Puravankara Director Report
BSE:532891 | NSE:PURVABE | IND:Real Estate | ISIN code:INE323I01011 | SECT:Real Estate
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Your directors have the pleasure of presenting the 37th Annual Report on the business and operations of Puravankara Limited (“the Company”), together with the audited results for the financial year ended March 31, 2023.
(Rs. in Crores) |
||||
Particulars |
Standalone |
Consolidated |
||
Year ended 31.03.2023 |
Year ended 31.03.2022 |
Year ended 31.03.2023 |
Year ended 31.03.2022 |
|
Total income |
900.74 |
941.38 |
1406.99 |
1381.65 |
Profit before tax |
128.35 |
307.18 |
55.44 |
285.78 |
Profit / (Loss) after tax for the year |
114.24 |
166.07 |
66.52 |
147.56 |
Total Comprehensive Income |
111.75 |
166.44 |
63.33 |
146.04 |
The standalone revenues of the Company stood at Rs. 900.74 crores compared to Rs. 941.38 crores in the previous financial year Correspondingly, the company has earned profit (after tax) of Rs.114.24 crores for the year 2022-23 as against a profit (after tax) of Rs.166.07 crores in the previous financial year
Consolidated revenues of your Company stood at Rs. 1,406.99 crores, as compared to Rs. 1,381.65 crores in the previous financial year, showing an increase of 1.83%. Total consolidated profit after tax for the year stood at Rs. 66.52 Crores compared to the profit after tax of Rs. 147.56 Crore in the previous financial year.
Your Company is in the business of real estate development and sale and follows IND AS 115 for recognition of revenue. Accordingly, revenue can be recognized only when, apart from other related conditions, the house/unit is delivered to the customer The development and delivery of homes/ units take substantial time - often three to five years and hence revenue in respect of such projects can be recognized
only upon such completion. Thus, there is a substantial lag in revenue recognition. Although the sale is confirmed and customer advance is collected and construction is substantially completed, revenue cannot be recognized in line with prevailing regulations. Further, as and when the Company incurs any sales and marketing expenses, the same needs to be accounted as a cost for that period. To ensure successful launch of projects, your Company incurred a substantial amount of marketing expenses and in the financial year 2022-23 too, your Company incurred sales and marketing expenses which have been accounted for the financial year
To ensure balance between revenue and cost, your Company has ensured sufficient spread of its projects across different timelines in a manner to enable continuous delivery of projects and cash flows throughout the year under review. The Company has also started launching plotted development projects which will have a shorter completion cycle.
Puravankara Limited achieved area of 4 million sq. ft. in the financial year 2022-23 as compared to 3.52 million sq. ft. in the previous financial year 2021-22. Despite significant challenges in terms of repo rate increases by RBI and a sluggish economic environment triggered by elevated inflation and pressure on incomes, the sales value increased by 29% on year-on-year basis to Rs. 3,107 crores compared to Rs. 2,407 crores during the previous financial year We accelerated our digital initiatives, which include an exclusive digital launch of two projects and online booking. During the year, the Company launched six projects -Palm Vista, Provident Equinox, Provident Winworth, Purva South Bay, Tivoli Hills and Tree Haven across the State of Karnataka and other cities.
Further, the Company witnessed an increase in home buyers'' interest in larger homes, better amenities and well-designed projects, driving consumers to consider Puravankara. Demand resiliency in residential units, including residential plots, motivated us to have a healthy launch pipeline for FY23, especially with our new vertical Purva Land for plotted development projects. We are well-poised to capture the upcoming recovery in the real estate sector with our full-fledged experience and capabilities.
The Company has introduced “Purva Privilege”, a newly crafted Purva Privilege Program exclusively for Purva residents. A Two-Fold privilege program offering rewards to the resident and the prospective resident of the Company''s residential projects.
In view to augment the future growth of your Company and to conserve cash reserves, the Board of Directors considers not to recommend any dividend for the fiscal year ending March 31, 2023.
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 available at https://www.puravankara. com/backend/assets/uploads/investors_reports/ d2fe959c777dc8cc755e79b34eefc2e7.pdf
Pursuant to Section 123 of the Companies Act, 2013, there is no proposal to transfer any amount to the General Reserve.
DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS AND INTERNAL CONTROL SYSTEMS
The Internal Financial Controls with reference to financial statements as designed and implemented by the Company are adequate. During the year under review, no material or serious observation has been received from the Statutory Auditors and the Internal Auditors of the Company on the inefficiency or inadequacy of such controls.
Adequate internal control systems commensurate with the nature of the Company''s business, size and complexity of its operations are in place and have been operating satisfactorily. Internal control systems comprising of policies and procedures are designed to ensure reliability of financial reporting, timely feedback on achievement of operational and strategic goals, compliance with policies, procedures, applicable laws and regulations. Internal control systems are designed to ensure that all assets and resources are acquired economically, used efficiently and adequately protected.
The paid-up equity share capital remained unchanged at R 118.57 crore as on March 31, 2023. There were no public issues, rights issues, bonus issues or preferential issues, etc. during the year under review.
The Company has not issued any shares with differential voting rights, sweat equity shares, nor has it granted any stock options.
Disclosure regarding issue of Employee Stock Options
No ESOP was granted for the period under review.
During the year your Company issued 2300, Secured, Unlisted, Redeemable Non-Convertible Debentures aggregating to Rs. 230 crores, the same are outstanding as on the date of this report.
During the year under review your Company has not accepted any deposits covered within the ambit of Section 73 of the Companies Act, 2013 and the Rules framed thereunder, and no amount of principal or interest was outstanding as on the Balance Sheet date.
DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)
As on March 31, 2023, the Board of the Company comprised eight (8) Directors of which four (4) are Executive Directors and 4 are Non-Executive Independent Directors. The composition of the Board of Directors is in due compliance with the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
Key Managerial Personnel as per Section 203 of the Companies Act, 2013 as at the date of this report:
S. No. |
Name of the KMP |
Designation |
1. |
Mr. Ravi Puravankara |
Chairman & Whole-Time Director |
2. |
Mr. Nani Rusi Choksey |
Vice Chairman & Whole-Time Director |
3. |
Mr. Ashish Ravi Puravankara |
Managing Director |
4. |
Mr. Abhishek Kapoor |
Executive Director, CEO and CFO |
5. |
Mr. Sudip Chatterjee* |
Company Secretary & Compliance Officer |
*Mr Sudip Chatter]ee was appointed as a Whole-time Company Secretary and Compliance Officer of the Company w.e.f. 26th May 2023. During the financial year, Ms. Bindu D, resigned from the post of Whole-time Company Secretary and Compliance Officer of the Company w.e.f. 10th March 2023.
The Directors of the Company, Mr Ashish Ravi Puravankara and Mr Nani Rusi Choksey, are liable to retire by rotation at the ensuing 37th Annual General Meeting and being eligible, have offered themselves for re-appointment and the same has been recommended by the Board on the recommendation of the Nomination and Remuneration Committee of the Company.
The Notice convening the 37th (Thirty Seventh) Annual General Meeting includes the proposals for the re-appointment of the aforesaid Directors and the brief details indicating the nature of their expertise in specific functional areas and names of the companies in which they hold directorship/ membership/ chairmanship of the Board or Committees, as stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended have been provided as an annexure to the Notice convening the Thirty Seventh Annual General Meeting of your Company. Further, none of the Directors of the Company are disqualified under Section 164(2) of the Companies Act, 2013.
Independent Directors of your Company, are:
• Mr Anup Shah Sanmukh
• Ms. Shailaja Jha
• Mr Kulumani Gopalratnam Krishnamurthy
• Mr Sanjeeb Chaudhuri
The conditions relating to the appointment of an Independent Director specified in the Companies Act, 2013 and the rules made thereunder, and the SEBI Listing Regulations have been duly complied with.
The limit of remuneration (in the form of commission and sitting fees) payable to the Non-Executive Independent Director has been approved by the shareholders at the 36th Annual General Meeting held on September 27, 2022.
DECLARATION BY INDEPENDENT DIRECTORS:
The Independent Directors in their respective disclosures have confirmed that they are independent of the Management and not aware of any circumstances or situation, which exists or may be reasonably anticipated that could impair or impact their ability to discharge their duties. Based on the disclosures received from Independent Directors, the Board of Directors have confirmed that they fulfilled conditions specified in Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI Listing Regulations.
Further, the Board is of the opinion that the Independent Directors of the Company uphold highest standards of integrity and possess requisite expertise and experience required to fulfill their duties as Independent Directors.
ANNUAL PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS
The Nomination and Remuneration Committee (“NRC”) has formulated criteria for Board evaluation, the functioning of its committees and individual Directors including Independent Directors and specified that such evaluation will be done by the NRC and the Board, pursuant to the Act and the Rules made thereunder read with the SEBI Listing
Regulations, as amended. The Company believes that it is the collective effectiveness of the Board that impacts Company''s performance. The Board''s performance is assessed against the roles and responsibilities as provided in the Act and SEBI Listing Regulations. The parameters for the Board''s performance evaluation have been derived from the Board''s core role of trusteeship to protect and enhance shareholders'' value as well as to fulfil expectations of other stakeholders through strategic supervision of the Company.
Evaluation of functioning of Board Committees is based on discussions amongst Committee members and shared by the respective Committee Chairperson with the Board.
Individual Directors are evaluated in the context of the role played by each Director as a member of the Board at its meetings, in assisting the Board in realising its role of strategic supervision of the functioning of the Company in pursuit of its purpose and goals. While the Board evaluated its performance as per the parameters laid down by the NRC, the evaluation of Individual Directors was carried out also as per the laid down parameters, in order to ensure objectivity. The Independent Directors of the Board also reviewed the performance of the Non-Independent Directors and the Board, pursuant to Schedule IV to the Act and Regulation 25 of the SEBI Listing Regulations.
During the financial year 2022-23, eight meetings of the Board of Directors were held on the following dates:
, Sl. No. |
Date of Board Meeting |
1 27.05.2022 |
|
2 |
11.08.2022 |
3 |
26.08.2022 |
4 |
27.09.2022 |
5 |
04.11.2022 |
6 |
17.12.2022 |
'' Sl. No. |
Date of Board Meeting |
I |
7 |
29.12.2022 |
|
8 |
10.02.2023 |
The mandatory requirement of holding meetings of the Board of Directors of the Company, i.e., within the interval of 120 days as provided in section 173 of the Companies Act, 2013 and Regulation 17(2) of SEBI LODR 2015, has been complied with.
For further details, please refer to the report on Corporate Governance forming part of this Annual Report.
The recommendations and suggestions of the Audit Committee and the other Committees of the Board were duly considered and accepted by the management of your Company and implemented accordingly. The Board of Directors further confirm that the Secretarial Standards I and II issued by the Institute of Company Secretaries of India have been complied with.
As on March 31, 2023, the Board had six (6) Committees:
(i) Audit Committee (ii) Nomination and Remuneration Committee (iii) Corporate Social Responsibility Committee (iv) Stakeholders'' Relationship Committee (v) Risk Management Committee and (vi) Management Sub-Committee of the Board.
(i) Audit Committee:
An Audit Committee is in existence in accordance with the provisions of Section 177 of the Companies Act, 2013. Kindly refer section on Corporate Governance, under head ''Audit Committee'' for matters relating to constitution, meetings and functions of this Committee.
(ii) Nomination and Remuneration Committee
A Nomination and Remuneration Committee is in existence in accordance with the provisions of sub-section (1) of Section 178 of the Companies Act, 2013. Kindly refer section
on Corporate Governance, under head ''Nomination and Remuneration Committee for matters relating to constitution, meetings, functions of the Committee; and the remuneration policy formulated by this Committee.
(iii) Corporate Social Responsibility Committee
As per the provisions of Section 135 of the Companies Act, 2013, a Corporate Social Responsibility (CSR) Committee constituted by the Board of Directors exists. For details of the composition of the Committee, the CSR policy and other relevant details that are required to be disclosed under the provisions of Section 134(3)(o) of the Companies Act, 2013 and the Companies (Corporate Social Responsibility Policy) Rules, 2014, kindly refer Annexure which forms part of this report.
(iv) Details regarding other Committee of the Board
For details of other board committees, kindly refer the section on Corporate Governance.
The Company has a Whistle Blower Policy and has established the necessary vigil mechanism for Directors and employees in conformance with Section 177(9) of the Act and Regulation 22 of SEBIListing Regulations, to report concerns about unethical behaviour. The Whistle Blower Policy is available on the Company''s website at: https://www.puravankara. com/backend/assets/uploads/investors_reports/ a9d6776bbb5c7aa68d396c28260c0ab6.pdf
DIRECTORS’ RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Companies Act, 2013, your Directors hereby confirm that:
a) i n preparation of the annual accounts the applicable accounting standards have been followed;
b) the Directors 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 at the year ended March 31, 2023 and of the profit of the Company for that period;
c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
d) the annual accounts of the Company have been prepared on a ''going concern'' basis;
e) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and
f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS
The Independent Directors are familiarized, inter alia, with the Company, their rights, roles and responsibilities, the nature of the industry, the business model of the Company. The details of the same can be viewed at the Company''s website: https://www.puravankara.com/flnancials/PL
ID%20Familiarization%20Programme%202022-23.pdf
AUDITORS & AUDITORS’ REPORT Statutory Auditors
M/s. S R Batliboi & Associates LLP, Chartered Accountants, FRN 101049W/ E300004, were appointed by the members
as Statutory Auditors of the Company for a period of five years from the conclusion of the 36th AGM held on September 27, 2022 till the conclusion of the 41st AGM.
The Audit Committee reviews the independence and objectivity of the Auditors and the effectiveness of the Audit process. The Auditors attend the Annual General Meeting of the Company.
The Statutory Auditors have expressed an unmodified opinion in their Consolidated Auditors'' Report and the Standalone Auditors'' Report in respect of the audited financial statements for the financial year ended March 31, 2023. The Statutory Auditor''s Report for FY23 does not contain any qualifications, reservations or adverse remarks and is enclosed along with the financial statements in the Annual Report.
With regard to the emphasis of matter stated in the Statutory Auditors'' Report as part of the notes to the financial statements, the Board of Directors state that:
The Matters emphasized by the Statutory Auditors along with the Management response are as follows:
(i) Ref. Note 37(b)(iii) in connection with an ongoing litigation with its customer. Pending resolution of the litigation and based on legal opinion obtained by the management, no provision has been made towards the customer’s counter-claims and the underlying receivable and inventory are classified as good and recoverable in the accompanying consolidated financial statements.
Management Response: The Group had initiated legal proceedings against its customer for recovery of receivables of Rs.15 crores, inventories of Rs.1 crore and customer''s counter claim thereon, which is currently pending before the High Court. Pending resolution of the aforesaid litigation, no provision has been made towards the customer’s counter-claims and the underlying receivables and other assets are classified
as good and recoverable in the accompanying financial statements based on the legal opinion obtained by the management and management''s evaluation of the ultimate outcome of the litigation.
(i) Note 37(b)(iv) in connection with certain ongoing property related and other legal proceedings in the Group. Pending resolution of the legal proceedings and based on legal opinions obtained by the management no provision has been made towards any claims and the underlying recoverables, deposits and advances are classified as good and recoverable in the accompanying consolidated financial statements.
Management''s Response: The Group is subject to legal proceedings for obtaining clear and marketable tittle for certain properties wherein the Group has outstanding deposits and advances of Rs.114 crores. Further, the Group has Rs.12 crores recoverable from parties, claims from minority shareholders of a subsidiary of Rs.35 crores and claims from government authorities of Rs.6 crores, which are subject to ongoing legal proceedings. Further, in relation to certain property previously owned by the Group, an individual has initiated legal proceedings claiming title over such property, which is disputed by the Group. Pending resolution of the aforesaid legal proceedings, no provision has been made towards any claims and the underlying recoverable, deposits and advances are classified as good and recoverable in the accompanying financial statements based on the legal evaluation by the management of the ultimate outcome of the legal proceedings.
M/s. GNV & Associates (Firm Registration No.: 000150), the
Cost Auditors of the Company, audited the cost records
of the Company for the financial year ended 2022-23.
There were no qualifications or adverse remarks in the
Cost Audit Report which require any explanation from the Board of Directors.
The Board has re-appointed M/s. GNV & Associates, Cost & Management Accountants, to conduct the audit of cost records for the financial year 2023-24. The Notice convening the Annual General Meeting contains the proposal of remuneration payable to the Cost Auditors for the period 2023-24.
M/s JKS & Co. (Firm Registration No.: P2015KR040800), Company Secretaries conducted the secretarial audit of the Company for the financial year 2022-23. The Secretarial Audit Report for the financial year ended March 31, 2023, is attached herewith, marked as Annexure I to this Report.
Pursuant to Regulation 24A, material unlisted subsidiaries incorporated in India shall undertake secretarial audit. The same has been complied with. The Secretarial Audit Report of the unlisted material subsidiary for the financial year ended March 31, 2023, is attached herewith marked as Annexure IA to this Report.
PARTICULARS OF INVESTMENTS MADE, LOANS GIVEN, GUARANTEES GIVEN AND SECURITIES PROVIDED
Particulars of investments made, loans given, guarantees given and securities provided are disclosed in Note 6 and 7 to the standalone financial statements of the Company.
CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES
All contracts/arrangements/transactions entered into by the Company during the financial year ended March 31, 2023, with related parties were in the ordinary course of business and on an arm''s length basis. During the year, the Company did not enter into any new contracts/ arrangements/transactions with related parties which
could be considered material in accordance with the Company''s policy pertaining to the materiality of related party transactions. A statement to the effect is attached herewith as Annexure II Form AOC-2.
The details of related party transactions form part of note no. 40 of the Standalone Financial Statements of the Company.
The policy on Related Party Transactions and dealing with related party transactions as approved by the Board may be accessed at the Company''s website at: https://www.puravankara.
com/backend/assets/uploads/investors_reports/ de7789a74c639be60fcb5db5e6c6c44a.pdf
CONSOLIDATED FINANCIAL STATEMENTS
The Consolidated Financial Statements of the Company, pursuant to Section 129(3) of the Companies Act, 2013 and Regulation 33 and Regulation 34 of the Listing Regulations and prepared in accordance with the Indian Accounting Standards (IndAS) prescribed by the Institute of Chartered Accountants of India, forms part of this Annual Report.
Your Company and its subsidiaries have adopted IndAS with effect from April 1, 2016 pursuant to the notification by the Ministry of Corporate Affairs on February 16, 2015, notifying the Companies (Indian Accounting Standard) Rules, 2015.
The accounting policies as set out in note 2 to the financial statements have been applied in preparing the financial statements for the year ended March 31, 2023.
As on March 31, 2023, the Company has 25 subsidiary companies (including six step-down subsidiaries in India and 2 step-down subsidiaries in Sri Lanka). Of these, Provident Housing Limited and Starworth Infrastructure &
Construction Limited, are material unlisted subsidiaries of the Company as defined under the SEBI Listing Regulations. Pursuant to Regulation 24 of the Listing Regulations, at least one Independent Director on the Board of the Company shall be a Director on the Board of Directors of an unlisted material subsidiary. Accordingly, the following Independent Directors were appointed on the Board of Directors of material subsidiaries:
Name of the |
Name of the Material |
Date of |
Independent Director |
Subsidiary |
Appointment |
Ms. Shailaja Jha |
Starworth Infrastructure & Construction Limited |
24.05.2023 |
Mr. Anup Shah Sanmukh |
Provident Housing Limited |
23.07.2019 |
During the year under review, Purva Sapphire Land Private Limited and Varishtha Property Developers Private Limited ceased to be immediate subsidiaries and are included in the list of step-down subsidiaries of the Company.
Details of entities which became/ceased to be the Company''s subsidiaries, joint ventures or associate companies are specified in Annexure III.
The link to access policy on material
subsidiaries is: https://www.puravankara.com/
backend/assets/uploads/investors_reports/ ffbd2de7ef26a9e0446199833722ed4b.pdf
STATEMENT RELATING TO SUBSIDIARIES AND THEIR FINANCIAL STATEMENTS
Information regarding each subsidiary pertaining to capital, reserves, total assets, total liabilities, details of investment, turnover, profit before taxation, provision for taxation, profit after taxation/ loss, etc., are attached herewith as Annexure IV (i.e. Form AOC-1).
Your Directors hereby inform you that the audited annual accounts and related information of the subsidiaries will be available for inspection on any working day during business hours at the registered office of the Company.
In accordance with the provisions of Sections 136 of the Companies Act, 2013, the annual financial statements and the related documents of the subsidiary companies of the Company are placed on the Company''s website and may be accessed on the following weblink of the Company''s website under the tab “Financials”, sub-tab “Subsidiary Financials 2022-2023”: https://www.puravankara.com/investors
MATERIAL CHANGES AND COMMITMENTS
There have been no material changes and commitments affecting the financial position of the Company which
have occurred between the end of the financial year of the Company to which the Balance Sheet relates and the date of this Report.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:
Information in accordance with the provisions of Section 134 (3) (m) of the Companies Act, 2013, read with Rule 8 of the Companies (Accounts) Rules, 2014, regarding foreign exchange earnings and outgo:
A. |
CONSERVATION OF ENERGY |
|
i. |
Steps taken or impact on conservation of energy |
During the FY 2022-23, the Company has used electrical units generated by Roof Solar Panels - Photo Voltaic system planned on terraces in projects: Meraki, Bluebell, Zenium, Parkhill, Zentech and Aerocity. |
The system will comprise of roof mounted solar collectors, grid interactive solar controller and distribution system. |
||
The Company has also installed EV Charging facilities in the above projects in order to support conservation of natural energy - petroleum. |
||
Energy metering would be BMS enabled to monitor the energy use. |
||
Compliance to ASHRAE standards is adhered to. |
||
ii. |
Steps taken by the Company for utilizing alternate sources of energy |
The Company has installed Roof Solar Panels - Photo Voltaic in its projects. |
iii. |
Capital investment on energy conservation equipment |
- |
B. TECHNOLOGY ABSORPTION |
||
i. |
Efforts made towards technology absorption |
HVAC systems were designed to provide maximum ventilation. |
ii. |
Benefits derived like product improvement, cost reduction, product development or import substitution |
Use of sustainable building materials certified by CII such as soil cement blocks, fly ash, locally sourced material. |
iii. |
In case of imported technology (imported during the last three years reckoned from the beginning of the financial year): a) Details of technology imported; b) Year of import; c) Whether the technology been fully absorbed; and d) If not fully absorbed, areas where absorption has not taken place and the reasons thereof. |
N.A |
iv. |
Expenditure incurred on Research and Development. |
N.A |
C. FOREIGN EXCHANGE EARNINGS AND OUTGO |
(Amount in INR in Lakhs) |
Particulars |
2022-23 2021-22 |
Foreign Exchange Earnings |
58.86 151.00 |
Foreign Exchange Expenditure |
260.16 1,089.00 |
HIGHLIGHTS OF PERFORMANCE OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES AND THEIR CONTRIBUTION TO THE OVERALL PERFORMANCE OF THE COMPANY*: (Rs. In Cr.) |
|
Profit before % of contribution to the overall performance of the No. Name of the subsidiary Turnover . Profit/Loss taxation Holding Company |
|
1 Starworth Infrastructure & 504.889 11.774 8.123 Construction Limited |
56.05 |
2 Provident Housing Limited 380.868 12.757 8.181 |
42.28 |
*Apart from these two wholly-owned subsidiaries, other wholly-owned subsidiaries, subsidiaries, associates and joint venture companies do not have any significant contribution towards the standalone turnover of Puravankara Limited. |
The Board of Directors of the Company has put in place a Risk Management Policy which aims at enhancing shareholders'' value and providing an optimum risk-reward tradeoff. The risk management approach is based on a clear understanding of the variety of risks that the organization faces, disciplined risk monitoring and measurement and continuous risk assessment and mitigation measures.
The Link to access Risk Management Policy: https:// www.puravankara.com/backend/assets/uploads/ investors_reports/1b1250e43727e6f75b168082da0acf9d.pdf
CORPORATE SOCIAL RESPONSIBILITY (CSR)
According to Section 135 of the Companies Act, 2013, read together with Companies (Corporate Social Responsibility Policy) Rules, 2014 and Schedule VII of the said Act the Company is required to constitute a Corporate Social Responsibility (CSR) Committee comprising of three or more directors, with at least one of them being an Independent Director During the financial year, the
Company has complied with the requirement pertaining to Corporate Social Responsibility.
The Corporate Social Responsibility Policy, authorised by the Board of Directors on the recommendation of the Board''s CSR Committee, has laid the groundwork as a responsible corporate citizen for the long-term sustainability and socio-economic development of underserved and vulnerable areas and communities. Through the Policy, your Company performs comprehensive CSR operations that assure long-term impact, with a strategic perspective in decision-making and ongoing innovation, contributing as much as possible to the sustainable development of people and communities. This commitment adds value to your Company''s standing as an upright member of the community, while also positively influencing your Company''s brand positioning.
During 2022-23, we continued to focus our CSR efforts in building the fundamentals of society:
> Environment and sustainability
> Education
> Art and culture
> Health
> Sports
Below are few of the long-term CSR interventions by Puravankara in its chosen areas:
Medians and park maintenance
Puravankara has been maintaining medians and parks under for 10 years. Medians and parks are adopted from BBMP under the PPP model and an external landscaping team is deployed for maintenance. Presently, we are maintaining 7 medians and 1 park.
Furthermore, the Company has planted 400 species of air purifying, flowering and ornamental plants at park and medians. This has spruced up the public space and roads. Puravankara has won awards for “Well-maintained Medians” from the Department of horticulture, Govt. of Karnataka and the Mysore Horticulture Society organized horticulture shows during Independence Day and Republic Day.
Contribution towards construction of Kalabharathi classrooms
Puravankara has donated Rs. 5 lakhs towards the construction of Kalabharathi classrooms at Bharathiya Vidya Bhavan School, Bangalore. The classrooms are used for teaching fine arts (music, dance, painting etc.) .
Vidyasarathi with Protean and TISS
In line with its vision for an equitable future, Puravankara has partnered with Vidyasaarathi, an online scholarship platform by Protean eGov Technologies Limited (formerly NSDL e-Governance Infrastructure Limited) for colleges in Goa, Pune and Chennai. Through this initiative, Puravankara intends to support students pursuing higher education. Apart from their academic performance, the eligibility criteria included students whose annual family income is less than Rs. 5 lakhs and students belonging to local
community. Students with a single parent or whose families were affected by Covid-19 were given special preference. A total of Rs. 72 lakhs has been disbursed through the scholarship covering 267 students.
Khel Khel Mein in association with Wockhardt Foundation
Puravankara in association with Wockhardt Foundation is contributing towards the Khel Khel Mein Program. This program adopts a unique approach of working with underprivileged children in the age group of 6-12 years in slum communities with an aim of providing a space to engage them in recreational activities within a structured program based on human values and character Under the program, children are provided with opportunity to play with toys and games with an emphasis on human values, English language and basics of maths and science. The focus is to spread happiness and joy to the students while creating awareness about the importance of fun-based learning in the society. Puravankara has contributed towards setting up of 4 Khel Khel Mein centres in Bangalore. Across these centres about 40 children have benefitted from the program.
Live Love Laugh Foundation
Puravankara has partnered with The Live, Love and Laugh Foundation to support the mental wellbeing of vulnerable populations in rural communities. The foundation provides psychiatric consultation and treatment, raising awareness about mental health in rural areas. Puravankara has supported the program for a rural region in Orissa, which offers vocational training to support rehabilitation.
Rashtrotthsana Trust
Puravankara partnered with Jayadev Rashtrotthana Memorial Hospital and Research Centre to ensure affordable healthcare and quality services at the hospital to needy patients.
Miyawaki forest
The Miyawaki forest project that is a Japanese concept for quick forest plantation started with the objective to increase awareness and build ownership among people on the importance of green cover This would also enrich the ground water through comprehensive plantation methodology, thereby increasing soil moisture to support natural vegetation. It will also help in the mitigation of CO2 and enhance production of oxygen, thus contributing towards reduction of global warming. In this project, we have planted 15,000 saplings which will generate 27.7 mn kgs of oxygen and absorb 4.15 mn kgs of CO2 per year The plantation is carried out in 2 government schools in rural Bangalore - Dyavasandra High School and Paduvanagere High School.
Water conservation projects
Puravanakara is working on water conservation projects in association with Biome Environmental Trust. We are executing projects on digging new wells, rejuvenating existing wells and via installation of rainwater harvesting system in public places under the water conservation program. We are also part of the “Million Wells for Bangalore” run by. Puravankara has contributed towards the rejuvenation of 6 wells and 1 Kalyani at Hunasamaranahalli. The rejuvenated water from this well is pumped and supplied by the Town Municipal Council to the municipal wards every day.
The report on CSR activities is attached herewith as Annexure V.
The Corporate and Social Responsibility Policy is available on website of the Company under the tab: https:// www.puravankara.com/backend/assets/uploads/investors_ reports/8c7121b2b88ddd400dd23a74deb1a834.pdf
The annual return of the Company, pursuant to Section 92 of the Companies Act, 2013 is accessible on the link
www.puravankara.com/img/investors/PI_FINAI%70 for%20upload Form MGT 7 FY%202022-23.pdf
PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
The statement containing particulars of employees, including ratio of remuneration to Directors, among others, as required under Section 197(12) of the Companies Act, 2013, read with Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel), Rules, 2014 are attached herewith as Annexure VI to this Report.
REMUNERATION POLICY AND CRITERIA FOR MATTERS REQUIRED UNDER SECTION 178
The Board, as per the recommendation of the Nomination & Remuneration Committee, has framed a Nomination & Remuneration policy, providing: (a) criteria for determining qualifications, positive attributes, and independence of Directors and (b) a policy on remuneration for Directors, Key Managerial Personnel, and other employees. The detailed Remuneration policy may be accessed on the following weblink of the Company''s website:
https://www.puravankara.com/Financials/
Business Responsibility and Sustainability Report
As per clause (f) of sub regulation (2) of regulation 34 of SEBI Listing Regulations, the annual report of the top one thousand listed entities based on market capitalization (calculated as on March 31 of every financial year) shall contain a Business Responsibility Report describing the initiatives taken by the listed entity from an environmental, social and governance perspective, in the format as specified by SEBI. Your company is ranked 828 amongst the listed entities on the basis of market capitalization as on March 31, 2023. The Business Responsibility and Sustainability Report is attached herewith as Annexure VII.
A separate section on Corporate Governance and a certificate from a practising Company Secretary, regarding the compliance of the conditions of Corporate Governance as stipulated under Regulation 34, read with Schedule V of the Listing Regulations forms part of this Annual Report.
The aforementioned certificate from a Practising Company Secretary Mr Nagendra D. Rao is attached.
MANAGEMENT DISCUSSION AND ANALYSIS
A separate section on the Management Discussion and Analysis as stipulated under Regulation 34 of the SEBI Listing Regulations forms part of this Annual Report.
During June 2023, ICRA has reaffirmed the previous rating of the Company as [ICRA] A- / [ICRA]A2 and maintained the outlook on long terms as ''Stable'' for Rs. 3,000 Crore bank facilities of the Company.
SHARES UNDER COMPULSORY DEMATERIALISATION:
The Company''s equity shares are compulsorily tradable in electronic form. As on March 31, 2023, 0.00004722% of the Company''s total paid-up equity capital representing 112 shares (four shareholders) are in physical form and the remaining shares, i.e. 23,71,49,574 (99.99995277%) are in electronic form.
In view of the numerous advantages offered by the depository system, the members holding shares in physical form are advised to avail of the facility of de-materialization.
With effect from April 1, 2019, requests for effecting transfer of securities shall not be processed unless the securities are held in the dematerialized form with a depository. To provide for the future transmission or transposition of securities, the Company has advised that the shares held
in physical mode be held in demat/ electronic mode by converting it into demat mode.
- Particulars |
Number of shares |
% |
DEMAT |
23,71,49,574 |
99.99995277 |
PHYSICAL |
112 |
0.00004722 |
TOTAL |
23,71,49,686 |
100 |
The Code of Conduct to Regulate, Monitor and Report trading by Designated Persons and their Immediate Relatives'' is in compliance with the SEBI (Prohibition of Insider Trading) Regulations, 2015, as amended (''the PIT Regulations'').
Your Company has a Code of Conduct for Prevention of Insider Trading & Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information and the same is placed on the website of your Company. The links for the same are: https://www.puravankara.com/ CodeofConduct/C0DE%200F%20C0NDUCT%20F0R%20 PREVENTI0N%200F%20INSIDER%20TRADING%20(2).pdf
https://www.pura vankara.com/CodeofCond uct/ C0DE%200F%20PRACTICES%20AND%20 PR0CEDURES%20F0R%20FAIR%20DISCL0SURE%20 OF%20UNPUBLISHED%20PRIC....pdf
The Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information including a Policy for determination of legitimate purposes is also in line with the PIT Regulations. Further, the Company has put in place an adequate and effective system of internal controls including maintenance of a structured digital database and standard operating procedures to ensure compliance with the requirements of the PIT Regulations to prevent insider trading.
Your Directors state that:
a) No disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:
1. Neither the Managing Director nor the Whole-Time Directors of the Company receive any remuneration or commission from any of its subsidiaries.
2. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the ''going concern'' status and Company''s operations in the future.
3. There were no proceedings initiated/pending against your Company under the Insolvency and Bankruptcy Code, 2016 which materially impact the business of the Company.
4. There were no instances where your Company required the valuation for one time settlement or while taking the loan from the Banks or Financial institutions.
b) In compliance with the requirements of ''Prevention, Prohibition and Redressal of Sexual Harassment of Women at Workplace Act, 2013'', introduced by the Government of India, which came into effect from December 9, 2013, the Company has adopted a ''Policy to provide Protection Against Sexual Harassment of Women in Workplace'', which has been displayed on the website of the Company and an Internal Complaints Committee has been constituted and functions duly. The status of complaints is as follows:
a. number of complaints filed during the financial year- 1
b. number of complaints disposed-off during the financial year - 1
c. number of complaints pending as on end of the financial year - NIL
5. There are no frauds reported by auditors under sub-section (12) of section 143 and there are no frauds which are reportable to the Central Government.
6. There was no change in the nature of the business of the Company.
Maintenance of cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013, is required by the Company and accordingly, such accounts and records are made and maintained.
We are committed to creating shared value for our shareholders and all stakeholders connected to our business. We could not do this without the loyalty of our employees, business partners and investors. Amid a challenging year, we thank our senior management team and all employees for their hard work and admirable dedication in keeping the business on track. We are also grateful for the support of our business partners, our customers and the communities where we operate. We thank you, our shareholders, for your continued trust in us to stay the course.
For and on behalf of the Board of Directors
Ashish Ravi Puravankara Nani R. Choksey
Managing Director Vice-Chairman
DIN: 00504524 DIN: 00504555
Place: Bengaluru Place: Bengaluru
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