ANNUAL REPORT 2017 *This visual representation of the projects is not an advertisement and only for the purpose of information to the shareholders of the company as part of the Directors Report Projects registered under MahaRERA Sr. No. Project Name & Phase RERA Reg. No. 1 DB CROWN (Phase 1) (Tower A & B) P51900003268 2 DB CROWN (Phase 2) (Tower C) P51900006367 3 DB Ozone - Mira Bhayander P51700003433 4 DB Ozone - Mumbai P51800003202 5 DB Turf View P51900003617 6 DB Views (Shantinagar) P51900004016 7 One Mahalaxmi (Phase 1) (Tower A) P51900005216 8 One Mahalaxmi (Phase 2) (Tower B) P51900006299 9 Ten BKC - MIG P51800004889 10 DB Skypark - Andheri (E) P51800012155 11 DB Commercial (Solitaire Business Hub) (Phase 1) - Pune P52100004589 12 DB Commercial (Solitaire Business Hub) (Phase 2) - Pune P52100003455 INDEX About DB Realty 01 Corporate Information 05 Notice of Annual General Meeting and Explanatory Statement 07 Directors’ Report 20 Extract of Annual Return (MGT 9) 29 Management Discussion and Analysis 36 Corporate Governance Report 42 Secretarial Audit Report 59 Auditors’ Report 65 Balance Sheet 72 Statement of Profit and Loss 73 Cash Flow Statement 75 Notes to the Financial Statements 77 Auditors’ Report on Consolidated Financial Statements 149 Consolidated Balance Sheet 154 Consolidated Statement of Profit and Loss 155 Consolidated Cash Flow Statement 157 Notes Forming Part of Consolidated Financial Statements 159 Financial Information and Subsidiary Companies 249 3 D B REALTY LIMITED (ANNUAL REPORT 2016 - 17) 4 CORPORATE INFORMATION Board of Directors as on 31.03.2017 Mr. Vinod Goenka Chief Executive Officer (Chairman, Managing Director, Mr. Vipul Bansal Non-Independent Director) (upto 30.09.2016) Mr. Shahid Balwa Chief Finance Officer (Vice Chairman, Managing Director, Mr. N. M. Gattu (upto 31.08.2016) Non - Independent Director) Mr. A. Anil Kumar (w.e.f. 01.09.2016) Mr. Mahesh Gandhi Company Secretary and Compliance Officer (Independent Director) Mr. S.A.K. Narayanan Mr. Jagat Killawala Statutory Auditors (Independent Director) M/s. Haribhakti & Co. LLP Chartered Accountants Mr. Janak Desai General Counsel (Independent Director) M/s. Negandhi Shah & Himayatullah Advocates & Solicitors Mr. N.M. Rafique (Independent Director) Mr. Salim Balwa (Non-Independent Director) Mr. Jayvardhan Goenka (Non -Independent Director) Ms. Sunita Goenka (Non-Independent Director) Registered Office Mr. Omprakash Agrawal DB House, Gen. A. K. Vaidya Marg, (Independent Director, upto 27.05.2016) Goregaon (East), Mumbai – 400 063 Tel: +91 22 4077 8600 Fax: +91 22 2842 2444 Mr. Sundaram Rajagopal Website: www.dbrealty.co.in (Independent Director, w.e.f. 09.12.2016) CIN: L70200MH2007PLC166818 5 D B REALTY LIMITED (ANNUAL REPORT 2016 - 17) CORPORATE INFORMATION Board Committees: As on 31.03.2017 Audit Committee: Bankers: Mr. Mahesh Gandhi Oriental Bank of Commerce Mr. Shahid Balwa ICICI Bank Limited Mr. N. M. Rafique HDFC Bank Limited Mr. Omprakash Agrawal (Ceased to be member w.e.f. 27.05.2016) Finance & Investment Committee: Registrar & Share Transfer agent: Mr. Mahesh Gandhi Link Intime India Private Limited Mr. Vinod Goenka C-101, 247 Park, L.B.S. Marg, Mr. Jagat Killawala Gandhi Nagar, Vikhroli (West), Mumbai – 400 083 SEBI Registration No. INR000004058 Tel:+91 22 4918 6000 Fax: +91 22 4918 6060 Website: www.linkintime.co.in CIN: U67190MH1999PTC118368 Nomination & Remuneration Committee: Mr. Mahesh Gandhi Mr. Jagat Killawala Mr. Janak Desai Stakeholders Relationship Committee: Mr. Janak Desai Mr. Jagat Killawala Mr. Shahid Balwa CSR Committee: Mr. Mahesh Gandhi Mr. N. M. Rafique Mr. Jayvardhan Goenka 6 NOTICE NOTICE is hereby given that the 11th Annual General Meeting of the Members of the Company will be held on Friday, the 29th September, 2017 at 3.00 p.m. at Lakshdham High School Auditorium, Lakshdham High School, Gokuldham, Goregaon (East), Mumbai 400 063 to transact the following business: ORDINARY BUSINESS: 1. Adoption of the Financial Statements and Report thereon: To consider and adopt the audited financial statements (including audited consolidated financial statements) for the Financial Year ended 31st March, 2017 and the Reports of the Directors and Auditors thereon and to pass the following resolutions as Ordinary Resolutions: (a) “RESOLVED THAT the audited financial statement of the Company for the financial year ended March 31, 2017 and the Reports of the Board of Directors and Auditors thereon laid before the meeting be and are hereby considered and adopted.” (b) “RESOLVED THAT the audited consolidated financial statement of the Company for the financial year ended March 31, 2017 and the Reports of the Auditors thereon laid before the meeting be and are hereby considered and adopted.” 2. Appointment of Director in place of one retiring by rotation: To appoint Ms. Sunita Goenka (DIN: 01010145), who retires by rotation and being eligible, offers herself for re-appointment as a Director and in this regard to pass the following resolution as an Ordinary Resolution: “RESOLVED THAT Pursuant to the provisions of Section 152 of the Companies Act, 2013 Ms. Sunita Goenka (DIN: 01010145), who retires by rotation at this meeting and being eligible, has offered herself for re-appointment be and is hereby appointed as a Director of the Company, liable to retire by rotation.” 3. Appointment of Director in place of one retiring by rotation To appoint Mr. Salim Balwa (DIN:00017899), who retires by rotation and being eligible, offers himself for re-appointment as a Director and in this regard to pass the following resolution as an Ordinary Resolution: “RESOLVED THAT Pursuant to the provisions of Section 152 of the Companies Act, 2013 Mr. Salim Balwa (DIN:00017899), who retires by rotation at this meeting and being eligible, has offered himself for re-appointment be and is hereby appointed as a Director of the Company, liable to retire by rotation.” 4. Ratification of the appointment of Statutory Auditors: To consider and if thought fit, to pass the following Resolution as Ordinary Resolution: “RESOLVED THAT pursuant to the provisions of Section 139 and other applicable provisions, if any, of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules 2014, as amended from time to time, the members hereby ratify the appointment of Haribhakti & Co LLP, Chartered Accountants (Firm Registration No. 103523W) as Statutory Auditors of the Company to hold office from the conclusion of this 11th Annual General Meeting (AGM) till the conclusion of the 12th AGM and the Board of Directors is authorized to fix their remuneration.” SPECIAL BUSINESS: 5. Appointment of Mr. Sundaram Rajagopal as an Independent Director: To consider and if thought fit, to pass with or without modification(s) the following resolutions as Special Resolutions: “RESOLVED THAT Mr. Sundaram Rajagopal (DIN : 01951392), who was appointed as an Additional Director of the Company by the Board of Directors with effect from December 9, 2016 and who holds office up to date of this Annual General Meeting in terms of Section 161 of the Companies Act, 2013 and who is eligible for appointment and in respect of whom the Company has received notice in writing from a member under Section 160 of the Companies Act, 2013 proposing his candidature for the office of Director, be and is hereby appointed as Director of the Company.” “RESOLVED FURTHER THAT pursuant to the provisions of Sections 149,150 and 152 and other applicable provisions, if any, of the Companies Act, 2013, read with Schedule IV to the Act and the Companies (Appointment and Qualifications of Directors) Rules 2014, and SEBI ( Listing Obligations and Disclosure Requirements) Regulations 2015, as amended from time to time, Mr. Sundaram Rajagopal who has submitted a declaration that he meets the criteria for independence as provided in Section 149 (6) of the Act, and who is eligible for appointment be and is hereby appointed as an Independent Director of the Company, not liable to retire by rotation, for a period of five (5 ) consecutive years from December 9, 2016 till 8th December, 2021.” 6. Re-appointment of Mr. Vinod Goenka, as Executive Chairman cum Managing Director: To re-appoint Mr. Vinod Goenka (DIN : 00029033), as Executive Chairman cum Managing Director and in this regard to pass the following resolution as an Ordinary Resolution: 7 D B REALTY LIMITED (ANNUAL REPORT 2016 - 17) “RESOLVED THAT in accordance with the provisions of Sections 196, 197 and 203 read with Schedule V and other applicable provisions of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including any statutory modification(s) or reenactment(s) thereof for the time being in force), approval of the members be and is hereby accorded for the re-appointment of Mr. Vinod Goenka (DIN: 00029033) as Executive Chairman cum Managing Director for a period of five (5) years with effect from September 1, 2017 upto August 31, 2022 on the terms and conditions including remuneration as set out in the statement annexed to the Notice, with liberty to the Board of Directors which include the Nomination and Remuneration Committee of the Board of Directors to alter and vary the terms and conditions of the said re-appointment and / or remuneration as it may deem fit.” 7. Re-appointment of Mr. Shahid Balwa, as Executive Vice Chairman cum Managing Director: To re-appoint Mr. Shahid Balwa (DIN: 00016839), as Executive Vice Chairman cum Managing Director and in this regard to pass the following resolution as an Ordinary Resolution: “RESOLVED THAT in accordance with the provisions of Sections 196, 197 and 203 read with Schedule V and other applicable provisions of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including any statutory modification(s) or reenactment(s) thereof for the time being in force), approval of the members be and is hereby accorded for the re-appointment of Mr.