BOARD'S REPORT TO THE MEMBERS
Your Directors present their twenty-fourth report together with the audited financial
statement of your Company for the financial year ended on 31st March, 2023.
FINANCIAL HIGHLIGHTS (STANDALONE)
(Rs In lakh)
_ |
2023 |
2022 |
Income from Operations |
47,191 |
25,281 |
Other Income |
15,621 |
5,369 |
Total Income |
62,812 |
30,650 |
Profit / (Loss) Before Depreciation, Finance cost and Taxation |
4,436 |
(7,070) |
Less: Depreciation |
966 |
618 |
Profit / (Loss) Before Finance cost and Taxation |
3,470 |
(7,688) |
Less: Finance Cost |
851 |
474 |
Profit / (Loss) Before exceptional item & Taxation |
2,619 |
(8,162) |
Less: Exceptional Item (Income)/Expense |
(12,437) |
(10,412) |
Profit / (Loss) after exceptional item and before Tax |
15,056 |
2,250 |
Less: Provision for Taxation |
|
_ |
Current Tax |
- |
- |
Deferred Tax / (Reversal Deferred Tax) |
(69) |
(2,039) |
Profit / (Loss) After Tax |
15,125 |
4,289 |
Add: Balance of Retained earnings of earlier years |
31,459 |
27,139 |
Retained earnings available for appropriation |
46,584 |
31,428 |
Add: Other Comprehensive Income / (Loss)1 |
1 |
31 |
Less: Dividend paid on equity shares |
(3,091) |
- |
Retained earnings carried forward |
43,495 |
31,459 |
1 Re-measurement of (loss)/gain (net) on defined benefit plans, recognised as part
of retained earnings.
DIVIDEND
For the Financial Year 2022-23, your Directors, out of the profits of the financial
year 2022-23, have recommended a dividend of ` 2.30/- (23 percent) per equity share of
face value of ` 10 each on the Share Capital of the Company. The equity dividend outgo for
the Financial Year 2022-23 would absorb a sum of ` 3,563.37 lakh. Dividend will be
payable, subject to approval of members at the ensuing Annual General Meeting and
deduction of tax at source, to those Members whose names appear in the Register of Members
/ list of Beneficial Owners as on Wednesday 19th July, 2023 (Book Closure
Date). The Board of your Company decided not to transfer any amount to the General Reserve
for the year under review.
DIVIDEND DISTRIBUTION POLICY
In terms of Regulation 43A of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 (LODR Regulations), the Board of Directors of the Company has formulated
and adopted a Dividend Distribution Policy'. The Policy is attached herewith and
marked as Annexure 1 and is also available on the Company's website at MLDL
Dividend Distribution Policy.
RESERVES
During FY 2022-23, no amount has been transferred to any reserves.
OPERATIONS / STATE OF THE COMPANY'S AFFAIRS
Despite global headwinds, India saw remarkable stability in its macroeconomic
environment and registered a strong performance during the year. India's GDP grew by 7% in
2022-23, compared to 9.1% in the previous year, with strong contribution from both private
consumption expenditure as well as public investment.
During the year, your Company launched three new projects
Citadel and Nestalgia in Pune, and Eden Kanakpura in Bengaluru. It also launched
fresh inventory in six of its existing projects. It registered sales of Rs ` 1,812 crore
in 2022-23, which is its best ever performance and significantly higher than Rs1,028 crore
achieved in the previous year. Area sold also increased from 1.28 million square feet
(msft) in 2021-22 to 2.23 msft in 2022-23.
Overall, in the residential business, the Company is currently developing 6.62 msft
with another 7.07 msft available in the form of forthcoming projects new phases of
ongoing projects and new projects that are under planning.
The integrated cities and industrial clusters business also witnessed strong growth
during the year, with leasing of 158 acres of land in 2022-23, compared to 111 acres in
the previous year. Most of the leasing activity during the year happened in Mahindra World
City, Jaipur and Origins Chennai. Total lease premium generated in 2022-23 was Rs456
crore, again a considerable increase over ` 297 crore generated in 2021-22.
Total income of your Company as a standalone entity increased from ` 30,650 lakh in
2021-22 to ` 62,812 lakh in 2022-23. The Company reported a profit before taxes of Rs2,619
lakh in 2022-23. After accounting for an exceptional gain, profit before taxes (PBT) stood
at ` 15,056 lakh. Profit after taxes (PAT) in 2022-23 was ` 15,125 lakh as compared to Rs
` 4,289 lakh in 2021-22.
Total consolidated income of your Company increased from Rs40,824 lakh in 2021-22 to `
65,956 lakh in 2022-23. PBT after incorporating share in profit of Associates stood at `
3,786 lakh in 2022-23. After accounting for an exceptional gain, PBT increased to ` Rs
10,567 lakh in 2022-23. Consolidated PAT was Rs `10,283 lakh in 2022-23.
The Company recorded an exceptional gain on account of (a) successful launch of a phase
of an existing residential project, Luminare' at NCR developed by Mahindra Homes
Private Limited (MHPL), a subsidiary and also joint venture of the Company and (b)
de-recognization of Company's investment in the subsidiaries of the Company, viz. Mahindra
Integrated Township Ltd. (MITL) and Mahindra Residential Developers Ltd. (MRDL) which got
amalgamated with one of the subsidiaries, Mahindra World City Developers Ltd. (MWCDL).
Based on carrying value of company's investment in MHPL and estimated Net Present Value of
forecasted cash flows expected to be generated by MHPL and fair value of consideration due
to amalgamation of MITL and MRDL, the Company registered exceptional gain of ` Rs 12,437
lakh and
` 6,780 lakh in the standalone and consolidated financial results, respectively, for
the year ended March 31, 2023.
No material changes and commitments have occurred after the close of the year till the
close of this Report, which affects the financial position of the Company.
AWARDS AND RECOGNITION
Your Company and its subsidiaries received several awards and recognitions during the
financial year 2022-23, a testimony to the Company's well established policies and process
and its continuous efforts to drive sustainability across value chain Some of the
prestigious awards received are as under:
The Company was awarded as one of India's Top Builders 2022' in the
National category by Construction World Architect and Builder Awards 2022.
The Company ranked 1st in Asia in Public Disclosure'
(3rd year in a row) by Global Real Estate Sustainability Benchmark.
The Company received Leadership' status in 2022 under Climate Change and
Water Security category by Carbon Disclosure Project (CDP). Your Company is the only real
estate company from India to receive Double A rating by CDP for Climate Change and Water
Security.
The Company is awarded as a Supplier Engagement Leader 2022' by CDP.
The Company bagged 1st position in Sustainability Performance
Award' category in 13th edition of Corporate Governance &
Sustainability Vision Awards 2022 (4th year in a row) by Indian Chamber
of Commerce.
Mahindra World City, Chennai is awarded as Best Smart city/Sub city Projects'
by Construction Industry Development Council (CIDC) Vishwakarma Awards.
Awarded innovative Marketing Concept of the Year for the project - Mahindra Nestalgia
at 14th Realty+ Conclave & Excellence Awards 2023 in Pune Region.
SHARE CAPITAL
During the year, the Company has issued and allotted 50,000 and 99,921 equity shares of
` 10 each to the eligible employees pursuant to exercise of stock options granted under
Employee Stock Option Scheme 2006 (ESOS 2006) and Employee Stock Option
Scheme 2012 (ESOS 2012), respectively.
Consequently, the issued equity share capital of the Company has increased from `
15,467.05 lakh to ` 15,482.04 lakh and the subscribed and paid-up equity share capital of
the Company has increased from ` 15,451.73 lakh to ` 15,466.72 lakh.
The allotment of 153,189 equity shares of the Company has been kept in abeyance in
accordance with Section 206A of the Companies Act, 1956 (now corresponding to Section 126
of the Companies Act, 2013), till such time the title of the bona fide owners of the
shares is certified by the concerned Stock Exchange or the Special Court (Trial of
offenses relating to transactions in Securities).
During the year, Company has not issued any equity shares with differential rights or
any sweat equity shares.
EMPLOYEE STOCK OPTIONS SCHEME
Beginning 1st April, 2023 till the date of the Report, Nomination
Remuneration Committee (NRC) approved grant of total 68,929 Stock Options under ESOS-2012
to the eligible employees, at an exercise price of ` 10 each which is equal to the face
value of the equity share of the Company. No stock options were granted under ESOS-2006.
The Company does not have any scheme envisaged under Section 67 of the Companies Act,
2013 ("the Act") in respect of shares on which voting rights are not directly
exercised by the employees.
During the year, no change was made to the existing schemes i.e. ESOS 2006 and
ESOS 2012. The existing schemes are implemented in compliance with Securities and
Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021
(SBEB&SE Regulations) and other applicable Regulations and Circulars in force, from
time to time.
A certificate from the Secretarial Auditor will be placed before the members at the
Annual General Meeting confirming that the above-mentioned Schemes i. e. ESOS-2006 and
ESOS-2012 have been implemented by the Company in accordance with SBEB&SE Regulations
and resolution passed by the Members of the Company.
The disclosure in relation to ESOS-2006 and ESOS-2012 under the SBEB&SE Regulations
is uploaded on the website of the Company at www.mahindralifespaces.com
HOLDING COMPANY
As on 31st March, 2023, the Promoter and the Holding company i.e. Mahindra
and Mahindra Limited (M&M) holds 7,93,19,550 equity shares representing 51.28 percent
of the total paid-up equity capital of the Company. Consequent to allotment of equity
shares to eligible employees under ESOS-2006 and ESOS-2012, the percentage shareholding of
M&M was reduced by 0.05 percent during the year.
The Company continues to be a Subsidiary Company of M&M. All subsidiary companies
of the Company are consequently subsidiary companies of M&M.
SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES AS PER COMPANIES ACT, 2013
A report highlighting the performance of each of the subsidiaries, associates and joint
venture companies as per the Act, and their contribution to the overall performance of the
Company is provided in the consolidated financial statement at note no 44(b).
SUBSIDIARY AND JOINT VENTURE COMPANIES
Mahindra World City (MWC), Chennai, is being implemented by Mahindra World City
Developers Limited (MWCDL), an 89:11 joint venture between the Company and the Tamil Nadu
Industrial Development Corporation Limited (TIDCO), respectively. MWC, Chennai is India's
first integrated business city and corporate India's first operational SEZ spread across
1,524 acres with a leasable potential of 1,145 acres and comprising of multi sector
Special Economic Zones (SEZs) and a Domestic Tariff Area (DTA) and Residential &
Social Zone (R&S). It is the first township in India to receive the Green Township
Certification (Stage I Gold certification) from IGBC. MWC, Chennai has leased 100 percent
of its existing land inventory in the SEZ and DTA, but continues to offer lease options in
the R&S. During the year, MWCDL has received an approval from National Company Law
Tribunal, Chennai, for amalgamation of Mahindra Integrated Township Limited (MITL) and
Mahindra Residential Developers Limited (MRDL) with MWCDL and consequently, MITL and MRDL
ceased to exist effective from 30th December, 2022, and all assets and liabilities of MITL
and MRDL have been transferred and vested to MWCDL.
Mahindra World City (MWC), Jaipur, is being implemented by
Mahindra World City (Jaipur) Limited (MWCJL), a 74:26 joint venture between the
Company and Rajasthan State Industrial Development & Investment Corporation Limited
(RIICO), a Government of Rajasthan enterprise, respectively. The project is spread across
2,946 acres of land and a leasable potential of 2,011 acres and offers multi product SEZ,
along with DTA and Social & Residential Infrastructure. The Company has partnered with
International Finance Corporation (IFC), a member of the World Bank Group for the
development of MWC, Jaipur. IFC has invested ` 19,480 lakh in MWCJL and is entitled to
economic rights to the extent of 50% on 500 acres of gross land comprising first 250 acres
of SEZ and first 250 acres of DTA. In FY 2022-23, MWCJL continues its steady performance
with leasing revenue of ` 20,100 lakh.
Mahindra Industrial Park Chennai Limited (MIPCL), is a 60:40 joint venture between
MWCDL and Sumitomo Corporation, Japan, respectively. MIPCL is setting up an industrial
cluster in North Chennai (the NH-16 corridor) on approximately 289 acres with a leasable
potential 209 acres under the brand Origins by Mahindra World City'. Till date,
MIPCL has leased 127 acres of industrial land. MIPCL has achieved significant milestone
with leasing of 52 acres of land to Mitsubishi Electric India Private Limited for setting
up a facilty to manufacture air conditioners and compressors. In FY 2022-23, MIPCL has
contributed nearly 45 percent of the total leasing revenue of IC&IC business. MIPCL
clocked leasing revenue of ` 20,500 lakh as compared to nil leasing revenue in FY2021-22.
Mahindra Industrial Park Private Limited (MIPPL), a wholly owned subsidiary of the
Company, has acquired around 340 acres of contiguous land at Jansali near Ahmedabad for
setting up an industrial cluster having leasable potential of 255 acres. The Company has
partnered with International Finance Corporation (IFC), a member of the World Bank Group
for the development of project at Jansali. IFC, till date, has invested ` 7,565 lakh in
MIPPL and is entitled to economic rights to the extent of 50% in MIPPL.
Mahindra Homes Private Limited (MHPL), is a 73.38:26.62 joint venture between the
Company and Actis Mahi Holding (Singapore) Private Limited (Actis'), respectively
and is developing in collaboration with a developer and landowning companies, a group
housing project "Luminare" at NCR on approximately 6.80 acres. It has completed
a residential project "Windchimes" at Bengaluru on approximately 5.90 acres. In
the year 2022-23, MHPL received approval from National Company Law Tribunal, Mumbai for
reduction in equity share capital of 17,000 equity shares each of Series B and Series C
held by Actis and the Company at an aggregate consideration of ` 7,092.74 lakh each paid
to the Company and Actis. In the year 2022-23, MHPL has launched third phase of its
existing residential project, Luminare Phase 3' with development potential of
0.43 msft.
Mahindra Bloomdale Developers Limited (MBDL) is a wholly owned subsidiary of the
Company. MBDL is developing a gated residential community Bloomdale' approximately
25.2 acres at Multi-modal International Hub Airport at Nagpur with development potential
upto 1.55 msft of which 1.18 msft is completed and balance is ongoing. In the year
2022-23, MBDL launched a residential project, Nestalgia' at Pimpri, Pune on 3.2
acres of land parcel offering development potential of approx. 0.53 msft.
Mahindra Happinest Developers Limited (MHDL) is a 51:49 joint venture between the
Company and HDFC Capital Affordable Real Estate Fund I (HDFC), respectively. Its
project include Happinest Palghar 1 & 2', Mahindra Happinest Kalyan -1'
having development potential of upto 1.63 msft.
Mahindra Infrastructure Developers Limited (MIDL), a wholly owned subsidiary of the
Company, is an equity participant in the project company namely, New Tirupur Area
Development Corporation Limited (NTADCL) implementing the Tirupur Water Supply and
Sewerage project.
Mahindra Water Utilities Limited (MWUL) is engaged in the business of operation and
maintenance services for water and sewerage facilities at Tirupur, India and is a 98.99%
subsidiary of Mahindra Infrastructure Developers Limited and consequently, a subsidiary of
the Company.
Knowledge Township Limited (KTL), a wholly owned subsidiary of the Company will be
developing an industrial park in Maharashtra under the brand Origins by Mahindra
World City' for which the Company is in the process of procuring the required land area.
KTL is focusing on completing necessary compliances and obtaining requisite approvals for
acquisition of land parcels to achieve contiguity.
Deep Mangal Developers Private Limited (DMDPL) is a subsidiary of Mahindra World
City (Maharashtra) Limited and consequently a subsidiary of the Company. DMDPL intends to
develop approx. 1,300 acres land at Murud on southern coast of Maharashtra as a one-of-its
kind tourist destination catering to globally growing need of holistic healthcare and
wellness tourism, besides promoting adventure and heritage tourism.
Mahindra World City (Maharashtra) Limited, Industrial Township (Maharashtra)
Limited, Moonshine Construction Private Limited, Mahindra Knowledge Park (Mohali) Limited
and Anthurium Developers Limited, subsidiaries of the Company are evaluating viable
business opportunities.
ASSOCIATE / JOINT VENTURE COMPANIES
In the year 2022-23, the Company has partnered with Actis, a leading global investor in
sustainable infrastructure, for developing industrial and logistics real estate facilities
across India. As part of the arrangement, the Company or its Affiliates and Actis or its
Affiliates will jointly invest in Asset Owning SPVs and in an entity that will provide
business services to the Asset Owning SPVs (Service Entity) in the range of 26 to 40
percent by the Company or its Affiliates and balance by Actis or its Affiliates.
Accordingly, the Company and an Affiliate entity of Actis has formed a Service Entity, AMIP
Industrial Parks Private Limited (AMIP), in which the Company holds 26 percent making
it an associate company of the Company.
During the year, two of the subsidiaries, Mahindra Integrated Township Limited and
Mahindra Residential Developers Limited, consequent to amalgamation with Mahindra World
City Developers Limited, ceased to be the subsidiaries of the Company and AMIP became
associate company of the Company.
Except above, no company became or ceased to be a Subsidiary / Associate / Joint
Venture company of the Company.
CONSOLIDATED FINANCIAL STATEMENT
The audited consolidated financial statement of the Company prepared in accordance with
the applicable Accounting Standards along with all relevant documents and the Auditors'
Report forms part of this Annual Report.
The audited financial statement of each of the subsidiaries is placed on the website of
the Company at web link: Mahindra Lifespace Annual Report
The Company will provide the financial statements of subsidiaries upon receipt of a
written request from any member of the Company interested in obtaining the same. The
financial statement of subsidiaries will also be available for inspection at the
Registered Office of your Company during working hours up to the date of the Annual
General Meeting.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The Management Discussion and Analysis Report, which gives a detailed account of state
of affairs of the operations of the Company and its subsidiaries, forms part of this
Annual Report.
CORPORATE GOVERNANCE
A report on Corporate Governance affirming compliance with the Corporate Governance
requirements under SEBI LODR forms part of this Annual Report.
BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT (BRSR)
The Company regularly carries out several initiatives that contribute to sustainability
and well- being of the environment and communities in which it operates. The Company is
committed to demonstrate integration of green and climate responsive designs in our
products and it aims to be seen as leader in net zero and climate responsive developments
in the years to come. Sustainability is thus a core agenda for the Company. The Business
Responsibility & Sustainability Report (BRSR) which provide insights on the
initiatives taken by the Company from an environmental, social and governance perspective
forms part of this Annual Report.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
The Company has constituted a Corporate Social Responsibility (CSR) Committee. As on 31st
March, 2023, the CSR Committee comprise one Independent Director, Ms. Amrita Chowdhury,
one Non-Executive Non-Independent Director, Ms. Asha Kharga and a Managing Director &
CEO, Mr. Arvind Subramanian. Ms. Amrita Chowdhury is the Chairperson of the Committee. The
role of the Committee, inter alia, is to formulate and recommend to the Board, a Corporate
Social Responsibility Policy, expenditure to be incurred on the CSR activities, an annual
action plan in pursuance of its CSR policy etc.
The objective of the CSR policy is to:
Promote a unified approach to CSR to incorporate under one umbrella the diverse range
of the Company's philanthropic activities, thus enabling maximum impact of the CSR
initiatives;
Ensure an increased commitment at all levels in the organisation, to operate in an
economically, socially and environmentally responsible manner while recognising the
interests of all its stakeholders;
Encourage employees to participate actively in the
Company's CSR and give back to the society in an organised manner through the employee
volunteering programme called Employee Social Options.
The Company's CSR policy is available on the Company's web link at MLDL CSR Policy.
The Company registered an average loss during the immediately preceding three financial
years and therefore, the provision with respect to CSR spending was not applicable for the
financial year ended on 31st March, 2023.
The annual report on the CSR activities is attached herewith and marked as Annexure
2 to this Report.
DIRECTORS
During the year, Mr. Arun Nanda, the long-serving Chairman of the Company, retired from
the Board and as Chairman of the Company effective 28th July, 2022. Mr. Nanda
retired to spend more time with his Foundations working with senior citizens and skilling
of youth, particularly in the tribal areas. Mr. Nanda joined the Board of the Company in
the year 2001 and was appointed as Chairman of the Company in the year 2010. Mr Nanda, an
exceptional leader, had a deep impact on the Real Estate Sector of the Mahindra Group.
Under his stewardship, the Company forayed into multiple markets and segments and
established successful partnerships with marquee private equity players. It was under his
guidance, the Company acquired strategic assets at various locations. The Board truly
appreciate his contribution to the Mahindra Group, and his pioneering work in setting up
the country's first SEZ under the PPP model, Mahindra World City at Chennai and later
replicating the successful model in Jaipur. His contribution to critical industry areas
such as skill development is significant. He remains an integral part of the Mahindra
Group as he continues to support the next generation of leaders.
Consequent to above, Mr. Ameet Hariani, Independent Director, was appointed as the
Chairman of the Board and the Company effective 28th July, 2022.
Pursuant to Section 152 of the Companies Act, 2013 and Article 116 of the Articles of
Association of the Company, Ms. Asha Kharga (DIN: 08473580), Non-Executive Non-Independent
Director retires by rotation at the ensuing 24th Annual General Meeting of the
Company and being eligible has offered herself for re-appointment. The Nomination and
Remuneration Committee and the Board have recommended her reappointment at the forthcoming
Annual General Meeting as a Non-Executive Non-Independent Director of the Company, liable
to retire by rotation.
The Board of Directors, pursuant to recommendation of Nomination & Remuneration
Committee, appointed Ms. Rucha Nanavati (DIN: 09684920) as an Additional Director in the
category of Non-Executive Non-Independent Director and Mr. Anuj Puri (DIN: 00048386) as an
Additional Director in the category of Non-Executive Independent Director of the Company
effective 28th July, 2022 and 3rd November, 2022, respectively.
Pursuant to Section 161 of the Act, Regulation 17(1C) of LODR Regulations and other
applicable provisions, the Shareholders of the Company have approved the appointments of
Ms. Rucha Nanavati as a Non-Executive Non-Independent Director, liable to retire by
rotation, and Mr. Anuj Puri as a Non-Executive Independent Director for a period of five
years commencing from 3rd November 2022 to 2nd November 2027.
During the year, Mr. Arvind Subramanian, Managing Director & CEO of the Company, to
pursue his personal interests outside the organization, submitted resignation as the
Managing Director & CEO and as a Director of the Company with effect from close of
business on 22nd May, 2023. The resignation was noted at the respective
meetings of Nomination & Remuneration Committee and the Board of Directors held on 23rd
February, 2023. The Board places on record appreciation for the contributions made by Mr._
Subramanian during his tenure.
At the same meeting, the Nomination & Remuneration Committee, after considering the
qualifications, skillsets, experience, knowledge, ability to devote sufficient time and
attention to the professional obligations recommended to the Board appointment of Mr. Amit
Kumar Sinha (DIN: 09127387) as an Additional Director in the category of Non-Executive
Non-Independent on the Board of the Company effective 23rd February, 2023 and
to ensure seamless and smooth transition, as Managing Director (Designate) effective from
23rd February, 2023 to 22nd May, 2023 and as the Managing Director
of the Company designated as "Managing Director & Chief Executive Officer"
and a Key Managerial Personnel of the Company for a period of five years effective from 23rd
May, 2023 to 22nd May, 2028 (both days inclusive).
The Nomination & Remuneration Committee also recommended to the Board remuneration
payable to Mr. Amit Kumar Sinha as Managing Director & Chief Executive Officer of the
Company. The Board of Directors of the Company, subject to approval of the Members,
approved the aforesaid recommendations of the Nomination & Remuneration Committee. The
postal ballot seeking approval of the Shareholders for appointment of Mr._Amit Kumar Sinha
as a Non-Executive Non-Independent and Managing Director & Chief Executive Officer has
been released on 20th April, 2023. The remote e-voting has commenced from
Friday, 21st April, 2023 at 9.00 A.M. and shall end on Saturday, 20th
May, 2023 at 5.00 P.M. The e-voting results of the postal ballot shall be submitted to
Stock Exchanges and hosted on the website of the Company after the end of the voting
period.
The Managing Director & CEO draws remuneration only from the Company and does not
receive any remuneration or commission from any of its subsidiary companies / holding
company.
Brief resume and other details of Ms. Asha Kharga in terms of the Companies Act, 2013,
LODR Regulations and Secretarial Standards on General Meeting, are provided in the
Corporate Governance Report forming part of the Annual Report. None of the Directors of
the Company are inter-se related to each other. Ms. Asha Kharga is not disqualified from
being reappointed / appointed as Director by virtue of the provisions of Section 164 of
the Companies Act, 2013.
The Company has received declarations from each of the Independent Directors confirming
that they meet the criteria of independence as provided in the Companies Act, 2013 and
LODR Regulations. The declarations also confirm compliance with sub rule 3 of Rule 6 of
the Companies (Appointment and Qualifications of Directors) Rules, 2014. Further, the
Board after taking these declaration/disclosures on record and acknowledging the veracity
of the same, concluded that the Independent Directors are persons of integrity and possess
the relevant expertise and experience (including proficiency) to qualify as Independent
Directors of the Company and are independent of the Management.
The details of familiarization programme for Independent Directors have been disclosed
on website of the Company and is available at the link MLDL Familiarization.
POLICIES
The salient features of the following policies of the Company are attached herewith and
marked as Annexure 3:
1. Policy on appointment of Directors and Senior Management
2. Policy on Remuneration of Directors and
3. Policy on Remuneration of Key Managerial Personnel and Employees
The aforesaid policies are also available at the link MLDL Policies.
PERFORMANCE EVALUATION
The performance evaluation of Non-Independent Directors and the Board as a whole,
Committees thereof and Chairman of the Company was carried out by Independent Directors.
Pursuant to the provisions of the Act, the Nomination & Remuneration Committee (NRC)
specified the manner of effective evaluation of the performance of the Board, its
Committees and Individual Directors. In terms of manner of performance evaluation
specified by the NRC, the performance evaluation of the Board, its committees and
individual Directors was carried out by NRC and the Board of Directors. Further, pursuant
to Schedule IV of the Act and
Regulation 17(10) of the LODR Regulations, the evaluation of Independent Directors was
done by the Board of Directors. For performance evaluation, structured questionnaires,
covering various aspects of the evaluation such as adequacy of the size and composition of
the Board and Committee thereof with regard to skill, experience, independence, diversity,
attendance and adequacy of time given by the Directors to discharge their duties,
Corporate Governance practices, etc. were circulated to the Directors for the evaluation
process. All Directors unanimously expressed that the evaluation outcome reflected high
level of engagement of the Board of Directors and its Committees and its management and
that they are fully satisfied with the same.
KEY MANAGERIAL PERSONNEL (KMP)
As on 31st March, 2023, details of Key Managerial Personnel under the
Companies Act, 2013 are given below:
Sr. No. |
Name of the Person |
Designation |
1 |
Mr. Arvind Subramanian |
Managing Director & CEO |
2 |
Mr. Vimal Agarwal |
Chief Financial Officer |
3 |
Mr. Ankit Shah |
Asst. Company Secretary |
|
|
& Compliance Officer |
As mentioned earlier, consequent to resignation of Mr. Arvind Subramanian, he will
cease to be a Managing Director & CEO and accordingly, a Key Managerial Personnel of
the Company effective 22nd May, 2023.
Mr. Amit Kumar Sinha has been appointed as the "Managing Director & Chief
Executive Officer" and a Key Managerial Personnel of the Company for a period of five
years effective from 23rd May, 2023 to 22nd May, 2028 (both days
inclusive).
MEETINGS
During the financial year 2022-23, the Board met six times. Detailed information
regarding the meetings of the Board is included in the report on Corporate Governance,
which forms part of the Annual Report. The intervening gap between two consecutive
meetings was within the period prescribed under the Companies Act, 2013, Secretarial
Standards on Board Meetings and LODR Regulations as amended from time to time.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Companies Act, 2013, the Directors, based on the
representations received from the operating management and after due enquiry, confirm
that:
(a) in the preparation of the annual accounts, the applicable accounting standards had
been followed along with proper explanation relating to material departures;
(b) they had 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 end of the financial year 31st
March, 2023 and of the profit and loss of the Company for that period;
(c) they had 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) they had prepared the annual accounts on a going concern basis;
(e) they had laid down internal financial controls to be followed by the Company and
that such internal financial controls are adequate and are operating effectively; and
(f) they had devised proper systems to ensure compliance with the provisions of all
applicable laws and that such systems were adequate and operating effectively.
INTERNAL FINANCIAL CONTROLS
The Company's Financial Statements are prepared on the basis of the Accounting Policies
that are carefully selected by Management and approved by the Audit Committee and the
Board. These Accounting Policies are reviewed and updated from time to time. The Company
uses SAP ERP Systems as a business enabler and to maintain its Books of Account. The
transactional controls built into the SAP ERP systems ensure appropriate segregation of
duties, appropriate level of approval mechanisms and maintenance of supporting records.
These systems and controls are audited by Internal Audit and their findings and
recommendations are reviewed by the Audit Committee which ensures the implementation. The
Company has in place adequate internal financial controls with reference to the Financial
Statements commensurate with the size, scale and complexity of its operations. The
Company's Internal Financial Controls were deployed through Internal Control
Integrated Framework (2013) issued by the Committee of Sponsoring Organizations
of the Treadway Commission (COSO), that addresses material risks in the Company's
operations and financial reporting objectives. Such controls have been assessed during the
year under review taking into consideration the essential components of internal controls
stated in the Guidance Note on Audit of Internal Financial Controls Over Financial
Reporting issued by The Institute of Chartered Accountants of India. Based on the results
of such assessments carried out by the Management, no reportable material weakness or
significant deficiencies in the design or operation of internal financial controls was
observed.
AUDIT COMMITTEE
As on 31st March, 2023, the Audit Committee of the Company comprises two
Non-Executive Independent Directors, Mr. Ameet Hariani and Ms. Amrita Chowdhury and one
Non-Executive Non-Independent Director, Ms. Rucha Nanavati. Mr. Ameet Hariani is the
Chairman of the Audit Committee. During the year, Mr. Arun Nanda, Non-Executive
Non-Independent Director ceased to be a member of the Audit Committee effective 28th
July, 2022 and consequently, Ms. Rucha Nanavati was appointed as a member of the Audit
Committee effective 28th July, 2022.
All members of the Audit Committee have experience in accounting and financial
management matters. The Managing Director & Chief Executive Officer, Chief Financial
Officer, the Internal Auditors and Statutory Auditors are regularly invited to attend the
Audit Committee Meetings. The Company Secretary is the Secretary to the Committee. The
Internal Auditor reports to the Chairman of the Audit Committee. The significant audit
observations and corrective actions as may be required and taken by the management are
presented to the Audit Committee. The Board has accepted all recommendations made by the
Audit Committee from time to time.
VIGIL MECHANISM / WHISTLE BLOWER MECHANISM
The Company has established a vigil mechanism by adopting a Whistle Blower Policy for
stakeholders including directors and employees of the Company and their representative
bodies to freely report / communicate their concerns / grievances about illegal or
unethical practices in the Company, actual or suspected, fraud or violation of the
Company's Code or Policies. The vigil mechanism is overseen by the Audit Committee and
provides adequate safeguards against victimisation of stakeholders who use such
mechanism._It provides a mechanism for stakeholders to approach the Chairman of Audit
Committee or the Business Ethics & Governance Committee (BEGC) consisting of
functional heads. No person was denied access to the Chairman of the Audit Committee or
BEGC. The Whistle Blower Policy of the Company is in accordance with the Act and LODR
Regulations and the same is available at web link MLDL Whistle Blower Policy. The Policy
covers co-ordinates of each of the members of BECG and Chairman of the Audit Committee.
The Company has put in place an Ethics helpline managed by an external agency to ensure
that any violations to its Code of Conduct (including violation of Human rights) are
addressed objectively. Stakeholders may report any unethical behaviour or violations at
https://ethics.mahindra. com or calling toll free number: 000 800 1004175.
RISK MANAGEMENT
As on 31st March, 2023, the Risk Management Committee of the Company
comprises one Non-Executive Independent Director, Ms. Amrita Chowdhury, one Non-Executive
Non-Independent Director, Ms. Rucha Nanavati, Managing Director & CEO, Mr. Arvind
Subramanian and Chief Financial Officer, Mr. Vimal Agarwal. Ms. Amrita Chowdhury is the
Chairperson of the Committee. Ms. Rucha Nanavati was appointed as the member of the
Committee with effect from 28th July, 2022. The role of the Committee inter
alia, includes, formulation, overseeing and implementation of risk management policy,
business continuity plan, and to ensure that appropriate methodology, processes and
systems are in place to monitor and evaluate risks associated with the business of the
Company.
AUDITORS
The shareholders at their meeting held on 27th July, 2022 approved
re-appointment of M/s. Deloitte Haskins & Sells LLP, Chartered Accountants as
Statutory Auditor of the Company for their second term of 5 years till the conclusion of
28th_ Annual General Meeting ("AGM") to be held in the calendar year
2027 at such a remuneration as may be mutually agreed upon between the Board of Directors
of the Company and the Auditors. The Company has also received a certificate from M/s.
Deloitte Haskins & Sells LLP, Chartered Accountants confirming their eligibility to
continue as statutory auditors in accordance with the provision of Sections 139 and 141 of
the Companies Act, 2013 read with Rules framed thereunder.
The notes of the financial statements referred to in the Auditors' Report issued by
M/s. Deloitte Haskins & Sells LLP, Chartered Accountants, for the financial year ended
on 31st March, 2023 are self-explanatory and do not call for any further
comments. The Auditors' Report does not contain any qualification, reservation or adverse
remark.
COST AUDIT
The Board of Directors, on recommendation of the Audit Committee, had appointed CMA
Vaibhav Prabhakar Joshi, Practising Cost Accountant, Mumbai (Membership No. 15797 &
Firm Registration No. 101329), as Cost Auditor of the Company to conduct audit of the cost
records maintained by the Company for the financial year 2022-23. CMA Vaibhav Prabhakar
Joshi has confirmed that his appointment is within the limits of Section 141(3)(g) of the
Companies Act, 2013 and has also certified that he is free from any disqualification
specified under Section 141 and proviso to Section 148(3).
As per the provisions of the Companies Act, 2013, the remuneration payable to the Cost
Auditor is required to be placed before the Shareholders in a General Meeting for their
ratification. Accordingly, pursuant to recommendation of the Board, a resolution seeking
Shareholders' ratification for remuneration payable to CMA Vaibhav Prabhakar Joshi,
Practising Cost Accountant is included in the notice of the ensuing Annual General
Meeting.
The Company is required to maintain cost records as specified under Section 148 (1) of
the Companies Act, 2013 and such accounts and records are made and maintained by the
Company for the financial year 2022-23.
SECRETARIAL AUDIT
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and Rules
thereunder, the Board has appointed M/s. Martinho Ferrao & Associates, Practising
Company Secretaries, (Membership No: F.C.S. No. 6221 and C.P. No. 5676) to conduct the
secretarial audit of the Company.
The Secretarial Audit Report for the financial year ended 31st_ March, 2023,
is annexed herewith and marked as Annexure_4 to this Report. The Secretarial
Audit Report does not contain any qualification, reservation or adverse remark.
SECRETARIAL AUDIT OF MATERIAL UNLISTED INDIAN SUBSIDIARY
For the Financial year 2022-23, Mahindra World City (Jaipur) Limited, Mahindra Homes
Private Limited, Mahindra Happinest Developers Limited and Mahindra Integrated Township
Limited are the material unlisted subsidiaries of the Company. During the year, Mahindra
Integrated Township Limited ceased to be a subsidiary of the Company consequent to
amalgamation with another subsidiary, Mahindra World City Developers Limited. As per LODR
Regulations, the Secretarial Audit of the material subsidiaries mentioned above, except
for Mahindra Integrated Township Limited, has been conducted for the financial year
2022-23 by Practicing Company Secretaries. None of the said Audit Reports contain any
qualification, reservation or adverse remark. The Secretarial Audit Reports of material
subsidiaries for the financial year ended 31st March, 2023, are annexed
herewith and marked as Annexure 5 to this Report.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT,
2013
The Company is engaged in business of real estate development (Infrastructural
facilities) and hence the provisions of Section 186 of the Companies Act, 2013 related to
any loans made or any guarantees given, or any securities provided, or any investments
made by the Company are not applicable. However, the details of the investments made, and
loans given are provided in the standalone financial statement at Note nos. 7 and 15.
CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES
All contracts / arrangements / transactions entered by the Company during the financial
year with related parties were in the ordinary course of business and on an arm's length
basis. During the year, the Company had not entered into any contract / arrangement /
transaction with related parties which could be considered material. However, the Company,
in the year 2021-22, had sought approval of the shareholders for entering into a material
related party transaction with Mahindra & Mahindra Limited (M&M), a related party
for acquisition of land parcel. Subsequently, in the year 2022-23, the Company has paid
consideration exceeding material related party threshold under LODR Regulations towards
acquisition of land parcel from M&M. The details of the said transaction are provided
in Form AOC-2 annexed herein as
Annexure 6.
The "Policy on materiality of and on dealing with related party transactions"
may be accessed on the Company's website at the link MLDL Policy on materiality of and on
dealing with RPTs.
The Directors draw attention of the members to note no. 36 to the standalone financial
statement which sets out related party disclosures.
DEPOSITS, LOANS, ADVANCES AND OTHER TRANSACTIONS
Your Company has not accepted any deposits from public or its employees and, as such no
amount on account of principal or interest on deposit were outstanding as on 31st_March,
2023. The details of loans and advances, which are required to be disclosed in the annual
accounts of the Company, pursuant to Regulation 34(3) read with Schedule V of the LODR
Regulations, are provided in the standalone financial statement at note no. 39.
Further, in terms of Regulation 34(3) read with Schedule V of the LODR Regulations,
details of the transactions of the Company, with the promoter and holding company Mahindra
& Mahindra Limited holding 51.28 percent in the paid-up equity capital of the
Company as on 31st March, 2023, in the format prescribed in the relevant
accounting standards for annual results, are given in Note no. 36 to the standalone
financial statement.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
Information relating to the Conservation of Energy, Technology Absorption and Foreign
Exchange Earnings and Outgo as per Section 134(3)(m) of the Companies Act, 2013
read with the Rule 8(3) of the Companies (Accounts) Rules, 2014 is given in Annexure 7 to
this Report.
PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
Disclosures with respect to the remuneration of Directors, KMPs and employees as
required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given in Annexure
8 to this Report.
Details of employee remuneration as required under provisions of Section 197(12) of the
Companies Act, 2013 read with Rule 5(2) & 5(3) of Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 are available on your Company's website
at: www.mahindralifespaces.com
ANNUAL RETURN
The Annual Return in Form MGT-7 for the financial year ended 31st March,
2023 is available on the website of the Company at www.mahindralifespaces.com
GENERAL
The Directors have devised proper systems to ensure compliance with the provisions of
all applicable Secretarial Standards and that such systems are adequate and operating
effectively.
No fraud has been reported during the audit conducted by the Statutory Auditors,
Secretarial Auditors and Cost Auditors of the Company.
During the year, no revision was made in the previous financial statement of the
Company.
During the year, the Company has not made any application under the Insolvency and
Bankruptcy Code, 2016. However, two applications that were filed against the Company by
the vendors under the IBC in the year 2021-22 have been dismissed on the grounds of
pre-existing dispute and lack of jurisdiction.
During the year, the Company has not made any onetime settlement for loans taken from
the Banks or
Financial Institutions, and hence the details of difference between amount of the
valuation done at the time of onetime settlement and the valuation done while taking loan
from the Banks or Financial Institutions along with the reasons thereof is not applicable.
For the financial year ended on 31st March, 2023, the Company has complied
with provisions relating to the constitution of Internal Complaints Committee under
the_Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act,
2013.
No significant or material orders were passed by the
Regulators or Courts or Tribunals which impact the going concern status and Company's
operation in future.
ACKNOWLEDGMENT
The Directors would like to thank all shareholders, customers, bankers, contractors,
suppliers, joint venture partners and associates of your Company for the support received
from them during the year. The Directors would also like to place on record their
appreciation of the dedicated efforts put in by employees of the Company.
For and on behalf of the Board
Ameet Hariani
Chairman DIN: 00087866
Date: 25th April, 2023 Place: Mumbai
CAUTIONARY STATEMENT
Certain statements in the Directors' Report describing the Company's objectives,
projections, estimates, expectations or predictions may be forward-looking statements
within the meaning of applicable securities laws and regulations. Actual results could
differ from those expressed or implied. Important factors that could make a difference to
the Company's operations include labour and material availability, and prices, cyclical
demand and pricing in the Company's principal markets, changes in government regulations,
tax regimes, economic development within India and other incidental factors.
DISCLAIMER
The Company shall be registering its forthcoming projects at an appropriate time in the
applicable jurisdictions / States under the Real Estate (Regulation and Development) Act,
2016 (RERA) and Rules thereunder. Till such time, the forthcoming projects are registered
under RERA, none of the images, material, projections, details, descriptions and other
information that are mentioned in the Annual Report for the year 2022-23, should be deemed
to be or constitute advertisements, solicitations, marketing, offer for sale, invitation
to offer, or invitation to acquire within the purview of the RERA. The Company uses carpet
areas as per RERA in its customer communication. However, the data in saleable area terms,
if any, has been presented in the Annual Report for the year 2022-23 to enable continuity
of information to investors shall not be construed to be of any relevance to home buyers /
customers.
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