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Godrej Properties356

Godrej Properties Ltd.

BSE:533150  |  NSE:GODREJPROPEQ  |  58888:  |  IND:Real Estate  |  ISIN code:INE484J01027  |  SECT:Real Estate

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You can view full text of the Director's Report for Godrej Properties Ltd.
Director Report
Mar2018   Mar 2019

TO THE MEMBERS

The Directors have pleasure in presenting the Thirty-Fourth Directors’ Report of your Company along with the financial statements for the financial year ended March 31, 2019.

1. OPERATING RESULT :

Certain key aspects of the Company’s performance (on a standalone basis) during the financial year ended March 31, 2019, as compared to the previous financial year are summarized below:

(Rs. in crore)

Particulars

Financial Year 2018 - 2019

Financial Year 2017 - 2018

Revenue from Operations

1,433.75

556.38

Other Income

460.25

493.61

Total Income

1,894.00

1,049.99

Profit before Tax

284.98

161.97

Profit after Tax

209.35

105.04

Other Comprehensive Income

(0.33)

(2.76)

Total Comprehensive Income

209.02

102.28

2. DIVIDEND:

In terms of the Regulation 43A of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI LODR Regulations”), the Dividend Distribution Policy of the Company is appended as Annexure I to this Report and also available on the website of the Company at https://www.godrejproperties.com/ investor/corporategovernance.

Keeping in view the overall objective of improving Return on Capital Employed through various projects being added in Company’s portfolio, the Board believes that conserving and investing the Company’s capital in the many high return investment opportunities currently available instead of distributing it as a dividend will maximize shareholder value creation in the long term. The Board therefore felt that in the interest of the Shareholders, the Company should utilize the internal accruals on its projects rather than paying dividend to shareholders. The Directors have therefore not recommended any dividend for the financial year ended March 31, 2019.

3. SHARE CAPITAL:

During the financial year ended March 31, 2019, the Company had issued and allotted 78,585 equity shares of Rs. 5/- each of the Company to its eligible employees on exercise of options granted under the Godrej Properties Limited Employee Stock Option Scheme, 2011 (GPL ESGS).

Pursuant to the approval of the members of the Company at the Extra Ordinary General Meeting held on May 30, 2018, the Company issued and allotted 1,27,65,000 (One crore twenty seven lakh sixty five thousand) equity shares of the Company, having a face value of Rs. 5 (Rupees five) each at a price of Rs. 783.50 (Rupees Seven Hundred eighty three and fifty paise only) per equity share which includes premium of Rs. 778.50 (Rupee Seven Hundred Seventy eight and fifty paise only) per equity share aggregating to Rs. 1,000.14 crore (Rupees One Thousand Crore and fourteen lakh only) on preferential basis to GAMNAT Pte. Ltd. to augment its resources to enhance its net worth and to have greater financial strength to undertake large projects for the Company.

As at March 31, 2019, the issued, subscribed and paid-up equity share capital of the Company stands at 22,93,23,713 equity shares of Rs. 5/- each. The Company has neither issued shares with differential rights as to dividend, voting or otherwise nor issued shares (including sweat equity shares) to the employees or Directors of the Company under any Scheme, other than GPL ESGS.

4. OVERVIEW OF OPERATIONS:

For the financial year under review, Company’s total income stood at Rs. 3,236 crore on a consolidated basis, an increase of 57% compared to the previous year. EBITDA increased by 111% to Rs. 597 crore and net profit increased by 191% to Rs. 253 crore.

Your Company added 11 new projects with 31 million sq.ft saleable area potential in aggregate located across Bangalore, Pune, National Capital Region and Mumbai. One of the key achievements of the Company was signing the largest ever deal in the Pune market consisting of multiple strategically located land parcels. The projects added are in line with the Company’s long term strategy of focusing on value accretive and risk efficient models. These new projects have further strengthened Company’s project pipeline and will drive the Company performance in coming years.

Your Company has achieved the highest ever sales in its history, making the Company India’s largest publicly listed developer by value of real estate sales. The booking value for FY19 was Rs. 5,316 crore, an increase of 5% from FY18. The Company have recorded a booking value in excess of Rs. 5,000 crore for the third time in last 4 years. The Company achieved sale volumes above 1.1 million sq. ft. and sale value above Rs. 900 crore in all it’s focus markets. The Company launched 16 new projects/phases in FY19. Most notable of these were Godrej Central Park, Pune with booking value of Rs. 316 crore and Exquisite at Godrej Golf Links, NCR with booking value of Rs. 226 crore. The Company also launched it’s first ever plotted development in Bangalore. These successful launches were further complimented by strong performance in sustenance sales with over Rs. 2,200 crore in sales in FY19. The Company achieved sales of more than 8.5 million square feet in FY19 and as a result significantly strengthened its relative market position to become one of the Top 3 players in each of its four key growth markets. On the operational front, the Company successfully delivered 3.2 million sq.ft across its projects. The Company have now delivered over 20 million sq. ft. of real estate in the last five years. In FY19, the Company also ventured into industrialized construction technology and set up it’s first precast plant at Godrej Golf Links, NCR. The Company’s delivery record demonstrates that Company can operate at a large scale and keep pace with its accelerating sales. Sustainable development is an important part of the Company’s vision and received several recognitions for the efforts on environment and safety such as ranked 4th in Asia and 8th globally by GRESB (Global Real Estate Sustainability Benchmark) 2018 - An industry-driven organization which assesses Environmental, Social and Governance (ESG) performance. The Company received 65 awards in FY19, reflecting it’s commitment towards being amongst the top 3 real estate companies in India. Some of the prominent accolades received by the Company were - “Best Real Estate Brand 2018” (Economic Times), “Developer of the Year” (Golden Bricks Awards, 2018), “Builder of the Year” (CNBC Awaaz Real Estate Awards), “India’s Top Builders 2018” (Construction World Architect and Builder (CWAB) Awards), “Business Excellence Awards 2019” (Corporate Insider). The Company’s credit rating by ICRA stands at AA, with continued access to cheaper capital, showcasing confidence in the Company’s operations.

5. FUTURE PROSPECTS AND OUTLOOK OF THE COMPANY:

Consumer demand for residential real estate continued to remain low in FY19. However, changes in Goods and Service Tax (GST) and new accounting standards of IND AS 115 led to short term uncertainty. Liquidity deficit in the aftermath of IL&FS payment default has put further pressure on the residential real estate sector. However, the Company continues to believe that these reforms will lead to improved governance in the sector, increase transparency and bring about consolidation amongst real estate players. Moreover, the Government’s push towards affordable segment will drive demand for residential housing. The Company remains positive about long term direction of the sector on back of higher consumer confidence and increasing affordability due to favorable interest rates, stagnant real estate prices and rising disposable income. The Company believes that it is in a strong position to benefit from expected shifts in the sector. With strong brand, pan-india presence, demonstrated track record and excellent sales & marketing capabilities the Company is well poised for a high growth trajectory over next few years.

The Company will continue to add new projects as a Project Development Model on a fee basis as well as through joint development agreement with land lords working with it’s residential investment platform to enter projects which require significant upfront capital. The Company will continue to focus on 4 key markets - Mumbai, NCR, Bengaluru and Pune. When evaluating new projects, the Company will continue to seek superior long-term growth in shareholder value by maximizing returns through optimal financing and fiscal discipline.

The Company will continue to focus on creating a healthy project pipeline across the growth markets and opportunistically evaluate fast turnaround deals like plotted development. The Company will also enhance agility across it’s processes to further reduce project launch turnaround times. One of the key focus areas will be to achieve a high Net Promoter Score (NPS) by delivering exceptional customer service. Furthermore, the Company will continue to explore innovations in construction technology for increased productivity and higher quality.

6. DEPOSITORY SYSTEM:

Your Company’s equity shares are available for dematerialisation through National Securities Depository Limited and Central Depository Services (India) Limited. As on March 31, 2019, 99.99% of the equity shares of the Company were held in dematerialised form.

7. ANNUAL RETURN:

The extract of annual return of the Company as provided under Section 92(3) of the Companies Act, 2013 (the “Companies Act”) for the financial year ended March 31, 2019 is available on the website of the Company at https://www.godrejproperties. com/investor/annual-report and also given as Annexure II.

8. NUMBER OF MEETINGS OF THE BOARD:

The Board met 4 (four) times in the financial year ended March 31, 2019 on May 04, 2018, August 02, 2018, November 01, 2018 and January 28, 2019.

9. DIRECTORS’ RESPONSIBILITY STATEMENT:

The Directors hereby confirm that:

i. In the preparation of the annual accounts for the financial year ended March 31, 2019, the applicable accounting standards have been followed along with proper explanation relating to material departures.

ii. They have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2019 and of the profit of the Company for the year ended on March 31, 2019.

iii. They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act and rules made thereunder, as amended, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv. They have prepared the annual accounts for financial year ended March 31, 2019 on a ‘going concern’ basis.

v. They have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and have been operating efficiently.

vi. They have devised proper systems to ensure compliance with provisions of all applicable laws and that such systems were adequate and operating effectively.

10. DECLARATION BY INDEPENDENT DIRECTORS:

The independent directors of the Company have submitted the declaration of independence as required under Section 149(7) of the Companies Act, confirming that they meet the criteria of independence under Section 149(6) of the Companies Act and Regulation 16 of SEBI LODR Regulations.

11. POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION:

The policy of the Company on directors’ appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under Section 178(3) of the Companies Act, is appended as Annexure III to this Report.

12. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The details of loans given, investments made, guarantees given and securities provided under Section 186 of the Companies Act, have been provided in the notes to the standalone financial statements.

13. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

All transactions entered into during the financial year 2018 2019 with Related Parties as defined under the Companies Act and SEBI LODR Regulations were in the ordinary course of business and on an arm’s length basis. During the year, the Company had not entered into any transaction referred to in Section 188 of the Companies Act, with related parties which could be considered material under SEBI LODR Regulations. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3) of the Companies Act in Form AOC-2 is not applicable. Attention of Members is drawn to the disclosures of transactions with related parties set out in Notes to Accounts - Note No 41 forming part of the Standalone financial statements. The transactions with person or entity belonging to the promoter/promoter group which holds 10 per cent or more shareholding in the Company as required under Schedule V, Part A (2A) of SEBI LODR is given as Note No 41 (on Related Party Transaction) forming part of the Standalone financial statements.

As required under Regulation 23 of SEBI LODR Regulations, the Company has formulated a Related Party Transactions Policy which is available on the website of the Company at https:// www.godrejproperties.com/investor/corporategovernance

14. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY: -

Post end of the financial year 2018-19, Shubh Properties Cooperatief U.A, a dutch private equity firm, which was holding 72.34% of the equity share capital of Wonder Space Properties Private Limited (“WSPPL”) sold its majority stake in WSPPL to the Company pursuant to a Share Purchase Agreement. Consequently, the holding of the Company in WSPPL increased from 25.1% to 96.03%. and has become subsidiary of the Company with effect from April 4, 2019.

There have been no other material changes and commitments affecting the financial position of the Company which have occurred between March 31, 2019 and the date of this Report, other than those disclosed in this Report.

15. PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The particulars in respect of conservation of energy, technology absorption and foreign exchange earnings and outgo, as required under Section 134(3)(m) of the Companies Act read with the Companies (Accounts) Rules, 2014 is appended as Annexure IV to this Report.

16. BUSINESS RISK MANAGEMENT:

The Company has constituted a Risk Management Committee consisting of members of the Board and key executives of the Company to identify and assess business risks and opportunities. The composition of the Committee is in compliance with Regulation 21 of the SEBI LODR Regulations. The Risk Management Committee identifies the risks at both enterprise level and at project level.

The business risks identified are reviewed by the Risk Management Committee and a detailed action plan to mitigate identified risks is drawn up and its implementation is monitored. The key risks and mitigation actions are then placed before the Audit Committee of the Company.

17. CORPORATE SOCIAL RESPONSIBILITY:

A Corporate Social Responsibility (CSR) Committee has been constituted in accordance with Section 135 of the Companies Act. The details required under the Companies (Corporate Social Responsibility Policy) Rules, 2014 are given in CSR Report appended as Annexure V to this Report. The CSR Policy is available on the website of the Company at https:// www.godrejproperties.com/investor/corporategovernance

18. VIGIL MECHANISM:

The Company has established a vigil mechanism for directors, employees and other stakeholders to report their genuine concerns, details of which have been given in the Corporate Governance Report forming part of this Annual Report.

19. ANNUAL EVALUATION OF PEFORMANCE OF THE BOARD:

The Company conducted a formal Board Effectiveness Review as part of its efforts to evaluate, identify improvements and thus enhance the effectiveness of the Board of Directors (Board), its Committees and individual directors. This was in line with the requirements mentioned in the Companies Act and the SEBI LODR Regulations.

The Corporate HR team of Godrej Industries Limited and Associate Companies (GILAC) worked directly with the Executive Chairman and the Nomination and Remuneration Committee of the Board, to design and execute this process which was adopted by the Board. Each Board Member completed a confidential online questionnaire, providing vital feedback on how the Board currently operates and how it might improve its effectiveness.

The survey comprised of four sections and compiled feedback and suggestions on:

- Board processes (including Board composition, strategic orientation and team dynamics);

- Individual committees;

- Individual Board members; and

- Chairman’s Feedback Report

As per the amendments issued to the SEBI LODR Regulations in 2018, the performance evaluation criteria for independent directors included a check on their fulfilment of the independence criteria and their independence from the management.

The following reports were created, as part of the evaluation:

- Board Feedback Report

- Individual Board Member Feedback Report

- Chairman’s Feedback Report

The overall Board Feedback Report was facilitated by Mr. Keki Dadiseth with the Independent Directors. The Directors were vocal about the Board functioning effectively, but also identified areas which show scope for improvement. The Individual Committees and Board Members’ feedback was shared with the Executive Chairman. Following his evaluation, Executive Chairman’s Feedback Report was also compiled.

20. SUBSIDIARY COMPANIES:

A. Subsidiaries

As at March 31, 2019, the Company had 15 subsidiaries under the Companies Act, namely, Godrej Realty Private Limited, Godrej Garden City Properties Private Limited, Prakritiplaza Facilities Management Private Limited, Godrej Prakriti Facilities Private Limited, Godrej Genesis Facilities Management Private Limited, Godrej Projects Development Limited (formerly known as Godrej Projects Development Private Limited), Godrej Hillside Properties Private Limited, Godrej Highrises Properties Private Limited, Citystar Infraprojects Limited, Godrej Residency Private Limited, Godrej Landmark Redevelopers Private Limited, Godrej Home Developers Private Limited, Godrej Skyline Developers Private Limited, Godrej Redevelopers (Mumbai) Private Limited and Godrej Properties Worldwide INC.

The Company shall provide a copy of the financial statements of its subsidiary companies to the members of the Company on their request. The audited financial statements of the subsidiary companies will also be kept open for inspection by any members at the registered office of the Company during business hours and will also be available on the website of the Company.

As at March 31, 2019, Wonder Space Properties Private Limited, Wonder City Buildcon Private Limited, Godrej Home Constructions Private Limited, Godrej Greenview Housing Private Limited, Wonder Projects Development Private Limited, Godrej Real View Developers Private Limited, Pearlite Real Properties Private Limited, Godrej One Premises Management Private Limited, Godrej Green Homes Limited and Ashank Macbricks Private Limited are associate companies of the Company.

B. Limited Liability Partnerships (LLPs)

Your Company is a partner in the following LLPs as of March 31, 2019:

1. Godrej Property Developers LLP

2. Mosiac Landmarks LLP

3. Dream World Landmarks LLP

4. Oxford Realty LLP

5. Godrej SSPDL Green Acres LLP

6. M S Ramaiah Ventures LLP

7. Oasis Landmarks LLP

8. Caroa Properties LLP

9. Amitis Developers LLP

10. Godrej Construction Projects LLP

11. Godrej Housing Projects LLP

12. Mahalunge Township Developers LLP (formerly known as Godrej Land Developers LLP)

13. Godrej Developers & Properties LLP

14. Godrej Highrises Realty LLP

15. Godrej Project Developers & Properties LLP

16. A R Landcraft LLP

17. Godrej Highview LLP

18. Prakhhyat Dewellers LLP

19. Godrej Skyview LLP

20. Bavdhan Realty @ Pune 21 LLP

21. Godrej Green Properties LLP

22. Maan - Hinje Township Developers LLP (formerly known as Godrej Projects (Pune) LLP)

23. Godrej Projects (Soma) LLP

24. Godrej Projects North Star LLP (formerly known as Godrej Century LLP)

25. Godrej Projects North LLP (formerly known as Godrej Projects (Bluejay) LLP)

26. Godrej Reserve LLP (formerly known as Sai Srushti Onehub Projects LLP)

27. Godrej Athenmark LLP

28. Godrej Vestamark LLP

29. Godrej Irismark LLP

30. Manjari Housing Projects LLP (formerly known as Godrej Avamark LLP)

31. Rosebery Estate LLP

32. Embellish Houses LLP

33. Godrej City Facilities Management LLP

34. Suncity Infrastructure (Mumbai) LLP

C. Material Un-Listed Indian Subsidiary:

As at March 31, 2019, Godrej Projects Development Limited and as at April 01, 2019, Godrej Landmark Redevelopers Private Limited were considered material un-listed Indian subsidiaries under Regulation 24 of SEBI LODR Regulations.

21. PERFORMANCE AND FINANCIAL POSITION OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES:

As required under SEBI LODR Regulations and Section 129 of the Companies Act, the consolidated financial statements have been prepared by the Company in accordance with the applicable accounting standards and form part of the Annual Report. A statement containing the salient features of the Financial Statements of the subsidiaries, joint ventures and associate companies of the Company in Form AOC-1 as required under Rule 5 of the Companies (Accounts) Rules, 2014 form part of the notes to the financial statements. The highlights of performance of subsidiaries, associates and joint venture companies and their contribution to the overall performance of the Company is given as Annexure A in Consolidated Financials.

22. DETAILS RELATING TO DEPOSITS COVERED UNDER CHAPTER V OF THE COMPANIES ACT, 2013:

Sr.

No.

Particulars

(Rs. in crore)

1

Accepted during the year

-

2

Remained unpaid or unclaimed as at the end of the year

0.36

3

Whether there has been any default in repayment of deposits or payment of interest thereon during the year and if so, number of such cases and the total amount involved:-

(i) at the beginning of the year

-

(ii) maximum during the year

(iii) at the end of the year

-

4

details of deposits which are not in compliance with the requirements of Chapter V of the Companies Act

-

The Company has not accepted any deposits from its Directors.

23. COST RECORDS

As required under Rule 8(5)(ix) of the Companies (Accounts) Rules, 2014, the Company confirms that it has prepared and maintained cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013 for the financial year ended March 31, 2019.

24. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS:

There are no significant and material orders passed by the regulators/courts/tribunals which would impact the going concern status of the Company and its future operations.

25. INTERNAL FINANCIAL CONTROL SYSTEM:

The Company has an internal financial control system commensurate with the size, scale and complexity of its operations. The internal controls over financial reporting have been identified by the management and are checked for effectiveness across all locations and functions by the management and tested by the Auditors on sample basis. The controls are reviewed by the management periodically and deviations, if any, are reported to the Audit Committee periodically.

26. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

In accordance with the Articles of Association of the Company and the provisions of the Section 152(6)(e) of the Companies Act, Mr. Jamshyd Godrej (DIN: 00076250) will retire by rotation at the ensuing Annual General Meeting and being eligible, offered himself for re-appointment.

In terms of the Regulation 17(1A) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, inserted vide SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2018, with effect from April 01, 2019, no listed entity shall appoint a person or continue the directorship of any person as a non-executive director who has attained the age of seventy five years unless a special resolution is passed to that effect. Accordingly, Mr. Amit B. Choudhury (aged 76 years) and Dr. Pritam Singh (aged 77 years) Independent Directors of the Company have ceased to act as Directors of the Company with effect from closure of the business hours on March 31, 2019. The Board placed on record its gratitude for the contribution made by Mr. Amit B. Choudhury and Dr. Pritam Singh during their tenure as Independent Directors.

Mr. Keki B. Dadiseth (DIN: 00052165), Mr. Pranay Vakil (DIN: 00433379), Mrs. Lalita D. Gupte (DIN: 00043559) and Mr. Amitava Mukherjee (DIN: 00003285) were appointed as independent directors on the Board of the Company pursuant to the provisions of Section 149 of the Companies Act 2013 (“the Act”) read with the Companies (Appointment and Qualification of Directors) Rules, 2014 at the Annual General Meeting of the Company held on August 02, 2014 for a period of five years ending on closure of business hours of August 01, 2019 (“First Term”). In terms of the provisions of Section 149 of the Act, the independent directors of the Company are eligible for re-appointment for their second term of five years. The Nomination & Remuneration Committee and the Board is of the view that the current independent directors have immensely contributed to establish a strong board culture that has guided GPL’s growth strategy and has driven the Company to become one of India’s leading real estate developers. Accordingly, Mr. Keki B. Dadiseth, Mr. Pranay Vakil, Mrs. Lalita D. Gupte and Mr. Amitava Mukherjee will be appointed as independent directors for a second term with effect from August 02, 2019.

Mr. Pirojsha Godrej (DIN: 00432983) - Executive Chairman, Mr. Mohit Malhotra (DIN: 07074531) - Managing Director and Chief Executive Officer, Mr. Rajendra Khetawat - Chief Financial Officer and Mr. Surender Varma - Company Secretary & Chief Legal Officer are the Key Managerial Personnel of the Company as at the date of this Report.

27. STATUTORY AUDITORS’ REPORT:

There are no qualifications, reservations or adverse remarks or disclaimers made by BSR & Co. LLP, Statutory Auditors, in their report.

28. COST AUDITORS:

The Board of Directors of the Company, on recommendation of Audit Committee, appointed M/s. R Nanabhoy & Co, Cost Accountants, as Cost Auditors of the Company for the financial year 2019-20 at a fee of Rs. 1,15,000 (Rupees One Lakh Fifteen Thousand only) plus applicable taxes and out of pocket expenses subject to the ratification of the said fees by the members at the ensuing Annual General Meeting pursuant to Section 148 of the Companies Act.

The cost audit report would be filed with the Central Government within prescribed timelines.

29. SECRETARIAL AUDIT REPORT:

The Board of Directors of the Company have appointed A K Jain & Co., Practising Company Secretary, to conduct the Secretarial Audit and his Report on Company’s Secretarial Audit is appended to this Report as Annexure VI.

There are no qualifications, reservations or adverse remarks or disclaimers made by A. K. Jain & Co., Company Secretary in practice, in their Secretarial Audit Report.

The Board further confirms that the Company has complied with all the provisions of the Secretarial Standards issued by the Institute of Company Secretaries of India.

30. FRAUD REPORTING:

There have been no instances of fraud reported by the Auditors under Section 143(12) of the Companies Act and Rules framed thereunder either to the Company or to the Central Government.

31. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Management Discussion and Analysis Report for the year under review, as stipulated under Regulation 34(2) of SEBI LODR Regulations, is appended to this Report.

32. CORPORATE GOVERNANCE:

The Company is committed to maintaining the highest standards of Corporate Governance and adhering to the corporate governance requirements as set out by Securities and Exchange Board of India. The Report on Corporate Governance as stipulated under SEBI LODR Regulations forms part of the Annual Report. The Certificate from the Practicing Company Secretary confirming compliance with the conditions of Corporate Governance as stipulated under Schedule V to SEBI LODR Regulations and applicable provisions of the Companies Act forms part of the Corporate Governance Report.

33. INTERNAL COMPLAINTS COMMITTEE:

The company has constituted an Internal Complaints Committee as required under the Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013 (POSH). The details required to be disclosed under POSH forms part of the Corporate Governance Report.

34. AUDIT COMMITTEE OF THE COMPANY:

Your Company’s Audit Committee comprises the following 4 (four) Independent Directors, viz. Mr. Keki B. Dadiseth (Chairman), Mrs. Lalita D. Gupte, Mr. Pranay D. Vakil, and Mr. Amitava Mukherjee.

The composition of the Audit Committee is in compliance with the requirements of Section 177 of the Companies Act and Regulation 18 of SEBI LODR Regulations.

35. PARTICULARS OF EMPLOYEES:

Disclosures with respect to the remuneration of Directors and employees as required under Section 197 of the Companies Act and Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 has been appended as Annexure VII to this Report. The information required pursuant to Section 197 of the Companies Act read with Rule 5(2)&(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company is available for inspection by the Members at registered office of the Company during business hours on working days up to the date of the ensuing Annual General Meeting. If any Member is interested in obtaining a copy thereof, such Member may write to the Company Secretary, whereupon a copy would be sent.

36. EMPLOYEES STOCK OPTION SCHEMES:

As required in terms of the Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014, the disclosure relating to Godrej Properties Limited Employee Stock Grant Scheme, 2011 (“GPL ESGS”) is appended as Annexure VIII to this Report.

37. BUSINESS RESPONSIBILITY REPORT:

The Business Responsibility Report for the financial year ended March 31, 2019 as stipulated under Regulation 34(2) of SEBI LODR Regulations is attached as part of the Annual Report.

38. AWARDS & RECOGNITIONS:

The Directors take pleasure in informing the Members that the Company, its people and projects were acknowledged with several awards and ratings during the financial year ended March 31, 2019. The details of the award received are given at page 8-10 of this Report.

39. ACKNOWLEDGMENTS:

The Directors wish to place on record their appreciation and sincere thanks to the customers, joint venture partners, shareholders, banks, financial institutions, fixed deposit holders, vendors and other associates, who through their continued support and cooperation, have helped, as partners, in the Company’s progress. The Directors also acknowledge the hard work, dedication and commitment of the employees.

For and on behalf of the Board of Directors

of Godrej Properties Limited

Pirojsha Godrej

Place: Mumbai Executive Chairman

Date : April 30, 2019 (DIN: 00432983)

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