Private Placement Offer Letter Private and Confidential FOR ...‘Management’s perception of risk...

Private Placement Offer Letter Private and Confidential

FOR PRIVATE CIRCULATION ONLY Serial Number: 01

Name of Investor: Kotak Mahindra Prime Limited

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Oberoi Realty Limited

A limited liability company incorporated under the Companies Act, 1956 with

CIN- L45200MH1998PLC114818

Date of Incorporation: May 8, 1998

Registered and Corporate Office: Commerz, 3rd Floor, International Business Park, Oberoi Garden City, Off

Western Express Highway, Goregaon (E), Mumbai 400063

Tel. No.: + 91 22 6677 3333; Fax No.: + 91 22 6677 3334

ISSUE OF UP TO 5000 (FIVE THOUSAND) SECURED, LISTED, RATED, REDEEMABLE, NON-

CONVERTIBLE DEBENTURES OF FACE VALUE OF INR 10,00,000 EACH (THE “DEBENTURES”

or “NCDs”), AGGREGATING UP TO INR 500,00,00,000 (RUPEES FIVE HUNDRED CRORES ONLY)

ON A PRIVATE PLACEMENT BASIS (THE “ISSUE”), BY OBEROI REALTY LIMITED (THE

“ISSUER” or THE “COMPANY”)

Private Placement Offer Letter and Information Memorandum

Date: September 30, 2020

BACKGROUND

This Private Placement Offer Letter and Information Memorandum (hereinafter referred to as the “Offer Letter”

or “Information Memorandum”) is related to the Debentures to be issued by the Issuer on a private placement

basis and contains relevant information and disclosures required for the purpose of issuing of the Debentures. The

Issue has been authorised by the Issuer through a resolution passed by the board of directors of the Issuer on July

14, 2020 and the NCD Committee dated September 28, 2020 (attached in Annexure 6).

GENERAL RISK

As the Issue is being made on a private placement basis, this Offer Letter has not been submitted to or cleared by

the Securities and Exchange Board of India (“SEBI”). The Issue has not been recommended or approved by SEBI

nor does SEBI guarantee the accuracy or adequacy of this Offer Letter. Investment in debt and debt related

securities involve a degree of risk and investors should not invest any funds in debt instruments unless they can

afford to take the risk attached to such investments. Investors are advised to take an informed decision and to read

the risk factors carefully before investing in the Debentures. For taking an investment decision, investors must

rely on their examination of the Issue including the risks involved in it. Specific attention of the investors is invited

to the summarized Risk Factors mentioned elsewhere in this Offer Letter.

MANAGEMENT’S PERCEPTION OF RISK

Investment in debt and debt-related securities involves a degree of risk and investors should not invest any funds,

unless they can afford to take the risks attached to such investments. For taking an investment decision, investors

must rely on their own examination of the Company, the Information Memorandum and the Issue, including the

risks specified in this Offer Letter. The Debentures have not been recommended or approved by SEBI nor does

SEBI guarantee the accuracy or adequacy of this document. Specific attention of Investors is invited to the

‘Management’s perception of risk factors’ in this Offer Letter.

ISSUER’S ABSOLUTE RESPONSIBILITY

The Issuer, having made all reasonable inquiries, accepts responsibility for, and confirms that this Offer Letter

contains all information with regard to the Issuer and the Issue, which is material in the context of the Issue, that

the information contained in this Offer Letter is true and correct in all material aspects and is not misleading in

any material respect, that the opinions and intentions expressed herein are honestly held and that there are no other

facts, the omission of which makes this Offer Letter as a whole or any of such information or the expression of

any such opinions or intentions misleading in any material respect.

CREDIT RATING

As at the date of this Offer Letter, CARE Ratings Limited has assigned a rating of ‘CARE AA+; Negative’

(Pronounced ‘Double A Plus, Outlook: Negative’) for the issuance of Debentures. Instruments with this rating are

considered to have high degree of safety regarding timely servicing of financial obligations. Such instruments




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carry very low credit risk. The credit rating letter dated September 25, 2020 issued by CARE Ratings Limited is

enclosed as Annexure 1 (Credit Rating Letter from CARE Ratings Limited) to this Offer Letter. The above rating

is not a recommendation to buy, sell or hold Debentures or other securities and investors should take their own

decision. The rating may be subject to revision or withdrawal at anytime by the assigning rating agency and each

rating should be evaluated independently of any other rating. The rating obtained is subject to revision at any point

of time in the future. The rating agency has the right to suspend, withdraw the rating at any time on the basis of

new information etc.

LISTING

The Debentures offered through this Offer Letter are proposed to be listed on the Wholesale Debt Market Segment

of BSE. The Issuer has obtained “in-principle” approval from BSE on September [], 2020, and will apply for final

listing within 20 days from the Deemed Date of Allotment for listing the Debentures offered through this Issue.

Please refer to Annexure 3 (In Principle Listing Approval) of this Offer Letter for a copy of the in- principal

approval letter dated September [], 2020 issued by BSE.

ISSUE PROGRAM

Issue Schedule*

Issue Opening Date

September 30, 2020

Issue Closing Date September 30, 2020 *

Pay In Date October 01, 2020 Deemed Date of Allotment October 01, 2020

*The Issuer reserves the right to change the issue schedule including the Deemed Date of Allotment as agreed

with the proposed investor and will notify the proposed investor of such revised schedule by way of a supplement

to this Information Memorandum. The Issue shall be open for subscription during the banking hours on each day

during the period covered by the Issue Schedule.

The Issuer reserves the right to change the Issue Program including the Deemed Date of Allotment at its sole

discretion, without giving any reasons or prior notice. The Issue shall be open for subscription during the banking

hours on each day during the period covered by the Issue Program.

Note: This Private Placement Offer Letter prepared under the Companies Act, 2013, the Companies (Prospectus

and Allotment of Securities) Rules, 2014, the Securities and Exchange Board of India (Issue and Listing of Debt

Securities) Regulations, 2008 dated June 6, 2008, as amended, for private placement of the Debentures is neither

a prospectus nor a statement in lieu of prospectus and does not constitute an offer to the public generally to

subscribe for or otherwise acquire the debt securities to be issued by the Issuer. This is only an information

brochure intended for private use.

ARRANGER DEBENTURE TRUSTEE

Kotak Mahindra Bank Limited Axis Trustee Services Limited

REGISTRAR TO ISSUE CREDIT RATING

AGENCY

LISTING EXCHANGE

Link Intime India Private Limited CARE Ratings Limited BSE Limited




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DEFINITIONS AND ABBREVIATIONS

General terms

Term Description

Account Agreement means the accounts agreement proposed to be entered into between the

Debenture Trustee, the Issuer and the Account Bank in relation to

opening, maintenance and operation of inter alia the escrow account

(opened and maintained for the benefit of the Debenture Holders).

Account Bank Kotak Mahindra Bank Limited

Application Form The form by which, the Eligible Investors shall apply for the Debentures

of the Issuer appended herewith as Annexure 4 (Application Form).

Articles of Association The articles of association of the Issuer.

Beneficial Owner(s) Debenture holder(s) holding Debenture(s) in dematerialized form

(Beneficial Owner of the Debenture(s) as defined in clause (a) of

subsection of (1) of Section 2 of the Depositories Act, 1996).

Board Board of Directors of the Issuer or a committee thereof.

BSE BSE Limited.

Business Day mean any day other than Saturday or Sunday or a bank holiday or any

other day on which commercial banks are not open for high value

clearing facility in Mumbai for any other reason whatsoever.

CDSL Central Depository Services (India) Limited.

Companies Act Companies Act, 2013

Debenture Holder(s) The holder(s) of the Debenture(s) in dematerialized form.

Debenture Trustee The trustee of the Debenture Holder(s), in this case being Axis Trustee

Services Limited.

Debenture Trustee Agreement The debenture trustee agreement dated on or about the date of this Offer

Letter, entered into between the Issuer and the Debenture Trustee.

Debenture Trust Deed The debenture trust deed proposed to be entered into between the Issuer

and the Debenture Trustee in relation to the Debentures.

Depositories NSDL and/or CDSL (as relevant in this case may be).

DP Depository Participant.

Deemed Date of Allotment October 01, 2020

Depositories Act The Depositories Act, 1996, as amended from time to time.

Depository Participant / DP A depository participant as defined under the Depositories Act.

Director(s) Director(s) of Issuer unless otherwise mentioned.

DP ID Depository Participant identification number that is allocated to the

Depository Participant by the Depository.




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Term Description

Electronic Book Provider BSE - EBP Platform

Eligible Investors Refers to such category of investors referred to below:

• Eligible financial institutions and insurance companies;

• Companies;

• Eligible Banks

• Non banking finance companies (NBFCs) and Residuary NBFCs;

• Mutual funds;

• Foreign institutional investors;

• Foreign portfolio investors as permitted under the Securities and

Exchange Board of India (Foreign Portfolio Investors) Regulations,

2019; and

• Provident Funds, Gratuity, Superannuation and Pension Funds,

subject to their Investment guidelines.




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Event of Default Each of the events set out below is an Event of Default (whether or not

caused by any person whatsoever outside the control of the Issuer or of

any other person) (such determination being at the sole discretion of

Debenture Trustee):

(A) non-payment of Secured Obligations on the relevant due date;

(B) any other payment related default under the Transaction

Documents;

(C) any failure to create and perfect and/or maintain the Security

as envisaged in the Transaction Documents;

(D) material breach or default is committed in the performance or

observance of any covenant, representation, warranty,

condition or provision contained in these presents and/or the

Transaction Document, as may be determined at the sole

discretion of the Debenture Holders;

(E) receipt of a notice of an event of default from any lender or

investor, by the Issuer or the Promoter or any other group

company of the Issuer under the terms and conditions of any

financing documents constituting a default (howsoever

described);

(F) information given by the Issuer or the Promoter in relation to

the Debentures or any representations or warranties given by

it to the Debenture Trustee under the Transaction Documents

being misleading or incorrect in any respect as may be

determined by the Debenture Trustee;

(G) the Issuer and/or the Promoter have voluntarily or

involuntarily become the subject of proceedings under any

insolvency law or the Issuer and/or the Promoter is voluntarily

or involuntarily dissolved or any application being initiated

against the Issuer or the Promoters under the Insolvency and

Bankruptcy Code, 2016 (or any other analogous law);

(H) if a petition for winding up of the Issuer and/or the Promoter

have been admitted or if an order of a court of competent

jurisdiction is made for the winding up of the Issuer and/or the

Promoter and the Issuer and/or the Promoter has taken any

action or any actions having been taken or legal proceedings

being started, in relation to all or part of the undertaking of the

Issuer and/or the Promoter, for its dissolution, administration,

bankruptcy, insolvency, any reorganization or attachment of

its assets, which has the effect of dissolution or for the

appointment of a liquidator, receiver, administrator,

administrative receiver, conservator, custodian, trustee or

similar officer of it or of any or all of its revenues and assets;

(I) any Material Adverse Effect and / or material event and/or

material development or material changes involving any of

the Obligors, since the Deemed Date of Allotment, till the

final settlement date of the Debentures, which may affect the

repayment of the Secured Obligations under the Transaction

Documents.;




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Term Description

(J) Any of the Obligors without the consent of Debenture Trustee

ceases to carry on its business or gives notice of its intention

to do so;

(K) the Issuer creates or attempts to create any charge on the

mortgaged properties or any part thereof without the prior

approval of the Debenture Trustees;

(L) if in the opinion of the Debenture Trustee, the Security of the

Debentures is in jeopardy or endangered, or becomes

ineffective, or impaired or has deteriorated in any manner

whatsoever, in the opinion of the Debenture Trustee;

(M) the Promoter ceasing to have Control of the Issuer

(N) Any corporate action, legal proceeding or other legal

procedure or step is taken in relation to the suspension of

payments or a moratorium is agreed or declared in respect of

or affecting all or part of the Financial Indebtedness of any of

the Obligors; Any commitment for any Financial

Indebtedness of any of the Obligors or any group company of

the Obligors (other than in respect of the Debentures) is

cancelled or suspended by a creditor of such entities as a result

of an event of default (however described);

(O) A distress, attachment, execution or other legal process is

levied, enforced or sued out on or against any of the Obligors

(or their assets) which has Material Adverse Effect;

(P) Any person who is a director of any of the Obligors is found

to have been a director / partner / member / trustee of an entity

identified as wilful defaulter;

(Q) Commencement of any material proceeding, process or legal

actions against any of the Obligors or any of their assets;

(R) Any step is taken by governmental authority or agency or any

other competent authority, with a view to the seizure,

compulsory acquisition, expropriation or nationalization of all

or (in the opinion of the Debenture Trustee) a part of the assets

of any of the Obligors;

(S) Failure of the Issuer to cure any breach by providing

additional security as per the terms of the Transaction

documents due to non-maintenance of the Minimum Security

Cover as required under the Transaction Documents); and

(T) In the event the credit rating of the Debentures is withdrawn

or suspended or the Company fails to obtain the credit

rating(s) as per the Debenture Trust Deed.

Escrow Account mean the escrow accounts designated as such under the Account

Agreement established by the Issuer with the Account Bank in terms of

the Account Agreement, where in all the Receivables shall be deposited.

Face Value/ Nominal Value INR 10,00,000 being the nominal value of each Debenture.




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Term Description

Financial Indebtedness means in relation to any person, any indebtedness of such person for or

in respect of:

(a) any long-term debt outstanding, whether secured or unsecured,

of the said person;

(b) contingent liability pertaining to corporate/ financial guarantees

given by the said person, on behalf of any company / special

purpose vehicle / subsidiary / affiliate to the extent of

outstanding of such guaranteed debt;

(c) any short term debt outstanding of the said person, including

working capital or any other borrowing, whether secured or

unsecured, whether availed of in lieu of long term debt or by

way of bridge financing for long term debt or any other purpose;

provided however that non fund based working facilities used

in regular business operations of the said Person, shall be

excluded;

(d) any amount raised by acceptance under any acceptance credit

facility;

(e) receivables sold or discounted (other than any receivables to the

extent they are sold on a non- recourse basis);

(f) any amount raised under any other transaction (including any

forward sale or purchase agreement) having the commercial

effect of a borrowing;

(g) any derivative transaction entered into in connection with

protection against or benefit from fluctuation in price (and,

when calculating the value of any derivative transaction, only

the marked to market value shall be taken into account);

(h) any counter-indemnity obligation in respect of a guarantee,

indemnity, bond, standby or documentary letter of credit or any

other instrument issued by a bank or financial institution;

(i) the amount of any liability under an advance or deferred

purchase agreement if one of the primary reasons behind the

entry into such agreement is to raise finance; or

(j) (without double counting) the amount of any liability in respect

of any guarantee or indemnity for any of the items referred to

in paragraphs (a) to (i) above.

Financial Year Twelve months period commencing from 1 April of a particular

calendar year and ending on 31 March of the subsequent calendar year.

Final Redemption Date October 01, 2025

GAAP Generally accepted accounting principles, standards and practices in

India.

Thane Land shall mean part of the land and all immovable properties situated at

Pokhran Road No. 2, Thane, along with all rights, title, benefits and

interests of the Issuer in respect of the said immovable property




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Term Description

(including the identified FSI, as more particularly provided under the

Debenture Trust Deed, if required) .

Material Adverse Effect means an event, circumstance, occurrence or condition which has

caused, as of any date of determination, or could be expected to cause a

material adverse effect on or a material adverse change in the judgment

of Debenture Trustee, on:

(a) the business, operations, property, assets, condition (financial or

otherwise) or prospects of the Obligors;

(b) the ability of the Obligors to enter into and to perform its obligations

under Transaction Documents or any other related document to which

relevant Obligor is or will be a party; or

(c) the validity or enforceability of the Transaction Documents or any

other related document or the rights or remedies of the Debenture

Holder(s) thereunder; or

(d) the ability of the Debenture Holder to exercise or enforce any right,

benefit, privilege or remedy under any Transaction Document; or

(e) the international or domestic commercial bank, loan syndication,

financial or capital markets, political socio-political, or economic

conditions in India or any other relevant jurisdiction or currency

exchange rates or exchange controls that, generally in the sole opinion

of the Debenture Trustee; or

(f) any other effect or change which adversely affects the interest of the

Debenture Holder(s) or the Debenture Trustee.

INR/Rs. The lawful currency of the Republic of India.

Issuer Oberoi Realty Limited

Issuer Projects Projects Exquisite and Esquire of the Issuer located at Oberoi Garden

City, Goregaon (E), Mumbai, The detailed description of which is

provided or to be provided under the Debenture Trust Deed.

Issue Issue of Debentures by the Issuer in accordance with the Terms and

Conditions.

Minimum Security Cover Means the security cover required to be maintained as per the terms of

the Transaction Documents.

Mortgage Flats mean and include such flats, dwellings, floor area, units, premises, car parks and garages of the Issuer Projects as more

particularly provided under the Debenture Trust Deed.

Memorandum of Association The memorandum of association of the Issuer.

NSDL National Securities Depository Limited.

Obligors Promoter and the Issuer

Permitted Investment Means investment of the available balances lying in the credit of the

Escrow Account permitted to be made in the following securities /

instruments




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Term Description

a. Fixed Deposits in interest bearing bank accounts denominated

in Indian Rupees, maintained in a scheduled commercial bank

rated at least AA+ or equivalent market rating by any SEBI

registered Credit Rating Agency;

b. Money market mutual funds rated at least AA+ or equivalent

market rating by any SEBI registered Credit Rating Agency;

c. Government Securities;

d. Overdraft account of the Issuer.

All such investments shall continue to be charged to the Debenture

Trustee at all times.

PAN Permanent Account Number.

Pay In Date October 01, 2020

Promoter shall refer to Mr. Vikas Oberoi.

Receivables mean all and any of the monies received/ to be received by the Issuer as

consideration from the sale or lease of the Mortgage Flats and all and

any of the monies to be received by the Issuer as consideration from

identified sold units (as mentioned under the paragraph related to

Security under the Section titled “Particulars of the Offer”)

RBI Reserve Bank of India.

Registrar and Transfer Agent shall refer to Link Intime India Private Limited

RoC/ROC Registrar of Companies, Maharashtra, Mumbai

RTGS Real Time Gross Settlement.

SEBI Securities and Exchange Board of India.

SEBI Debt Listing Regulations Securities and Exchange Board of India (Issue and Listing of Debt

Securities) Regulations, 2008 (as amended from time to time).

SEBI Electronic Book

Mechanism Guidelines

The guidelines issued by SEBI and pertaining to the Electronic Book

Mechanism set out in the terms specified by the SEBI in its Circular

dated January 05, 2018 (bearing reference number

SEBI/HO/DDHS/CIR/P/2018/05) titled ‘Electronic book mechanism

for issuance of securities on private placement basis’ read along with

the related clarifications dated August 16, 2018 (bearing reference

number SEBI/HO/DDHS/CIR/P/2018/122), and the related operational

guidelines issued by the concerned Electronic Book Provider, as may be

amended, clarified or updated from time to time.

Security or Security Interest A mortgage, charge, pledge, lien or other security interest securing any

obligation of any person or any other agreement or arrangement having

a similar effect.

Security Documents mean the following:

(a) The Debenture Trust Deed;

(b) The Account Agreement; and




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Term Description

(c) any other agreement pursuant to which Security Interest have

been created in favour of the Debenture Trustee for the benefit

of the Debenture Holders.

Secured Obligations mean the aggregate of the outstanding principal amount in respect of the

Debentures, accrued interest, any premia payable in respect of the

Debentures under the Transaction Documents, any default interest

payable in respect of the Debentures, any other amount payable by the

Obligors under the Transaction Documents and any other charges and

expenses payable to the Debenture Holders or the Debenture Trustee

under the Transaction Documents.

Secured Parties The Debenture Holders and the Debenture Trustee.

Stock Exchange/BSE BSE Limited

Terms and Conditions Terms and conditions of the Debentures as to be set out in the Debenture

Trust Deed.

Transaction Documents mean the Offer Letter, the Debenture Trustee Agreement, the Security

Documents, the Account Agreement, the listing agreement entered into

with the BSE, and any other agreement or document (including the term

sheet) executed/to be executed in connection with the issue and

subscription of Debentures and/or any other agreement or document

designated as such by the Debenture Trustee.

WDM Wholesale Debt Market Segment of BSE.

This Information Memorandum shall be read in conjunction with the Debenture Trust Deed and the other

Transaction Documents and it is agreed between the Debenture Trustee and the Issuer that in case of any

inconsistency or conflict between this Information Memorandum and the Debenture Trust Deed, the provisions

of the Debenture Trust Deed shall prevail and override the provisions of this Information Memorandum.

NOTICE TO INVESTORS AND DISCLAIMERS

1.1 ISSUER’S DISCLAIMER

This Information Memorandum is neither a prospectus nor a statement in lieu of a prospectus and should not be

construed to be a prospectus or a statement in lieu of a prospectus under the Companies Act. The issue of the

Debentures to be listed on the WDM segment of the Stock Exchange is being made strictly on a private placement

basis. Multiple copies hereof given to the same entity shall be deemed to be given to the same person and shall be

treated as such. This Information Memorandum does not constitute and shall not be deemed to constitute an offer

or invitation to the public in general to subscribe to the Debentures. The issuance of the Debentures, which are to

be listed on the WDM segment of the BSE, is being made strictly on a private placement basis through electronic

book mechanism of BSE.

As per the applicable provisions, it is not necessary for a copy of this Information Memorandum to be filed or

submitted to the SEBI for its review and/or approval.

This Information Memorandum has been prepared in conformity with the SEBI Debt Listing Regulations as

amended from time to time. This Information Memorandum has been prepared solely to provide general

information about the Issuer to the Eligible Investors to whom it is addressed and who are willing and eligible to

subscribe to the Debentures. This Information Memorandum does not purport to contain all the information that

any Eligible Investor may require. Further, this Information Memorandum has been prepared for informational




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purposes relating to this transaction only and upon the express understanding that it will be used only for the

purposes set forth herein.

Neither this Information Memorandum nor any other information supplied in connection with the Debentures is

intended to provide the basis of any credit or other evaluation and any recipient of this Information Memorandum

should not consider such receipt as a recommendation to subscribe to any Debentures. Each potential Investor

contemplating subscription to any Debentures should make its own independent investigation of the financial

condition and affairs of the Issuer, and its own appraisal of the creditworthiness of the Issuer. Potential Investors

should consult their own financial, legal, tax and other professional advisors as to the risks and investment

considerations arising from an investment in the Debentures and should possess the appropriate resources to

analyze such investment and the suitability of such investment to such potential Investor’s particular

circumstances.

The Issuer confirms that, as of the date hereof, this Information Memorandum (including the documents

incorporated by reference herein, if any) contains all the information that is material in the context of the Issue

and regulatory requirements in relation to the Issue and is accurate in all such material respects. No person has

been authorized to give any information or to make any representation not contained or incorporated by reference

in this Information Memorandum or in any material made available by the Issuer to any potential Investor pursuant

hereto and, if given or made, such information or representation must not be relied upon as having being

authorized by the Issuer. The Issuer certifies that the disclosures made in this Information Memorandum are

adequate and in conformity with the SEBI Debt Listing Regulations. Further, the Issuer accepts no responsibility

for statements made otherwise than in the Information Memorandum or any other material issued by or at the

instance of the Issuer and anyone placing reliance on any source of information other than this Information

Memorandum would be doing so at its own risk.

This Information Memorandum and the contents hereof are restricted only for the intended recipient(s)

who have been addressed directly and specifically through a communication by the Issuer and only such

recipients are eligible to apply for the Debentures. All potential Investors are required to comply with the

relevant regulations/guidelines applicable to them for investing in this Issue. The contents of this

Information Memorandum are intended to be used only by those potential Investors to whom it is

distributed. It is not intended for distribution to any other person and should not be reproduced by the

recipient.

No invitation is being made to any persons other than those to whom Application Forms along with this

Information Memorandum being issued have been sent. Any application by a person to whom the Information

Memorandum has not been sent by the Issuer shall be rejected without assigning any reason.

The person who is in receipt of this Information Memorandum shall not reproduce or distribute in whole or part

or make any announcement in public or to a third party regarding the contents hereof without the consent of the

Issuer. The recipient agrees to keep confidential all information provided (or made available hereafter), including,

without limitation, the existence and terms of the Issue, any specific pricing information related to the Issue or the

amount or terms of any fees payable to us or other parties in connection with the Issue. This Information

Memorandum may not be photocopied, reproduced, or distributed to others at any time without the prior written

consent of the Issuer. Upon request, the recipients will promptly return all material received from the Issuer

(including this Information Memorandum) without retaining any copies hereof. If any recipient of this Information

Memorandum decides not to participate in the Issue, that recipient must promptly return this Information

Memorandum and all reproductions whether in whole or in part and any other information statement, notice,

opinion, memorandum, expression or forecast made or supplied at any time in relation thereto or received in

connection with the Issue to the Issuer.

The Issuer does not undertake to update the Information Memorandum and the Private Placement Offer Letter to

reflect subsequent events after the date of Information Memorandum and the Private Placement Offer Letter and

thus it should not be relied upon with respect to such subsequent events without first confirming its accuracy with

the Issuer.

Neither the delivery of this Information Memorandum nor any sale of Debentures made hereafter shall, under any

circumstances, constitute a representation or create any implication that there has been no change in the affairs of

the Issuer since the date hereof.

This Information Memorandum does not constitute, nor may it be used for or in connection with, an offer or

solicitation by anyone in any jurisdiction in which such offer or solicitation is not authorized or to any person to

whom it is unlawful to make such an offer or solicitation. No action is being taken to permit an offering of the

Debentures or the distribution of this Information Memorandum in any jurisdiction where such action is required.




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Persons into whose possession this Information Memorandum comes are required to inform themselves about and

to observe any such restrictions. The Information Memorandum is made available to potential Investors in the

Issue on the strict understanding that it is confidential.




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1.2 DISCLAIMER CLAUSE OF STOCK EXCHANGE

As required, a copy of this Information Memorandum has been filed with BSE in terms of the SEBI Debt Listing

Regulations. It is to be distinctly understood that submission of this Information Memorandum to BSE should not

in any way be deemed or construed to mean that this Information Memorandum has been reviewed, cleared, or

approved by BSE; nor does BSE in any manner warrant, certify or endorse the correctness or completeness of any

of the contents of this Information Memorandum, nor does BSE warrant that the Issuer’s Debentures will be listed

or will continue to be listed on BSE; nor does BSE take any responsibility for the soundness of the financial and

other conditions of the Issuer, its Promoter, its management or any scheme or project of the Issuer.

1.3 DISCLAIMER CLAUSE OF SEBI

As per the provisions of the SEBI Debt Listing Regulations, it is not stipulated that a copy of this Information

Memorandum has to be filed with or submitted to the SEBI for its review / approval. It is to be distinctly

understood that this Information Memorandum should not in any way be deemed or construed to have been

approved or vetted by SEBI and that this Issue is not recommended or approved by SEBI. SEBI does not take any

responsibility either for the financial soundness of any proposal for which the Debentures issued thereof is

proposed to be made or for the correctness of the statements made or opinions expressed in this Information

Memorandum.

1.4 DISCLAIMER IN RESPECT OF JURISDICTION

This Issue is made in India to Investors as specified under the clause titled “Eligible Investors” of this Information

Memorandum, who shall be/have been identified upfront by the Issuer. This Information Memorandum does not

constitute an offer to sell or an invitation to subscribe to Debentures offered hereby to any person to whom it is

not specifically addressed. Any disputes arising out of this Issue will be subject to the exclusive jurisdiction of the

courts and tribunals at Mumbai. This Information Memorandum does not constitute an offer to sell or an invitation

to subscribe to the Debentures herein, in any other jurisdiction to any person to whom it is unlawful to make an

offer or invitation in such jurisdiction.

1.5 DISCLAIMER IN RESPECT OF RATING AGENCIES

Ratings are opinions on credit quality and are not recommendations to sanction, renew, disburse or recall the

concerned bank facilities or to buy, sell or hold any security. The Rating Agency has based its ratings on

information obtained from sources believed by it to be accurate and reliable. The Rating Agency does not, however,

guarantee the accuracy, adequacy or completeness of any information and is not responsible for any errors or

omissions or for the results obtained from the use of such information. Most entities whose bank

facilities/instruments are rated by the Rating Agency have paid a credit rating fee, based on the amount and type

of bank facilities/instruments.

1.6 ISSUE OF DEBENTURES IN DEMATERIALISED FORM

The Debentures will be issued in dematerialised form. The Issuer has made arrangements with the Depositories

for the issue of the Debentures in dematerialised form. Investors will have to hold the Debentures in dematerialised

form as per the provisions of Depositories Act. The Issuer shall take necessary steps to credit the Debentures

allotted to the beneficiary account maintained by the Investor with its Depositary Participant. The Issuer will make

the allotment to the Investors on the Deemed Date of Allotment after verification of the Application Form, the

accompanying documents and on realisation of the application money.

1.7 DISCLAIMER OF THE ARRANGER

The Issuer has mandated and authorized Kotak Mahindra Bank Limited to act as an arranger for the Debentures

and to distribute either itself and/or through its affiliates this Offer Letter to identified potential investors.

“Arranger” means Arranger and any group, subsidiary, associate or affiliate of Arranger and their respective

directors, representatives or employees and/or any persons connected with them.




14

REGULATORY DISCLOSURES

A. The Information Memorandum is prepared in accordance with the provisions of SEBI Debt Listing

Regulations and in this section, the Issuer has set out the details required as per Schedule I of the SEBI

Debt Listing Regulations.

1.1 Documents to be submitted to the Stock Exchange along with the listing application:

The following documents have been / shall be submitted to the BSE:

(a) Memorandum and Articles of Association of the Issuer and necessary resolution(s) for the allotment of

the Debentures;

(b) Copy of last 3 (three) years audited annual reports;

(c) Statement containing particulars of, dates of, and parties to all material contracts and agreements;

(d) Copy of the Board/committee resolution authorizing the borrowing and list of authorized signatories;

(e) An undertaking from the Issuer stating that the necessary documents for the creation of the charge,

including the Debenture Trust Deed would be executed within the time frame prescribed in the relevant

regulations/acts/rules etc and the same would be uploaded on the website of BSE, where the debt

securities have been listed, within 5 (five) working days of execution of the same;

(f) Any other particulars or documents that the recognized stock exchange may call for as it deems fit.

(g) An undertaking that permission/ consent from the prior creditor for second or pari passu charge being

created, where applicable, in favour of the trustees to the proposed issue has been obtained.

1.2 Documents to be submitted to the Debenture Trustee

The following documents have been/shall be submitted to the Debenture Trustee in electronic form (soft

copy) at the time of the allotment of the Debentures:

(a) Memorandum and Articles of Association of the Issuer and necessary resolution(s) for the allotment of

the Debentures;

(b) Copy of last 3 (three) years audited annual reports;

(c) Statement containing particulars of, dates of, and parties to all material contracts and agreements;

(d) Latest audited / limited review half yearly consolidated (wherever available) and standalone financial

information (profit & loss statement, balance sheet and cash flow statement) and auditor qualifications,

if any.

(e) An undertaking to the effect that the Issuer would, until the redemption of the debt securities, submit the

details mentioned in point (d) above to the Debenture Trustee within the timelines as mentioned in

Simplified Listing Agreement issued by SEBI vide circular No. SEBI/IMD/BOND/1/2009/11/05 dated

May 11, 2009 as amended from time to time, for furnishing / publishing its half yearly/ annual result.

Further, the Issuer shall within 180 (one hundred and eighty) days from the end of the financial year,

submit a copy of the latest annual report to the Debenture Trustee and the Debenture Trustee shall be

obliged to share the details submitted under this clause with all ‘Qualified Institutional Buyers’ and other

existing debenture-holders within 2 (two) Business Days of their specific request.

1.3 Disclosures pertaining to wilful default

In case of listing of debt securities made on private placement, the following disclosures shall be made:

(a) Name of the bank declaring the entity as a wilful defaulter- N.A.

(b) The year in which the entity is declared as a wilful defaulter- N.A.

(c) Outstanding amount when the entity is declared as a wilful defaulter- N.A.

(d) Name of the entity declared as a wilful defaulter- N.A.

(e) Steps taken, if any, for the removal from the list of wilful defaulters- N.A.

(f) Other disclosures, as deemed fit by the issuer in order to enable investors to take informed decisions-

N.A.

(g) Any other disclosure as specified by SEBI- N.A.




15

TABLE INDICATING REFERENCES OF DISCLOSURE REQUIREMENTS UNDER FORM PAS-4

Sr.

No.

Particulars Page No./

Section

1. GENERAL INFORMATION

a. Name, address, website and other contact details of the company indicating both

registered office and corporate office;

General

Information

b. Date of incorporation of the company; General

Information

c. Business carried on by the company and its subsidiaries with the details of branches

or units, if any;

General

Information

d. Brief particulars of the management of the company; General

Information

e. Names, addresses, DIN and occupations of the directors; General

Information

f. Management’s perception of risk factors; Cover Page

g. Details of default, if any, including therein the amount involved, duration of default

and present status, in repayment of –

(i) statutory dues;

(ii) debentures and interest thereon;

(iii) deposits and interest thereon;

(iv) loan from any bank or financial institution and interest thereon.

Details of

Default in

repayment

h. Names, designation, address and phone number, email ID of the nodal/ compliance

officer of the company, if any, for the private placement offer process;

Company

Secretary

and

Compliance

Officer of

the Issuer

i. Any default in annual filing of the Company under Companies Act, 2013 or rules made

thereunder.

Default in

annual

filing of the

Company

2. PARTICULARS OF THE OFFER

a. Financial Position of the Company for the last three financial years Financial

Position Of

The Issuer

b. Date of passing of board resolution; Cover Page

c. Date of passing of resolution in the general meeting, authorizing the offer of securities; N.A.

d. Kinds of securities offered (i.e. whether share or debenture) and class of security; Cover Page




16

Sr.

No.


Section

e. Price at which the security is being offered including the premium, if any, along with

justification of the price;

N.A

f. Name and address of the valuer who performed valuation of the security offered, and

the basis on which the price has been arrived at along with report of the registered

valuer

N.A

g. Relevant date with reference to which price has been arrived at (Relevant date means

the date on which the general meeting of the Company is scheduled to be held)

N.A

h. The class or classes of persons to whom the allotment is proposed to be made Definition

Section

i. Intention of promoters, directors or key managerial personnel to subscribe to the offer

(applicable in case they intend to subscribe to the offer) (not required in case of issue

of non- convertible debentures);

N.A.

j. The change in control, if any, in the company that would occur consequent to the

private placement

Corporate

Structure of

the Issuer

k. The number of persons to whom allotment on preferential basis/private

placement/rights issue has already been made during the year, in terms of number of

securities as well as price

Nil

l. The justification for the allotment proposed to be made for consideration other than

cash together with valuation report of the registered valuer

N.A.

m. Amount which the company intends to raise by way of securities; Cover Page

n. Terms of raising of securities: Duration, if applicable, Rate of dividend or rate of

interest, mode of payment and repayment;

Particulars

of the Offer

o. Proposed time schedule for which the offer letter is valid; Cover Page

p. Purposes and objects of the offer; Particulars

of the Offer

q. Contribution being made by the promoters or directors either as part of the offer or

separately in furtherance of such objects;

N.A.

r. Principle terms of assets charged as security, if applicable; Particulars

of the Offer

s. The details of significant and material orders passed by the Regulators, Courts and

Tribunals impacting the going concern status of the company and its future operations;

Disclosure

With

Regard To

The Interest

Of

Directors,

Litigation

Etc

t. The pre-issue and post-issue shareholding pattern of the company -

Serial

Number

Category Pre-Issue (as on September

18, 2020)

Post-Issue




17

Sr.

No.


Section

No. of shares

held

% of

shareholding

No. of shares

held

% of

shareholding

A. Promoter

and

Promoter

Group

holding

1. Indian

Individual

21,28,74,946 58.55 21,28,74,946 58.55

Bodies

corporate

3,33,00,000 9.16 3,33,00,000 9.16

Sub Total 24,61,74,946 67.70 24,61,74,946 67.70

2. Foreign

Promoters

- - - -

Sub Total

(A)

24,61,74,946 67.70 24,61,74,946 67.70

B. Non –

Promoters

Holding

Institutional

Investors

10,93,00,746 30.06 10,93,00,746 30.06

Private

Corporate

Bodies

7,11,636 0.20 7,11,636 0.20

Directors

and

Relatives

48,047 0.01 48,047 0.01

Indian

Public

59,31,317 1.63 59,31,317 1.63

Others

Including

Non

Residents

14,35,545 0.39 14,35,545 0.39

Sub- Total

(B)

11,74,27,291 32.30 11,74,27,291 32.30

GRAND

TOTAL

36,36,02,237 100.00 36,36,02,237 100.00

3. DISCLOSURES WITH REGARD TO INTEREST OF DIRECTORS,

LITIGATION ETC.




18

Sr.

No.


Section

a. Any financial or other material interest of the directors, promoters or key managerial

personnel in the offer and the effect of such interest in so far as it is different from the

interests of other persons.

Disclosure

With

Regard To

The Interest

Of

Directors,

Litigation

Etc

b. details of any litigation or legal action pending or taken by any Ministry or Department

of the Government or a statutory authority against any promoter of the offeree

company during the last three years immediately preceding the year of the circulation

of the offer letter and any direction issued by such Ministry or Department or statutory

authority upon conclusion of such litigation or legal action shall be disclosed

Disclosure

With

Regard To

The Interest

Of

Directors,

Litigation

Etc

c. Remuneration of directors (during the current year and last three financial years); Disclosure

With

Regard To

The Interest

Of

Directors,

Litigation

Etc

d. Related party transactions entered during the last three financial years immediately

preceding the year of circulation of offer letter including with regard to loans made or,

guarantees given or securities provided

Annexure 8

e. Summary of reservations or qualifications or adverse remarks of auditors in the last

five financial years immediately preceding the year of circulation of offer letter and of

their impact on the financial statements and financial position of the company and the

corrective steps taken and proposed to be taken by the company for each of the said

reservations or qualifications or adverse remark

Disclosure

With

Regard To

The Interest

Of

Directors,

Litigation

Etc

F. Details of any inquiry, inspections or investigations initiated or conducted under the

Companies Act or any previous company law in the last three years immediately

preceding the year of circulation of offer letter in the case of company and all of its

subsidiaries. Also if there were any prosecutions filed (whether pending or not) fines

imposed, compounding of offences in the last three years immediately preceding the

year of the offer letter and if so, section-wise details thereof for the company and all

of its subsidiaries

Disclosure

With

Regard To

The Interest

Of

Directors,

Litigation

Etc

g. Details of acts of material frauds committed against the company in the last three years,

if any, and if so, the action taken by the company.

Disclosure

With

Regard To

The Interest

Of

Directors,

Litigation




19

Sr.

No.


Section

Etc

4. FINANCIAL POSITION OF THE COMPANY

a. The capital structure of the company in the following manner in a tabular form- Financial

Position of

the Issuer

(i)(a) the authorised, issued, subscribed and paid up capital (number of securities,

description and aggregate nominal value);

Financial

Position of

the Issuer

(b) size of the present offer; Financial

Position of

the Issuer

(c) paid up capital Financial

Position of

the Issuer

(A) after the offer; Financial

Position of

the Issuer

(B) after conversion of convertible instruments (if applicable) Financial

Position of

the Issuer

(d) share premium account (before and after the offer) Financial

Position of

the Issuer

(ii) the details of the existing share capital of the issuer company in a tabular form,

indicating therein with regard to each allotment, the date of allotment, the number of

shares allotted, the face value of the shares allotted, the price and the form of

consideration

Provided that the issuer company shall also disclose the number and price at which

each of the allotments were made in the last one year preceding the date of the offer

letter separately indicating the allotments made for considerations other than cash and

the details of the consideration in each case;

Financial

Position of

the Issuer

b. Profits of the company, before and after making provision for tax, for the three

financial years immediately preceding the date of circulation of offer letter;

Financial

Position Of

The Issuer

c. Dividends declared by the company in respect of the said three financial years; interest

coverage ratio for last three years (Cash profit after tax plus interest paid/interest paid)

Financial

Position Of

The Issuer

d. A summary of the financial position of the company as in the three audited balance

sheets immediately preceding the date of circulation of offer letter;

Financial

Position Of

The Issuer

e. Audited Cash Flow Statement for the three years immediately preceding the date of Financial




20

Sr.

No.


Section

circulation of offer letter; Position of

the Issuer

f. Any change in accounting policies during the last three years and their effect on the

profits and the reserves of the company.

Financial

Position of

the Issuer

5. A DECLARATION BY THE DIRECTORS THAT-

(a) the company has complied with the provisions of the Companies Act and the rules

made thereunder;

(b) the compliance with the Companies Act and the rules does not imply that payment

of dividend or interest or repayment of debentures, if applicable, is guaranteed by

the Central Government;

(c) the monies received under the offer shall be used only for the purposes and objects

indicated in the Offer letter;

Annexure 5




21

GENERAL INFORMATION

Registered and Corporate office of the Issuer

Commerz, 3rd Floor, International Business Park, Oberoi Garden City, Off Western Express Highway, Goregaon

(E) Mumbai 400063

Email ID: [email protected]

Website: www.oberoirealty.com

Tel: + 91 22 6677 3333

Fax: + 91 22 6677 3334

Business carried on by the Issuer and its subsidiaries with details of the branches or units, if any

Oberoi Realty Limited, and its subsidiary companies (collectively, “the Group”), are primarily engaged in real

estate development activity, operating in Mumbai Metropolitan Region, focused on premium developments. The

Group have a diversified portfolio of projects in mixed-use or single-segment developments, which cover key

segments of the real estate market, namely: (i) residential, (ii) office space, (iii) retail, (iv) hospitality, and (v)

social infrastructure. The following are the subsidiaries of the Issuer:

Sr.

No.

Name of subsidiary company Country of

Incorporation

% of

equity held

Primary business activity

1 Evenstar Hotels Private Limited India 100 Hospitality

2 Expressions Realty Private

Limited

India 100 Real estate development

3 Incline Realty Private Limited India 100 Real estate development

4 Integrus Realty Private Limited India 100 Real estate development

5 Kingston Hospitality and

Developers Private Limited

India 100 Real estate development

6 Kingston Property Services

Limited

India 100 Property management and

maintenance

7 Oberoi Constructions Limited India 100 Real estate development

8 Oberoi Mall Limited India 100 Leasing of immovable property

9 Perspective Realty Private Limited India 100 Real estate development

10 Sight Realty Private Limited India 100 Real estate development

Oberoi Realty Limited, was incorporated as a limited liability company under the Companies Act, 1956 on May

8, 1998 as Kingston Properties Private Limited. The Company has its registered office at Commerz, 3rd Floor,

International Business Park, Oberoi Garden City, Off Western Express Highway, Goregaon (E) Mumbai 400063,

and the Corporate Identification Number (CIN) as L45200MH1998PLC114818.

The Issuer underwent a name change from Kingston Properties Private Limited to Oberoi Realty Private Limited

and the certificate for change of name was issued on October 23, 2009 by the ROC. Subsequently, the Company

was converted into a public limited company on December 14, 2009 and consequently, the name was changed to

Oberoi Realty Limited.

The main object of the memorandum of association of the Issuer is:

“To carry on the business of Builders, Masoners and General Construction and Contractors and to carry on the

business of the proprietors of lands, flats, maisonetes, dwelling houses, shops, offices, industrial estates, lessees

of lands, flats and other immoveable properties and for these purposes to purchase, take on lease or otherwise

acquire and hold any lands or buildings of any tenure or description wherever situated, or rights or interests therein

or connected therewith, to prepare building sites, and to construct, reconstruct, pull down, renovate, develop, alter,

improve, decorate and furnish and maintain flats, hotels, malls, educational institutes, hospitals, maisonettes,

dwelling houses, shops, offices, buildings, industrial estates, works and conveniences, and sell the same on

ownership basis, instalment basis or loose basis and rental basis and transfer such buildings to co-operative

mailto:[email protected]

http://www.oberoirealty.com/




22

societies, limited companies, bodies corporate or association of persons or individuals as the case may be, to lay

out roads and pleasure gardens and recreation grounds to plant, drain or otherwise improve the land or any part

thereof and to promote, operate and manage various immoveable properties and other real estate assets, and to

develop, acquire and invest, either directly or indirectly, in income producing immoveable properties in India and

to also undertake development and maintenance of infrastructure projects in all areas of infrastructure including

but not limited to facilities such as road, power, water and industrial infrastructure.”

Corporate Structure of the Issuer

The Issuer was incorporated under the Companies Act, 1956 as a limited liability company, with an initial

authorised share capital of INR 100,000 divided into 10,000 equity shares of INR 10 each.

Details of Promoter and Promoter Group Holding in the Issuer as on the latest quarter end being June 30, 2020

Sr.

No.

Name of the

shareholders

Total No. of

Equity Shares

No. of shares

in demat form

Total shareholding

as % of total no of

equity shares

No. of

Shares

Pledged

% of Shares

pledged with

respect to

shares owned

Promoter

1. Vikas Oberoi 21,28,73,614 21,28,73,614 58.55 Nil Nil

Promoter Group

1. Santosh Oberoi 1,110 1,110 0.00 Nil Nil

2. Bindu Oberoi 111 111 0.00 Nil Nil

3. Gayatri Oberoi 111 111 0.00 Nil Nil

4. R S Estate

Developers

Private Limited

3,33,00,000 3,33,00,000 9.16 Nil Nil

R S Estate Developers Private Limited is promoted by Vikas Oberoi who directly and indirectly hold the majority

of the equity share capital of R S Estate Developers Private Limited.

The change in control, if any, in the company that would occur consequent to the private placement: Nil.

Key Operational and financial parameters for the last three audited years

Rs. in lakh

Parameters FY 2019-20 FY 2018-19 FY 2017-18

For Non-Financial Entities

Net worth 6,27,650.01 6,03,572.97 4,46,190.26

Total Debt 96,263.91 67,091.81 87,487.06

of which – Non Current Maturities

of Long Term Borrowing

- 58,851.45 67,864.18

- Short Term Borrowing 96,263.91 8,240.36 19,622.88

- Current Maturities of Long

Term Borrowing

- - -

Long Term Provisions 160.21 146.29 134.85

Net Fixed Assets 74,922.94 75,251.29 78,092.55

Non Current Investments 71,328.58 73,789.13 77,472.34

Other Non Current Assets 54,066.92 14,720.25 13,540.26

Cash and Cash Equivalents

(including bank balances)

4,403.78 27,746.40 4,817.60

Current Investments 2,688.51 - -

Other Current Assets 10,292.24 99,829.43 99,716.88

Current Liabilities (other than short

term borrowings and current

maturity of long term borrowings)

24,861.48 24,347.45 38,199.57




23

Net Sales 74,385.72 1,15,837.98 1,08,334.18

EBITDA (including other income) 46,162.23 69,094.43 63,315.08

EBIT (including other income) 43,078.71 65,942.35 59,093.84

Interest 1,187.48 1,453.76 257.25

PBT 41,891.23 64,488.59 59,093.84

PAT 31,484.34 45,370.19 41,716.78

Dividend amounts 7,272.12 6,792.05 6,792.33

Current ratio 4.56 16.58 7.11

Interest coverage ratio 4.82 9.05 20.76

Debt/equity ratio 0.15 0.11 0.20

Debt Service Coverage Ratios 0.45 1.26 0.99

The debt equity ratio prior to and after issue of the debt security

Before the issue of debt securities 0.15

After the issue of debt securities 0.26

Project cost and means of financing, in case of funding of new projects

N.A.

Management of the Issuer

Vikas Oberoi

Vikas Oberoi is the Chairman and Managing Director of Oberoi Realty Limited. He has been on the Board since

its incorporation. Prior to joining Oberoi Realty Limited, he has worked with various Promoter Group entities

and group companies and has more than three decades of experience in the real estate sector. He has been

recognised as of the “India’s Top Builders of 2017” at the “Construction World Architect and Builder” awards.

He is involved in the formulation of corporate strategy and planning, overall execution and management, and

concentrates on the growth and diversification plans of our Company. He is also on India Advisory Board of the

Harvard Business School.

Saumil Daru

Saumil Daru is the Director – Finance cum Chief Financial Officer and heads the finance and accounts, tax and

secretarial departments. He has been associated with Oberoi Realty since October 2002. He is a qualified

Chartered Accountant. He has also completed the Advanced Management Program from the Harvard Business

School. Prior to joining Oberoi Realty, he was employed with Ernst & Young India Private Limited and has nearly

27 years of experience in tax, accounts and finance.




24

Jaswinder Singh Sandhu

Jaswinder Singh Sandhu joined Oberoi Realty in August 2002 and is the Executive Vice President of the

Engineering department. He has been a part of Company’s core team and instrumental in completing Oberoi Mall,

Commerz and Westin Hotel.

Rajendra Chandorkar

Rajendra Chandorkar is the Executive Vice President – Architecture of Oberoi Realty and heads the architecture

department. He has been associated with Oberoi Realty since July 10, 1999. He holds a bachelor’s degree in

Architecture from Sir J. J. College of Architecture. Prior to joining Oberoi Realty, he was employed with

Kalpataru Constructions Overseas Private Limited and has about 22 years of experience.

Arunkumar Kotian

Arunkumar Kotian is the Vice President - Corporate Affairs of the Company and heads the liaison department.

He holds a bachelor’s degree in Commerce from the Mysore University. He has been associated with Oberoi

Realty since July 2003 and he has been associated with Promoter Group since 1990.

Rochelle Chatterjee

Rochelle Chatterjee is the Executive Vice President – Residential Sales and heads the residential sales department.

She has been associated with the Company since January 7, 2010. She holds Bachelor’s Degree in Commerce.

Prior to joining Oberoi Realty, she was employed with Thomas Cook and has over 21 years of experience in

Customer Service.

Unmesh Mayekar

Unmesh Mayekar is the Assistant Vice President – Human Resources & Employee Services of the Company.

Unmesh holds a Full-time Masters Degree from Maharashtra Institute of Labour Studies. Unmesh comes with a

16 year experience in Global Human Resources. He has worked with large and diverse Information technology

companies, Syntel Ltd, Mphasis and Tata Infotech, with a workforce spanning 25,000 to 50,000 professionals

across US, Europe, Asia and Australia. He has witnessed some of the best HR practices and robust HR systems.

Pankaj Pandit

Pankaj Pandit is the Chief Information Officer of the Company. Pankaj holds a Bachelors Degree in Engineering

from Sardar Patel College of Engineering, additionally a course from IIM Ahemdabad on IT Project Management.

He comes with an experience of 28 years with diverse industries like Real Estate, Manufacturing, Chemicals and

IT Services. He has expertise in management of end to end IT function, implementation of applications and Digital

transformation. Prior to joining Oberoi Realty he has been associated with some of the companies like Tata

Housing Development Company, Blue Star Limited, Wipro Infotech Limited to name a few.

Bhaskar Kshirsagar

Bhaskar Kshirsagar is the Company Secretary. He joined Oberoi Realty on November 1, 2007. Prior to joining

Oberoi Realty Limited, he has worked with Puneet Resins Limited and Arihant Capital Markets Limited, and has

approximately 15 years of experience in secretarial functions.

Details of the Directors of the Issuer

Details of the current Directors of the Issuer*




25

Sr.

No.

Name and

Designation

of Directors

(DIN)

Occupation Age Address Director of the

Issuer since

Other Directorships

1. Mr. Vikas

Oberoi

Designation:

Chairman

and

Managing

Director

DIN:

00011701

Entrepreneur 51 Plot No. 70, 12th N.

S. Road, JVPD

Scheme, Juhu, Vile

Parle, Mumbai 400

049

May 8, 1998 1. Arrow Flight

Services Private

Limited

2. Beachwood

Properties Private

Limited

3. Evenstar Realty

Private Limited

4. Expressions Realty

Private Limited

5. Incline Realty

Private Limited

6. Integrus Realty

Private Limtied

7. I-Ven Realty

Limited

8. Kingston Property

Services Limited

9. Oberoi

Constructions

Limited

10. Oberoi Estates

Private Limited

11. R.S. Estate

Developers Private

Limited

12. Shrivastsa Realty

Private Limited

13. Siddhivinayak

Realties Private

Limited

2. Ms. Bindu

Oberoi

Designation:

Non-

Independent,

Non-

Executive

Director

DIN:

00837711

Entrepreneur 52 Plot no. 70, 12th N.S.

Road, J.V.P.D

Scheme, Juhu, Vile

Parle (West),

Mumbai - 400 049

December 1,

2006

1. Evenstar Realty

Private Limited

2. Expressions Realty

Private Limited

3. Incline Realty

Private Limited

4. Integrus Realty

Private Limited

5. I-Ven Realty

Limited

6. Kingston Property

Services Limited

7. Oberoi

Constructions

Limited

8. Oberoi Mall Limited

9. Panoramic Beach

Properties Private

Limited

10. Perspective Realty

Private Limited

11. Sight Realty Private




26

Sr.

No.

Name and

Designation

of Directors

(DIN)


Issuer since

Other Directorships

Limited

3. Mr.

Venkatesh

Mysore

Designation:

Independent,

Non-

Executive

Director

DIN:

01401447

Service 61 The Imperial, North

Tower Apartment

4305, BB Nakashe

Marg, Tardeo,

Mumbai 400 034

July 26, 2011 1. Gujarat Sidhee

Cement Limited

2. Knight Riders Sports

Private Limited

3. Meer Foundation

4. Mehta Sports Private

Limited

5. Oberoi Constructions

Limited

4. Mr.

Tilokchand

Ostwal

Designation:

Independent,

Non-

Executive

Director

DIN:

00821268

Chartered

Accountant

65 103 Falcon's Crest,

G.D. Ambekar Marg,

Parel, Mumbai-

400012

December 12,

2007

1. Intas

Pharmaceuticals

Limited

2. Incline Realty

Private Limited

3. ITI Mutual Fund

Trustee Private

Limited

4. Oberoi Constructions

Limited

5. Polycab India

Limited

6. Mankind Pharma

Limited

7. Chamber of Indian

Charitable Trusts

5. Mr. Saumil

Daru

Designation:

Non-

Independent,

Executive

Director

DIN:

03533268

Service 49 A-2301, Oberoi

Woods, Off W. Exp

Highway, Goregaon

East, Mumbai -

400063

May 10, 2014 1. Evenstar Hotels

Private Limited

2. I-Ven Realty Limited

3. Incline Realty

Limited

4. Oberoi Mall Limited

5. Metropark Infratech

and Realty

Developments Private

Limited

6. Perspective Realty

Private Limited

Siddhivinayak

Realties Private

Limited

6. Ms. Tina

Trikha

Designation:

Independent,

Non-

Executive

Director

DIN:

02778940

Business 45 Meadows 9, Al

Thanayah, Post Box

No 900210 Dubai

April 12, 2019 1. Flatiron Consulting

Services Private

Limited

2. Hero MotoCorp

Limited




27

Sr.

No.

Name and

Designation

of Directors

(DIN)


Issuer since

Other Directorships

7. Mr. Karamjit

Singh Kalsi

Designation:

Independent,

Non-

Executive

Director

DIN:

02356790

Business 52 15, Central Park

West, Apartment 5A,

New York, New York

10023

September 12,

2014

Greenoak India

Investment advisors

Private Limited

Name of none of the current directors appear in the RBI defaulter list and/or ECGC default list.

Details of change in directors since last three years

Name Date of

Appointment/

Resignation

Director of the Issuer

Since (In case of

resignation)

Remarks

Ms. Tina Trikha April 12, 2019 - Appointed

Mr. Anil Harish July 24, 2019 September 18, 2009 Resigned

Risk Factors

An investment in Debentures involves a high degree of risk. Investors should carefully consider each of the

following risk factors and all the information set forth in this Offer Letter before making an investment in our

Debentures. The risks and uncertainties described in this section are not the only risks that the Issuer currently

faces. Additional risks and uncertainties not presently known to the Issuer may also have an adverse effect on the

Issuer’s business, results of operations and financial condition. If any particular or some combinations of the

following risks or other risks that are not currently known actually occur, the business prospects, results of

operations and financial condition of the Issuer could be adversely affected. The actual occurrence of such risks

will also affect the trading price of the Debentures and the value of your investment could decline or be lost.

Risk Factors in relation to the Debentures

The security provided by the Company may not be sufficient to cover the obligations arising pursuant

to the Debentures.

The Debentures are secured by way by the security mentioned under the Table set out in the Section

relating to Particulars of the Offer. In the event the security cover falls below the agreed levels, the

Company is required to create charge over additional assets to maintain the required security cover in

relation to the Debentures.

There can be no assurance that the value of the flats mortgaged as part of security will not decrease or

that the Company will be able to sell such flats or effect sale in its other projects in a timely manner or

at all. Any inability of the Company to sell its units or acquire land at attractive prices may adversely

affect its business and prospects and consequently its ability to fulfill its security obligations. There can

be no assurance that the Company will be able to maintain the security during the period that the

Debentures are outstanding or provide additional assets towards security or that such security would be

adequate to cover the obligations of the Company arising pursuant to the issue of the Debentures.




28

The management of the Company will have significant flexibility in applying proceeds received from

the Debentures. The fund requirement and deployment have not been appraised by any bank or financial

institution.

The Debentures may not be a suitable investment for all purchasers.

Potential investors should ensure that they understand the nature of the Debentures and the extent of

their exposure to risk, that they have sufficient knowledge, experience and access to professional

advisers to make their own legal, tax, accounting and financial evaluation of the merits and risks of

investment in the Debentures and that they consider the suitability of the Debentures as an investment

in the light of their own circumstances and financial condition.

Taxation

Potential purchasers and sellers of the Debentures should be aware that they may be required to pay

stamp duties or other documentary charges/ taxes in accordance with the laws and practices of India.

Payment and/or delivery of any amount due in respect of the Debentures will be conditional upon the

payment of all applicable taxes, duties and/ or expenses.

Potential Investors should consult their own independent tax advisors. In addition, potential Investors

should be aware that tax regulations and their application by the relevant tax authorities change from

time to time. Accordingly, it is not possible to predict the precise tax treatment which will apply at any

given time.

The Debentures may be Illiquid

It is not possible to predict if and to what extent a secondary market may develop in the Debentures or

at what price the Debentures will be sold or purchased in the secondary market or whether such market

will be liquid or illiquid.

The Issuer may, but is not obliged to, at any time prior to the Redemption Date, purchase the Debentures

at any price in the open market or by tender or private agreement, subject to applicable regulatory

approval, at such terms acceptable to the holders of the Debentures. Any Debentures so purchased may

be held or surrendered for cancellation. The more limited the secondary market is, the more difficult it

may be for holders of the Debentures to realise the value for the Debentures prior to redemption of the

Debentures.

Future Legal and Regulatory Obstructions

Future government policies and changes in laws and regulations in India and comments, statement or

policy changes by any regulator, including but not limited to SEBI, may adversely affect the Debentures.

The timing and content of any new law or regulation are not within the Issuer’s control and such new

law, regulation, comment, statement or policy change could have an adverse effect on the market for

and the price of the Debentures.

Further, SEBI or other regulatory authorities may require clarifications in this Placement Offer Letter,

which may cause a delay in the issuance of the Debentures or may result in the Debentures being

materially affected or even rejected.

Further, the exercise by the Debenture Trustee of the powers and remedies conferred on it under

the Debenture Trust Deed, or otherwise vested in them by law, will be subject to general equitable




29

principles, the general supervisory powers and discretion of the Indian courts in the context

thereof and the obtaining of any necessary governmental or regulatory consents, approvals,

authorizations or orders.

Risks in Relation to Indian Market, Economy and Political Situation

Uncertain trading markets.

The Company proposes to list the Debentures on the wholesale debt market (“WDM”) segment of BSE

Limited. The Company cannot assure Debenture holders that a trading market for their Debentures will

ever develop or be maintained.

Many factors independent of the creditworthiness of the Company affect the trading market of the

Debentures. These factors include:

• The time remaining to the maturity of the Debentures

• The outstanding amount of the Debentures

• The redemption features of debentures

• The level, direction and volatility of the market rates generally

Any downgrading in credit rating of the Debentures may affect the value of the Debentures and thus

the Company’s ability to raise further debts.

This Issue has been rated by Credit Analysis & Research Limited as having the credit rating as more

particularly provided in the Cover Page of this Offer Letter. The rating letter is provided in Annexure

1. The Issuer cannot guarantee that these ratings will not be downgraded. Such a downgrade in the

above credit ratings may lower the value of the Debentures and may also affect the Issuer’s ability to

raise further debt.

Receipt of coupon or principal is subject to the credit risk of the Company.

Investors should be aware that the receipt of any coupon payment and principal amount at maturity is

subject to the credit risk of the Company. Any stated credit rating of the Company reflects the

independent opinion of the referenced rating agency as to the creditworthiness of the rated entity but is

not a guarantee of credit quality of the Company. Any downgrading of the credit ratings of the Company

by the rating agency may lower the value of the Debentures.

A slowdown in economic growth in India could cause the Company’s business to suffer.

The Company’s performance and the quality and growth of its assets are necessarily dependent on the

health of the overall Indian economy. Any adverse movement on the factors such as GDP growth,

capital markets, liquidity, etc. will have an adverse impact on the business of the Company. The

performance may also be impacted by political or economic developments and natural disasters like

earthquakes and flood.

Fluctuations in market conditions and increased statutory costs may affect our ability to meet the sale

and construction values and timelines.

Our business depends on the performance of the real estate market in the regions in which we operate,

and may be adversely affected if market conditions deteriorate. Real estate projects take substantial time




30

to develop, and we may incur losses if we purchase land at high prices and have to sell or lease our

developed projects during weaker economic periods. Further, the market for property can be illiquid,

and there may be high transaction costs as well as insufficient demand for property at the expected

rental or sale price, which may limit our ability to respond promptly to market events. Any adverse

affect on the demand for, and valuation of, our completed projects, our projects under construction and

our planned projects, may adversely affect our financial condition, the sale and construction values and

timelines.

Real estate developers in India are required to comply with a number of laws and regulations including

those related to payment of stamp duty and registration of property documents. In addition, real estate

developers are required to adhere to a number of tax statutes, including those related to payment of

income tax, property tax, service tax and state government charges and levies. Any changes in these

laws, regulations or policies, particularly statutes related to property tax, service tax or stamp duty, or a

change in interpretation and application, may result in increase in our expenses or require us to revise

our business strategies and plans. The expenditure required in the future to comply with changed

regulatory or taxation requirements may vary substantially from our current and budgeted expenditure.

Political Instability or changes in the Government could delay further Liberalization of the Indian

economy and adversely affect economic conditions in India

Since 1991, successive Indian Governments have pursed policies of economic liberalization. The role

of the Central and State Governments in the Indian economy as producers, consumers and regulators

has remained significant. If there is a slowdown in economic liberalization, or a reversal of steps already

taken, it could have an adverse effect on the debt market which is as such exposed to the risks of the

Indian regulatory and policy regime.

In times of outbreak of war, pandemic like covid-19 etc., smooth functioning of the economy may be

disrupted and may affect the liquidity and interest rates in the economy, which in turn may affect the

value of the Debentures.

Downgrade of India’s sovereign debt rating ay adversely affect our ability to raise debt financing

Any adverse revisions by international rating agencies to the credit ratings of the Indian national

government’s sovereign domestic and international debt may adversely affect our ability to raise

financing by resulting in a change in the interest rates and other commercial terms at which we may

obtain such financing. This could have a material adverse effect on our capital expenditure plans,

business and financial performance. A downgrading of the Indian national government’s debt rating

may occur, for example, upon a change of government tax or fiscal policy, which are outside our control.

Risk Factors in relation to the Issuer

The Company may not hold, or may not be able to prove that it holds, good title to its real estate assets,

and it may not be able to obtain title insurance guaranteeing title or land development rights.

In India, property records do not provide a guarantee of title. Property records in India have not been

fully computerised and are generally maintained and updated manually through physical records of all

land-related documents. This process may take a significant amount of time and result in inaccuracies

or errors. For example, we have identified discrepancies in the land area in revenue records, the area in

title deeds and/or the actual physical area of some of our land. In certain cases, our name may not have

been updated in the land records as owners of the land. It is therefore difficult to obtain and rely on




31

accurate and up-to-date property records, which could delay or impede our development or acquisition

activities.

In addition, we may not have good and marketable title to some of our land as a result of non-execution

or non-registration or inadequate stamping of conveyance deeds and other acquisition documents, or

may be subject to, or affected by, encumbrances of which we may not be aware. A portion of land for

which we are seeking to obtain development rights consists of agricultural land. The title to agricultural

land is often fragmented and the land may, in many cases, have multiple owners and claimants who

may not have perfect title to it. The land may also be subject to acquisition proceedings under applicable

laws. Some of our projects are also being executed through joint ventures with third parties who may

not have good and marketable title. Legal disputes in respect of land title can take several years and

considerable expense to resolve if they become the subject of court proceedings and their outcome can

be uncertain. If we or the owners of the land, with whom we enter into joint venture or development

agreements are unable to resolve such disputes with these claimants, we may lose our interest in such

land.

We may not therefore be able to assess or identify disputes, unregistered encumbrances or adverse

possession rights over title to real property in which we have invested or may invest. Failure to obtain,

or to prove that we hold, good title to a particular plot of land may materially prejudice the success of

a development for which that plot is a critical part, may require us to write off expenditures in respect

of that development and may adversely affect our property valuations and prospects. Prospective

investors should note that neither legal counsel to our Company nor to the Book Running Lead

Managers is providing opinions in respect of title to our land.

In certain instances, the consideration for land acquisition is payable on a deferred basis. If we are

unable to make such deferred payment on time, or at all, on our current land reserves or future land

reserves, it would materially or adversely affect our ability to develop such land and may also result in

a failure to realize a profit on our initial investment.

The lands registered in our name may have irregularities in title or irregularities may arise in the future.

In addition, title insurance is not commercially available in India to guarantee title or land development

rights in respect of land. The difficulty of obtaining title insurance in India means that title records

provide only for presumptive rather than guaranteed title, and that we face uninsured risk of loss of

lands we believe we own interests in or have development rights over. The absence of title insurance,

coupled with the difficulties in verifying title to land, may increase our exposure to third-party claims

to the property. We can provide no assurance that we have, or may not be able to prove that we hold,

valid title or rights in respect of all of the land we believe we own or have development rights over and

are unable to insure against such risk.

The Company may not be able to obtain approvals, licenses and permits in a timely manner or at all.

To successfully execute projects and operate the business, the Company is required to obtain statutory

and regulatory approvals, licenses, registration and permits and applications need to be made at

appropriate stages of the projects. There can be no assurance that the Company will receive such

approvals in a timely manner or at all. The Company may encounter material difficulties in fulfilling

any conditions precedent to the approvals received by it or any approvals that it may require in the

future. The Company may also not be able to adapt to new laws, regulations or policies that may come

into effect from time to time with respect to the property industry in general or the particular processes

with respect to the granting of the approvals. If the Company fails to obtain or renew, or experience




32

material delays in obtaining or renewing, the requisite governmental approvals, or if any approvals are

suspended or revoked, the schedule of development and the sale of projects could be substantially

disrupted or impeded, which could have a material adverse effect on the business and financial condition

of the Company.

The real estate business is capital intensive and the success of the Company may depend upon its ability

to find funding on acceptable terms.

The real estate business is capital intensive. Further, the actual amount and timing of future capital

requirements may differ from estimates of the Company as a result of, among other things, unforeseen

delays or cost overruns in developing projects, unanticipated expenses and regulatory changes. To the

extent the Company’s capital expenditure requirements exceeds its available resources, it will be

required to seek additional debt or equity financing. Additional debt financing could increase the

interest cost and require the Company to comply with restrictive covenants in the financing agreements.

Additionally, the ability of the Company to obtain additional financing on favourable terms, if at all, is

also dependent on different factors such as the Company’s future financial conditions, terms of any

existing indebtedness and the general market conditions. There can be no assurance that the Company

will be able to raise additional financing on acceptable terms in a timely manner or at all. Its failure to

obtain financing on acceptable terms and in a timely manner could materially and adversely impact the

Company’s business, financial condition and results of operations.

The Company may not be able to successfully identify and acquire suitable land for development, which

may adversely affect its business.

The business of the Company is dependent upon its ability to identify suitable land for development.

Any decision to acquire land which is based on inaccurate or incomplete information could adversely

affect its business. The Company may not be successful in expanding our business and operations.

Any legal proceedings against the Company or its Directors or the Promoter may adversely impact the

operations of the Company.

Any legal proceeding initiated against the Company or its Directors or the Promoter may divert the time

and resources of the management. Further, there can be no assurance that such proceedings initiated in

the future will be decided in the favour of the Company or its Directors or the Promoter. Any adverse

outcome in such proceedings against a Director could have an adverse effect on the ability of the

Director to serve the Company, which may adversely affect the Company. Further, an adverse outcome

may also have an adverse effect on the reputation of the Company or the Promoter and affect its future

business.

Any inability to attract and retain talented professionals may impact its business.

Attracting and retaining talented professionals is an element of the business strategy of the Company.

An inability to attract and retain talented professionals or the resignation or loss of key management

personnel may have an adverse impact on the business and future financial performance.

Dependence on various third parties, including our joint venture partners, contractors and independent

service providers, over whom the Company may have no control

We depend on various third parties, including our joint venture partners, contractors and independent

service providers, over whom we may have no control, for the development of all of our projects. We




33

undertake certain projects in cooperation with other real estate development companies or third parties.

Our investments in joint ventures may be exposed to the risk of impairment due to litigation or other

factors that may adversely affect such joint ventures.

Arrangements governing our joint ventures may provide us with only partial control over the operations

of the joint ventures under certain circumstances. Where we are a minority participant in a joint venture,

there may exist inherent potential conflicts of interests with our joint venture partners, who may make

significant decisions without our consent that affect our interests, such as delaying project execution

timetables. Moreover, we may not have entered into agreements with some of our joint venture partners,

contractors and independent service providers. In addition, it may be necessary for us to obtain consent

from a joint venture partner before we can cause the joint venture to make or implement a particular

business development decision or to distribute profits to us or there may be disputes between us and our

joint venture partners, among our joint venture partners or between our joint venture partners and the

land owner or another third party. These and other factors may cause our joint venture partners to act

in a way contrary or conflicting to our interests, or otherwise be unwilling to fulfil their obligations

under our joint venture arrangements, which could have a material adverse effect on our business,

financial condition and results of operation. In addition, our joint venture partners may fail to develop

the rehabilitation portion of the slum rehabilitation projects in accordance with the regulations and

directives of the Slum Rehabilitation Authority (“SRA”) overseeing such projects. In addition, there are

certain encumbrances on the land that is proposed to be developed and our joint venture partners may

not have completed all the formalities required under applicable laws. We may therefore lose part of or

all our development rights over the free-sale portion.

Further, we engage independent architects and construction contractors, who may in turn hire sub-

contractors and other third parties, for the design and construction of all our projects. The success of

our projects therefore depends significantly on the performance of various third parties, including our

contractors and service providers. As we do not control any of our contractors or service providers, we

cannot ensure they perform their obligations and services satisfactorily, to a standard that meets our

requirements or targeted quality levels or that they are not involved in corruption or other improper

conduct in relation to our projects. We may also not be able to recover compensation for any resulting

defective work or materials. We may therefore incur losses as a result of our projects being delayed or

disrupted or having to fund the repair of defective work or pay damages to persons who have suffered

loss as a result of such defective work. We may also be required to incur additional cost or time to

develop our projects, which could adversely affect our business, financial condition and results of

operations.

Our joint venture partners, contractors and service providers may also face financial, legal or other

difficulties, which may affect their ability to continue with the project and consequently, may have a

material adverse effect on our business, financial conditions and results of operations. We may therefore

be required to make additional investments in the joint venture, provide extra funding or become liable

for other obligations, which could result in delays to our projects, reduced profits or, in some cases,

significant losses.

Future legal and regulatory obstructions may adversely affect the financial performance of the

Company and the Debentures.

Future government policies and changes in laws and regulations in India and comments, statements or

policy changes by any regulator, including but not limited to the SEBI or the RBI, may adversely affect

the Debenture, and restrict the Company’s ability to do business. The timing and content of any new




34

law or regulation is not within the Company’s control and such new law, regulation, comment,

statement or policy change could have an adverse effect on its business, results of operations and

financial condition. There can be no assurance that the laws governing the real estate section sector will

not change in the future or that such changes or the interpretation or enforcement of existing and future

laws and rules by governmental and regulatory authorities will not adversely affect its business and

future financial performance.

Our business is subject to RERA, which may require more time and cost to comply with

The Government notified RERA in the official gazette on May 1, 2016 and RERA became effective in

May 2017. RERA has been introduced to regulate the real estate industry and to ensure, among others,

imposition of certain responsibilities on real estate developers and accountability toward customers and

protection of their interest. RERA has imposed certain obligations on real estate developers, including

us, such as mandatory registration of real estate projects, not issuing any advertisements or accepting

advances unless real estate projects are registered under RERA, maintenance of a separate account for

amounts realized from each real estate project and restrictions on withdrawal of amounts from such

accounts and taking customer approval for major changes in sanction plan. In addition, we will have to

comply with state-specific rules and regulations which will be enacted by the relevant state government

where our Ongoing projects are or our future or Planned projects may be located, due to the introduction

of RERA. For instance, Maharashtra has issued the Maharashtra Real Estate (Regulation Development)

(Registration of Real Estate Projects, Registration of Real Estate Agents, Rates, of Interest and

Disclosure on Website) Rules, 2017 along with four other Rules.

To ensure compliance with the requirements of RERA, we may need to allocate additional resources,

which may increase our regulatory compliance costs and divert management attention. Further, we may

face challenges in interpreting and complying with the provisions of RERA due to limited jurisprudence

on them. In the event our interpretation of provisions of RERA differs from, or contradicts with, any

judicial pronouncements or clarifications issued by the Government in the future, we may face

regulatory actions or we may be required to undertake remedial steps. Any non-compliance of the

provisions of RERA or such state-specific legislations may result in punishments (including fines or

imprisonment) and revocation of registration of our Ongoing projects, which may have an adverse effect

on our business, operations and financial condition.

Cybersecurity, data security and data privacy breaches may create liability for us, damage our

reputation, and harm our business.

In the ordinary course of business, we have access to and routinely process the personal information of

customers, employees and joint venture partners, while we have programs and measures in place

designed to safeguard this data, and while we have implemented access controls designed to limit the

risk of unauthorized use or disclosure by employees, the techniques used to obtain unauthorized access

to data are complex and changing, and may be difficult to detect for long periods of time. A cyberattack,

disruption intrusion theft or other breach or an inadvertent act by an employee, could result in

unauthorized access to, or disclosure of, confidential data, resulting in civil or criminal penalties, costs

and reputational harm that could materially and adversely affect our business, financial condition and

results of operations. As the cybersecurity landscape evolves, we may find it necessary to make further

investments to protect data and infrastructure, which can be costly.

Data collection and storage are increasingly subject to legislation and regulations in various

jurisdictions and governments and international organizations are increasingly acting to protect the




35

privacy and security of personal information. For example, the European General Data Protection

Regulation imposes, amongst other things, obligations on data controllers and provides mechanisms to

safeguard data subjects. Complying with these evolving and varying requirements could require

significant expense and effort. In addition, violations of these laws can result in significant penalties,

claims by regulators or third parties, and damage to our brand and business.

Details of Default in repayment

Details of default, if any, including therein the amount involved, duration of default and present status, in

repayment of:

(a) statutory dues: Nil

(b) debentures and interest thereon: N.A.

(c) deposits and interest thereon: N.A.

(d) loan from any bank or financial institution and interest thereon: Nil

Company Secretary and Compliance Officer of the Issuer

Bhaskar Kshirsagar

Company Secretary and Compliance Officer

Address: Commerz, 3rd Floor, International Business Park, Oberoi Garden City, Off Western Express Highway

Goregaon (East), Mumbai 400 063

Email: [email protected]

Tel No.: +91 22 6677 3333

Fax No.: +91 22 6677 3334

Investors can contact the compliance officer in case of any Pre-Issue or Post-Issue related problems such

as non-receipt of letters of allotment, if any, etc. in the respective beneficiary account or refund orders, etc.

CFO of the Issuer

Saumil Daru

Director Finance cum Chief Finance Officer

Address: Commerz, 3rd Floor, International Business Park, Oberoi Garden City, Off Western Express Highway

Goregaon (East), Mumbai 400 063


Tel No.: +91 22 6677 3333

Fax No.: +91 22 6677 3334

Arrangers of the instrument

Kotak Mahindra Bank Limited

Address: 5th Floor, Plot No. C-27, Bandra Kurla Complex, Bandra (East), Mumbai – 400 051

Contact person: Gaurav Sarayan

Tel: +91 22 6166 0526

Fax: +91 22 6713 2410


Debenture Trustee of the Issue

Axis Trustee Services Limited







36

Address: The Ruby, 2nd Floor, SW, 29, Senapati Bapat Marg, Dadar West, Mumbai- 400 028


Tel No.: +91 22 6230 0451

Fax No.: +91 22 6230 0700

The Debenture Trustee for the Debentures being issued under this Issue is Axis Trustee Services Limited and has

given its consent for its appointment as Debenture Trustee to the Issue and inclusion of its name in the form and

context in which it appears in this Offer Letter vide its letter dated September 21, 2020 issued to the Issuer by the

Debenture Trustee and such consent has not been withdrawn as of the time of this Offer Letter. Such declaration

will be mentioned in all subsequent periodical communications sent to the Debenture Holders. The copy of the

consent letter from Axis Trustee Services Limited to act as Trustee for and on behalf of the holders of Debentures

is annexed as Annexure 2 (Consent Letter from Debenture Trustee).

Registrar of the Issue

Link Intime India Private Limited

C 101, 247 Park, L B S Marg, Vikhroli West, Mumbai 400 083

Email id: [email protected]

Tel No.: +91 22 4918 6270

Fax No.: +91 22 4918 6060

Credit Rating Agency of the Issue

CARE Ratings Limited

The Credit Rating Agency has assigned rating of ‘CARE AA+; Negative ’ (Pronounced ‘Double A Plus’, Outlook:

Negative’) to the Debentures vide its letter dated September 25, 2020. Instruments with this rating are considered

to have high degree of safety regarding timely servicing of financial obligations. Such instruments carry very low

credit risk.

The above ratings are not a recommendation to buy, sell or hold Debentures or other securities and investors

should take their own decision. The ratings may be subject to revision or withdrawal at any time by the assigning

rating agencies on the basis of additional information evaluated by the assisting rating agency and each rating

should be evaluated independently of any other rating. Ratings do not comment on the adequacy of market price,

the suitability of any investment, loan or security for a particular investor (including without limitation, any

accounting and/or regulatory treatment), or the tax-exempt nature or taxability of payments made in respect of

any investment, loan or security. The Credit Rating Agency is not your advisor, nor is it providing to you or any

other party any financial advice, or any legal, auditing, accounting, appraisal, valuation or actuarial services. The

rating may be raised, lowered, withdrawn or placed on rating watch due to changes in, additions to, accuracy of,

or the inadequacy of, information or for any other reason the Credit Rating Agency deem sufficient.

Please refer to Annexure 1 (Credit Rating Letter from CARE Rating Limited) of this Offer Letter for a copy of the

credit rating letter dated September 25, 2020.

Auditors of the Issuer

S R B C & CO LLP,

Chartered Accountants

Firm registration no.: 324982E/E300003

12th Floor, The Ruby, 29 Senapati Bapat Marg, Dadar (West), Mumbai - 400 028

Tel: +91 22 6819 8000

S R B C & CO LLP, Chartered Accountants have been auditors of the Issuer since September 19, 2017.






37

Details of change in auditor since last three years:

Name Address Date of

appointment/

resignation

Auditor of the

Issuer Since (In

case of

resignation)

Remarks

Nil Nil Nil Nil Nil

Nil Nil Nil Nil Nil

Recognised stock exchange where the debt securities are proposed to be listed

The Debentures are proposed to be listed on the Wholesale Debt Market segment of BSE. The Issuer has obtained

an “in-principle” approval for listing from BSE on September [], 2020. Please refer to Annexure 3 (In-Principle

Listing Approval) for a copy of the in-principle approval.

The details of the BSE are as provided below:

BSE Limited

Phiroze Jeejeebhoy Towers

Dalal Street, Mumbai- 400001

Details of any default in annual filing of the Company under the Companies Act, 2013 or the rules made

thereunder: Nil.




38

PARTICULARS OF THE OFFER

Authority for the placement

This private placement of Debentures is being made pursuant to the resolution of the Board of Directors passed at

its meeting held on July 14, 2020, which has approved the placement of Debentures upto Rs. 1500,00,00,000

(Rupees One Thousand Five Hundred Crore only). Further the NCD Committee has passed a resolution dated

September 28, 2020 in respect of issuance of the Debentures.

The present issue of Rs. 500,00,00,000 (Rupees Five Hundred Crores only) is within the general borrowing limits

in terms of Section 180(1)(c) of the Companies Act, 2013.

Security Name 7.85% Secured, Listed, Rated, Redeemable Non-

Convertible Debentures in dematerialised form of the

nominal value of INR 10,00,000 each, aggregating to

not more than INR 500,00,00,000

Issuer Oberoi Realty Limited (‘Oberoi’)

Type of Instrument Secured, Listed, Rated, Redeemable Non-Convertible

Debentures (‘NCDs/Debentures’)

Existing Debentures Debenture dated September 28, 2020

Nature of Instrument The Debentures are secured by way of security created

over the security mentioned below.

Seniority Senior

Mode of Issue Private placement

Eligible Investors • Eligible Financial Institutions and insurance

companies

• Companies

• Eligible Banks

• Non-banking finance companies (NBFCs) and

Residuary NBFCs

• Mutual funds

• Foreign institutional investors

• Foreign portfolio investors as permitted under

the Securities and Exchange Board of India

(Foreign Portfolio Investors) Regulations,

2014

• Provident Funds, Gratuity, Superannuation

and Pension Funds, subject to their Investment

guidelines

Listing ( including name of stock Exchange(s) where

it will be listed and timeline for listing)

Securities issued will be listed at WDM of BSE

Limited within 20 days from the Deemed Date of

Allotment.

Rating of the Instrument CARE AA+; Negative (Pronounced ‘Double A Plus,

Outlook: Negative’) from CARE Ratings Limited

Issue Size INR 500,00,00,000

Option to retain oversubscription (Amount ) Not applicable

Purpose and Objects of the Issue General Corporate purposes including working capital

requirements, repayment of existing debt obligations,

real estate development, cost of construction of

residential projects and / or capital assets including




39

Hotel, Mall, etc. and transaction costs. Pending

utilization of Issue proceeds, Issuer shall be at liberty

to invest the temporary surplus of the Issue proceeds

in Permitted Investment/s

Details of the utilisation of the Proceeds Same as above

Coupon Rate 7.85% p.a.

Coupon Servicing/ Frequency Semi Annual

Coupon Type Fixed

Coupon Reset Date At the end of the 3rd year from the Deemed Date of

Allotment (“Coupon Reset Date”).

Coupon Reset Date for all NCDs under this issuance

shall be the date falling on the third anniversary of the

Deemed Date of Allotment

• The issuer shall, at least 90 calendar days

prior to Coupon Reset Date, issue a notice to

Debenture Holders/ Debenture Trustee

intimating the revised coupon rates to be

applicable from the immediately succeeding

Coupon Reset Date (“Coupon Reset

Notice”). If the Issuer fails to issue the

Coupon Reset Notice at least 90 calendar

days prior to relevant Coupon Reset Date,

then it will automatically trigger accelerated

redemption of the Debentures and the Issuer

will need to pay all the outstanding amounts

under the Debentures to the Debenture

Holders on the Coupon Reset Date or any

day falling atleast 7 calendar days prior to

such Coupon Reset Date after providing a

prior notice of 7 calendar days, without

prepayment premium.

• Each Debenture Holder or the Debenture

Trustee (on behalf of each Debenture

Holder) shall convey their acceptance or

suggest an alternate coupon rate applicable

from Coupon Reset Date within 30 calendar

days of receipt of intimation by Debenture

Holders/Debenture Trustee. If any

Debenture Holder/ Debenture Trustee (on

behalf of all Debenture Holders) does not

communicate acceptance or an alternate

coupon rate, the Coupon Rate indicated in

the Coupon Reset Notice shall be deemed to

be rejected by such Debenture Holders.

• If the alternate coupon rate suggested by any

Debenture Holders/Debenture Trustee is

acceptable to Issuer, then the same shall be

applicable from the Coupon Reset Date until

the maturity of the instrument. It is clarified

for the avoidance of doubt that the same

Coupon Reset process (including rates, spread,

effective date, interest rate cap and floor etc).




40

Coupon rate shall be payable by the Issuer to

each Debenture Holder across the Issue.

• Further, in case no consensus is reached

between Issuer & any specific Debenture

Holder(s) on the reset Coupon rate to be

applicable from ensuing Coupon Reset Date

up to at least 30 days prior to the Coupon

Reset Date, the Issuer shall redeem the

complete amount of Debentures held by the

said Debenture Holder(s) on the Coupon

Reset Date or any day falling atleast 7

calendar days prior to such Coupon Reset

Date after providing a prior notice of 7

calendar days, without prepayment

premium. For the purpose of clarity, the

Issuer shall have an option to refinance part

of the existing Debenture Holders with fresh

NCDs issued for equivalent outstanding

amount and any superior terms (other than

differential in pricing due to tenor) agreed

with the fresh Debenture Holders shall be

available to the continuing Debenture

holders.

In relation to the above, if any Debenture Holder

does not communicate acceptance or an alternate

coupon within 30 days of receipt of Coupon Reset

Notice by Debenture Trustee, such Debenture

Holder shall be deemed to have rejected to

continue with the Coupon.

Step Up/Step Down Coupon Rate There will be an increase of 0.25% p.a. in the Coupon Rate if

the Credit Rating of the NCDs falls below 'AA' to AA- (AA

minus). For each subsequent notch downgrade, the Coupon

Rate will be further revised upwards by 0.25% p.a. The

increased Coupon Rate shall be effective on and from the date

on which the downgrade / new assignment occurs by any of

the Rating Agencies (whether publicly or privately). At all

times, the revised Coupon Rate shall apply on and from the

date of such revision in credit rating. For subsequent rating

upgrade pursuant to coupon increase post a rating downgrade,

the coupon shall be restored to the original levels as it was

prior to downgrade in rating.

If the rating of the Issuer / Debentures issued by the

Issuer falls to A (rated ‘A’) or lower by any rating

agency, the investor shall have an option of seeking

accelerated redemption.

Coupon payment dates (on the format of dd-mm-

year)

01-10-2020

30-03-2021

30-09-2021

30-03-2022

30-09-2022

30-03-2023

03-10-2023




41

02-04-2024

30-09-2024

31-03-2025

01-10-2025

Day Count Basis Interest payable on Debentures will be calculated on

the basis of actual number of days elapsed in a year of

365 or 366 days as the case may be i.e. Actual/Actual

Interest on Application Money To be paid to Investors at the Coupon Rate from the

date of realization of subscription money upto one

calendar day prior to the Deemed Date of Allotment.

Such interest is payable within seven Business Days

from the Deemed Date of Allotment.

Default/Overdue Interest Rate 2.00% p.a. over and above the coupon rate and will

be payable by the Company for the period during

which the default continues.

Tenor /Duration 5 years from the Deemed Date of Allotment.

The expected maturity date has been indicated above,

however, in case of a default, the maturity will stand

extended.

Final Redemption Date 5 years from the Deemed Date of Allotment.

The expected maturity date has been indicated above,

however, in case of a default, the maturity will stand

extended.

Redemption Date(s) Bullet basis on Final Redemption Date

Redemption Amount Principal amount of INR 500,00,00,000

In addition, coupon, default interest and all amounts

payable under the Debentures.

Redemption Premium /Discount N.A

Issue Price At par, i.e., Rs. 10,00,000/- per Debenture

Justification for Issue Price Issuance of Debentures is proposed to be made at par

value

Discount at which security is issued and the effective

coupon as a result of such discount.

N.A

Put Date N.A

Put Price N.A

Call /Voluntary Redemption Date N.A

Call /Voluntary Redemption Price N.A




42

Put Notification Time N.A

Call/Voluntary Redemption Notification Time N.A

Face Value INR 10,00,000/- per Debenture

Minimum Application and in multiples of 10 Debt

securities thereafter

INR 1 Crores and multiples of 10 thereafter

Issue Timing

1. Issue Opening Date

2. Issue Closing Date

3. Pay In Date

4. Deemed Date of Allotment

September 30, 2020

September 30, 2020

October 01, 2020

October 01, 2020

Issuance mode of the Instrument Dematerialised form only

Trading mode of the Instrument Dematerialised form only

Settlement mode of the Instrument Electronic clearing services (ECS), Real Time Gross

Settlement (RTGS), direct credit or national electronic

fund transfer (NEFT).

Depository NSDL and/or CDSL, as the case may be

Business Day Convention Should the coupon payment date fall on a day other

than Business Day, the next Business Day shall be

considered as the effective date(s) for that payment.

The interest payable shall be adjusted due to the

payment being made on the next working day.

If the redemption date falls on a day other than

Business Day, the previous Business Day shall be

considered as effective date for that payment.

Record Date 15 days prior to the due date

Security (where applicable) (Including description,

type of security, type of charge, likely date of creation

of security, minimum security cover, revaluation,

replacement of security interest to the debenture

holder over and above the coupon rate as specified in

the Trust Deed and disclosed in the Offer Document)

and guarantees

1. Charge by way of Mortgage Flats

2. Charge on all receivables from Mortgage Flats as

mentioned above as well as receivables from certain

identified units in Exquisite and Esquire (as more

particularly mentioned under the Debenture Trust

Deed) sold till date and on the escrow account for

collection of the receivables

Security created as per Point 1 & 2 shall provide a

minimum cover of 1.0X of the outstanding Debentures

for the tenure of the Debentures.

3. Charge by way of mortgage on Thane Land (along with

all appurtenant FSI to the extent of such area as may

be identified in the Debenture Trust Deed) or any

other security acceptable to Debenture Trustee /

Debenture Holders to ensure a maximum cover of

0.5X of the outstanding Debentures for the tenure of the

Debentures.




43

4. Minimum security cover of 1.50X as a

combination of Points 1, 2 & 4 as stipulated

above, to be maintained at all times.

5. Security cover to be tested at periodic intervals as

stipulated by investor / trustee.

6. Security to be created in favor of Debenture

Trustee within 60 days from the Deemed Date of

Allotment.

All such security as provided above shall be charged

for the benefit of the Trustee/ Debenture Holders (on

a pari passu basis) and such pari passu charge shall be

with the charge proposed to be created for Existing

Debentures (the principal amount of which, together

with the principal amount of the Debentures under this

issuance, shall not exceed 698 crores at any point in

time). No other charge, other than as mentioned

above, can be created by the Company. Issuer may be

required to add additional security acceptable to

majority Debenture Holders, to meet asset cover

requirements, as may be required from time to time in

case of breach of cover. Undated cheque for

repayment of entire liability in favour of Debenture

Trustee, as and when demanded by the

Trustee/Investors.

Security monitoring mechanism: Though market

value of the security will be tested on annual basis, the

security cover as stipulated above shall be tested on

quarterly basis during the entire tenure of the

Debenture (updated data & calculations to be

provided by the Issuer within five Business Days after

quarter-end).

The following shall be reckoned for security

computation –

Value of Net Receivables plus Value of Mortgage

Flats plus Value of Thane Land (once mortgaged

and if applicable) plus amounts lying in the

Escrow account charged to the Trustee plus

amounts lying in permitted investments charged

to the Trustee, where

• Value of Net Receivables = Value of

receivables from the identified units sold in

Exquisite and Esquire as on date of

computation plus agreement value of

Mortgage Flats sold less consideration to the

extent already received

• Value of Mortgage Flats = Market value of

the mortgaged identified unsold flats basis

the last valuation report provided.

• Value of Mortgaged land at Thane basis the

last valuation report provided

• The minimum-security cover of 1.50 X can

be provided through either value of

Receivables or Value of mortgaged area or a

combination of both in the proportion

prescribed above.




44

Charge / Security to be created in favour of Debenture

Trustee within 60 calendar days from the deemed date

of allotment.

▪ Security Cover shall be calculated as A / B where

o A is calculated as ‘Value of Net

Receivables plus Value of Mortgage

Flats plus Value of Thane Land (if

mortgaged and if applicable) plus

amounts lying in the Escrow account

charged to the Trustee plus amounts

lying in permitted investments charged

to the Trustee

o B is sum of the latest principal

outstanding amount and accrued interest

of the total Debentures outstanding

against the Security assets (Rs. 698

Crore).

The Mortgage Flats can be released and alternate flats

from the same project/s of equivalent or higher value

can be mortgaged by the Company and the Debenture

Trustee can permit the same to be done without any

specific approval / consent from the Debenture

Holders.

Delay in listing (i) The Issuer undertakes to get the Debentures

listed on the BSE within 20 days from the

Deemed Date of Allotment. In case if the

Debentures are not listed within 20 days of

Deemed Date of Allotment for any reason

whatsoever, then the Issuer shall immediately

redeem/ buy back the Debentures only from

those Debenture holders for whom applicable

regulations including RBI/2011-12/423

A.P.(DIR Series) Circular No. 89 dated March

1, 2012 issued by the Reserve Bank of India do

not permit holding to-be listed debt securities if

listing is not done within said 20 days, and in

such an eventuality the Issuer shall reimburse

such Debenture holders for reasonable costs

and expenses including all accrued interest,

liquidity costs, hedge costs or other break costs,

as determined by such Debenture holders, that

the Debenture holders may have incurred for

the investment.

(ii) In case of delay in listing of the debt securities

which is not required to be redeemed/bought

back, as mentioned above, beyond 20 days




45

from the Deemed Date of Allotment, the Issuer

will pay penal interest of 1% p.a. from the

expiry of 30 days from the Deemed Date of

Allotment till the listing of such debt securities

to the Debenture Holders.

Additional Covenants (a) Security Creation: In case of delay in

execution of the Debenture Trust Deed

beyond the time periods specified above, the

Issuer will pay penal interest at 2% p.a. till

these conditions are complied with at the

option of the Debenture Holders

(b) Default in payment: In case of default in

payment on due dates on any unpaid sum in

respect of the Debentures or which is

otherwise due but unpaid, under the

Debenture Documents, additional interest of

at least 2% will be payable by the Issuer for

the defaulting period.

(c) Delay in listing:

(i) The Issuer undertakes to get the Debentures

listed on the BSE within 20 days from the

Deemed Date of Allotment. In case if the

Debentures are not listed within 20 days of

Deemed Date of Allotment for any reason

whatsoever, then the Issuer shall immediately

redeem/ buy back the Debentures only from

those Debenture holders for whom applicable

regulations including RBI/2011-12/423

A.P.(DIR Series) Circular No. 89 dated

March 1, 2012 issued by the Reserve Bank of

India do not permit holding to-be listed debt

securities if listing is not done within said 20

days, and in such an eventuality the Issuer

shall reimburse such Debenture holders for

reasonable costs and expenses including all

accrued interest, liquidity costs, hedge costs

or other break costs, as determined by such

Debenture holders, that the Debenture

holders may have incurred for the investment.

(ii) In case of delay in listing of the debt securities

which is not required to be redeemed/bought

back, as mentioned above, beyond 20 days

from the Deemed Date of Allotment, the

Issuer will pay penal interest of 1% p.a. from

the expiry of 30 days from the Deemed Date

of Allotment till the listing of such debt




46

securities to the Debenture Holders.

(d) Minimum 75% of all cash flows generated

out of assets which are subject to the Security

Interest shall be first utilized towards

payment of applicable and due Coupon /

interest amounts then towards principal debt

obligations of the Issuer in respect of the

Debentures against the proposed issue on

30th September, 30th December, 30th March

and 30th June of each calendar year, starting

from 30th December, 2020. Adjustment

amounts shall be applied towards early

redemption of principal amount of Existing

Debentures and shall be minimum Rs. 3.96

Crore (and in multiples thereof). After entire

Existing Debentures are redeemed, the

adjustments shall be towards early

redemption of the Debentures and such

redemption amounts shall be minimum INR

5.00 crores and in multiples thereof.

(e) In the event that the achieved security cover

falls below 1.50X and Company is unable to

create such charge for whatever reason,

within 15 calendar days of date of

determination of such an event, then the

Debenture holder/Trustee has an option to

seek accelerated redemption within 30

calendar days from expiry of the aforesaid 15

calendar days, to the extent required to ensure

achievement of security cover of 1.50X on

the outstanding amounts.

(f) If the rating of the Issuer / Debentures issued

by the Issuer falls to A (‘rated A’) or any

lower by any rating agency, the investor shall

have an option of seeking accelerated

redemption.

(g) ‘Oberoi’ name" shall remain part of Issuer's

name during tenor of the Issue. In case

promoter wishes to change the name without

‘Oberoi’ in the name, issuer shall inform

Debenture Holders. In case name change is

not acceptable to Debenture Holders, the

Debenture Holders shall have the option to

require the Company to redeem their

respective Debentures

(h) In case of any acceleration event mentioned




47

under paragraph (e) to (g) above, the

Company to make a payment within 30

calendar days from the date of exercise of

acceleration option by Debenture holders.

(i) Consolidated Debt Equity ratio should not

exceed 0.90 during the term of the

Debentures.

(j) Prepayment Premium of 1.00% p.a. on

amounts prepaid except prepayments by way

cash sweep from the sale of secured assets.

(k) Relevant taxes, duties and levies are to be

borne by the Issuer. All charges / fees and any

amounts payable under this Debentures by

the Issuer to the Debenture Trustee as

mentioned herein do not include any

applicable taxes, levies including service tax

etc. and all such impositions shall be borne by

the Issuer additionally. All stamp duty and

documentation fees/charges etc. in respect of

the NCDs shall be borne by the Issuer.

Without prejudice to any arrangement or

writing whatsoever, all costs, charges,

expenses etc., payable in respect of the

creation of Security if any, either by the Issuer

or any other Security Provider shall be borne

and paid by the Issuer.

(l) Any other terms and conditions as more

particularly agreed between the parties in the

Debenture Trust Deed.

Debenture Documents Means the Transaction Documents.

Representations and warranties Representations and warranties appropriate for the

issue of such nature, including but not limited to:

(i) Status, binding obligation, power and

authority

(ii) No-conflict with charter documents, other

obligations, other agreements

(iii) Validity and admissibility evidence

(iv) No insolvency proceedings or any analogous

proceedings

(v) No misleading information

(vi) No material proceeds pending

(vii) No material adverse change

(viii) Compliance with applicable law

(ix) Confirmation of legal & technical clearance

on Security

(x) Transaction documents, disclosure and other

documents




48

(xi) No event of default or potential event of

default under the Transaction Documents or

any other documents

(xii) Documents provided in full force and effect

(xiii) No existing encumbrances and clear,

exclusive and valid title to the assets proposed

to be secured (upon the execution of the

conveyance deed by the authority in favour of

the Issuer)

(xiv) No taxes due and payable

(xv) Tax proceedings

(xvi) No directors in the list of willful defaulters

(xvii) No immunity

(xviii) No outstanding litigations

(xix) No unpublished price sensitive information

provided and compliance with insider trading

regulations

(xx) Compliance with anti-money laundering,

anti-bribery and corruption and anti-terrorism

financing laws, sanctions

(xxi) No moratorium

(xxii) No composition, compromise,

arrangement

(xxiii) No merger, demerger, scheme of

arrangement, reconstruction, rearrangement

without prior written consent from Debenture

Holders.

The Issuer represents and warrants on the date of the

offer letter and on each date thereafter until settlement

of Debentures:

(i) The Promoter holds atleast 51% of equity

share capital in the Issuer (taken on a fully

diluted basis)

(ii) The Promoter has the ability to appoint

majority of the directors of the Board of

Directors of the Issuer

(iii) The Promoter has ability to control and direct

the business operations and functioning of

the Company

(iv) The Promoter holds (directly or indirectly)

minimum 51% unencumbered stake in

Company.

Conditions Precedent to Disbursement • The Issuer shall have obtained all necessary board

/ shareholder resolutions under the provisions of

the Companies Act, 2013 as are required in

relation to the issue of the Debentures, provision

of security, the appointment of the Debenture

Trustee and the execution of the Transaction

Documents and other necessary documents in

connection therewith

• Execution of all relevant Transaction Documents

• Certified Copy of Memorandum & Articles of

Association of the Issuer

• Credit Rating Letter from CARE ratings




49

• Any other permissions / NOCs from statutory

authorities required for creation & perfection of

Security in favour of Trustee.

• Appointment of Debenture Trustee

• Appointment of Registrar & Transfer Agent

• Appointment of Lender Legal Counsel (“LLC”)

• Copy of in-principle listing approval from

Bombay stock exchange for the NCDs

• Valuation report from one agency of repute

• Completion of all KYC related and other

requirements as required by the Account Bank

• Filing of the resolution of the board of

directors/shareholders with the ROC

• Confirmation from authorized signatories of the

Issuer confirming:

o No Event of Default has occurred and is

continuing and no such event or

circumstance will result as a

consequence of the Issuer performing

any obligation contemplated under the

transaction documents.

o There is no material adverse effect and

there are no circumstances existing

which could give rise, with the passage

of time or otherwise, to a material

adverse effect on the Issuer

o Proceeds of the debentures shall be

utilised in accordance with the

Transaction Documents

o the Issuer is and will be, after issuance

of the NCDs, in full compliance with all

provisions of the Transaction

Documents, its Charter, any document

to which it is a party or by which it is

bound, and any laws applicable to it.

o the issuance of the NCDs or the creation

of the security in relation to the NCDs in

accordance with the Transaction

Documents, would not cause any

borrowing or any other limit binding on

the Issuer to be breached (including

without limitation the limits set out

under Section 180(1)(a) and the Section

180(1)(c) of the Companies Act, 2013)

Such other conditions as may be specified in the

Debenture Trust Deed (and until its execution, such

other conditions as may be agreed between the parties)

Condition Subsequent to Disbursement • Creation and perfection of security in favour of

Trustee within 60 days of Deemed Date of

Allotment

• Final NOC & release letter from existing lender

against Secured Asset within 30 days of the


• Final listing approval within 20 days from the





50

• End Use certificate certified by a Chartered

Accountant within 7 days of utilization of

proceeds

• Submission of clear title search report to the

Debenture Trustee

• Satisfactory legal opinion from the LLC

• Such other conditions as may be specified in the

Debenture Trust Deed

Events of Default Events of Default set out in Table above along with

the following:

• Non-payment of coupon or face value on the due

date.

• Breach of any covenants which is material in

nature as described in the term sheet and/or the


• Failure to create, perfect security in accordance

with Transaction Documents

• Breach of any material representations and

warranties as described in the term sheet and/or


• Misrepresentation

• Insolvency and Insolvency proceedings

• Moratorium on external indebtedness

• Judgments, creditors’ process having material

adverse impact on the Issuer as described in the

Debenture Trust Deed.

• Willful defaulter list

• Material Litigation

• Nationalisation or expropriation

• Security in jeopardy

• Cessation of business

• Breach of security cover and failure to create

additional security

• Cross default – If any entity in the group has

received a default notice from the respective

lender/investor

• Change of control

• Withdrawal or Suspension of credit rating

• Appointment of a liquidator, receiver,




51

administrative receiver, administrator,

compulsory manager, provisional supervisor or

other similar officer in respect of the Company

or the Security Provider

• Enforcement of any security over any material

assets of the Company

• Any application has been filed or proceedings

have been initiated against the Company and/or

Security Provider by any creditor or any other

entities under IBC

Provisions related to Cross Default Clause As mentioned above

Role and Responsibilities of Debenture Trustee As per SEBI (Debenture Trustee) Regulations, 1993,

SEBI (Issue and Listing of Debt Securities)

Regulation, 2008, Companies Act, the simplified

listing agreement(s), each as amended from time to

time).

Governing Law and Jurisdiction Laws of India and the exclusive jurisdiction of courts

and tribunals of Mumbai.

Account Mechanisms The Issuer will open a designated account with

Account Bank which shall be used to disburse the

Debentures till its utilization and for deposit of all

cash inflows of the Receivables and cashflows of the

secured assets.

The mechanism of debt servicing shall be followed

as per the below steps:

a) Interest / Coupon and principal due shall be

funded in the Escrow Account on T- 3

Business Days; T day being the due date for

interest / principal servicing

b) In case the account is not funded on T-3

business days by the Company; the

Debenture Trustee shall have the right to

invoke the security.

Illustration of Bond Cash Flows

As per the SEBI Circular No. CIR/IMD/DF/18/2013 dated October 29, 2013, the cash flows emanating from the

Debentures are mentioned below by way of an illustration.

This calculation is based on the assumption that the Deemed Date of Allotment will be on October 01, 2020 and

the scheduled redemption date is a Business Day and is merely illustrative. If there is a change in the Deemed

Date of Allotment, calculations will change accordingly.

Company Oberoi Realty Limited

Face Value (per security) INR 10,00,000 per Debenture

Issue Date/Date of Allotment Issue open and closes on September 30, 2020




52

Deemed date of Allotment -October 01, 2020

Coupon Rate 7.85% p.a.

Redemption Date 5 years from Deemed Date of Allotment/ Date of

Allotment.

Frequency of the Interest Payment with specified

dates

Semi annually.

Day Count Convention Actual/Actual

Date Day Cash flows No. of days in coupon

period

Amount (in Rupees)

01-10-

2020

Thursday Face value of

subscription

(10,00,000)

30-03-

2021

Tuesday Coupon 180 38,712

30-09-

2021

Thursday Coupon

184

39,573

30-03-

2022

Wednesday Coupon

181

38,927

30-09-

2022

Friday Coupon

184

39,573

30-03-

2023

Thursday Coupon

181

38,927

03-10-

2023

Tuesday Coupon 187 40,108

02-04-

2024

Tuesday Coupon

182

39,036

30-09-

2024

Monday Coupon 181 38,927

31-03-

2025

Monday Coupon

182

39,142

01-10-

2025

Wednesday Coupon 184 39,573

01-10-

2025

Wednesday Principal

Repayment

10,00,000

If the security is backed by a guarantee or letter of comfort or any other document / letter with similar




53

intent, a copy of the same shall be disclosed. In case such document does not contain detailed payment

structure (procedure of invocation of guarantee and receipt of payment by the investor along with

timelines), the same shall be disclosed in the Offer Letter.

N.A.

Debenture redemption reserve

N.A. In terms of Rule 18(7)(b)(iii) of Companies (Share Capital and Debentures) Rules, 2014 as amended by

Companies (Share Capital and Debentures) Amendment Rules, 2019 notified on August 16, 2019, Debenture

Redemption Reserve is not required in case of debentures of listed companies.

Issue Schedule

Issue opens on September 30 , 2020

Issue closes on September 30 2020

Pay In Date October 01, 2020

Deemed Date of Allotment October 01, 2020

Note: In the case of full subscription to the Issue Amount, the Issuer may at its own discretion, close the Issue

earlier than the date mentioned hereinabove.

Name and address of the valuer who performed valuation of the security offered along with the report of

the valuer

As this is an issuance of Debentures at par value, there is no valuation for this Issue.

Details of contribution made by the promoters or directors either as part of the Issue or separately in

furtherance of the Objects of the Issue

N.A.

Principal terms of the assets charged as security, if any

The Debentures issued by the Issuer shall be secured by way of security created over The Security mentioned in

the table above.

Notwithstanding anything contained in this Offer Letter, the terms of the terms of the Debenture Trust Deed

executed or to be executed in respect of the Debentures will prevail in case of any inconsistency.




54

DISCLOSURE WITH REGARD TO THE INTEREST OF DIRECTORS, LITIGATION ETC.

(a) Any financial or other material interest of the directors, promoters or key managerial personnel in the

offer and the effect of such interest in so far as it is different from the interests of other persons.

N.A.

(b) Details of any litigation or legal action pending or taken by any Ministry or Department of the

Government or a statutory authority against any promoter of the offeree company during the last three

years immediately preceding the year of the circulation of the offer letter and any direction issued by

such Ministry or Department or statutory authority upon conclusion of such litigation or legal action shall

be disclosed

Nil.

(c) Remuneration of directors (during the current year and last three financial years)

(Rs. In Lakh)

Name of Director 2020-21 2019-20 2018-19 2017-18

Mr. Vikas Oberoi 0.00 0.00 0.00 0.00

Ms. Bindu Oberoi - - - -

Mr. Venkatesh Mysore 0.95 15.20 14.75 13.75

Mr. Tilokchand Ostwal 0.95 15.20 15.40 15.40

Mr. Saumil Daru 49.65 324.96 199.61 628.51

Ms. Tina Trika@ 0.85 14.20 - -

Mr. Karamjit Singh Kalsi 0.50 0.50 0.50 11.50

Mr. Anil Harish* - - 15.50 15.00

Including sitting fee wheresoever payable.

@ appointed w.e.f. April 12, 2019.

* resigned w.e.f. July 24, 2019.

(d) Related party transactions entered during the last three financial years immediately preceding the year of

circulation of offer letter including with regard to loans made or, guarantees given or securities provided:

As provided under the Annexure 8

(e) Summary of reservations or qualifications or adverse remarks of auditors in the last five financial years

immediately preceding the year of circulation of offer letter and of their impact on the financial

statements and financial position of the company and the corrective steps taken and proposed to be taken

by the company for each of the said reservations or qualifications or adverse remark:

No reservations or qualifications or adverse remarks from auditors in the last five financial years (namely

FY 2019-2020, FY 2018-2019, FY 2017-2018, FY 2016-2017 and FY 2015-2016).

(f) Details of any inquiry, inspections or investigations initiated or conducted under the Companies Act or

any previous company law in the last three years immediately preceding the year of circulation of offer

letter in the case of company and all of its subsidiaries. Also if there were any prosecutions filed (whether

pending or not) fines imposed, compounding of offences in the last three years immediately preceding

the year of the offer letter and if so, section-wise details thereof for the company and all of its subsidiaries

Notices

1. The Issuer has received a letter dated May 14, 2018 from the Ministry of Corporate Affairs (the

“Notice 1”) regarding their observation that the Issuer having more than two layers of

subsidiaries which requires certain form filing to be made by the Issuer which have not been

made, which may be held to be in contravention of the Companies (Restriction on number of

Layers) Rules, 2017. The Issuer has responded to the Notice 1 by way of its letter dated June 8,

2018 providing necessary clarifications that our Company does not have more than two layers

of subsidiaries.




55

2. The Issuer has received a call for information through a letter dated May 25, 2018 by the

Ministry of Corporate Affairs (the “Letter 1”) requiring the Issuer to submit certain information

and documents due to alleged non-compliance by the Issuer in respect of the amount spent on

corporate social responsibility activities in the Financial Year ended 2016 as required under

Section 135 of the Companies Act. The Issuer has responded to the Letter 1 by way of its letter

dated June 13, 2018 providing necessary information sought from the Issuer in respect of the

amount spent on corporate social responsibility activities in the Financial Year ended 2016.

In furtherance to the Issuer’s response dated June 13, 2018, the Ministry of Corporate Affairs

vide an email dated February 12, 2019 (the “Letter 2”) requiring the Issuer to submit further

information and documents in connection with the spending on corporate social responsibility

activities in the Financial Year ended 2016. The Issuer has responded to the Letter 2 by way of

its letter dated February 27, 2019 providing clarifications and information.

3. The Issuer has received a call for information through a letter dated August 30, 2018 by the

Investor Education and Protection Fund Authority (IEPF), Ministry of Corporate Affairs (the

“Letter 3”) requiring the Issuer to submit certain information and documents relating to transfer

of amounts of unpaid/ unclaimed dividends to IEPF, transfer of shares to IEPF, filings of various

forms with IEPF, etc. pertaining to financial year 2005-06 to 2016-17. The Issuer has responded

to the Letter 3 by way of its letter dated September 28, 2018 providing necessary information

and documents.

4. Oberoi Mall Limited (“OML”, a subsidiary of the Issuer) has received a call for information

through an email dated December 3, 2018 by the Ministry of Corporate Affairs (the “Letter 4”)

requiring OML to provide details in relation to compliance of provisions relating to corporate

social responsibility for the Financial Year 2015-16. OML has provided the required details by

filing of eForm CFI (CSR) on December 13, 2018 on website of Ministry of Corporate Affairs.

5. The Issuer has received a letter dated December 5, 2018 from the Ministry of Corporate Affairs

(the “Notice 2”) requiring the Issuer to submit information/ clarification on certain points with

respect to the initial public offer of the Issuer, Financial Statements, Prospectus, etc. The Issuer

has responded to the Notice by way of its letter dated January 3, 2019 providing necessary

information, clarifications, and documents.

6. Oberoi Constructions Limited (“OCL”, a subsidiary of the Issuer) has received a call for

information through an email dated March 8, 2019 by the Ministry of Corporate Affairs (the

“Letter 5”) requiring OCL to provide details in relation to compliance of provisions relating to

corporate social responsibility for the Financial Year 2015-16. OCL has provided the required

details by filing of eForm CFI (CSR) on March 15, 2019 on website of Ministry of Corporate

Affairs.

7. The Issuer has received a letter dated May 10, 2019 from the Ministry of Corporate Affairs (the

“Notice 3”) requiring the Issuer to obtain registration on the Trade Exchange Receivable

Discounting System. The Issuer has responded to the Notice 3 by way of its letter dated May

29, 2019 providing necessary information and documents.

8. The Issuer has received a letter dated September 3, 2019 from the Ministry of Corporate Affairs

(the “Notice 4”) requiring the Issuer to submit information/ communication with respect to the

income tax department’s search and seizure operations at the premises of the Issuer. The Issuer

has responded to the Notice 4 by way of its letter dated September 29, 2019 providing the

necessary information.

9. The Issuer has received a letter dated September 4, 2020 from the Ministry of Corporate Affairs

(the “Notice 5”) regarding certain complaints made against the Issuer. The Issuer has responded

to the Notice 5 by way of its letter dated September 12, 2020 clarifying that the Issuer had in

past already submitted its reply on the said complaints.

(g) Details of acts of material frauds committed against the company in the last three years, if any, and if so,




56

the action taken by the company.

Nil




57

FINANCIAL POSITION OF THE ISSUER

Capital structure of the Issuer

As on September 30, 2020, the authorized share capital of the Issuer is Rs. 4,25,00,00,000 and the issued,

subscribed and paid-up share capital is Rs. 3,63,60,22,370.

The capital structure of the Issuer as on the date of this Offer Letter is provided below:

Particulars Amount (INR) Number of Securities

Authorised Share Capital

Equity shares 4,25,00,00,000 42,50,00,000

Issued, Subscribed Share Capital

Equity shares 3,63,60,22,370 36,36,02,237

Preference shares - -

Issued, Subscribed and Paid-Up Share

Capital

Equity shares 3,63,60,22,370 36,36,02,237


Size of Present Issue

Non Convertible Debentures Issue of debentures of face value of

Rs. 10,00,000 each aggregating to Rs.

500,00,00,000

5000

Issued Non Convertible Debentures* 198,00,00,000 1,980

Paid-up Share Capital after the Issue

Equity shares 3,63,60,22,370 36,36,02,237


Paid-up Share Capital after the conversion

of any convertible instruments

Equity shares 3,63,60,22,370 36,36,02,237


Share Premium Account before the Issue@ 28,35,98,74,404

Share Premium Account after the Issue 28,35,98,74,404

@ as on March 31, 2020.

*allotted as on September 28, 2020

As on the date of this Offer Letter, the Issuer has no convertible instruments outstanding.

Changes in its capital structure as on last quarter end, for the last five years, i.e. since April 1, 2015

Date/ period of

allotment

Number of

Equity

Shares

issued

Face

value

(₹)

Issue

price (₹)

Consideration Reasons/ mode of allotment

July 20, 2015 1,10,00,000 10 295 Cash Preferential Allotment to Aranda

Investments (Mauritius) Pte.

Ltd.

Quarter ended

June 30, 2015

37,834 10 260 Cash Allotment pursuant to the

exercise of stock options

Quarter ended

December 31,

2015



Quarter ended

March 31, 2016

476 10 260 Cash Allotment pursuant to the


Quarter ended

June 30, 2016



Quarter ended

September 30,






58

2016

Quarter ended

December 31,

2016



Quarter ended

March 31, 2017

1,18,316 10 260 Cash Allotment pursuant to the


Quarter ended

June 30, 2017



June 21, 2018 2,40,00,000 10 500 Cash Qualified Institutions Placement

• The Issuer is a listed company and the details have been provided accordingly.

Equity Share Capital History of the Issuer

Date/

Period

No. of Shares

allotted

Face

Value

per

share

(INR)

Issue

price

(INR)

Considera

tion

cash/other

than cash

Nature of

allotment

Cumulative Remark

No. of

Equity

shares

Equity

share

capital

Equity share

premium

(INR) (INR in Lakh)

May 8,

1998

300 10 10 Cash Allotment to

initial

subscribers to

the

Memorandum of

Association

300 3,000 0 N.A

January

24, 2002

9,54,750 10 20 Cash Further issue

under Section

81(1) of the

Companies Act,

1956

955,050 9,550,500 95.48 N.A

February

6, 2002


under Section

81(1) of the

Companies Act,

1956

2,000,000 20,000,000 199.97 N.A

March 5,

2005


under Section

81(1) of the

Companies Act,

1956

2,300,000 23,000,000 1,969.97 N.A

January

17, 2007

3,00,642 10 21,327.

7

Cash Further issue

under Section

81(1) of the

Companies Act,

1956

2,600,642 26,006,420 65,450.34 N.A

December

30, 2009

28,60,70,620 10 - Other than

cash

Bonus Issue in

the ratio of 110

Equity Shares

for each Equity

Share held on

the record date@

288,671,262 2,886,712,62

0

38,963.28 N.A

October

15, 2010

3,95,62,000 10 260 Cash Initial public

offering by our

Company

32,82,33,26

2

3,28,23,32,6

20

1,35,132.61 N.A

Quarter

ended

March 31,

2015

4,707 10 260 Cash Allotment

pursuant to the

exercise of stock

options

32,82,37,96

9

3,28,23,79,6

90 1,35,144.38 N.A

Quarter

ended

June 30,

2015


pursuant to the

exercise of stock

options

32,82,75,80

3

3,28,27,58,0

30 1,35,238.97 N.A

July 20,

2015

1,10,00,000 10 295 Cash Preferential

Allotment to

Aranda

Investments

(Mauritius) Pte.

33,92,75,803

3,39,27,58,030

1,66,548.50 N.A




59

Date/

Period

No. of Shares

allotted

Face

Value

per

share

(INR)

Issue

price

(INR)

Considera

tion

cash/other

than cash

Nature of

allotment

Cumulative Remark

No. of

Equity

shares

Equity

share

capital

Equity share

premium

(INR) (INR in Lakh)

Ltd.

Quarter

ended

December

31, 2015


pursuant to the

exercise of stock

options

33,93,03,369

3,39,30,33,690

1,66,617.41 N.A

Quarter

ended

March 31,

2016

476 10 260 Cash Allotment

pursuant to the

exercise of stock

options

33,93,03,845

3,39,30,38,450

1,66,618.60 N.A

Quarter

ended

June 30,

2016


pursuant to the

exercise of stock

options

33,93,62,949

3,39,36,29,490

1,66,766.36 N.A

Quarter

ended

September

30, 2016


pursuant to the

exercise of stock

options

33,93,80,605

3,39,38,06,050

1,66,810.50 N.A

Quarter

ended

December

31, 2016


pursuant to the

exercise of stock

options

33,94,17,110

3,39,41,71,100

1,66,901.77 N.A

Quarter

ended

March 31,

2017

1,18,316 10 260 Cash Allotment

pursuant to the

exercise of stock

options

33,95,35,426

3,39,53,54,260

1,67,197.55 N.A

Quarter

ended

June 30,

2017


pursuant to the

exercise of stock

options

33,96,02,237

3,39,60,22,370

1,67,364.58 N.A

June 21,

2018

2,40,00,000 10 500 Cash Qualified

Institutions

Placement

36,36,02,237

3,63,60,22,370

2,83,719.52*# N.A

* after adjusting for share issue expenses.

@ bonus issue was undertaken partly by capitalisation of the share premium account aggregating Rs.

2,648,706,200.

# Securities premium as on March 31, 2020 (net of share issue expenses) is Rs. 2,83,598.74 Lakh.

Details of the shareholding of the Issuer

Shareholding pattern of the Issuer as on June 30, 2020

Sr.

No.

Particulars Total no. of

Equity shares

No. of shares in

demat form

Total Shareholding as % of

total no. of equity shares

1. Promoter and Promoter Group

(Please refer to page 21 for entity

wise shareholding)

24,61,74,946 24,61,74,946 67.70

2. Public 11,74,27,291 11,74,27,283 32.30

TOTAL 36,36,02,237 36,36,02,229 100.00

Shareholding pattern of the Issuer prior to the offer (as on September 18, 2020):

Sr.

No.

Particulars Total no. of

Equity

shares

No. of shares

in demat form



1. Promoter and Promoter Group

(Please refer to page 15 above)

24,61,74,946 24,61,74,946 67.70




60

2. Public

(Please refer to page 15 above)

11,74,27,291 11,74,27,283 32.30

TOTAL 36,36,02,237 36,36,02,229 100.00

Notes: Shares pledged or encumbered by the promoters (if any): Nil

List of top 10 holders of equity shares of the Issuer as on the latest quarter end i.e. as on June 30, 2020

Sr

No

Name of Shareholders Total No. of

Equity Shares

No. of shares in

demat form



1. Vikas Ranvir Oberoi 21,28,73,614 21,28,73,614 58.55

2. R S Estate Developers Private

Limited

3,33,00,000 3,33,00,000 9.16

3. Invesco Oppenheimer Developing

Markets Fund

2,48,26,194 2,48,26,194 6.83

4. Fidelity Investment Trust Fidelity

Series Emerging Markets

Opportunities Fund

73,99,370 73,99,370 2.04

5. Franklin Templeton Investment

Funds

45,17,385 45,17,385 1.24

6. Stichting Depositary APG

Emerging Markets Equity Pool

34,48,975 34,48,975 0.95

7. Franklin India Prima Fund 26,06,125 26,06,125 0.72

8. Kotak Emerging Equity Scheme 22,30,225 22,30,225 0.61

9. Fidelity Investment Trust Fidelity

International Small Cap Fund

21,96,600 21,96,600 0.60

10. Invesco Oppenheimer Emerging

Markets Innovators Fund

20,80,667 20,80,667 0.57

Details of any acquisition or amalgamation in the last one year

Nil

Details of reorganization or reconstruction in the last one year

Nil

Details of borrowings of the Issuer, as on the latest quarter end, being June 30, 2020

• Details of secured loan facilities:

Sr.

No. Lender/ Banks

Type of

Facility

Sanctioned

Amount

(Rs. Lakh)

Outstandin

g Amount

(Rs. Lakh)

Repaymen

t Date/

Schedule

Security

1 Axis Bank Ltd Line of

Credit 30,000.001 1,001.54

Refer Note

1

Exclusive

charge over

identified

floors in

Commerz

II, located

in

Goregaon

(East),

Mumbai

2 HDFC Ltd Term Loan 75,000.00 56,039.15 Outstandin

g at the end

Mortgage

of




61

of 60th

month from

first date of

disburseme

nt should be

Nil

identified

flats in the

projects

Exquisite

and Esquire

3 HDFC Ltd Term Loan 30,000.00 17,408.25

Outstandin

g at the end

of 36th

month from

first date of

disburseme

nt should be

Nil

Mortgage

of

identified

flats in the

projects

Exquisite

and Esquire

Total 1,35,000.00 74,448.94

1 Current drawing power restricted to Rs. 75 crores.

Note 1:

At the end of 12 months after 1st availment of the Bank's facility Aug 31, 2018 25%




Total 100%

• Details of unsecured loan facilities:

Sr.

No. Lender/ Banks

Type of

Facility

Outstandin

g Amount

(Rs. Lakh)

Repaymen

t Date/

Schedule

Security

1 Vikas Oberoi

Interest free

loan

payable on

demand

4,724.00

Payable on

demand

Nil

2 Oberoi Mall

Limited

Interest free

loan

payable on

demand

17,544.20

Payable on

demand

Nil

• Details of non convertible debentures: Nil

• List of Top 10 debenture holders (as on the date of the Offer Letter): N.A.

• The amount of corporate guarantee issued by the Issuer along with name of the counterparty (like name

of the subsidiary, JV entity, group company, etc) on behalf of whom it has been issued:

Sr. No. Counterparty Relation Amount (Rs. in




62

lakh)

1 Oberoi Constructions Limited Wholly owned

subsidiary

50,000.00

2 Incline Realty Private Limited Wholly owned

subsidiary

25,000.00

• Details of Commercial Papers:- The total face value of commercial papers outstanding as on the latest

quarter end to be provided and its breakup in following table: Nil

• Details of Rest of the borrowing (if any including hybrid debt like FCCB, Optionally Convertible

Debentures / Preference Shares) as on the date of the Offer Letter:- Nil

• Details of all default/s and/or delay in payments of interest and principal of any kind of term loans, debt

securities and other financial indebtedness including corporate guarantee issued by the Issuer, in the past

5 years: Nil

• Details of any outstanding borrowings taken/ debt securities issued where taken / issued (i) for

consideration other than cash, whether in whole or part, (ii) at a premium or discount, or (iii) in pursuance

of an option: Nil

Profits of the Issuer, before and after making provision for tax, for the three financial years immediately

preceding the date of circulation of the Offer Letter

Rs. in Lakh


Profit Before Tax 41,891.23 64,488.59 59,093.84

Profit After Tax 31,484.34 45,370.19 41,716.78

Dividends declared by the Issuer in respect of the said three financial years; interest coverage ratio for last

three years (Cash profit after tax plus interest paid/interest paid)


Dividend (in Rs.) No dividend declared 2 2

interest coverage ratio 6.33 8.52 4.93

A summary of the financial position of the Issuer as in the three audited balance sheets immediately

preceding the date of circulation of offer letter

Balance Sheet As at

31.03.2020

As at

31.03.2019

As at

31.03.2018

ASSETS

NON CURRENT ASSETS

PPE, Investment, Intangible and CWIP

Tangible assets 74,737.81 75,086.65 77,856.96

Intangible assets 185.13 164.64 235.59

Capital work-in-progress 6,403.19 2,501.95 720.61

Non-current investments 71,328.58 73,789.13 77,472.34

Other financial assets 653.13 191.93 135.96

Other Non-Current Assets 54,066.92 14,720.25 13,540.26

CURRENT ASSETS

Inventories 2,16,890.92 1,10,024.51 1,11,447.87

Current Investment 2,688.51 - -

Trade Receivables 1,772.06 2,369.45 7,954.97

Cash & Bank Balances 4,403.78 27,746.40 4,817.60




63

Balance Sheet As at

31.03.2020

As at

31.03.2019

As at

31.03.2018

Loans and Advances 3,15,592.44 2,99,905.63 1,85,840.40

Other financial assets 281.14 267.48 223.47

Current Tax Assets (net) 266.30 259.13 514.25

Other Current Assets 10,292.24 99,829.43 99,716.88

Total 7,59,562.15 7,06,856.58 5,80,477.16

EQUITY AND LIABILITIES

EQUITY

Equity share capital 36,360.23 36,360.23 33,960.23

Other equity 5,91,289.78 5,67,212.74 4,12,230.03

Money received against share warrants - - -

NON-CURRENT LIABILITIES

Long-Term Borrowings - 58,851.45 67,864.18

Trade Payables 432.23 1,582.06 1,094.34

Other Financial Liabilities 6,844.09 6,659.85 4,870.29

Long-Term Provisions 160.21 146.29 134.85

Deferred Tax Liabilities (Net) 2,296.54 2,147.65 2,225.08

Other Non-Current Liabilities 1,053.68 1,308.50 355.71

CURRENT LIABILITIES

Short Term Borrowings 96,263.91 8,240.36 19,622.88

Trade Payables 2,760.17 4,844.90 5,104.53

Other Financial Liabilities 11,624.17 13,946.01 12,723.23

Other Current Liabilities 7,686.30 5,285.70 20,016.78

Short-Term Provisions 171.54 77.40 39.61

Current Tax Liabilities (net) 2,619.30 193.44 235.42

Total 7,59,562.15 7,06,856.58 5,80,477.16

Rs. in lakh

Profit and Loss Statement As at

31.03.2020

As at

31.03.2019

As at

31.03.2018

Revenue from operations 61,966.20 1,02,865.55 97,422.33

Other income 12,419.52 12,972.43 10,911.85

Total 74,385.72 1,15,837.98 1,08,334.18

Operational Expenses 28,223.49 46,743.55 45,019.10

Finance Cost 1,187.48 1,453.76 257.25

PBDT 44,974.75 67,640.67 63,057.83

Depreciation 3,083.52 3,152.08 3,963.99

PBT 41,891.23 64,488.59 59,093.84

Tax 10,406.89 19,118.40 17,377.06

Net Profit 31,484.34 45,370.19 41,716.78

Rs. in lakh

Cash Flow Statement As at

31.03.2020

As at

31.03.2019

As at

31.03.2018

Cash flow from operating activities

Net profit before tax 41,891.23 64,488.59 59,093.84

Adjustments for:

Depreciation 3,083.52 3,152.08 3,963.99

Dividend income (7,366.68) (6,892.14) (6,824.86)

Interest income (4,914.60) (5,540.05) (3,842.67)

Profit on sale of investments (net) (30.35) (528.93) (0.61)

Interest expense 1,187.48 1,453.76 257.25

Gain from foreign exchange fluctuation (net) 22.77 (2.22) (1.95)

Loss on sale / discarding of investment

properties (net)

- 0.04 5.30

Loss on sale / discarding of intangible assets - - 2.11




64


31.03.2020

As at

31.03.2019

As at

31.03.2018

(net)

(Gain)/ loss on sale / discarding of property,

plant and equipment (net)

36.74 24.25 0.90

Sundry balances written back (91.70) (9.91) (224.25)

Operating profit before working capital

changes

33,818.41 56,145.47 52,429.05

Movement for working capital:

Increase / (decrease) in trade payables (3,165.62) 240.22 3,218.73

Increase / (decrease) in other liabilities 2,145.79 (13,778.27) (4,342.42)

Increase / (decrease) in financial liabilities (2,163.56) 3,151.63 4,078.76

Increase / (decrease) in provisions 85.92 125.51 8.68

(Increase) / decrease in loans and advances 51,026.05 (1,084.45) (61,812.95)

(Increase) / decrease in financial assets (13.66) (44.01) (180.72)

(Increase) / decrease in trade receivables 597.39 5,585.51 (5,216.29)

(Increase) / decrease in inventories (99,201.99) 7,458.54 (4,030.79)

Cash flow before taxations (16,871.27) 57,800.15 (15,847.95)

Less: Tax paid (7952.35) (18,526.22) (17,768.93)

Net Cash inflow / (outflow) from operating

activities

(24,823.62) 39,273.93 (33,616.88)

Cash flow from INVESTING ACTIVITIES

(Acquisition) / (adjustments) / sale of

property, plant and equipments, investment

properties, intangible assets / addition to capital

work in progress (net)

(7,504.12) (2,324.54) (635.39)

Proceeds from sale of property, plant and

equipment, investment properties, intangible

assets

40.23 48.60 -

Decrease/ (increase) in loans and advances to

for joint ventures (net)

(12,133.89) (1,11,215,97) (51,557.86)

Dividend received 7,366.68 6,892.14 6,824.86

Interest received 762.44 2,083.57 296.58

(Acquisition)/ sale of investments (net) 2491.06 4,212.45 (7,717.26)

(Increase)/ decrease in other assets 20,993.74 (22,520.70) 15,446.03

Net cash inflow / (outflow) from investing

activities

12,016.14 (1,22,824.45) (37,343.04)

Cash flow from FINANCING ACTIVITIES

Proceeds from issue of share capital

(including securities premium and netting off

share issue expenses)

- 1,18,271.82 173.71

Repayment of short term secured borrowings (76,844.88) (18,212.00) -

Proceeds from short term secured loan (net) 91,826.00 17,890.01 323.00

Proceeds from long term secured loan - - 68,500.00

Repayment from long term secured

borrowings

- (9,149.64) -

Proceeds from short term unsecured

borrowings

30,906.80 - 26,407.40

Repayment of short term unsecured

borrowings

(16,632.00) (11,130.00) (16,988.00)

Redemption of preference share capital - - -

Interest paid (8,376.15) (6,864.38) (2,615.20)

Dividend paid (including dividend

distribution tax)

(7,272.12) (6,792.05) (6,792.33)

NET CASH USED IN FINANCING

ACTIVITIES

13,607.65 84,013.76 69,008.58

Net Cash Flow 800.17 463.24 (1,951.34)

Cash and cash equivalent Opening balance 3,308.63 2,845.39 4,796.74




65


31.03.2020

As at

31.03.2019

As at

31.03.2018

Cash and cash equivalent Closing balance 4,108.80 3,308.63 2,845.40

The Issuer undertakes that it shall provide latest Audited or Limited Review Financials in line with timelines as

mentioned in Simplified Listing Agreement issued by SEBI vide circular No.SEBI/IMD/BOND/1/2009/11/05

dated May 11, 2009 as amended from time to time, for furnishing or publishing its half yearly or annual result.

Further, the Issuer shall within 180 days from the end of the financial year, submit a copy of the latest annual

report to the Debenture Trustee and the Debenture Trustee shall be obliged to share the details submitted under

this clause with all ‘Qualified Institutional Buyers’ (QIBs) and other existing debenture-holders within two

working days of their specific request.

Abridged version of Latest Audited / Limited Review Half Yearly Consolidated (wherever available) and

Standalone Financial Information (like Profit & Loss statement, and Balance Sheet) and auditors

qualifications, if any

Abridged version of the audited consolidated and standalone financial information in Annexure 9.

Any change in accounting policies during the last three years and their effect on the profits and the reserves

of the Issuer.

Reserves of the Issuer.

FY 2019-2020 – Borrowings

Pursuant to a clarification issued by the International Accounting Standards Board (‘IASB’) in relation to

borrowing costs on real-estate projects where revenue is recognised on percentage of completion basis, the

Company has with effect from April 1, 2019 excluded such borrowing costs relating to the post-launch period

from its estimates of the balance cost to completion, and the same is recognised as Finance cost in the Statement

of Profit and Loss. There are no projects which are impacted due to the above.

FY 2018-2019 – Revenue Recognition - Ind AS 115

The Company till March 31, 2018 recognised project revenue in accordance with the Guidance Note on

“Accounting for Real Estate Transactions (for entities to whom Ind AS is applicable)” issued by the Institute of

Chartered Accountants of India (“ICAI”).

Ind AS 115 was issued on March 28, 2018 and supersedes Ind AS 11 Construction Contracts and Ind AS 18

Revenue and it applies, with limited exceptions, to all revenue arising from contracts with its customers. Ind AS

115 establishes a five-step model to account for revenue arising from contracts with customers and requires that

revenue be recognised at an amount that reflects the consideration to which an entity expects to be entitled in

exchange for transferring goods or services to a customer.

The Company adopted Ind AS 115 using the modified retrospective method of adoption with the date of initial

application of 1 April 2018. Under this method, the standard can be applied either to all contracts at the date of

initial application or only to contracts that are not completed at this date. The company elected to apply the

standard to all contracts that are not completed as at 1 April 2018.

The cumulative effect of initially applying Ind AS 115 is recognised at the date of initial application as an

adjustment to the opening balance of retained earnings. Therefore, the comparative information was not restated

and continues to be reported under Ind AS 11 and Ind AS 18 and the requirement of Guidance Note as mentioned

above referred to as previous Ind AS.

The company did not have any adjustments to retained earnings as at April 1, 2018 and also there were no

significant impact on recognition and measurement of revenue on adoption of Ind AS 115.

FY 2017-2018 – No change




66

Any material event/ development or change having implications on the financials/credit quality (e.g. any material

regulatory proceedings against the Issuer/promoters, tax litigations resulting in material liabilities, corporate

restructuring event etc) at the time of issue which may affect the issue or the investor’s decision to invest / continue

to invest in the debt securities. – No material event/ development or change having implications on the

financials/credit quality

Any material event/ development or change having implications on the financials/credit quality (e.g. any

material regulatory proceedings against the Issuer/promoters, tax litigations resulting in material liabilities,

corporate restructuring event etc) at the time of issue which may affect the issue or the investor’s decision

to invest / continue to invest in the debt securities.

Nil

The detailed rating rationale (s) adopted (not older than one year on the date of opening of the

issue)/ credit rating letter issued (not older than one month on the date of opening of the issue) by

the rating agencies shall be disclosed.- Attached in Annexure 1




67

TERMS OF OFFER OR PURCHASE

Terms of offer are set out in under the section “Particulars of the Offer” above. Below are the general terms and

conditions.

Issue

Issue of the Debentures of the face value Rs. 10,00,000 each, aggregating to Rs. 500,00,00,000 on a private

placement basis not open for public subscription.

The Debentures issued by the Issuer shall be secured by way of security created over the Security mentioned under

the Section titled ‘Particulars of the Offer’

Compliance with laws

The Issue of Debentures is being made in reliance upon Section 42 of the Companies Act, 2013, Rule 14 of the

Companies (Prospectus and Allotment of Securities) Rules, 2014, relevant provisions of the Companies Act, 1956,

the SEBI Debt Listing Regulations, Securities and Exchange Board of India (Debenture Trustees) Regulations,

1993, as amended and other applicable laws in this regard.

SECTION 2: OTHER INFORMATION AND APPLICATION PROCESS

The Debentures being offered as part of the Issue are subject to the provisions of the Companies Act, 2013, the

Memorandum and Articles of Association of the Issuer (to the extent applicable), the terms of this Information

Memorandum, the Application Form and other terms and conditions as may be incorporated in the Transaction

Documents.

2.1 Mode of Transfer/Transmission of Debentures

The Debentures shall be freely transferable and transmittable by the Debenture Holder(s) to other Eligible

Investors in whole or in part without the prior consent of the Company. In the event that any of the Debentures

are transferred to any person who is not an Eligible Investors, the Company shall not be bound to recognise such

transfer.

The Debentures shall not be offered for sale or sold outside India in any case, and shall not at any time be offered,

sold or transferred to persons or entities other than Eligible Investors. No Debenture Holder shall be entitled to

sell or transfer the Debentures to a person or entity who/which is not an Eligible Investor.

The Debenture(s) shall be transferred and/or transmitted in accordance with applicable law. The Debentures held

in dematerialised form shall be transferred subject to and in accordance with the rules/procedures as prescribed

by the Depository and the relevant Depository Participants of the transferor or transferee and the applicable laws

in respect thereof. The transferee(s) should ensure that the transfer formalities are completed prior to the Record

Date. In the absence of the same, amounts due will be paid/redemption will be made to the person, whose name

appears in the list of Beneficial Owners maintained by the Depository as provided to the Issuer by the Registrar

and Transfer Agent as on the Record Date, under all circumstances. In cases where the transfer formalities have

not been completed by the transferor, claims, if any, by the transferees would need to be settled with the

transferor(s) and not with the Issuer. The normal procedure followed for transfer of securities held in

dematerialised form shall be followed for transfer of these Debentures held in dematerialised form. The seller

should give delivery instructions containing details of the buyer’s Depository Participant account to his Depository

Participant.

2.2 Debentures held in Dematerialised Form

The Debentures shall be held in dematerialised form and no action is required on the part of the Debenture




68

Holder(s) for redemption purposes and the redemption proceeds will be paid by RTGS/NEFT system, or such

other mode decided upon by the Company, to those Debenture Holder(s) whose names appear on the list of

Beneficial Owners maintained by the Depository as provided to the Issuer by the Registrar and Transfer Agent as

on the Record Date. All such Debentures will be simultaneously redeemed through appropriate corporate action.

The list of Beneficial Owners as of the Record Date setting out the relevant Beneficial Owners’ name and account

number, address, bank details and Depository Participant’s identification number will be given by the Registrar

and Transfer Agent to the Issuer.

2.3 Sharing of Information

The Issuer may, at its option, but subject to applicable law, use on its own, as well as exchange, share or part with

any financial or other information about the Debenture Holder(s) available with the Issuer, with its subsidiaries

and affiliates and other banks, financial institutions, credit bureaus, agencies, statutory bodies, as may be required

and neither the Issuer nor its subsidiaries and affiliates nor their agents shall be liable for use of the aforesaid

information.

2.4 Debenture Holder not a Shareholder

The Debenture Holder(s) shall not be entitled to any right and privileges of shareholders other than those available

to them under the Companies Act, 2013. The Debentures shall not confer upon the Debenture Holders the right

to receive notice(s) or to attend and to vote at any general meeting(s) of the shareholders of the Issuer.

2.5 Modification of Debentures

The Debenture Trustee and the Issuer will agree to make any modifications in the Information Memorandum

which in the opinion of the Debenture Trustee is of a formal, minor or technical nature or is to correct a manifest

error.

Any other change or modification to the terms of the Debentures shall require approval by the majority Debenture

Holders.

2.6 Right to accept or reject Applications

The Issuer reserves its full, unqualified and absolute right to accept or reject any application for subscription to

the Debentures, in part or in full, without assigning any reason thereof.

2.7 Notices

Notices and communications will be sent in accordance with the provisions of the Transaction Documents.




69

Any notice may be served by the Issuer/ Debenture Trustee upon the Debenture Holders through registered post,

recognised overnight courier service, hand delivery, by facsimile transmission, or through email addressed to such

Debenture Holder at its/his registered address or facsimile number or email id.

All notice(s) to be given by the Debenture Holder(s) to the Issuer/ Debenture Trustee shall be sent by registered

post, recognised overnight courier service, hand delivery, by facsimile transmission, or through email to the Issuer

or the Debenture Trustee or to such persons at such address/ facsimile number/ email id as may be notified by the

Issuer or the Debenture Trustee from time to time through suitable communication. All correspondence regarding

the Debentures should be marked “Private Placement of Debentures”.

Notice(s) shall be deemed effectively given upon actual receipt of the same by the recipient party.

2.8 Issue Procedure

Only Eligible Investors as given herein may apply for the Debentures by completing the Application Form in the

prescribed format in block letters in English as per the instructions contained therein. The minimum number of

Debentures that can be applied for and the multiples thereof shall be set out in the Application Form. No

application can be made for a fraction of a Debenture. Application Forms should be duly completed in all respects

and applications not completed in the said manner are liable to be rejected. The name of the applicant’s bank, type

of account and account number must be duly completed by the applicant. This is required for the applicant’s own

safety and these details will be printed on the refund orders and/ or redemptions warrants.

The final subscription to the Debentures shall be made by the Eligible Investors by making the application in

Application Form as per the terms set out in this Offer Letter.

2.9. Process flow of settlement:

Successful bidders shall make pay-in of funds towards the allocation of Debentures made to them, in the bank

account of the clearing corporation on or before [10 a.m.] on the Deemed Date of Allotment.

The fund pay-in by the successful bidders will be made only from the bank account(s), which have been provided/

updated in the electronic book mechanism system. Upon the transfer of funds into the aforesaid account and the

Issuer confirming its decision to proceed with the allotment of the Debentures in favour of the successful bidders

to Link Intime India Private Limited the Registrar and Transfer Agent shall provide the corporate action file along

with all requisite documents to the Depositories by [12:00] hours and subsequently, the pay-in funds shall be

released into the Issuer’s bank account, the details whereof are set out below:

Beneficiary Name : Oberoi Realty limited - Debenture proceeds

Bank Account No. : 2714061315

IFSC CODE : KKBK0001465

Bank Name : Kotak Mahindra Bank Limited

Branch Address : Ground Floor, Manish Chambers Premises Chs Ltd, Sonawala Rd,

Goregaon, Mumbai, Maharashtra 400063

The Debentures will be settled on T+1 basis. The settlement and bidding details are provided below:

Minimum Bid Lot: [10 (Ten)] Debentures




70

Manner of Bidding: Fixed Rate / Coupon

Mode of bidding: Open

Manner of Allotment: Uniform

Manner of Settlement: Through Clearing Corporation

Settlement Cycle: T+1 day; where T refers to the date of bidding

2.10. Application Procedure

Eligible Investors are invited to subscribe by way of the Application Form prescribed in the Information

Memorandum during the period between the Issue Opening Date of the Debentures and the Issue Closing Date of

the Debentures (both dates inclusive). The Issuer reserves the right to change the Issue Schedule including the

Deemed Date of Allotment at its sole discretion, without giving any reasons or prior notice. The Issue will be

open for subscription during the banking hours on each day during the period covered by the Issue Schedule.

2.11. Fictitious Application

All fictitious applications will be rejected.

2.12. Basis of Allotment

Notwithstanding anything stated elsewhere, Issuer reserves the right to accept or reject any application, in part or

in full, without assigning any reason. Subject to the aforesaid, in case of over subscription, priority will be given

to investors on a first come first serve basis. The investors will be required to remit the funds as well as submit

the duly completed Application Form along with other necessary documents to the Issuer by the Deemed Date of

Allotment.

2.13. Payment Instructions

The Application Form should be submitted directly. The minimum application can be made in respect of 10 (Ten)

Debentures. The entire amount of Rs. 10,00,000/- (Rupees Ten Lakhs Only) per Debenture is payable along with

the making of an application. Applicants shall make remittance of application money by way of electronic transfer




71

of funds through RTGS/Fund Transfer mechanism for credit by the pay-in time in the bank account of Oberoi

Realty Limited as mentioned above.

2.14. Eligible Investors

The Eligible Investors (as set out above), when specifically approached, are eligible to apply for this private

placement of Debentures subject to fulfilling their respective investment norms/rules and compliance with laws

applicable to them by submitting all the relevant documents along with the Application Form

All Investors are required to comply with the relevant regulations/guidelines applicable to them for investing in

this issue of Debentures.

Note: Participation by potential investors in the Issue may be subject to statutory and/or regulatory requirements

applicable to them in connection with subscription to Indian securities by such categories of persons or entities.

Applicants are advised to ensure that they comply with all regulatory requirements applicable to them, including

exchange controls and other requirements. Applicants ought to seek independent legal and regulatory advice in

relation to the laws applicable to them.

2.15. Procedure for applying for dematerialised facility

(a) The applicant must have at least one beneficiary account with any of the Depository Participant’s of the

Depository prior to making the application.

(b) The applicant must necessarily fill in the details (including the beneficiary account number and

Depository Participant - ID) appearing in the Application Form under the heading “Details for Issue of

Debentures in Electronic/Dematerialised Form”.

(c) Debentures allotted to an applicant will be credited to the applicant’s beneficiary account(s) with the

Depository Participant.

(d) For subscribing to the Debentures, names in the Application Form should be identical to those appearing

in the details in the Depository. In case of joint holders, the names should necessarily be in the same

sequence as they appear in the account details maintained with the Depository Participant.

(e) Non-transferable allotment advice/refund orders will be directly sent to the applicant by the Registrar

and Transfer Agent to the Issue/ Company.

(f) If incomplete/incorrect details are given under the heading “Details for Issue of Debentures in

Electronic/Dematerialised Form” in the Application Form, it will be deemed to be an incomplete

application and the same may be held liable for rejection at the sole discretion of the Issuer.

(g) For allotment of Debentures, the address, nomination details and other details of the applicant as

registered with his/her Depository Participant shall be used for all correspondence with the applicant.

The applicant is therefore responsible for the correctness of his/her demographic details given in the

Application Form vis-a-vis those with his/her Depository Participant. In case the information is incorrect

or insufficient, the Issuer would not be liable for the losses, if any.




72

(h) The redemption amount or other amounts payable to the Debenture Holders in terms of the Transaction

Documents would be paid to those Debenture Holders whose names appear on the list of Beneficial

Owners maintained by the Depository as provided to the Issuer by the Registrar and Transfer Agent as

on the Record Date. In case of those Debentures for which the Beneficial Owner is not identified in the

list of the Beneficial Owners maintained by the Depository as reflected in the records maintained by the

Registrar and Transfer Agent as on the Record Date, the Issuer would keep in abeyance the payment of

the redemption amount or other benefits, until such time that the beneficial owner is identified by the

Registrar and Transfer Agent as being on the list of Beneficial Owners maintained by the Depository and

conveyed to the Issuer, whereupon the redemption amount and benefits will be paid to the Beneficial

Owners, as identified.

2.16. Depository Arrangements

The Issuer shall make necessary arrangement with the Depository for issue and holding of Debenture in

dematerialised form.

2.17. Application under Power of Attorney

A certified true copy of the power of attorney or the relevant authority, as the case may be, along with the names

and specimen signature(s) of all the authorised signatories of the investor and the tax exemption

certificate/document of the investor, if any, must be lodged along with the submission of the completed

Application Form. Further modifications/additions in the power of attorney or authority should be notified to the

Issuer or to its agents or to such other person(s) at such other address(es) as may be specified by the Issuer from

time to time through a suitable communication.

In case of an application made by companies under a power of attorney or resolution or authority, a certified true

copy thereof along with memorandum and articles of association and/or bye-laws along with other constitutional

documents must be attached to the Application Form at the time of making the application, failing which, the

Issuer reserves the full, unqualified and absolute right to accept or reject any application in whole or in part and

in either case without assigning any reason thereto. Names and specimen signatures of all the authorised

signatories must also be lodged along with the submission of the completed Application Form.

2.18. Procedure for application by Mutual Funds and Multiple Applications

In case of applications by mutual funds and venture capital funds, a separate application must be made in respect

of each scheme of an Indian mutual fund/venture capital fund registered with the SEBI and such applications will

not be treated as multiple application, provided that the application made by the asset management

company/trustee/custodian clearly indicate their intention as to the scheme for which the application has been

made.

The application forms duly filled shall clearly indicate the name of the concerned scheme for which application

is being made and must be accompanied by certified true copies of:

(a) SEBI registration certificate;

(b) Resolution authorising investment and containing operating instructions;

(c) Specimen signature of authorised signatories.




73

2.19. Documents to be provided by Investors

Investors need to submit the following documents, as applicable:

(a) Memorandum and Articles of Association or other constitutional documents;

(b) Resolution authorising investment;

(c) Power of Attorney to custodian;

(d) Specimen signatures of the authorised signatories;

(e) SEBI registration certificate (for Mutual Funds);

(f) Copy of PAN card; and

(g) Application Form (including RTGS/NEFT details).

2.20. Applications to be accompanied with Bank Account Details

Every application shall be required to be accompanied by the bank account details of the applicant for the purpose

of availing direct credit of redemption amount and all other amounts payable to the Debenture Holder(s) through

NEFT/RTGS.

2.21. Succession

In the event of winding-up of the Debenture Holder(s), the Issuer will recognise the liquidator or such other legal

representative of the Debenture Holder(s) as having title to the Debenture(s).

The Issuer may, in its absolute discretion, where it thinks fit, dispense with production of such other legal

representation, in order to recognise such holder as being entitled to the Debenture(s) standing in the name of the

concerned Debenture Holder on production of sufficient documentary proof and/or an indemnity. Provided that

the Issuer shall have the option of depositing the amounts due to any such Debenture Holder in an escrow account/

a special purpose account, the deposit of which will be a good discharge of the Issuer with respect to its obligations

towards such Debenture Holder(s) in relation to the Debentures.

2.22. Mode of Payment

All payments must be made through NEFT/RTGS, or such other mode as may be determined by the Company.

2.23. Tax Deduction at Source

Tax as applicable under the Income Tax Act, 1961, or any other statutory modification or re-enactment thereof

will be deducted at source. For seeking TDS exemption/lower rate of TDS, relevant certificate/document must be

lodged by the Debenture Holder(s) at the office of the Registrar and Transfer Agents of the Issuer at least 10

calendar days before the relevant payment becoming due. Tax exemption certificate / declaration of non-deduction

of tax at source on interest on application money, should be submitted along with the Application Form.

2.24. Allotment

The debentures will be issued in dematerialised form, within 7 Business Days from the Deemed Date of

Allotment or within such timelines as permissible under applicable law. The Debentures will be settled on

T+1 basis. The settlement and bidding details are provided below:




74

Minimum Bid Lot: [10 (Ten)] Debentures

Manner of Bidding: Fixed Rate / Coupon

Mode of bidding: Open

Manner of Allotment: Uniform

Manner of Settlement: Through Clearing Corporation

Settlement Cycle: T+1 day; where T refers to the date of bidding

2.25. Record Date

The Record Date will be 15 (Fifteen) days prior to any payment date.

2.26. Refunds

For applicants whose applications have been rejected or allotted in part, refund orders will be dispatched within 7

days from the Deemed Date of Allotment of the Debentures.

In case the Issuer has received money from applicants for Debentures in excess of the aggregate of the application

money relating to the Debentures in respect of which allotments have been made, the Registrar and Transfer Agent

shall, upon receiving instructions in relation to the same from the Issuer, repay the moneys to the extent of such

excess, if any.

2.27. Pan Number

Every applicant should mention its Permanent Account Number (“PAN”) allotted under Income Tax Act, 1961,

on the Application Form and attach a self-attested copy as evidence. Application Forms without PAN will be

considered incomplete and are liable to be rejected.

2.28. Payment on Redemption

Payment on redemption will be made by way of RTGS/NEFT or such other mode as may be determined by the




75

Company, in the name of the Debenture Holder(s) whose names appear on the list of Beneficial Owners

maintained by the Depository and which is furnished by the Registrar and Transfer Agent to the Issuer as on the

Record Date.

The Debentures shall be taken as discharged on payment of the redemption amount by the Issuer on maturity to

the registered Debenture Holder(s) whose name appears in the Register of Debenture Holder(s) on the Record

Date. On such payment being made, the Issuer will inform the Depository and accordingly the account of the

Debenture Holder(s) with the Depository will be debited/ adjusted.

On the Issuer dispatching/ remitting the amount as specified above in respect of the Debentures, the liability of

the Issuer shall stand extinguished.

Disclaimer: Please note that only those persons to whom this Information Memorandum has been

specifically addressed are eligible to apply. However, an application, even if complete in all respects, is

liable to be rejected without assigning any reason for the same. The list of documents provided above is

only indicative, and an investor is required to provide all those documents/ authorisations/ information

which are likely to be required by the Issuer. The Issuer may but is not bound to revert to any investor for

any additional documents / information and can accept or reject an application as it deems fit. Each investor

is required to check and comply with extant rules/regulations/ guidelines, etc. governing or regulating its

investments and the Issuer is not, in any way, directly or indirectly, responsible for any statutory or

regulatory breaches by any investor, neither is the Issuer required to check or confirm the same.




76

Permission / Consent from the prior creditors and undertaking on creation of charge

The Security shall be created in favour of Debenture Trustee (for the benefit of Debenture Holders), who shall

upon creation of the charge shall have the sole and exclusive charge.

Conflict

This Information Memorandum shall be read in conjunction with the Debenture Trust Deed and the other

Transaction Documents and it is agreed between the Debenture Trustee and the Issuer that in case of any

inconsistency or conflict between this Information Memorandum and the Debenture Trust Deed, the provisions

of the Debenture Trust Deed shall prevail and override the provisions of this Information Memorandum.

Material Contracts and Agreements

Set out below is the statement containing particulars of, dates of, and parties to all material contracts and

agreements of the Issuer relating to the Issue:

Sr.

No.

Contracts and Authorisations related to present Issue

1. Certified copy of the Memorandum of Association and Articles of Association of the Issuer.

2. Certified true copy of the resolutions dated July 14, 2020 passed by the Board approving the issue of

Debentures, and the NCD Committee dated September 28, 2020 approving the present Issue.

3. Certificate, inter alia, regarding the borrowing and collateralizing limits not breaching the limits

specified under Section 180 of the Companies Act, 2013.

4. Credit rating letter from CARE Ratings Limited dated September 25, 2020.

5. Letter from Axis Trustee Services Limited giving its consent to act as the Debenture Trustee dated

September 21, 2020.

6. Consent of Link Intime India Private Limited to act as Registrar and Transfer Agent vide their letter

dated September 22, 2020.

7. Copy of the Debenture Trustee Agreement.

8. Certification that Section 281 of the Income Tax Act 1961 will not be applicable for the Security

contemplated for the Debentures.

Copies of the contracts and documents, may be inspected at the Registered Office of the Issuer between 10.00

a.m. and 12.00 noon on any working day (Monday to Friday) until the date of closing of the Issue.

The declaration by Mr. Saumil Daru, a director of the Issuer, in respect of the Issue has been provided as Annexure

5.




77

ANNEXURE 1: CREDIT RATING LETTER FROM CARE RATINGS LIMITED

CARE Ratings Ltd. 4th Floor, Godrej Coliseum, Somaiya Hospital Road, Off Eastern Express Highway, Sion (E), Mumbai - 400 022. Tel.: +91-22- 6754 3456 Fax: +91-22- 022 6754 3457 Email: [email protected] www.careratings.com

A Wing - 1102 / 1103, Kanakia Wall Street, Andheri Kurla Road, Chakala, Andheri (E), Mumbai - 400 093

Tel: +91-22-6837 4400

CIN-L67190MH1993PLC071691

No. CARE/HO/RL/2020-21/2623

Shri Mr. Saumil Daru Director Oberoi Realty Limited Commerz, 3rd Floor, International Business Park, Oberoi Garden City, Off Western Express Highway, Goregaon (East) Mumbai-400063, Maharashtra

September 25, 2020

Confidential Dear Sir,

Credit rating for proposed Non-Convertible Debenture issue

Please refer to your request for rating of proposed Long Term Non-convertible Debenture (NCD) issue

aggregating to Rs.700.00 crore of your Company. The proposed NCDs would have tenure of 2 years & 5

years having multiple series with bullet repayment at the end of 2 years and 5 years respectively from

the date of issuance.

2. The following ratings have been assigned by our Rating Committee:

Instrument Amount

(Rs. crore) Rating1

Rating Action

Proposed Non-Convertible Debentures

700.00 CARE AA+; Negative

(Double A Plus; Outlook: Negative)

Assigned

Total Instruments 700.00

(Rs. Seven Hundred Crore Only)

3. Please arrange to get the rating revalidated, in case the proposed issue is not made within a

period of six months from the date of our initial communication of rating to you (that is

September 25 2020.

1Complete definitions of the ratings assigned are available at www.careratings.com and in other CARE

publications.

http://www.careratings.com/

CARE Ratings Ltd.

A Wing - 1102 / 1103, Kanakia Wall Street, Andheri Kurla Road, Chakala, Andheri (E), Mumbai - 400 093 Tel: +91-22-6837 4400

4. In case there is any change in the size or terms of the proposed issue, please get the rating

revalidated.

5. Please inform us the below-mentioned details of issue immediately, but not later than 7 days

from the date of placing the instrument:

Instrument type

ISIN Issue Size (Rs cr)

Coupon Rate

Coupon Payment Dates

Terms of Redemption

Redemption date

Name and contact details of Debenture Trustee

Details of top 10 investors

6. Kindly arrange to submit to us a copy of each of the documents pertaining to the NCD issue,

including the offer document and the trust deed.

7. The rationale for the rating will be communicated to you separately. A write-up (press release) on

the above rating is proposed to be issued to the press shortly, a draft of which is enclosed for your

perusal as Annexure 2. We request you to peruse the annexed document and offer your

comments if any. We are doing this as a matter of courtesy to our clients and with a view to

ensure that no factual inaccuracies have inadvertently crept in. Kindly revert as early as possible.

In any case, if we do not hear from you by September 28, 2020, we will proceed on the basis that

you have no any comments to offer.

8. CARE reserves the right to undertake a surveillance/review of the rating from time to time, based

on circumstances warranting such review, subject to at least one such review/surveillance every

year.

9. CARE reserves the right to revise/reaffirm/withdraw the rating assigned as also revise the outlook,

as a result of periodic review/surveillance, based on any event or information which in the

opinion of CARE warrants such an action. In the event of failure on the part of the entity to furnish

such information, material or clarifications as may be required by CARE so as to enable it to carry

out continuous monitoring of the rating of the bank facilities, CARE shall carry out the review on

the basis of best available information throughout the life time of such bank facilities. In such

cases the credit rating symbol shall be accompanied by “ISSUER NOT COOPERATING”. CARE shall

also be entitled to publicize/disseminate all the afore-mentioned rating actions in any manner

considered appropriate by it, without reference to you.

CARE Ratings Ltd.

A Wing - 1102 / 1103, Kanakia Wall Street, Andheri Kurla Road, Chakala, Andheri (E), Mumbai - 400 093 Tel: +91-22-6837 4400

10. Our ratings do not factor in any rating related trigger clauses as per the terms of the

facility/instrument, which may involve acceleration of payments in case of rating downgrades.

However, if any such clauses are introduced and if triggered, the ratings may see volatility and

sharp downgrades.

11. Users of this rating may kindly refer our website www.careratings.com for latest update on the

outstanding rating.

12. CARE ratings are not recommendations to buy, sell or hold any securities.

13. If you need any clarification, you are welcome to approach us in this regard. We are indeed,

grateful to you for entrusting this assignment to CARE.

Thanking you,

Yours faithfully,

Encl.: As above

Disclaimer CARE’s ratings are opinions on the likelihood of timely payment of the obligations under the rated instrument and are not recommendations to sanction, renew, disburse or recall the concerned bank facilities or to buy, sell or hold any security. CARE’s ratings do not convey suitability or price for the investor. CARE’s ratings do not constitute an audit on the rated entity. CARE has based its ratings/outlooks on information obtained from sources believed by it to be accurate and reliable. CARE does not, however, guarantee the accuracy, adequacy or completeness of any information and is not responsible for any errors or omissions or for the results obtained from the use of such information. Most entities whose bank facilities/instruments are rated by CARE have paid a credit rating fee, based on the amount and type of bank facilities/instruments. CARE or its subsidiaries/associates may also have other commercial transactions with the entity. In case of partnership/proprietary concerns, the rating /outlook assigned by CARE is, inter-alia, based on the capital deployed by the partners/proprietor and the financial strength of the firm at present. The rating/outlook may undergo change in case of withdrawal of capital or the unsecured loans brought in by the partners/proprietor in addition to the financial performance and other relevant factors. CARE is not responsible for any errors and states that it has no financial liability whatsoever to the users of CARE’s rating. Our ratings do not factor in any rating related trigger clauses as per the terms of the facility/instrument, which may involve acceleration of payments in case of rating downgrades. However, if any such clauses are introduced and if triggered, the ratings may see volatility and sharp downgrades.

http://www.careratings.com/




78

ANNEXURE 2: CONSENT LETTER FROM DEBENTURE TRUSTEE

Registered Office: Axis House, Bombay Dyeing Mills Compound, Pandhurang Budhkar Marg, Worli Mumbai - 400 025

Corporate Office: The Ruby, 2nd Floor, SW, 29 Senapati Bapat Marg, Dadar West, Mumbai-400 028 Tel No.: 022-62300451 Fax No.: 022-6230 0700 Website- www.axistrustee.com Corporate Identify Number: U74999MH2008PLC182264 | MSME Registered UAN: MH19E0033585

ATSL/CO/20-21/0079A September 21, 2020 Oberoi Realty Limited Commerz, 3rd Floor, International Business Park, Oberoi Garden City, Off Western Express Highway, Goregaon (East), Mumbai-400 063

Kind Attn.:- Mr. Bhaskar Kshirsagar Dear Sir, Sub: Consent to act as Debenture Trustee for listed secured non-convertible debentures (NCDs) aggregating to Rs.500 Crores proposed to be issued by Oberoi Realty Limited (“Issuer Company”) We, Axis Trustee Services Limited, hereby give our consent to act as the Debenture Trustee for the above mentioned issue of Debentures having a tenure of more than one year and are agreeable to the inclusion of our name as Debenture Trustee in the Shelf Prospectus/ Private Placement offer letter/ Information Memorandum and/or application to be made to the Stock Exchange for the listing of the said Debentures. Axis Trustee Services Limited (ATSL) consenting to act as Debenture Trustees is purely its business decision and not an indication on the Issuer Company's standing or on the Debenture Issue. By consenting to act as Debenture Trustees, ATSL does not make nor deems to have made any representation on the Issuer Company, its Operations, the details and projections about the Issuer Company or the Debentures under Offer made in the Shelf Prospectus/ Private Placement offer letter/ Information Memorandum / Offer Document. Applicants / Investors are advised to read carefully the Shelf Prospectus/ Private Placement offer letter/ Information Memorandum / Offer Document and make their own enquiry, carry out due diligence and analysis about the Issuer Company, its performance and profitability and details in the Shelf Prospectus/ Private Placement offer letter/ Information Memorandum / Offer Document before taking their investment decision. ATSL shall not be responsible for the investment decision and its consequence. We also confirm that we are not disqualified to be appointed as Debentures Trustee within the meaning of Rule 18(2)(c) of the Companies (Share Capital and Debentures) Rules, 2014. Yours truly, For Axis Trustee Services Limited Mangalagowri Bhat Assistant General Manager




79

ANNEXURE 3: IN-PRINCIPLE LISTING APPROVAL




80

ANNEXURE 4: APPLICATION FORM

OBEROI REALTY LIMITED

Registered Office: Commerz, 3rd Floor, International Business Park, Oberoi Garden City,

Off Western Express Highway, Goregaon (E), Mumbai 400063

Tel. No.: + 91 22 6677 3333; Fax No.: + 91 22 6677 3334

APPLICATION FORM FOR PRIVATE PLACEMENT OF DEBENTURES

ISSUE OPENS ON: September 30, 2020| CLOSING ON: September 30, 2020| Date of Application:

Dear Sirs,

We have received, read, reviewed and understood all the contents, terms and conditions and required disclosures

in the private placement offer letter dated September 28, 2020. We have also done all the required due diligence

(legal or otherwise) without relying upon the information contained in the private placement offer letter. Now,

therefore, we hereby agree to accept the Debentures mentioned hereunder or such smaller number as may be

allocated to us, subject to the terms of the said private placement offer letter, this application form and the

documents. We undertake that we will sign all such other documents and do all such other acts, if any, necessary

on our part to enable us to be registered as the holder(s) of the Debentures which may be allotted to us.

We authorise you to place our name(s) on the Register of Debenture holders of the Company that may be so

allocated and to register our address(es) as given below. We note that the Company is entitled in their absolute

discretion to accept or reject this application in whole or in part without assigning any reason whatsoever.

Yours faithfully,

For (Name of the Applicant)

(Name and Signature of Authorised Signatory)

The details of the application are as follows:

DEBENTURE APPLICATION FORM SERIAL NO.

Addressed to: __________________________________________________________

ISSUE OF UPTO 5000 (FIVE THOUSAND) RATED, LISTED, SECURED, REDEEMABLE NON-

CONVERTIBLE DEBENTURES OF THE FACE VALUE OF RS. 10,00,000/- (RUPEES TEN LAKH

ONLY) EACH (“DEBENTURES”), FOR CASH, AGGREGATING UPTO Rs. 500,00,00,000/- (RUPEES

FIVE HUNDRED CRORES ONLY) AT PAR, ON A PRIVATE PLACEMENT BASIS

DEBENTURE APPLIED FOR:

Sl. No No. of Debentures (in figures

and in words)

Issue Price per

Debenture (Rs.)

Amount (Rs.)

10,00,000

Total




81

DETAILS OF PAYMENT:

RTGS/ NEFT/ Electronic fund transfer

No. _____________ dated ________ from __________________________________________ (name of bank)

Funds transferred to –Oberoi Realty limited - Debenture proceeds

Account Number - 2714061315

Dated ____________

Total amount remitted

(In Figures) Rs.______________/- (In words) Rupees __________________________________________ Only

APPLICANT’S NAME IN FULL (CAPITALS) SPECIMEN SIGNATURE

APPLICANT’S ADDRESS

ADDRESS

STREET

CITY

PIN PHONE FAX

EMAIL ID

APPLICANT’S PAN/GIR NO. _____________ IT CIRCLE/WARD/DISTRICT ____

WE ARE ( ) COMPANY; ( ) OTHERS, PLEASE SPECIFY __________

We have read and understood the Terms and Conditions of the issue of Debentures contained in the Offer




82

Documents including the Risk Factors described in the Information Memorandum and have considered these in

making our decision to apply. We bind ourselves to these terms and conditions and wish to apply for allotment of

these Debentures. We request you to please place our name(s) on the Register of Debenture Holders.

We the undersigned, are agreeable to holding the Debentures of the Issuer in dematerialised form. Details of

my/our Beneficial Owner Account are given below:

Details for Issue of Debentures in Electronic / Dematerialised Form

DEPOSITORY CDSL ( ) NSDL ( )

DEPOSITORY PARTICIPANT NAME

DP-ID

BENEFICIARY ACCOUNT NUMBER

NAME OF THE APPLICANT(S)

Applicant Bank Account (For settlement by way

of NEFT, RTGS, electronic fund transfer)

Bank Name & Branch

Account no.

Nature of account

We understand and confirm that the information provided in the Offer Documents is provided by the Issuer and

the same has not been verified by any legal advisors to the Issuer and other intermediaries and their agents and

advisors associated with this Issue. We confirm that we have for the purpose of investing in these Debentures

carried out our own due diligence and made our own decisions with respect to investment in these Debentures and

have not relied on any representations made by anyone other than the Issuer, if any.

We understand that: (i) in case of allotment of Debentures to us, our Beneficiary Account as mentioned above

would get credited to the extent of allotted Debentures, (ii) the Applicant must ensure that the sequence of names

as mentioned in the Application Form matches the sequence of name held with our Depository Participant, (iii) if

the names of the Applicant in this application are not identical and also not in the same order as the Beneficiary

Account details with the above mentioned Depository Participant or if the Debentures cannot be credited to our

Beneficiary Account for any reason whatsoever, the Issuer shall be entitled at its sole discretion to reject the

application or issue the Debentures in physical form.

We understand that we are assuming on our own account, all risk of loss that may occur or be suffered by us

including as to the returns on and/or the sale value of the Debentures.




83

Name of the Authorised

Signatory(ies)

Designation Signature

PART B of PAS-4

(To be filed by the Applicant)

(i) Name: _________________________________________________________

(ii) Father's name: __________________________________________________

(iii) Complete Address including Flat/House Number, Street, Locality, Pin Code:

___________________________________________________________________________________

___________________________________________________________________________________

(iv) Phone number, if any: _____________________________________________________________

(v) Email ID, if any: __________________________________________________________________

(vi) PAN Number: ___________________________________________________________________

(vii) Bank Account Details: ________________________________________________________________

Signature

Initial of the Officer of the company designated to keep the record: _______

-------------------------------------------------(TEAR HERE)--------------------------------------------




84

ACKNOWLEDGMENT SLIP

(To be filled in by Applicant) SERIAL NO. - - - - - - - -

Received from _______________________________________________

Address________________________________________________________________

______________________________________________________________________

UTR # ______________ dated ______ from _______________________________ (name of bank, branch) for

Rs. _____________ on account of application of Debenture(s) as under:

Sl No. No. of Debentures (in figures

and in words)

Issue Price per

Debenture (Rs.)

Amount (Rs.)

1 10,00,000

Total




85

ANNEXURE 5: DECLARATION OF DIRECTOR

DECLARATION BY THE DIRECTORS THAT-

(a) the Company has complied with the provisions of the Companies Act 2013 and the rules made

thereunder;

(b) the compliance with the said Act and the rules made thereunder do not imply that payment of

dividend or interest or repayment of preference shares or debentures, if applicable, is guaranteed

by the Central Government;

(c) the monies received under the offer shall be used only for the purposes and objects indicated in

the private placement offer cum application letter;

I am authorised by the NCD Committee of Board of Directors of the company vide resolution number S.

No. 1 dated September 28, 2020 to sign this form and declare that all the requirements of Companies Act,

2013 and the rules made thereunder in respect of the subject matter of this form and matters incidental

thereto have been complied with. Whatever is stated in this form and in the attachments thereto is true,

correct and complete and no information material to the subject matter of this form has been suppressed

or concealed and is as per the original records maintained by the promoters subscribing to the

Memorandum of Association and Articles of Association. It is further declared and verified that all the

required attachments have been completely, correctly and legibly attached to this form.

For Oberoi Realty Limited

……………………………………………

Saumil Daru

Director

Date: September 30, 2020

Place: Mumbai




86

ANNEXURE 6: BOARD RESOLUTION AND NCD COMMITTEE RESOLUTION




87

ANNEXURE 7: CONDITIONS PRECEDENT SATISFACTION CERTIFICATE




88

ANNEXURE 8: RELATED PARTY

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of

rela

ted

pa

rtie

s (C

on

td.)





89

ANNEXURE 9

AUDITED CONSOLIDATED AND STANDALONE FINANCIAL INFORMATION AS ON

MARCH 31, 2020, 2019, AND 2018

70 Annual Report 2019-2070 Annual Report 2019-20

INDEPENDENT AUDITOR’S REPORT ON CONSOLIDATED IND AS FINANCIAL STATEMENTS

To the Members of Oberoi Realty Limited

Report on the Audit of the Consolidated Ind AS Financial Statements

Opinion

We have audited the accompanying consolidated Ind AS financial statements of Oberoi Realty Limited (hereinafter referred to as “the Holding Company”), its subsidiaries (the Holding Company and its subsidiaries together referred to as “the Group”) and its joint ventures comprising of the consolidated Balance Sheet as at March 31 2020, the consolidated Statement of Profit and Loss, including other comprehensive income, the consolidated Cash Flow Statement and the consolidated Statement of Changes in Equity for the year then ended, and notes to the consolidated Ind AS financial statements, including a summary of significant accounting policies and other explanatory information (hereinafter referred to as “the consolidated Ind AS financial statements”).

In our opinion and to the best of our information and according to the explanations given to us and based on the consideration of reports of other auditors on separate financial statements and on the other financial information of the subsidiaries and joint ventures, the aforesaid consolidated Ind AS financial statements give the information required by the Companies Act, 2013, as amended (“the Act”) in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the consolidated state of affairs of the Group, its joint ventures as at March 31, 2020, their consolidated profit including other comprehensive income, their consolidated cash flows and the consolidated statement of changes in equity for the year ended on that date.

Basis for Opinion

We conducted our audit of the consolidated Ind AS financial statements in accordance with the Standards on Auditing (SAs), as specified under section 143(10) of the Act. Our responsibilities under those Standards are further described in the ‘Auditor’s Responsibilities for the Audit of the Consolidated Ind AS Financial Statements’ section of our report. We are independent of the Group, joint ventures in accordance with the ‘Code of Ethics’ issued by the Institute of Chartered Accountants of India together with the ethical requirements that are relevant to our audit of the financial statements under the provisions of the Act and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the consolidated Ind AS financial statements.

Emphasis of Matter

We draw attention to Note 45 of the Financial Statements, which describes the Management’s assessment of uncertainties related to the COVID-19 pandemic, and its consequential financial impacts on the operations of the Company, its cash flows and recoverable amounts of its assets. Our opinion is not modified in respect of this matter.

Key Audit Matters

Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the consolidated Ind AS financial statements for the financial year ended March 31, 2020. These matters were addressed in the context of our audit of the consolidated Ind AS financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. For each matter below, our description of how our audit addressed the matter is provided in that context.

We have determined the matters described below to be the key audit matters to be communicated in our report. We have fulfilled the responsibilities described in the Auditor’s responsibilities for the audit of the consolidated Ind AS financial statements section of our report, including in relation to these matters. Accordingly, our audit included the performance of procedures designed to respond to our assessment of the risks of material misstatement of the consolidated Ind AS financial statements. The results of audit procedures performed by us and by other auditors of components not audited by us, as reported by them in their audit reports furnished to us by the management, including those procedures performed to address the matters below, provide the basis for our audit opinion on the accompanying consolidated Ind AS financial statements.

Annual Report 2019-20 71Annual Report 2019-20 71

Key audit matters How our audit addressed the key audit matter

Ind AS 115 - Revenue from Contract with Customers (as described in note 1.2.9 and 42 of the financial statements)

Revenue from real-estate contracts is recognised over a period of time in accordance with the requirements of Ind AS 115 using the percentage of completion method. This determination is based on the proportion that contract costs actually incurred, bear to the estimated total contract costs, and requires significant judgements, including identification of contractual obligations, the Group’s rights to receive payments for performance completed till date, changes in scope and consequential revised contract price.Revenue recognition is significant to the financial statements based on the quantitative materiality. The application of percentage of completion method involves significant judgement as explained above. Accordingly, we regard these as key audit matter.

As part of our audit procedures:We read the accounting policy for revenue recognition of the Group and assessed compliance with the requirements of Ind AS 115.We assessed the management evaluation of recognising revenue from real estate contracts over a period of time in accordance with the requirements under Ind AS 115.We tested controls over revenue recognition with specific focus on determination of progress of completion, recording of costs incurred and estimation of costs to complete the remaining contract obligations.We inspected a sample of underlying customer contracts, performed retrospective assessment of costs incurred with estimated costs to identify significant variations and assess whether those variations have been considered in estimating the remaining costs-to-complete and consequential determination of stage of completion.We tested controls and management processes pertaining to transfer of control in case of real estate projects.We performed test of details, on a sample basis, and inspected the underlying customer contracts/agreements evidencing the transfer of control of the asset to the customer based on which revenue is recognised over a period of time.We assessed the adequecy of disclosures included in financial statements, as specified in Ind AS 115.

Assessing the carrying value of Inventory (as described in note 1.2.15 and 11 of the financial statements) and advances paid towards land procurement (as described in note 10 and 46 of the financial statements)

As at March 31, 2020, the carrying value of the inventory of ongoing and completed real-estate projects is ` 5,31,582.02 lakh. The inventories are held at the lower of the cost and net realisable value (“NRV”).The determination of NRV involves estimates based on prevailing market conditions and taking into account the stage of completion of the inventory, the estimated future selling price, cost to complete projects and selling costs.Advances paid by the Group for acquisition of land or Transferable Development Rights (‘TDR’), is recognised as advances to vendors.With respect to these advances, the net recoverable value is based on the management’s estimates and internal documentation, which include, among other things, the likelihood when the land acquisition would be completed, the expected date of plan approvals for commencement of project and the estimation of sale prices and construction costs.We identified the assessment of the carrying value of inventory and land advances as a key audit matter due to the significance of the balance to the financial statements as a whole and the involvement of estimates and judgement in the assessment.

As part of our audit procedures, we:Evaluated the design and operation of internal controls related to testing recoverable amounts with carrying amount of inventory and advances, including evaluating management processes for estimating future costs to complete projects.As regards NRV, for a sample of selected projects, compared costs incurred and estimates of future cost to complete the project with costs of similar projects and compared NRV to recent sales or to the estimated selling price.For advances for acquisition of land or TDR, as part of our audit procedures we:

Read the documentation relating to the advances paid and obtained from management the status of the advances.Obtained and assessed management’s assumptions relating to proposed projects, estimated time-frame, and forecast sales.Circularized requests for balance confirmations and examined responses.


Other Information

The Holding Company’s Board of Directors is responsible for the other information. The other information comprises the information

included in the Management Discussion and Analysis, Board’s Report including Annexures to Board’s Report, Business Responsibility

Report and Shareholder’s Information but does not include the consolidated Ind AS financial statements and our auditor’s report

thereon.

Our opinion on the consolidated Ind AS financial statements does not cover the other information and we do not express any form

of assurance conclusion thereon.

In connection with our audit of the consolidated Ind AS financial statements, our responsibility is to read the other information and,

in doing so, consider whether such other information is materially inconsistent with the consolidated Ind AS financial statements or

our knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have performed,

we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to

report in this regard.

Responsibilities of Management for the Consolidated Ind AS Financial Statements

The Holding Company’s Board of Directors is responsible for the preparation and presentation of these consolidated Ind AS

financial statements in terms of the requirements of the Act that give a true and fair view of the consolidated financial position,

consolidated financial performance including other comprehensive income, consolidated cash flows and consolidated statement

of changes in equity of the Group including its joint ventures in accordance with the accounting principles generally accepted in

India, including the Indian Accounting Standards (Ind AS) specified under section 133 of the Act read with the Companies (Indian

Accounting Standards) Rules, 2015, as amended. The respective Board of Directors of the companies included in the Group and

of its joint ventures are responsible for maintenance of adequate accounting records in accordance with the provisions of the Act

for safeguarding of the assets of the Group and of its joint ventures and for preventing and detecting frauds and other irregularities;

selection and application of appropriate accounting policies; making judgements and estimates that are reasonable and prudent;

and the design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring

the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the consolidated Ind AS

financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error, which have

been used for the purpose of preparation of the consolidated Ind AS financial statements by the Directors of the Holding Company,

as aforesaid.

In preparing the consolidated Ind AS financial statements, the respective Board of Directors of the companies included in the Group

and of its joint ventures are responsible for assessing the ability of the Group and of its joint ventures to continue as a going concern,

disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management

either intends to liquidate the Group or to cease operations, or has no realistic alternative but to do so.

Those respective Board of Directors of the companies included in the Group and of its joint ventures are also responsible for

overseeing the financial reporting process of the Group and of its joint ventures.

Auditor’s Responsibilities for the Audit of the Consolidated Ind AS Financial Statements

Our objectives are to obtain reasonable assurance about whether the consolidated Ind AS financial statements as a whole are free

from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable

assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with SAs will always detect a

material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the

aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated

Ind AS financial statements.


As part of an audit in accordance with SAs, we exercise professional judgement and maintain professional skepticism throughout

the audit. We also:

Identify and assess the risks of material misstatement of the consolidated Ind AS financial statements, whether due to fraud

or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and

appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher

than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the

override of internal control.

Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the

circumstances. Under section 143(3)(i) of the Act, we are also responsible for expressing our opinion on whether the Holding

Company has adequate internal financial controls with reference to consolidated Ind AS financial statements in place and the

operating effectiveness of such controls.

Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related

disclosures made by management.

Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit

evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the

ability of the Group and its joint ventures to continue as a going concern. If we conclude that a material uncertainty exists, we

are required to draw attention in our auditor’s report to the related disclosures in the consolidated Ind AS financial statements

or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to

the date of our auditor’s report. However, future events or conditions may cause the Group and its joint ventures to cease to

continue as a going concern.

Evaluate the overall presentation, structure and content of the consolidated Ind AS financial statements, including the disclosures,

and whether the consolidated Ind AS financial statements represent the underlying transactions and events in a manner that

achieves fair presentation.

Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within

the Group and its joint ventures of which we are the independent auditors, to express an opinion on the consolidated Ind AS

financial statements. We are responsible for the direction, supervision and performance of the audit of the financial statements

of such entities included in the consolidated Ind AS financial statements of which we are the independent auditors. For the

other entities included in the consolidated Ind AS financial statements, which have been audited by other auditors, such other

auditors remain responsible for the direction, supervision and performance of the audits carried out by them. We remain solely

responsible for our audit opinion.

We communicate with those charged with governance of the Holding Company and such other entities included in the consolidated

Ind AS financial statements of which we are the independent auditors regarding, among other matters, the planned scope and timing

of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding

independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our

independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in

the audit of the consolidated Ind AS financial statements for the financial year ended March 31, 2020 and are therefore the key audit

matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or

when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse

consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.


Other Matter

(a) We did not audit the financial statements and other financial information, in respect of two subsidiaries, whose Ind AS financial

statements include total assets of ` 186.72 lakh as at March 31, 2020, and total revenues of ` 1.72 lakh and net cash inflows

of ` 0.62 lakh for the year ended on that date. These Ind AS financial statement and other financial information have been

audited by other auditors, which financial statements, other financial information and auditor’s reports have been furnished to

us by the management. The consolidated Ind AS financial statements also include the Group’s share of net profit of ` 76.92

lakh for the year ended March 31, 2020, as considered in the consolidated Ind AS financial statements, in respect of three joint

ventures, whose financial statements, other financial information have been audited by other auditors and whose reports have

been furnished to us by the Management. Our opinion on the consolidated Ind AS financial statements, in so far as it relates to

the amounts and disclosures included in respect of these subsidiaries and joint ventures, and our report in terms of sub-sections

(3) of Section 143 of the Act, in so far as it relates to the aforesaid subsidiaries and joint ventures, is based solely on the reports

of such other auditors.

(b) The consolidated Ind AS financial statements also include the Group’s share of net loss of ` 0.85 lakh for the year ended

March 31, 2020, as considered in the consolidated Ind AS financial statements, in respect of three joint ventures, whose

financial statements, other financial information have not been audited and whose unaudited financial statements, other

unaudited financial information have been furnished to us by the Management. Our opinion, in so far as it relates amounts

and disclosures included in respect of these joint ventures, and our report in terms of sub-sections (3) of Section 143 of the Act

in so far as it relates to the aforesaid joint ventures, is based solely on such unaudited financial statements and other unaudited

financial information. In our opinion and according to the information and explanations given to us by the Management, these

financial statements and other financial information are not material to the Group.

Our opinion above on the consolidated Ind AS financial statements, and our report on Other Legal and Regulatory Requirements

below, is not modified in respect of the above matters with respect to our reliance on the work done and the reports of the other

auditors and the financial statements and other financial information certified by the Management.

Report on Other Legal and Regulatory Requirements

As required by Section 143(3) of the Act, based on our audit and on the consideration of report of the other auditors on separate

financial statements and the other financial information of subsidiaries and joint ventures, as noted in the ‘other matter’ paragraph

we report, to the extent applicable, that:

(a) We/the other auditors whose report we have relied upon have sought and obtained all the information and explanations which

to the best of our knowledge and belief were necessary for the purposes of our audit of the aforesaid consolidated Ind AS

financial statements;

(b) In our opinion, proper books of account as required by law relating to preparation of the aforesaid consolidation of the

financial statements have been kept so far as it appears from our examination of those books and reports of the other auditors;

(c) The Consolidated Balance Sheet, the Consolidated Statement of Profit and Loss including the Statement of Other Comprehensive

Income, the Consolidated Cash Flow Statement and Consolidated Statement of Changes in Equity dealt with by this Report

are in agreement with the books of account maintained for the purpose of preparation of the consolidated Ind AS financial

statements;

(d) In our opinion, the aforesaid consolidated Ind AS financial statements comply with the Accounting Standards specified under

Section 133 of the Act, read with Companies (Indian Accounting Standards) Rules, 2015, as amended;

(e) On the basis of the written representations received from the Directors of the Holding Company as on March 31, 2020 taken

on record by the Board of Directors of the Holding Company and the reports of the statutory auditors who are appointed under

Section 139 of the Act, of its subsidiary companies and joint ventures, none of the Directors of the Group’s companies, its joint

ventures, incorporated in India, is disqualified as on March 31, 2020 from being appointed as a Director in terms of Section

164 (2) of the Act;


(f) With respect to the adequacy and the operating effectiveness of the internal financial controls over financial reporting with

reference to these consolidated Ind AS financial statements of the Holding Company and its subsidiary companies and joint

ventures, incorporated in India, refer to our separate Report in “Annexure 1” to this report;

(g) In our opinion and based on the consideration of reports of other statutory auditors of the subsidiaries and joint ventures

incorporated in India, the managerial remuneration for the year ended March 31, 2020 has been paid/provided by the

Holding Company, its subsidiaries and joint ventures incorporated in India to their Directors in accordance with the provisions

of section 197 read with Schedule V to the Act;

(h) With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies (Audit

and Auditors) Rules, 2014, as amended, in our opinion and to the best of our information and according to the explanations

given to us and based on the consideration of the report of the other auditors on separate financial statements as also the other

financial information of the subsidiaries and joint ventures, as noted in the ‘Other matter’ paragraph:

i. The consolidated Ind AS financial statements disclose the impact of pending litigations on its consolidated financial

position of the Group, its joint ventures in its consolidated Ind AS financial statements – refer note 40 to the consolidated

Ind AS financial statements;

ii. The Group, its joint ventures did not have any material foreseeable losses in long-term contracts including derivative

contracts during the year ended March 31, 2020;

iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund

by the Holding Company, its subsidiaries and joint ventures, incorporated in India during the year ended March 31, 2020.

For S R B C & CO LLP


ICAI Firm Registration Number: 324982E/E300003

per Vinayak Pujare

Partner

Membership Number: 101143

UDIN: 20101143AAAACN4192

Place: Mumbai

Date: July 14, 2020


ANNEXURE 1 REFERRED TO IN PARAGRAPH (f) UNDER THE HEADING “REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS” OF OUR REPORT OF EVEN DATE

Re: Oberoi Realty Limited (‘the Company’)

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (“the Act”)

In conjunction with our audit of the consolidated Ind AS financial statements of Oberoi Realty Limited as of and for the year ended March 31, 2020, we have also audited the internal financial controls over financial reporting of Oberoi Realty Limited (“the Holding Company) and its subsidiary companies and its joint ventures, which are companies incorporated in India as of that date.

Management’s Responsibility for Internal Financial Controls

The respective Board of Directors of the Holding Company, its subsidiary companies, and joint ventures, which are companies incorporated in India, are responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Holding Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India. These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to the respective company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Act.

Auditor’s Responsibility

Our responsibility is to express an opinion on the company’s internal financial controls over financial reporting with reference to these consolidated Ind AS financial statements based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the “Guidance Note”) and the Standards on Auditing, both, issued by Institute of Chartered Accountants of India, and deemed to be prescribed under section 143(10) of the Act, to the extent applicable to an audit of internal financial controls. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting with reference to these consolidated Ind AS financial statements was established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting with reference to these consolidated Ind AS financial statements included obtaining an understanding of internal financial controls over financial reporting with reference to these consolidated Ind AS financial statements, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor’s judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Holding Company, its subsidiary companies and its joint ventures incorporated in India, internal financial controls system over financial reporting.

Meaning of Internal financial controls over financial reporting with reference to these consolidated Ind AS financial statements

A company’s internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorisations of management and Directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.


Inherent Limitations of Internal financial controls over financial reporting with reference to these consolidated Ind AS financial statements

Because of the inherent limitations of internal financial controls over financial reporting with reference to these consolidated Ind AS financial statements, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting with reference to these consolidated Ind AS financial statements to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion, the Holding Company, its subsidiary companies and its joint ventures, which are companies incorporated in India, have, maintained in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting with reference to these consolidated Ind AS financial statements were operating effectively as at March 31, 2020, based on the internal control over financial reporting criteria established by the Holding Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal financial controls over financial reporting with reference to these consolidated Ind AS financial statements issued by the Institute of Chartered Accountants of India.

For S R B C & CO LLPChartered AccountantsICAI Firm Registration Number: 324982E/E300003

per Vinayak PujarePartnerMembership Number: 101143UDIN: 20101143AAAACN4192

Place: MumbaiDate: July 14, 2020


CONSOLIDATED BALANCE SHEET

(` in Lakh)AS AT NOTE MARCH 31, 2020 MARCH 31, 2019ASSETSI) Non-current assetsa) Property, plant and equipments 2 20,548.70 19,522.10b) Capital work in progress 3 30,493.90 12,512.52c) Investment properties 4 83,914.12 86,472.37d) Intangible assets 5 185.83 164.64e) Intangible assets under development 6 52.46 93.36f) Financial assets

i) Investments 7 2,26,214.48 2,59,891.48ii) Other financial assets 8 3,603.56 507.87

g) Deferred tax assets (net) 9.1 9,316.63 12,994.53h) Other non-current assets 10 63,213.28 21,639.92

4,37,542.96 4,13,798.79II) Current assetsa) Inventories 11 5,31,727.54 4,16,547.45b) Financial assets

i) Investments 12 14,410.30 33,883.58ii) Trade receivables 13 11,524.74 10,940.35iii) Cash and cash equivalents 14 5,615.97 9,447.01iv) Bank balances other than (iii) above 15 5,217.62 33,083.81v) Loans 16 30,994.22 26,620.69vi) Other financial assets 8 190.29 315.17

c) Current tax assets (net) 17 1,527.11 1,238.73d) Other current assets 10 83,388.30 1,66,494.92

6,84,596.09 6,98,571.71TOTAL ASSETS (I+II) 11,22,139.05 11,12,370.50

EQUITY AND LIABILITIESI) Equitya) Equity share capital 18 36,360.23 36,360.23b) Other equity 19 8,26,588.21 7,66,556.82

8,62,948.44 8,02,917.05II) Liabilitiesi) Non-current liabilitiesa) Financial liabilities

i) Borrowings 20 - 58,851.45ii) Trade payables 21

a) Total outstanding dues of micro enterprises and small enterprises 569.39 417.18b) Total outstanding dues of creditors other than micro enterprises and small enterprises 1,897.06 1,972.86

iii) Other financial liabilities 22i) Capital creditors

a) Total outstanding dues of micro enterprises and small enterprises 63.29 52.88b) Total outstanding dues of creditors other than micro enterprises and small enterprises 849.20 386.42

ii) Others 11,347.31 11,245.69b) Provisions 23 210.84 196.77c) Deferred tax liabilities (net) 9.2 2,839.89 2,599.73d) Other non-current liabilities 24 3,112.23 3,094.12

20,889.21 78,817.10ii) Current liabilitiesa) Financial liabilities

i) Borrowings 20 1,14,392.89 24,755.88ii) Trade payables 21

a) Total outstanding dues of micro enterprises and small enterprises 903.98 1,232.61b) Total outstanding dues of creditors other than micro enterprises and small enterprises 5,218.76 19,607.32

iii) Other financial liabilities 22i) Capital creditors


ii) Others 59,506.30 99,284.57b) Other current liabilities 24 53,545.93 82,119.32c) Provisions 23 221.53 82.93d) Current tax liabilities (net) 25 3,336.51 1,110.60

2,38,301.40 2,30,636.35TOTAL LIABILITIES (i+ii) 2,59,190.61 3,09,453.45TOTAL EQUITY AND LIABILITIES (I+II) 11,22,139.05 11,12,370.50Significant accounting policies 1The accompanying notes form an integral part of the financial statements

As per our report of even dateFor S R B C & CO LLP For and on behalf of the Board of DirectorsChartered AccountantsFirm Registration Number 324982E/E300003

per Vinayak Pujare Vikas Oberoi T. P. OstwalPartner Chairman & Managing Director DirectorMembership No.: 101143 DIN 00011701 DIN 00821268

Saumil Daru Bhaskar KshirsagarDirector - Finance cum Chief Financial Officer Company SecretaryDIN 03533268 M No. A19238

Mumbai, July 14, 2020 Mumbai, July 14, 2020


CONSOLIDATED STATEMENT OF PROFIT AND LOSS

(` in Lakh)

FOR THE YEAR ENDED NOTE MARCH 31, 2020 MARCH 31, 2019

INCOME

Revenue from operations 26 2,23,763.29 2,58,249.93

Other income 27 4,835.22 7,884.68

Total revenue (A) 2,28,598.51 2,66,134.61

EXPENSES

Operating costs 28 2,19,974.87 1,65,241.04

Changes in inventories 29 (1,16,406.98) (40,524.51)

Employee benefits expense 30 6,424.25 7,335.43

Finance cost 31 8,847.25 1,936.19

Depreciation and amortisation 32 4,486.79 4,403.81

Other expenses 33 8,973.98 10,669.82

Total expenses (B) 1,32,300.16 1,49,061.78

Profit before share of profit of joint ventures (net) and exceptional items

(A-B) 96,298.35 1,17,072.83

Share of Profit/(Loss) of joint ventures (net) 590.88 689.60

Profit before tax 96,889.23 1,17,762.43

Tax expense

Current tax 17 28,066.96 35,269.21

Deferred tax 9 (106.88) 782.87

(Excess)/short provision of tax in earlier years (3.87) 17.00

Profit after tax (C) 68,933.02 81,693.35

Other comprehensive income

Items that will not be reclassified to profit or loss in subsequent years

A Re - measurement gains/(losses) on defined benefit plans (25.09) 98.57

Income tax effect on above 8.77 (33.10)

Share of other comprehensive income in Joint Ventures

B Re - measurement gains/(losses) on defined benefit plans 4.02 (3.92)

Income tax effect on above (1.72) 1.37

Total other comprehensive income/(expenses) for the year net of tax

(D) (14.02) 62.92

Total comprehensive income for the year (Comprising profit /(loss) and other comprehensive income for the year)*

(C+D) 68,919.00 81,756.27

Earnings per equity share (face value of ` 10) 34

- Basic (in `) 18.96 22.80

- Diluted (in `) 18.96 22.80

*Entirely attributable to owner of the parent.

Significant accounting policies 1

The accompanying notes form an integral part of the financial statements






CONSOLIDATED CASH FLOW STATEMENT

(` in Lakh)FOR THE YEAR ENDED MARCH 31, 2020 MARCH 31, 2019CASH FLOW FROM OPERATING ACTIVITIES:Profit before tax as per Statement of Profit and Loss 96,889.23 1,17,762.43

Adjustments forDepreciation and amortisation 4,486.79 4,403.81Interest income (including fair value change in financial instruments) (3,674.16) (4,448.39)Interest expenses (including fair value change in financial instruments) 8,847.25 1,936.19Dividend income (250.49) (310.82)Profit on sale of investments (net) (776.35) (3,102.46)(Gain)/Loss from foreign exchange fluctuation (net) 26.93 (2.22)(Gain)/Loss on sale/discarding of investment properties (net) 5.43 24.45(Gain)/Loss on sale/discarding of property, plant and equipments (net) 35.76 24.25Share of profit of joint ventures 590.88 689.60Sundry balances written back (122.89) (17.40)Operating cash profit before working capital changes 1,06,058.38 1,16,959.44

Movement for working capitalIncrease/(decrease) in trade payables (14,544.84) 8,706.17Increase/(decrease) in other liabilities (28,555.25) (1,08,692.69)Increase/(decrease) in financial liabilities (3,173.34) 5,251.75Increase/(decrease) in provisions 129.88 167.21(Increase)/decrease in loans and advances 42,059.53 (4,943.57)(Increase)/decrease in financial assets 124.88 (82.57)(Increase)/decrease in trade receivables (584.39) 7,176.21(Increase)/decrease in inventories (1,07,500.43) 22,444.05Cash generated from operations (5,985.58) 46,986.00Direct taxes (paid)/refund (net) (22,212.62) (32,429.84)Net cash inflow/(outflow) from operating activities (A) (28,198.20) 14,556.16

CASH FLOW FROM INVESTING ACTIVITIES:(Acquisition)/(adjustments) of property, plant and equipments, investment properties, intangible assets/addition to capital work in progress (net)

(22,613.33) (17,155.69)

Proceeds from sale of property, plant and equipment, investment properties, intangible assets

46.65 91.14

Interest received 1,319.72 3,018.22Dividend received 250.49 310.82Decrease/(increase) in loans and advances to/for joint ventures (net) (1,795.08) (4,403.22)Decrease/(increase) in investment in joint ventures 33,086.40 (19,927.30)(Acquisition)/sale of investments (net) 776.35 3,102.46(Increase)/decrease in other assets 24,771.18 (29,613.58)Net cash inflow/(outflow) from investing activities (B) 35,842.38 (64,577.15)

CASH FLOW FROM FINANCING ACTIVITIES:Increase in equity share capital (including securities premium and netting off share issue expenses)

- 1,18,271.82

Repayment of debentures (37,500.00) -Repayment of short term unsecured borrowings (22.00) (4,162.00)Repayment from long term secured borrowings - (9,149.64)Proceeds from short term secured borrowings 1,87,584.55 1,00,189.55Repayment of short term secured borrowings (1,55,138.38) (97,906.19)Interest paid (gross) (17,105.89) (15,160.60)Dividend paid (including dividend distribution tax) (8,766.84) (8,188.17)Net cash inflow/(outflow) from financing activities (C) (30,948.56) 83,894.77

Net increase/(decrease) in cash and cash equivalents (A+B+C) (23,304.38) 33,873.78Add: cash and cash equivalents at the beginning of the year 43,149.85 9,276.07Cash and cash equivalents at the end of the year 19,845.47 43,149.85


CONSOLIDATED CASH FLOW STATEMENT (CONTD.)

(` in Lakh)

FOR THE YEAR ENDED MARCH 31, 2020 MARCH 31, 2019COMPONENTS OF CASH AND CASH EQUIVALENTS AS ATCash on hand 37.27 46.12Balance with banks 5,569.54 2,782.18Cheques on hand 9.16 244.62Fixed deposits with banks, having original maturity of 3 months or less - 6,374.09Add: Short term liquid investment 14,229.50 33,702.84Cash and cash equivalents at the end of the year 19,845.47 43,149.85

RECONCILIATION STATEMENT OF CASH AND BANK BALANCE AS AT(` in Lakh)

AS AT MARCH 31, 2020 MARCH 31, 2019Cash and cash equivalents at the end of the year as per above 19,845.47 43,149.85Add: Balance with banks in dividend/unclaimed dividend accounts 4.14 3.47Add: Fixed deposits with banks, having remaining maturity for less than 12 months 2,881.10 30,879.56Add: Fixed deposits with banks (lien marked) 5,935.94 2,708.65Less: Short term liquid investment (14,229.50) (33,702.84)Fixed deposits with banks, having remaining maturity of more than 12 months (3,603.56) (507.87)Cash and bank balance as per Balance Sheet (refer note 14 and 15) 10,833.59 42,530.82

DISCLOSURE AS REQUIRED BY IND AS 7 Reconciliation of liabilities arising from financing activities

(` in Lakh)

March 31, 2020 Opening balance

Cash flows Non cash changes

Closing balance

Short term secured borrowings* 1,53,837.86 (8,204.37) 1,526.94 1,47,160.43Short term unsecured borrowings 4,746.00 (22.00) - 4,724.00Total liabilities from financing activities 1,58,583.86 (8,226.37) 1,526.94 1,51,884.43

*During the current year, the long term secured borrowings are classified as short term secured borrowings.(` in Lakh)



Closing balance

Short term secured borrowings 92,634.05 (803.73) 3,156.09 94,986.41Long term secured borrowings 67,864.18 (9,149.64) 136.91 58,851.45Short term unsecured borrowings 8,908.00 (4,162.00) - 4,746.00Total liabilities from financing activities 1,69,406.23 (14,115.37) 3,293.00 1,58,583.86








INDEPENDENT AUDITOR’S REPORT ON STANDALONE IND AS FINANCIAL STATEMENT


Report on the Audit of the Standalone Ind AS Financial Statements

Opinion

We have audited the accompanying standalone Ind AS financial statements of Oberoi Realty Limited (“the Company”), which comprise the Balance Sheet as at March 31, 2020, the Statement of Profit and Loss, including the Statement of Other Comprehensive Income, the Cash Flow Statement and the Statement of Changes in Equity for the year then ended, and notes to the standalone Ind AS financial statements, including a summary of significant accounting policies and other explanatory information.

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone Ind AS financial statements give the information required by the Companies Act, 2013, as amended (“the Act”) in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2020, its profit including other comprehensive income, its cash flows and the changes in equity for the year ended on that date.

Basis for Opinion

We conducted our audit of the standalone Ind AS financial statements in accordance with the Standards on Auditing (SAs), as specified under section 143(10) of the Act. Our responsibilities under those Standards are further described in the ‘Auditor’s Responsibilities for the Audit of the Standalone Ind AS Financial Statements’ section of our report. We are independent of the Company in accordance with the ‘Code of Ethics’ issued by the Institute of Chartered Accountants of India together with the ethical requirements that are relevant to our audit of the financial statements under the provisions of the Act and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the standalone Ind AS financial statements.

Emphasis of Matter

We draw attention to Note 47 of the Financial Statements, which describes the Management’s assessment of uncertainties related to the COVID-19 pandemic, and its consequential financial impacts on the operations of the Company, its cash flows and recoverable amounts of its assets. Our opinion is not modified in respect of this matter.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the standalone Ind AS financial statements for the financial year ended March 31, 2020. These matters were addressed in the context of our audit of the standalone Ind AS financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. For each matter below, our description of how our audit addressed the matter is provided in that context.

We have determined the matters described below to be the key audit matters to be communicated in our report. We have fulfilled the responsibilities described in the Auditor’s responsibilities for the audit of the standalone Ind AS financial statements section of our report, including in relation to these matters. Accordingly, our audit included the performance of procedures designed to respond to our assessment of the risks of material misstatement of the standalone Ind AS financial statements. The results of our audit procedures, including the procedures performed to address the matters below, provide the basis for our audit opinion on the accompanying standalone Ind AS financial statements.


Key audit matters How our audit addressed the key audit matterInd AS 115 - Revenue from Contract with Customers (as described in note 1.2.8 and 42 of the financial statements)Revenue from real-estate contracts is recognised over a period of time in accordance with the requirements of Ind AS 115 us-ing the percentage of completion method. This determination is based on the proportion that contract costs actually incurred, bear to the estimated total contract costs, and requires signifi-cant judgments, including identification of contractual obliga-tions, the Company’s rights to receive payments for performance completed till date, changes in scope and consequential revised contract price.

Revenue recognition is significant to the financial statements based on the quantitative materiality. The application of percent-age of completion method involves significant judgment as ex-plained above. Accordingly, we regard these as key audit matter.

As part of our audit procedures:

We read the accounting policy for revenue recognition of the Company and assessed compliance with the requirements of Ind AS 115.

We assessed the management evaluation of recognising revenue from real estate contracts over a period of time in accordance with the requirements under Ind AS 115.

We tested controls over revenue recognition with specific focus on determination of progress of completion, recording of costs incurred and estimation of costs to complete the remaining contract obligations.

We inspected a sample of underlying customer contracts, performed retrospective assessment of costs incurred with estimated costs to identify significant variations and assess whether those variations have been considered in estimating the remaining costs-to-complete and consequential determination of stage of completion.

We tested controls and management processes pertaining to transfer of control in case of real estate projects.

We performed test of details, on a sample basis, and inspected the underlying customer contracts/agreements evidencing the transfer of control of the asset to the customer based on which revenue is recognised over a period of time.

We assessed the adequacy of disclosures included in financial statements, as specified in Ind AS 115.

Assessing the carrying value of Inventory (as described in note 1.2.14 and 10 of the financial statements) and advances paid towards land procurement (as described in note 9 and 48 of the financial statements)

As at March 31, 2020, the carrying value of the inventory of ongoing and completed real-estate projects is ` 2,16,745.40 lakh. The inventories are held at the lower of the cost and net realisable value (“NRV”).

The determination of NRV involves estimates based on prevailing market conditions and taking into account the stage of completion of the inventory, the estimated future selling price, cost to complete projects and selling costs.

Advances paid by the Company for acquisition of land or Transferable Development Rights (‘TDR’), is recognised as advances to vendors.

With respect to these advances, the net recoverable value is based on the management’s estimates and internal documentation, which include, among other things, the likelihood when the land acquisition would be completed, the expected date of plan approvals for commencement of project and the estimation of sale prices and construction costs.

We identified the assessment of the carrying value of inventory and land advances as a key audit matter due to the significance of the balance to the financial statements as a whole and the involvement of estimates and judgement in the assessment.

As part of our audit procedures, we:

Evaluated the design and operation of internal controls related to testing recoverable amounts with carrying amount of inventory and advances, including evaluating management processes for estimating future costs to complete projects.

As regards NRV, for a sample of selected projects, compared costs incurred and estimates of future cost to complete the project with costs of similar projects and compared NRV to recent sales or to the estimated selling price.

For advances for acquisition of land or TDR, as part of our audit procedures we;

Read the documentation relating to the advances paid and obtained from management the status of the advances.

Obtained and assessed management’s assumptions relating to proposed projects, estimated time-frame, and forecast sales.

Circularized requests for balance confirmations and examined responses.


Other Information

The Company’s Board of Directors is responsible for the other information. The other information comprises the information included in the Management Discussion and Analysis, Board’s Report including Annexures to Board’s Report, Business Responsibility Report and Shareholder’s Information but does not include the standalone Ind AS financial statements and our auditor’s report thereon.

Our opinion on the standalone Ind AS financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the standalone Ind AS financial statements, our responsibility is to read the other information and, in doing so, consider whether such other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Responsibilities of Management for the Standalone Ind AS Financial Statements

The Company’s Board of Directors is responsible for the matters stated in section 134(5) of the Act with respect to the preparation of these standalone Ind AS financial statements that give a true and fair view of the financial position, financial performance including other comprehensive income, cash flows and changes in equity of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) specified under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and the design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the standalone Ind AS financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the standalone Ind AS financial statements, management is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

Those Board of Directors are also responsible for overseeing the Company’s financial reporting process.

Auditor’s Responsibilities for the Audit of the Standalone Ind AS Financial Statements

Our objectives are to obtain reasonable assurance about whether the standalone Ind AS financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these standalone Ind AS financial statements.

As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

Identify and assess the risks of material misstatement of the standalone Ind AS financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3)(i) of the Act, we are also responsible for expressing our opinion on whether the Company has adequate internal financial controls with reference to financial statements in place and the operating effectiveness of such controls.

Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Company to cease to continue as a going concern.

Evaluate the overall presentation, structure and content of the standalone Ind AS financial statements, including the disclosures, and whether the standalone Ind AS financial statements represent the underlying transactions and events in a manner that achieves fair presentation.


We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the standalone Ind AS financial statements for the financial year ended March 31, 2020 and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.


1. As required by the Companies (Auditor’s Report) Order, 2016 (“the Order”), issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, we give in the “Annexure 1” a statement on the matters specified in paragraphs 3 and 4 of the Order.

2. As required by Section 143(3) of the Act, we report that:

(a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit;

(b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books;

(c) The Balance Sheet, the Statement of Profit and Loss including the Statement of Other Comprehensive Income, the Cash Flow Statement and Statement of Changes in Equity dealt with by this Report are in agreement with the books of account;

(d) In our opinion, the aforesaid standalone Ind AS financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Companies (Indian Accounting Standards) Rules, 2015, as amended;

(e) On the basis of the written representations received from the Directors as on March 31, 2020 taken on record by the Board of Directors, none of the Directors is disqualified as on March 31, 2020 from being appointed as a Director in terms of Section 164 (2) of the Act;

(f) With respect to the adequacy of the internal financial controls over financial reporting of the Company with reference to these standalone Ind AS financial statements and the operating effectiveness of such controls, refer to our separate Report in “Annexure 2” to this report;

(g) In our opinion, the managerial remuneration for the year ended March 31, 2020 has been paid/provided by the Company to its Directors in accordance with the provisions of section 197 read with Schedule V to the Act;

(h) With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, as amended in our opinion and to the best of our information and according to the explanations given to us:

i. The Company has disclosed the impact of pending litigations on its financial position in its standalone Ind AS financial statements – refer note 39 to the standalone Ind AS financial statements;

ii. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses;

iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company.


per Vinayak PujarePartnerMembership Number: 101143UDIN: 20101143AAAACM8295Place: MumbaiDate: July 14, 2020



(i) (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets.

(b) Fixed assets have been physically verified by the management during the year and no material discrepancies were identified on such verification.

(c) According to the information and explanations given by the management, the title deeds of immovable properties included in property, plant and equipment/investment properties are held in the name of the Company.

(ii) The management has conducted physical verification of inventory at reasonable intervals during the year and no material discrepancies were noticed on such physical verification.

(iii) (a) The Company has granted unsecured interest free loans to nine companies and interest bearing loan to one firm covered in the register maintained under section 189 of the Companies Act, 2013. In our opinion and according to the information and explanations given to us, the terms and conditions of the grant of such loans are not prejudicial to the Company’s interest.

(b) The Company has granted loans to the parties covered in the register maintained under section 189 of the Companies Act, 2013. The loans granted are re-payable on demand. We are informed that the Company has not demanded repayment of any such loan during the year, and thus, there has been no default on the part of the parties to whom the money has been lent. There is no stipulation as to the date of payment of interest.

(c) There is no amount of loans granted to companies, firm or other parties listed in the register maintained under section 189 of the Companies Act, 2013 which are outstanding for more than ninety days.

(iv) In our opinion and according to the information and explanations given to us, provisions of section 185 and 186 of the Companies Act 2013 in respect of loans to Directors including entities in which they are interested and in respect of loans and advances given, investments made and, guarantees, and securities given have been complied with by the Company.

(v) The Company has not accepted any deposits within the meaning of Sections 73 to 76 of the Act and the Companies (Acceptance of Deposits) Rules, 2014 (as amended). Accordingly, the provisions of clause 3(v) of the Order are not applicable.

(vi) We have broadly reviewed the books of account maintained by the Company pursuant to the rules made by the Central Government for the maintenance of cost records under section 148(1) of the Companies Act, 2013, related to the manufacture or service of construction activities, and are of the opinion that prima facie, the specified accounts and records have been made and maintained. We have not, however, made a detailed examination of the same.

(vii) (a) The Company is generally regular in depositing with appropriate authorities undisputed statutory dues including provident fund, employees’ state insurance, income-tax, duty of custom, cess, goods and services tax (GST) and other statutory dues applicable to it. According to the information and explanations given to us, no undisputed amounts payable in respect of provident fund, employees’ state insurance, income-tax, duty of custom, cess, goods and services tax (GST) and other material statutory dues were outstanding, at the year end, for a period of more than 6 months from the date they became payable.

ANNEXURE 1 REFERRED TO IN PARAGRAPH 1 UNDER THE HEADING “REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS” OF OUR REPORT OF EVEN DATE


(b) According to the records of the Company, the dues outstanding of income-tax, service tax, customs duty, value added tax and property tax on account of any dispute, are as follows:

Name of the Statute Nature of dues Amount(` in Lakh)

Financial Year to which the

amount relates

Forum where dispute is pending

Finance Act, 1994(Service Tax Provisions)

Service Tax Demand, Interest and Penalty

171.82 2008-09 Hon’ble High Court

Finance Act, 1994 (Service Tax Provisions)


33.07 2010-11 to 2013-14

Additional Commissioner, Service Tax Audit III, Mumbai



98.38 2014-15 Joint Commissioner, Service Tax VI, Mumbai



20.71 2015-16 to 2017-18

Assistant Commissioner, Central Goods and Service Tax, Excise, Di-VII, Mumbai

Maharashtra Goods and Services Tax Act, 2017

VAT, Interest and Penalty

504.44 2017-18 Deputy Commissioner of Sales Tax, Mumbai

Customs Act, 1962 SFIS license claims 296.95 2011-12 to 2014-15

Directorate General of Foreign Trade (DGFT) – Mumbai

Mumbai Municipal Corporation Act, 1888

Property Tax Demand 1,363.03 2013-14, 2014-15,

2017-18 and 2019-20

Hon’ble High Court

Income Tax Act, 1961 Income Tax and Interest

144.48 2015-16 Commissioner of Income Tax (Appeals)



(viii) In our opinion and according to the information and explanations given by the management, the Company has not defaulted in repayment of dues to a financial institution and bank. The Company did not have any outstanding loans or borrowing in respect of Government or dues to debenture holders during the year.

(ix) In our opinion and according to the information and explanations given by the management, the Company has utilized the monies raised in the nature of term loans for the purposes for which they were raised.

(x) Based upon the audit procedures performed for the purpose of reporting the true and fair view of the financial statements and according to the information and explanations given by the management, we report that no fraud by the Company or no fraud on the Company by the officers and employees of the Company has been noticed or reported during the year.

(xi) According to the information and explanations given by the management, the managerial remuneration has been paid/ provided in accordance with the requisite approvals mandated by the provisions of section 197 read with Schedule V to the Companies Act, 2013.

(xii) In our opinion, the Company is not a nidhi Company. Therefore, the provisions of clause 3(xii) of the order are not applicable to the Company and hence not commented upon.

(xiii) According to the information and explanations given by the management, transactions with the related parties are in compliance with section 177 and 188 of Companies Act, 2013 where applicable and the details have been disclosed in the notes to the financial statements, as required by the applicable accounting standards.


(xiv) According to the information and explanations given to us and on an overall examination of the Balance Sheet, the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year under review and hence, reporting requirements under clause 3(xiv) are not applicable to the Company and not commented upon. According to the information and explanations given by the management, we report that the amounts raised in the previous year have been used for the purposes for which the funds were raised in the current year.

(xv) According to the information and explanations given by the management, the Company has not entered into any non-cash transactions with Directors or persons connected with him as referred to in section 192 of Companies Act, 2013.

(xvi) According to the information and explanations given to us, the provisions of section 45-IA of the Reserve Bank of India Act, 1934 are not applicable to the Company.






We have audited the internal financial controls over financial reporting of Oberoi Realty Limited (“the Company”) as of March 31, 2020 in conjunction with our audit of the standalone Ind AS financial statements of the Company for the year ended on that date.


The Company’s Management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India. These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to the Company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.


Our responsibility is to express an opinion on the Company’s internal financial controls over financial reporting with reference to these standalone Ind AS financial statements based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the “Guidance Note”) and the Standards on Auditing as specified under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls and, both issued by the Institute of Chartered Accountants of India. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting with reference to these standalone Ind AS financial statements was established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting with reference to these standalone Ind AS financial statements and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting with reference to these standalone Ind AS financial statements, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor’s judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the internal financial controls system over financial reporting with reference to these standalone Ind AS financial statements.

Meaning of Internal Financial Controls Over Financial Reporting with reference to these standalone Ind AS financial statements

A Company’s internal financial control over financial reporting with reference to these standalone Ind AS financial statements is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A Company’s internal financial control over financial reporting with reference to these standalone Ind AS financial statements includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and Directors of the Company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the Company’s assets that could have a material effect on the financial statements.

ANNEXURE 2 REFERRED TO IN PARAGRAPH 2(f) UNDER THE HEADING “REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS” OF OUR REPORT OF EVEN DATE


Inherent Limitations of Internal Financial Controls Over Financial Reporting with reference to these standalone Ind AS financial statements

Because of the inherent limitations of internal financial controls over financial reporting with reference to these standalone Ind AS financial statements, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting with reference to these standalone Ind AS financial statements may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial reporting with reference to these standalone Ind AS financial statements and such internal financial controls over financial reporting with reference to these standalone Ind AS financial statements were operating effectively as at March 31, 2020, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.




STANDALONE BALANCE SHEET

(` in Lakh)AS AT Note March 31, 2020 March 31, 2019ASSETSI) Non-current assetsa) Property, plant and equipments 2 19,617.90 18,454.14b) Capital work in progress 3 6,350.73 2,408.59c) Investment properties 4 55,119.91 56,632.51d) Intangible assets 5 185.13 164.64e) Intangible assets under development 6 52.46 93.36f) Financial assets

i) Investments 7 71,328.58 73,789.13ii) Other financial assets 8 653.13 191.93

g) Other non-current assets 9 54,066.92 14,720.25 2,07,374.76 1,66,454.55

II) Current assetsa) Inventories 10 2,16,890.92 1,10,024.51b) Financial assets

i) Investments 11 2,688.51 -ii) Trade receivables 12 1,772.06 2,369.45iii) Cash and cash equivalents 13 1,420.29 3,308.63iv) Bank balances other than (iii) above 14 2,983.49 24,437.77v) Loans 15 3,15,592.44 2,99,905.63vi) Other financial assets 8 281.14 267.48

c) Current tax assets (net) 16 266.30 259.13d) Other current assets 9 10,292.24 99,829.43

5,52,187.39 5,40,402.03TOTAL ASSETS (I+II) 7,59,562.15 7,06,856.58

EQUITY AND LIABILITIESI) Equitya) Equity share capital 17 36,360.23 36,360.23b) Other equity 18 5,91,289.78 5,67,212.74

6,27,650.01 6,03,572.97II) Liabilitiesi) Non-current liabilitiesa) Financial liabilities

i) Borrowings 19 - 58,851.45ii) Trade payables 20

a) Total outstanding dues of micro enterprises and small enterprises 9.52 303.28b) Total outstanding dues of creditors other than micro enterprises and small enterprises 422.71 1,278.78

iii) Other financial liabilities 21i) Capital Creditors

a) Total outstanding dues of micro enterprises and small enterprises 4.30 -b) Total outstanding dues of creditors other than micro enterprises and

small enterprises 45.76 -

ii) Others 6,794.03 6,659.85b) Provisions 22 160.21 146.29c) Deferred tax liabilities (net) 23 2,296.54 2,147.65d) Other non-current liabilities 24 1,053.68 1,308.50

10,786.75 70,695.80ii) Current liabilitiesa) Financial liabilities

i) Borrowings 19 96,263.91 8,240.36ii) Trade payables 20


iii) Other financial liabilities 21i) Capital Creditors

a) Total outstanding dues of micro enterprises and small enterprises 52.95 1.85b) Total outstanding dues of creditors other than micro enterprises and

small enterprises 106.04 142.14

ii) Others 11,465.18 13,802.02b) Other current liabilities 24 7,686.30 5,285.70c) Provisions 22 171.54 77.40d) Current tax liabilities (net) 25 2,619.30 193.44

1,21,125.39 32,587.81TOTAL LIABILITIES (i+ii) 1,31,912.14 1,03,283.61TOTAL EQUITY AND LIABILITIES (I+II) 7,59,562.15 7,06,856.58

Significant accounting policies 1The accompanying notes form an integral part of the financial statements






STANDALONE STATEMENT OF PROFIT AND LOSS

(` in Lakh)

FOR THE YEAR ENDED Note March 31, 2020 March 31, 2019INCOMERevenue from operations 26 61,966.20 1,02,865.55Other income 27 12,419.52 12,972.43Total revenue (A) 74,385.72 1,15,837.98

EXPENSESOperating costs 28 1,25,318.40 31,134.58Changes in inventories 29 (1,08,085.71) 2,411.95Employee benefits expense 30 5,505.30 6,216.13Finance cost 31 1,187.48 1,453.76Depreciation and amortisation 32 3,083.52 3,152.08Other expenses 33 5,485.50 6,980.89Total expenses (B) 32,494.49 51,349.39Profit before tax (A-B) 41,891.23 64,488.59Tax expenseCurrent tax 16 10,374.97 18,739.92Deferred tax 23 35.85 379.04

Short/(Excess) provision of tax in earlier years (3.93) (0.56)

Profit after tax (C) 31,484.34 45,370.19

Other comprehensive incomeItems that will not be reclassified to profit or loss in subsequent years

Re - measurement gains/(losses) on defined benefit plans (22.14) 76.28

Income tax effect on above 7.74 (26.65)

Total other comprehensive income/(expenses) for the year net of tax

(D) (14.40) 49.63

Total comprehensive income for the year (Comprising profit/(loss) and other comprehensive income for the year)

(C+D) 31,469.94 45,419.82

Earnings per equity share (face value of ` 10) 34

- Basic (in `) 8.66 12.66

- Diluted (in `) 8.66 12.66


As per our report of even date

For S R B C & CO LLP For and on behalf of the Board of Directors


Firm Registration Number 324982E/E300003

per Vinayak Pujare Vikas Oberoi T. P. Ostwal

Partner Chairman & Managing Director Director

Membership No.: 101143 DIN 00011701 DIN 00821268

Saumil Daru Bhaskar Kshirsagar

Director - Finance cum Chief Financial Officer Company Secretary

DIN 03533268 M No. A19238



STANDALONE CASH FLOW STATEMENT

(` in Lakh)FOR THE YEAR ENDED March 31, 2020 March 31, 2019CASH FLOW FROM OPERATING ACTIVITIES:Profit before tax as per Statement of Profit and Loss 41,891.23 64,488.59

Adjustments forDepreciation and amortisation 3,083.52 3,152.08Interest income (including fair value change in financial instruments) (4,914.60) (5,540.05)Interest expenses (including fair value change in financial instruments) 1,187.48 1,453.76Dividend income (7,366.68) (6,892.14)Profit on sale of investments (net) (30.35) (528.93)Loss/(gain) from foreign exchange fluctuation (net) 22.77 (2.22)Loss on sale/discarding of investment properties (net) - 0.04(Gain)/loss on sale/discarding of property, plant and equipment (net) 36.74 24.25Sundry balances written off/(back) (91.70) (9.91)Operating cash profit before working capital changes 33,818.41 56,145.47

Movement for working capitalIncrease/(decrease) in trade payables (3,165.62) 240.22Increase/(decrease) in other liabilities 2,145.79 (13,778.27)Increase/(decrease) in financial liabilities (2,163.56) 3,151.63Increase/(decrease) in provisions 85.92 125.51(Increase)/decrease in loans and advances 51,026.05 (1,084.45)(Increase)/decrease in financial assets (13.66) (44.01)(Increase)/decrease in trade receivables 597.39 5,585.51(Increase)/decrease in inventories (99,201.99) 7,458.54Cash generated/(used) from operations (16,871.27) 57,800.15Direct taxes (paid)/refund (net) (7,952.35) (18,526.22)Net cash inflow/(outflow) from operating activities (A) (24,823.62) 39,273.93

CASH FLOW FROM INVESTING ACTIVITIES:(Acquisition)/(adjustments) of property, plant and equipments, investment properties, intangible assets/addition to capital work in progress (net)

(7,504.12) (2,324.54)

Proceeds from sale of property, plant and equipment, investment properties, intangible assets

40.23 48.60

Interest received 762.44 2,083.57Dividend received 7,366.68 6,892.14Decrease/(increase) in loans and advances to/for subsidiaries/joint ventures (net)

(12,133.89) (1,11,215.97)

(Acquisition)/sale of investments (net) 2,491.06 4,212.45(Increase)/decrease in other assets 20,993.74 (22,520.70)Net cash inflow/(outflow) from investing activities (B) 12,016.14 (1,22,824.45)

CASH FLOW FROM FINANCING ACTIVITIES:Increase in equity share capital (including securities premium and netting off share issue expenses)

- 1,18,271.82

Proceeds from short term secured borrowings 91,826.00 17,890.01Repayment of short term secured borrowings (76,844.88) (18,212.00)Repayment from long term secured borrowings - (9,149.64)Proceeds from short term unsecured borrowings 30,906.80 -Repayment of short term unsecured borrowings (16,632.00) (11,130.00)Interest paid (gross) (8,376.15) (6,864.38)Dividend paid (including dividend distribution tax) (7,272.12) (6,792.05)Net cash inflow/(outflow) from financing activities (C) 13,607.65 84,013.76

Net increase/(decrease) in cash and cash equivalents (A+B+C) 800.17 463.24Add: cash and cash equivalents at the beginning of the year 3,308.63 2,845.39Cash and cash equivalents at the end of the year 4,108.80 3,308.63


STANDALONE CASH FLOW STATEMENT (CONTD.)

(` in Lakh)

FOR THE YEAR ENDED March 31, 2020 March 31, 2019COMPONENTS OF CASH AND CASH EQUIVALENTS AS ATCash on hand 27.07 32.39Balance with banks 1,393.22 880.34Cheques on hand - 160.00Fixed deposits with banks, having original maturity of 3 months or less - 2,235.90Add: Short term liquid investments 2,688.51 -Cash and cash equivalents at the end of the year 4,108.80 3,308.63

(` in Lakh)

AS AT March 31, 2020 March 31, 2019RECONCILIATION STATEMENT OF CASH AND BANK BALANCESCash and cash equivalents at the end of the year as per above 4,108.80 3,308.63Add: Balance with bank in dividend/unclaimed dividend accounts 4.14 3.47Add: Fixed deposits with banks, having remaining maturity for less than 12 months 2,650.94 24,154.76Add: Fixed deposits with banks (lien marked) 981.54 471.47Less: Short term liquid investments (2,688.51) -Less: Fixed deposit with banks, having remaining maturity for more than 12 months (653.13) (191.93)Cash and bank balance as per Balance Sheet (refer note 13 and 14) 4,403.78 27,746.40

Disclosure as required by Ind AS 7

Reconciliation of liabilities arising from financing activities

(` in Lakh)



Closing balance

Short term secured borrowings* 58,852.41 14,981.12 (83.82) 73,749.71

Short term unsecured borrowings 8,239.40 14,274.80 - 22,514.20

Total liabilities from financing activities 67,091.81 29,255.92 (83.82) 96,263.91

*During the current year, the long term secured borrowings are classified as short term secured borrowings.

(` in Lakh)



Closing balance

Short term secured borrowings 253.48 (321.99) 69.47 0.96

Long term secured borrowings 67,864.18 (9,149.64) 136.91 58,851.45

Short term unsecured borrowings 19,369.40 (11,130.00) - 8,239.40

Total liabilities from financing activities 87,487.06 (20,601.63) 206.38 67,091.81









Report on the Audit of the Consolidated Ind AS Financial Statements

Opinion

We have audited the accompanying consolidated Ind AS financial statements of Oberoi Realty Limited (hereinafter referred to as “the Holding Company”), its subsidiaries (the Holding Company and its subsidiaries together referred to as “the Group”) and its joint ventures comprising of the consolidated Balance sheet as at March 31, 2019, the consolidated Statement of Profit and Loss, including other comprehensive income, the consolidated Cash Flow Statement and the consolidated Statement of Changes in Equity for the year then ended, and notes to the consolidated Ind AS financial statements, including a summary of significant accounting policies and other explanatory information (hereinafter referred to as “the consolidated Ind AS financial statements”).

In our opinion and to the best of our information and according to the explanations given to us and based on the consideration of reports of other auditors on separate financial statements and on the other financial information of the subsidiaries and joint ventures, the aforesaid consolidated Ind AS financial statements give the information required by the Companies Act, 2013, as amended (“the Act”) in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the consolidated state of affairs of the Group, its joint ventures as at March 31, 2019, their consolidated profit including other comprehensive income, their consolidated cash flows and the consolidated statement of changes in equity for the year ended on that date.

Basis for Opinion

We conducted our audit of the consolidated Ind AS financial statements in accordance with the Standards on Auditing (SAs), as specified under section 143(10) of the Act. Our responsibilities under those Standards are further described in the ‘Auditor’s Responsibilities for the Audit of the Consolidated Ind AS Financial Statements’ section of our report. We are independent of the Group in accordance with the ‘Code of Ethics’ issued by the Institute of Chartered Accountants of India together with the ethical requirements that are relevant to our audit of the financial statements under the provisions of the Act and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the consolidated Ind AS financial statements.

Key Audit Matters

Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the consolidated Ind AS financial statements for the financial year ended March 31, 2019. These matters were addressed in the context of our audit of the consolidated Ind AS financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. For each matter below, our description of how our audit addressed the matter is provided in that context.

We have determined the matters described below to be the key audit matters to be communicated in our report. We have fulfilled the responsibilities described in the Auditor’s responsibilities for the audit of the consolidated Ind AS financial statements section of our report, including in relation to these matters. Accordingly, our audit included the performance of procedures designed to respond to our assessment of the risks of material misstatement of the consolidated Ind AS financial statements. The results of audit procedures performed by us and by other auditors of components not audited by us, as reported by them in their audit reports furnished to us by the management, including those procedures performed to address the matters below, provide the basis for our audit opinion on the accompanying consolidated Ind AS financial statements.


Adoption of Ind AS 115 - Revenue from Contract with Customers (as described in note 1.2.9, 1.4 and 43 of

The Group has adopted Ind AS 115 – ‘Revenue from Contracts with Customers’, mandatory for reporting periods beginning on or after April 1, 2018. Revenue from real-estate contracts is recognised over a period of time in accordance with the requirements of the said Standard using the percentage of completion method. This determination is based on the proportion that contract


We read the accounting policy for revenue recognition of the Group and assessed compliance with the requirements of Ind AS 115.





costs actually incurred, bear to the estimated total contract costs, and requires significant judgments, including identification of contractual obligations, the Group’s rights to receive payments for performance completed till date, changes in scope and consequential revised contract price.

Revenue recognition is significant to the financial statements based on the quantitative materiality. The adoption of Ind AS 115, including the impact to retained earnings as at the transition date as per the modified retrospective method requires significant judgment in determining when ‘control’ of the asset underlying the performance obligation is transferred to the customer. Further, the application of percentage of completion method involves significant judgment as explained above. Accordingly, we regard these as key audit matter.




We performed test of details, on a sample basis, and inspected the underlying customer contracts/ agreements evidencing the transfer of control of the asset to the customer based on which revenue is recognised over a period of time.


We examined the computation of the adjustment to retained earnings balance as at April 1, 2018 upon adoption of Ind AS 115 as per the modified retrospective method.

As at March 31, 2019, the carrying value of the inventory of ongoing and completed real-estate projects is ` 4,16,375.45 lakhs. The inventories are held at the lower of the cost and net realisable value (“NRV”).


Advances paid by the Group for acquisition of land or Transferable Development Rights (‘TDR’), is recognised as advances to vendors under other assets.




related to testing recoverable amounts with carrying amount of inventory and advances, including evaluating management processes for estimating future costs to complete projects.

costs incurred and estimates of future cost to complete the project with costs of similar projects and compared NRV to recent sales or to the estimated selling price.

procedures we;

obtained from management the status of the advances.

relating to proposed projects, estimated time-frame, and forecast sales.

examined responses.


Other Information

The Holding Company’s Board of Directors is responsible for the other information. The other information comprises the information included in Management Discussion and Analysis, Board’s Report including Annexures to Board’s Report, Business Responsibilty Report and Shareholder’s Information but does not include the consolidated Ind AS financial statements and our auditor’s report thereon.

Our opinion on the consolidated Ind AS financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the consolidated Ind AS financial statements, our responsibility is to read the other information and, in doing so, consider whether such other information is materially inconsistent with the consolidated financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Responsibilities of Management for the Consolidated Ind AS Financial Statements

The Holding Company’s Board of Directors is responsible for the preparation and presentation of these consolidated Ind AS financial statements in terms of the requirements of the Act that give a true and fair view of the consolidated financial position, consolidated financial performance including other comprehensive income, consolidated cash flows and consolidated statement of changes in equity of the Group including its joint ventures in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) specified under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended. The respective Board of Directors of the companies included in the Group and of its joint ventures are responsible for maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Group and of its joint ventures and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgements and estimates that are reasonable and prudent; and the design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the consolidated Ind AS financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error, which have been used for the purpose of preparation of the consolidated Ind AS financial statements by the Directors of the Holding Company, as aforesaid.

In preparing the consolidated IND AS financial statements, the respective Board of Directors of the companies included in the Group and of its joint ventures are responsible for assessing the ability of the Group and of its joint ventures to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Group or to cease operations, or has no realistic alternative but to do so.

Those respective Board of Directors of the companies included in the Group and of its joint ventures are also responsible for overseeing the financial reporting process of the Group and of its joint ventures.

Auditor’s Responsibilities for the Audit of the Consolidated Ind AS Financial Statements

Our objectives are to obtain reasonable assurance about whether the consolidated Ind AS financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated Ind AS financial statements.

As part of an audit in accordance with SAs, we exercise professional judgement and maintain professional skepticism throughout the audit. We also:

or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

circumstances. Under section 143(3)(i) of the Act, we are also responsible for expressing our opinion on whether the Holding Company has adequate internal financial controls system in place and the operating effectiveness of such controls.



evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the ability of the Group and joint ventures to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the consolidated Ind AS financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Group and its joint ventures to cease to continue as a going concern.

disclosures, and whether the consolidated Ind AS financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

the Group and its joint ventures of which we are the independent auditors, to express an opinion on the consolidated Ind AS financial statements. We are responsible for the direction, supervision and performance of the audit of the financial statements of such entities included in the consolidated financial statements of which we are the independent auditors. For the other entities included in the consolidated financial statements, which have been audited by other auditors, such other auditors remain responsible for the direction, supervision and performance of the audits carried out by them. We remain solely responsible for our audit opinion.

We communicate with those charged with governance of the Holding Company and such other entities included in the consolidated Ind AS financial statements of which we are the independent auditors regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.


From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated Ind AS financial statements for the financial year ended March 31, 2019 and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Other Matter

(a) We did not audit the financial statements and other financial information, in respect of two subsidiaries, whose Ind AS financial statements include total assets of `75.32 lakhs as at March 31, 2019, and total revenues of `0.39 lakhs and net cash inflows of `1.19 lakhs for the year ended on that date. These Ind AS financial statement and other financial information have been audited by other auditors, which financial statements, other financial information and auditor’s reports have been furnished to us by the management. The consolidated Ind AS financial statements also include the Group’s share of net profit of `85.15 lakhs for the year ended March 31, 2019, as considered in the consolidated Ind AS financial statements, in respect of three joint ventures, whose financial statements, other financial information have been audited by other auditors and whose reports have been furnished to us by the Management. Our opinion on the consolidated Ind AS financial statements, in so far as it relates to the amounts and disclosures included in respect of these subsidiaries and joint ventures, and our report in terms of sub-sections (3) of Section 143 of the Act, in so far as it relates to the aforesaid subsidiaries, joint ventures, is based solely on the reports of such other auditors.

(b) The consolidated Ind AS financial statements also include the Group’s share of net loss of `1.78 lakhs for the year ended March 31, 2019, as considered in the consolidated Ind AS financial statements, in respect of three joint ventures, whose financial statements, other financial information have not been audited and whose unaudited financial statements, other unaudited financial information have been furnished to us by the Management. Our opinion, in so far as it relates amounts and disclosures included in respect of these joint ventures, and our report in terms of sub-sections (3) of Section 143 of the Act in so far as it relates to the aforesaid joint ventures, is based solely on such unaudited financial statement and other unaudited financial information. In our opinion and according to the information and explanations given to us by the Management, these financial statements and other financial information are not material to the Group.

Our opinion above on the consolidated Ind AS financial statements, and our report on Other Legal and Regulatory Requirements below, is not modified in respect of the above matters with respect to our reliance on the work done and the reports of the other auditors and the financial statements and other financial information certified by the Management.



As required by Section 143(3) of the Act, based on our audit and on the consideration of report of the other auditors on separate financial statements and the other financial information of subsidiaries and joint ventures, as noted in the ‘other matter’ paragraph we report, to the extent applicable, that:

(a) We/the other auditors whose report we have relied upon have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit of the aforesaid consolidated Ind AS financial statements;

(b) In our opinion, proper books of account as required by law relating to preparation of the aforesaid consolidation of the financial statements have been kept so far as it appears from our examination of those books and reports of the other auditors;

(c) The Consolidated Balance Sheet, the Consolidated Statement of Profit and Loss including the Statement of Other Comprehensive Income, the Consolidated Cash Flow Statement and Consolidated Statement of Changes in Equity dealt with by this Report are in agreement with the books of account maintained for the purpose of preparation of the consolidated Ind AS financial statements;

(d) In our opinion, the aforesaid consolidated Ind AS financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Companies (Indian Accounting Standards) Rules, 2015, as amended;

(e) On the basis of the written representations received from the directors of the Holding Company as on March 31, 2019 taken on record by the Board of Directors of the Holding Company and the reports of the statutory auditors who are appointed under Section 139 of the Act, of its subsidiary companies and joint ventures, none of the directors of the Group’s companies, its joint ventures incorporated in India is disqualified as on March 31, 2019 from being appointed as a director in terms of Section 164 (2) of the Act;

(f) With respect to the adequacy and the operating effectiveness of the internal financial controls over financial reporting with reference to these consolidated Ind AS financial statements of the Holding Company and its subsidiary companies and joint ventures incorporated in India, refer to our separate Report in “Annexure 1” to this report;

(g) In our opinion and based on the consideration of reports of other statutory auditors of the subsidiaries and joint ventures incorporated in India, the managerial remuneration for the year ended March 31, 2019 has been paid / provided by the Holding Company, its subsidiaries and joint ventures incorporated in India to their directors in accordance with the provisions of section 197 read with Schedule V to the Act;

(h) With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, as amended, in our opinion and to the best of our information and according to the explanations given to us and based on the consideration of the report of the other auditors on separate financial statements as also the other financial information of the subsidiaries and joint ventures, as noted in the ‘Other matter’ paragraph:

i. The consolidated Ind AS financial statements disclose the impact of pending litigations on its consolidated financial position of the Group, its joint ventures in its consolidated Ind AS financial statements – refer note 41 to the consolidated Ind AS financial statements;

ii. The Group and joint ventures did not have any material foreseeable losses in long-term contracts including derivative contracts during the year ended March 31, 2019;

iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Holding Company, its subsidiaries, and joint ventures incorporated in India during the year ended March 31, 2019.

For S R B C & CO LLP Chartered Accountants ICAI Firm Registration Number: 324982E/E300003

per Sudhir Soni Partner Membership No.: 41870 Place: Mumbai Date: May 10, 2019


In conjunction with our audit of the consolidated Ind AS financial statements of Oberoi Realty Limited as of and for the year ended March 31, 2019, we have also audited the internal financial controls over financial reporting of Oberoi Realty Limited (“the Holding Company”) and its subsidiary companies and its joint ventures, which are companies incorporated in India as of that date.




Our responsibility is to express an opinion on the Company’s internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the “Guidance Note”) and the Standards on Auditing, both, issued by Institute of Chartered Accountants of India, and deemed to be prescribed under section 143(10) of the Act, to the extent applicable to an audit of internal financial controls. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor’s judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.


Meaning of Internal Financial Controls Over Financial Reporting

A company’s internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorisations of management and directors of the Company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the Company’s assets that could have a material effect on the financial statements.

AND REGULATORY REQUIREMENTS” OF OUR REPORT OF EVEN DATE


Inherent Limitations of Internal Financial Controls Over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion, the Holding Company, its subsidiary companies and its joint ventures, which are companies incorporated in India, have, maintained in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at March 31, 2019, based on the internal control over financial reporting criteria established by the Holding Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.





(` in Lakh)

AS AT NOTE MARCH 31, 2019 MARCH 31, 2018ASSETS

a) Property, plant and equipments 2 19,522.10 20,623.87 b) Capital work in progress 3 12,512.52 11,244.63 c) Investment properties 4 86,472.37 76,773.46 d) Intangible assets 5 164.64 236.97 e) Intangible assets under development 6 93.36 18.79 f) Financial assets i) Investments 7 2,59,891.48 2,40,655.32 ii) Other financial assets 8 507.87 410.99 g) Deferred tax assets (net) 9.1 13,477.65 14,578.54 h) Other non-current assets 10 21,639.92 14,615.61

4,14,281.91 3,79,158.18

a) Inventories 11 4,16,547.45 4,24,673.38 b) Financial assets i) Investments 12 33,883.58 1,349.05 ii) Trade receivables 13 10,940.35 18,116.57 iii) Cash and cash equivalents 14 9,447.01 8,106.02 iv) Bank balances other than (iii) above 15 33,083.81 3,566.29 v) Loans 16 26,620.69 15,733.63 vi) Other financial assets 8 315.17 232.60 c) Current tax assets (net) 17 1,238.73 1,863.84 d) Other current assets 10 1,66,494.92 1,69,673.14

6,98,571.71 6,43,314.52 11,12,853.62 10,22,472.70


a) Equity share capital 18 36,360.23 33,960.23 b) Other equity 19 7,66,556.82 5,75,277.14

8,02,917.05 6,09,237.37

a) Financial liabilities i) Borrowings 20 58,851.45 67,864.18 ii) Trade payables 21 a) Total outstanding dues of micro enterprises and small enterprises 417.18 276.50 b) Total outstanding dues of creditors other than micro enterprises and

small enterprises 1,972.86 1,187.03

iii) Other financial liabilities 22 i) Capital creditors a) Total outstanding dues of micro enterprises and small enterprises 52.88 39.11 b) Total outstanding dues of creditors other than micro enterprises

and small enterprises 386.42 186.01

ii) Others 11,245.69 8,225.91 b) Provisions 23 196.77 165.97 c) Deferred tax liabilities (net) 9.2 3,082.85 3,705.16 d) Other non-current liabilities 24 3,094.12 1,445.75

79,300.22 83,095.62

a) Financial liabilities i) Borrowings 20 24,755.88 26,585.76 ii) Trade payables 21 a) Total outstanding dues of micro enterprises and small enterprises 1,232.61 718.30 b) Total outstanding dues of creditors other than micro enterprises and


iii) Other financial liabilities 22 i) Capital creditors a) Total outstanding dues of micro enterprises and small enterprises 73.38 162.36 b) Total outstanding dues of creditors other than micro enterprises

and small enterprises 2,369.74 1,240.56

ii) Others 99,284.57 96,186.52 b) Other current liabilities 24 82,119.32 1,92,460.35 c) Provisions 23 82.93 42.56 d) Current tax liabilities (net) 25 1,110.60 381.71

2,30,636.35 3,30,139.71 3,09,936.57 4,13,235.33

11,12,853.62 10,22,472.70 Significant accounting policies 1The accompanying notes form an integral part of the financial statements

As per our report of even date For and on behalf of the Board of DirectorsFor S R B C & CO LLPChartered AccountantsFirm Registration Number 324982E/E300003 Vikas Oberoi T. P. Ostwal

Chairman & Managing Director Directorper Sudhir Soni DIN 00011701 DIN 00821268PartnerMembership No.: 41870 Saumil Daru Bhaskar KshirsagarMumbai, May 10, 2019 Director - Finance cum Chief Financial Officer Company Secretary

DIN 03533268 M No. A19238



(` in Lakh)


INCOMERevenue from operations 26 2,58,249.93 1,26,542.90 Other income 27 7,874.76 2,657.80 Total revenue 2,66,124.69 1,29,200.70

EXPENSESOperating costs 28 1,65,243.25 95,813.63 Changes in inventories 29 (40,524.51) (49,035.08)Excise duty 30 - 3.16 Employee benefits expense 31 7,335.43 6,715.33 Finance cost 32 1,936.19 686.44 Depreciation and amortisation 33 4,403.81 4,906.76 Other expenses 34 10,657.69 5,519.87 Total expenses 1,49,051.86 64,610.11

exceptional items 1,17,072.83 64,590.59

Share of Profit / (Loss) of joint ventures (net) 689.60 361.97 1,17,762.43 64,952.56

Tax expenseCurrent tax 17 35,269.21 21,976.10 Deferred tax 9 782.87 (3,019.39)Short provision of tax in earlier years 17.00 115.53

81,693.35 45,880.32


subsequent yearsA. Re - measurement gains / (losses) on defined benefit plans 98.57 172.56 Income tax effect on above (33.10) (56.64) Share of other comprehensive income in Joint VenturesB. Re - measurement gains / (losses) on defined benefit plans (3.92) 4.22 Income tax effect on above 1.37 (1.47)

year net of tax 62.92 118.67

Total comprehensive income for the year (Comprising 81,756.27 45,998.99

Earnings per equity share (face value of ` 35 - Basic (in `) 22.80 13.51 - Diluted (in `) 22.80 13.51

*Entirely attributable to owner of the parent.


As per our report of even date For and on behalf of the Board of Directors

For S R B C & CO LLPChartered AccountantsFirm Registration Number 324982E/E300003 Vikas Oberoi T. P. Ostwal


DIN 03533268 M No. A19238



(` in Lakh)FOR THE YEAR ENDED MARCH 31, 2019 MARCH 31, 2018CASH FLOW FROM OPERATING ACTIVITIES:

1,17,762.43 64,952.56

Depreciation and amortisation 4,403.81 4,906.76 Interest income (including fair value change in financial instruments) (4,448.39) (1,978.37)Interest expenses (including fair value change in financial instruments) 1,936.19 686.44 Dividend income (310.82) (137.39)Profit on sale of investments (net) (3,102.46) (241.19)Gain from foreign exchange fluctuation (net) (2.22) (1.95)Loss on sale / discarding of investment properties (net) 24.45 116.50 (Gain) / loss on sale / discarding of property, plant and equipments (net)

24.25 0.90

Loss on sale / discarding of intangible assets (net) - 2.11 Share of profit of joint ventures 689.60 361.97 Sundry balances written back (17.40) (270.99)

1,16,959.44 68,397.35

Movement for working capitalIncrease / (decrease) in trade payables 8,706.17 9,470.08 Increase / (decrease) in other liabilities (1,08,692.66) 35,669.90 Increase / (decrease) in financial liabilities 5,251.73 7,806.81 Increase / (decrease) in provisions 167.19 12.21 (Increase) / decrease in loans and advances (4,943.57) (75,249.21)(Increase) / decrease in financial assets (82.57) 20.85 (Increase) / decrease in trade receivables 7,176.22 (7,537.74)(Increase) / decrease in inventories 22,444.05 (37,727.82)Cash generated from operations 46,986.00 862.43 Direct taxes (paid) / refund (net) (32,429.84) (21,083.12)

14,556.16

CASH FLOW FROM INVESTING ACTIVITIES:(Acquisition) / (adjustments) / sale of property, plant and equipments, investment properties, intangible assets / addition to capital work in progress (net)

(17,064.55) (7,725.99)

Interest received 3,018.22 627.48 Dividend received 310.82 137.39 Decrease / (increase) in loans and advances to / for joint ventures (net) (4,403.22) (1,407.87)Decrease / (increase) in investment in joint ventures (19,927.29) (72,918.14)(Acquisition) / sale of investments (net) 3,102.46 241.19 (Increase) / decrease in other assets (29,613.58) 21,858.95

CASH FLOW FROM FINANCING ACTIVITIES:Increase in equity share capital (including share premium and netting off share issue expenses)

1,18,271.82 173.71

Repayment of short term unsecured borrowings (4,162.00) - Proceeds/(Repayment) from short term secured loan (net) 2,283.36 14,561.00 Proceeds/(Repayment) from long term secured loan (9,149.64) 68,500.00 Interest paid (gross) (15,160.60) (9,960.10)Dividend paid (including dividend distribution tax) (8,188.18) (8,174.75)

83,894.76 65,099.86

33,873.78 Add: cash and cash equivalents at the beginning of the year 9,276.07 23,583.89 Cash and cash equivalents at the end of the year 43,149.85 9,276.07


(` in Lakh)

FOR THE YEAR ENDED MARCH 31, 2019 MARCH 31, 2018

COMPONENTS OF CASH AND CASH EQUIVALENTS AS ATCash on hand 46.12 44.59 Balance with banks 2,782.18 2,158.48 Cheques on hand 244.62 155.79 Fixed deposits with banks, having original maturity of three months or less 6,374.09 5,747.16 Add: Short term liquid investment 33,702.84 1,170.05 Cash and cash equivalents at the end of the year 43,149.85 9,276.07

RECONCILIATION STATEMENT OF CASH AND BANK BALANCES AS AT(` in Lakh)

AS AT MARCH 31, 2019 MARCH 31, 2018

Cash and cash equivalents at the end of the year as per above 43,149.85 9,276.07 Add: Balance with banks in dividend / unclaimed dividend accounts 3.47 2.64 Add: Fixed deposits with banks, having remaining maturity for less than twelve months

30,879.56 2,886.93

Add: Fixed deposits with banks (lien marked) 2,708.65 1,087.71 Less: Short term liquid investment (out of the same investment of `2,009.36 lakh (`4.96 lakh) is lien marked (refer note 12))

(33,702.84) (1,170.05)

Fixed deposits with banks, having remaining maturity of more than twelve months (507.87) (410.99) 42,530.82 11,672.31

DISCLOSURE AS REQUIRED BY IND AS 7

(` in Lakh)March 31, 2019 Opening

balance Non cash

changes Closing balance

Short term secured borrowings 92,634.05 (803.73) 3,156.09 94,986.41 Long term secured borrowings 67,864.18 (9,149.64) 136.91 58,851.45 Short term unsecured borrowings 8,908.00 (4,162.00) - 4,746.00

1,69,406.23 3,293.00 1,58,583.86

(` in Lakh)March 31, 2018 Opening

balance Non cash


Short term secured borrowings 77,956.28 11,509.02 3,168.75 92,634.05 Long term secured borrowings - 67,814.67 49.51 67,864.18 Short term unsecured borrowings 8,908.00 - - 8,908.00

86,864.28 79,323.69 3,218.26 1,69,406.23

Significant accounting policies (refer note 1)The accompanying notes form an integral part of the financial statements




DIN 03533268 M No. A19238



Report on the Audit of the Standalone Ind AS Financial Statements

Opinion

We have audited the accompanying standalone Ind AS financial statements of Oberoi Realty Limited (“the Company”), which comprise the Balance sheet as at March 31, 2019, the Statement of Profit and Loss, including the statement of Other Comprehensive Income, the Cash Flow Statement and the Statement of Changes in Equity for the year then ended, and notes to the financial statements, including a summary of significant accounting policies and other explanatory information.

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone Ind AS financial statements give the information required by the Companies Act, 2013, as amended (“the Act”) in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2019, its profit including other comprehensive income its cash flows and the changes in equity for the year ended on that date.

Basis for Opinion

We conducted our audit of the standalone Ind AS financial statements in accordance with the Standards on Auditing (SAs), as specified under section 143(10) of the Act. Our responsibilities under those Standards are further described in the ‘Auditor’s Responsibilities for the Audit of the Standalone Ind AS Financial Statements’ section of our report. We are independent of the Company in accordance with the ‘Code of Ethics’ issued by the Institute of Chartered Accountants of India together with the ethical requirements that are relevant to our audit of the financial statements under the provisions of the Act and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the standalone Ind AS financial statements.

Key Audit Matters

Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the standalone Ind AS financial statements for the financial year ended March 31, 2019. These matters were addressed in the context of our audit of the standalone Ind AS financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. For each matter below, our description of how our audit addressed the matter is provided in that context.

We have determined the matters described below to be the key audit matters to be communicated in our report. We have fulfilled the responsibilities described in the Auditor’s responsibilities for the audit of the standalone Ind AS financial statements section of our report, including in relation to these matters. Accordingly, our audit included the performance of procedures designed to respond to our assessment of the risks of material misstatement of the standalone Ind AS financial statements. The results of our audit procedures, including the procedures performed to address the matters below, provide the basis for our audit opinion on the accompanying standalone Ind AS financial statements.


Adoption of Ind AS 115 - Revenue from Contract with Customers (as described in note 1.2.8, 1.4 and 42 of

The Company has adopted Ind AS 115 – ‘Revenue from Contracts with Customers’, mandatory for reporting periods beginning on or after April 1, 2018. Revenue from real-estate contracts is recognised over a period of time in accordance with the requirements of the said Standard using the percentage of completion method. This determination is based on the proportion that contract costs actually incurred, bear to the estimated total contract costs, and requires significant judgements, including identification of contractual obligations, the Company’s rights to receive payments for performance completed till date, changes in scope and consequential revised contract price.


We read the accounting policy for revenue recognition of the Company and assessed compliance with the requirements of Ind AS 115.



INDEPENDENT AUDITOR’S REPORT ON STANDALONE FINANCIAL STATEMENTS



Revenue recognition is significant to the financial statements based on the quantitative materiality. The adoption of Ind AS 115, including the impact to retained earnings as at the transition date as per the modified retrospective method requires significant judgement in determining when ‘control’ of the asset underlying the performance obligation is transferred to the customer. Further, the application of percentage of completion method involves significant judgement as explained above. Accordingly, we regard these as key audit matter.



We performed test of details, on a sample basis, and inspected the underlying customer contracts/ agreements evidencing the transfer of control of the asset to the customer based on which revenue is recognised over a period of time.


We examined the computation of the adjustment to retained earnings balance as at April 1, 2018 upon adoption of Ind AS 115 as per the modified retrospective method.

Assessing the carrying value of Inventory

As at March 31, 2019, the carrying value of the inventory of ongoing and completed real-estate projects is ` 1,09,852.51 lakhs. The inventories are held at the lower of the cost and net realisable value (“NRV”).


Advances paid by the Company for acquisition of land or Transferable Development Rights (‘TDR’), is recognised as advances to vendors under other assets.




Evaluated the design and operation of internal controls related to testing recoverable amounts with carrying amount of inventory and advances, including evaluating management processes for estimating future costs to complete projects.

As regards NRV, for a sample of selected projects, compared costs incurred and estimates of future cost to complete the project with costs of similar projects and compared NRV to recent sales or to the estimated selling price.

For advances for acquisition of land or TDR, as part of our audit procedures we;

Read the documentation relating to the advances paid and obtained from management the status of the advances.

Obtained and assessed management’s assumptions relating to proposed projects, estimated time-frame, and forecast sales.

Circularized requests for balance confirmations and examined responses.

Other Information

The Company’s Board of Directors is responsible for the other information. The other information comprises the information included in the Management Discussion and Analysis, Board’s Report including Annexures to Board’s Report, Business Responsibility Report and Shareholder’s Information, but does not include the standalone Ind AS financial statements and our auditor’s report thereon.

Our opinion on the standalone Ind AS financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.


In connection with our audit of the standalone Ind AS financial statements, our responsibility is to read the other information and, in doing so, consider whether such other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Responsibilities of Management for the Standalone Ind AS Financial Statements

The Company’s Board of Directors is responsible for the matters stated in section 134(5) of the Act with respect to the preparation of these standalone Ind AS financial statements that give a true and fair view of the financial position, financial performance including other comprehensive income, cash flows and changes in equity of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) specified under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgements and estimates that are reasonable and prudent; and the design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the standalone Ind AS financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the standalone Ind AS financial statements, management is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

The Board of Directors are also responsible for overseeing the Company’s financial reporting process.

Auditor’s Responsibilities for the Audit of the Standalone Ind AS Financial Statements

Our objectives are to obtain reasonable assurance about whether the standalone Ind AS financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these standalone Ind AS financial statements.

As part of an audit in accordance with SAs, we exercise professional judgement and maintain professional skepticism throughout the audit. We also:

or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

circumstances. Under section 143(3)(i) of the Act, we are also responsible for expressing our opinion on whether the Company has adequate internal financial controls system in place and the operating effectiveness of such controls.


evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Company to cease to continue as a going concern.

and whether the standalone Ind AS financial statements represent the underlying transactions and events in a manner that achieves fair presentation.


We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.


From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the standalone Ind AS financial statements for the financial year ended March 31, 2019 and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.


1. As required by the Companies (Auditor’s Report) Order, 2016 (“the Order”), issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, we give in the “Annexure 1” a statement on the matters specified in paragraphs 3 and 4 of the Order.

2. As required by Section 143(3) of the Act, we report that:

(a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit;


(c) The Balance Sheet, the Statement of Profit and Loss including the Statement of Other Comprehensive Income, the Cash Flow Statement and Statement of Changes in Equity dealt with by this Report are in agreement with the books of account;

(d) In our opinion, the aforesaid standalone Ind AS financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Companies (Indian Accounting Standards) Rules, 2015, as amended;

(e) On the basis of the written representations received from the directors as on March 31, 2019 taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2019 from being appointed as a director in terms of Section 164 (2) of the Act;

(f) With respect to the adequacy of the internal financial controls over financial reporting of the Company with reference to these standalone Ind AS financial statements and the operating effectiveness of such controls, refer to our separate Report in “Annexure 2” to this report;

(g) In our opinion, the managerial remuneration for the year ended March 31, 2019 has been paid / provided by the Company to its directors in accordance with the provisions of section 197 read with Schedule V to the Act;

(h) With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, as amended in our opinion and to the best of our information and according to the explanations given to us:

i. The Company has disclosed the impact of pending litigations on its financial position in its standalone Ind AS financial statements – Refer Note 40 to the standalone Ind AS financial statements;


iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company.






(i) (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed

assets.

(b) Fixed assets have been physically verified by the management during the year and no material discrepancies were

identified on such verification.

(c) According to the information and explanations given by the management, the title deeds of immovable properties included

in property, plant and equipment/ investment properties are held in the name of the Company.

(ii) The management has conducted physical verification of inventory at reasonable intervals during the year and no material

discrepancies were noticed on such physical verification.

(iii) (a) The Company has granted unsecured interest free loans to eight companies and interest bearing loan to one firm

covered in the register maintained under section 189 of the Companies Act, 2013. In our opinion and according to the

information and explanations given to us, the terms and conditions of the grant of such loans are not prejudicial to the

Company’s interest.

(b) The Company has granted loans to the parties covered in the register maintained under section 189 of the Companies

Act, 2013. The loans granted are re-payable on demand. We are informed that the Company has not demanded

repayment of any such loan during the year, and thus, there has been no default on the part of the parties to whom the

money has been lent. There is no stipulation as to the date of payment of interest.

(c) There is no amount of loans granted to companies, firm or other parties listed in the register maintained under section

189 of the Companies Act, 2013 which are outstanding for more than ninety days.

(iv) In our opinion and according to the information and explanations given to us, provisions of section 185 and 186 of the

Companies Act 2013 in respect of loans to directors including entities in which they are interested and in respect of loans and

advances given, investments made and, guarantees, and securities given have been complied with by the Company.

(v) The Company has not accepted any deposits from the public.

(vi) We have broadly reviewed the books of account maintained by the Company pursuant to the rules made by the Central

Government for the maintenance of cost records under section 148(1) of the Companies Act, 2013, related to the manufacture

or service of construction activities, and are of the opinion that prima facie, the specified accounts and records have been

made and maintained. We have not, however, made a detailed examination of the same.

(vii) (a) The Company is generally regular in depositing with appropriate authorities undisputed statutory dues including provident

fund, employees’ state insurance, income-tax, duty of custom, duty of excise, cess, goods and services tax (GST) and

other statutory dues applicable to it. According to the information and explanations given to us, no undisputed amounts

payable in respect of provident fund, employees’ state insurance, income-tax, duty of custom, duty of excise, cess, goods

and services tax (GST) and other material statutory dues were outstanding, at the year end, for a period of more than six

months from the date they became payable.


(b) According to the records of the Company, the dues outstanding of income-tax, service tax, value added tax and property

tax on account of any dispute, are as follows:

Name of the Statute Nature of dues

Amount(in lakhs)


amount relates



Service Tax Demand



Service Tax Demand

14.36* 2008-09 to 2011-12 The Customs Excise and Service Tax Appellate Tribunal, Mumbai


Service Tax Demand

33.07 2010-11 to 2013-14 Additional Commissioner, Service Tax Audit III, Mumbai


Service Tax Demand



Service Tax Demand

49.48 2011-12 to 2014-15 Deputy Commissioner, Service Tax Audit Commissioner III, Mumbai


Service Tax Demand

8.11 2015-16 Assistant Commissioner, Central Goods and Service Tax, Excise, Di-VII, Mumbai


Service Tax Demand

8.71 2015-16 Assistant Commissioner, Service Tax Audit Commissioner III, Mumbai


Service Tax Demand

1.30 2016-17 Assistant Commissioner, Central Goods and Service Tax, Excise, Di-VII, Mumbai

The Maharashtra Value Added Tax Act



Maharashtra Goods and Services Tax Act, 2017







*Net amount of `14.26 lakhs deposited under protest

(viii) In our opinion and according to the information and explanations given by the management, the Company has not defaulted in repayment of dues to a financial institution and bank. The Company did not have any outstanding loans or borrowing in respect of Government or dues to debenture holders during the year.

(ix) In our opinion and according to the information and explanations given by the management, the Company has utilized the monies raised in the nature of term loans for the purposes for which they were raised.


(xi) According to the information and explanations given by the management, the managerial remuneration has been paid / provided in accordance with the requisite approvals mandated by the provisions of section 197 read with Schedule V to the Companies Act, 2013.

(xii) In our opinion, the Company is not a nidhi company. Therefore, the provisions of clause 3(xii) of the order are not applicable to the Company and hence not commented upon.



(xiv) According to the information and explanations given by the management, the Company has complied with provisions of section 42 of the Companies Act, 2013 in respect of the private placement of shares during the year. According to the information and explanations given by the management, we report that the amounts raised, have been used for the purposes for which the funds were raised except for idle/surplus funds amounting to ` 56,882.16 lakhs which were not required for immediate utilization and which have been gainfully invested in liquid investments payable on demand. The maximum amount of idle/surplus funds invested during the year was ` 120,000.00 lakhs of which ` 56,882.16 lakhs was outstanding at the end of the year.

(xv) According to the information and explanations given by the management, the Company has not entered into any non-cash transactions with directors or persons connected with him as referred to in section 192 of Companies Act, 2013.






We have audited the internal financial controls over financial reporting of Oberoi Realty Limited (“the Company”) as of March 31, 2019 in conjunction with our audit of the standalone financial statements of the Company for the year ended on that date.




Our responsibility is to express an opinion on the Company’s internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the “Guidance Note”) and the Standards on Auditing as specified under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls and, both issued by the Institute of Chartered Accountants of India. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.


We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the internal financial controls system over financial reporting.


A company’s internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the Company’s assets that could have a material effect on the financial statements.

AND REGULATORY REQUIREMENTS” OF OUR REPORT OF EVEN DATE




Opinion

In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at March 31, 2019, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.


per Sudhir Soni Partner Membership Number: 41870

Place: Mumbai Date: May 10, 2019



(` in Lakh)

AS AT NOTEASSETS

a) Property, plant and equipments 2 18,454.14 19,624.41 b) Capital work in progress 3 2,408.59 701.82 c) Investment properties 4 56,632.51 58,232.55 d) Intangible assets 5 164.64 235.59 e) Intangible assets under development 6 93.36 18.79 f) Financial assets i) Investments 7 73,789.13 77,472.34 ii) Other financial assets 8 191.93 135.96 g) Other non-current assets 9 14,720.25 13,540.26

1,66,454.55 1,69,961.72

a) Inventories 10 1,10,024.51 1,11,447.87 b) Financial assets i) Trade receivables 11 2,369.45 7,954.97 ii) Cash and cash equivalents 12 3,308.63 2,845.40 iii) Bank balances other than (ii) above 13 24,437.77 1,972.20 iv) Loans 14 2,99,905.63 1,85,840.40 v) Other financial assets 8 267.48 223.47 c) Current tax assets (net) 15 259.13 514.25 d) Other current assets 9 99,829.43 99,716.88

4,10,515.44 7,06,856.58 5,80,477.16


a) Equity share capital 16 36,360.23 33,960.23 b) Other equity 17 5,67,212.74 4,12,230.03

4,46,190.26


small enterprises 1,278.78 859.10

iii) Other financial liabilities 20 6,659.85 4,870.29 b) Provisions 21 146.29 134.85 c) Deferred tax liabilities (net) 22 2,147.65 2,225.08 d) Other non-current liabilities 23 1,308.50 355.71

70,695.80 76,544.45



iii) Other financial liabilities 20 i) Capital Creditors a) Total outstanding dues of micro enterprises and small enterprises 1.85 5.10 b) Total outstanding dues of creditors other than micro enterprises

and small enterprises 142.14 91.77

ii) Others 13,802.02 12,626.36 b) Other current liabilities 23 5,285.70 20,016.78 c) Provisions 21 77.40 39.61 d) Current tax liabilities (net) 24 193.44 235.42

57,742.45

7,06,856.58 5,80,477.16





DIN 03533268 M No. A19238



(` in Lakh)

FOR THE YEAR ENDED NOTE

INCOMERevenue from operations 25 1,02,865.55 97,422.33 Other income 26 12,962.52 10,911.85 Total revenue 1,15,828.07

EXPENSESOperating costs 27 31,136.80 40,899.82 Changes in inventories 28 2,411.95 (6,341.43)Excise duty 29 - 3.16 Employee benefits expense 30 6,216.13 5,799.31 Finance cost 31 1,453.76 257.25 Depreciation and amortisation 32 3,152.08 3,963.99 Other expenses 33 6,968.76 4,658.24 Total expenses

64,488.59 Tax expenseCurrent tax 15 18,739.92 17,557.88 Deferred tax 22 379.04 (210.58)Short / (excess) provision of tax in earlier years (0.56) 29.76

41,716.78


subsequent years Re - measurement gains / (losses) on defined benefit plans 76.28 120.86 Income tax effect on above (26.65) (42.24)

year net of tax 78.62

Total comprehensive income for the year (Comprising 45,419.82 41,795.40

Earnings per equity share (face value of ` 34 - Basic (in `) 12.66 12.28 - Diluted (in `) 12.66 12.28





DIN 03533268 M No. A19238



(` in Lakh)FOR THE YEAR ENDED

CASH FLOW FROM OPERATING ACTIVITIES: 64,488.59

Adjustments forDepreciation and amortisation 3,152.08 3,963.99 Interest income (including fair value change in financial instruments) (5,540.06) (3,842.67)Interest expenses (including fair value change in financial instruments) 1,453.77 257.25 Dividend income (6,892.14) (6,824.86)Profit on sale of investments (net) (528.93) (0.61)Loss / (gain) from foreign exchange fluctuation (net) (2.22) (1.95)Loss on sale / discarding of investment properties (net) 0.04 5.30 Loss on sale / discarding of intangible assets (net) - 2.11 (Gain) / loss on sale / discarding of property, plant and equipment (net) 24.25 0.90 Sundry balances written off / (back) (9.92) (224.25)

56,145.46 52,429.05

Movement for working capitalIncrease / (decrease) in trade payables 240.22 3,218.73 Increase / (decrease) in other liabilities (13,778.28) (4,342.42)Increase / (decrease) in financial liabilities 3,151.63 4,078.76 Increase / (decrease) in provisions 125.51 8.68 (Increase) / decrease in loans and advances (1,084.45) (61,812.95)(Increase) / decrease in financial assets (44.01) (180.72)(Increase) / decrease in trade receivables 5,585.51 (5,216.29)(Increase) / decrease in inventories 7,458.54 (4,030.79)

57,800.14 Direct taxes (paid) / refund (net) (18,526.22) (17,768.93)

CASH FLOW FROM INVESTING ACTIVITIES:(Acquisition) / (adjustments) / sale of property, plant and equipment, investment properties, intangible assets / addition to capital work in progress (net)

(2,275.94) (635.39)

Interest received 2,083.57 296.58 Dividend received 6,892.14 6,824.86 Decrease / (increase) in loans and advances to / for subsidiaries / joint ventures (net)

(1,11,215.97) (51,557.86)

(Acquisition) / sale of investments (net) 4,212.45 (7,717.26)(Increase) / decrease in other assets (22,520.70) 15,446.03

CASH FLOW FROM FINANCING ACTIVITIES:Increase in equity share capital (including share premium and netting off share issue expenses)

1,18,271.82 173.71

Proceeds/(Repayment) from short term secured loan (net) (321.99) 323.00 Proceeds/(Repayment) from long term secured loan (net) (9,149.64) 68,500.00 Proceeds from short term unsecured borrowings - 26,407.40 Repayment of short term unsecured borrowings (11,130.00) (16,988.00)Interest paid (gross) (6,864.38) (2,615.20)Dividend paid (including dividend distribution tax) (6,792.05) (6,792.33)

69,008.58

Add: cash and cash equivalents at the beginning of the year 2,845.40 4,796.74 Cash and cash equivalents at the end of the year 2,845.40


(` in Lakh)FOR THE YEAR ENDED

COMPONENTS OF CASH AND CASH EQUIVALENTS AS ATCash on hand 32.39 31.81 Balance with banks 880.34 1,177.72 Cheques on hand 160.00 82.42 Fixed deposits with banks, having original maturity of three months or less 2,235.90 1,553.45 Cash and cash equivalents at the end of the year 2,845.40

RECONCILIATION STATEMENT OF CASH AND BANK BALANCES (` in Lakh)

AS AT

Cash and cash equivalents at the end of the year as per above 3,308.63 2,845.40Add: Balance with bank in dividend / unclaimed dividend accounts 3.47 2.64 Add: Fixed deposits with banks, having remaining maturity for less than twelve months 24,154.76 1,708.59 Add: Fixed deposits with banks (lien marked) 471.47 396.93 Less: Fixed deposit with banks, having remaining maturity for more than twelve months (191.93) (135.96)

27,746.40 4,817.60


(` in Lakh) Opening

balance Non cash


Short term secured borrowings 253.48 (321.99) 69.47 0.96 Long term secured borrowings 67,864.18 (9,149.64) 136.91 58,851.45 Short term unsecured borrowings 19,369.40 (11,130.00) - 8,239.40

87,487.06 67,091.81

(` in Lakh) Opening

balance Non cash


Short term secured borrowings - 227.30 26.18 253.48 Long term secured borrowings - 67,814.67 49.51 67,864.18 Short term unsecured borrowings 9,950.00 9,419.40 - 19,369.40

9,950.00 75.69 87,487.06





DIN 03533268 M No. A19238


Report on the Consolidated Ind AS Financial Statements

We have audited the accompanying consolidated Ind AS financial statements of Oberoi Realty Limited (hereinafter referred to as “the Holding Company”), its subsidiaries (the Holding Company and its subsidiaries together referred to as “the Group”) its joint ventures, comprising of the consolidated Balance Sheet as at March 31, 2018, the consolidated Statement of Profit and Loss including other comprehensive income, the consolidated Cash Flow Statement, the consolidated Statement of Changes in Equity for the year then ended, and a summary of significant accounting policies and other explanatory information (hereinafter referred to as “the consolidated Ind AS financial statements”).

Management’s Responsibility for the Consolidated Financial Statements

The Holding Company’s Board of Directors is responsible for the preparation of these consolidated Ind AS financial statements in terms of the requirement of the Companies Act, 2013 (“the Act”) that give a true and fair view of the consolidated financial position, consolidated financial performance including other comprehensive income, consolidated cash flows and consolidated statement of changes in equity of the Group including its Joint Ventures in accordance with accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with the Companies (Indian Accounting Standard) Rules, 2015, as amended. The respective Board of Directors of the companies included in the Group and of its joint ventures are responsible for maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Group and of its joint ventures and for preventing and detecting frauds and other irregularities; the selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and the design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error, which have been used for the purpose of preparation of the consolidated Ind AS financial statements by the Directors of the Holding Company, as aforesaid.


Our responsibility is to express an opinion on these consolidated Ind AS financial statements based on our audit. While conducting the audit, we have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder. We conducted our audit in accordance with the Standards on Auditing, issued by the Institute of Chartered Accountants of India, as specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Holding Company’s preparation of the consolidated Ind AS financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by the Holding Company’s Board of Directors, as well as evaluating the overall presentation of the consolidated financial statements. We believe that the audit evidence obtained by us and the audit evidence obtained by the other auditors in terms of their reports referred to in sub-paragraph (a) of the Other Matters paragraph below, is sufficient and appropriate to provide a basis for our audit opinion on the consolidated Ind AS financial statements.

Opinion

In our opinion and to the best of our information and according to the explanations given to us and based on the consideration of reports of other auditors on separate financial statements and on the other financial information of the subsidiaries and joint ventures, the aforesaid consolidated Ind AS financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India of the consolidated state of affairs of the Group, its joint ventures as at March 31, 2018, their consolidated profit including other comprehensive income, their consolidated cash flows and consolidated statement of changes in equity for the year ended on that date.



Other Matter

(a) We did not audit the financial statements and other financial information, in respect of two subsidiaries, whose Ind AS financial statements include total assets of ` 8.45 lakh and net assets of ` 8.16 lakh as at March 31, 2018, and total revenues of ` 0.17 lakh and net cash outflows of ` 5.81 lakh for the year ended on that date. These financial statement and other financial information have been audited by other auditors, which financial statements, other financial information and auditor’s reports have been furnished to us by the management. The consolidated Ind AS financial statements also include the Group’s share of net profit of ` 46.64 lakh for the year ended March 31, 2018, as considered in the consolidated financial statements, in respect of three joint ventures, whose financial statements, other financial information have been audited by other auditors and whose reports have been furnished to us by the Management. Our opinion on the consolidated Ind AS financial statements, in so far as it relates to the amounts and disclosures included in respect of these subsidiaries and joint ventures and our report in terms of sub-sections (3) of Section 143 of the Act, in so far as it relates to the aforesaid subsidiaries and joint ventures, is based solely on the reports of such other auditors.

(b) The Ind AS consolidated financial statements of the Company for the year ended March 31, 2017, included in these consolidated Ind AS financial statements, have been audited by the predecessor auditor who expressed an unmodified opinion on those statements on May 4, 2017.

(c) The consolidated Ind AS financial statements also include the Group’s share of net loss of ` 0.73 lakh for the year ended March 31, 2018, as considered in the consolidated financial statements, in respect of three joint ventures, whose financial statements, other financial information have not been audited and whose unaudited financial statements, other unaudited financial information have been furnished to us by the Management. Our opinion, in so far as it relates amounts and disclosures included in respect of these joint ventures, and our report in terms of sub-sections (3) of Section 143 of the Act in so far as it relates to the aforesaid joint ventures, is based solely on such unaudited financial statement and other unaudited financial information. In our opinion and according to the information and explanations given to us by the Management, these financial statements and other financial information are not material to the Group.

Our opinion above on the consolidated Ind AS financial statements, and our report on Other Legal and Regulatory Requirements above, is not modified in respect of the above matters with respect to our reliance on the work done and the reports of the other auditors and the financial statements and other financial information certified by the Management.


As required by section 143 (3) of the Act, based on our audit and on the consideration of report of the other auditors on separate financial statements and the other financial information of subsidiaries and joint ventures, as noted in the ‘other matter’ paragraph we report, to the extent applicable, that:

(a) We / the other auditors whose reports we have relied upon have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit of the aforesaid consolidated Ind AS financial statements;

(b) In our opinion proper books of account as required by law relating to preparation of the aforesaid consolidation of the financial statements have been kept so far as it appears from our examination of those books and reports of the other auditors;

(c) The consolidated Balance Sheet, consolidated Statement of Profit and Loss including the Statement of Other Comprehensive Income, the consolidated Cash Flow Statement and consolidated Statement of Changes in Equity dealt with by this Report are in agreement with the books of account maintained for the purpose of preparation of the consolidated Ind AS financial statements;

(d) In our opinion, the aforesaid consolidated Ind AS financial statements comply with the Accounting Standards specified under section 133 of the Act, read with Companies (Indian Accounting Standard) Rules, 2015, as amended;

(e) On the basis of the written representations received from the directors of the Holding Company as on March 31, 2018 taken on record by the Board of Directors of the Holding Company and the reports of the statutory auditors who are appointed under Section 139 of the Act, of its subsidiary companies and joint ventures incorporated in India, none of the directors of the Group’s companies, its joint ventures incorporated in India is disqualified as on March 31, 2018 from being appointed as a director in terms of Section 164 (2) of the Act.


(f) With respect to the adequacy and the operating effectiveness of the internal financial controls over financial reporting of the Holding Company and its subsidiary companies and joint ventures incorporated in India, refer to our separate report in “Annexure 1” to this report;

(g) With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us and based on the consideration of the report of the other auditors on separate financial statements as also the other financial information of the subsidiaries and joint ventures, as noted in the ‘Other matter’ paragraph:

i. The consolidated Ind AS financial statements disclose the impact of pending litigations on its consolidated financial position of the Group and its joint ventures – Refer Note 41 to the consolidated Ind AS financial statements;

ii. The Group and its joint ventures did not have any material foreseeable losses in long-term contracts including derivative contracts during the year ended March 31, 2018;

iii. There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Holding Company, its subsidiaries and joint ventures incorporated in India during the year ended March 31, 2018.

For S R B C & CO LLPChartered AccountantsICAI Firm Registration Number 324982E / E300003

per Sudhir SoniPartnerMembership No: 41870Place: MumbaiDate: April 24, 2018



In conjunction with our audit of the consolidated Ind AS financial statements of Oberoi Realty Limited as of and for the year ended March 31, 2018, we have also audited the internal financial controls over financial reporting of Oberoi Realty Limited (“the Holding Company”) and its subsidiary companies and its joint ventures, which are companies incorporated in India as of that date.




Our responsibility is to express an opinion on the company’s internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the “Guidance Note”) and the Standards on Auditing, both, issued by Institute of Chartered Accountants of India, and deemed to be prescribed under section 143(10) of the Act, to the extent applicable to an audit of internal financial controls. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.




A company’s internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorisations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

ANNEXURE 1 REFERRED TO IN PARAGRAPH (f) UNDER THE HEADING “REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS” OF OUR REPORT OF EVEN DATE




Opinion

In our opinion, the Holding Company, its subsidiary companies and its joint ventures, which are companies incorporated in India, have, maintained in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at March 31, 2018, based on the internal control over financial reporting criteria established by the Holding Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.





(` in Lakh)AS AT NOTE MARCH 31, 2018 MARCH 31, 2017

ASSETSI) Non-current assetsa) Property, plant and equipments 2 20,623.87 22,750.94 b) Capital work in progress 3 11,244.63 10,903.62 c) Investment properties 4 76,773.46 71,536.84 d) Intangible assets 5 236.97 206.92 e) Intangible assets under development 6 18.79 47.26 f) Financial assets

i) Investments 7 2,40,655.32 1,60,178.05 ii) Other financial assets 8 410.99 587.55

g) Deferred tax assets (net) 9.1 14,578.54 12,578.69 h) Other non-current assets 10 14,615.61 14,311.03

3,79,158.18 2,93,100.90 II) Current assetsa) Inventories 11 4,24,673.38 3,76,636.72 b) Financial assets

i) Investments 12 1,349.05 22,252.01 ii) Trade receivables 13 18,131.39 10,578.83 iii) Cash and cash equivalents 14 8,106.02 9,330.53 iv) Bank balances other than (iii) above 15 3,566.29 25,248.16 v) Loans 16 15,733.63 13,369.84 vi) Other financial assets 8 232.60 253.45

c) Current tax assets (net) 17 1,863.84 2,312.52 d) Other current assets 10 1,69,658.32 95,464.23

6,43,314.52 5,55,446.29 TOTAL ASSETS (I+II) 10,22,472.70 8,48,547.19


I) Equitya) Equity share capital 18 33,960.23 33,953.55 b) Other equity 19 5,75,277.14 5,38,642.52

6,09,237.37 5,72,596.07 II) Liabilitiesi) Non-current liabilitiesa) Financial liabilities

i) Borrowings 20 67,864.18 74,937.77 ii) Trade payables 21 1,463.53 659.41 iii) Other financial liabilities 22 8,451.03 6,404.51

b) Provisions 23 165.97 170.77 c) Deferred tax liabilities (net) 9.2 3,705.16 2,604.63 d) Other non-current liabilities 24 1,445.75 756.14

83,095.62 85,533.23 ii) Current liabilitiesa) Financial liabilities

i) Borrowings 20 26,585.76 11,926.51 ii) Trade payables 21 13,079.89 4,686.88 iii) Other financial liabilities 22 96,555.60 15,594.96

b) Other current liabilities 24 1,93,494.19 1,57,480.03 c) Provisions 23 42.56 200.85 d) Current tax liabilities (net) 25 381.71 528.66

3,30,139.71 1,90,417.89 TOTAL LIABILITIES (i+ii) 4,13,235.33 2,75,951.12 TOTAL EQUITY AND LIABILITIES (I+II) 10,22,472.70 8,48,547.19

Significant accounting policiesThe accompanying notes form an integral part of the financial statements

1


For S R B C & CO LLPChartered AccountantsFirm Registration Number 324982E / E300003 Vikas Oberoi T. P. Ostwal

Chairman & Managing Director Directorper Sudhir Soni DIN 00011701 DIN 00821268PartnerMembership No.: 41870 Saumil Daru Bhaskar KshirsagarMumbai, April 24, 2018 Director - Finance cum Chief Financial Officer Company Secretary

DIN 03533268 M No. A19238



(` in Lakh)FOR THE YEAR ENDED NOTE MARCH 31, 2018 MARCH 31, 2017

INCOMERevenue from operations 26 1,26,542.90 1,11,374.39 Other income 27 2,657.80 4,760.29 Total revenue (A) 1,29,200.70 1,16,134.68

EXPENSESOperating costs 28 95,034.64 85,971.38 Changes in inventories 29 (48,247.66) (43,098.18)Excise duty 30 3.16 12.36 Employee benefits expense 31 6,715.33 6,416.17 Finance cost 32 686.31 557.22 Depreciation and amortisation 33 4,906.76 4,949.54 Other expenses 34 5,511.57 5,096.50 Total expenses (B) 64,610.11 59,904.99

and exceptional items(A-B) 64,590.59 56,229.69

Share of Profit / (Loss) of joint ventures (net) 361.97 313.93 64,952.56 56,543.62

Tax expenseCurrent tax 17 21,976.10 18,677.95 Deferred tax 9 (3,019.39) 6.91 Short / (excess) provision of tax in earlier years 115.53 -

(C) 45,880.32 37,858.76


subsequent periodRe - measurement gains / (losses) on defined benefit plans

172.56 30.95

Income tax effect (56.64) (10.78)Share of other comprehensive income in Joint VenturesRe - measurement gains / (losses) on defined benefit plans

4.22 3.35

Income tax effect (1.47) (1.04)Total other comprehensive income / (expenses) for the year net of tax

(D) 118.67 22.48

Total comprehensive income for the year

income for the year)*

(C+D) 45,998.99 37,881.24

Earnings per equity share (face value of `10) 35- Basic (in `) 13.51 11.15 - Diluted (in `) 13.51 11.15

*Entire attributable to owner of the parent.Significant accounting policiesThe accompanying notes form an integral part of the financial statements

1




DIN 03533268 M No. A19238



(` in Lakh)FOR THE YEAR ENDED MARCH 31, 2018 MARCH 31, 2017

CASH FLOW FROM OPERATING ACTIVITIES: 64,590.59 56,229.69

Depreciation and amortisation 4,906.76 4,949.54 Interest income (including fair value change in financial instruments) (1,978.37) (3,741.85)Interest expenses (including fair value change in financial instruments) 686.31 557.22 Re - measurement gains / (losses) on defined benefit plans 175.31 33.26 Dividend income (137.39) (163.73)Profit on sale of investments (net) (241.19) (817.85)Gain from foreign exchange fluctuation (net) (1.95) (8.21)Loss on sale / discarding of investment properties (net) 116.50 117.05 (Gain) / loss on sale / discarding of property, plant and equipments (net) 0.90 (2.42)Loss on sale / discarding of intangible assets (net) 2.11 - Share of profit of joint ventures 361.97 313.93 Sundry balances written back (270.99) (30.51)

68,210.56 57,436.12

Movement for working capitalIncrease / (decrease) in trade payables 9,470.08 1,096.78 Increase / (decrease) in other liabilities 36,703.77 16,403.92 Increase / (decrease) in financial liabilities 6,772.97 927.22 Increase / (decrease) in provisions (163.10) (55.71)(Increase) / decrease in loans and advances (75,234.40) (4,631.09)(Increase) / decrease in financial assets 20.85 (50.42)(Increase) / decrease in trade receivables (7,552.56) 645.67 (Increase) / decrease in inventories (37,727.85) (36,139.15)Cash generated from operations 500.32 35,633.34 Direct taxes (paid) / refund (net) (21,083.12) (18,250.41)

(A) (20,582.80) 17,382.93


(7,725.99) (7,625.20)

Interest received 627.48 2,293.09 Dividend received 137.39 163.73 Decrease / (increase) in loans and advances to / for joint ventures (net) (1,407.87) (5,633.21)Decrease / (increase) in investment in joint ventures (72,556.16) (30,137.55)(Acquisition) / sale of investments (net) 241.19 817.85 (Increase) / decrease in other assets 21,858.95 (15,788.62)

(B) (58,825.01) (55,909.91)

CASH FLOW FROM FINANCING ACTIVITIES:Increase in equity share capital (including share premium) 173.71 602.11 Repayment of short term unsecured borrowings - (1,800.00)Proceeds from short term secured loan (net) 14,561.00 - Proceeds from long term secured loan 68,500.00 - Proceeds from issue of short term secured debentures - 75,000.00 Prepayment of short term secured debentures - (35,000.00)Interest paid (gross) (9,959.97) (5,274.44)Dividend paid (including dividend distribution tax) (8,174.75) -

(C) 65,099.99 33,527.67

Net increase / (decrease) in cash and cash equivalents (A+B+C) (14,307.82) (4,999.31)Add: cash and cash equivalents at the beginning of the year 23,583.89 28,583.20 Cash and cash equivalents at the end of the year 9,276.07 23,583.89


CONSOLIDATED CASH FLOW STATEMENT (CONTD.)

(` in Lakh)

FOR THE YEAR ENDED MARCH 31, 2018 MARCH 31, 2017

COMPONENTS OF CASH AND CASH EQUIVALENTS AS ATCash on hand 44.59 39.86Balance with banks 2,158.48 3,659.44Cheques on hand 155.79 -Fixed deposits with banks, having original maturity of three months or less 5,747.16 5,631.23Add: Short term liquid investment 1,170.05 14,253.31Cash and cash equivalents at the end of the year 9,276.07 23,583.89

RECONCILIATION STATEMENT OF CASH AND BANK BALANCES(` in Lakh)


Cash and cash equivalents at the end of the year as per above 9,276.07 23,583.89 Add: Balance with banks in dividend / unclaimed dividend accounts 2.64 2.13 Add: Fixed deposits with banks, having remaining maturity for less than twelve months

2,886.93 19,558.49

Add: Fixed deposits with banks (lien marked) 1,087.71 6,275.09 Less: Short term liquid investment (out of the same investment of ` 4.96 lakh (` 3,446.77 lakh) is lien marked (refer note 12)

(1,170.05) (14,253.36)

Fixed deposits with banks, having remaining maturity for more than twelve months (410.99) (587.55)Cash and bank balance as per balance sheet (refer note 14 & 15) 11,672.31 34,578.69


(` in Lakh)


Non cash changes

Closing balance

Short term secured borrowings 77,956.28 11,509.02 3,168.75 92,634.05 Long term secured borrowings - 67,814.67 49.51 67,864.18 Short term unsecured borrowings 8,908.00 - - 8,908.00

86,864.28 79,323.69 3,218.26 1,69,406.23

(` in Lakh)


Non cash changes

Closing balance

Short term unsecured borrowings 10,708.00 (1,800.00) - 8,908.00 Long term secured borrowings 35,000.00 40,000.00 2,956.28 77,956.28

45,708.00 38,200.00 2,956.28 86,864.28





DIN 03533268 M No. A19238



Report on the Standalone Ind AS Financial Statements

We have audited the accompanying standalone Ind AS financial statements of Oberoi Realty Limited (“the Company”), which comprise the Balance Sheet as at March 31, 2018, the Statement of Profit and Loss, including the Statement of Other Comprehensive Income, the Cash Flow Statement and the Statement of Changes in Equity for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management’s Responsibility for the Standalone Ind AS Financial Statements

The Company’s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (“the Act”) with respect to the preparation of these standalone Ind AS financial statements that give a true and fair view of the financial position, financial performance including other comprehensive income, cash flows and changes in equity of the Company in accordance with accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) specified under section 133 of the Act, read with the Companies (Indian Accounting Standards) Rules, 2015, as amended. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and the design, implementation and maintenance of adequate internal financial control that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the Ind AS financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.


Our responsibility is to express an opinion on these standalone Ind AS financial statements based on our audit. We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder. We conducted our audit of the standalone Ind AS financial statements in accordance with the Standards on Auditing, issued by the Institute of Chartered Accountants of India, as specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the standalone Ind AS financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company’s preparation of the standalone Ind AS financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by the Company’s Directors, as well as evaluating the overall presentation of the standalone Ind AS financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the standalone Ind AS financial statements.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the standalone Ind AS financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2018, its profit including other comprehensive income, its cash flows and the changes in equity for the year ended on that date.

Other Matter

The Ind AS financial statements of the Company for the year ended March 31, 2017, included in these standalone Ind AS financial statements, have been audited by the predecessor auditor who expressed an unmodified opinion on those statements on May 4, 2017. Our opinion is not modified in respect of this matter.

INDEPENDENT AUDITOR’S REPORT ON STANDALONE FINANCIAL STATEMENTS



1. As required by the Companies (Auditor’s report) Order, 2016 (“the Order”) issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, we give in the “Annexure 1” a statement on the matters specified in paragraphs 3 and 4 of the Order.

2. As required by section 143 (3) of the Act, we report that:

(a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit;


(c) The Balance Sheet, Statement of Profit and Loss including the Statement of Other Comprehensive Income, the Cash Flow Statement and Statement of Changes in Equity dealt with by this Report are in agreement with the books of account;

(d) In our opinion, the aforesaid standalone Ind AS financial statements comply with the Accounting Standards specified under section 133 of the Act, read with Companies (Indian Accounting Standards) Rules, 2015, as amended;

(e) On the basis of written representations received from the directors as on March 31, 2018, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2018, from being appointed as a director in terms of section 164 (2) of the Act;

(f) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate Report in “Annexure 2” to this report;

(g) With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:

i. The Company has disclosed the impact of pending litigations on its financial position in its standalone Ind AS financial statements – Refer note 40 to the standalone Ind AS financial statements;


iii. There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company.






(i) (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets.

(b) The Company has a regular programme of physical verification of its fixed assets under which fixed assets are verified in a phased manner over the period of two years, which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. In accordance with this program, certain fixed assets were verified during the year and no material discrepancies were noticed on such verification.

(c) According to the information and explanations given by the management, the title deeds of immovable properties included in property, plant and equipments / investment properties are held in the name of the company.

(ii) The management has conducted physical verification of inventory at reasonable intervals during the year and no material discrepancies were noticed on such physical verification.

(iii) (a) The Company has granted unsecured interest free loans to eight companies and interest bearing loan to one firm covered in the register maintained under section 189 of the Companies Act, 2013. In our opinion and according to the information and explanations given to us, the terms and conditions of the grant of such loans are not prejudicial to the company’s interest.

(b) The Company has granted loans that are re-payable on demand, to the parties covered in the register maintained under section 189 of the Companies Act, 2013. The loans granted are re-payable on demand. We are informed that the Company has not demanded repayment of any such loan during the year, and thus, there has been no default on the part of the parties to whom the money has been lent. There is no stipulation as to the date of payment of interest.

(c) There is no amount of loans granted to companies, firm or other parties listed in the register maintained under section 189 of the Companies Act, 2013 which are outstanding for more than ninety days.

(iv) In our opinion and according to the information and explanations given to us, provisions of section 185 and 186 of the Companies Act 2013 in respect of loans to directors including entities in which they are interested and in respect of loans and advances given, investments made and, guarantees, and securities given have been complied with by the company.

(v) The Company has not accepted any deposits from the public.

(vi) We have broadly reviewed the books of account maintained by the Company pursuant to the rules made by the Central Government for the maintenance of cost records under section 148(1) of the Companies Act, 2013, related to the manufacture or service of construction activities, and are of the opinion that prima facie, the specified accounts and records have been made and maintained. We have not, however, made a detailed examination of the same.

(vii) (a) The Company is generally regular in depositing with appropriate authorities undisputed statutory dues including provident fund, employees’ state insurance, income-tax, sales-tax, service tax, duty of custom, duty of excise, value added tax, cess, goods and services tax (GST) and other statutory dues applicable to it. According to the information and explanations given to us, no undisputed amounts payable in respect of provident fund, employees’ state insurance, income-tax, service tax, sales-tax, duty of custom, duty of excise, value added tax, cess, goods and services tax (GST) and other material statutory dues were outstanding, at the year end, for a period of more than six months from the date they became payable.


(b) According to the records of the Company, the dues outstanding of income-tax, service tax, value added tax and property tax on account of any dispute, are as follows:

Name of the Statute Nature of dues Amount (` in lakhs)


amount relates



Service Tax Demand



Service Tax Demand

17.71 2009-10 Customs, Excise and Service Tax Appellate Tribunal, Mumbai


Service Tax Demand

14.36* 2008-09 to 2011-12

Assistant Commissioner, Division VII, Service Tax VI, Mumbai


Service Tax Demand

33.07 2010-11 to 2013-14

Additional Commissioner, Service Tax Audit III, Mumbai


Service Tax Demand



Service Tax Demand

49.48 2011-12 to 2014-15

Deputy Commissioner, Service Tax Audit Commissioner III, Mumbai


Service Tax Demand

8.71 2015-16 Assistant Commissioner, Service Tax, Audit Commissioner III, Mumbai

The Maharashtra Value Added Tax Act


198.06** 2008-09 Deputy Commissioner of Sales Tax Appeals- VI, Mumbai



Income Tax Act, 1961 Income Tax and Penalty



29.45 2011-12 Income Tax Appellate Tribunal


20.85 2012-13 and 2013-14

Commissioner of Income Tax (Appeals) - TDS.

*Net amount of Rs 14.26 lakhs deposited under protest** Net amount of Rs 30 lakhs deposited under protest

(viii) In our opinion and according to the information and explanations given by the management, the Company has not defaulted in repayment of dues to a financial institution and bank. The Company did not have any outstanding loans and borrowing in respect of Government or dues to debenture holders during the year.

(ix) In our opinion and according to the information and explanations given by the management, the Company has utilised the monies raised in the nature of term loans for the purposes for which they were raised.


(xi) According to the information and explanations given by the management, the managerial remuneration has been paid / provided in accordance with the requisite approvals mandated by the provisions of section 197 read with Schedule V to the Companies Act, 2013.


(xii) In our opinion, the Company is not a nidhi company. Therefore, the provisions of clause 3(xii) of the order are not applicable to the Company and hence not commented upon.


(xiv) According to the information and explanations given to us and on an overall examination of the balance sheet, the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year under review and hence, reporting requirements under clause 3(xiv) are not applicable to the Company and, not commented upon.

(xv) According to the information and explanations given by the management, the Company has not entered into any non-cash transactions with directors or persons connected with him as referred to in section 192 of Companies Act, 2013.







We have audited the internal financial controls over financial reporting of Oberoi Realty Limited (“the Company”) as of March 31, 2018 in conjunction with our audit of the standalone financial statements of the Company for the year ended on that date.




Our responsibility is to express an opinion on the Company’s internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the “Guidance Note”) and the Standards on Auditing as specified under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls and, both issued by the Institute of Chartered Accountants of India. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.


We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the internal financial controls system over financial reporting.


A Company’s internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A Company’s internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorisations of management and directors of the Company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the Company’s assets that could have a material effect on the financial statements.

ANNEXURE 2 REFERRED TO IN PARAGRAPH 2(f) UNDER THE HEADING “REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS” OF OUR REPORT OF EVEN DATE




Opinion

In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at March 31, 2018, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.





(` in Lakh)AS AT NOTE MARCH 31, 2018 MARCH 31, 2017

ASSETSI) Non-current assetsa) Property, plant and equipments 2 19,624.41 21,635.06 b) Capital work in progress 3 701.82 631.46 c) Investment properties 4 58,232.55 59,747.87 d) Intangible assets 5 235.59 202.79 e) Intangible assets under development 6 18.79 47.26 f) Financial assets

i) Investments 7 77,472.34 61,692.71 ii) Other financial assets 8 135.96 459.80

g) Other non-current assets 9 13,540.26 13,377.27 1,69,961.72 1,57,794.22

II) Current assetsa) Inventories 10 1,11,447.87 1,05,520.75 b) Financial assets

i) Investments 11 - 7,858.61 ii) Trade receivables 12 7,954.97 2,738.67 iii) Cash and cash equivalents 13 2,845.40 4,796.74 iv) Bank balances other than (iii) above 14 1,972.20 17,093.88 v) Loans 15 1,85,840.40 1,31,948.69 vi) Other financial assets 8 223.47 42.76

c) Current tax assets (net) 16 514.25 591.61 d) Other current assets 9 99,716.88 38,011.69

4,10,515.44 3,08,603.40 TOTAL ASSETS (I+II) 5,80,477.16 4,66,397.62

EQUITY AND LIABILITIESI) Equitya) Equity share capital 17 33,960.23 33,953.55 b) Other equity 18 4,12,230.03 3,77,059.93

4,46,190.26 4,11,013.48 II) Liabilitiesi) Non-current liabilitiesa) Financial liabilities

i) Borrowings 19 67,864.18 - ii) Trade payables 20 1,094.34 359.90 iii) Other financial liabilities 21 4,870.29 4,260.43

b) Provisions 22 134.85 135.68 c) Deferred tax liabilities (net) 23 2,225.08 2,393.42 d) Other non-current liabilities 24 355.71 319.54

76,544.45 7,468.97 ii) Current liabilitiesa) Financial liabilities

i) Borrowings 19 19,622.88 9,950.00 ii) Trade payables 20 5,104.53 2,846.44 iii) Other financial liabilities 21 12,723.23 10,078.34

b) Other current liabilities 24 20,016.78 24,395.36 c) Provisions 22 39.61 150.96 d) Current tax liabilities (net) 25 235.42 494.07

57,742.45 47,915.17 TOTAL LIABILITIES (i+ii) 1,34,286.90 55,384.14 TOTAL EQUITY AND LIABILITIES (I+II) 5,80,477.16 4,66,397.62





DIN 03533268 M No. A19238



(` in Lakh)


INCOMERevenue from operations 26 97,422.33 89,071.20 Other income 27 10,911.85 5,848.15 Total revenue (A) 1,08,334.18 94,919.35

EXPENSESOperating costs 28 40,535.33 49,030.02 Changes in inventories 29 (5,976.94) (15,719.42)Excise duty 30 3.16 12.36 Employee benefits expense 31 5,799.31 5,561.66 Finance cost 32 257.25 216.77 Depreciation and amortisation 33 3,963.99 4,199.70 Other expenses 34 4,658.24 4,005.05 Total expenses (B) 49,240.34 47,306.14

(A-B) 59,093.84 47,613.21 Tax expenseCurrent tax 16 17,557.88 15,500.83 Deferred tax 23 (210.58) 47.41 Short provision of tax in earlier years 29.76 -

(C) 41,716.78 32,064.97


subsequent periodRe - measurement gains / (losses) on defined benefit plans 120.86 31.38 Income tax effect (42.24) (10.86)

Total other comprehensive income / (expenses) for the year net of tax

(D) 78.62 20.52

Total comprehensive income for the year

income for the year)

(C+D) 41,795.40 32,085.49

Earnings per equity share (face value of `10) 35 - Basic (in `) 12.28 9.45 - Diluted (in `) 12.28 9.45





DIN 03533268 M No. A19238



(` in Lakh)FOR THE YEAR ENDED MARCH 31, 2018 MARCH 31, 2017

CASH FLOW FROM OPERATING ACTIVITIES: 59,093.84 47,613.21

Adjustments forDepreciation and amortisation 3,963.99 4,199.70 Interest income (including fair value change in financial instruments) (3,842.67) (5,506.48)Interest expenses (including fair value change in financial instruments) 257.25 216.77 Re - measurement gains / (losses) on defined benefit plans 120.86 31.38 Dividend income (6,824.86) (33.39)Profit on sale of investments (net) (0.61) (290.77)Gain from foreign exchange fluctuation (net) (1.95) (8.21)Loss on sale / discarding of investment properties (net) 5.30 16.79 Loss on sale / discarding of intangible assets (net) 2.11 - (Gain) / loss on sale / discarding of property, plant and equipments (net) 0.90 (2.46)Sundry balances written back (224.25) (11.14)

52,549.91 46,225.40

Movement for working capitalIncrease / (decrease) in trade payables 3,218.73 62.45 Increase / (decrease) in other liabilities (4,342.42) (27,937.58)Increase / (decrease) in financial liabilities 4,078.76 3,661.52 Increase / (decrease) in provisions (112.18) (68.13)(Increase) / decrease in loans and advances (61,812.95) 1,113.19 (Increase) / decrease in financial assets (180.72) 0.39 (Increase) / decrease in trade receivables (5,216.29) 1,113.99 (Increase) / decrease in inventories (4,030.79) (15,166.45)Cash generated / (used) from operations (15,847.95) 9,004.78 Direct taxes (paid) / refund (net) (17,768.93) (14,845.16)

(A) (33,616.88) (5,840.38)


(635.39) (519.27)

Interest received 296.58 1,791.14 Dividend received 6,824.86 33.39 Decrease / (increase) in loans and advances to / for subsidiaries / joint ventures (net)

(51,557.86) 22,433.86

(Acquisition) / sale of investments (net) (7,717.26) (5,238.71)(Increase) / decrease in other assets 15,446.03 (10,042.07)

(B) (37,343.04) 8,458.34

CASH FLOW FROM FINANCING ACTIVITIES:Increase in equity share capital (including share premium) 173.71 602.11 Proceeds from short term secured loan (net) 323.00 - Proceeds from long term secured loan 68,500.00 - Proceeds from short unsecured borrowings 26,407.40 12,303.50 Repayment of short unsecured borrowings (16,988.00) (13,214.68)Interest paid (gross) (2,615.20) (22.51)Dividend paid (including dividend distribution tax) (6,792.33) -

(C) 69,008.58 (331.58)

Net increase / (decrease) in cash and cash equivalents (A+B+C) (1,951.34) 2,286.38 Add: cash and cash equivalents at the beginning of the year 4,796.74 2,510.36 Cash and cash equivalents at the end of the year 2,845.40 4,796.74


STANDALONE CASH FLOW STATEMENT (CONTD.)

(` in Lakh)FOR THE YEAR ENDED MARCH 31, 2018 MARCH 31, 2017COMPONENTS OF CASH AND CASH EQUIVALENTS AS ATCash on hand 31.81 26.35 Balance with banks 1,177.72 1,967.23 Cheques on hand 82.42 - Fixed deposits with banks, having original maturity of three months or less

1,553.45 2,803.16

Cash and cash equivalents at the end of the year 2,845.40 4,796.74

RECONCILIATION STATEMENT OF CASH AND BANK BALANCE (` in Lakh)


Cash and cash equivalents at the end of the year as per above 2,845.40 4,796.74 Add: Balance with bank in dividend / unclaimed dividend accounts 2.64 2.13 Add: Fixed deposits with banks, having remaining maturity for less than twelve months

1,708.59 12,858.05

Add: Fixed deposits with banks (lien marked) 396.93 4,693.50 Less: Fixed deposit with banks, having remaining maturity for more than twelve months

(135.96) (459.80)

Cash and bank balance as per balance sheet (refer note 13 and 14) 4,817.60 21,890.62


(` in Lakh)


Non cash changes

Closing balance

Short term secured borrowings - 227.30 26.18 253.48 Long term secured borrowings - 67,814.67 49.51 67,864.18 Short term unsecured borrowings 9,950.00 9,419.40 - 19,369.40

9,950.00 77,461.37 75.69 87,487.06

(` in Lakh)


Non cash changes

Closing balance

Short term unsecured borrowings 10,861.18 (911.18) - 9,950.00 10,861.18 (911.18) - 9,950.00





DIN 03533268 M No. A19238


Private Placement Offer Letter Private and Confidential FOR ...‘Management’s perception of risk...

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