TO THE MEMBERS
The Directors have pleasure in presenting the Thirty- Eighth Directors' Report of
Godrej Properties Limited ("Godrej Properties", "GPL" or "the
Company") along with the financial statements for the financial year ended March 31,
2023.
1. OPERATING RESULTS:
Certain key aspects of the Company's performance (on a standalone basis) during the
financial year ended March 31, 2023, as compared to the previous financial year are
summarized below:
|
|
(Rs. in crore) |
Particulars |
Financial Year 2022-2023 |
Financial Year 2021-2022 |
Revenue from Operations |
1,155.05 |
1,473.45 |
Other Income |
945.00 |
858.48 |
Total Income |
2,100.05 |
2,331.93 |
Profit before Tax |
830.54 |
713.55 |
Profit after Tax |
655.67 |
525.98 |
Other Comprehensive Income |
0.93 |
(1.16) |
Total Comprehensive Income |
656.60 |
524.82 |
Your Company does not propose to transfer any amount to the reserves.
2. DIVIDEND:
In terms of Regulation 43A of the 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 on the
website of the Company at https://www.godrejproperties.com/investor/corporate-
governance
The Board strongly believes that the current market scenario would offer attractive
business development opportunities in the real estate sector and re-investing the capital
in such opportunities would create more wealth and value for the shareholders in the long
term. Accordingly, with a view to create the long term economic value, your Directors have
not recommended any dividend for the year ended March 31, 2023.
3. SHARE CAPITAL:
During the financial year ended March 31, 2023, the Company issued and allotted 33,377
equity shares of Rs.5 each to its eligible employees on exercise of options granted under
the Godrej Properties Limited Employee Stock Option Scheme, 2011 ("GPL ESGS").
As at March 31, 2023, the issued, subscribed and paid-up equity share capital of the
Company stands at 27,80,21,444 equity shares of 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.
A. OVERVIEW OF OPERATIONS:
Godrej Properties delivered another record year in FY2022- 23 by achieving the highest
sales in its history, surpassing the industry growth. This was driven by continued focus
across bringing better products with consumer centric approach, delivering best in class
quality consistently and enhancing customer's trust on the brand.
Godrej Properties achieved a sales volume of 15.2 million square feet and booking value
of Rs.12,232 crore in FY2022- 23, resulting in a growth of 56% Y-o-Y. This was the highest
recorded booking value in the history of the Company. This was evenly distributed across
its four key geographies, each delivering more than 2 million sq. ft. sales and sales
value of more than Rs.2,000 crore in all its four focus markets.
Godrej Properties launched 24 new projects/ phases in FY2022-23, including Godrej
Horizon in Mumbai and Godrej Splendourin Bengaluru, both of which clocked around Rs.1,000
crore within a year of its launch. These remained amongst the most successful residential
project launches for GPL The new project launches were complemented by Rs.6,026 crore of
sustenance sales in FY2022-23 which, again was the highest ever for the company.
Godrej Properties added eighteen new projects with saleable potential of around 29
million sq. ft to its portfolio during the year, 7 in MMR, 5 in NCR, 2 each in Bengaluru
and Pune, and 1 each in Nagpur and Chennai.
On the operational front, Godrej Properties successfully delivered -10.5 million sq.ft
across projects. With this, Godrej Properties has now successfully delivered over ~32
million sq. ft in last five years. The Company's delivery record demonstrates its ability
to operate at a large scale and keep pace with accelerating sales. Separately, Godrej
Properties focused on exploring advanced construction technologies, improving Net Promoter
Score (NPS) and design standardization.
Godrej Properties, among the most respected real estate developers in India, received
90 awards in FY 23. Accolades include Golden Peacock Award for Winner - CSR in Real Estate
Category, ICAI International Sustainability Reporting Awards 2021-22 for Gender Equality
(Gold Award), KPMG
ESG Conclave and Awards 2023 for Winner - Environmental & Social Initiatives
(Infrastructure & Real Estate), Apex India Foundation Quality Excellence in the
Construction sector (Platinum Award - Vikhroli Region), Indian Institute of Industrial
Engineering (Gold Award - Safety).
For the financial year under review, on a consolidated basis, GPL's total income stood
at Rs.3,039 crore, EBITDA was Rs.994 crore and net profit after tax and minority interest
was Rs.571 crore.
5. PROSPECTS AND OUTLOOK:
Despite the interest rate hikes of ~250 bps in last 12 months, the home buying intent
and sales momentum sustained with FY23 being the best-ever year in terms of sales booking
for the industry. Hence, acceptance level of high-single digit mortgage rates remains very
high. We have seen improvement in the prospects of real estate as volume and pricing is
witnessing an uptick across geographies. Home buying is long-term asset where a strong
affordability and financial strength (which is still better than pre-Covid levels) shall
supersede the natural rate-cycle, especially if demand is driven by end use.
Consolidation in the residential real estate sector has only accelerated over the last
few years amid regulatory changes like demonetisation, RERA, NBFC liquidity crisis,
leading to an increase in the market share of branded organized players such as your
Company. Given the pace of urbanization and rising per capita disposable incomes, Godrej
Properties remains optimistic about the long-term prospects in real estate. Consumer
sentiment has remained robust, which will result in a multi-year residential real estate
upcycle, provided price increase is disciplined. Your Company is poised for a high growth
trajectory with a strong brand, pan-India presence and demonstrated track record.
In the post pandemic era, the customer focus on product proposition and quality is very
strong. Increasingly, there has been disproportionate focus by the large organised
developers on better design as per customer preference, best in class experience and
superior quality.
While continuing its focus on the four key markets of Mumbai, National Capital Region,
Bengaluru and Pune, the company is now also looking to enter peripheral markets and tier 2
cities through plotted developments. Godrej Properties shall seek to drive profitability,
improve customer experience and continue to adopt digital technologies. Moreover,
operational momentum for your company is likely to be sustained by its healthy Balance
Sheet and robust project pipeline.
6. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:
There have been no material changes and commitments affecting the financial position of
the Company which have occurred between March 31, 2023 and the date of this Report, other
than those disclosed in this Report. There has been no change in the nature of business of
your Company.
7. 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, 2023, 99.99% of the equity shares of the Company were held in dematerialised form.
8. ANNUAL RETURN:
As required under Section 92 of the Companies Act, 2013 (the "Companies Act")
the Annual Return for the financial year ended March 31, 2023 is available on the website
of the Company and can be accessed at https://www.
godrejproperties.com/investor/annual-reports.
9. NUMBER OF MEETINGS OF THE BOARD:
The Board met 5 (five) times in the financial year ended March 31, 2023 on May 03,
2022, June 24, 2022, August 02, 2022, November 09, 2022 and February 02, 2023. The details
of the attendance of Directors at the Board Meetings during the financial year 2022-23 are
given in the Corporate Governance Report.
10. DIRECTORS' RESPONSIBILITY STATEMENT:
The Directors hereby confirm that: i. in the preparation of the annual financial
statements for the financial year ended March 31, 2023, the applicable accounting
standards have been followed along with proper explanation relating to material
departures, if any.
11. 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, 2023 and of the profits of the
Company for the financial year ended on March 31, 2023.
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 Financial Statements for financial year ended March
31, 2023 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.
11. DIRECTORS AND KEY MANAGERIAL PERSONNEL:
In accordance with the Articles of Associations of the Company and the provisions of
Section 152 of the Companies Act, Mr. Pirojsha Godrej (DIN: 00432983) will retire by
rotation at the ensuing AGM and being eligible, has offered himself for re-appointment.
The resolution seeking Members' approval for his re-appointment forms part of the AGM
Notice. The Board of Directors of your Company has recommended his appointment at the
ensuing AGM.
During the financial year 2022-23, Mr. Mohit Malhotra (DIN: 07074531) resigned from the
position of Managing Director and Chief Executive Officer of the Company from the close of
business hours on December 31, 2022. The Board places on record its sincere appreciation
and gratitude for the tremendous contribution made by Mr. Mohit Malhotra during his tenure
as Managing Director and Chief Executive Officer of the Company. Consequent to his
resignation, he also ceased to be a member of Stakeholder Relationship Committee,
Corporate Social Responsibility Committee, Risk Management Committee, Allotment Committee
and Management Committee.
Based on the recommendation of the Nomination and Remuneration Committee and Board of
Directors, Mr. Gaurav Pandey (DIN: 07229661) was appointed as the Managing Director &
Chief Executive Officer of the Company for a period of 3 consecutive years commencing from
January 01, 2023, pursuant to Sections 196, 197, 198 and 203 of the Companies Act and the
rules made thereunder and other applicable provisions of SEBI LODR Regulations. The
Members have approved his appointment by means of Postal Ballot on December 12, 2022.
The tenure of Mr. Pranay Vakil (DIN: 00433379) as an Independent Director of the
Company was completed at the conclusion of the 37th Annual General Meeting
(AGM) of the Members of the Company held on August 02, 2022. Accordingly, Mr. Pranay Vakil
ceased to be the Director of the Company with effect from August 02, 2022. Consequently,
he also ceased to be a Member of Audit Committee, Nomination and Remuneration Committee
and Corporate Social Responsibility Committee. The Board places on record its gratitude
for the valuable contribution made by Mr. Pranay Vakil during his tenure as an Independent
Director.
The Board of Directors, upon recommendation of the Nomination and Remuneration
Committee, appointed Dr. Indu Bhushan (DIN: 09302960) as an Additional Independent
Director on the Board of the Company with effect from May 03, 2022. His appointment was
approved by the members by means of Postal Ballot on July 04,2022 for a period of 5
consecutive years with effect from May 03, 2022 till May 02, 2027.
Pursuant to the provisions of Section 203 of the Companies Act, the Key Managerial
Personnel of the Company as at the date of this Report are Mr. Pirojsha Godrej (DIN:
00432983) - WholeTime Director designated as Executive Chairperson, Mr. Gaurav Pandey
(DIN: 07229661) - Managing Director & Chief Executive Officer, Mr. Rajendra Khetawat -
Chief Financial Officerand Mr. Ashish Karyekar - Company Secretary & Compliance
Officer.
Save and except the above, there were no changes in the Directors or Key Managerial
Personnel of the Company during the year under review.
12. 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. In the opinion of the Board, the Independent Directors fulfill the
conditions specified in these regulations and are independent of the management. There has
been no change in the circumstances affecting their status as Independent Directors of the
Company.
The Board is also of the opinion that the Independent Directors of the Company possess
requisite qualifications, experience and expertise in the field of finance, strategy,
auditing, tax, risk advisory, financial services and infrastructure and real estate
industry and they hold the highest standards of integrity.
In compliance with rule 6(1) of the Companies (Appointment and Qualification of
Directors) Rules, 2014, all the Independent Directors have included their names in the
data bank of Independent Directors maintained by the Indian Institute of Corporate
Affairs. Since all the Independent Directors of the Company have served as directors in
listed companies or are in the pay scale of Director or equivalent in the Ministry of
Department of the Central Government for a period not less than three years, they are not
required to undertake the proficiency test as per Rule 6(4) of the Companies (Appointment
and Qualification of Directors) Rules, 2014.
13. POLICY ON DIRECTORS' AND KEY MANAGERIAL PERSONNEL'S APPOINTMENT AND REMUNERATION:
The policy on appointment and remuneration including criteria for determining
qualifications, positive attributes, independence of Directors, Key Managerial Personnel
and Senior Management and other matters provided under Section 178(3) of the Companies
Act, is appended as Annexure I to this Report and also is available on the website
of the Company at https://www.godrejproperties. com/investor/corporate-governance.
14. 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 enhance the effectiveness of the 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 Chairperson and the Nomination
& 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 four sections and compiled feedback and suggestions on:
Board processes (including Board composition, strategic orientation and team
dynamics);
Individual committees;
Individual Board members; and
Chairperson's Feedback Report
The performance evaluation criteria for independent directors included a check on their
fulfillment of the independence criteria and their independence from the management.
The following reports were created as part of the evaluation:
Board's Feedback Report
Individual Board Member's Feedback Report
Chairperson's Feedback Report
The overall Board Feedback Report was facilitated by Mr. Amitava Mukherjee along with
the Independent Directors. The Directors were vocal about the Board functioning
effectively but also identified areas that show scope for improvement. The feedback of
Individual Committees and Board Members was shared with the Executive Chairperson.
Following his evaluation, Executive Chairperson's Feedback Report was also compiled.
15. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS:
The Company conducts familiarization programs for Independent Directors to enable them
to understand their roles, rights and responsibilities. The Independent Directors when
they are appointed are given a detailed orientation on the Company, industry, strategy,
policies and Code of Conduct, regulatory matters, business, financial matters, human
resource matters and corporate social responsibility initiatives of the Company.
Presentations are also made at the Board and committee meetings which facilitates them to
clearly understand the business of the Company and the environment in which the Company
operates. Operational updates are provided for them to have a good understanding of
Company's operations, businesses and the industry as a whole. They are periodically
updated on material changes in regulatory framework and its impact on the Company. The
Company's Policy of conducting familiarisation program has been disclosed at the website
of the Company at https://www.godrejproperties.com/ investor/corporate-governance.
16. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:
The details of loans given, investments made, guarantees given and securities provided
by the Company during the financial year under review form parts of the notes to the
standalone financial statements provided in this Annual Report.
17. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
The Company has formulated a policy on related party transactions which is also
available on the website of the Company at https://www.godreiproperties.com/investor/
corporate-governance. All related party transactions are placed before the Audit
Committee for reviewand approval. Prior omnibus approval is obtained for related party
transactions on a quarterly basis for transactions which are of repetitive nature and/or
entered in the ordinary course of business and are at an arm's length basis.
All related party transactions entered during the year were in the ordinary course of
the business and at an arm's length basis. Accordingly, the disclosure of Related Party
Transactions as required under Section 134(3)(h) of the Companies Act and Rule 8(2) of the
Companies (Accounts) Rules, 2014 in Form AOC-2 is not applicable to the Company for FY
2022-23. However, in terms of Regulation 23 of SEBI LODR Regulations, the Company had
obtained the approval of the members of the Company by ordinary resolution through postal
ballot, the results of which were declared on July 05, 2022 and March 24, 2023, for
entering into material related party transactions with its Special Purpose Vehicles which
are considered as its related parties. Accordingly, the details of the material related
party transactions entered into during the year have been reported in Form AOC-2, which is
given in Annexure II to this Report.
The attention of Members is drawn to the disclosures of transactions with related
parties set out in Notes to Accounts (Note No. 44) forming part of the standalone
financial statements. Transactions with a person or entity belonging to the promoter/
promoter group which holds 10% or more shareholding in the Company as required under
Schedule V, Part A (2A) of SEBI LODR Regulations are given as Note No. 44 (on Related
Party Transaction) forming part of the standalone financial statements.
18. PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN
EXCHANGE EARNINGS AND OUTGO:
The particulars with respect to 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 are appended as Annexure III to
this Report.
19. 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, assess, monitor and mitigate business
risks. The composition of the Committee is in compliance with Regulation 21 of the SEBI
LODR Regulations. The business divisions identify the risks at both the enterprise level
and project level and address them through mitigating actions on a continual basis.
The business risks identified are reviewed by the Risk Management Committee and its
implementation is monitored. The key risks and mitigation actions are then placed before
the Audit Committee of the Company.
The Risk Management Policy of the Company is available on the website of the Company at
https://www. godreiproperties.com/investor/corporate-governance
20. 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, as amended, with respect to the CSR
Committee and an Annua I Report on CSR activities undertaken during the financial year
ended March 31, 2023 are appended as Annexure IV to this Report. The CSR Policy is
available on the website of the Company at https://www.godrejproperties.com/
investor/corporate-governance
The Company has not participated in any direct or indirect political contributions and/
or charitable contributions/ sponsorships.
21. SUBSIDIARY AND ASSOCIATE COMPANIES:
A. Subsidiaries
As at March 31, 2023, the Company had 20 unlisted 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, Godrej Hillside Properties Private Limited, Godrej Highrises Properties Private
Limited, Citystar Infraprojects Limited, Godrej Residency Private Limited, Godrej Home
Developers Private Limited, Godrej Skyline Developers Private Limited, Godrej Redevelopers
(Mumbai) Private Limited, Godrej Precast Construction Private Limited, Godrej Green Woods
Private Limited, Godrej Properties Worldwide INC, Godrej Living Private Limited, Ashank
Land & Building Private limited, Wonder City Buildcon Limited (formerly known as
Wonder City Buildcon Private Limited) and Godrej Home Constructions Limited (formerly
known as Godrej Home Constructions Private Limited).
The audited financial statements of all the subsidiaries are available on the website
of the Company www. godrejproperties.com. The Company will make these documents
available to Members upon request made by them.
As at March 31, 2023, 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 Private Limited, Godrej Macbricks Private Limited, Vivrut Developers Private
Limited, Vagishwari Land Developers Private Limited, Yerwada Developers Private Limited
and Madhuvan Enterprises Private Limited* are associate companies of the Company.
During the financial year under review, Ashank Land and Building Private Limited became
a subsidiary of the Company with effect from May 19, 2022 and Wonder City Buildcon Limited
and Godrej Home Constructions Limited became subsidiaries of the Company with effect from
March 29, 2023. Yujya Developers Private Limited ceased to be an Associate entity of the
Company on account of its merger with Madhuvan Enterprises Private Limited vide order of
Hon'ble National Company Law Tribunal, Bengaluru Bench, dated March 16, 2023.
*Share allotment pending as on March 31, 2023.
B. Limited Liability Partnerships (LLPs)
The Company is a partner in the following LLPs as of March 31, 2023:
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. Godrej Amitis Developers LLP
10. Godrej Construction Projects LLP
11. Godrej Housing Projects LLP
12. Mahalunge Township 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 Dwellings LLP
19. Godrej Skyview LLP
20. Godrej Green Properties LLP
21. Maan - Hinje Township Developers LLP
22. Godrej Projects (Soma) LLP
23. Godrej Projects North Star LLP
24. Godrej Projects North LLP
25. Godrej Reserve LLP
26. Godrej Athenmark LLP
27. Godrej Vesta mark LLP
28. Godrej Irismark LLP
29. Manjari Housing Projects LLP
30. Rosebery Estate LLP
31. Embellish Houses LLP
32. Godrej City Facilities Management LLP
33. Suncity Infrastructure (Mumbai) LLP
34. Godrej Florentine LLP
35. Godrej Odyssey LLP
36. Godrej Olympia LLP
37. Ashank Realty Management LLP
38. Ashank Facility Management LLP
39. Manyata Industrial Parks LLP
40. Universal Metro Properties LLP
C. Material Unlisted Indian Subsidiary:
As at March 31, 2023, Godrej Projects Development Limited and Oasis Landmarks LLP are
considered as material unlisted Indian subsidiaries under Regulation 24 of SEBI LODR
Regulations.
22. 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 Integrated 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 the performance of subsidiaries, associates and joint venture companies
and their contribution to the overall performance of the Company are given as Annexure
A in consolidated financials.
23. DETAILS RELATING TO DEPOSITS COVERED UNDER CHAPTER V OF THE COMPANIES ACT, 2013:
Sr. No. |
Particulars |
(Rs. in crore) |
1 |
Accepted during the year |
0 |
2 |
Remained unpaid or unclaimed as at the end of the year |
0.03 |
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 |
0 |
|
(ii) maximum during the year |
0 |
|
(iii) at the end of the year |
0 |
4 |
Details of deposits which are not in compliance with the requirements
of Chapter V of the Companies Act |
0 |
The Company has not accepted any deposits from its Directors.
2k. 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 a sample basis. The controls are
reviewed by the management periodically and deviations, if any, are reported to the Audit
Committee periodically.
26. AUDIT COMMITTEE OF THE COMPANY:
The Audit Committee comprises of 4 (four) Independent Directors, viz. Mr. Amitava
Mukherjee (Chairperson), Mrs. Lalita D. Gupte, Ms. Sutapa Banerjeeand Dr. Indu Bhushan.
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. The details of the
role and responsibilities of the Audit Committee, the particulars of meetings held and
attendance of the members at such meetings are given in the report on Corporate
Governance, which forms part of the Integrated Annual report. During the Financial Year
under review, the recommendations made by the Audit Committee were accepted by the Board.
27. 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 Integrated Annual Report.
28. STATUTORY AUDITORS AND STATUTORY AUDITORS' REPORT:
On the recommendation of the Audit Committee and the Board of Directors, the Members at
the 37th Annual General Meeting held on August 02, 2022 had re-appointed M/s.
BSR & Co. LLP, Chartered Accountants (Firm Registration No. 101248W/W-100022), as the
Statutory Auditors for the second term of five consecutive years i.e. from the conclusion
of the 37th Annual General Meeting till the conclusion of the 42nd
Annual General Meeting of the Company to be held in the year 2027.
The Report issued by M/s. BSR & Co. LLP on the financial statements of the Company
for the financial year ended March 31, 2023 forms part of the Integrated Annual Report.
There are no qualifications, reservations or adverse remarks or disclaimers made by M/s.
BSR & Co. LLP, Statutory Auditors, in their report.
29. COST RECORDS AND COST AUDITORS:
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 for the financial
year ended March 31, 2023.
Pursuant to Section 148 of the Companies Act, the Board of Directors of the Company
has, on the recommendation of the Audit Committee, appointed M/s. R Nanabhoy & Co,
Cost Accountants, as Cost Auditors of the Company forthe financial year 2023-24 at a
remuneration as mentioned in the Notice convening the AGM. The Company has received their
written consent that the appointment is in accordance with the applicable provisions of
the Companies Act and rules framed thereunder. The Cost Auditors have confirmed that they
are not disqualified to be appointed as the Cost Auditors of the Company for the financial
year 2023-24.
As required under the Companies Act, the remuneration payable to Cost Auditors must be
placed before the Members at a general meeting for ratification. Hence, a resolution for
the same forms part of the Notice of the ensuing AGM.
30. SECRETARIAL AUDIT REPORT:
The Board of Directors of the Company has appointed M/s. A K Jain & Co., Practicing
Company Secretary, to conduct the Secretarial Audit and his Report on Company's
Secretarial Audit is appended to this Report as Annexure V.
There are no qualifications, reservations oradverse remarks or disclaimers made by M/s.
A K Jain & Co., Company Secretary in practice, in their Secretarial Audit Report for
the financial year 2022-23.
The Company's unlisted material subsidiary company-Godrej Projects Development Limited
("GPDL") undergoes Secretarial Audit. A copy of the Secretarial Audit Report of
GPDL is available on the website of the Company.
The Annual Secretarial Compliance Report as required under Regulation 24Aof SEBI LODR
Regulations has been submitted to the stock exchanges within 60 days of the end of the
financial year.
The Company has complied with Secretarial Standards on Meetings of the Board of
Directors (SS-1) and General Meetings (SS-2) issued by the Institute of Company
Secretaries of India and adopted under the Companies Act.
31. REPORTING OF FRAUDS BY AUDITORS:
During the financial year under review, the Statutory Auditors, Cost Auditors and
Secretarial Auditors have not reported any instances of frauds committed in the Company by
its officers or employees to the Audit Committee or to the Central Government under
Section 143(12) of the Companies Act, details of which needs to be mentioned in this
Report.
32. 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.
33. 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 the Securities and
Exchange Board of India ("SEBI"). The Report on Corporate Governance as
stipulated under SEBI LODR Regulations forms part of the Integrated Annual Report. A
certificate from the M/s. B N P & Associates, Company Secretaries in practice,
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.
34. 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 form part of the
Corporate Governance Report.
35. PARTICULARS OF EMPLOYEES:
Disclosures with respect to the remuneration of directors and employees as required
under Section 197(12) of the Companies Act and Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 ("Remuneration Rules") has
been appended as Annexure VI to this Report. As per the second proviso to Section 136(1)
of the Companies Act and the second proviso of Rule 5 of the Remuneration Rules, the
Directors' Report and Financial Statements are being sent to the Members of the Company
excluding the statement of particulars of employees under Rule 5(2) and (3) of the
Remuneration Rules. If any Member is interested in obtaining a copy thereof, the Member
may write to the Company Secretary, whereupon a copy would be sent to such Member.
36. EMPLOYEES STOCK OPTION SCHEMES:
As required in terms of the SEBI (Share Based Employee Benefits and Sweat Equity)
Regulations, 2021, the disclosure relating to Godrej Properties Limited Employee Stock
Grant Scheme, 2011 ("GPL ESGS") is appended as Annexure VII to this Report.
37. BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORT:
The Business Responsibility & Sustainability Report for the financial year ended
March 31, 2023 as stipulated under Regulation 34(2) of SEBI LODR Regulations is attached
as part of the Integrated Annual Report.
38. TRANSFER OF UNPAID/UNCLAIMED DIVIDEND/ EQUITY SHARES TO INVESTOR EDUCATION AND
PROTECTION FUND:
Pursuant to the provisions of Section 124 of the Companies Act, Investor Education and
Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 read with
the relevant circulars and amendments thereto, the amount of dividend remaining unpaid or
unclaimed for a period of seven years from the due date is transferred to the Investor
Education and Protection Fund ("IEPF"). The equity shares in respect of which
dividend has remained unpaid/unclaimed for a period of seven consecutive years are also
transferred by the Company to the designated Demat Account of the IEPF Authority.
39. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND
BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONG WITH THEIR STATUS AS AT THE END
OF THE FINANCIAL YEAR:
One of the home buyers in the project Godrej Icon, Gurgaon being developed by Oasis
Landmarks LLP (wherein Godrej Properties Limited is a partner) had filed an application
with NCLT, Mumbai under Insolvency and Bankruptcy Code, 2016 against GPL for a refund of
Rs.28.82 lakh against cancellation of flat booking. The Petitioner subsequently filed a
Memorandum for withdrawal of the application. Accordingly, NCLT by its order dated October
14, 2022 closed the matter as withdrawn.
There were no other applications made or any proceedings pending against the Company
under Insolvency and Bankruptcy Code, 2016 during the financial year.
40. DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME
SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL
INSTITUTIONS ALONG WITH THE REASONS THEREOF
During the financial year under review, there were no instances of one-time settlement
with any Bank or Financial Institution.
41. CREDIT RATING:
The details of the credit ratings awarded to the Company are provided in the Corporate
Governance Report forming part of the Integrated Annual Report.
42. INTEGRATED REPORTING:
The Company has drawn up an Integrated Annual Report that provides both financial and
non-financial information, including the organisation's strategy, governance framework,
performance and prospects of value creation based on six forms of capital based on the GRI
standards.
43. 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, 2023. The details of the awards received are given in the Integrated Annual
Report.
44. 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 the growth of
the Company and look forward to their continued involvement and support.
For and on behalf of the Board of
Directors of Godrej Properties Limited
Pirojsha Godrej
Executive Chairperson
(DIN: 00432983)
Place: Mumbai
Date: May 03, 2023
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