information certified by the Management.
Annual Report 2018-19 77
Report on Other Legal and Regulatory Requirements
As required by Section 143(3) of the Act, based on our audit and on the consideration of report of the other auditors on separate financial statements and the other financial information of subsidiaries and joint ventures, as noted in the ‘other matter’ paragraph we report, to the extent applicable, that:
(a) We/the other auditors whose report we have relied upon have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit of the aforesaid consolidated Ind AS financial statements;
(b) In our opinion, proper books of account as required by law relating to preparation of the aforesaid consolidation of the financial statements have been kept so far as it appears from our examination of those books and reports of the other auditors;
(c) The Consolidated Balance Sheet, the Consolidated Statement of Profit and Loss including the Statement of Other Comprehensive Income, the Consolidated Cash Flow Statement and Consolidated Statement of Changes in Equity dealt with by this Report are in agreement with the books of account maintained for the purpose of preparation of the consolidated Ind AS financial statements;
(d) In our opinion, the aforesaid consolidated Ind AS financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Companies (Indian Accounting Standards) Rules, 2015, as amended;
(e) On the basis of the written representations received from the directors of the Holding Company as on March 31, 2019 taken on record by the Board of Directors of the Holding Company and the reports of the statutory auditors who are appointed under Section 139 of the Act, of its subsidiary companies and joint ventures, none of the directors of the Group’s companies, its joint ventures incorporated in India is disqualified as on March 31, 2019 from being appointed as a director in terms of Section 164 (2) of the Act;
(f) With respect to the adequacy and the operating effectiveness of the internal financial controls over financial reporting with reference to these consolidated Ind AS financial statements of the Holding Company and its subsidiary companies and joint ventures incorporated in India, refer to our separate Report in “Annexure 1” to this report;
(g) In our opinion and based on the consideration of reports of other statutory auditors of the subsidiaries and joint ventures incorporated in India, the managerial remuneration for the year ended March 31, 2019 has been paid / provided by the Holding Company, its subsidiaries and joint ventures incorporated in India to their directors in accordance with the provisions of section 197 read with Schedule V to the Act;
(h) With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, as amended, in our opinion and to the best of our information and according to the explanations given to us and based on the consideration of the report of the other auditors on separate financial statements as also the other financial information of the subsidiaries and joint ventures, as noted in the ‘Other matter’ paragraph:
i. The consolidated Ind AS financial statements disclose the impact of pending litigations on its consolidated financial position of the Group, its joint ventures in its consolidated Ind AS financial statements – refer note 41 to the consolidated Ind AS financial statements;
ii. The Group and joint ventures did not have any material foreseeable losses in long-term contracts including derivative contracts during the year ended March 31, 2019;
iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Holding Company, its subsidiaries, and joint ventures incorporated in India during the year ended March 31, 2019.
For S R B C & CO LLP Chartered Accountants ICAI Firm Registration Number: 324982E/E300003
per Sudhir Soni Partner Membership No.: 41870 Place: Mumbai Date: May 10, 2019
78 Annual Report 2018-19
In conjunction with our audit of the consolidated Ind AS financial statements of Oberoi Realty Limited as of and for the year ended March 31, 2019, we have also audited the internal financial controls over financial reporting of Oberoi Realty Limited (“the Holding Company”) and its subsidiary companies and its joint ventures, which are companies incorporated in India as of that date.
Management’s Responsibility for Internal Financial Controls
The respective Board of Directors of the Holding Company, its subsidiary companies, and joint ventures, which are companies incorporated in India, are responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Holding Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India. These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to the respective company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Act.
Auditor’s Responsibility
Our responsibility is to express an opinion on the Company’s internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the “Guidance Note”) and the Standards on Auditing, both, issued by Institute of Chartered Accountants of India, and deemed to be prescribed under section 143(10) of the Act, to the extent applicable to an audit of internal financial controls. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.
Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor’s judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Holding Company, its subsidiary companies and its joint ventures incorporated in India, internal financial controls system over financial reporting.
Meaning of Internal Financial Controls Over Financial Reporting
A company’s internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorisations of management and directors of the Company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the Company’s assets that could have a material effect on the financial statements.
AND REGULATORY REQUIREMENTS” OF OUR REPORT OF EVEN DATE
Annual Report 2018-19 79
Inherent Limitations of Internal Financial Controls Over Financial Reporting
Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Opinion
In our opinion, the Holding Company, its subsidiary companies and its joint ventures, which are companies incorporated in India, have, maintained in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at March 31, 2019, based on the internal control over financial reporting criteria established by the Holding Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.
For S R B C & CO LLP Chartered Accountants ICAI Firm Registration Number: 324982E/E300003
per Sudhir Soni Partner Membership No.: 41870 Place: Mumbai Date: May 10, 2019
80 Annual Report 2018-19
CONSOLIDATED BALANCE SHEET
(` in Lakh)
AS AT NOTE MARCH 31, 2019 MARCH 31, 2018ASSETS
a) Property, plant and equipments 2 19,522.10 20,623.87 b) Capital work in progress 3 12,512.52 11,244.63 c) Investment properties 4 86,472.37 76,773.46 d) Intangible assets 5 164.64 236.97 e) Intangible assets under development 6 93.36 18.79 f) Financial assets i) Investments 7 2,59,891.48 2,40,655.32 ii) Other financial assets 8 507.87 410.99 g) Deferred tax assets (net) 9.1 13,477.65 14,578.54 h) Other non-current assets 10 21,639.92 14,615.61
4,14,281.91 3,79,158.18
a) Inventories 11 4,16,547.45 4,24,673.38 b) Financial assets i) Investments 12 33,883.58 1,349.05 ii) Trade receivables 13 10,940.35 18,116.57 iii) Cash and cash equivalents 14 9,447.01 8,106.02 iv) Bank balances other than (iii) above 15 33,083.81 3,566.29 v) Loans 16 26,620.69 15,733.63 vi) Other financial assets 8 315.17 232.60 c) Current tax assets (net) 17 1,238.73 1,863.84 d) Other current assets 10 1,66,494.92 1,69,673.14
6,98,571.71 6,43,314.52 11,12,853.62 10,22,472.70
EQUITY AND LIABILITIES
a) Equity share capital 18 36,360.23 33,960.23 b) Other equity 19 7,66,556.82 5,75,277.14
8,02,917.05 6,09,237.37
a) Financial liabilities i) Borrowings 20 58,851.45 67,864.18 ii) Trade payables 21 a) Total outstanding dues of micro enterprises and small enterprises 417.18 276.50 b) Total outstanding dues of creditors other than micro enterprises and
small enterprises 1,972.86 1,187.03
iii) Other financial liabilities 22 i) Capital creditors a) Total outstanding dues of micro enterprises and small enterprises 52.88 39.11 b) Total outstanding dues of creditors other than micro enterprises
and small enterprises 386.42 186.01
ii) Others 11,245.69 8,225.91 b) Provisions 23 196.77 165.97 c) Deferred tax liabilities (net) 9.2 3,082.85 3,705.16 d) Other non-current liabilities 24 3,094.12 1,445.75
79,300.22 83,095.62
a) Financial liabilities i) Borrowings 20 24,755.88 26,585.76 ii) Trade payables 21 a) Total outstanding dues of micro enterprises and small enterprises 1,232.61 718.30 b) Total outstanding dues of creditors other than micro enterprises and
small enterprises 19,607.32 12,361.59
iii) Other financial liabilities 22 i) Capital creditors a) Total outstanding dues of micro enterprises and small enterprises 73.38 162.36 b) Total outstanding dues of creditors other than micro enterprises
and small enterprises 2,369.74 1,240.56
ii) Others 99,284.57 96,186.52 b) Other current liabilities 24 82,119.32 1,92,460.35 c) Provisions 23 82.93 42.56 d) Current tax liabilities (net) 25 1,110.60 381.71
2,30,636.35 3,30,139.71 3,09,936.57 4,13,235.33
11,12,853.62 10,22,472.70 Significant accounting policies 1The accompanying notes form an integral part of the financial statements
As per our report of even date For and on behalf of the Board of DirectorsFor S R B C & CO LLPChartered AccountantsFirm Registration Number 324982E/E300003 Vikas Oberoi T. P. Ostwal
Chairman & Managing Director Directorper Sudhir Soni DIN 00011701 DIN 00821268PartnerMembership No.: 41870 Saumil Daru Bhaskar KshirsagarMumbai, May 10, 2019 Director - Finance cum Chief Financial Officer Company Secretary
DIN 03533268 M No. A19238
Annual Report 2018-19 81
CONSOLIDATED STATEMENT OF PROFIT AND LOSS
(` in Lakh)
FOR THE YEAR ENDED NOTE MARCH 31, 2019 MARCH 31, 2018
INCOMERevenue from operations 26 2,58,249.93 1,26,542.90 Other income 27 7,874.76 2,657.80 Total revenue 2,66,124.69 1,29,200.70
EXPENSESOperating costs 28 1,65,243.25 95,813.63 Changes in inventories 29 (40,524.51) (49,035.08)Excise duty 30 - 3.16 Employee benefits expense 31 7,335.43 6,715.33 Finance cost 32 1,936.19 686.44 Depreciation and amortisation 33 4,403.81 4,906.76 Other expenses 34 10,657.69 5,519.87 Total expenses 1,49,051.86 64,610.11
exceptional items 1,17,072.83 64,590.59
Share of Profit / (Loss) of joint ventures (net) 689.60 361.97 1,17,762.43 64,952.56
Tax expenseCurrent tax 17 35,269.21 21,976.10 Deferred tax 9 782.87 (3,019.39)Short provision of tax in earlier years 17.00 115.53
81,693.35 45,880.32
Other comprehensive income
subsequent yearsA. Re - measurement gains / (losses) on defined benefit plans 98.57 172.56 Income tax effect on above (33.10) (56.64) Share of other comprehensive income in Joint VenturesB. Re - measurement gains / (losses) on defined benefit plans (3.92) 4.22 Income tax effect on above 1.37 (1.47)
year net of tax 62.92 118.67
Total comprehensive income for the year (Comprising 81,756.27 45,998.99
Earnings per equity share (face value of ` 35 - Basic (in `) 22.80 13.51 - Diluted (in `) 22.80 13.51
*Entirely attributable to owner of the parent.
Significant accounting policies 1The accompanying notes form an integral part of the financial statements
As per our report of even date For and on behalf of the Board of Directors
For S R B C & CO LLPChartered AccountantsFirm Registration Number 324982E/E300003 Vikas Oberoi T. P. Ostwal
Chairman & Managing Director Directorper Sudhir Soni DIN 00011701 DIN 00821268PartnerMembership No.: 41870 Saumil Daru Bhaskar KshirsagarMumbai, May 10, 2019 Director - Finance cum Chief Financial Officer Company Secretary
DIN 03533268 M No. A19238
Annual Report 2018-19 83
CONSOLIDATED CASH FLOW STATEMENT
(` in Lakh)FOR THE YEAR ENDED MARCH 31, 2019 MARCH 31, 2018CASH FLOW FROM OPERATING ACTIVITIES:
1,17,762.43 64,952.56
Depreciation and amortisation 4,403.81 4,906.76 Interest income (including fair value change in financial instruments) (4,448.39) (1,978.37)Interest expenses (including fair value change in financial instruments) 1,936.19 686.44 Dividend income (310.82) (137.39)Profit on sale of investments (net) (3,102.46) (241.19)Gain from foreign exchange fluctuation (net) (2.22) (1.95)Loss on sale / discarding of investment properties (net) 24.45 116.50 (Gain) / loss on sale / discarding of property, plant and equipments (net)
24.25 0.90
Loss on sale / discarding of intangible assets (net) - 2.11 Share of profit of joint ventures 689.60 361.97 Sundry balances written back (17.40) (270.99)
1,16,959.44 68,397.35
Movement for working capitalIncrease / (decrease) in trade payables 8,706.17 9,470.08 Increase / (decrease) in other liabilities (1,08,692.66) 35,669.90 Increase / (decrease) in financial liabilities 5,251.73 7,806.81 Increase / (decrease) in provisions 167.19 12.21 (Increase) / decrease in loans and advances (4,943.57) (75,249.21)(Increase) / decrease in financial assets (82.57) 20.85 (Increase) / decrease in trade receivables 7,176.22 (7,537.74)(Increase) / decrease in inventories 22,444.05 (37,727.82)Cash generated from operations 46,986.00 862.43 Direct taxes (paid) / refund (net) (32,429.84) (21,083.12)
14,556.16
CASH FLOW FROM INVESTING ACTIVITIES:(Acquisition) / (adjustments) / sale of property, plant and equipments, investment properties, intangible assets / addition to capital work in progress (net)
(17,064.55) (7,725.99)
Interest received 3,018.22 627.48 Dividend received 310.82 137.39 Decrease / (increase) in loans and advances to / for joint ventures (net) (4,403.22) (1,407.87)Decrease / (increase) in investment in joint ventures (19,927.29) (72,918.14)(Acquisition) / sale of investments (net) 3,102.46 241.19 (Increase) / decrease in other assets (29,613.58) 21,858.95
CASH FLOW FROM FINANCING ACTIVITIES:Increase in equity share capital (including share premium and netting off share issue expenses)
1,18,271.82 173.71
Repayment of short term unsecured borrowings (4,162.00) - Proceeds/(Repayment) from short term secured loan (net) 2,283.36 14,561.00 Proceeds/(Repayment) from long term secured loan (9,149.64) 68,500.00 Interest paid (gross) (15,160.60) (9,960.10)Dividend paid (including dividend distribution tax) (8,188.18) (8,174.75)
83,894.76 65,099.86
33,873.78 Add: cash and cash equivalents at the beginning of the year 9,276.07 23,583.89 Cash and cash equivalents at the end of the year 43,149.85 9,276.07
84 Annual Report 2018-19
(` in Lakh)
FOR THE YEAR ENDED MARCH 31, 2019 MARCH 31, 2018
COMPONENTS OF CASH AND CASH EQUIVALENTS AS ATCash on hand 46.12 44.59 Balance with banks 2,782.18 2,158.48 Cheques on hand 244.62 155.79 Fixed deposits with banks, having original maturity of three months or less 6,374.09 5,747.16 Add: Short term liquid investment 33,702.84 1,170.05 Cash and cash equivalents at the end of the year 43,149.85 9,276.07
RECONCILIATION STATEMENT OF CASH AND BANK BALANCES AS AT(` in Lakh)
AS AT MARCH 31, 2019 MARCH 31, 2018
Cash and cash equivalents at the end of the year as per above 43,149.85 9,276.07 Add: Balance with banks in dividend / unclaimed dividend accounts 3.47 2.64 Add: Fixed deposits with banks, having remaining maturity for less than twelve months
30,879.56 2,886.93
Add: Fixed deposits with banks (lien marked) 2,708.65 1,087.71 Less: Short term liquid investment (out of the same investment of `2,009.36 lakh (`4.96 lakh) is lien marked (refer note 12))
(33,702.84) (1,170.05)
Fixed deposits with banks, having remaining maturity of more than twelve months (507.87) (410.99) 42,530.82 11,672.31
DISCLOSURE AS REQUIRED BY IND AS 7
(` in Lakh)March 31, 2019 Opening
balance Non cash
changes Closing balance
Short term secured borrowings 92,634.05 (803.73) 3,156.09 94,986.41 Long term secured borrowings 67,864.18 (9,149.64) 136.91 58,851.45 Short term unsecured borrowings 8,908.00 (4,162.00) - 4,746.00
1,69,406.23 3,293.00 1,58,583.86
(` in Lakh)March 31, 2018 Opening
balance Non cash
changes Closing balance
Short term secured borrowings 77,956.28 11,509.02 3,168.75 92,634.05 Long term secured borrowings - 67,814.67 49.51 67,864.18 Short term unsecured borrowings 8,908.00 - - 8,908.00
86,864.28 79,323.69 3,218.26 1,69,406.23
Significant accounting policies (refer note 1)The accompanying notes form an integral part of the financial statements
As per our report of even date For and on behalf of the Board of Directors
For S R B C & CO LLPChartered AccountantsFirm Registration Number 324982E/E300003 Vikas Oberoi T. P. Ostwal
Chairman & Managing Director Directorper Sudhir Soni DIN 00011701 DIN 00821268PartnerMembership No.: 41870 Saumil Daru Bhaskar KshirsagarMumbai, May 10, 2019 Director - Finance cum Chief Financial Officer Company Secretary
DIN 03533268 M No. A19238
Annual Report 2018-19 147
To the Members of Oberoi Realty Limited
Report on the Audit of the Standalone Ind AS Financial Statements
Opinion
We have audited the accompanying standalone Ind AS financial statements of Oberoi Realty Limited (“the Company”), which comprise the Balance sheet as at March 31, 2019, the Statement of Profit and Loss, including the statement of Other Comprehensive Income, the Cash Flow Statement and the Statement of Changes in Equity for the year then ended, and notes to the financial statements, including a summary of significant accounting policies and other explanatory information.
In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone Ind AS financial statements give the information required by the Companies Act, 2013, as amended (“the Act”) in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2019, its profit including other comprehensive income its cash flows and the changes in equity for the year ended on that date.
Basis for Opinion
We conducted our audit of the standalone Ind AS financial statements in accordance with the Standards on Auditing (SAs), as specified under section 143(10) of the Act. Our responsibilities under those Standards are further described in the ‘Auditor’s Responsibilities for the Audit of the Standalone Ind AS Financial Statements’ section of our report. We are independent of the Company in accordance with the ‘Code of Ethics’ issued by the Institute of Chartered Accountants of India together with the ethical requirements that are relevant to our audit of the financial statements under the provisions of the Act and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the standalone Ind AS financial statements.
Key Audit Matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the standalone Ind AS financial statements for the financial year ended March 31, 2019. These matters were addressed in the context of our audit of the standalone Ind AS financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. For each matter below, our description of how our audit addressed the matter is provided in that context.
We have determined the matters described below to be the key audit matters to be communicated in our report. We have fulfilled the responsibilities described in the Auditor’s responsibilities for the audit of the standalone Ind AS financial statements section of our report, including in relation to these matters. Accordingly, our audit included the performance of procedures designed to respond to our assessment of the risks of material misstatement of the standalone Ind AS financial statements. The results of our audit procedures, including the procedures performed to address the matters below, provide the basis for our audit opinion on the accompanying standalone Ind AS financial statements.
Key audit matters How our audit addressed the key audit matter
Adoption of Ind AS 115 - Revenue from Contract with Customers (as described in note 1.2.8, 1.4 and 42 of
The Company has adopted Ind AS 115 – ‘Revenue from Contracts with Customers’, mandatory for reporting periods beginning on or after April 1, 2018. Revenue from real-estate contracts is recognised over a period of time in accordance with the requirements of the said Standard using the percentage of completion method. This determination is based on the proportion that contract costs actually incurred, bear to the estimated total contract costs, and requires significant judgements, including identification of contractual obligations, the Company’s rights to receive payments for performance completed till date, changes in scope and consequential revised contract price.
As part of our audit procedures:
We read the accounting policy for revenue recognition of the Company and assessed compliance with the requirements of Ind AS 115.
We assessed the management evaluation of recognising revenue from real estate contracts over a period of time in accordance with the requirements under Ind AS 115.
We tested controls over revenue recognition with specific focus on determination of progress of completion, recording of costs incurred and estimation of costs to complete the remaining contract obligations.
INDEPENDENT AUDITOR’S REPORT ON STANDALONE FINANCIAL STATEMENTS
148 Annual Report 2018-19
Key audit matters How our audit addressed the key audit matter
Revenue recognition is significant to the financial statements based on the quantitative materiality. The adoption of Ind AS 115, including the impact to retained earnings as at the transition date as per the modified retrospective method requires significant judgement in determining when ‘control’ of the asset underlying the performance obligation is transferred to the customer. Further, the application of percentage of completion method involves significant judgement as explained above. Accordingly, we regard these as key audit matter.
We inspected a sample of underlying customer contracts, performed retrospective assessment of costs incurred with estimated costs to identify significant variations and assess whether those variations have been considered in estimating the remaining costs-to-complete and consequential determination of stage of completion.
We tested controls and management processes pertaining to transfer of control in case of real estate projects.
We performed test of details, on a sample basis, and inspected the underlying customer contracts/ agreements evidencing the transfer of control of the asset to the customer based on which revenue is recognised over a period of time.
We assessed the adequacy of disclosures included in financial statements, as specified in Ind AS 115.
We examined the computation of the adjustment to retained earnings balance as at April 1, 2018 upon adoption of Ind AS 115 as per the modified retrospective method.
Assessing the carrying value of Inventory
As at March 31, 2019, the carrying value of the inventory of ongoing and completed real-estate projects is ` 1,09,852.51 lakhs. The inventories are held at the lower of the cost and net realisable value (“NRV”).
The determination of NRV involves estimates based on prevailing market conditions and taking into account the stage of completion of the inventory, the estimated future selling price, cost to complete projects and selling costs.
Advances paid by the Company for acquisition of land or Transferable Development Rights (‘TDR’), is recognised as advances to vendors under other assets.
With respect to these advances, the net recoverable value is based on the management’s estimates and internal documentation, which include, among other things, the likelihood when the land acquisition would be completed, the expected date of plan approvals for commencement of project and the estimation of sale prices and construction costs.
We identified the assessment of the carrying value of inventory and land advances as a key audit matter due to the significance of the balance to the financial statements as a whole and the involvement of estimates and judgement in the assessment.
As part of our audit procedures, we:
Evaluated the design and operation of internal controls related to testing recoverable amounts with carrying amount of inventory and advances, including evaluating management processes for estimating future costs to complete projects.
As regards NRV, for a sample of selected projects, compared costs incurred and estimates of future cost to complete the project with costs of similar projects and compared NRV to recent sales or to the estimated selling price.
For advances for acquisition of land or TDR, as part of our audit procedures we;
Read the documentation relating to the advances paid and obtained from management the status of the advances.
Obtained and assessed management’s assumptions relating to proposed projects, estimated time-frame, and forecast sales.
Circularized requests for balance confirmations and examined responses.
Other Information
The Company’s Board of Directors is responsible for the other information. The other information comprises the information included in the Management Discussion and Analysis, Board’s Report including Annexures to Board’s Report, Business Responsibility Report and Shareholder’s Information, but does not include the standalone Ind AS financial statements and our auditor’s report thereon.
Our opinion on the standalone Ind AS financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.
Annual Report 2018-19 149
In connection with our audit of the standalone Ind AS financial statements, our responsibility is to read the other information and, in doing so, consider whether such other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.
Responsibilities of Management for the Standalone Ind AS Financial Statements
The Company’s Board of Directors is responsible for the matters stated in section 134(5) of the Act with respect to the preparation of these standalone Ind AS financial statements that give a true and fair view of the financial position, financial performance including other comprehensive income, cash flows and changes in equity of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) specified under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgements and estimates that are reasonable and prudent; and the design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the standalone Ind AS financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.
In preparing the standalone Ind AS financial statements, management is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.
The Board of Directors are also responsible for overseeing the Company’s financial reporting process.
Auditor’s Responsibilities for the Audit of the Standalone Ind AS Financial Statements
Our objectives are to obtain reasonable assurance about whether the standalone Ind AS financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these standalone Ind AS financial statements.
As part of an audit in accordance with SAs, we exercise professional judgement and maintain professional skepticism throughout the audit. We also:
or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
circumstances. Under section 143(3)(i) of the Act, we are also responsible for expressing our opinion on whether the Company has adequate internal financial controls system in place and the operating effectiveness of such controls.
disclosures made by management.
evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Company to cease to continue as a going concern.
and whether the standalone Ind AS financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
150 Annual Report 2018-19
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the standalone Ind AS financial statements for the financial year ended March 31, 2019 and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
Report on Other Legal and Regulatory Requirements
1. As required by the Companies (Auditor’s Report) Order, 2016 (“the Order”), issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, we give in the “Annexure 1” a statement on the matters specified in paragraphs 3 and 4 of the Order.
2. As required by Section 143(3) of the Act, we report that:
(a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit;
(b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books;
(c) The Balance Sheet, the Statement of Profit and Loss including the Statement of Other Comprehensive Income, the Cash Flow Statement and Statement of Changes in Equity dealt with by this Report are in agreement with the books of account;
(d) In our opinion, the aforesaid standalone Ind AS financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Companies (Indian Accounting Standards) Rules, 2015, as amended;
(e) On the basis of the written representations received from the directors as on March 31, 2019 taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2019 from being appointed as a director in terms of Section 164 (2) of the Act;
(f) With respect to the adequacy of the internal financial controls over financial reporting of the Company with reference to these standalone Ind AS financial statements and the operating effectiveness of such controls, refer to our separate Report in “Annexure 2” to this report;
(g) In our opinion, the managerial remuneration for the year ended March 31, 2019 has been paid / provided by the Company to its directors in accordance with the provisions of section 197 read with Schedule V to the Act;
(h) With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, as amended in our opinion and to the best of our information and according to the explanations given to us:
i. The Company has disclosed the impact of pending litigations on its financial position in its standalone Ind AS financial statements – Refer Note 40 to the standalone Ind AS financial statements;
ii. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses;
iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company.
For S R B C & CO LLP Chartered Accountants ICAI Firm Registration Number: 324982E/E300003
per Sudhir Soni Partner Membership No.: 41870 Place: Mumbai Date: May 10, 2019
Annual Report 2018-19 151
ANNEXURE 1 REFERRED TO IN PARAGRAPH 1 UNDER THE HEADING “REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS” OF OUR REPORT OF EVEN DATE
Re: Oberoi Realty Limited (‘the Company’)
(i) (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed
assets.
(b) Fixed assets have been physically verified by the management during the year and no material discrepancies were
identified on such verification.
(c) According to the information and explanations given by the management, the title deeds of immovable properties included
in property, plant and equipment/ investment properties are held in the name of the Company.
(ii) The management has conducted physical verification of inventory at reasonable intervals during the year and no material
discrepancies were noticed on such physical verification.
(iii) (a) The Company has granted unsecured interest free loans to eight companies and interest bearing loan to one firm
covered in the register maintained under section 189 of the Companies Act, 2013. In our opinion and according to the
information and explanations given to us, the terms and conditions of the grant of such loans are not prejudicial to the
Company’s interest.
(b) The Company has granted loans to the parties covered in the register maintained under section 189 of the Companies
Act, 2013. The loans granted are re-payable on demand. We are informed that the Company has not demanded
repayment of any such loan during the year, and thus, there has been no default on the part of the parties to whom the
money has been lent. There is no stipulation as to the date of payment of interest.
(c) There is no amount of loans granted to companies, firm or other parties listed in the register maintained under section
189 of the Companies Act, 2013 which are outstanding for more than ninety days.
(iv) In our opinion and according to the information and explanations given to us, provisions of section 185 and 186 of the
Companies Act 2013 in respect of loans to directors including entities in which they are interested and in respect of loans and
advances given, investments made and, guarantees, and securities given have been complied with by the Company.
(v) The Company has not accepted any deposits from the public.
(vi) We have broadly reviewed the books of account maintained by the Company pursuant to the rules made by the Central
Government for the maintenance of cost records under section 148(1) of the Companies Act, 2013, related to the manufacture
or service of construction activities, and are of the opinion that prima facie, the specified accounts and records have been
made and maintained. We have not, however, made a detailed examination of the same.
(vii) (a) The Company is generally regular in depositing with appropriate authorities undisputed statutory dues including provident
fund, employees’ state insurance, income-tax, duty of custom, duty of excise, cess, goods and services tax (GST) and
other statutory dues applicable to it. According to the information and explanations given to us, no undisputed amounts
payable in respect of provident fund, employees’ state insurance, income-tax, duty of custom, duty of excise, cess, goods
and services tax (GST) and other material statutory dues were outstanding, at the year end, for a period of more than six
months from the date they became payable.
152 Annual Report 2018-19
(b) According to the records of the Company, the dues outstanding of income-tax, service tax, value added tax and property
tax on account of any dispute, are as follows:
Name of the Statute Nature of dues
Amount(in lakhs)
Financial Year to which the
amount relates
Forum where dispute is pending
Finance Act, 1994 (Service Tax Provisions)
Service Tax Demand
171.82 2008-09 Hon’ble High Court
Finance Act, 1994 (Service Tax Provisions)
Service Tax Demand
14.36* 2008-09 to 2011-12 The Customs Excise and Service Tax Appellate Tribunal, Mumbai
Finance Act, 1994 (Service Tax Provisions)
Service Tax Demand
33.07 2010-11 to 2013-14 Additional Commissioner, Service Tax Audit III, Mumbai
Finance Act, 1994 (Service Tax Provisions)
Service Tax Demand
98.38 2014-15 Joint Commissioner, Service Tax VI, Mumbai
Finance Act, 1994 (Service Tax Provisions)
Service Tax Demand
49.48 2011-12 to 2014-15 Deputy Commissioner, Service Tax Audit Commissioner III, Mumbai
Finance Act, 1994 (Service Tax Provisions)
Service Tax Demand
8.11 2015-16 Assistant Commissioner, Central Goods and Service Tax, Excise, Di-VII, Mumbai
Finance Act, 1994 (Service Tax Provisions)
Service Tax Demand
8.71 2015-16 Assistant Commissioner, Service Tax Audit Commissioner III, Mumbai
Finance Act, 1994 (Service Tax Provisions)
Service Tax Demand
1.30 2016-17 Assistant Commissioner, Central Goods and Service Tax, Excise, Di-VII, Mumbai
The Maharashtra Value Added Tax Act
VAT, Interest and Penalty
2.19 2014-15 Deputy Commissioner of Sales Tax, Mumbai
Maharashtra Goods and Services Tax Act, 2017
VAT, Interest and Penalty
504.44 2017-18 Deputy Commissioner of Sales Tax, Mumbai
Income Tax Act, 1961 Income Tax and Interest
1.67 2010-11 Commissioner of Income Tax (Appeals)
Income Tax Act, 1961 Income Tax and Interest
144.48 2015-16 Commissioner of Income Tax (Appeals)
*Net amount of `14.26 lakhs deposited under protest
(viii) In our opinion and according to the information and explanations given by the management, the Company has not defaulted in repayment of dues to a financial institution and bank. The Company did not have any outstanding loans or borrowing in respect of Government or dues to debenture holders during the year.
(ix) In our opinion and according to the information and explanations given by the management, the Company has utilized the monies raised in the nature of term loans for the purposes for which they were raised.
(x) Based upon the audit procedures performed for the purpose of reporting the true and fair view of the financial statements and according to the information and explanations given by the management, we report that no fraud by the Company or no fraud on the Company by the officers and employees of the Company has been noticed or reported during the year.
(xi) According to the information and explanations given by the management, the managerial remuneration has been paid / provided in accordance with the requisite approvals mandated by the provisions of section 197 read with Schedule V to the Companies Act, 2013.
(xii) In our opinion, the Company is not a nidhi company. Therefore, the provisions of clause 3(xii) of the order are not applicable to the Company and hence not commented upon.
(xiii) According to the information and explanations given by the management, transactions with the related parties are in compliance with section 177 and 188 of Companies Act, 2013 where applicable and the details have been disclosed in the notes to the financial statements, as required by the applicable accounting standards.
Annual Report 2018-19 153
(xiv) According to the information and explanations given by the management, the Company has complied with provisions of section 42 of the Companies Act, 2013 in respect of the private placement of shares during the year. According to the information and explanations given by the management, we report that the amounts raised, have been used for the purposes for which the funds were raised except for idle/surplus funds amounting to ` 56,882.16 lakhs which were not required for immediate utilization and which have been gainfully invested in liquid investments payable on demand. The maximum amount of idle/surplus funds invested during the year was ` 120,000.00 lakhs of which ` 56,882.16 lakhs was outstanding at the end of the year.
(xv) According to the information and explanations given by the management, the Company has not entered into any non-cash transactions with directors or persons connected with him as referred to in section 192 of Companies Act, 2013.
(xvi) According to the information and explanations given to us, the provisions of section 45-IA of the Reserve Bank of India Act, 1934 are not applicable to the Company.
For S R B C & CO LLP Chartered Accountants ICAI Firm Registration Number: 324982E/E300003
per Sudhir Soni Partner Membership No.: 41870 Place: Mumbai Date: May 10, 2019
154 Annual Report 2018-19
Re: Oberoi Realty Limited (‘the Company’)
We have audited the internal financial controls over financial reporting of Oberoi Realty Limited (“the Company”) as of March 31, 2019 in conjunction with our audit of the standalone financial statements of the Company for the year ended on that date.
Management’s Responsibility for Internal Financial Controls
The Company’s Management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India. These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to the Company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.
Auditor’s Responsibility
Our responsibility is to express an opinion on the Company’s internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the “Guidance Note”) and the Standards on Auditing as specified under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls and, both issued by the Institute of Chartered Accountants of India. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.
Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor’s judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the internal financial controls system over financial reporting.
Meaning of Internal Financial Controls Over Financial Reporting
A company’s internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the Company’s assets that could have a material effect on the financial statements.
AND REGULATORY REQUIREMENTS” OF OUR REPORT OF EVEN DATE
Annual Report 2018-19 155
Inherent Limitations of Internal Financial Controls Over Financial Reporting
Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Opinion
In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at March 31, 2019, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.
For S R B C & CO LLP Chartered Accountants ICAI Firm Registration Number: 324982E/E300003
per Sudhir Soni Partner Membership Number: 41870
Place: Mumbai Date: May 10, 2019
156 Annual Report 2018-19
STANDALONE BALANCE SHEET
(` in Lakh)
AS AT NOTEASSETS
a) Property, plant and equipments 2 18,454.14 19,624.41 b) Capital work in progress 3 2,408.59 701.82 c) Investment properties 4 56,632.51 58,232.55 d) Intangible assets 5 164.64 235.59 e) Intangible assets under development 6 93.36 18.79 f) Financial assets i) Investments 7 73,789.13 77,472.34 ii) Other financial assets 8 191.93 135.96 g) Other non-current assets 9 14,720.25 13,540.26
1,66,454.55 1,69,961.72
a) Inventories 10 1,10,024.51 1,11,447.87 b) Financial assets i) Trade receivables 11 2,369.45 7,954.97 ii) Cash and cash equivalents 12 3,308.63 2,845.40 iii) Bank balances other than (ii) above 13 24,437.77 1,972.20 iv) Loans 14 2,99,905.63 1,85,840.40 v) Other financial assets 8 267.48 223.47 c) Current tax assets (net) 15 259.13 514.25 d) Other current assets 9 99,829.43 99,716.88
4,10,515.44 7,06,856.58 5,80,477.16
EQUITY AND LIABILITIES
a) Equity share capital 16 36,360.23 33,960.23 b) Other equity 17 5,67,212.74 4,12,230.03
4,46,190.26
a) Financial liabilities i) Borrowings 18 58,851.45 67,864.18 ii) Trade payables 19 a) Total outstanding dues of micro enterprises and small enterprises 303.28 235.24 b) Total outstanding dues of creditors other than micro enterprises and
small enterprises 1,278.78 859.10
iii) Other financial liabilities 20 6,659.85 4,870.29 b) Provisions 21 146.29 134.85 c) Deferred tax liabilities (net) 22 2,147.65 2,225.08 d) Other non-current liabilities 23 1,308.50 355.71
70,695.80 76,544.45
a) Financial liabilities i) Borrowings 18 8,240.36 19,622.88 ii) Trade payables 19 a) Total outstanding dues of micro enterprises and small enterprises 671.41 612.77 b) Total outstanding dues of creditors other than micro enterprises and
small enterprises 4,173.49 4,491.76
iii) Other financial liabilities 20 i) Capital Creditors a) Total outstanding dues of micro enterprises and small enterprises 1.85 5.10 b) Total outstanding dues of creditors other than micro enterprises
and small enterprises 142.14 91.77
ii) Others 13,802.02 12,626.36 b) Other current liabilities 23 5,285.70 20,016.78 c) Provisions 21 77.40 39.61 d) Current tax liabilities (net) 24 193.44 235.42
57,742.45
7,06,856.58 5,80,477.16
Significant accounting policies 1The accompanying notes form an integral part of the financial statements
As per our report of even date For and on behalf of the Board of Directors
For S R B C & CO LLPChartered AccountantsFirm Registration Number 324982E/E300003 Vikas Oberoi T. P. Ostwal
Chairman & Managing Director Directorper Sudhir Soni DIN 00011701 DIN 00821268PartnerMembership No.: 41870 Saumil Daru Bhaskar KshirsagarMumbai, May 10, 2019 Director - Finance cum Chief Financial Officer Company Secretary
DIN 03533268 M No. A19238
Annual Report 2018-19 157
STANDALONE STATEMENT OF PROFIT AND LOSS
(` in Lakh)
FOR THE YEAR ENDED NOTE
INCOMERevenue from operations 25 1,02,865.55 97,422.33 Other income 26 12,962.52 10,911.85 Total revenue 1,15,828.07
EXPENSESOperating costs 27 31,136.80 40,899.82 Changes in inventories 28 2,411.95 (6,341.43)Excise duty 29 - 3.16 Employee benefits expense 30 6,216.13 5,799.31 Finance cost 31 1,453.76 257.25 Depreciation and amortisation 32 3,152.08 3,963.99 Other expenses 33 6,968.76 4,658.24 Total expenses
64,488.59 Tax expenseCurrent tax 15 18,739.92 17,557.88 Deferred tax 22 379.04 (210.58)Short / (excess) provision of tax in earlier years (0.56) 29.76
41,716.78
Other comprehensive income
subsequent years Re - measurement gains / (losses) on defined benefit plans 76.28 120.86 Income tax effect on above (26.65) (42.24)
year net of tax 78.62
Total comprehensive income for the year (Comprising 45,419.82 41,795.40
Earnings per equity share (face value of ` 34 - Basic (in `) 12.66 12.28 - Diluted (in `) 12.66 12.28
Significant accounting policies 1The accompanying notes form an integral part of the financial statements
As per our report of even date For and on behalf of the Board of Directors
For S R B C & CO LLPChartered AccountantsFirm Registration Number 324982E/E300003 Vikas Oberoi T. P. Ostwal
Chairman & Managing Director Directorper Sudhir Soni DIN 00011701 DIN 00821268PartnerMembership No.: 41870 Saumil Daru Bhaskar KshirsagarMumbai, May 10, 2019 Director - Finance cum Chief Financial Officer Company Secretary
DIN 03533268 M No. A19238
Annual Report 2018-19 159
STANDALONE CASH FLOW STATEMENT
(` in Lakh)FOR THE YEAR ENDED
CASH FLOW FROM OPERATING ACTIVITIES: 64,488.59
Adjustments forDepreciation and amortisation 3,152.08 3,963.99 Interest income (including fair value change in financial instruments) (5,540.06) (3,842.67)Interest expenses (including fair value change in financial instruments) 1,453.77 257.25 Dividend income (6,892.14) (6,824.86)Profit on sale of investments (net) (528.93) (0.61)Loss / (gain) from foreign exchange fluctuation (net) (2.22) (1.95)Loss on sale / discarding of investment properties (net) 0.04 5.30 Loss on sale / discarding of intangible assets (net) - 2.11 (Gain) / loss on sale / discarding of property, plant and equipment (net) 24.25 0.90 Sundry balances written off / (back) (9.92) (224.25)
56,145.46 52,429.05
Movement for working capitalIncrease / (decrease) in trade payables 240.22 3,218.73 Increase / (decrease) in other liabilities (13,778.28) (4,342.42)Increase / (decrease) in financial liabilities 3,151.63 4,078.76 Increase / (decrease) in provisions 125.51 8.68 (Increase) / decrease in loans and advances (1,084.45) (61,812.95)(Increase) / decrease in financial assets (44.01) (180.72)(Increase) / decrease in trade receivables 5,585.51 (5,216.29)(Increase) / decrease in inventories 7,458.54 (4,030.79)
57,800.14 Direct taxes (paid) / refund (net) (18,526.22) (17,768.93)
CASH FLOW FROM INVESTING ACTIVITIES:(Acquisition) / (adjustments) / sale of property, plant and equipment, investment properties, intangible assets / addition to capital work in progress (net)
(2,275.94) (635.39)
Interest received 2,083.57 296.58 Dividend received 6,892.14 6,824.86 Decrease / (increase) in loans and advances to / for subsidiaries / joint ventures (net)
(1,11,215.97) (51,557.86)
(Acquisition) / sale of investments (net) 4,212.45 (7,717.26)(Increase) / decrease in other assets (22,520.70) 15,446.03
CASH FLOW FROM FINANCING ACTIVITIES:Increase in equity share capital (including share premium and netting off share issue expenses)
1,18,271.82 173.71
Proceeds/(Repayment) from short term secured loan (net) (321.99) 323.00 Proceeds/(Repayment) from long term secured loan (net) (9,149.64) 68,500.00 Proceeds from short term unsecured borrowings - 26,407.40 Repayment of short term unsecured borrowings (11,130.00) (16,988.00)Interest paid (gross) (6,864.38) (2,615.20)Dividend paid (including dividend distribution tax) (6,792.05) (6,792.33)
69,008.58
Add: cash and cash equivalents at the beginning of the year 2,845.40 4,796.74 Cash and cash equivalents at the end of the year 2,845.40
160 Annual Report 2018-19
(` in Lakh)FOR THE YEAR ENDED
COMPONENTS OF CASH AND CASH EQUIVALENTS AS ATCash on hand 32.39 31.81 Balance with banks 880.34 1,177.72 Cheques on hand 160.00 82.42 Fixed deposits with banks, having original maturity of three months or less 2,235.90 1,553.45 Cash and cash equivalents at the end of the year 2,845.40
RECONCILIATION STATEMENT OF CASH AND BANK BALANCES (` in Lakh)
AS AT
Cash and cash equivalents at the end of the year as per above 3,308.63 2,845.40Add: Balance with bank in dividend / unclaimed dividend accounts 3.47 2.64 Add: Fixed deposits with banks, having remaining maturity for less than twelve months 24,154.76 1,708.59 Add: Fixed deposits with banks (lien marked) 471.47 396.93 Less: Fixed deposit with banks, having remaining maturity for more than twelve months (191.93) (135.96)
27,746.40 4,817.60
DISCLOSURE AS REQUIRED BY IND AS 7
(` in Lakh) Opening
balance Non cash
changes Closing balance
Short term secured borrowings 253.48 (321.99) 69.47 0.96 Long term secured borrowings 67,864.18 (9,149.64) 136.91 58,851.45 Short term unsecured borrowings 19,369.40 (11,130.00) - 8,239.40
87,487.06 67,091.81
(` in Lakh) Opening
balance Non cash
changes Closing balance
Short term secured borrowings - 227.30 26.18 253.48 Long term secured borrowings - 67,814.67 49.51 67,864.18 Short term unsecured borrowings 9,950.00 9,419.40 - 19,369.40
9,950.00 75.69 87,487.06
Significant accounting policies (refer note 1)The accompanying notes form an integral part of the financial statements
As per our report of even date For and on behalf of the Board of Directors
For S R B C & CO LLPChartered AccountantsFirm Registration Number 324982E/E300003 Vikas Oberoi T. P. Ostwal
Chairman & Managing Director Directorper Sudhir Soni DIN 00011701 DIN 00821268PartnerMembership No.: 41870 Saumil Daru Bhaskar KshirsagarMumbai, May 10, 2019 Director - Finance cum Chief Financial Officer Company Secretary
DIN 03533268 M No. A19238
To the Members of Oberoi Realty Limited
Report on the Consolidated Ind AS Financial Statements
We have audited the accompanying consolidated Ind AS financial statements of Oberoi Realty Limited (hereinafter referred to as “the Holding Company”), its subsidiaries (the Holding Company and its subsidiaries together referred to as “the Group”) its joint ventures, comprising of the consolidated Balance Sheet as at March 31, 2018, the consolidated Statement of Profit and Loss including other comprehensive income, the consolidated Cash Flow Statement, the consolidated Statement of Changes in Equity for the year then ended, and a summary of significant accounting policies and other explanatory information (hereinafter referred to as “the consolidated Ind AS financial statements”).
Management’s Responsibility for the Consolidated Financial Statements
The Holding Company’s Board of Directors is responsible for the preparation of these consolidated Ind AS financial statements in terms of the requirement of the Companies Act, 2013 (“the Act”) that give a true and fair view of the consolidated financial position, consolidated financial performance including other comprehensive income, consolidated cash flows and consolidated statement of changes in equity of the Group including its Joint Ventures in accordance with accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with the Companies (Indian Accounting Standard) Rules, 2015, as amended. The respective Board of Directors of the companies included in the Group and of its joint ventures are responsible for maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Group and of its joint ventures and for preventing and detecting frauds and other irregularities; the selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and the design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error, which have been used for the purpose of preparation of the consolidated Ind AS financial statements by the Directors of the Holding Company, as aforesaid.
Auditor’s Responsibility
Our responsibility is to express an opinion on these consolidated Ind AS financial statements based on our audit. While conducting the audit, we have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder. We conducted our audit in accordance with the Standards on Auditing, issued by the Institute of Chartered Accountants of India, as specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Holding Company’s preparation of the consolidated Ind AS financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by the Holding Company’s Board of Directors, as well as evaluating the overall presentation of the consolidated financial statements. We believe that the audit evidence obtained by us and the audit evidence obtained by the other auditors in terms of their reports referred to in sub-paragraph (a) of the Other Matters paragraph below, is sufficient and appropriate to provide a basis for our audit opinion on the consolidated Ind AS financial statements.
Opinion
In our opinion and to the best of our information and according to the explanations given to us and based on the consideration of reports of other auditors on separate financial statements and on the other financial information of the subsidiaries and joint ventures, the aforesaid consolidated Ind AS financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India of the consolidated state of affairs of the Group, its joint ventures as at March 31, 2018, their consolidated profit including other comprehensive income, their consolidated cash flows and consolidated statement of changes in equity for the year ended on that date.
INDEPENDENT AUDITOR’S REPORT ON CONSOLIDATED IND AS FINANCIAL STATEMENTS
Annual Report 2017-18 69
Other Matter
(a) We did not audit the financial statements and other financial information, in respect of two subsidiaries, whose Ind AS financial statements include total assets of ` 8.45 lakh and net assets of ` 8.16 lakh as at March 31, 2018, and total revenues of ` 0.17 lakh and net cash outflows of ` 5.81 lakh for the year ended on that date. These financial statement and other financial information have been audited by other auditors, which financial statements, other financial information and auditor’s reports have been furnished to us by the management. The consolidated Ind AS financial statements also include the Group’s share of net profit of ` 46.64 lakh for the year ended March 31, 2018, as considered in the consolidated financial statements, in respect of three joint ventures, whose financial statements, other financial information have been audited by other auditors and whose reports have been furnished to us by the Management. Our opinion on the consolidated Ind AS financial statements, in so far as it relates to the amounts and disclosures included in respect of these subsidiaries and joint ventures and our report in terms of sub-sections (3) of Section 143 of the Act, in so far as it relates to the aforesaid subsidiaries and joint ventures, is based solely on the reports of such other auditors.
(b) The Ind AS consolidated financial statements of the Company for the year ended March 31, 2017, included in these consolidated Ind AS financial statements, have been audited by the predecessor auditor who expressed an unmodified opinion on those statements on May 4, 2017.
(c) The consolidated Ind AS financial statements also include the Group’s share of net loss of ` 0.73 lakh for the year ended March 31, 2018, as considered in the consolidated financial statements, in respect of three joint ventures, whose financial statements, other financial information have not been audited and whose unaudited financial statements, other unaudited financial information have been furnished to us by the Management. Our opinion, in so far as it relates amounts and disclosures included in respect of these joint ventures, and our report in terms of sub-sections (3) of Section 143 of the Act in so far as it relates to the aforesaid joint ventures, is based solely on such unaudited financial statement and other unaudited financial information. In our opinion and according to the information and explanations given to us by the Management, these financial statements and other financial information are not material to the Group.
Our opinion above on the consolidated Ind AS financial statements, and our report on Other Legal and Regulatory Requirements above, is not modified in respect of the above matters with respect to our reliance on the work done and the reports of the other auditors and the financial statements and other financial information certified by the Management.
Report on Other Legal and Regulatory Requirements
As required by section 143 (3) of the Act, based on our audit and on the consideration of report of the other auditors on separate financial statements and the other financial information of subsidiaries and joint ventures, as noted in the ‘other matter’ paragraph we report, to the extent applicable, that:
(a) We / the other auditors whose reports we have relied upon have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit of the aforesaid consolidated Ind AS financial statements;
(b) In our opinion proper books of account as required by law relating to preparation of the aforesaid consolidation of the financial statements have been kept so far as it appears from our examination of those books and reports of the other auditors;
(c) The consolidated Balance Sheet, consolidated Statement of Profit and Loss including the Statement of Other Comprehensive Income, the consolidated Cash Flow Statement and consolidated Statement of Changes in Equity dealt with by this Report are in agreement with the books of account maintained for the purpose of preparation of the consolidated Ind AS financial statements;
(d) In our opinion, the aforesaid consolidated Ind AS financial statements comply with the Accounting Standards specified under section 133 of the Act, read with Companies (Indian Accounting Standard) Rules, 2015, as amended;
(e) On the basis of the written representations received from the directors of the Holding Company as on March 31, 2018 taken on record by the Board of Directors of the Holding Company and the reports of the statutory auditors who are appointed under Section 139 of the Act, of its subsidiary companies and joint ventures incorporated in India, none of the directors of the Group’s companies, its joint ventures incorporated in India is disqualified as on March 31, 2018 from being appointed as a director in terms of Section 164 (2) of the Act.
70 Annual Report 2017-18
(f) With respect to the adequacy and the operating effectiveness of the internal financial controls over financial reporting of the Holding Company and its subsidiary companies and joint ventures incorporated in India, refer to our separate report in “Annexure 1” to this report;
(g) With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us and based on the consideration of the report of the other auditors on separate financial statements as also the other financial information of the subsidiaries and joint ventures, as noted in the ‘Other matter’ paragraph:
i. The consolidated Ind AS financial statements disclose the impact of pending litigations on its consolidated financial position of the Group and its joint ventures – Refer Note 41 to the consolidated Ind AS financial statements;
ii. The Group and its joint ventures did not have any material foreseeable losses in long-term contracts including derivative contracts during the year ended March 31, 2018;
iii. There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Holding Company, its subsidiaries and joint ventures incorporated in India during the year ended March 31, 2018.
For S R B C & CO LLPChartered AccountantsICAI Firm Registration Number 324982E / E300003
per Sudhir SoniPartnerMembership No: 41870Place: MumbaiDate: April 24, 2018
Annual Report 2017-18 71
Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (“the Act”)
In conjunction with our audit of the consolidated Ind AS financial statements of Oberoi Realty Limited as of and for the year ended March 31, 2018, we have also audited the internal financial controls over financial reporting of Oberoi Realty Limited (“the Holding Company”) and its subsidiary companies and its joint ventures, which are companies incorporated in India as of that date.
Management’s Responsibility for Internal Financial Controls
The respective Board of Directors of the Holding Company, its subsidiary companies, and joint ventures, which are companies incorporated in India, are responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Holding Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India. These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to the respective company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Act.
Auditor’s Responsibility
Our responsibility is to express an opinion on the company’s internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the “Guidance Note”) and the Standards on Auditing, both, issued by Institute of Chartered Accountants of India, and deemed to be prescribed under section 143(10) of the Act, to the extent applicable to an audit of internal financial controls. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.
Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor’s judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Holding Company, its subsidiary companies and its joint ventures incorporated in India, internal financial controls system over financial reporting.
Meaning of Internal Financial Controls Over Financial Reporting
A company’s internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorisations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
ANNEXURE 1 REFERRED TO IN PARAGRAPH (f) UNDER THE HEADING “REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS” OF OUR REPORT OF EVEN DATE
72 Annual Report 2017-18
Inherent Limitations of Internal Financial Controls Over Financial Reporting
Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Opinion
In our opinion, the Holding Company, its subsidiary companies and its joint ventures, which are companies incorporated in India, have, maintained in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at March 31, 2018, based on the internal control over financial reporting criteria established by the Holding Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.
For S R B C & CO LLPChartered AccountantsICAI Firm Registration Number 324982E / E300003
per Sudhir SoniPartnerMembership No: 41870Place: MumbaiDate: April 24, 2018
Annual Report 2017-18 73
CONSOLIDATED BALANCE SHEET
(` in Lakh)AS AT NOTE MARCH 31, 2018 MARCH 31, 2017
ASSETSI) Non-current assetsa) Property, plant and equipments 2 20,623.87 22,750.94 b) Capital work in progress 3 11,244.63 10,903.62 c) Investment properties 4 76,773.46 71,536.84 d) Intangible assets 5 236.97 206.92 e) Intangible assets under development 6 18.79 47.26 f) Financial assets
i) Investments 7 2,40,655.32 1,60,178.05 ii) Other financial assets 8 410.99 587.55
g) Deferred tax assets (net) 9.1 14,578.54 12,578.69 h) Other non-current assets 10 14,615.61 14,311.03
3,79,158.18 2,93,100.90 II) Current assetsa) Inventories 11 4,24,673.38 3,76,636.72 b) Financial assets
i) Investments 12 1,349.05 22,252.01 ii) Trade receivables 13 18,131.39 10,578.83 iii) Cash and cash equivalents 14 8,106.02 9,330.53 iv) Bank balances other than (iii) above 15 3,566.29 25,248.16 v) Loans 16 15,733.63 13,369.84 vi) Other financial assets 8 232.60 253.45
c) Current tax assets (net) 17 1,863.84 2,312.52 d) Other current assets 10 1,69,658.32 95,464.23
6,43,314.52 5,55,446.29 TOTAL ASSETS (I+II) 10,22,472.70 8,48,547.19
EQUITY AND LIABILITIES
I) Equitya) Equity share capital 18 33,960.23 33,953.55 b) Other equity 19 5,75,277.14 5,38,642.52
6,09,237.37 5,72,596.07 II) Liabilitiesi) Non-current liabilitiesa) Financial liabilities
i) Borrowings 20 67,864.18 74,937.77 ii) Trade payables 21 1,463.53 659.41 iii) Other financial liabilities 22 8,451.03 6,404.51
b) Provisions 23 165.97 170.77 c) Deferred tax liabilities (net) 9.2 3,705.16 2,604.63 d) Other non-current liabilities 24 1,445.75 756.14
83,095.62 85,533.23 ii) Current liabilitiesa) Financial liabilities
i) Borrowings 20 26,585.76 11,926.51 ii) Trade payables 21 13,079.89 4,686.88 iii) Other financial liabilities 22 96,555.60 15,594.96
b) Other current liabilities 24 1,93,494.19 1,57,480.03 c) Provisions 23 42.56 200.85 d) Current tax liabilities (net) 25 381.71 528.66
3,30,139.71 1,90,417.89 TOTAL LIABILITIES (i+ii) 4,13,235.33 2,75,951.12 TOTAL EQUITY AND LIABILITIES (I+II) 10,22,472.70 8,48,547.19
Significant accounting policiesThe accompanying notes form an integral part of the financial statements
1
As per our report of even date For and on behalf of the Board of Directors
For S R B C & CO LLPChartered AccountantsFirm Registration Number 324982E / E300003 Vikas Oberoi T. P. Ostwal
Chairman & Managing Director Directorper Sudhir Soni DIN 00011701 DIN 00821268PartnerMembership No.: 41870 Saumil Daru Bhaskar KshirsagarMumbai, April 24, 2018 Director - Finance cum Chief Financial Officer Company Secretary
DIN 03533268 M No. A19238
74 Annual Report 2017-18
CONSOLIDATED STATEMENT OF PROFIT AND LOSS
(` in Lakh)FOR THE YEAR ENDED NOTE MARCH 31, 2018 MARCH 31, 2017
INCOMERevenue from operations 26 1,26,542.90 1,11,374.39 Other income 27 2,657.80 4,760.29 Total revenue (A) 1,29,200.70 1,16,134.68
EXPENSESOperating costs 28 95,034.64 85,971.38 Changes in inventories 29 (48,247.66) (43,098.18)Excise duty 30 3.16 12.36 Employee benefits expense 31 6,715.33 6,416.17 Finance cost 32 686.31 557.22 Depreciation and amortisation 33 4,906.76 4,949.54 Other expenses 34 5,511.57 5,096.50 Total expenses (B) 64,610.11 59,904.99
and exceptional items(A-B) 64,590.59 56,229.69
Share of Profit / (Loss) of joint ventures (net) 361.97 313.93 64,952.56 56,543.62
Tax expenseCurrent tax 17 21,976.10 18,677.95 Deferred tax 9 (3,019.39) 6.91 Short / (excess) provision of tax in earlier years 115.53 -
(C) 45,880.32 37,858.76
Other comprehensive income
subsequent periodRe - measurement gains / (losses) on defined benefit plans
172.56 30.95
Income tax effect (56.64) (10.78)Share of other comprehensive income in Joint VenturesRe - measurement gains / (losses) on defined benefit plans
4.22 3.35
Income tax effect (1.47) (1.04)Total other comprehensive income / (expenses) for the year net of tax
(D) 118.67 22.48
Total comprehensive income for the year
income for the year)*
(C+D) 45,998.99 37,881.24
Earnings per equity share (face value of `10) 35- Basic (in `) 13.51 11.15 - Diluted (in `) 13.51 11.15
*Entire attributable to owner of the parent.Significant accounting policiesThe accompanying notes form an integral part of the financial statements
1
As per our report of even date For and on behalf of the Board of Directors
For S R B C & CO LLPChartered AccountantsFirm Registration Number 324982E / E300003 Vikas Oberoi T. P. Ostwal
Chairman & Managing Director Directorper Sudhir Soni DIN 00011701 DIN 00821268PartnerMembership No.: 41870 Saumil Daru Bhaskar KshirsagarMumbai, April 24, 2018 Director - Finance cum Chief Financial Officer Company Secretary
DIN 03533268 M No. A19238
Annual Report 2017-18 75
CONSOLIDATED CASH FLOW STATEMENT
(` in Lakh)FOR THE YEAR ENDED MARCH 31, 2018 MARCH 31, 2017
CASH FLOW FROM OPERATING ACTIVITIES: 64,590.59 56,229.69
Depreciation and amortisation 4,906.76 4,949.54 Interest income (including fair value change in financial instruments) (1,978.37) (3,741.85)Interest expenses (including fair value change in financial instruments) 686.31 557.22 Re - measurement gains / (losses) on defined benefit plans 175.31 33.26 Dividend income (137.39) (163.73)Profit on sale of investments (net) (241.19) (817.85)Gain from foreign exchange fluctuation (net) (1.95) (8.21)Loss on sale / discarding of investment properties (net) 116.50 117.05 (Gain) / loss on sale / discarding of property, plant and equipments (net) 0.90 (2.42)Loss on sale / discarding of intangible assets (net) 2.11 - Share of profit of joint ventures 361.97 313.93 Sundry balances written back (270.99) (30.51)
68,210.56 57,436.12
Movement for working capitalIncrease / (decrease) in trade payables 9,470.08 1,096.78 Increase / (decrease) in other liabilities 36,703.77 16,403.92 Increase / (decrease) in financial liabilities 6,772.97 927.22 Increase / (decrease) in provisions (163.10) (55.71)(Increase) / decrease in loans and advances (75,234.40) (4,631.09)(Increase) / decrease in financial assets 20.85 (50.42)(Increase) / decrease in trade receivables (7,552.56) 645.67 (Increase) / decrease in inventories (37,727.85) (36,139.15)Cash generated from operations 500.32 35,633.34 Direct taxes (paid) / refund (net) (21,083.12) (18,250.41)
(A) (20,582.80) 17,382.93
CASH FLOW FROM INVESTING ACTIVITIES:(Acquisition) / (adjustments) / sale of property, plant and equipments, investment properties, intangible assets / addition to capital work in progress (net)
(7,725.99) (7,625.20)
Interest received 627.48 2,293.09 Dividend received 137.39 163.73 Decrease / (increase) in loans and advances to / for joint ventures (net) (1,407.87) (5,633.21)Decrease / (increase) in investment in joint ventures (72,556.16) (30,137.55)(Acquisition) / sale of investments (net) 241.19 817.85 (Increase) / decrease in other assets 21,858.95 (15,788.62)
(B) (58,825.01) (55,909.91)
CASH FLOW FROM FINANCING ACTIVITIES:Increase in equity share capital (including share premium) 173.71 602.11 Repayment of short term unsecured borrowings - (1,800.00)Proceeds from short term secured loan (net) 14,561.00 - Proceeds from long term secured loan 68,500.00 - Proceeds from issue of short term secured debentures - 75,000.00 Prepayment of short term secured debentures - (35,000.00)Interest paid (gross) (9,959.97) (5,274.44)Dividend paid (including dividend distribution tax) (8,174.75) -
(C) 65,099.99 33,527.67
Net increase / (decrease) in cash and cash equivalents (A+B+C) (14,307.82) (4,999.31)Add: cash and cash equivalents at the beginning of the year 23,583.89 28,583.20 Cash and cash equivalents at the end of the year 9,276.07 23,583.89
Annual Report 2017-18 77
CONSOLIDATED CASH FLOW STATEMENT (CONTD.)
(` in Lakh)
FOR THE YEAR ENDED MARCH 31, 2018 MARCH 31, 2017
COMPONENTS OF CASH AND CASH EQUIVALENTS AS ATCash on hand 44.59 39.86Balance with banks 2,158.48 3,659.44Cheques on hand 155.79 -Fixed deposits with banks, having original maturity of three months or less 5,747.16 5,631.23Add: Short term liquid investment 1,170.05 14,253.31Cash and cash equivalents at the end of the year 9,276.07 23,583.89
RECONCILIATION STATEMENT OF CASH AND BANK BALANCES(` in Lakh)
AS AT MARCH 31, 2018 MARCH 31, 2017
Cash and cash equivalents at the end of the year as per above 9,276.07 23,583.89 Add: Balance with banks in dividend / unclaimed dividend accounts 2.64 2.13 Add: Fixed deposits with banks, having remaining maturity for less than twelve months
2,886.93 19,558.49
Add: Fixed deposits with banks (lien marked) 1,087.71 6,275.09 Less: Short term liquid investment (out of the same investment of ` 4.96 lakh (` 3,446.77 lakh) is lien marked (refer note 12)
(1,170.05) (14,253.36)
Fixed deposits with banks, having remaining maturity for more than twelve months (410.99) (587.55)Cash and bank balance as per balance sheet (refer note 14 & 15) 11,672.31 34,578.69
DISCLOSURE AS REQUIRED BY IND AS 7
(` in Lakh)
March 31, 2018 Opening balance
Non cash changes
Closing balance
Short term secured borrowings 77,956.28 11,509.02 3,168.75 92,634.05 Long term secured borrowings - 67,814.67 49.51 67,864.18 Short term unsecured borrowings 8,908.00 - - 8,908.00
86,864.28 79,323.69 3,218.26 1,69,406.23
(` in Lakh)
March 31, 2017 Opening balance
Non cash changes
Closing balance
Short term unsecured borrowings 10,708.00 (1,800.00) - 8,908.00 Long term secured borrowings 35,000.00 40,000.00 2,956.28 77,956.28
45,708.00 38,200.00 2,956.28 86,864.28
Significant accounting policies (refer note 1)The accompanying notes form an integral part of the financial statements
As per our report of even date For and on behalf of the Board of Directors
For S R B C & CO LLPChartered AccountantsFirm Registration Number 324982E / E300003 Vikas Oberoi T. P. Ostwal
Chairman & Managing Director Directorper Sudhir Soni DIN 00011701 DIN 00821268PartnerMembership No.: 41870 Saumil Daru Bhaskar KshirsagarMumbai, April 24, 2018 Director - Finance cum Chief Financial Officer Company Secretary
DIN 03533268 M No. A19238
78 Annual Report 2017-18
To the Members of Oberoi Realty Limited
Report on the Standalone Ind AS Financial Statements
We have audited the accompanying standalone Ind AS financial statements of Oberoi Realty Limited (“the Company”), which comprise the Balance Sheet as at March 31, 2018, the Statement of Profit and Loss, including the Statement of Other Comprehensive Income, the Cash Flow Statement and the Statement of Changes in Equity for the year then ended, and a summary of significant accounting policies and other explanatory information.
Management’s Responsibility for the Standalone Ind AS Financial Statements
The Company’s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (“the Act”) with respect to the preparation of these standalone Ind AS financial statements that give a true and fair view of the financial position, financial performance including other comprehensive income, cash flows and changes in equity of the Company in accordance with accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) specified under section 133 of the Act, read with the Companies (Indian Accounting Standards) Rules, 2015, as amended. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and the design, implementation and maintenance of adequate internal financial control that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the Ind AS financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.
Auditor’s Responsibility
Our responsibility is to express an opinion on these standalone Ind AS financial statements based on our audit. We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder. We conducted our audit of the standalone Ind AS financial statements in accordance with the Standards on Auditing, issued by the Institute of Chartered Accountants of India, as specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the standalone Ind AS financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company’s preparation of the standalone Ind AS financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by the Company’s Directors, as well as evaluating the overall presentation of the standalone Ind AS financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the standalone Ind AS financial statements.
Opinion
In our opinion and to the best of our information and according to the explanations given to us, the standalone Ind AS financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2018, its profit including other comprehensive income, its cash flows and the changes in equity for the year ended on that date.
Other Matter
The Ind AS financial statements of the Company for the year ended March 31, 2017, included in these standalone Ind AS financial statements, have been audited by the predecessor auditor who expressed an unmodified opinion on those statements on May 4, 2017. Our opinion is not modified in respect of this matter.
INDEPENDENT AUDITOR’S REPORT ON STANDALONE FINANCIAL STATEMENTS
Annual Report 2017-18 137
Report on Other Legal and Regulatory Requirements
1. As required by the Companies (Auditor’s report) Order, 2016 (“the Order”) issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, we give in the “Annexure 1” a statement on the matters specified in paragraphs 3 and 4 of the Order.
2. As required by section 143 (3) of the Act, we report that:
(a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit;
(b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books;
(c) The Balance Sheet, Statement of Profit and Loss including the Statement of Other Comprehensive Income, the Cash Flow Statement and Statement of Changes in Equity dealt with by this Report are in agreement with the books of account;
(d) In our opinion, the aforesaid standalone Ind AS financial statements comply with the Accounting Standards specified under section 133 of the Act, read with Companies (Indian Accounting Standards) Rules, 2015, as amended;
(e) On the basis of written representations received from the directors as on March 31, 2018, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2018, from being appointed as a director in terms of section 164 (2) of the Act;
(f) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate Report in “Annexure 2” to this report;
(g) With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:
i. The Company has disclosed the impact of pending litigations on its financial position in its standalone Ind AS financial statements – Refer note 40 to the standalone Ind AS financial statements;
ii. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses;
iii. There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company.
For S R B C & CO LLPChartered AccountantsICAI Firm Registration Number 324982E / E300003
per Sudhir SoniPartnerMembership No: 41870Place: MumbaiDate: April 24, 2018
138 Annual Report 2017-18
ANNEXURE 1 REFERRED TO IN PARAGRAPH 1 UNDER THE HEADING “REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS” OF OUR REPORT OF EVEN DATE
Re: Oberoi Realty Limited (‘the Company’)
(i) (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets.
(b) The Company has a regular programme of physical verification of its fixed assets under which fixed assets are verified in a phased manner over the period of two years, which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. In accordance with this program, certain fixed assets were verified during the year and no material discrepancies were noticed on such verification.
(c) According to the information and explanations given by the management, the title deeds of immovable properties included in property, plant and equipments / investment properties are held in the name of the company.
(ii) The management has conducted physical verification of inventory at reasonable intervals during the year and no material discrepancies were noticed on such physical verification.
(iii) (a) The Company has granted unsecured interest free loans to eight companies and interest bearing loan to one firm covered in the register maintained under section 189 of the Companies Act, 2013. In our opinion and according to the information and explanations given to us, the terms and conditions of the grant of such loans are not prejudicial to the company’s interest.
(b) The Company has granted loans that are re-payable on demand, to the parties covered in the register maintained under section 189 of the Companies Act, 2013. The loans granted are re-payable on demand. We are informed that the Company has not demanded repayment of any such loan during the year, and thus, there has been no default on the part of the parties to whom the money has been lent. There is no stipulation as to the date of payment of interest.
(c) There is no amount of loans granted to companies, firm or other parties listed in the register maintained under section 189 of the Companies Act, 2013 which are outstanding for more than ninety days.
(iv) In our opinion and according to the information and explanations given to us, provisions of section 185 and 186 of the Companies Act 2013 in respect of loans to directors including entities in which they are interested and in respect of loans and advances given, investments made and, guarantees, and securities given have been complied with by the company.
(v) The Company has not accepted any deposits from the public.
(vi) We have broadly reviewed the books of account maintained by the Company pursuant to the rules made by the Central Government for the maintenance of cost records under section 148(1) of the Companies Act, 2013, related to the manufacture or service of construction activities, and are of the opinion that prima facie, the specified accounts and records have been made and maintained. We have not, however, made a detailed examination of the same.
(vii) (a) The Company is generally regular in depositing with appropriate authorities undisputed statutory dues including provident fund, employees’ state insurance, income-tax, sales-tax, service tax, duty of custom, duty of excise, value added tax, cess, goods and services tax (GST) and other statutory dues applicable to it. According to the information and explanations given to us, no undisputed amounts payable in respect of provident fund, employees’ state insurance, income-tax, service tax, sales-tax, duty of custom, duty of excise, value added tax, cess, goods and services tax (GST) and other material statutory dues were outstanding, at the year end, for a period of more than six months from the date they became payable.
Annual Report 2017-18 139
(b) According to the records of the Company, the dues outstanding of income-tax, service tax, value added tax and property tax on account of any dispute, are as follows:
Name of the Statute Nature of dues Amount (` in lakhs)
Financial Year to which the
amount relates
Forum where dispute is pending
Finance Act, 1994 (Service Tax Provisions)
Service Tax Demand
171.82 2008-09 Hon’ble High Court
Finance Act, 1994 (Service Tax Provisions)
Service Tax Demand
17.71 2009-10 Customs, Excise and Service Tax Appellate Tribunal, Mumbai
Finance Act, 1994 (Service Tax Provisions)
Service Tax Demand
14.36* 2008-09 to 2011-12
Assistant Commissioner, Division VII, Service Tax VI, Mumbai
Finance Act, 1994 (Service Tax Provisions)
Service Tax Demand
33.07 2010-11 to 2013-14
Additional Commissioner, Service Tax Audit III, Mumbai
Finance Act, 1994 (Service Tax Provisions)
Service Tax Demand
98.38 2014-15 Joint Commissioner, Service Tax VI, Mumbai
Finance Act, 1994 (Service Tax Provisions)
Service Tax Demand
49.48 2011-12 to 2014-15
Deputy Commissioner, Service Tax Audit Commissioner III, Mumbai
Finance Act, 1994 (Service Tax Provisions)
Service Tax Demand
8.71 2015-16 Assistant Commissioner, Service Tax, Audit Commissioner III, Mumbai
The Maharashtra Value Added Tax Act
VAT, Interest and Penalty
198.06** 2008-09 Deputy Commissioner of Sales Tax Appeals- VI, Mumbai
Income Tax Act, 1961 Income Tax and Interest
8.53 2008-09 Hon’ble High Court
Income Tax Act, 1961 Income Tax and Penalty
1.67 2010-11 Commissioner of Income Tax (Appeals)
Income Tax Act, 1961 Income Tax and Interest
29.45 2011-12 Income Tax Appellate Tribunal
Income Tax Act, 1961 Income Tax and Interest
20.85 2012-13 and 2013-14
Commissioner of Income Tax (Appeals) - TDS.
*Net amount of Rs 14.26 lakhs deposited under protest** Net amount of Rs 30 lakhs deposited under protest
(viii) In our opinion and according to the information and explanations given by the management, the Company has not defaulted in repayment of dues to a financial institution and bank. The Company did not have any outstanding loans and borrowing in respect of Government or dues to debenture holders during the year.
(ix) In our opinion and according to the information and explanations given by the management, the Company has utilised the monies raised in the nature of term loans for the purposes for which they were raised.
(x) Based upon the audit procedures performed for the purpose of reporting the true and fair view of the financial statements and according to the information and explanations given by the management, we report that no fraud by the Company or no fraud on the Company by the officers and employees of the Company has been noticed or reported during the year.
(xi) According to the information and explanations given by the management, the managerial remuneration has been paid / provided in accordance with the requisite approvals mandated by the provisions of section 197 read with Schedule V to the Companies Act, 2013.
140 Annual Report 2017-18
(xii) In our opinion, the Company is not a nidhi company. Therefore, the provisions of clause 3(xii) of the order are not applicable to the Company and hence not commented upon.
(xiii) According to the information and explanations given by the management, transactions with the related parties are in compliance with section 177 and 188 of Companies Act, 2013 where applicable and the details have been disclosed in the notes to the financial statements, as required by the applicable accounting standards.
(xiv) According to the information and explanations given to us and on an overall examination of the balance sheet, the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year under review and hence, reporting requirements under clause 3(xiv) are not applicable to the Company and, not commented upon.
(xv) According to the information and explanations given by the management, the Company has not entered into any non-cash transactions with directors or persons connected with him as referred to in section 192 of Companies Act, 2013.
(xvi) According to the information and explanations given to us, the provisions of section 45-IA of the Reserve Bank of India Act, 1934 are not applicable to the Company.
For S R B C & CO LLPChartered AccountantsICAI Firm Registration Number 324982E / E300003
per Sudhir SoniPartnerMembership No: 41870Place: MumbaiDate: April 24, 2018
Annual Report 2017-18 141
Re: Oberoi Realty Limited (‘the Company’)
Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (“the Act”)
We have audited the internal financial controls over financial reporting of Oberoi Realty Limited (“the Company”) as of March 31, 2018 in conjunction with our audit of the standalone financial statements of the Company for the year ended on that date.
Management’s Responsibility for Internal Financial Controls
The Company’s Management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India. These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to the Company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.
Auditor’s Responsibility
Our responsibility is to express an opinion on the Company’s internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the “Guidance Note”) and the Standards on Auditing as specified under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls and, both issued by the Institute of Chartered Accountants of India. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.
Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor’s judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the internal financial controls system over financial reporting.
Meaning of Internal Financial Controls Over Financial Reporting
A Company’s internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A Company’s internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorisations of management and directors of the Company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the Company’s assets that could have a material effect on the financial statements.
ANNEXURE 2 REFERRED TO IN PARAGRAPH 2(f) UNDER THE HEADING “REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS” OF OUR REPORT OF EVEN DATE
142 Annual Report 2017-18
Inherent Limitations of Internal Financial Controls Over Financial Reporting
Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Opinion
In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at March 31, 2018, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.
For S R B C & CO LLPChartered AccountantsICAI Firm Registration Number 324982E / E300003
per Sudhir SoniPartnerMembership No: 41870Place: MumbaiDate: April 24, 2018
Annual Report 2017-18 143
STANDALONE BALANCE SHEET
(` in Lakh)AS AT NOTE MARCH 31, 2018 MARCH 31, 2017
ASSETSI) Non-current assetsa) Property, plant and equipments 2 19,624.41 21,635.06 b) Capital work in progress 3 701.82 631.46 c) Investment properties 4 58,232.55 59,747.87 d) Intangible assets 5 235.59 202.79 e) Intangible assets under development 6 18.79 47.26 f) Financial assets
i) Investments 7 77,472.34 61,692.71 ii) Other financial assets 8 135.96 459.80
g) Other non-current assets 9 13,540.26 13,377.27 1,69,961.72 1,57,794.22
II) Current assetsa) Inventories 10 1,11,447.87 1,05,520.75 b) Financial assets
i) Investments 11 - 7,858.61 ii) Trade receivables 12 7,954.97 2,738.67 iii) Cash and cash equivalents 13 2,845.40 4,796.74 iv) Bank balances other than (iii) above 14 1,972.20 17,093.88 v) Loans 15 1,85,840.40 1,31,948.69 vi) Other financial assets 8 223.47 42.76
c) Current tax assets (net) 16 514.25 591.61 d) Other current assets 9 99,716.88 38,011.69
4,10,515.44 3,08,603.40 TOTAL ASSETS (I+II) 5,80,477.16 4,66,397.62
EQUITY AND LIABILITIESI) Equitya) Equity share capital 17 33,960.23 33,953.55 b) Other equity 18 4,12,230.03 3,77,059.93
4,46,190.26 4,11,013.48 II) Liabilitiesi) Non-current liabilitiesa) Financial liabilities
i) Borrowings 19 67,864.18 - ii) Trade payables 20 1,094.34 359.90 iii) Other financial liabilities 21 4,870.29 4,260.43
b) Provisions 22 134.85 135.68 c) Deferred tax liabilities (net) 23 2,225.08 2,393.42 d) Other non-current liabilities 24 355.71 319.54
76,544.45 7,468.97 ii) Current liabilitiesa) Financial liabilities
i) Borrowings 19 19,622.88 9,950.00 ii) Trade payables 20 5,104.53 2,846.44 iii) Other financial liabilities 21 12,723.23 10,078.34
b) Other current liabilities 24 20,016.78 24,395.36 c) Provisions 22 39.61 150.96 d) Current tax liabilities (net) 25 235.42 494.07
57,742.45 47,915.17 TOTAL LIABILITIES (i+ii) 1,34,286.90 55,384.14 TOTAL EQUITY AND LIABILITIES (I+II) 5,80,477.16 4,66,397.62
Significant accounting policies 1The accompanying notes form an integral part of the financial statements
As per our report of even date For and on behalf of the Board of Directors
For S R B C & CO LLPChartered AccountantsFirm Registration Number 324982E / E300003 Vikas Oberoi T. P. Ostwal
Chairman & Managing Director Directorper Sudhir Soni DIN 00011701 DIN 00821268PartnerMembership No.: 41870 Saumil Daru Bhaskar KshirsagarMumbai, April 24, 2018 Director - Finance cum Chief Financial Officer Company Secretary
DIN 03533268 M No. A19238
144 Annual Report 2017-18
STANDALONE STATEMENT OF PROFIT AND LOSS
(` in Lakh)
FOR THE YEAR ENDED NOTE MARCH 31, 2018 MARCH 31, 2017
INCOMERevenue from operations 26 97,422.33 89,071.20 Other income 27 10,911.85 5,848.15 Total revenue (A) 1,08,334.18 94,919.35
EXPENSESOperating costs 28 40,535.33 49,030.02 Changes in inventories 29 (5,976.94) (15,719.42)Excise duty 30 3.16 12.36 Employee benefits expense 31 5,799.31 5,561.66 Finance cost 32 257.25 216.77 Depreciation and amortisation 33 3,963.99 4,199.70 Other expenses 34 4,658.24 4,005.05 Total expenses (B) 49,240.34 47,306.14
(A-B) 59,093.84 47,613.21 Tax expenseCurrent tax 16 17,557.88 15,500.83 Deferred tax 23 (210.58) 47.41 Short provision of tax in earlier years 29.76 -
(C) 41,716.78 32,064.97
Other comprehensive income
subsequent periodRe - measurement gains / (losses) on defined benefit plans 120.86 31.38 Income tax effect (42.24) (10.86)
Total other comprehensive income / (expenses) for the year net of tax
(D) 78.62 20.52
Total comprehensive income for the year
income for the year)
(C+D) 41,795.40 32,085.49
Earnings per equity share (face value of `10) 35 - Basic (in `) 12.28 9.45 - Diluted (in `) 12.28 9.45
Significant accounting policies 1The accompanying notes form an integral part of the financial statements
As per our report of even date For and on behalf of the Board of Directors
For S R B C & CO LLPChartered AccountantsFirm Registration Number 324982E / E300003 Vikas Oberoi T. P. Ostwal
Chairman & Managing Director Directorper Sudhir Soni DIN 00011701 DIN 00821268PartnerMembership No.: 41870 Saumil Daru Bhaskar KshirsagarMumbai, April 24, 2018 Director - Finance cum Chief Financial Officer Company Secretary
DIN 03533268 M No. A19238
Annual Report 2017-18 145
STANDALONE CASH FLOW STATEMENT
(` in Lakh)FOR THE YEAR ENDED MARCH 31, 2018 MARCH 31, 2017
CASH FLOW FROM OPERATING ACTIVITIES: 59,093.84 47,613.21
Adjustments forDepreciation and amortisation 3,963.99 4,199.70 Interest income (including fair value change in financial instruments) (3,842.67) (5,506.48)Interest expenses (including fair value change in financial instruments) 257.25 216.77 Re - measurement gains / (losses) on defined benefit plans 120.86 31.38 Dividend income (6,824.86) (33.39)Profit on sale of investments (net) (0.61) (290.77)Gain from foreign exchange fluctuation (net) (1.95) (8.21)Loss on sale / discarding of investment properties (net) 5.30 16.79 Loss on sale / discarding of intangible assets (net) 2.11 - (Gain) / loss on sale / discarding of property, plant and equipments (net) 0.90 (2.46)Sundry balances written back (224.25) (11.14)
52,549.91 46,225.40
Movement for working capitalIncrease / (decrease) in trade payables 3,218.73 62.45 Increase / (decrease) in other liabilities (4,342.42) (27,937.58)Increase / (decrease) in financial liabilities 4,078.76 3,661.52 Increase / (decrease) in provisions (112.18) (68.13)(Increase) / decrease in loans and advances (61,812.95) 1,113.19 (Increase) / decrease in financial assets (180.72) 0.39 (Increase) / decrease in trade receivables (5,216.29) 1,113.99 (Increase) / decrease in inventories (4,030.79) (15,166.45)Cash generated / (used) from operations (15,847.95) 9,004.78 Direct taxes (paid) / refund (net) (17,768.93) (14,845.16)
(A) (33,616.88) (5,840.38)
CASH FLOW FROM INVESTING ACTIVITIES:(Acquisition) / (adjustments) / sale of property, plant and equipments, investment properties, intangible assets / addition to capital work in progress (net)
(635.39) (519.27)
Interest received 296.58 1,791.14 Dividend received 6,824.86 33.39 Decrease / (increase) in loans and advances to / for subsidiaries / joint ventures (net)
(51,557.86) 22,433.86
(Acquisition) / sale of investments (net) (7,717.26) (5,238.71)(Increase) / decrease in other assets 15,446.03 (10,042.07)
(B) (37,343.04) 8,458.34
CASH FLOW FROM FINANCING ACTIVITIES:Increase in equity share capital (including share premium) 173.71 602.11 Proceeds from short term secured loan (net) 323.00 - Proceeds from long term secured loan 68,500.00 - Proceeds from short unsecured borrowings 26,407.40 12,303.50 Repayment of short unsecured borrowings (16,988.00) (13,214.68)Interest paid (gross) (2,615.20) (22.51)Dividend paid (including dividend distribution tax) (6,792.33) -
(C) 69,008.58 (331.58)
Net increase / (decrease) in cash and cash equivalents (A+B+C) (1,951.34) 2,286.38 Add: cash and cash equivalents at the beginning of the year 4,796.74 2,510.36 Cash and cash equivalents at the end of the year 2,845.40 4,796.74
Annual Report 2017-18 147
STANDALONE CASH FLOW STATEMENT (CONTD.)
(` in Lakh)FOR THE YEAR ENDED MARCH 31, 2018 MARCH 31, 2017COMPONENTS OF CASH AND CASH EQUIVALENTS AS ATCash on hand 31.81 26.35 Balance with banks 1,177.72 1,967.23 Cheques on hand 82.42 - Fixed deposits with banks, having original maturity of three months or less
1,553.45 2,803.16
Cash and cash equivalents at the end of the year 2,845.40 4,796.74
RECONCILIATION STATEMENT OF CASH AND BANK BALANCE (` in Lakh)
AS AT MARCH 31, 2018 MARCH 31, 2017
Cash and cash equivalents at the end of the year as per above 2,845.40 4,796.74 Add: Balance with bank in dividend / unclaimed dividend accounts 2.64 2.13 Add: Fixed deposits with banks, having remaining maturity for less than twelve months
1,708.59 12,858.05
Add: Fixed deposits with banks (lien marked) 396.93 4,693.50 Less: Fixed deposit with banks, having remaining maturity for more than twelve months
(135.96) (459.80)
Cash and bank balance as per balance sheet (refer note 13 and 14) 4,817.60 21,890.62
DISCLOSURE AS REQUIRED BY IND AS 7
(` in Lakh)
March 31, 2018 Opening balance
Non cash changes
Closing balance
Short term secured borrowings - 227.30 26.18 253.48 Long term secured borrowings - 67,814.67 49.51 67,864.18 Short term unsecured borrowings 9,950.00 9,419.40 - 19,369.40
9,950.00 77,461.37 75.69 87,487.06
(` in Lakh)
March 31, 2017 Opening balance
Non cash changes
Closing balance
Short term unsecured borrowings 10,861.18 (911.18) - 9,950.00 10,861.18 (911.18) - 9,950.00
Significant accounting policies (refer note 1)The accompanying notes form an integral part of the financial statements
As per our report of even date For and on behalf of the Board of Directors
For S R B C & CO LLPChartered AccountantsFirm Registration Number 324982E / E300003 Vikas Oberoi T. P. Ostwal
Chairman & Managing Director Directorper Sudhir Soni DIN 00011701 DIN 00821268PartnerMembership No.: 41870 Saumil Daru Bhaskar KshirsagarMumbai, April 24, 2018 Director - Finance cum Chief Financial Officer Company Secretary
DIN 03533268 M No. A19238
148 Annual Report 2017-18