1 No: _______ Addressed to: _________________ (THIS PLACEMENT MEMORANDUM IS NEITHER A PROSPECTUS NOR A STATEMENT IN LIEU OF PROSPECTUS. THIS PLACEMENT MEMORANDUM HAS BEEN PREPARED IN CONFORMITY WITH SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE AND LISTING OF NON-CONVERTIBLE SECURITIES) REGULATIONS, 2021 ISSUED VIDE CIRCULAR NO. SEBI/LAD-NRO/GN/2021/39 DATED AUGUST 09, 2021, AS AMENDED FROM TIME TO TIME, THE SECURITIES AND EXCHANGE BOARD OF INDIA (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015 ISSUED VIDE CIRCULAR NO. SEBI/LAD-NRO/GN/2015-16/013 DATED SEPTEMBER 02, 2015, AS AMENDED FROM TIME TO TIME, SECTION 42 OF THE COMPANIES ACT, 2013 AND THE COMPANIES (PROSPECTUS AND ALLOTMENT OF SECURITIES) RULES, 2014). TATA REALTY AND INFRASTRUCTURE LIMITED A public company with limited liability incorporated on March 02, 2007 under the Companies Act, 1956 Corporate identification number: U70102MH2007PLC168300, Permanent Account Number: AACCT6242L; Tel No: 022 6661 4444; Email ID: [email protected]; Registered Office & Corporate Office: E Block, Voltas Premises, T. B. Kadam Marg Chinchpokli, Mumbai, MH - 400033; Website: www.tatarealty.in PLACEMENT MEMORANDUM FOR ISSUE OF 3000 (THREE THOUSAND) RATED, UNSECURED, REDEEMABLE, LISTED NON-CONVERTIBLE DEBENTURES (“DEBENTURES”) OF A FACE VALUE OF Rs. 10,00,000 (RUPEES TEN LAKHS ONLY) EACH AGGREGATING UPTO Rs. 300,00,00,000 (RUPEES THREE HUNDRED CRORES ONLY) (“ISSUE SIZE”) BY TATA REALTY AND INFRASTRUCTURE LIMITED (THE “ISSUER” OR “COMPANY”) ON A PRIVATE PLACEMENT BASIS (“ISSUE”). THIS ISSUANCE WOULD BE UNDER THE ELECTRONIC BOOK MECHANISM FOR ISSUANCE OF DEBT SECURITIES ON A PRIVATE PLACEMENT BASIS AS PER THE SEBI ELECTRONIC BOOK MECHANISM GUIDELINES (AS DEFINED HEREINAFTER). THE ISSUER INTENDS TO USE THE BSE - BOND EBP PLATFORM. THIS PLACEMENT MEMORANDUM IS BEING UPLOADED ON THE BSE BOND-EBP PLATFORM TO COMPLY WITH THE SEBI ELECTRONIC BOOK MECHANISM GUIDELINES AND AN OFFER WILL BE MADE BY ISSUE OF THE PLACEMENT MEMORANDUM AFTER COMPLETION OF THE BIDDING PROCESS ON ISSUE/BID CLOSING DATE, TO SUCCESFUL BIDDER IN ACCORDANCE WITH THE PROVISIONS OF THE COMPANIES ACT, 2013 AND RELATED RULES. THE ELIGBLE INVESTORS ARE: (A) TRUST; (B) PORTFOLIO MANAGERS REGISTERED WITH SEBI; (C) ASSOCIATION OF PERSONS; (D) COMPANIES AND BODIES CORPORATE INCLUDING PUBLIC SECTOR UNDERTAKINGS; (E) COMMERCIAL BANKS; (F) FINANCIAL INSTITUTIONS; (G) INSURANCE COMPANIES; (H) MUTUAL FUNDS; (I) FOREIGN PORTFOLIO INVESTORS; (J) OTHER FOREIGN ENTITIES ALLOWED BY SEBI AND RBI; (K) ALL QIBS; (L) ANY NON-QIB INVESTORS SPECIFICALLY MAPPED BY THE ISSUER ON THE BSE BOND- EBP PLATFORM; (M) ANY OTHER INVESTOR ELIGIBLE TO INVEST IN THESE DEBENTURES. THE PRESENT ISSUE OF DEBENTURES IS NOT UNDERWRITTEN. PRIVATE & CONFIDENTIAL THIS PLACEMENT MEMORANDUM DATED _______APRIL 2022 IS PREPARED IN CONFORMITY WITH THE SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE AND LISTING OF NON-CONVERTIBLE SECURITIES) REGULATIONS, 2021. GENERAL RISK AS THE ISSUE IS BEING MADE ON A PRIVATE PLACEMENT BASIS, THIS PLACEMENT MEMORANDUM HAS NOT BEEN CLEARED BY SEBI. THE ISSUE HAS NOT BEEN RECOMMENDED OR APPROVED BY SEBI, NOR DOES SEBI GUARANTEE THE ACCURACY OR ADEQUACY OF THIS PLACEMENT MEMORANDUM. INVESTMENTS IN NON-CONVERTIBLE SECURITIES INVOLVES A DEGREE OF RISK AND INVESTORS SHOULD NOT INVEST ANY FUNDS IN SUCH SECURITIES, UNLESS THEY CAN AFFORD TO TAKE RISKS ATTACHED TO SUCH INVESTMENTS. INVESTORS ARE ADVISED TO TAKE AN INFORMED DECISION AND TO READ THE RISK FACTORS CAREFULLY BEFORE INVESTING IN THIS OFFERING. FOR TAKING ANY INVESTMENT DECISION, INVESTORS MUST RELY ON THEIR EXAMINATION OF THE ISSUE INCLUDING RISKS INVOLVED IN IT. SPECIFIC ATTENTION OF INVESTORS IS INVITED TO STATEMENT OF RISK FACTORS CONTAINED UNDER SECTION 3 OF THIS PLACEMENT MEMORANDUM. THESE RISKS ARE NOT AND ARE NOT INTEDTENDED TO BE A COMPLETE LIST OF ALL RISKS AND CONSIDERATIONS RELEVANT TO THE NON-CONVERTIBLE SECURITIES OR INVESTOR’S DECISION TO PURCHASE SUCH SECURITIES. CREDIT RATING THE DEBENTURES HAVE BEEN RATED AA STABLE BY ICRA LIMITED FOR AN AMOUNT UP TO Rs. 3000,00,00,000/- (RUPEES THREE THOUSAND CRORE ONLY) VIDE ITS LETTER DATED APRIL 05, 2022 THE ABOVE RATING IS NOT A RECOMMENDATION TO BUY, SELL OR HOLD SECURITIES AND INVESTORS SHOULD TAKE THEIR OWN DECISIONS. THE RATING MAY BE SUBJECT TO REVISION OR WITHDRAWAL AT ANY TIME BY THE ASSIGNING RATING AGENCY AND THE RATING SHOULD BE EVALUATED INDEPENDENTLY OF ANY OTHER RATING. THE RATING AGENCY HAS THE RIGHT TO SUSPEND, WITHDRAW THE RATING AT ANY TIME ON THE BASIS OF NEW INFORMATION ETC. PLEASE REFER TO ANNEXURE II OF THIS PLACEMENT MEMORANDUM FOR RATIONALE FOR THE ABOVE RATING. DETAILS OF THE PROMOTER NAME: TATA SONS PRIVATE LIMITED, TELEPHONE: 91 (22) 6665 8282 EMAIL ID: [email protected]LISTING THE DEBENTURES ARE PROPOSED TO BE LISTED ON THE WHOLESALE DEBT MARKET (“WDM”) SEGMENT OF THE BSE LIMITED (“DESIGNATED STOCK EXCHANGE”). THE ISSUER SHALL COMPLY WITH THE REQUIREMENTS OF THE SEBI LODR REGULATIONS (AS DEFINED HEREINAFTER) TO THE EXTENT APPLICABLE TO IT ON A CONTINUOUS BASIS. PLEASE REFER TO ANNEXURE XII TO THIS PLACEMENT MEMORANDUM FOR THE ‘IN-PRINCIPLE’ LISTING APPROVAL FROM THE STOCK EXCHANGE. DETAILS OF KMPS MANAGING DIRECTOR & CEO COMPLIANCE OFFICER & COMPANY SECRETARY Mr. Sanjay Dutt Telephone No: 022 6661 4444 Email id: [email protected]Ms. Rashmi Jain Telephone No: 022 6661 4444 Email id: [email protected]DEBENTURE TRUSTEE REGISTRAR TO THE ISSUE CREDIT RATING AGENCY IDBI Trusteeship Services Limited Asian Building, Ground Floor, 17, R. Kamani Marg, Ballard Estate, Mumbai-400001 Contact Person: Mr. Nilesh Palav Website: www.idbitrustee.com Universal Capital Securities Private Limited (Formerly known as Mondkar Computers Pvt Ltd.) Address: 21, Shakil Niwas, Opp. Satya Saibaba Temple, Mahakali Caves Road, Andheri (East), Mumbai – 400 093 Tel :+91 (22) 2820 7203-05 / 2825 7641 F: +91 22 2820 7207 Email: [email protected]Contact Person: Mr. Ravindra Utekar Website: www.unisec.in ICRA Limited B-710, Statesman House 148, Barakhamba Road New Delhi – 110001 Tel No. +91 40 40676500 E-mail- [email protected]Website: www.icra.in ISSUE SCHEDULE ISSUE / BID OPENING DATE ISSUE / BID CLOSING DATE PAY-IN DATE DEEMED DATE OF ALLOTMENT April 22, 2022 (11:00 am) April 22, 2022 (12:00 noon) April 25, 2022 April 25, 2022 The Issuer reserves the right to change the Issue programme including the Deemed Date of Allotment (as defined hereinafter) at its sole discretion in accordance with the timelines specified in the Operational Guidelines, without giving any reasons or prior notice. The Issue will be open for bidding as per bidding window that would be communicated through BSE BOND-EBP Platform. Coupon Rate Payment Frequency Redemption Date Redemption Amount To be Decided via bidding (Rate Discovery) Annually and on Redemption 26 May, 2023 Rs. 10,00,000/- per Debenture. The issue of Debentures shall be subject to the provisions of the Companies Act, 2013, as amended (the “Companies Act”), the rules notified thereunder, the Memorandum and Articles of Association of the Issuer, SEBI Debt Regulations, SEBI LODR Regulations, the terms and conditions of this Placement Memorandum filed with the Designated Stock Exchange, the Application Form, the Debenture Trust Deed and other documents in relation to such Issue. Capitalized terms used here have the meaning ascribed to them in this Placement Memorandum.
Transcript
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No: _______ Addressed to: _________________ (THIS PLACEMENT MEMORANDUM IS NEITHER A PROSPECTUS NOR A STATEMENT IN LIEU OF PROSPECTUS. THIS PLACEMENT MEMORANDUM HAS BEEN PREPARED IN CONFORMITY WITH SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE AND LISTING OF NON-CONVERTIBLE SECURITIES) REGULATIONS, 2021 ISSUED VIDE CIRCULAR NO. SEBI/LAD-NRO/GN/2021/39 DATED AUGUST 09, 2021, AS AMENDED FROM TIME TO TIME, THE SECURITIES AND EXCHANGE BOARD OF INDIA (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015 ISSUED VIDE CIRCULAR NO. SEBI/LAD-NRO/GN/2015-16/013 DATED SEPTEMBER 02, 2015, AS AMENDED FROM TIME TO TIME, SECTION 42 OF THE COMPANIES ACT, 2013 AND THE COMPANIES (PROSPECTUS AND ALLOTMENT OF SECURITIES) RULES, 2014).
TATA REALTY AND INFRASTRUCTURE LIMITED
A public company with limited liability incorporated on March 02, 2007 under the Companies Act, 1956 Corporate identification number: U70102MH2007PLC168300, Permanent Account Number: AACCT6242L; Tel No: 022 6661 4444; Email ID:
[email protected]; Registered Office & Corporate Office: E Block, Voltas Premises, T. B. Kadam Marg Chinchpokli, Mumbai, MH - 400033; Website: www.tatarealty.in
PLACEMENT MEMORANDUM FOR ISSUE OF 3000 (THREE THOUSAND) RATED, UNSECURED, REDEEMABLE, LISTED NON-CONVERTIBLE DEBENTURES (“DEBENTURES”) OF A FACE VALUE OF Rs. 10,00,000 (RUPEES TEN LAKHS ONLY) EACH AGGREGATING UPTO Rs. 300,00,00,000 (RUPEES THREE HUNDRED CRORES ONLY) (“ISSUE SIZE”) BY TATA REALTY AND INFRASTRUCTURE LIMITED (THE “ISSUER” OR “COMPANY”) ON A PRIVATE PLACEMENT BASIS (“ISSUE”). THIS ISSUANCE WOULD BE UNDER THE ELECTRONIC BOOK MECHANISM FOR ISSUANCE OF DEBT SECURITIES ON A PRIVATE PLACEMENT BASIS AS PER THE SEBI ELECTRONIC BOOK MECHANISM GUIDELINES (AS DEFINED HEREINAFTER). THE ISSUER INTENDS TO USE THE BSE - BOND EBP PLATFORM. THIS PLACEMENT MEMORANDUM IS BEING UPLOADED ON THE BSE BOND-EBP PLATFORM TO COMPLY WITH THE SEBI ELECTRONIC BOOK MECHANISM GUIDELINES AND AN OFFER WILL BE MADE BY ISSUE OF THE PLACEMENT MEMORANDUM AFTER COMPLETION OF THE BIDDING PROCESS ON ISSUE/BID CLOSING DATE, TO SUCCESFUL BIDDER IN ACCORDANCE WITH THE PROVISIONS OF THE COMPANIES ACT, 2013 AND RELATED RULES. THE ELIGBLE INVESTORS ARE: (A) TRUST; (B) PORTFOLIO MANAGERS REGISTERED WITH SEBI; (C) ASSOCIATION OF PERSONS; (D) COMPANIES AND BODIES CORPORATE INCLUDING PUBLIC SECTOR UNDERTAKINGS; (E) COMMERCIAL BANKS; (F) FINANCIAL INSTITUTIONS; (G) INSURANCE COMPANIES; (H) MUTUAL FUNDS; (I) FOREIGN PORTFOLIO INVESTORS; (J) OTHER FOREIGN ENTITIES ALLOWED BY SEBI AND RBI; (K) ALL QIBS; (L) ANY NON-QIB INVESTORS SPECIFICALLY MAPPED BY THE ISSUER ON THE BSE BOND- EBP PLATFORM; (M) ANY OTHER INVESTOR ELIGIBLE TO INVEST IN THESE DEBENTURES. THE PRESENT ISSUE OF DEBENTURES IS NOT UNDERWRITTEN.
PRIVATE & CONFIDENTIAL THIS PLACEMENT MEMORANDUM DATED _______APRIL 2022 IS PREPARED IN CONFORMITY WITH THE SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE AND LISTING OF NON-CONVERTIBLE SECURITIES) REGULATIONS, 2021.
GENERAL RISK AS THE ISSUE IS BEING MADE ON A PRIVATE PLACEMENT BASIS, THIS PLACEMENT MEMORANDUM HAS NOT BEEN CLEARED BY SEBI. THE ISSUE HAS NOT BEEN RECOMMENDED OR APPROVED BY SEBI, NOR DOES SEBI GUARANTEE THE ACCURACY OR ADEQUACY OF THIS PLACEMENT MEMORANDUM. INVESTMENTS IN NON-CONVERTIBLE SECURITIES INVOLVES A DEGREE OF RISK AND INVESTORS SHOULD NOT INVEST ANY FUNDS IN SUCH SECURITIES, UNLESS THEY CAN AFFORD TO TAKE RISKS ATTACHED TO SUCH INVESTMENTS. INVESTORS ARE ADVISED TO TAKE AN INFORMED DECISION AND TO READ THE RISK FACTORS CAREFULLY BEFORE INVESTING IN THIS OFFERING. FOR TAKING ANY INVESTMENT DECISION, INVESTORS MUST RELY ON THEIR EXAMINATION OF THE ISSUE INCLUDING RISKS INVOLVED IN IT. SPECIFIC ATTENTION OF INVESTORS IS INVITED TO STATEMENT OF RISK FACTORS CONTAINED UNDER SECTION 3 OF THIS PLACEMENT MEMORANDUM. THESE RISKS ARE NOT AND ARE NOT INTEDTENDED TO BE A COMPLETE LIST OF ALL RISKS AND CONSIDERATIONS RELEVANT TO THE NON-CONVERTIBLE SECURITIES OR INVESTOR’S DECISION TO PURCHASE SUCH SECURITIES.
CREDIT RATING THE DEBENTURES HAVE BEEN RATED AA STABLE BY ICRA LIMITED FOR AN AMOUNT UP TO Rs. 3000,00,00,000/- (RUPEES THREE THOUSAND CRORE ONLY) VIDE ITS LETTER DATED APRIL 05, 2022 THE ABOVE RATING IS NOT A RECOMMENDATION TO BUY, SELL OR HOLD SECURITIES AND INVESTORS SHOULD TAKE THEIR OWN DECISIONS. THE RATING MAY BE SUBJECT TO REVISION OR WITHDRAWAL AT ANY TIME BY THE ASSIGNING RATING AGENCY AND THE RATING SHOULD BE EVALUATED INDEPENDENTLY OF ANY OTHER RATING. THE RATING AGENCY HAS THE RIGHT TO SUSPEND, WITHDRAW THE RATING AT ANY TIME ON THE BASIS OF NEW INFORMATION ETC. PLEASE REFER TO ANNEXURE II OF THIS PLACEMENT MEMORANDUM FOR RATIONALE FOR THE ABOVE RATING.
DETAILS OF THE PROMOTER NAME: TATA SONS PRIVATE LIMITED, TELEPHONE: 91 (22) 6665 8282 EMAIL ID: [email protected]
LISTING THE DEBENTURES ARE PROPOSED TO BE LISTED ON THE WHOLESALE DEBT MARKET (“WDM”) SEGMENT OF THE BSE LIMITED (“DESIGNATED STOCK EXCHANGE”). THE ISSUER SHALL COMPLY WITH THE REQUIREMENTS OF THE SEBI LODR REGULATIONS (AS DEFINED HEREINAFTER) TO THE EXTENT APPLICABLE TO IT ON A CONTINUOUS BASIS. PLEASE REFER TO ANNEXURE XII TO THIS PLACEMENT MEMORANDUM FOR THE ‘IN-PRINCIPLE’ LISTING APPROVAL FROM THE STOCK EXCHANGE.
DETAILS OF KMPS MANAGING DIRECTOR & CEO COMPLIANCE OFFICER & COMPANY SECRETARY Mr. Sanjay Dutt Telephone No: 022 6661 4444 Email id: [email protected]
ISSUE SCHEDULE ISSUE / BID OPENING DATE ISSUE / BID CLOSING DATE PAY-IN DATE DEEMED DATE OF ALLOTMENT
April 22, 2022 (11:00 am) April 22, 2022 (12:00 noon) April 25, 2022 April 25, 2022 The Issuer reserves the right to change the Issue programme including the Deemed Date of Allotment (as defined hereinafter) at its sole discretion in accordance with the timelines specified in the Operational Guidelines, without giving any reasons or prior notice. The Issue will be open for bidding as per bidding window that would be communicated through BSE BOND-EBP Platform.
Coupon Rate Payment Frequency Redemption Date Redemption Amount To be Decided via bidding (Rate Discovery) Annually and on Redemption 26 May, 2023 Rs. 10,00,000/- per Debenture.
The issue of Debentures shall be subject to the provisions of the Companies Act, 2013, as amended (the “Companies Act”), the rules notified thereunder, the Memorandum and Articles of Association of the Issuer, SEBI Debt Regulations, SEBI LODR Regulations, the terms and conditions of this Placement Memorandum filed with the Designated Stock Exchange, the Application Form, the Debenture Trust Deed and other documents in relation to such Issue. Capitalized terms used here have the meaning ascribed to them in this Placement Memorandum.
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TABLE OF CONTENTS
SECTION 1: DEFINITIONS AND ABBREVIATIONS 3
SECTION 2: NOTICE TO INVESTORS AND DISCLAIMERS 8
SECTION 3: RISK FACTORS 12
SECTION 4: FINANCIAL STATEMENTS 20
SECTION 5: REGULATORY DISCLOSURES 21
SECTION 6: DISCLOSURES PERTAINING TO WILFUL DEFAULT 59
SECTION 7: TRANSACTION DOCUMENTS AND KEY TERMS 60
SECTION 8: OTHER INFORMATION AND APPLICATION PROCESS 72
ANNEXURE I: TERM SHEET 83
ANNEXURE II: RATING LETTER FROM THE RATING AGENCY 84
ANNEXURE III: CONSENT LETTER FROM THE DEBENTURE TRUSTEE 85
ANNEXURE IV: APPLICANT AND APPLICANT DETAILS 86
ANNEXURE V: LAST AUDITED FINANCIAL STATEMENTS 89
ANNEXURE VI: INDICATIVE CASHFLOW SCHEDULE 90
ANNEXURE VII: BOARD RESOLUTIONS 91
ANNEXURE VIII: SHAREHOLDERS’ RESOLUTIONS 92
ANNEXURE IX: RELATED PARTY TRANSACTIONS ENTERED DURING THE LAST 3 (THREE) FINANCIAL YEARS IMMEDIATELY PRECEDING THE YEAR OF ISSUE OF THIS OFFER LETTER INCLUDING WITH REGARD TO LOANS MADE OR, GUARANTEES GIVEN OR SECURITIES PROVIDED 93
ANNEXURE X: COLUMNAR REPRESENTATION OF THE AUDITED FINANCIAL STATEMENTS 94
ANNEXURE XI: DETAILS OF SHAREHOLDING OF THE COMPANY 97
ANNEXURE XII: IN PRINCIPLE APPROVAL 98
ANNEXURE XIII: REMUNERATION OF DIRECTORS 99
ANNEXURE XIV: DETAILS OF LITIGATIONS 101
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SECTION 1: DEFINITIONS AND ABBREVIATIONS Unless the context otherwise indicates or requires, the following terms shall have the meanings given below in this Placement Memorandum. Act means the Companies Act, 2013 (as may be applicable) as amended from
time to time and the Companies Act, 1956 to the extent not repealed. Allot/Allotment/Allotted Unless the context otherwise requires or implies, the allotment of the
Debentures pursuant to this Issue. Application Form The form used by the recipient of this Placement Memorandum, to apply
for subscription to the Debentures, which is annexed to this Placement Memorandum and marked as Annexure IV.
Applicable Law includes all applicable statutes, enactments or acts of any legislative body in India, laws, ordinances, rules, bye laws, regulations, notifications, guidelines, policies, directions, directives and orders of any Governmental Authority and any modifications or re-enactments thereof.
Beneficial Owners means the Debenture Holders of the Debentures in dematerialized form whose name is recorded as such with the Depository.
Board/Board of Directors The Board of Directors of the Issuer. BSE BSE Limited. Business Day means any day (other than a Saturday/Sunday or a bank holiday) on which
banks are normally open for business in Mumbai and “Business Days” shall be construed accordingly.
Rate of Return As specified under Section 5.27 Rate of Return Reset Date
Non-Convertible Debentures of the face value of Rs. 10,00,000/- (Rupees Ten Lakhs only) each aggregating to Rs. 300,00,00,000/- (Rupees Three Hundred Crore only).
Debenture Holders / Investors
means initially the Persons to whom the Placement Memorandum has been issued to and who have subscribed to the Debentures in the primary market and thereafter shall mean and include any Person to whom the Debentures are transferred, all of whom fulfil the following requirements: (i) Persons who are registered as Beneficial Owners; or (ii) Persons who are registered as debenture holders in the Register
of Debenture Holders; (and shall include registered transferees of the Debentures from time to time with the Issuer and the Depository) and in the event of any inconsistency between sub paragraph (i) and (ii) above, sub paragraph (i) shall prevail
Deemed Date of Allotment
means the date on which Debentures are deemed to be allotted to the Debenture Holders, which is April 25, 2022
Debenture Trustee IDBI Trusteeship Services Limited a company established under the Companies Act, 1956 and having its registered office at Asian Building, Ground Floor, 17, R. Kamani Marg, Ballard Estate, Mumbai-400001
Debenture Trustee Agreement
Agreement executed by and between the Debenture Trustee and the Company inter alia for the purposes of appointment of the Debenture Trustee to act as debenture trustee in connection with the issuance of the Debentures.
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Debenture Trust Deed The debenture trust deed executed/to be executed by and between the Debenture Trustee and the Company inter alia setting out the terms upon which the Debentures are being issued and shall include the representations and warranties and the covenants to be provided by the Issuer.
Default Interest Shall have the meaning assigned to the term in Section 5.27 of this Placement Memorandum
Demat Refers to dematerialized securities which are securities that are in electronic form, and not in physical form, with the entries noted by the Depository.
Depositories Act The Depositories Act, 1996, as amended from time to time. Depository means the depository with whom the Issuer has made arrangements for
dematerializing the Debentures, namely NSDL and CDSL. Depository Participant / DP
A depository participant as defined under the Depositories Act
Director(s) Board of Director(s) of the Issuer. Placement Memorandum This document which sets out the information regarding the Debentures
being issued on a private placement basis. DP ID Depository Participant Identification Number. Due Date means any date on which any Payment in relation to the Debentures
becomes due and payable to the Debenture Holders in accordance with the terms of the Transaction Documents
EFT Electronic Fund Transfer. Financial Indebtedness in relation to the Issuer, includes any obligation (whether incurred as
principal or surety) for or in respect of:
(i) monies borrowed;
(ii) any amount availed of by acceptance of any credit facility, bill acceptance or bill endorsement facility or dematerialised equivalent;
(iii) any amount raised pursuant to the issuance of any notes, bonds, debentures, loan stock or any other similar securities or instruments;
(iv) the amount of any liability in respect of any lease or hire purchase contract which would, in accordance with the generally accepted principles of accounting in India, be treated as a finance or capital lease;
(v) receivables sold or discounted (other than any receivables sold in the ordinary course of business or to the extent that they are sold on a non-recourse basis);
(vi) any amount raised under any other transaction (including any forward sale or purchase agreement) having the commercial effect of a borrowing;
(vii) 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);
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(viii) 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;
(ix) 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;
(x) any put option, guarantees, shortfall undertaking, keep fit letter(s), letter of comfort, etc by whatever name called, which gives or may give rise to any financial obligation(s);
(xi) any preference shares (excluding any compulsorily convertible preference shares);
(xii) (A) any shares which are expressed to be redeemable; or (B) any shares or instruments convertible into shares which are the subject of a put option or any form of buyback guarantee granted by the Company issuing such shares or convertible instruments;
(xiii) (without double counting) the amount of any liability in respect of any guarantee or indemnity for any of the items referred to in paragraphs (i) to (xii) above;
(xiv) Notwithstanding the items in paragraphs (i) to (xiii) above, all obligations of any person from time to time (whether present or future, actual or contingent, as principal or surety or otherwise) for the payment or repayment of money.
Financial Year/ FY shall mean the accounting period commencing from April 1st of each year till March 31st of the next year.
Final Settlement Date shall mean the date on which the Debentures have been redeemed in full in accordance with the terms of the Transaction Documents and the Debenture Trustee (acting on the instructions of the Debenture Holders) has provided a written confirmation of the same to the Issuer (with a copy marked to the Debenture Holders).
Governmental Authority shall include the President of India, the Government of India, the Governor and the Government of any State in India, any ministry or department of the same, any municipal or local government, any authority or private body exercising powers conferred by Applicable Law and any court, tribunal or other judicial or quasi-judicial body, and shall include, without limitation, a stock exchange and any regulatory body;
IBC The Insolvency and Bankruptcy Code, 2016, and the rules and regulations made thereunder which are in effect from time to time and shall include any other statutory amendment or re-enactment thereof.
Issue Private placement of the Debentures. Issue Closing Date April 22, 2022 (12:00 noon) Issue Opening Date April 22, 2022 (11:00 am) Issuer/ Company Tata Realty and Infrastructure Limited, a company incorporated in India
under the Companies Act, 1956 and validly existing as a company for the purposes of Companies Act 2013 with corporate identity number U70102MH2007PLC168300 and having its registered office at E Block, Voltas Premises, T. B. Kadam Marg Chinchpokli, Mumbai, MH - 400033
Majority Debenture Holders
shall mean such number of Debenture Holders whose participation or share in the principal amount(s) outstanding with respect to the
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Debentures aggregate to more than 75% (Seventy Five Percent) of the value of the nominal amount of the Debentures for the time being outstanding.
Management Control shall in relation to any person, mean: (i) holding by any other person, directly or indirectly, of more than 51% of the voting share capital of the said person; and (ii) ability of that other person to direct or cause direction of the management and policies of the said person, whether by operation or law or by contract or otherwise; and (iii) ability of that other person to appoint majority of the Board of Directors of the said person.
Maturity Date Shall mean 26 May, 2023, subject to exercise of early redemption of Debentures upon occurrence of an Event of Default.
N.A. Not Applicable. NSDL National Securities Depository Limited. Operational Circular The circular no. SEBI/HO/DDHS/P/CIR/2021/613 issued by SEBI on
August 10, 2021, as may be amended, clarified or updated from time to time.
PAN Permanent Account Number. Payments means any and all payments to be made by the Issuer in relation to the
Issue and the Debentures including the Principal Amount, Default Interest, remuneration of the Debenture Trustee, liquidated damages, if any, and all fees, costs, charges, Expenses and other monies payable in terms of the Transaction Documents.
Principal Amount means the aggregate paid up face value of the Debentures. QIB Shall have the meaning as defined under Regulation 2 (ss) of SEBI (Issue
of Capital and Disclosure Requirements) Regulations, 2018, as amended and replaced from time to time.
RBI Reserve Bank of India. Rating Agency ICRA Limited Record Date shall mean the date which will be used for determining the Debenture
Holders who shall be entitled to receive the amounts due on any Due Date, which shall be the date falling 14 (Fourteen) days prior to any Due Date. In addition, it is clarified that the Record Date will always be determined with reference to the original Due Date irrespective of whether the original Due Date falls on a Business Day or not.
Coupon Rate As mentioned under Section 5.27 R&T Agent Registrar and Transfer Agent to the Issue, in this case being Universal
Capital Securities Private Limited (Formerly known as Mondkar Computers Pvt Ltd.)
ROC Registrar of Companies. Rs. Indian Rupee. RTGS Real Time Gross Settlement. SEBI Securities and Exchange Board of India constituted under the Securities
and Exchange Board of India Act, 1992 (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 SEBI in Chapter VI (Electronic Book Provider platform) of the Operational Circular dated August 10, 2021 (bearing reference number SEBI/HO/DDHS/P/CIR/2021/613) and the related operational guidelines issued by the concerned Electronic Book Provider, as may be amended, clarified or updated from time to time.
SEBI NCS Regulations The Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) Regulations, 2021, issued by SEBI, as amended from time to time.
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Stock Exchange BSE Limited Tata Group shall mean: (i) Tata Sons Private Limited; (ii) entities where Tata Sons
Private Limited holds more than 51% (Fifty One Percent) of the shareholding.
Tata Sons Tata Sons Private Limited, a company registered under the provisions of the Companies Act, 1956 and having its registered office at Bombay House, 24, Homi Mody Street, Mumbai – 400 001.
Tax or Taxes shall include any and all present or future, direct or indirect, claims for tax, levy, impost, duty, cess, statutory due or other charge of a similar nature (including any penalty or interest payable in connection with any failure to pay or any delay in paying any of the same) including on gross receipts, sales, turn-over, value addition, use, consumption, property, service, income, franchise, capital, occupation, license, excise, documents (such as stamp duties) and customs and other taxes, duties, assessments, or fees, however imposed, withheld, levied, or assessed by any Governmental Authority, but shall not include tax on the income of any Party.
TDS Tax Deducted at Source. Transaction Documents shall mean the documents executed in relation to the Debentures and shall
include the Placement Memorandum, the Debenture Trust Deed, the Debenture Trustee Agreement, the documents to be executed to record the creation of security, if any, rating letter and rating rationale, letter of appointment of registrar & transfer agent, consent letter from Debenture Trustee as well as any other documents that may be designated by the Debenture Trustee as a Transaction Document.
WDM Wholesale Debt Market. Wilful Defaulter An issuer who is categorized as a wilful defaulter by any Bank or financial
institution or consortium thereof, in accordance with the guidelines on wilful defaulters issued by the Reserve Bank of India and includes an issuer whose director or promoter is categorized as such in accordance with Regulation 2(ss) of SEBI NCS Regulations.
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SECTION 2: NOTICE TO INVESTORS AND DISCLAIMERS
2.1 ISSUER’S DISCLAIMER
This Placement 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 Act. The issue of the Debentures to be listed on the WDM segment of the BSE 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 Placement Memorandum does not constitute and shall not be deemed to constitute an offer or invitation to subscribe to the Debentures to the public in general. As per the applicable provisions, it is not necessary for a copy of this Placement Memorandum to be filed or submitted to the SEBI for its review and/or approval. This Placement Memorandum has been prepared in conformity with the SEBI NCS Regulations as amended from time to time. This Placement 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 Placement Memorandum does not purport to contain all the information that any eligible investor may require. Further, this Placement Memorandum has been prepared for informational 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 Placement 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 Placement 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 analyse 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 Placement 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 Placement 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 been authorized by the Issuer. The Issuer certifies that the disclosures made in this Placement Memorandum are adequate and in conformity with the SEBI NCS Regulations. Further, the Issuer accepts no responsibility for statements made otherwise than in the Placement 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 Placement Memorandum would be doing so at its own risk. This Placement 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 Investors are required to comply with the relevant regulations/guidelines applicable to them for investing in this Issue. The contents of this Placement 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.
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No invitation is being made to any person other than those to whom Application Forms along with this Placement Memorandum being issued have been sent. Any application by a person to whom the Placement Memorandum has not been sent by the Issuer shall be rejected without assigning any reason. The person who is in receipt of this Placement 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 Placement 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 Placement Memorandum) without retaining any copies hereof. If any recipient of this Placement Memorandum decides not to participate in the Issue, that recipient must promptly return this Placement 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 Placement Memorandum to reflect subsequent events after the date of Placement Memorandum 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 Placement 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 Placement 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 Placement Memorandum in any jurisdiction where such action is required. Persons into whose possession this Placement Memorandum comes are required to inform themselves about and to observe any such restrictions. The Placement Memorandum is made available to potential Investors in the Issue on the strict understanding that it is confidential. 2.2 Issuer’s absolute responsibility
2.3 DISCLAIMER BY THE TRUSTEE
The Issuer confirms that all necessary disclosures have been made in the Placement Memorandum including but not limited to statutory and other regulatory disclosures. Investors should carefully read and note the contents of the Placement Memorandum. Each prospective investor should make its own independent assessment of the merit of the investment in the Debentures and the Issuer. Prospective 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
The Issuer, having made all reasonable inquiries, accepts responsibility for and confirms that this Placement Memorandum 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 the Placement Memorandum is true and correct in all material aspects and is not misleading, that the opinions and intentions expressed herein are honestly stated and that there are no other facts, the omission of which make this document as a whole or any of such information or the expression of any such opinion or intentions misleading.
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appropriate resources to analyse such investment and suitability of such investment to such investor’s particular circumstance. Prospective investors are required to make their own independent evaluation and judgment before making the investment and are believed to be experienced in investing in debt markets and are able to bear the economic risk of investing in such instruments. The Trustees, ipso facto do not have the obligations of a borrower or a principal debtor or as to the monies paid/invested by investors for the Debentures. 2.4 DISCLAIMER CLAUSE OF STOCK EXCHANGES
As required, a copy of this Placement Memorandum has been filed with the BSE in terms of the SEBI NCS Regulations. It is to be distinctly understood that submission of this Placement Memorandum to the BSE should not in any way be deemed or construed to mean that this Placement Memorandum has been reviewed, cleared, or approved by the BSE; nor does the BSE in any manner warrant, certify or endorse the correctness or completeness of any of the contents of this Placement Memorandum, nor does the BSE warrant that the Issuer’s Debentures will be listed or will continue to be listed on the BSE; nor does the BSE take any responsibility for the soundness of the financial and other conditions of the Issuer, its promoters, its management or any scheme or project of the Issuer. 2.5 DISCLAIMER CLAUSE OF SEBI
As per the provisions of the SEBI NCS Regulations, it is not stipulated that a copy of this Placement Memorandum has to be filed with or submitted to the SEBI for its review / approval. It is to be distinctly understood that this Placement 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 Placement Memorandum. 2.6 DISCLAIMER IN RESPECT OF JURISDICTION
This Issue is made in India to Investors as specified under the clause titled “Eligible Investors” of this Placement Memorandum, who shall be/have been identified upfront by the Issuer. This Placement 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 Placement 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. 2.7 DISCLAIMER IN RESPECT OF RATING AGENCY
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. 2.8 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
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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 Investors on the Deemed Date of Allotment after verification of the Application Form and the accompanying documents, in accordance with the SEBI Electronic Book Mechanism Guidelines. 2.9 FORCE MAJEURE The Company reserves the right to withdraw the Issue at any time prior to the closing date thereof in the event of any unforeseen development adversely affecting the economic and/or regulatory environment or otherwise. In such an event, the Company will refund the Application Money, if any, collected in respect of the Issue in accordance with the Placement Memorandum without assigning any reason.
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SECTION 3: RISK FACTORS
The following are the risks relating to the Issuer, the Debentures and the market in general envisaged by the management of the Issuer. Potential investors should carefully consider all the risk factors in this Placement Memorandum for evaluating the Issuer and its business and the Debentures before making any investment decision relating to the Debentures. The Issuer believes that the factors described below represent the principal risks inherent in investing in the Debentures but does not represent that the statements below regarding risks of holding the Debentures are exhaustive. The ordering of the risk factors is intended to facilitate ease of reading and reference and does not in any manner indicate the importance of one risk factor over another. Investors should also read the detailed information set out elsewhere in this Placement Memorandum and reach their own views prior to making any investment decision.
3.1 REPAYMENT IS SUBJECT TO THE CREDIT RISK OF THE ISSUER Potential investors should be aware that receipt of the Principal Amount, Coupon Payment and any other amounts that may be due in respect of the Debentures is subject to the credit risk of the Issuer. Potential investors assume the risk that the Issuer will not be able to satisfy their obligations under the Debentures. In the event that bankruptcy proceedings or composition, scheme of arrangement or similar proceedings to avert bankruptcy are instituted by or against the Issuer, the payment of Payments may not be made or may be substantially reduced or delayed.
3.2 THE SECONDARY MARKET FOR THE DEBENTURES MAY BE ILLIQUID
The Debentures may be very illiquid and no secondary market may develop in respect thereof. Even if there is a secondary market for the Debentures, it is not likely to provide significant liquidity. Potential investors may have to hold the Debenture until redemption to realize any value.
3.3 CREDIT RISK & RATING DOWNGRADE RISK
The Rating Agency has assigned the credit ratings to the Debentures. In the event of deterioration in the financial health of the Issuer, there is a possibility that the Rating Agency may downgrade the rating of the Debentures. In such cases, potential Investors may incur losses on revaluation of their investment or make provisions towards sub-standard/non-performing investment as per their usual norms.
3.4 CHANGES IN INTEREST RATES MAY AFFECT THE PRICE OF THE DEBENTURES
All securities where a fixed rate of interest is offered, such as this Issue, are subject to price risk. The price of such securities will vary inversely with changes in prevailing interest rates, i.e., when interest rates rise, prices of fixed income securities fall and when interest rates drop, the prices increase. The extent of fall or rise in the prices is a function of the existing coupon, days to maturity and the increase or decrease in the level of prevailing interest rates. Increased rates of interest, which frequently accompany inflation and/or a growing economy, are likely to have a negative effect on the pricing of Debentures.
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3.5 TAX, LEGAL AND ACCOUNTING CONSIDERATIONS
Special tax, accounting and legal considerations may apply to certain class/ types of investors. Potential investors are advised to consult with their own tax, accounting and legal professional advisors to determine the tax, accounting, legal or other implications of their investment in the present Issue.
3.6 MATERIAL CHANGES IN REGULATIONS TO WHICH THE ISSUER IS SUBJECT COULD IMPAIR THE ISSUER’S ABILITY TO MEET PAYMENT OR OTHER OBLIGATIONS.
The Issuer is subject generally to changes in Indian law, as well as to changes in government regulations and policies and accounting principles. Any changes in the regulatory framework could adversely affect the profitability of the Issuer or its future financial performance, by requiring a restructuring of its activities, increasing costs or otherwise.
3.7 LEGALITY OF PURCHASE
Potential investors of the Debentures will be responsible for the lawfulness of the acquisition of the Debentures, whether under the laws of the jurisdiction of its incorporation or the jurisdiction in which it operates or for compliance by that potential investor with any law, regulation or regulatory policy applicable to it.
3.8 THE ISSUER’S BUSINESS IS HEAVILY DEPENDENT ON THE PERFORMANCE OF THE REAL ESTATE MARKET.
The Issuer’s business is heavily dependent on the performance of the real estate market in India, particularly in the regions in which the Issuer operates, and could be adversely affected if market conditions deteriorate. Real estate projects take a substantial amount of time to develop, and given that the real estate market both for land and developed properties is relatively illiquid, there may be high transaction costs as well as little or insufficient demand for land or developed properties at the expected rental or sale price, as the case may be, which may limit the Issuer’s ability to respond promptly to market events. Further, the Issuer’s profitability could be adversely affected if it purchases land at high prices and the Issuer has to sell or lease the projects developed on these lands during weaker economic periods. Further the Issuer has also undertaken few development management contracts for the development of project owned by the land owners with a fee based income for the Issuer, which extensively depends upon the performance of the project, its developability, sales price of product, revenue of the project, fund availability for the project, credibility and reputation of the land owners etc.
Further, on account of outbreak of the COVID-19 pandemic across the world in the last quarter of FY20 has resulted in disruption of the business activities. Its impact will be clear as the picture pans out.
3.9 IN CASE THE ISSUER FACES INTENSE COMPETITION IN ITS BUSINESS, THE ISSUER MAY NOT BE ABLE TO COMPETE EFFECTIVELY, PARTICULARLY IN REGIONAL MARKETS AND IN ITS NEW BUSINESSES.
The Issuer operates in highly competitive markets, and competition in these markets is based primarily on the availability and cost of land banks. To remain competitive, the Issuer has to continuously strive to reduce procurement costs and improve operating efficiencies. The Issuer also faces competition from
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both domestic and foreign companies in bidding for new property development projects. The Issuer’s business plan is to expand across India. As the Issuer seeks to diversify its regional focus, it faces the risk that some of its competitors, who are also engaged in real estate development, may be better known in other markets, enjoy better relationships with landowners and joint venture partners, gain early access to information regarding attractive parcels of land and be better placed to acquire such land. The Issuer must also compete with an increasing number of commercial real estate developers. Increasing competition could result in price and supply volatility, which could cause its business to suffer.
The Issuer’s exposure to risks including delays in acquisition of land, construction delays, delay in regularity approval, unanticipated costs increases, changes in the regulatory environment, political environment and its inability to negotiate satisfactory arrangements with joint venture partners is enhanced. The business environment may materially change, and the Issuer may not have the ability to modify its existing arrangements/development plans to reflect these changes and its commitments under these arrangements may restrict its ability to implement changes in its business plan. This may limit the Issuer’s business flexibility, expose it to an increased risk of unforeseen business and industry changes and could have a material adverse effect on its business, financial condition and results of operations. Issuer may also diversify and enter into a transaction with investors to divest in the existing commercial assets to mutually benefit from partnerships.
3.10 POLITICAL AND ECONOMIC RISK IN INDIA
The Issuer operates mainly within India and, accordingly, a substantial part of its revenues are derived from the domestic market. As a result, it is highly dependent on prevailing economic conditions in India and its results of operations are significantly affected by factors influencing the Indian economy. An uncertain economic situation, in India and globally, could result in a slowdown in economic growth, investment and consumption. A slowdown in the rate of growth in the Indian economy could result in lower demand for credit and other financial products and services and higher defaults. Any slowdown in the growth or negative growth of sectors where the Issuer has a relatively higher exposure could adversely impact its performance. Any such slowdown could adversely affect its business, prospects, results of operations and financial condition. The Issuer’s performance and the quality and growth of its assets are necessarily dependent on the health of the overall Indian economy. A slowdown in the Indian economy could adversely affect the business, future financial performance and results of operations of the Issuer.
3.11 OUR BUSINESS IS SUBJECT TO THE RECENTLY INTRODUCED REAL ESTATE (REGULATION AND DEVELOPMENT) ACT, 2016 (THE “RERA”). THERE ARE PENALTIES THAT WE MAY BE LIABLE TO PAY IN EVENT OF DELAY IN THE PROJECT.
The Government has notified the RERA. The RERA has been introduced to regulate the real estate industry and ensuring, amongst others, imposition of certain responsibilities on real estate developers and accountability towards customers and protection of their interest. The 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 escrow account for amounts realized from each real estate project and restrictions on withdrawal of amounts from such escrow accounts and taking customer approval for major changes in sanction plan. In addition, we will have to comply with state specific legislations which will be enacted by the respective State Government, where our ongoing projects are or future
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projects maybe located, due to the introduction of RERA. Compliance with the provisions of RERA or such state specific legislations will require significant management and financial resources, and we may need to allocate additional resources, which may increase our regulatory compliance costs and divert management attention. Further, any non-compliance of the provisions of RERA or such state specific legislations may result in punishments (including fines and/or imprisonment) and revocation of registration of our ongoing projects which may have a material and adverse impact on our business, operations and financial condition.
In addition, some of the sale agreements which we enter into with our residential customers contain penalty clauses wherein we are liable to pay interests payments to our customers due to completion delays. Further, a buyer of our residential unit may also terminate his arrangements with us if we fail to deliver the unit as per the timelines mentioned under the sale agreement, and we may be liable to refund the amount along with interest. We might also be exposed to penalties under RERA. The aggregate penalties we may be liable to pay in the event of delays may affect the overall profitability of the project and therefore adversely affect our business, results of operations and financial condition.
3.12 RISKS RELATING TO OUR BUSINESS
(a) There are material outstanding legal proceedings involving our Company, its subsidiaries, associates, directors and group companies
There are material outstanding legal proceedings involving the Company, its subsidiaries, associates, directors and group companies. These proceedings are pending at different levels of adjudication before various courts, tribunals, enquiry officers and appellate tribunals. The brief details of such material outstanding litigations are listed in Annexure XIV of this Placement Memorandum. Such proceedings could divert management time and attention, and consume financial resources in their defense or prosecution. Should any new developments arise, such as any rulings against us by appellate courts or tribunals, we may need to make provisions in our financial statements that could increase expenses and current liabilities. Further, an adverse outcome in any of these proceedings may affect our reputation, standing and future business, and could have an adverse effect on our business, prospects, financial condition and results of operations. We cannot assure you that any of these proceedings will be decided in favour of the Company, its subsidiaries, associates, directors and group companies, or that no further liability will arise out of these proceedings.
(b) We rely on independent contractors to execute our projects and any failure on their part to perform their obligations could adversely affect our business, results of operations, and cash flows
We utilize independent contractors to execute our projects. If a contractor fails to perform its obligations satisfactorily or within the prescribed time periods with regard to a project, or terminates its arrangement with us, we may be unable to develop the project within the intended timeframe and at the intended cost. If this occurs, we may be required to incur additional cost or time to develop the property to appropriate quality standards in a manner consistent with our development objective, which could result in reduced profits or, in some cases, significant penalties and losses which we may not be able to recover from the relevant independent contractor. We cannot assure you that the services rendered by any of our independent
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contractors will always be satisfactory or match our requirements for quality. In addition, we may be subject to claims in relation to defaults and late payments to our contractors, which may adversely affect our business, results of operations, and cash flows.
(c) Significant increases in prices of, or shortages of, or delay or disruption in supply of labour and key building materials could affect our estimated construction cost and timelines resulting in cost overruns or less profit.
We procure building materials for our projects, such as steel, cement, flooring products, hardware, bitumen, sand and aggregates, doors and windows, bathroom fixtures and other interior fittings, from third-party suppliers. The prices and supply of basic building materials and other raw materials depend on factors outside our control, including cost of their raw materials, general economic conditions, competition, production costs and levels, transportation costs, indirect taxes and import duties. Our ability to develop and construct projects profitably is dependent on our ability to obtain adequate and timely supply of building materials within our estimated budget. As we source our building materials from third parties, our supply chain may be interrupted by circumstances beyond our control. Poor quality roads and other transportation-related infrastructure problems, inclement weather and road accidents may also disrupt the transportation of supplies. Prices of certain building materials and, in particular, cement and steel prices, are susceptible to rapid increases. Further, we operate in a labour-intensive industry and if we or our contractors are unable to negotiate with the labour or their sub-contractors, it could result in work stoppages or increased operating costs as a result of higher than anticipated wages or benefits. In addition, it may be difficult to procure the required labour for ongoing or planned projects. During periods of shortages in the supply of building materials or labour, we may not be able to complete projects according to our previously determined time frames, at our previously estimated project costs, or at all, which may adversely affect our results of operations and reputation. In addition, during periods where the prices of building materials or labour significantly increase, we may not be able to pass these price increases on to our customers, which could reduce or eliminate the profits we intend to gain from our projects. These factors could adversely affect our business, results of operations and cash flows.
(d) Clarification pending from RBI regarding classification of the Issuer TRIL is in the business of development of real estate and infrastructure projects which it funds through judicious mix of debt and equity. Due to the INDAS method of accounting adopted by the Company, it chose to fair value its financial assets / investments at each balance sheet date. Any such gain / loss recorded in profit & loss statement, are notional and transitory in nature with no realised gains, until such assets / investments are liquidated. As per the IND-AS financials, TRIL meets the criteria of principal business test, i.e. its financial assets are more than 50% of its total assets and its income from financial assets is more than 50% of the gross income. Considering the above and further that TRIL’s business of purchase, construction or sale of immovable property specifically falls under exclusion from definition of “Financial Institution” under section 45-IA(c) of Reserve Bank of India Act, 1934 , TRIL has sought clarity from RBI in this matter. Any contrary view from RBI in this regard may lead to change in classification of the Issuer.
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3.13 INTERNAL RISKS
(a) The Issuer may enter into arrangements with various third parties to acquire land or development rights and the Issuer cannot assure you that such parties have acquired ownership rights or clean title in respect of these lands. Issuer cannot assure you that land and property acquired/purchased by the Issuer have the absolute ownership rights or clean title in respect of the lands.
(b) The Issuer may have entered into development agreements which do not convey any interest in the immovable property to the Issuer and only the development right is transferred in favour the Issuer. Further, investments through development agreements involve risks, including the possibility that the development partners may fail to meet their obligations under the development agreement, causing the whole project to suffer.
(c) The Issuer is dependent upon third party entities for the construction and development of its projects, which entails certain risks including limited control over the timing or quality of services and sophisticated machinery or supplies provided by such third parties.
(d) Increase in prices of, shortages of, or delays or disruptions in the supply of building materials or labour could adversely affect the business, financial condition and results of operations of the Issuer.
(e) The Issuer may not be able to add to or replenish the existing land bank (including development rights) by acquiring suitable sites or entering into development agreements for suitable sites in locations with growth potential and at reasonable cost, which may adversely affect its business and prospects.
(f) The Issuer may be required to make certain advance payments to the owners of the land when it enters into joint development agreements, which may not be recoverable. Further, the Issuer may be required to pay certain penalties or liquidated damages in the event of any delay in the completion of the development within the time frame specified in the joint development agreements or joint venture agreements.
(g) The Issuer’s inability to acquire ownership of or development rights over parcels of land may affect its future development activities and business prospects, financial condition and result of operations.
(h) If the Issuer fails to anticipate and respond to customer requirements, business and prospects of the Issuer could be adversely affected.
(i) The Issuer is dependent on its senior management and key personnel and its ability to retain them and attract new key personnel when necessary is an important component of success.
3.14 RISKS IN RELATION TO ENFORCEMENT
(a) Significant delays may be faced in court proceedings in India.
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The Debenture Trustee and/or the Debenture Holders may need to seek recourse to Indian courts to enforce their rights under the Transaction Documents and/or in respect of the Debentures in the event that the Issuer fails to honour its obligations in relation to the Debentures. It is not unusual for court proceedings in India to continue for extended periods. Disposition of cases may be further subject to various delays including multiple levels of appellate adjudication.
(b) Exercise of powers by the Debenture Trustee is subject to equitable principles and supervisory powers of courts.
The exercise by the Debenture Trustee of the powers and remedies conferred on it under the Debentures, and the Transaction Documents, or otherwise vested in it by law, will be subject to general equitable 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, authorisations or orders.
The right of the Debenture Holders to receive payments under the Debentures will be junior to certain tax and other liabilities, including monies due and payable to secured creditors of the Issuer, preferred by law on an insolvency of the Issuer.
3.15 RISKS RELATED EXTERNAL FACTORS
(a) Our business is substantially affected by prevailing economic, political and other prevailing conditions in India.
We are incorporated in and substantially all our operations are located in India. As a result, we are highly dependent on prevailing economic conditions in India and our results of operations are significantly affected by factors influencing the Indian economy. Factors that may adversely affect the Indian economy, and hence our results of operations, may include:
i. any increase in Indian interest rates or inflation ii. any exchange rate fluctuations;
iii. any scarcity of credit or other financing in India, resulting in an adverse impact on economic conditions in India and scarcity of financing for our expansions;
iv. prevailing income conditions among Indian consumers and Indian corporates; v. volatility in, and actual or perceived trends in trading activity on, India’s principal stock
exchanges; vi. changes in India’s tax, trade, fiscal or monetary policies;
vii. political instability, terrorism or military conflict in India or in countries in the region or globally, including in India’s various neighbouring countries;
viii. occurrence of natural or man-made disasters; ix. prevailing regional or global economic conditions, including in India’s principal export
markets; x. any downgrading of India’s debt rating by a domestic or international rating agency;
xi. financial instability in financial markets; and xii. other significant regulatory or economic developments in or affecting India or its
construction sector.
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(b) Land is subject to compulsory acquisition by the government and compensation in lieu of such acquisition may be inadequate.
The right to own property in India is subject to restrictions that may be imposed by the Government. In particular, the Government under the provisions of the Right to Fair Compensation and Transparency in Land Acquisition, Rehabilitation and Resettlement Act, 2013 (the “Land Acquisition Act”) has the right to compulsorily acquire any land if such acquisition is for a “public purpose,” after providing compensation to the owner. However, the compensation paid pursuant to such acquisition may not be adequate to compensate the owner for the loss of such property. The likelihood of such acquisitions may increase as central and state governments seek to acquire land for the development of infrastructure projects such as roads, railways, airports and townships. Additionally, we may face difficulties in interpreting and complying with the provisions of the Land Acquisition Act due to limited jurisprudence on them or if our interpretation differs from or contradicts 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 such action in respect of any of the projects in which we are investing or may invest in the future may adversely affect our business, financial condition or results of operations.
3.16 Divestment & Investment
Issuer and/or its subsidiaries, as a part of its business strategy may enter into an investment or a divestment transaction with investors to invest into new assets or divest in the existing assets or form strategic arrangements with respect to the same.
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SECTION 4: FINANCIAL STATEMENTS
The audited financial statements of the Issuer for the year ended March 31, 2021 and Unaudited financial statements with Limited review Report of the Issuer for nine months ended December 31, 2021 are set out in Annexure V hereto.
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SECTION 5: REGULATORY DISCLOSURES
PART A: DISLCOSURES UNDER SEBI REGULATIONS The Placement Memorandum is prepared in accordance with the provisions of SEBI NCS Regulations and Operating Circular and in this section, the Issuer has set out the details required as per Schedule II of the SEBI NCS Regulations and Operating Circular. 5.1 Documents Submitted to the Exchanges
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 and Unaudited financial statements with
Limited review Report of the Issuer for nine months ended December 31, 2021; (c) Statement containing particulars of, dates of, and parties to all material contracts and
agreements – refer section 5.23. (d) Copy of the resolution passed by the shareholders of the Company at the Annual general
meeting held on July 21, 2021 authorizing the issue/offer of non-convertible debentures by the Company for aggregate amounts not exceeding Rs. 6000,00,00,000/- (Rupees Six Thousand Crore only);
(e) Copy of the resolution passed by the shareholders of the Company at the extra ordinary general meeting held on July 21, 2021, authorizing the borrowing of the Company up to a limit of Rs. 6000,00,00,000/- (Rupees Six Thousand Crore only) and the creation of security by the Company in respect of such borrowings;
(f) Copy of the resolution passed by the Board of Directors dated April 17, 2019 authorizing the issuance of the Debentures;
(g) Any other particulars or documents that the recognized stock exchange may call for as it deems fit.
5.2 Documents Submitted to Debenture Trustee
The following documents have been/shall be submitted to the Debenture Trustee in electronic form (soft copy) on or before the allotment of the Debentures: (h) Memorandum and Articles of Association of the Issuer and necessary resolution(s) for the
allotment of the Debentures; (i) Copy of last 3 (Three) years audited annual reports and Unaudited financial statements with
Limited Review Report of the Issuer for nine months ended December 31, 2021 (j) Statement containing particulars of, dates of, and parties to all material contracts and
standalone financial information (profit & loss statement, balance sheet and cash flow statement) and auditor qualifications, if any.
(l) 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) calendar 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.
22
5.3 Issue Schedule
Particulars Date
Issue Opening Date April 22, 2022 (11:00 am) Issue Closing Date April 22, 2022 (12:00 noon)
Pay In Date April 25, 2022 Deemed Date of Allotment April 25, 2022
5.4 Name, address, websites, email address, telephone number and contact person of Issuer,
Debenture Trustee, Rating Agency, Registrar to Issue, Statutory Auditor, Legal Counsel (if any), Guarantors (if applicable) and Arrangers (if any): Date of incorporation of the Issuer: March 02, 2007 Name of the Issuer: Tata Realty and Infrastructure Limited
Registered Office of Issuer: E Block, Voltas Premises, T. B. Kadam Marg
Chinchpokli Mumbai - MH 400033 India Corporate Office of Issuer: E Block, Voltas Premises, T. B. Kadam Marg
C/o. E Block, Voltas Premises, T. B. Kadam Marg Chinchpokli Mumbai - MH 400033 India
Tel: 022 - 66614444 Email: [email protected] Website of Issuer: www.tatarealty.in Compliance Officer of Issuer: Ms. Rashmi Jain Company Secretary
C/o. E Block, Voltas Premises, T. B. Kadam Marg Chinchpokli Mumbai - MH 400033 India
Tel: 022 - 66614444 Email: [email protected] CEO of Issuer: Mr. Sanjay Dutt Statutory Auditors of the Issuer: Deloitte Haskins and Sells LLP Chartered Accountant
Address: B-710, Statesman House 148, Barakhamba Road New Delhi New Delhi DL 110001 Phone: +91 40 40676500 Email: [email protected]
A brief summary of business / activities of the Issuer and its subsidiaries with the details of branches or units if any and its line of business:
(a) Overview of business/ activities of the Issuer and its subsidiaries with the details of branches or units if any and its line of business Tata Realty and Infrastructure Limited is in the business of developing assets in the real estate & infrastructure sphere in India. On the real estate side, the Issuers’ primary focus is development & leasing of rent yielding assets like commercial office spaces, IT Parks / ITES and retail assets. Over the years, the company has developed world class real estate projects across diverse business categories. In the infrastructure sphere, the company is into development of roads and urban transport projects such as metro etc. The Issuer appoints leading experts and contractors to execute these projects and ensures customer satisfaction by keeping high quality standards in project delivery. The Issuers core competencies comprise understanding of real estate / infrastructure business needs, understanding of government interfaces, ability to financially appraise projects, ability to attract best in class partners, skilled human resource, ability to create enduring relationships with partners and ability to maintain the asset over its life.
(b) Corporate structure of the Issuer as on 31.12.2021
The Company is a wholly owned subsidiary of Tata Sons Private Limited.
owned subsidiary of TRPL Roadways Private Limited) Subsidiary
20 Matheran Rope-Way Private Limited (subsidiary of TRIL Urban Transport Private Limited)
Subsidiary
21
Pune Solapur Expressways Private Limited Joint Venture
22 A & T Road Construction Management and Operation Private Limited
Joint Venture
23 International Infrabuild Private Limited Subsidiary 24 Pune IT City Metro Rail Limited Joint Venture 25 TRIL Bengaluru Real Estate One Private Limited Subsidiary 26 TRIL Bengaluru Consultant Private Limited Subsidiary 27 TRIL Bengaluru Real Estate Three Private Limited Subsidiary
The subsidiaries/Joint Ventures of the Company are engaged in real estate and infrastructure sectors. (c) Project cost and means of financing, in case of funding new projects:
N.A.
(d) A columnar representation of the audited financial statements (i.e. Profit & Loss statement, Balance Sheet and Cash Flow statement) both on a standalone and consolidated basis for a period of three completed years which shall not be more than six months old from the date of this Placement Memorandum or the issue opening date, as may be applicable. The above financial statements shall be accompanied with the Auditor’s Report along with the requisite schedules, footnotes, summary etc.
25
Attached as Annexure X
(e) Key Operational and Financial Parameters for the last 3 audited years on a consolidated basis (wherever available) else on a standalone basis.
Key Operational and Financial Parameters for the last 3 audited years (on Standalone basis):
Particulars 9 months ended
Dec, 2021(Rs. Cr.)(IND AS)
(Unaudited)
FY20-21(Rs. Cr.)(IND AS)
FY19-20(Rs. Cr.)(IND AS)
FY18-19(Rs. Cr.)(IND AS)
Balance SheetNet Fixed assets 15.97 16.75 18.19 17.98 Current assets 511.39 669.75 1,343.39 499.07 Non-current assets 7,266.21 5,992.30 4,901.96 4,751.42 Total assets 7,793.57 6,678.80 6,263.54 5,268.47 Non-Current Liabilities(including maturities of long-term borrowings and short-term borrowings)Financial (borrowings, trade payables, and other financial liabilities) 1,024.13 1,644.52 1,454.90 838.86 Provisions 7.28 5.84 6.27 6.85 Deferred tax liabilities (net) 326.58 229.98 191.68 132.58 Non-Current tax liabilities (net) 17.52 17.52 17.52 17.52 Other non-current liabilities - - - - Current Liabilities(including maturities of long-term borrowings)Financial (borrowings, trade payables, and other financial liabilities) 2,753.66 1,713.09 1,626.21 2,232.35 Provisions 1.45 1.23 1.85 2.25 Current tax liabilities (net) - - - - Other current liabilities 35.79 22.02 30.85 51.19 Total liabilities 4,166.41 3,634.20 3,329.28 3,281.61 Equity (equity and other equity) 3,627.16 3,044.60 2,934.27 1,986.86 Total equity and liabilities 7,793.57 6,678.80 6,263.54 5,268.47 Profit and LossTotal revenue From operations 46.85 124.50 175.85 144.93 Other income 269.61 168.00 149.66 127.54 Total Expenses 273.67 388.87 551.35 458.74 Total comprehensive income Profit / loss 42.79 (96.36) (225.85) (186.27) Other comprehensive income 539.77 206.69 -26.75 288.71 Profit / loss after tax 582.56 110.33 (252.59) 102.44 Earnings per equity share - Continuing operations(a) basic 0.26 (0.60) (2.22) (1.83) (b) diluted 0.26 (0.60) (2.22) (1.83) Discontinued operations NA NA NA NAContinuing and discontinued operations NA NA NA NACash FlowNet cash (used in) / generated from operating activities (9.06) 60.15 14.60 26.94 Net cash (used in) / generated from investing activities (389.28) (218.79) (692.04) (218.35) Net cash (used in) / generated from financing activities 349.97 52.30 928.79 186.30 Cash and cash equivalents balance as per statement of cash flows 101.10 149.47 255.80 4.45 Additional informationNet worth 3,627.16 3,044.60 2,934.27 1,986.86 Cash and Cash Equivalents 101.10 149.47 255.80 4.45 Current Investments 144.03 233.33 711.79 3.11 Net Sales 46.85 124.50 175.85 144.93 EBIDTA 231.70 122.57 85.21 58.01 EBIT 69.25 (88.51) (199.75) (171.88) Dividend amounts - - - - Long term debt to working capital 5.39 7.11 1.73 7.01 Current Liability ratio – Current liabilities / Non-current liabilities 2.03 0.91 0.99 2.30 Total Debts to Total assets 2,790.90 0.46 0.44 0.53 Debt Service Coverage Ratios 1,375.51 0.20 0.06 0.25 Interest service coverage ratio 2.03 0.58 0.30 0.25
26
(f) Debt: Equity Ratio of the Company:
Before the issue of debt securities 1.12 After the issue of debt securities 1.21
Key Operational and Financial Parameters for the last 3 audited years (on Consolidated basis):
Particulars FY20-21(Rs. Cr.)(IND AS)
FY19-20(Rs. Cr.)(IND AS)
FY18-19(Rs. Cr.)(IND AS)
Balance SheetNet Fixed assets 8,083.89 7,960.35 7,983.01 Current assets 914.92 1,602.32 658.70 Non-current assets 1,828.01 1,239.77 1,184.50 Total assets 10,826.82 10,802.44 9,826.22 Non-Current Liabilities(including maturities of long-term borrowings and short-term borrowings)Financial (borrowings, trade payables, and other financial liabilities) 7,238.47 6,955.63 6,476.53 Provisions 38.92 23.68 32.60 Deferred tax liabilities (net) 135.35 50.21 15.84 Other non-current liabilities 82.45 97.75 114.40 Current Liabilities(including maturities of long-term borrowings)Financial (borrowings, trade payables, and other financial liabilities) 2,381.03 2,410.57 2,797.68 Provisions 43.82 37.77 2.63 Current tax liabilities (net) 17.56 17.56 17.88 Other current liabilities 60.96 79.01 73.54 Total liabilities 9,998.56 9,672.19 9,531.10 Equity (equity and other equity) 828.26 1,130.25 295.12 Total equity and liabilities 10,826.82 10,802.44 9,826.22 Profit and LossTotal revenue From operations 1,200.56 1,578.79 1,678.16 Other income 40.91 59.98 66.16 Total Expenses 1,535.98 2,001.32 1,981.25 Total comprehensive income Profit / loss (294.51) (362.56) (236.93) Other comprehensive income 1.34 0.02 0.41 Profit / loss after tax (293.17) (362.54) (236.52) Earnings per equity share - Continuing operations(a) basic (1.82) (3.56) (2.33) (b) diluted (1.82) (3.56) (2.33) Discontinued operations NA NA NAContinuing and discontinued operations NA NA NACash FlowNet cash generated from operating activities 726.45 679.45 525.00 Net cash (used in) / generated from investing activities (379.74) (1,521.20) (1,235.02) Net cash (used in) / generated from financing activities (464.11) 1,086.66 697.82 Cash and cash equivalents balance as per statement of cash flows 181.96 299.40 59.21 Additional informationNet worth 828.26 1,130.25 295.12 Cash and Cash Equivalents 181.96 299.40 59.21 Current Investments 235.34 711.80 13.83 Net Sales 1,200.56 1,578.79 1,678.16 EBIDTA 513.45 416.01 477.68 EBIT 304.11 243.50 309.10 Dividend amounts - - - Long term debt to working capital 94.80 7.74 121.64 Current Liability ratio – Current liabilities / Non-current liabilities 0.33 0.36 0.44 Total Debts to Total assets 0.74 0.72 0.79 Debt Service Coverage Ratios 0.30 0.39 0.54 Interest service coverage ratio 0.85 0.69 0.92
27
Note: For the calculation of above ratios, Net worth as on 31 December 2021 is considered. Debt nos. are as of latest date. Proposed new NCD issue considered for above ratio is Rs.300 crs..
(g) Details of any other contingent liabilities of the Issuer based on the last audited financial
statements including amount and nature of liability: For detailed disclosure on contingent liabilities, please refer to Note No. 34 of annual audited accounts of the Company for the year ended 31 March 2021.
5.5 A brief history of Issuer since its incorporation giving details of its following activities:
(a) Details of Share Capital as at the last quarter end i.e. December 31, 2021:
(b) Changes in its capital structure as on last quarter end i.e. December 31, 2021, for the last
three (3) years:
Date of Change
(AGM/EGM)
Rs. Particulars
EGM 23.09.2019
8000,00,00,000 Authorised Share capital was increased from Increased from Rs. 3,000 Crore to Rs. 8000 Crore (Rupees Eight Thousand Crore Only) divided into 800,00,00,000 (Eight Hundred Crore only) Equity Shares of Rs. 10/- (Rupees Ten Only) each.
EGM 16.11.2018
3000,00,00,000 Rs. 3000,00,00,000/- (Rupees Three Thousand Crore Only) divided into 200,00,00,000 (Two Hundred Crore only) Equity Shares of Rs. 10/- (Rupees Ten Only) each and 100,00,00,000 (One Hundred Crore only) 5% Non-Cumulative Non-Convertible Preference Shares of Rs. 10/- (Rupees Ten only) to Rs. 3000,00,00,000/- (Rupees Three Thousand Crore Only) divided into 300,00,00,000 (Three Hundred Crore only) Equity Shares of Rs. 10/- (Rupees Ten Only)
Share Capital Amount (In crore) Authorized Capital 800,00,00,000 (Eight Hundred Crore) Equity Shares of Rs. 10/- (Rupees Ten) Each
8000
Total 8000 Issued, Subscribed and Paid Up Capital 161,73,07,692 (One Hundred Sixty One Crore Seventy-Three Lakh Seven Thousand Six Hundred and Ninety-Two) Equity Shares of Rs. 10/- (Rupees Ten) Each
1617.31
Total 1617.31
28
(c) Equity Share Capital History of the Company for the last three (3) years:
Date of
Allotment No
of Equity Shares
Face Value (Rs)
Issue Price (Rs)
Consideration (Cash, other than cash, etc)
Nature of Allotment
Cumulative Remarks
No. of Equity Shares
Equity Share
Capital (Rs)
Equity Share
Premium (in Rs)
9th March, 2007 50,000 10 5,00,000
Cash
Subscription Shares
50,000 5,00,000 - -
30th March, 2007
1,49,50,000 10 14,95,00,000 Further Issue
1,50,00,000
15,00,00,000
- -
4th October, 2007
1,00,00,000 10 10,00,00,000 2,50,00,000
25,00,00,000
- -
31st March, 2008
70,00,00,000 10 700,00,00,000 72,50,00,000
725,00,00,000
- -
30st March, 2016
10,00,00,000 10 100,00,00,000 Conversion of 5% Non-Cumulative Convertible Preference Shares into 10,00,00,000 Equity Shares of Rs. 10/- each.
Conversion of CCDs
82,50,00,000
825,00,00,000
- -
24th August, 2016
19,23,07,692 10 192,30,76,920 Conversion of Compulsory Convertible Debentures (CCDs) into Equity Shares at a premium of Rs. 3 Per Share
Conversion of CCDs
1017307692
10173076920
- -
April 09, 2020 60,00,00,000 10 1200,00,00,000 NEFT payment
Rights Issue 10173076920
16173076920
- -
29
(d) Details of any Acquisition or Amalgamation with any entity in the last 1 (one) year: 1. The Company has not acquired any Company in last 1 (one) year. Further, the Board of
Directors at its meeting held on November 18, 2018, has approved the amalgamation of MIA Infrastructure Private Limited, Wellkept Facility Management Services Private Limited, Acme Living Solutions Private Limited, TRIF Gurgaon Housing Projects Private Limited (Transferor Companies) with Tata Realty and Infrastructure Limited (transferee company). Accordingly, the Company has submitted the application with National Company Law Tribunal, Mumbai Bench in this regard and is awaiting for further directions. Further, the TRPL Roadways Private Limited was merged with TRIL Roads Private Limited vide order passed by NCLT dated March 26, 2021 and the effective date for the same was April 1, 2020.
2. During the 2nd quarter of FY 2020-21, the Company has sold its entire holding i.e. (100% equity shares) in TRIL Bengaluru Real Estate Four Private Limited. Also, during the same quarter, TRIL Urban Transport Private Limited, the wholly owned subsidiary of the Company has sold its entire holdings i.e. (100% equity shares) in Manali Ropeways Private Limited, which was step down subsidiary of the Company. Further, during the last quarter of FY 2020-21 & 2021-22, the Company had invested in the equity share capital of Tata Housing Development Company Limited (THDCL), as a result, it holds 33.53% equity share capital of THDCL.
3. During Second quarter of FY 2021-22, the Company has acquired 74% stake of TRIL IT4 Private Limited from Actis Treit Holdings No.2 (Singapore) Private Limited (formally known as Standard Chartered Real Estate Investment (Singapore) VII Private Limited). Accordingly, TRIL IT4 Private Limited became wholly owned subsidiary of the Company.
4. In November 2021, the Company has acquired 7,11,00,000 and 5,00,00,000 equity shares of TRIL Infopark Limited from The Indian Hotels Company Limited and Tamil Nadu Industrial Development Corporation Limited respectively. By virtue of this acquisition, TRIL Infopark Limited became 100% subsidiary of the Company on November 17, 2021.
5. In November 2021, the Company had transferred 4,71,28,800, 0.001% Non-Cumulative, Non-Redeemable, Compulsorily and Fully Convertible Preference Shares of TRIL Construction Limited to Tata Consumer Products Limited. Accordingly, TRIL Construction Limited ceased to become subsidiary of the Company.
(e) Details of any Reorganization or Reconstruction in the last 1 (one) year:
Type of Event Date of
Announcement Date of Completion
Details
None
(f) Details of the shareholding of the Company as on December 31, 2021:
Sr. No.
Name of the Shareholder
Total No. of Equity Shares held
No of Shares held in Demat Form
Total Shareholding as % of total no. of equity shares
1. Tata Sons Private Limited 1617307686 1617307686 100
30
2. Tata Sons Private Limited jointly with Mr. Eruch Kapadia 1 1
-
3. Tata Sons Private Limited jointly with Mr. Chetan Nage 1 1
-
4. Tata Sons Private Limited jointly with Mr. Nikhil Kumar 1 1
-
5. Tata Sons Private Limited jointly with Mr. Girish Valechha 1 1
-
6. Tata Sons Private Limited jointly with Mr. Kersi Bhagat 1 1
-
7. Tata Sons Private Limited jointly with Ms. Nageswari S 1 1
-
Total 1617307692 1617307692
(g) List of top 10 holders of equity shares of the Company as on December 31, 2021:
S. No. Shareholder’s Name Total No. of Equity Shares
No. of shares in
demat form
Total shareholding as% of total number of
Equity Shares
1 Tata Sons Private Limited 1617307686 1617307686 100
2 Tata Sons Private Limited jointly with Mr. Eruch Kapadia 1 1
-
3 Tata Sons Private Limited jointly with Mr. Chetan Nage 1 1
-
4 Tata Sons Private Limited jointly with Mr. Nikhil Kumar 1 1
-
5 Tata Sons Private Limited jointly with Mr. Girish Valechha 1 1
-
6 Tata Sons Private Limited jointly with Mr. Kersi Bhagat 1 1
-
7 Tata Sons Private Limited jointly with Ms. Nageswari S 1 1
-
Total 1617307692 1617307692 -
(h) Disclosure with respect to joint venture investment for a commercial real estate project
in India The Canada Pension Plan Investment (CPP Investments) and the Company have entered into a joint venture to develop and own commercial office space across India. The joint venture would target stabilized and development assets aiming to reach over INR 50.00 Billion (Indian Rupees Fifty Billion only) in assets under management. The total aggregate equity value of the joint venture will be Rs. 53.00 Billion (Indian Rupees Fifty Three Billion only) out with CPP Investments’ equity commitment includes Rs. 26.00 Billion (Indian Rupees Twenty Six Billion only).
The joint venture would be seeded with two assets i.e., Intellion Park Chennai and Intellion Edge, Gurugram, Delhi NCR and it will also pursue Grade A commercial developments in key gateway cities in India (including but not limited to Mumbai, Delhi, Pune, Bengaluru,
31
Hyderabad and Chennai, which collectively contribute the majority of India’s total Grade A office space stock and demand) with an equity allocation of INR 20.00 Billion (Indian Rupees Twenty Billion only).
5.6 Following details regarding the directors of the Company:
(a) Details of current directors of the Company as on December 2021: This table sets out the details regarding the Company’s Board of Directors as on the date of this Placement Memorandum:
Name, designation and DIN
Age
Address
Director since
List of other directorships
Mr. Banmali Agrawala Designation: Chairman - Non-Executive Non-Independent Director DIN: 00120029
24/03/2018 i. The Tata Power Company Limited ii. Tata Projects Limited iii. Airasia (India) Private Limited iv. Tata Housing Development Company Limited v. Tata Advance Systems Limited vi. Tata Medical and Diagnostics Limited vii. Tata Electronics Private Limited viii. Pratham Education Foundation
Mr. Sanjay Bhupender Dutt Designation: Managing Director & CEO DIN: 05251670
01/04/2018 i. Tata Housing Development Company Limited ii. TRIL Infopark Limited iii. Promont Hilltop Private Limited iv. Tata Value Homes Limited v. Smart Value Homes (Peenya Project)Private Limited vi. Infopark Properties Limited
Mr. Farokh Subedar Designation: Non-Executive Non-Independent Director DIN: 00028428
65 years
1, Wadia Building 6 Babulnath Road Mumbai 400007
21/05/2015 i. Tata Investment Corporation Limited ii. Tata Industries Limited iii. Tata Capital Limited iv. Tata Asset Management Limited vi. Tata Capital Financial Services Limited
Mr. Rajiv Sabharwal Designation: Non-Executive Non-Independent
55 years
C 183, Kalpataru Sparkle, N. Dharmadhikari Road, Gandhinagar,
24/03/2018 i. Tata Cleantech Capital Limited ii. Tata Capital Limited iii. Tata Asset Management Limited iv. Tata Capital Financial
32
Director DIN: 00057333
Bandra East, Mumbai 400051
Services Limited v. Tata Securities Limited vi. Tata Capital Housing Finance Limited
Ms. Sandhya Kudtarkar Designation: Independent Director DIN: 00021947
09/04/1958 i. TS Investments Limited; ii. Tata International Limited; iii. Universal Mep Projects & Engineering Services Limited; iv. Panatone Finvest Limited; v. Indian Rotorcraft Limited; vi. Fiora Business Support Services Limited; vii. Nahar Retail Trading Services Limited;
viii. Tata Housing Development Company Limited
Mr. Prabhakar Panda Designation: Independent Director DIN: 02860918
65 Years
213/A, Metro Residency, Behera Sahi, Nayapalli, Bhubaneswar-751012, Orissa
15/07/1957 1. Edelweiss Real Assets Managers Limited
01/04/2018 i. Tata Housing Development Company Limited ii. TRIL Infopark Limited iii. Promont Hilltop Private Limited iv. Tata Value Homes Limited v. Smart Value Homes (Peenya Project)Private Limited vi. Infopark Properties Limited
33
Mr. S. Santhanakrishnan Designation: Independent Director DIN: 00032049
69 years
Old No.33/C, New No.24, Unnamalai Ammal Street, T. Nagar, Chennai 600017
Appointment date - 07/12/2010 Cessation/retirement date- 25/03/2021
i. Tata Consumer Products Limited ii. Tata Housing Development Company Limited iii. Sands Chembur Properties Private Limited iv. ICICI Home Finance Company Limited v. Sands BKC Properties Private Limited
Mrs. Neera Saggi Designation: Independent Director DIN: 00501029
i. Honeywell Automation India Limited ii. GE T&D India Limited iii. Swaraj Engines Ltd iv. GE POWER India Limited v. Tata Steel BSL Limited vi. Tata Projects Limited vii. Mahindra Integrated Business Solutions Private Limited
Ms. Sandhya Kudtarkar Designation: Independent Director DIN: 00021947
i. TS Investments Limited; ii. Tata International Limited; iii. Universal Mep Projects & Engineering Services Limited; iv. Panatone Finvest Limited; v. Indian Rotorcraft Limited; vi. Fiora Business Support Services Limited; vii. Nahar Retail Trading Services Limited; viii. Tata Housing Development Company Limited
Mr. Prabhakar Panda Designation: Independent Director
65 Years
213/A, Metro Residency, Behera Sahi, Nayapalli, Bhubaneswar-751012, Orissa
10 INE371K14AT9 28-03-2022 150,00,00,000/- 11 INE371K14AU7 23-09-2022 50,00,00,000/- Total 1500,00,00,000/-
(f) Details of rest of the borrowing (if any including hybrid debt like FCCB, Optionally
Convertible Debentures / Preference Shares):
36
Party Name (in case of Facility)/
Instrument Name
Type of Facility /
Instrument
Amount Sanctioned
/ Issued
Principal Amount
Outstanding
Repayment Date/Schedule
Credit Rating
Secured / Unsecured Security
Nil
(g) Details of any outstanding borrowings taken / debt securities issued where taken / issued for consideration other than cash including whether such borrowing/ debt securities have been taken/ issued (i) in whole or part, (ii) at a premium or discount, or (iii) in pursuance of an option: Nil
(h) Where the issuer is a Non-Banking Finance Company or Housing Finance Company the
following disclosures on Asset Liability Management (ALM) shall be provided for the latest audited financials: NA
5.9 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 Company, in the past 3 years including the current financial year: Nil
5.10 Any material event/ development or change having implications on the financials/credit quality (e.g. any material regulatory proceedings against the Issuer/promoters, 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 non-convertible securities. Nil
5.11 Any litigation or legal action pending or taken by a Government Department or a statutory body during the last three years immediately preceding the year of the issue of this Placement Memorandum against the promoter of the Issuer: Nil
5.12 Details of default and non-payment of statutory dues: Nil
5.13 The names of the debenture trustee(s) shall be mentioned with statement to the effect that debenture trustee(s) has given its consent for appointment along with the copy of the consent letter from the debenture trustee The Debenture Trustee appointed is IDBI Trusteeship Services Limited. IDBI Trusteeship Services Limited has given its written 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 Placement Memorandum and in all the subsequent periodical communications sent to the Debenture Holders. The consent letter from Debenture Trustee is provided in Annexure III of this Placement Memorandum
37
5.14 If the security is backed by a guarantee or letter of comfort or any other document / letter with similar 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 placement memorandum The Debentures are unsecured.
5.15 Disclosure of Cash flow with date of interest/dividend/ redemption payment as per day count convention: As set out in Annexure VI
5.16 Details of Promoters of the Company: (a) Profile of the Promoters:
The Company is wholly owned Company of Tata Sons Private Limited. Tata Sons Private Limited is promoter of the Company having permanent account number AAACT4060Aand corporate identification number U99999MH1917PTC000478 and its registered office address at Bombay House, 24 Homi Mody Street, Mumbai – 400001, Maharashtra, India.
(b) Details of Promoter Holding in Company as on latest quarter end, i.e. December 31, 2021:
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
1 Tata Sons Private Limited 1617307686 1617307686 100 0 -
2 Tata Sons Private Limited jointly with Mr. Eruch Kapadia 1 1
- 0 -
3 Tata Sons Private Limited jointly with Mr. Chetan Nage 1 1
- 0 -
4 Tata Sons Private Limited jointly with Mr. Nikhil Kumar 1 1
- 0 -
5 Tata Sons Private Limited jointly with Mr. Girish Valechha 1 1
- 0 -
6 Tata Sons Private Limited jointly with Mr. Kersi Bhagat 1 1
- 0 -
7 Tata Sons Private Limited jointly with Ms. Nageswari S 1 1
- 0 -
Total 1617307692 1617307692 - 0 -
38
5.17 Details of credit rating, along with the latest press release of the Credit Rating Agency in relation to the Issue and declaration that the rating is valid as on the date of issuance and listing. Such press release shall not be older than one year from the date of opening of the issue. The Rating Agency has assigned a rating of “ICRA AA” to the Debentures. Instruments with this rating are considered to have the high degree of safety regarding timely servicing of financial obligations. Such instruments carry a very low credit risk. The rating letter and press release is provided in Annexure II of this Placement Memorandum.
5.18 Disclosures pertaining to wilful defaulter.
Please refer to Section 6 below for details.
5.19 Names of all the recognized stock exchanges where the debt securities are proposed to be listed and the details of their in-principle approval for listing obtained from these stock exchange(s).: The Debentures are proposed to be listed on BSE. The Stock Exchange has given its in-principle approval for the listing of the Debentures proposed to be offered through this Placement Memorandum vide their letter dated 18th April, 2022. Please refer to Annexure XII to this Placement Memorandum for the ‘in-principle’ listing approval from the Stock Exchange.
5.20 Undertaking by the Issuer (a) Investors are advised to read the risk factors carefully before taking an investment decision
in this Issue. For taking an investment decision, investors must rely on their own examination of the issuer and the offer including the risks involved. The securities have not been recommended or approved by the any regulatory authority in India, including SEBI nor does SEBI guarantee the accuracy or adequacy of this document. Specific attention of investors is invited to the statement of ‘Risk factors’ on page number 12 under Section 3 of this Placement Memorandum.
(b) The Issuer, having made all reasonable inquiries, accepts responsibility for, and confirms
that this Placement Memorandum contains all information with regard to the Issuer and the Issue, that the information contained in this Placement Memorandum 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 make this document as a whole or any of such information or the expression of any such opinions or intentions misleading in any material respect.
(c) The Issuer has no side letter with any debt securities holder except the one(s) disclosed in
the Placement Memorandum. Any covenants later added shall be disclosed on the wholesale debt market of the BSE.
5.21 Risk Factors
Please refer to Section 3 of this Placement Memorandum for details.
5.22 Other details:
(a) Debenture Redemption Reserve Creation:
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The Company would create and maintain a Debenture Redemption Reserve in accordance with Rule 18(7) of the Companies (Share Capital and Debenture) Rules, 2014, as amended from time to time and other Applicable Law, and if during the currency of these presents, any guidelines are formulated (or modified or revised) by any Governmental Authority under Applicable Law in respect of creation of the Debenture Redemption Reserve, the Issuer shall abide by such guidelines and execute all such supplemental letters, agreements and deeds of modifications as may be required by the Debenture Trustee and shall also cause the same to be registered, where necessary. The Issuer shall submit to the Debenture Trustee (with copies thereof to the Debenture Holders), within 180 (One Hundred and Eighty) days from the end of the Financial Year, a certificate duly certified by the statutory auditor of the Company certifying that the provisions of the Act in relation to the maintenance of Debenture Redemption Reserve have been complied with.
(b) Issue / instrument specific regulations: The Issue of Debentures shall be in conformity with the applicable provisions of the Act including the notified rules thereunder, the SEBI NCS Regulations and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”).
(c) Default in Payment:
As provided under Section 5.27 of this Placement Memorandum
(d) Delay in Listing:
As provided under Section 5.27 of this Placement Memorandum.
(e) Delay in allotment of securities: As provided under Section 5.27 of this Placement Memorandum.
(f) Application process: The application process for the Issue is as provided in SECTION 8: of this Placement Memorandum.
(g) Disclosure prescribed under PAS-4 of Companies (Prospectus and Allotment of Securities), Rules, 2014 but not contained in this schedule, if any:
Please refer to Part B of Section 5 of this Placement Memorandum.
(h) Project details: gestation period of the project; extent of progress made in the project;
deadlines for completion of the project; the summary of the project appraisal report (if any), schedule of implementation of the project: N.A.
5.23 A statement containing particulars of the dates of, and parties to all material contracts,
agreements: The contracts and documents referred to hereunder are material to the Issue, may be inspected at the Registered Office of the Company between 10.00 am to 4.00 pm on working days.
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S. No. Nature of Contract 1 Certified true copy of the Memorandum & Articles of Association of the Issuer.
2 Board Resolution dated April 17, 2019 authorizing the issue of Debentures offered under terms of this Placement Memorandum
3 Shareholder Resolution dated July 21, 2021 authorizing the issue of non-convertible debentures by the Company.
4 Shareholder Resolution under Section 180 of the Act dated September 23, 2019, authorizing the borrowing limits of the Company and the creation of security in respect of such borrowings.
5 Copies of Annual Reports of the Company for the last three financial years along with Unaudited Financials with Limited review report for December 31, 2021.
6 Credit rating letter from the Rating Agency dated April 05, 2022.
7 Letter from IDBI Trustee Services Limited dated April 12, 2022 giving its consent to act as Debenture Trustee.
8 Letter from Registrar and Transfer Agent. 9 Certified true copy of the certificate of incorporation of the Company.
10 Copy of application made to BSE for grant of in-principle approval for listing of Debentures
5.24 Details of Debt Securities Sought to be Issued
Under the purview of the current document, the Issuer intends to raise an amount of up to Rs. 300,00,00,000/- (Rupees Three Hundred Crore only) by issue of Rated, Unsecured, Redeemable, Listed Non-Convertible Debentures, on a private placement basis. For further details of the Debentures, please refer to the terms and conditions of the debentures set out in Section 5.27 of this Placement Memorandum. 5.25 Issue Size
The aggregate issue size for the Debentures is upto Rs. 300,00,00,000/- (Rupees Three Hundred Crore only). 5.26 Utilization of the Issue Proceeds
Towards capital expenditure, refinancing / servicing of existing debt, operational expenses, investment in subsidiaries/ associates/ joint ventures/Tata group companies by way of ICD’s / equity / OCD’s/ CCD’s/CCPS or any other instrument, acquisition of equity stake in group companies & for other business purposes. Pending utilization for above purposes, unutilised funds can be temporary invested in liquid / overnight mutual fund schemes, FDR with banks, etc. 5.27 Issue Details/Summary of Terms
Security Name Tata Realty and Infrastructure Limited Series XVII
Issuer Tata Realty and Infrastructure Limited
Type of Instrument Non-Convertible Debentures Arranger NA Nature of Instrument Rated, Unsecured, Redeemable, Listed Non-
Convertible Debentures. Seniority The Debentures shall rank pari passu to other senior
debt in terms of repayment Eligible Investor a) Trust;
b) Portfolio Managers registered with SEBI;
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c) Association of Persons; d) Companies and bodies corporate including public
sector undertakings; e) Commercial banks; f) Financial institutions; g) Insurance companies; h) Mutual Funds; i) Foreign portfolio investors; j) other foreign entities allowed by SEBI and RBI; k) All QIBs; l) any non-QIB Investors specifically mapped by the
Issuer on the BSE BOND – EBP Platform; and m) any other investor eligible to invest in these
debentures. Mode of Issue Private placement Listing (including name of stock market where it will be listed and timeline of listing)
The Issuer shall list the Debentures on BSE within a maximum period of 4 (four) Trading days from the Closure of Issue.
Rating of the Instrument ICRA AA by the Rating Agency Issue Size Rs.300,00,00,000/- (Rupees Three Hundred Crore
only) Minimum Subscription As the current issue of Debentures are being made on
private placement basis, the requirement of minimum subscription shall not be applicable and therefore the Issuer shall not be liable to refund the issue subscription(s)/proceed(s) in the event of the total issue collection falling short of the issue size or certain percentage of the issue size.
Option to retain over-subscription None
Objects of the Issue To raise debt up to Rs.300,00,00,000/- (Rupees Three Hundred Crore only) comprising of 3000 (Three Thousand) rated, listed, unsecured, redeemable non-convertible debentures having face value of Rs. 10,00,000/- (Rupees Ten Lakhs only) each
Details of the utilisation of the Proceeds
Towards capital expenditure, refinancing / servicing of existing debt, operational expenses, investment in subsidiaries/ associates/ joint ventures/Tata group companies by way of ICD’s / equity / OCD’s/ CCD’s/CCPS or any other instrument, acquisition of equity stake in group companies & for other business purposes. Pending utilization for above purposes, Unutilized funds can be temporary invested in liquid / overnight mutual fund schemes, FDR with banks, etc.
Coupon Rate To be Decided via bidding (Rate Discovery) Description regarding Security (where applicable) including type of security
Not Applicable as NCD’s are unsecured
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(movable/immovable/tangible etc.), type of charge (pledge/ hypothecation/ mortgage etc.), date of creation of security/ 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/ Placement Memorandum. Step Up/ Step Down Coupon Rate N.A. Coupon Payment Frequency Annual and on redemption
Coupon payment dates April 25, 2023
May 26, 2023 Coupon Type Fixed Coupon Rate To be Decided via bidding (Rate Discovery) Bid Book Type open EBP On BSE EBP Platform EBP Process Mode of Settlement ICCL Manner of Bidding Open Book Bidding Pay-in-Date T+1 Settlement Cycle The process of pay-in of funds by investors and pay-out
to issuer shall be done on T+1 day basis where T day is the issue day (EBP day) (i.e. April 25, 2022 where T day is issue day i.e. April 22, 2022)
Coupon Reset Date N.A. Coupon Reset Process (including rates, spread, effective date, interest rate cap and floor etc.)
N.A.
Day Count Basis Actual/ Actual Interest on Application Money The Issuer shall be liable to pay to each Debenture
Holder, interest on the application monies (subject to any tax deductible at source under Applicable Law paid by the said Debenture Holder) in the event that the Debenture Holder has remitted the application monies prior to any Deemed Date of Allotment, for which interest shall be calculated at the Rate of Return on the application monies, for the period commencing from the date on which the said Debenture Holder has made payment of the application monies (in respect of the Debentures) and ending on the day prior to the said Deemed Date of Allotment. The interest on the application monies shall be paid by the Issuer to the Debenture Holders within 7 (Seven) Business Days from the said Deemed Date of Allotment.
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Default Interest Rate In case of default in Payments on the respective Due Dates, the defaulted amount thereof shall carry Default Interest, and therefore the Rate of Return shall stand increased by 2% (Two Percent) per annum, from the date of the occurrence of the default until the default is cured or the Debentures are redeemed pursuant to such default, as applicable. If the company fails to list the debenture within 4 (four) trading days from the issue closing date penal interest of 1% p.a. over the coupon rate will be payable for the period of delay (i.e from date of allotment to the date of listing) Further, in the event that the Debenture Trust Deed is not executed before listing of debentures, the Issuer will be liable to pay further interest at the rate of 2% (Two Percent) per annum, which shall be paid over and above the Rate of Return for the period until the execution of the Debenture Trust Deed.
Tenor 396 Days Redemption Date The Debentures shall be redeemed by way of a bullet
repayment on 26 May, 2023, subject to exercise of early redemption of Debentures upon occurrence of an Event of Default in terms of the Transaction Documents.
Redemption Amount Rs. 10,00,000/- (Rupees Ten Lakh only) per Debenture. Issue Price Rs. 10,00,000/- (Rupees Ten Lakh only) per Debenture. Face Value Rs. 10,00,000/- (Rupees Ten Lakh only) per Debenture Put Date Not Applicable Put Price Not Applicable Call Date Not Applicable Call Price Not Applicable Put Notification Time (Timelines by which the investor need to intimate Issuer before exercising the put)
Not Applicable
Call Notification Time (Timelines by which the Issuer need to intimate investor before exercising the call)
Not Applicable
Minimum Application and in multiples of ____ Debt Securities thereafter
1 (One) Debenture and in multiples of 1 (One) Debenture thereafter
Issue Timing 1. Issue Opening Date 2. Issue Closing Date 3. Pay-in Date 4. Deemed Date of Allotment
Issue Opening Date: April 22, 2022 (11:00 am) Issue Closing Date: April 22, 2022 (12:00 noon) Pay-in Date: April 25, 2022 Deemed Date of Allotment: April 25, 2022
Issuance mode of the Instrument Demat only
Allotment of securities To be completed by 2 (two) trading days from closure of issue
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Trading mode of the Instrument Demat only
Settlement mode of the Instrument RTGS/ NEFT or such other mode as may be determined by the Issuer. The pay-in of subscription monies for the Debentures shall be made by way of transfer of funds from the bank account(s) of the Eligible Investors (whose bids have been accepted on the Electronic Book Platform) as registered with the Electronic Book Provider into the account of clearing corporation of BSE i.e. Indian Clearing Corporation limited (ICCL).
Depository(ies) NSDL Business Day Convention If any Redemption Date falls on a day which is not a
Business Day, in which case all payments to be made on the Redemption Date (including accrued interest) shall be made on the immediately preceding Business Day. If any coupon payment Date falls on a day which is not a Business Day, in which case coupon payments to be made on immediately succeeding Business Day.
Record Date If the Due Date pertains to schedule Interest Payment Date, Record Date shall be 14 (Fourteen) days prior to such Due Date and if the Due Date pertains to scheduled Maturity Date, Record Date shall be 14 (Fourteen) days prior to such Due Date.
All covenants of the issue (including side letters, accelerated payment clause, etc.)
Refer Key Covenants
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).
The Debentures are unsecured.
Transaction Documents (a) Debenture Trustee Agreement; (b) Placement Memorandum; (c) Debenture Trust Deed; (d) rating letter and rating rationale issued by the
Rating Agency; (e) letter of appointment of Registrar and Transfer
Agent; (f) Debenture Trustee consent letter; and (g) Any other document that may be designated as
a transaction document by the Debenture Trustee.
Conditions Precedent to Disbursement
As customary for transaction of a similar nature and size including:
(a) Receipt of credit rating from the Rating
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Agency, assigning a minimum rating of ICRA AA to the Debentures.
(b) Consent letter from the Debenture Trustee conveying their consent to act as the trustee for the benefit of the Debenture Holders.
(c) Letter from BSE conveying its in-principle approval for listing of the Debentures.
(d) Execution of the Debenture Trustee Agreement. (e) Issuance of the Placement Memorandum. (f) Passing of relevant board and shareholder
resolutions required under Applicable Law. (g) A certificate from the company secretary of the
Company confirming that the borrowing by way of issuance of Debentures is within the limits approved by the shareholders pursuant to the special resolution passed by the shareholders of the Company under Section 180(1)(c) of the Act and the rules made thereunder.
(h) Undertaking from the Issuer to the effect that no Event of Default or potential 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.
Conditions Subsequent to Disbursement
As customary for transaction of a similar nature and size including:
(a) filing of the return of allotment with the relevant
registrar of companies within the timelines specified under the Act.
(b) Execution of the Debenture Trust Deed before listing of Debentures.
(c) Making application to BSE within 4 (four) trading days from closure of issue, the Deemed Date of Allotment seeking final listing approval within 4 (four) trading days from closure of issue.
Event of Default (including manner of voting/ conditions of joining Inter Creditor Agreement)
An Event of Default shall have occurred upon the happening of any event or circumstances, including those mentioned hereunder:
(a) Failure on the part of the Issuer to forthwith satisfy all or any part of Payments in relation to the Debentures or otherwise under the Transaction Documents on the respective Due Date;
(b) Breach of any representations and/or warranties or covenants or undertaking contained in any other Transaction Document or any such representations and/or warranties are found to be untrue, misleading, incomplete or incorrect, when made and such event, if capable of remedy has not been remedied by the Issuer
46
within the cure period (if any) set out in the Transaction Documents;
(c) Any event or any series of events occur, which, in the opinion of the Debenture Trustee, causes a Material Adverse Effect.
(d) Cross default with any other debt obligation of the Issuer of more than Rs 40,00,00,000/- (Rupees Forty Crores only) and the Issuer receives such notice of event of default from the relevant lender/investor.
(e) Any action, voluntary or involuntary, taken under the IBC (or any analogous law) against the Company, including any application/petition is filed for corporate insolvency resolution against/by the Company.
(f) If the Company commences a voluntary proceeding under any applicable bankruptcy, insolvency, winding up or other similar law now or hereafter in effect, or admits inability to pay its respective debts as they fall due, or consents to the entry of an order for relief in an involuntary proceeding under any such law, or consents to the appointment of or the taking of possession by a receiver, liquidator, assignee (or similar official) for any or a substantial part of its respective property.
(g) If the Company voluntarily or compulsorily goes into liquidation or ever has a receiver appointed in respect of its assets or refers itself under any other law providing protection as a relief undertaking.
(h) If a petition is filed for the winding up of the Company and the same is admitted, and such petition is not dismissed or stayed within a period of 30 (thirty) days of such petition being admitted.
(i) The Company is nationalized or is under the management of the Central Government
The conditions of joining Inter Creditor Agreement shall be as per the relevant directions of SEBI issued in terms of the SEBI circular dated October 13, 2020 bearing no. SEBI/HONIRSD/CRADT/CIR/P/2020/203.
Creation of recovery expense fund The Company further undertakes to create a recovery expense fund in the manner as may be specified by the SEBI from time to time and inform the Debenture Trustee about the same.
Conditions for breach of covenants or Event of Default (as specified in Debenture Trust Deed )
Please refer the issue details
Key Covenants The Rate of Return shall stand increased by 0.25% (Zero Decimal Point Two Five Percent) if the rating of the Debentures is downgraded by the Rating
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Agency to A+ and the Rate of Return shall be further increased by 0.25% (Zero Decimal Point Two Five Percent) for every notch of downgrade thereafter in the rating of the Debenture. The Rate of Return shall be restored back to earlier levels if the rating is, thereafter, upgraded by the Rating Agency back to earlier respective levels. The revised Rate of Return shall be applicable from the date of press release announcing the change in rating by the Rating Agency
In the event the rating of the Issuer is downgraded below ‘A-’ during the tenure of the Debentures, then the Debenture Holders shall have a right to require the Issuer to redeem the Debentures (“Early Redemption Option”) with a notice period of 30 days from the date of issuance of a notice in this regard by the relevant Debenture Holders to the Issuer (“Early Redemption Date”).
For avoidance of doubt, in the event of multiple credit rating reports, the lowest credit rating assigned by any of the rating agencies shall be considered.
Issuer shall ensure that Promoter shall, at all times until the Final Settlement Date, directly or indirectly hold a minimum of 51% (Fifty One Percent) shareholding in the Issuer.
The Issuer shall not remove ‘Tata’ from its name at any time until the Final Settlement Date.
Provisions related to Cross Default Clause
Cross default with any other debt obligation of the Issuer of more than Rs 40,00,00,000/- (Rupees Forty Crores only) and the Issuer receives such notice of event of default from the relevant lender/investor.
Role and Responsibilities of Debenture Trustee
To oversee and monitor the overall transaction for and on behalf of the Debenture Holders.
Risk factors pertaining to the issue Please refer Section 3 of the IM Governing Law and Jurisdiction The Debentures are governed by and shall be construed
in accordance with the existing Indian Laws. Any disputes arising out of this Issue will be subject to the exclusive jurisdiction of the courts and tribunals at Mumbai.
PART B: DISLCOSURES UNDER THE ACT (a) Name, address, website, if any, and other contact details of the Company, indicating both
registered office and the corporate office: Issuer / Company: Tata Realty and Infrastructure Limited (the “Company” or “Issuer”) Registered Office: E Block, Voltas Premises, T. B. Kadam Marg Chinchpokli Mumbai -
MH 400033 IN Corporate Office: E Block, Voltas Premises, T. B. Kadam Marg Chinchpokli Mumbai -
(b) Date of Incorporation of the Company: 02/03/2007
(c) Business carried on by the Company and its subsidiaries with the details of branches or units, if any; Please refer to Section 5 (b)
(d) Brief particulars of the management of the Company:
Sr. No.
Name & Designation
Brief Profile
1 Mr. Banmali Agrawala- Chairman
Mr. Banmali Agrawala is the President, Infrastructure and Defence & Aerospace, Tata Sons Limited. In his earlier role, he was President and CEO of GE, South Asia, where he was responsible for all of GE’s operations in the South Asia region. Prior to GE, he was Executive Director (BD & Strategy) and a member of the Board of Tata Power. A veteran in the Energy domain, Banmali has over 30 years of global experience. He started his career with the Wartsila Group where he spent over 20 years, both in India and in Finland. At the time of leaving the Wartsila Group, he was the Managing Director of Wartsila India Ltd, the Global head of the Bio Power Industries and a member of the Global Power Plant Management Board. An active member of the Confederation of Indian Industries (CII), Banmali has held several official positions within CII such as Chairman of the Western Regional Council, and currently is also a Member of CII’s National Council. Banmali is a Mechanical Engineering graduate from Mangalore University and an alumnus of the Advanced Management Programme of Harvard Business School.
2. Mr. Sanjay Dutt- Managing Director & CEO
Mr. Sanjay Dutt is the MD & CEO of Tata Realty & Infrastructure Ltd and Tata Housing Development Company Ltd. Mr. Sanjay has over 28 years of experience in the Real Estate Development and Consulting space. In his current role, he manages over 20 ongoing projects across 13 cities in India, Sri Lanka & Maldives, which include Commercial, Retail, Hospitality, and Residential (Luxury/Premier, Affordable, Second Home & Mixed-Use Township). He is also actively involved in the management of the infrastructure projects, which include 3 ropeways, 4 roadways & a Metro project in Pune. In his previous role, he was the CEO of India Operations & Private Funds with CapitaLand, a multinational Alternative Asset Management Company focusing on real estate, infrastructure, and private equity. Sanjay spent 23 years with globally top 3 real estate consulting companies. He was MD South Asia at Cushman & Wakefield (2001-2008 and 2012-2016), also CEO Business with JLL (2008 – 2012), and was one of the founder members of CBRE, India (1996-2001). Sanjay holds a Post-Graduate
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Sr. No.
Name & Designation
Brief Profile
in Marketing & HR from the International Management Institute. He is the Chairman of South Asia - RICS, Joint Chairman of the FICCI - Real Estate Committee and Chairman APREA Asia-Advocacy Committee, Advisory Board NAREDCO, and Co-Chairman of ASSOCHAM – Ease of Doing Business Council and a member of CoreNet Global.
3 Mr. Rajeev Sabharwal- Director
Mr. Rajiv Sabharwal, a B. Tech from IIT Delhi and PGDM from IIM Lucknow, has over 25 years of experience in the banking and financial services industry. Mr. Sabharwal is currently the Managing Director & CEO, Designate of Tata Capital Limited, besides being a Non-Executive Director of Tata Capital Housing Finance Limited and Tata Securities Limited. He has served as an Executive Director on the Board of ICICI Bank where he was responsible for several businesses including retail banking, business banking, rural banking, financial inclusion business, technology and digital banking. He has also served as the Chairman of ICICI Home Finance Company Limited. Mr. Sabharwal also had successful stints with True North Managers LLP, Sequoia Capital, Godrej Group, SRF Finance, GE Capital and Times Bank.
4 Mr. Farokh Subedar- Director
Mr. Farokh Subedar has served as the Chief Operating Officer (COO) of Tata Sons Limited. He is also a Director on the Boards of several Tata Companies. He is a Member of the Managing Committee of The Bombay Chamber of Commerce & Industry and heads the Taxation and Accountancy Committees of the Chamber, and is a regular speaker at Seminars. Mr. Subedar graduated in B. Com. (Hons.) from Bombay University. He is a Chartered Accountant and is a member of the Institute of Company Secretaries of India.
5 Ms. Sandhya Kudtarkar- Independent Director
Mrs. Sandhya Kudtarkar is a Commerce graduate, qualified Chartered Accountant & Company Secretary and has worked with the Tata Group since March 1982. Having held various positions in the Secretarial function with Tata Steel, she was the Company Secretary of Tata Steel from June 1994 till October 2001 when she moved to the Group Legal Department. She retired from Tata Services Ltd from the position of Sr. Vice President - Legal Services in April 2018. Her scope of work included providing support to the senior management team of the Tata Group, handling transactions of mergers, acquisitions, joint ventures, foreign collaborations, divestments and corporate restructuring and providing legal advice to all the Tata Companies on corporate laws. Her strengths are sound domain knowledge of Company Law, SEBI Regulations and Foreign Exchange Regulations. She is a director of various companies, including Tata International Ltd., Tata Realty and Infrastructure Limited, Universal MEP Projects & Engineering Services Limited (subsidiary of Voltas Ltd.), Fiora Business Support Services Ltd. & Nahar Retail Trading Services Ltd. (subsidiaries of Trent Ltd.).
6 Mr. Prabhakar Panda- Independent Director
Mr. Prabhakar Panda is M.A in political science from Utkal University, Bhubaneswar and graduated with Hons. from Ravenshaw College Cuttack. He has also obtained diploma in Personnel and Industrial Management from IGNOU and completed Postgraduate diploma in Human Resources Management/MBA from Osmania
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Sr. No.
Name & Designation
Brief Profile
University. Mr. Panda also has a Ph. D in Economics (Political Governance of Public Funds) from Delhi University. Mr. Prabhakar Panda was associated with Orissa State Financial Corporation (a P.S.U.) for 24 years. His scope of service/experience was in the field of project appraisal, financial management and business development, administration, and rapport with top Government Authorities, Business Tycoons and Bankers. He has worked as an officer in several district headquarters of Odisha and availed VRS & quit the corporation inspite of their enough of motivation for him to stay with the corporation. Mr. Prabhakar Panda was also associated as Director with Hitech- Medical College and Hospital, Bhubaneswar for past 15 years. His scope of work was Personnel and Administration related like Project Planning and Development and Corporate Affairs. After availing VRS from there in 2005, He is currently involve with day to day administration, selection/recruitment & organizing and attending seminars and meetings, bringing up new projects and research programs and dealt with problems linked with Government and Government Organizations. He has also being Co-authored to a book named as “Political Economy” which was published by Asish publication house, New Delhi in the year 2000, which has been appreciated and circulated by a few foreign Universities. He has also obtained distinction and Award in field of Cultural and Organizational work from ‘Chinta-O-Chetana’ in 1998. Industrial-Educational-Medical Promotion and Development.
(e) Name, addresses, DIN and occupations of the directors:
Name Address DIN Occupations
of directors Mr. Banmali Agrawala Designation: Chairman - Non-Executive Non-Independent Director
Mr. Prabhakar Panda Designation: Non-Executive Independent Director
213/A, Metro Residency, Behera Sahi, Nayapalli, Bhubaneswar-751012, Orissa
02860918 Professional
(f) MANAGEMENT PERCEPTION OF RISK FACTORS:
Please refer to Section 3 of this Placement Memorandum
(g) Details of defaults, if any, including therein the amounts involved, duration of default, and present status, in repayment of: (i) Statutory Dues: Nil (ii) Debentures and interest thereon: Nil (iii) Deposits and interest thereon: Nil (iv) Loan from any bank or financial institution and interest thereon: Nil
(f) Name, designation, address and phone number, email ID of the nodal / compliance officer
of the Company, if any, for the Issue: Name: Ms. Rashmi Jain Designation: Company Secretary Address: C/o E Block, Voltas Premises, T B Kadam Marg, Chichpokli, Mumbai - 400
(g) Any default in annual filing of the Company under the Companies Act, 2013 or the rules made thereunder: None
1.1 Particulars of the Offer:
Financial position of the Company for the last 3 (three) financial years
Please refer to Annexure V of this Placement Memorandum.
Date of passing of Board Resolution
Board resolution dated April 17, 2019. A copy of the said resolutions is attached hereto as Annexure VII.
Date of passing of resolution in general meeting, authorizing the offer of securities
Shareholders resolution under Section 42 of the Companies Act, 2013 dated July 21, 2021 and shareholders resolutions under Section 180(1)(c) of the Companies Act, 2013 dated September 23, 2019. A copy of the said resolutions is attached hereto as Annexure VIII.
Kind of securities offered (i.e. whether share or
3000 (Three Thousand) Rated, Unsecured, Redeemable, Listed Non-Convertible Debentures of the face value of Rs. 10,00,000/- (Rupees
52
debenture) and class of security; the total number of shares or other securities to be issued
Ten Lakhs only) each aggregating to Rs. 300,00,00,000/- (Rupees Three Hundred Crores only) on a private placement basis (the “Issue”).
Price at which the security is being offered, including premium if any, along with justification of the price
The Debentures are being offered at face value of Rs. 10,00,000/- (Rupees Ten Lakhs only) per Debenture.
Name and address of the valuer who performed valuation of the security offered, and basis on which the price has been arrived at along with report of the registered valuer
Not applicable as the Debentures are being offered at face value of Rs. 10,00,000/- (Rupees Ten Lakhs only) per Debenture
Relevant date with reference to which the price has been arrived at [Relevant Date means a date at least 30 days prior to the date on which the general meeting of the Company is scheduled to be held]
N.A.
The class or classes of persons to whom the allotment is proposed to be made
Please refer Section 8.14 of this Placement Memorandum
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]
Not applicable.
The proposed time within which the allotment shall be completed
Issue Opening Date: April 22, 2022 (11:00 am) Issue Closing Date: April 22, 2022 (12:00 noon) Pay-in Date: April 25, 2022 Deemed Date of Allotment: April 25, 2022
The names of the proposed allottees and the percentage of post private placement capital that may be held by them [Not applicable in case of issue of non-convertible debentures]
Not applicable.
The change in control, if any, in the company that
No change in control would occur consequent to the private placement
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would occur consequent to the private placement 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
N.A
The justification for the allotment proposed to be made for consideration other than cash together with valuation report of the registered valuer
Not applicable
Amount, which the Company intends to raise by way of proposed offer of securities
Up to Rs. 300,00,00,000/- (Rupees Three Hundred Crore only)
Terms of raising of securities:
Duration, if applicable:
396 Days from the date of allotment
Coupon Rate: To be Decided via bidding (Rate Discovery)
Mode of Payment cheque(s)/ demand draft/ electronic clearing services (ECS)/credit through RTGS system/funds transfer
Mode of Repayment
cheque(s)/ electronic clearing services (ECS)/credit through RTGS system/funds transfer
Proposed time schedule for which the Issue/Offer Letter is valid
Issue Opening Date: April 22, 2022 (11:00 am) Issue Closing Date: April 22, 2022 (12:00 noon) Pay-in Date: April 25, 2022 Deemed Date of Allotment: April 25, 2022
Purpose and objects of the Issue/Offer
Towards capital expenditure, refinancing / servicing of existing debt, operational expenses, investment in subsidiaries/ associates/ joint ventures/Tata group companies by way of ICD’s / equity / OCD’s/ CCD’s/CCPS or any other instrument, acquisition of equity stake in group companies & for other business purposes. Pending utilization for above purposes, unutilised funds can be temporary invested in liquid / overnight mutual fund schemes, FDR with banks, etc.
Contribution being made by the promoters or directors either as part of the offer or separately in furtherance of such objects
N.A.
Principle terms of assets charged as security, if applicable
Not Applicable as NCD’s are unsecured
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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
N.A.
The pre-issue and post-issue shareholding pattern of the Company in the following format: There will be no change in shareholding pattern of the Company pursuant to the issue, as non-convertible debentures are being issued in terms of this Placement Memorandum. Please find below the details:
Sl. No. Category
Pre-issue Post-issue
No. of shares held
Percentage of
shareholding
No. of shares held
Percentage of shareholding
A Promoters’ holding
This issuance of Debentures will not alter the paid-up capital of the Company
This issuance of Debentures will not alter the paid-up capital of the
Company
Indian 1 Individuals
Bodies Corporate
Sub-total
2 Foreign promoters
Sub-total (A)
B Non promoters’ holding
1 Institutional Investors
2 Non-Institutional Investors
Private Corporate Bodies
Directors and relatives
Indian public
Others (including
Non-resident Indians)
Sub-total (B) Grand Total
1.2 Mode of payment for subscription (Cheque/ Demand Draft/ other banking channels):
Other banking channels – RTGS/NEFT
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1.3 Disclosure with regard to interest of directors, litigation, etc.:
Any financial or other material interest of the directors, promoters or key managerial personnel in the offer/ Issue and the effect of such interest in so far as it is different from the interests of other persons
None
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 Company during the last 3 (three) years immediately preceding the year of the issue of this 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
None
Remuneration of directors (during the current year and last 3 (three) financial years)
Please refer to Annexure XIII for Remuneration of directors for current year and last three financial years.
Related party transactions entered during the last 3 (three) financial years immediately preceding the year of issue of this Offer Letter including with regard to loans made or, guarantees given or securities provided
Please refer to Annexure IX.
Summary of reservations or qualifications or adverse remarks of auditors in the last 5 (five) financial years immediately preceding the year of issue of this 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
There are no reservations, qualifications or adverse remarks of auditors in the last 5 (five) financial years immediately preceding the year of issue of this Placement Memorandum.
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or qualifications or adverse remark Details of any inquiry, inspections or investigations initiated or conducted under the Companies Act or any previous company law in the last 3 (three) years immediately preceding the year of circulation of the Offer Letter in the case of the Company and all of its subsidiaries. Also, if there were any were any prosecutions filed (whether pending or not) fines imposed, compounding of offences in the last 3 (three) years immediately preceding the year of this Offer Letter and if so, section-wise details thereof for the Company and all of its subsidiaries
None
Details of acts of material frauds committed against the Company in the last 3 (three) years, if any, and if so, the action taken by the company
None
1.4 Financial Position of the Company:
The capital structure of the company in the following manner in a tabular form:
The authorized, issued, subscribed and paid up capital (number of securities, description and aggregate nominal value)
Please refer to Section 4 of this Placement Memorandum
Size of the Present Offer Rs. 300,00,00,000/- (Rupees Three Hundred Crores only) Paid-up Capital:
a. After the offer:
b. After the conversion of Convertible Instruments (if applicable)
This issuance of Debentures will not alter the paid-up capital of the Issuer
Share Premium Account:
a. Before the offer:
b. After the offer:
This issuance of Debentures will not alter the paid-up capital of the Issuer
Details of the existing share capital of the Issuer: S No:
5. 30st March, 2016 10,00,00,000 10 100,00,00,000 Conversion of 5% Non-Cumulative Convertible Preference Shares into 10,00,00,000 Equity Shares of Rs. 10/- each.
6. 24th August, 2016 19,23,07,692 10 192,30,76,920 Conversion of Compulsory Convertible Debentures (CCDs) into Equity Shares at a premium of Rs. 3 Per Share
7. April 09, 2020 60,00,00,000 10 1200,00,00,000 RTGS payment/cash
(80,00,00,000) 10 (800,00,00,000) Reduction of 5% Non-Cumulative Convertible Preference Shares Capital by way of court order dated 6th February, 2009
2. 30st March, 2016 (20,00,00,000) 10 (200,00,00,000) Conversion of 5% Non-Cumulative Convertible Preference Shares into 10,00,00,000 Equity Shares of Rs. 10/- each.
Details of allotments made by the Company in the last one year prior to the date of this Offer Letter separately indicating the allotments made for consideration
N.A
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other than cash and details of the consideration in each case.
Profits of the Company, before and after making provision for tax, for the 3 (three) financial years immediately preceding the date of circulation of this Offer Letter
Year
Profit before tax
(Rs. in Crore)
Profit after tax (Rs. in Crore)
FY 2020-21 IND AS
(90.68) (96.36)
FY 2019-20 IND AS
(201.67) (225.85)
FY 2018-19 IND AS
(173.28) (186.27)
Dividends declared by the Company in respect of the said 3 (three) financial years; interest coverage ratio for last three years (cash profit after tax plus interest paid/interest paid)
The Company has not declared any dividends in the last 3 (three) Financial Years Interest coverage ratio:
Year Interest Coverage Ratio FY 2020-21 0.58
FY 2019-20 0.30
FY 2018-19 0.25
A summary of the financial position of the Company as in the 3 (three) audited balance sheets immediately preceding the date of circulation of this Offer Letter
Please refer to Annexure V of this Placement Memorandum.
Audited Cash Flow Statement for the 3 (three) years immediately preceding the date of circulation of this Offer Letter
Please refer to Annexure V of this Placement Memorandum.
Any change in accounting policies during the last 3 (three) years and their effect on the profits and the reserves of the Company
The Financial Statements from the Financial Year 2016-17 onwards have been audited as per Indian Accounting Standards, as applicable to the Company.
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SECTION 6: DISCLOSURES PERTAINING TO WILFUL DEFAULT
In case of listing of debt securities made on private placement, the following disclosures are required to be made vide SEBI NCS Regulations:
A. Name of the Bank declaring the entity as a Wilful Defaulter: NIL
B. The year in which the entity is declared as a Wilful Defaulter: NIL
C. Outstanding amount when the entity is declared as a Wilful Defaulter: NIL
D. Name of the entity declared as a Wilful Defaulter: NIL
E. Steps taken, if any, for the removal from the list of Wilful Defaulters: NIL
F. Other disclosures, as deemed fit by the Issuer in order to enable investors to take informed
decisions: NIL
G. Any other disclosure as specified by the Board: NIL
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SECTION 7: TRANSACTION DOCUMENTS AND KEY TERMS
7.1 Transaction Documents
The following documents shall be executed in relation to the Issue (“Transaction Documents”):
(a) Debenture Trustee Agreement, which will confirm the appointment of IDBI Trusteeship
Services Limited as the Debenture Trustee (“Debenture Trustee Agreement”);
(b) Debenture Trust Deed, which will set out the terms upon which the Debentures are being issued and shall include the representations and warranties and the covenants to be provided by the Issuer (“Debenture Trust Deed”); and
(c) Such other documents as agreed between the Issuer and the Debenture Trustee and/or the
Debenture Holder(s). The Debenture Trustee Agreement shall be executed on or prior to the Issue Closing Date and the Debenture Trust Deed shall be executed on or prior to the Listing of NCD’s. 7.2 General Representations and Warranties of the Issuer
The Issuer hereby makes the following representations and warranties to the Debenture Trustee and the Debenture Holders’ and the Issuer acknowledges that each of the Debenture Holders are subscribing to the Debentures in reliance on the representations of the Issuer set out herein:
i. Authority and Capacity
(i) The Issuer has been duly incorporated, organized and is validly existing, under
Applicable Law.
(ii) The Issuer has the corporate power, authority and all material permits, approvals, authorizations, licenses, registrations, and consents including registrations, to own and operate its assets and to carry on its business in substantially the same manner as it is currently conducted.
(iii) The Issuer has not taken any action nor has any order been passed for their winding-up,
dissolution or re-organisation or for the appointment of a liquidator, supervisor, receiver, administrator, administrative receiver, compulsory manager, trustee or other similar officer for them or in respect of its assets.
(iv) The Issuer is in compliance with all Applicable Law for the performance of its obligations
with respect to the transactions contemplated under the Transaction Documents (including with respect to the Issue).
(v) The Issuer has the legal right, power and authority to enter into, deliver and perform the
Transaction Documents and all other documents and instruments required to be executed pursuant thereto or in connection therewith, and such documents, when executed, will constitute valid and binding obligations and be enforceable against the Issuer in accordance with their respective terms.
(vi) The Issuer represents that all Consents, and actions of, filings with and notices to any
Governmental Authority as may be required to be obtained by the Issuer in connection with the execution, delivery and performance by the Issuer of the Transaction Documents
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have been obtained. ii. Corporate Matters
(i) The Issuer has provided the Debenture Trustee with copies of the constitutional
documents of the Issuer and the copies of the constitutional documents of the Issuer delivered to the Debenture Trustee are true and complete copies, and the Issuer has complied with all the provisions of its constitutional documents in relation to the Issue. The Issuer has provided to the Debenture Trustee, certified copies of the resolutions passed at the meeting of the board of directors and shareholders of the Issuer authorizing the Issuer to issue and allot the Debentures. All the legal and procedural requirements specified in the constitutional documents in relation to the Issue, have been duly complied with in all respects.
(ii) Except as disclosed in the Placement Memorandum, the registers, documents and minute
books (including the minutes of board and shareholders meeting) required to be maintained by the Issuer under Applicable Law: A. are up-to-date and have been maintained in accordance with Applicable Law; B. comprise complete and accurate records of all information required to be recorded
in such books and records; and C. no notice or allegation that any of them are incorrect and/ or should be rectified
has been received.
iii. Valid and Binding Obligations
The Transaction Documents constitute a legal valid and binding obligation of Issuer enforceable against it in accordance with the respective terms.
iv. Non-conflict with other obligations
(i) The entry into and performance by the Company of, and the transactions contemplated
by, the Transaction Documents to which it is a party, do not and will not conflict with any Applicable Law or order, writ, injunction or decree of any court or Governmental Authority having jurisdiction over the Company;
(ii) The entry into and performance by the Company of, and the transactions contemplated
by, the Transaction Documents to which it is a party, do not and will not conflict with its constitutional documents; and
(iii) The entry into and performance by the Company of, and the transactions contemplated
by, the Transaction Documents to which it is a party, do not and will not conflict with any agreement or instrument binding upon it or any of its assets.
v. No misleading information
(i) All information provided by the Issuer in respect of itself, whether under this Placement
Memorandum or any other Transaction Documents or otherwise, is true and accurate in all respects as at the date it was provided or as at the date at which it was stated. The Company confirms that all necessary disclosures have been made in this Placement Memorandum, including but not limited to statutory and other regulatory disclosures.
(ii) Nothing has occurred or been omitted from the Transaction Documents and no
information has been given or withheld which results in the information contained in the
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Transaction Documents being untrue or misleading in any material respect as at the date it was provided.
vi. Accounts and Records
The books of accounts of the Issuer have been fairly and properly maintained, the accounts of the Issuer have been prepared in accordance with Applicable Law and in accordance with applicable generally accepted accounting principles, so as to give a true and fair view of the business (including the assets, liabilities and state of affairs) of the Issuer.
vii. Borrowings
As at December 31, 2021, the Issuer has not availed or incurred any Financial Indebtedness (including the moneys availed of by issuing the Debentures) in excess of that disclosed in its audited financial statements for period ending December 31, 2021 submitted to the Debenture Trustee.
viii. Taxation Matters
(i) The Issuer has complied with all material requirements as specified under the respective
Tax laws as applicable to it in relation to returns, computations, notices and information which are or are required to be made or given by the Issuer to any Tax authority for taxation and for any other Tax or duty purposes, have been made and are correct.
(ii) There are no Tax disputes or other liabilities of Taxes on the Issuer in respect of which a
claim has been made or notice has been issued against the Issuer, which if adversely determined would materially impair the ability of the Issuer to service the Debentures.
ix. Employees
The Issuer is in compliance with all material obligations under the applicable labour laws and other Applicable Laws in relation to its employees.
x. No Immunity
Neither the Issuer nor any of its assets are entitled to immunity from suit, execution, attachment or other legal process in its jurisdiction of incorporation. Its entry into the Transaction Documents to which it is party or which are issued by it (or on its behalf) constitutes, and the exercise of its rights and performance of and compliance with its obligations under the Transaction Documents will constitute, private and commercial acts done and performed for private and commercial purposes.
xi. No Wilful Default
Neither the Issuer nor any of their directors, are classified as ‘Wilful Defaulters’ by any financial institution.
xii. Transaction Documents
The Company has, duly executed and delivered each of the Transaction Documents to which it is a Party, and each of such Transaction Documents constitute, upon execution, a legal, valid and
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binding obligation of the Company enforceable against it without any further action being required with respect to such Transaction Documents.
xiii. Nature of Representations and Warranties
The representations and warranties set out in this Section 7.2 (save and except the representations and warranties which by their very nature cannot survive) shall survive the issuance of this Placement Memorandum and execution of the Debenture Trust Deed. The representations and warranties set out in this Section 7.2 shall be deemed to be repeated and true and accurate on each date (including, without limitation, date of issuance of this Placement Memorandum) until the Final Settlement Date, as if made at each such time provided that this shall not apply in relation to any waivers in writing that the Majority Debenture Holders may provide subsequently.
7.3 Additional Representations and Warranties of the Issuer
In addition to the representations and warranties as set out under Section 7.2 above, the Issuer hereby makes the following representations and warranties to the Debenture Trustee and the Debenture Holders’ and the Issuer acknowledges that each of the Debenture Holders have subscribed to the Debentures in reliance on the representations of the Issuer set out herein.
i. Tata Sons:
Tata Sons owns at 100% (One Hundred Percent) shareholding ownership (on a fully diluted basis) and Management Control in the Company.
ii. Legal / Litigation Matters
(i) There are no claims, investigations or proceedings before any court, tribunal or Governmental Authority in progress or pending against or relating to the Issuer, which prevents the Issuer from fulfilling its obligations set out in any Transaction Document.
(ii) No order has been made, petition presented, resolution passed or meeting convened for the winding up (or other process whereby the business is terminated or a substantial part of the assets of the Issuer are distributed amongst its creditors and/ or shareholders or other contributories) of the Issuer and there are no cases or proceedings under any applicable insolvency, reorganization, or similar laws concerning the Issuer.
(iii) No application has been filed by / against the Company under the Insolvency and Bankruptcy Code, 2016 and/or moratorium has been declared in respect of any Financial Indebtedness of the Company under any Applicable Law including but not limited to the provisions of the Insolvency and Bankruptcy Code, 2016.
iii. Insurance
The Issuer has and will maintain an appropriate insurance cover for its fixed assets for risks and in amounts standard for companies in Issuer’s business and location, if applicable
iv. Event of Default
There is no Event of Default that has currently occurred or is continuing as on the date hereof.
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v. Project
There are no pending/ ongoing legal proceedings whatsoever in relation to the Project and/ or the Secured Assets, except disclosed in Annexure XIV
vi. Nature of Representations and Warranties
The representations and warranties set out in this Section 7.3 (save and except the representations and warranties which by their very nature cannot survive) shall survive the issuance of this Placement Memorandum and execution of the Debenture Trust Deed. The representations and warranties set out in this Section 7.3 (other than the representations and warranties set out in Section 7.3(vi) above) shall be deemed to be repeated and true and accurate on each date (including, without limitation, date of issuance of this Placement Memorandum) until the Final Settlement Date, as if made at each such time provided that this shall not apply in relation to any waivers in writing that the Majority Debenture Holders may provide subsequently.
7.4 Covenants of the Issuer (a) Information Covenants
The Company hereby undertakes to:
(i) Send to the Stock Exchange for dissemination, as required by the listing agreements
entered into by the Company with the Stock Exchanges along with the quarterly financial results/annual financial results, additional line items/ information under Regulation 52(4), 52(7) and 54 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
(ii) Forward/ intimate the following to the Debenture Trustee promptly:
A. a copy of annual report at the same time as it is issued along with a copy of certificate
from the Company's auditor in respect of utilisation of funds during the implementation period of the project for which the funds have been raised. In case the Debentures are issued for financing working capital or general corporate purposes or for capital raising purposes, copy of the auditor’s certificate may be submitted at the end of each Financial Year till the funds have been fully utilised or the purpose for which these funds were intended has been achieved;
B. any revision in the rating assigned to the Debentures; C. any default in timely payment of interest or redemption amounts or both in respect of
the Debentures; and D. all covenants of the issue (including side letters, accelerated payment clause, etc.)
(iii) Submit to the Debenture Trustee, a copy of all notices, resolutions and circulars relating
to:
A. new issue of non-convertible debt securities at the same time as they are sent to shareholders/ holders of non-convertible debt securities;
B. the meetings of holders of non-convertible debt securities at the same time as they are sent to the holders of non-convertible debt securities or advertised in the media including those relating to proceedings of the meetings;
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(iv) Submit to the Debenture Trustee, till the Final Settlement Date, its latest audited/ limited review half yearly consolidated (wherever available) and standalone financial information such as Statement of Profit and Loss, Balance Sheet and Cash Flow Statement and Audited Qualifications, if any, within the timelines as stipulated in simplified listing agreement issued by SEBI as may be amended from time to time;
(v) Submit such other disclosure to the Debenture Trustee as may be required under the SEBI
NCS Regulations, SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and other Applicable Laws;
(vi) The Company shall submit to the stock exchange and the debenture trustee and publish on
its website:
A. A copy of the annual report sent to the shareholders along with the notice of the annual general meeting, not later than the date of commencement of dispatch to its shareholders; and
B. In the event of any changes to the annual report, the revised copy along with the details
and explanation for the changes, not later than 48 (Forty Eight) hours after the annual general meeting.
(vii) The Company shall disclose on its website, all such events or information which have been
disclosed to the stock exchange(s) under the aforesaid regulations and such disclosures shall be hosted on the website of the Company for a minimum period of 5 (Five) years and thereafter as per the archival policy of the Company, as disclosed on its website.
(b) Additional Information Covenants
The Issuer shall provide / cause to be provided information in respect of the following promptly and no later than 7 (Seven) Business Days (unless otherwise specified in the sub-clauses hereinbelow) from the occurrence of such event (unless otherwise specifically provided): (i) Notification to the Debenture Trustee in writing of any notice of any application for
insolvency resolution process or winding up having been made or receipt of any statutory notice of commencement of insolvency resolution process or winding up under the provisions of the Act within a period of 5 (Five) days from the date of receiving such information.
(ii) Notification to the Debenture Trustee in writing of any proposed change in the nature or
scope of the business or operations of the Company prior to the date on which such action is proposed to be given effect, which affects the Debenture Holders adversely.
(iii) Notification to the Debenture Trustee in writing of any major change in the composition
of its Board of Directors.
(iv) Notify the Debenture Trustee in writing of any event which constitutes a Mandatory Prepayment Event / Event of Default or any event which may constitute (or, with the giving of notice, lapse of time, determination of materiality or satisfaction of other conditions, would be likely to constitute) a Mandatory Prepayment Event / Event of Default, specifying the nature of such event and any steps the Company is taking and proposes to take to remedy the same. This should be notified forthwith.
(v) Notification to the Debenture Trustee in writing of any merger, amalgamation, or
reconstruction scheme proposed by the Company.
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(vi) Submission of a certificate from the statutory auditor of the Company regarding the
utilisation of the proceeds raised from the issuance of the Debentures, within a maximum period of 30 (thirty) Business Days from each Deemed Date of Allotment.
(vii) Submission of a report to the Debenture Trustee on a quarterly basis, containing the following particulars:
A. Updated list of names and addresses of the Debenture Holders; B. Details of payments due but unpaid and reasons for non-payment thereof; C. The number and nature of grievances received from the Debenture Holders and (a)
resolved by the Issuer or (b) those grievances not yet resolved to the satisfaction of the Debenture Holders and the reasons for the same; and
D. Any other information as may be required by the Debenture Trustee.
(viii) Submission to the Debenture Trustee the annual financial statements for a Financial Year (including statutory auditors report, directors’ annual report, profit and loss accounts and a balance sheet) by no later than 6 (Six) months from the end of each Financial Year.
(ix) Submission to the Debenture Trustee, all such documents as are dispatched by the Company to its shareholders (or any class of them) or its creditors generally, simultaneously with the dispatch of the same to its shareholders/creditors.
(x) Submission to the Debenture Trustee, a certificate signed by an authorised officer of the Company confirming credit of dematerialised Debentures into the depository accounts of the Debenture Holder(s) within the timelines as agreed between the Parties or as prescribed by the Applicable Laws, whichever is earlier.
(xi) Notification to the Debenture Trustee in writing of any change in the credit rating assigned to the Debentures.
(xii) Furnish copy of the statutory auditor's certificate in respect of utilisation of funds, at the end of each financial year till the funds have been fully utilised or the purpose for which these funds were intended has been achieved;
(xiii) Promptly inform the Debenture Trustee in the event of occurrence of any of the following:-
A. any corporate debt restructuring undertaken by the Company; B. any fraud/defaults by the promoter of the Company or key managerial personnel of
the Company or by the Company or arrest of any key managerial personnel of the Company; and
C. reference to national company law tribunal or insolvency petitions (if any) filed by any creditor of the Company.
(xiv) Furnish to the Debenture Trustee such other information and certificates, as may be
required from time to time as per the Applicable Laws.
(xv) Furnish to the Debenture Trustee such other information and certificates as may be required by the Debenture Holders and the Debenture Trustee from time to time.
(c) Positive Covenants
(i) The Issuer shall maintain its/their existence, corporate or otherwise, and right to carry on
business and operations and ensure that it has the appropriate, requisite material consents
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and is duly qualified to conduct its business and operations as it is conducted in all applicable jurisdictions and will obtain and maintain all material consents and rights necessary for the conduct of its business and operations in such jurisdictions.
(ii) The Issuer shall perform all of its respective obligations under the terms of the applicable Transaction Documents and maintain in full force and effect each of the Transaction Documents to which it is a party.
(iii) The Issuer shall without undue delay attend to and redress the grievances, if any, of the Debenture Holder(s). The Issuer further agrees that it shall promptly advise the Debenture Trustee of the grievances and the steps taken by the Issuer to redress the same. The Issuer further shall inform the Debenture Trustee of any unsatisfied grievances and may accept the suggestions of the Debenture Trustee in the redressal of the same.
(iv) Records and Inspection: The Issuer hereby agrees that it shall:
A. keep such adequate accounting and control systems, management information
systems, books of account, and other records as are required to be maintained under law and such accounts as are adequate to reflect truly and fairly the financial condition and results of operations and which shall contain full, true and correct entries in conformity with generally accepted accounting principles consistently applied and all requirements of law; and
B. at its sole cost and expense permit the Debenture Trustee, as the representative of the Debenture Holders, to enter into, after having provided the Issuer with reasonable notice of at least 14 (Fourteen) Business Days, its premises and carry out technical, financial and legal inspections of its assets, facilities and inspect and make copies of the books of record and accounts of the Issuer to discuss the affairs, finances and accounts of the Issuer with, and be advised as to the same, by its officers.
(v) The Company shall:
A. pay or cause to be paid all Taxes (including stamp taxes), duties, fees, or other charges
payable on or in connection with the execution, issue, delivery, registration, or notarization, or for the legality, validity, or enforceability of any of the Transaction Documents and any other documents related thereto;
B. pay or cause to be paid all Taxes, duties and fees payable by it under Applicable Law,
including but not limited to payment of (i) all present and future Taxes imposed on it prior to or on the date when due and (ii) all present and future claims, levies or liabilities (including for labour, services, materials and supplies) which have become due and payable;
C. pay or cause to be paid such disputed taxes or other claims, levies or liabilities of it
upon the delivery of any judgment or order, interim or otherwise, (unless contested by the relevant person bonafide, validly and in good faith, as determined by the Debenture Trustee) requiring the payment of any such Taxes;
(vi) The Company shall comply in all respects with all Applicable Laws including, the
Companies Act, 2013.
(vii) In case of losses , the Company shall not declare or pay any dividend to its shareholders during any Financial Year without the prior consent of the Debenture Holders holding an aggregate amount representing not less than 2/3rd (Two Thirds) of the value of the nominal
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amount of the Debentures then existing and outstanding for the time being.
(viii) In the event that any of the directors of the Company are added to any defaulter’s list by any Governmental Authority, the Company shall take immediate steps forthwith to remove such person from its board of directors.
(ix) The Company hereby confirms that the Company is in compliance with the provisions of the Foreign Account Tax Compliance Act (“FATCA”) and the Company hereby undertakes to ensure the compliance of the provisions of the FATCA at all times until the Final Settlement Date. The Company agrees to provide the respective authorities with any documentation or information requested relating to self or beneficiary or related tax entity to the extent required by the Debenture Trustee for meeting its compliances and provide a copy of the documents provided to the tax authorities to the Debenture Trustee for its records. Further, the Company agrees to indemnify the Debenture Trustee against all penal consequences pursuant to non-compliance of the aforesaid provision by the Company.
(x) The Company shall not forfeit unclaimed interest/dividend and such unclaimed interest/dividend shall be transferred to “Investor Education and Protection Fund” as per Section 125 of the Act.
(xi) The Company shall submit to the Debenture Trustee and the Debenture Holders correct and adequate information (in the manner and format as requested by them or as required by Applicable Law) and within the timelines and procedures specified in the Applicable Laws.
(d) Additional Positive Covenants
The Issuer hereby covenants and agrees that until the Final Settlement Date, the Issuer shall comply with the following:
(i) The Issuer shall ensure that Tata Group shall, directly or indirectly, hold a minimum of
51% (Fifty One Percent) shareholding in the Company and shall have the Management Control of the Company;
(ii) The Issuer shall ensure that, the Company shall not remove ‘Tata’ from its name at any
time. In the event that the Company is desirous of removing ‘Tata’ from its name, the consent of the Debenture Trustee in writing shall be obtained and the Debenture Trustee shall permit such deviation, subject to the Majority Debenture Holders having approved the same.
(iii) The Issuer shall utilise the monies received upon subscription to the Debentures solely towards the End Use and shall not utilise such proceeds for any purpose which are prohibited under Applicable Law.
(iv) The Issuer shall ensure that all Financial Indebtedness incurred by the Issuer from any of its Promoters, shareholders, and/ or its affiliates shall be unsecured and be, in any case, subordinate to the Debentures and no such loan shall be repaid during the term of the Debentures without the prior written consent of the Debenture Trustee. Further, no payments (interest / repayment) shall be made in connection with such Financial Indebtedness in case any Event of Default or breach of any covenants has occurred under the Transaction Documents.
(v) The Promoters, shareholders, and/ or its affiliates of the Company shall not file any insolvency proceedings against the Company with respect to any Financial Indebtedness
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of the Company incurred from its Promoters, shareholders and/or its affiliates. Further, with respect to the said Financial Indebtedness, the Promoters, shareholders and/or the Company’s affiliates shall not prove in competition with the Debenture Holders in any proceedings including any recovery or liquidation proceedings.
(vi) In the event that at any time there is any shortfall in the monies available for servicing, the Issuer shall arrange for and infuse funds to meet such shortfalls.
(e) Negative Covenants
The Issuer hereby covenants and agrees that until the Final Settlement Date:
(i) The Issuer shall not without the prior written approval of the Debenture Trustee wind up, liquidate or dissolve its affairs unless such liquidation takes place in connection with a merger, consolidation or any other form of combination of the Issuer with another company and the resulting entity or company assumes all obligations with respect to the Debentures.
(ii) The Company shall not change the articles of incorporation or organizational documents of the Issuer in any material way which prejudicially affects the interests of the Debenture Holders without the prior written permission of the Debenture Trustee.
(iii) The Company shall not make any material changes in the existing accounting policies of the Issuer which would prejudicially affect the interests of the Debenture Holders without the prior written permission of the Debenture Trustee.
(iv) The Company shall not make any change in the nature and conduct of its business (from what is being carried out as on the date hereof).
7.5 Events of Default
In addition to any events as may additionally be set out under the Debenture Trust Deed, any one of the following shall constitute an Event of Default (after the expiry of the relevant cure periods specified herein. It is clarified that unless a cure period is specifically specified, there will be no cure period available):
(i) Failure on the part of the Issuer to forthwith satisfy all or any part of Payments in relation
to the Debentures or otherwise under the Transaction Documents when it becomes due;
(ii) Breach of covenants or undertaking contained in the Transaction Document (save and except covenants as specifically identified in Section 7.5(iv) below) and such event, if capable of remedy has not been remedied by the Issuer within a period of 15 (Fifteen) days from the date of such event;
(iii) Any representations and/or warranties contained in the Transaction Document are found to be untrue, misleading, incomplete or incorrect, when made and such event, if capable of remedy has not been remedied by the Issuer within a period of 15 (Fifteen) days from the date of such event;
(iv) In the event that Tata Sons ceases to maintain Management Control over the Company;
(v) The Issuer repudiates a Transaction Document to which it is a party without prior written consent of the Debenture Trustee, unless the same is remedied by the Issuer within a period of 15 (Fifteen) days from the date of such event;
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(vi) Failure of the Issuer to pay any financial indebtedness of the Issuer, when due, if not cured
within the cure period as defined in the respective transaction documents for such financial indebtedness and the relevant lender / investor who has made available such financial indebtedness, has issued a notice declaring such default;
(vii) Any action, voluntary or involuntary, taken under the Insolvency and Bankruptcy Code, 2016 or other similar law against the Issuer, including filing of any application or petition for corporate insolvency resolution against or by the Issuer and such event (in case of operational debt), if capable of remedy has not been remedied by the Issuer within a period of 10 (Ten) days from the date of such event;
(viii) If the Issuer commences a voluntary proceeding under any applicable bankruptcy, insolvency, winding up or other similar law now or hereafter in effect, or admits inability to pay its respective debts as they fall due, or consents to the entry of an order for relief in an involuntary proceeding under any such law, or consents to the appointment of or the taking of possession by a receiver, liquidator, assignee (or similar official) for any or a substantial part of its respective property;
(ix) If the Issuer voluntary or compulsorily goes into liquidation or has a receiver appointed in respect of all its assets or refers itself under any law providing protection as a relief undertaking;
(x) It is or becomes unlawful for the Company to perform any of its obligations under the Transaction Documents, or if the Transaction Documents or any part thereof ceases, for any reason whatsoever, to be valid and binding or in full force and effect, and such event, if capable of remedy has not been remedied by the Issuer within a period of 30 (Thirty) calendar days from the date of such event;
(xi) The Issue becomes unlawful or invalid for any reason whatsoever, and such event, if capable of remedy has not been remedied by the Issuer within a period of 30 (Thirty) calendar days from the date of such event.
(xii) The Issuer not redeeming the Debentures upon the occurrence of any Mandatory Prepayment Event in accordance with the terms of the Transaction Documents.
7.6 Consequences of an Event of Default
(a) Subject to Section 7.6(d) below, on and at any time after the occurrence of an Event of Default and for so long as an Event of Default is subsisting, the Debenture Trustee (acting on the instructions of the Majority Debenture Holders), shall be entitled to exercise any of the powers mentioned below:
(i) declare that all or part of the Debentures, together with the interest payable
thereon and all other amounts accrued or Payments outstanding under the Transaction Documents be immediately due and payable, whereupon they shall become immediately due and payable;
(ii) accelerate the redemption of the Debentures; (iii) exercise any other right that the Debenture Trustee and / or Debenture Holders
may have under the Transaction Documents or under Applicable Law;
(b) All Expenses incurred by Debenture Trustee / Debenture Holders, including in connection with: (i) preservation or enforcement of the Security Interest; and (ii) collection of amounts due under the Transaction Documents, shall be borne by the
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Company.
(c) Nominee Director
The Debenture Trustee shall have a right to appoint a nominee Director on the Board of Directors of the Company (hereinafter referred to as "Nominee Director") in accordance with the provisions of the SEBI DT Regulations in the event of:
(i) 2 (Two) consecutive defaults in payment of any interest to the Debenture Holders;
(ii) Any default on the part of the Company in redemption of the Debentures. The Nominee Director so appointed shall not be liable to retire by rotation nor shall be required to hold any qualification shares. The Company shall take steps to amend its Articles of Association for the purpose, if necessary.
(d) Inter-creditor agreement/ enforcement of security (if any) The Debenture Trustee shall be required to obtain the consent of such number of Debenture Holders and/or Debenture Holders holding such value of Debentures and in such manner, as may be prescribed under the SEBI circular bearing reference number SEBI/HO/MIRSD/CRADT/CIR/P/2020/203 dated 13 October 2020, as may be amended, modified or supplemented from time to time, for entering into an inter-creditor agreement with other lenders who have extended financial indebtedness to the Issuer and/or taking such other action as may be required with respect to the enforcement of the security (if any) created with respect to the Debentures pursuant to the provisions of the SEBI circular bearing reference number SEBI/HO/MIRSD/CRADT/CIR/P/2020/203 dated 13 October 2020.
For the removal of doubts, the Debenture Trustee shall be required to undertake the actions as set out in this provision only in case of exercise of rights by the Debenture Holders available to them under and in accordance with circular dated June 07, 2019 issued by the Reserve Bank of India (Prudential Framework for Resolution of Stressed Assets) Directions 2019, provided that the Debenture Trustee complies with all other requirements of the SEBI circular bearing reference number SEBI/HO/MIRSD/CRADT/CIR/ P/2020/203 dated 13 October 2020 and the Issuer shall cooperate in all manner with the Debenture Trustee for the Debenture Trustee to perform its responsibilities as stipulated under such Applicable Laws.
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SECTION 8: OTHER INFORMATION AND APPLICATION PROCESS
The Debentures being offered as part of the Issue are subject to the provisions of the Act, the Memorandum and Articles of Association of the Issuer, the terms of this Placement Memorandum, Application Form and other terms and conditions as may be incorporated in the Transaction Documents. 8.1 Mode of Transfer/Transmission of Debentures The Debentures shall be transferable freely; however, it is clarified that no Investor shall be entitled to transfer the Debentures to a person who is not entitled to subscribe to the Debentures. The Debenture(s) shall be transferred and/or transmitted in accordance with the applicable provisions of the Act and other applicable laws. The Debentures held in dematerialized form shall be transferred subject to and in accordance with the rules/procedures as prescribed by NSDL and CDSL and the relevant DPs of the transferor or transferee and any other applicable laws and rules notified 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 register of debenture holders maintained by the R&T 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 dematerialized 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 DP account to his DP. 8.2 Debentures held in Dematerialised Form The Debentures shall be held in dematerialised form and no action is required on the part of the Debenture Holder(s) for redemption purposes and the redemption proceeds will be paid by cheque/fund transfer/RTGS to those Debenture Holder(s) whose names appear on the list of beneficiaries maintained by the R&T Agent. The names would be as per the R&T Agent’s records on the Record Date fixed for the purpose of redemption. All such Debentures will be simultaneously redeemed through appropriate corporate action. The list of beneficiaries as of the Record Date setting out the relevant beneficiaries’ name and account number, address, bank details and DP’s identification number will be given by the R&T Agent to the Issuer. If permitted, the Issuer may transfer payments required to be made in any relation by EFT/RTGS to the bank account of the Debenture Holder(s) for redemption payments. 8.3 Trustee for the Debenture Holder(s) The Issuer has appointed IDBI Trustee Services Limited to act as trustee for the Debenture Holder(s). The Issuer and the Debenture Trustee intends to enter into the Debenture Trustee Agreement and the Debenture Trust Deed inter alia, specifying the powers, authorities and obligations of the Debenture Trustee and the Issuer. The Debenture Holder(s) shall, without further act or deed, be deemed to have irrevocably given their consent to the Debenture Trustee or any of its agents or authorized officials to do all such acts, deeds, matters and things in respect of or relating to the Debentures as the Debenture Trustee may in its absolute discretion deem necessary or require to be done in the interest of the Debenture Holder(s). Any payment made by the Issuer to the Debenture Trustee on behalf of the Debenture Holder(s) shall discharge the Issuer pro tanto to the Debenture Holder(s). The Debenture Trustee will protect the interest of the Debenture Holder(s) in regard to the repayment of principal and coupon thereon and they will take necessary action, subject to and in accordance with the Debenture Trustee Agreement and the Debenture Trust Deed, at the cost of the Issuer. No Debenture Holder shall be entitled to proceed directly against the Issuer unless the Debenture Trustee, having become so bound to proceed, fails to do so. The Debenture Trustee Agreement and the Debenture Trust Deed shall more
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specifically set out the rights and remedies of the Debenture Holder(s) and the manner of enforcement thereof. 8.4 Sharing of Information The Issuer may, at its option, but subject to Applicable Laws, 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. 8.5 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 Applicable Laws. 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. 8.6 Modification of Debentures The Debenture Trustee and the Issuer will agree to make any modifications in the Placement 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 or the Transaction Documents shall require approval by the Majority Debenture Holders in the manner as provided for in the Debenture Trust Deed. 8.7 Right to accept or reject Applications The Board of Directors/Committee of Directors 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. 8.8 Notices Any notice may be served by the Issuer/ Debenture Trustee upon the Debenture Holders through such notice shall be sent to such address as per the details provided by the Debenture Holders to the Debenture Trustee. All notices, approvals, instructions and other communications to be given by the Debenture Holder(s) to the Issuer/ Debenture Trustee shall be sent by facsimile, by personal delivery, by e-mail or by sending the same by prepaid registered mail addressed to the Party concerned at its address or the fax numbers or the e-mail addresses as may be notified by the Issuer from time to time through suitable communication. All correspondence regarding the Debentures should be marked “Private Placement of Debentures”. Notice(s) shall be deemed to be effective (a) in the case of registered mail, 3 (three) Business Days after posting, (b) in the case of facsimile at the time when dispatched with a report confirming proper transmission or (c) in the case of personal delivery, at the time of delivery or (d) in the case of e-mail, on the date it is sent, unless, with respect to (b), (c) and (d) the date of that delivery is not a Business Day or that communication is delivered after the close of business on a Business Day, in which case that communication will be deemed given and effective on the first following day that is a Business Day.
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8.9 Issue Procedure Only Eligible Investors as given hereunder 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 Section 5.27. 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 through the electronic book mechanism as prescribed by SEBI under the SEBI Electronic Book Mechanism Guidelines by placing bids on the electronic book platform during the Issue period. (a) Application Procedure through electronic book process: In order to be able to bid under the BSE electronic book platform, Eligible Investors must have provided the requisite documents (including but not limited to know your customer) in accordance with the SEBI Electronic Book Mechanism Guidelines. The Issuer is entitled at any time to require an Eligible Investor to provide any know your customer or other documents as may be required to be maintained by it or delivered to a third party by it in accordance with applicable laws. All Eligible Investors are required to register themselves as a one-time exercise (if not already registered) with the BSE electronic book platform for participating in electronic book building mechanism. Eligible Investors should refer the operating guidelines for issuance of debt securities on private placement basis through an electronic book mechanism as available on the website of BSE. Eligible Investors will also have to complete the mandatory know your customer verification process. The details of the Issue shall be entered on the BSE electronic book platform by the Issuer at least 2 (Two) Business Days prior to the Issue Opening Date, in accordance with the SEBI Electronic Book Mechanism Guidelines. The Issue will be open for bidding for the duration of the bidding window that would be communicated through the Issuer’s bidding announcement on the BSE EBP Platform, at least 1 (one) Business Day before the start of the Issue Opening Date. Some of the key guidelines in terms of the extant SEBI Electronic Book Mechanism Guidelines on issuance of securities on private placement basis through an electronic book mechanism, are as follows: i. Modification of Bid: Eligible Investors may note that modification of bid is allowed during the
bidding period or window. However, in the last 10 minutes of the bidding period or window, revision of bid is only allowed for upward revision of the bid amount placed or to improve the coupon or yield by the Eligible Investor.
ii. Cancellation of Bid: Eligible Investors may note that cancellation of bid is allowed during the
bidding period or window. However, in the last 10 minutes of the bidding period or window, no cancellation of bids is permitted.
iii. Multiple Bids: Bidders are permitted to place multiple bids on the BSE electronic book platform
in line with the SEBI Electronic Book Mechanism Guidelines.
iv. Manner of bidding: The Issue will be through closed bidding on the BSE electronic book platform in line with the SEBI Electronic Book Mechanism Guidelines.
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v. Manner of allotment: The allotment will be done on uniform yield basis in line with the SEBI Electronic Book Mechanism Guidelines.
vi. Manner of settlement: Settlement of the Issue will be done through the clearing corporation.
vii. Settlement cycle: The process of pay-in of funds by investors and pay-out to Issuer will be done on T+1 day, where T is the Issue Closing Date.
Offer or Issue of executed Placement Memorandum to successful Eligible Investors. The final Placement Memorandum will be issued to the successful Eligible Investors, who are required to complete and submit the application form to the Issuer in order to accept the offer of Debentures.
No person other than the successful Eligible Investors to whom the Placement Memorandum has been issued by the Issuer may apply for the Issue through the application forms received from a person other than those specifically addressed will be invalid. However, Eligible Investors should refer to the extant SEBI Electronic Book Mechanism Guidelines as prevailing on the date of the bid. Withdrawal of Issue: The Issuer may, at its discretion, withdraw the issue process on the conditions set out under the operational guidelines of the BSE; provided that the Issuer shall accept or withdraw the issue on the BSE electronic book platform within 1 (one) hour of the closing of the bidding window, and not later than 6 pm on the Issue Closing Date. However, Eligible Investors should refer to the SEBI Electronic Book Mechanism Guidelines as prevailing on the date of the bid. If the Issuer has withdrawn the Issue, and the cut-off yield of the Issue is higher than the estimated cut-off yield disclosed to the BSE electronic book platform, the estimated cut off yield shall be mandatorily disclosed by the BSE electronic book platform to the Eligible Investors. The expression ‘estimated cut off yield’ means yield so estimated by the Company, prior to opening of issue on the BSE electronic book platform. The disclosure of estimated cut off yield by BSE electronic book platform to the Eligible Investors, pursuant to closure of the Issue, shall be at the discretion of the Issuer. Process flow of statement: Successful bidders shall make pay-in of funds towards the allocation made to them, in the bank account of the clearing corporation, the details whereof are as set out in Section 8.13 herein below, on or before 10:30 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 Debenture Holder(s) to Indian Clearing Corporation Limited, the R&T 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 following bank account of the Issuer:
Beneficiary Name Tata Realty and Infrastructure Limited Account No. 4811553052 Bank Kotak Mahindra Bank Limited Branch Nariman Point Account Type Securities Application Money IFSC Code KKBK0000958
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8.10 Application Procedure Eligible investors will be invited to subscribe by way of the Application Form prescribed in the Placement Memorandum during the period between the Issue Opening Date and the Issue Closing Date (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. 8.11 Fictitious Application All fictitious applications will be rejected. 8.12 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 potential 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 Issuer by the Deemed Date of Allotment. 8.13 Payment Instructions The Application Form should be submitted directly. The entire amount of Rs. 10,00,000/- (Rs. Ten Lakhs only) per Debenture is payable along with the making of an application. Applicants can remit the application amount through NEFT, RTGS on Pay-in Date, electronic fund transfer to Indian Clearing Corporation Limited. The details for payment are mentioned herein below:
Beneficiary Name: INDIAN CLEARING CORPORATION LTD Bank Account No. ICCLEB IFSC CODE: ICIC0000106 Bank Name ICICI Bank
Branch Address: ICICI BANK RPC OFFICE, VIDEOCON TOWERS, E-1, JHANDEWALAN EXTENSION, NEAR DELHI PRESS, DELHI 110055
OR Beneficiary Name: INDIAN CLEARING CORPORATION LTD Bank Account No. ICCLEB IFSC CODE: YESB0CMSNOC Bank Name Yes Bank Branch Address: Yes Bank Tower Ifc2 8th Floor Sb Marg Elphinstone Mumbai 400013
OR
Beneficiary Name: INDIAN CLEARING CORPORATION LTD Bank Account No. ICCLEB IFSC CODE: HDFC0000060 Bank Name HDFC Bank
Branch Address: HDFC Bank Ltd Ground Floor Jehangir Building M G Road Fort Mumbai Maharashtra 400001
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8.14 Eligible Investors The following categories of Investors, who have been specifically approached and have been identified upfront, are eligible to apply for this private placement of Debentures subject to fulfilling their respective eligibility criteria/investment norms/rules and compliance with laws applicable to them by submitting all the relevant documents along with the Application Form: (a) Trust (b) Portfolio Managers registered with SEBI (c) Association of Persons (d) Companies and Bodies Corporate including Public Sector Undertakings (e) Commercial Banks (f) Financial Institutions (g) Insurance Companies (h) Mutual Funds (i) Foreign Institutional Investors (j) Other foreign entities allowed by SEBI and RBI (k) All QIBs; (l) any non-QIB Investors specifically mapped by the Issuer on the BSE BOND – EBP Platform; and (m) Any other investor eligible to invest in these Debentures All potential Investors are required to comply with the relevant regulations/guidelines applicable to them for investing in this issue of Debentures 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. 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. 8.15 Procedure for Applying for Dematerialised Facility
(a) The applicant must have at least one beneficiary account with any of the DPs of NSDL / CDSL
prior to making the application. The applicant must necessarily fill in the details (including the beneficia–y account number and DP - ID) appearing in the Application Form under the heading “Details for Issue of Debentures in Electronic/Dematerialised Form”.
(b) Debentures allotted to an applicant will be credited to the applicant’s respective beneficiary account(s) with the DP.
(c) 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 DP.
(d) Non-transferable allotment advice/refund orders will be directly sent to the applicant by the Registrar and Transfer Agent to the Issue.
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(e) 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.
(f) For allotment of Debentures, the address, nomination details and other details of the applicant as registered with his/her DP 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 DP. In case the information is incorrect or insufficient, the Issuer would not be liable for the losses, if any.
(g) The redemption amount or other benefits would be paid to those Debenture Holders whose names appear on the list of beneficial owners maintained by the R&T Agent as on the Record Date. In case of those Debentures for which the beneficial owner is not identified in the records of the R&T 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 R&T Agent and conveyed to the Issuer, whereupon the redemption amount and benefits will be paid to the beneficiaries, as identified.
8.16 Depository Arrangements The Issuer shall make necessary arrangement with NSDL / CDSL for issue and holding of Debenture in dematerialised form. 8.17 List of Beneficiaries The Issuer shall request the R&T Agent to provide a list of beneficiaries as at the end of each Record Date. This shall be the list, which will be used for payment or repayment of redemption monies. 8.18 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 authorized 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 authorized signatories must also be lodged along with the submission of the completed Application Form. 8.19 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 indicated their intention as to the scheme for which the application has been made.
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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 authorizing investment and containing operating instructions (c) Specimen signature of authorized signatories
8.20 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 (g) Application Form (including EFT/RTGS details) 8.21 Applications to be accompanied with Bank Account Details Every application shall be required to be accompanied by the bank account details of the applicant and the magnetic ink character reader code of the bank for the purpose of availing direct credit of redemption amount and all other amounts payable to the Debenture Holder(s) through EFT/RTGS. 8.22 Succession In the event of winding-up of the holder of the Debenture(s), the Issuer will recognize 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 recognize 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. 8.23 Mode of Payment All payments must be made through NEFT/RTGS as set out in the Application Form. 8.24 Effect of Holidays In the event that the Maturity Date or Redemption Date of the Debentures falls on a day that is not a Business Day, the immediately preceding Business Day shall be considered as the effective date for that payment. 8.25 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 by the Company. For seeking TDS exemption/lower rate of TDS, relevant certificate/document must be lodged by the Debenture Holder(s) at the office of the R&T Agents of the Issuer at least 15 (Fifteen) 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.
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If any payments under this issuance is subject to any tax deduction other than such amounts as are required as per current regulations existing as on the date of the Debenture Trust Deed), including if the Company shall be required legally to make any payment for tax from the interest/coupon payable under the Issue, (“Tax Deduction”), the Company shall make such Tax Deduction, and shall simultaneously pay to the Debenture Holders, such additional amounts as may be necessary in order that the net amounts received by the Debenture Holders after the Tax Deduction shall equal the respective amounts which would have been receivable by the Debenture Holders in the absence of such Tax Deduction. 8.26 Letters of Allotment The letter of allotment, indicating allotment of the Debentures, will be credited in dematerialised form within 2 (Two) Business Days from the Deemed Date of Allotment. The aforesaid letter of allotment shall be replaced with the actual credit of Debentures, in dematerialised form, within 2 (Two) Business Days from the Deemed Date of Allotment or within such timelines as permissible under applicable law. 8.27 Deemed Date of Allotment All the benefits under the Debentures will accrue to the Investor from the specified Deemed Date of Allotment. The Deemed Date of Allotment for the Issue is April 25, 2022 by which date the Investors would be intimated of allotment. 8.28 Record Date The Record Date will be 14 (Fourteen) calendar days prior to any Due Date. 8.29 Refunds For applicants whose applications have been rejected or allotted in part, refund orders will be dispatched within 7 (seven) 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 R&T Agent shall upon receiving instructions in relation to the same from the Issuer repay the moneys to the extent of such excess, if any. 8.30 Interest on Application Money The Issuer shall be liable to pay to each Debenture Holder, interest on the application monies (subject to any tax deductible at source under Applicable Law paid by the said Debenture Holder) in the event that the Debenture Holder has remitted the application monies prior to any Deemed Date of Allotment, for which interest shall be calculated at the Rate of Return on the application monies, for the period commencing from the date on which the said Debenture Holder has made payment of the application monies (in respect of the Debentures) and ending on the day prior to the said Deemed Date of Allotment. The interest on the application monies shall be paid by the Issuer to the Debenture Holders within 7 (Seven) Business Days from the said Deemed Date of Allotment.
8.31 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. 8.32 Payment on Redemption
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Payment on redemption will be made by way of cheque(s)/redemption warrant(s)/demand draft(s)/credit through RTGS system/funds transfer in the name of the Debenture Holder(s) whose names appear on the list of beneficial owners given by the Depository 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 NSDL / CDSL and accordingly the account of the Debenture Holder(s) with NSDL / CDSL will be adjusted. On the Issuer dispatching 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 Placement 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 / authorizations / 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. Investment by investors falling in the categories mentioned above are merely indicative and the Issuer does not warrant that they are permitted to invest as per extant laws, regulations, etc. Each of the above categories of investors is required to check and comply with extant rules/regulations/ guidelines, etc. governing or regulating their investments as applicable to them 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.
82
SECTION 9: DECLARATION
The Issuer declares that: (a) the Issuer is in compliance with the provisions of Securities Contracts (Regulation) Act, 1956
and the Securities and Exchange Board of India Act, 1992, the Companies Act and the rules and regulations made thereunder and as amended from time to time;
(b) the compliance with the Act and the rules made thereunder do not imply that payment of dividend or interest or repayment of non-convertible securities, is guaranteed by the Central Government;
(c) the monies received under the offer shall be used only for the purposes and objects indicated in this Placement Memorandum;
(d) whatever is stated in this Placement Memorandum 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.
I am authorized by the Board of Directors of the Company vide resolution number 05 dated April 17, 2019 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 the Offer Letter 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 Tata Realty and Infrastructure Limited Sanjay Dutt Designation: Managing Director & CEO DIN: 05251670 Date: Place: Mumbai
83
ANNEXURE I: TERM SHEET
AS PER SECTION 5.27 (ISSUE DETAILS) ABOVE (Attached Separately)
84
ANNEXURE II: RATING LETTER FROM THE RATING AGENCY
[Attached separately]
85
ANNEXURE III: CONSENT LETTER FROM THE DEBENTURE TRUSTEE
86
ANNEXURE IV: APPLICANT AND APPLICANT DETAILS
TATA REALTY AND INFRASTRUCURE LIMITED A public company with limited liability incorporated on March 02, 2007 under the Companies Act,
1956 Registered Office and Corporate Office: E Block, Voltas Premises, T. B. Kadam Marg,
DEBENTURE APPLICATION FORM SERIAL NO. 0 0 0 0 0 0 0 0 Addressed to:
ISSUE OF UP TO 3000 (THREE THOUSAND) RATED, UNSECURED, REDEEMABLE, LISTED NON-CONVERTIBLE DEBENTURES HAVING FACE VALUE OF RS. 10,00,000/- (RUPEES TEN LAKHS ONLY) EACH, OF THE AGGREGATE NOMINAL VALUE OF UPTO RS.300,00,00,000/- (RUPEES THREE HUNDRED CRORES ONLY) ON A PRIVATE PLACEMENT BASIS. DEBENTURE APPLIED FOR: Number of Debentures _____ in words _______ Amount Rs. ______ /- in words Rupees ______Crore Only
DETAILS OF PAYMENT: Cheque / Demand Draft / RTGS No. _____________ Drawn on_____________________________________________ Funds transferred to [●] Dated ____________ Total Amount Enclosed (In Figures) Rs.______/- (In words) ________ Only APPLICANT’S NAME IN FULL (CAPITALS) SPECIMEN SIGNATURE
APPLICANT’S ADDRESS
ADDRESS
87
STREET
CITY
PIN PHONE FAX
APPLICANT’S PAN/GIR NO. _____________ IT CIRCLE/WARD/DISTRICT ____ WE ARE ( ) COMPANY ( ) OTHERS ( ) SPECIFY __________ We have read and understood the Terms and Conditions of the issue of Debentures contained in the Placement Memorandum including the Risk Factors described therein 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 Holders.
Name of the Authorised Signatory(ies)
Designation Signature
Applicant’s Signature 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 NSDL ( ) CDSL ( ) DEPOSITORY PARTICIPANT NAME DP-ID BENEFICIARY ACCOUNT NUMBER NAME OF THE APPLICANT(S)
Applicant Bank Account : (Settlement by way of NEFT, RTGS, electronic fund transfer)
FOR OFFICE USE ONLY DATE OF RECEIPT ________________ DATE OF CLEARANCE ________________ (Note: Cheque and Drafts are subject to realisation)
We understand and confirm that the information provided in this Placement Memorandum is provided by the Issuer and the same has not been verified by any legal advisors to the Issuer and other
88
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. Applicant’s Signature
FOR OFFICE USE ONLY DATE OF RECEIPT ______________________ DATE OF CLEARANCE _________________ (Note : Cheque and Drafts are subject to realisation)
ACKNOWLEDGMENT SLIP (To be filled in by Applicant) SERIAL NO. - - - - - - - -
Received from _______________________________________________
Address________________________________________________________________ ______________________________________________________________________ UTR # ______________ Drawn on _______________________________ for Rs. _____________ on account of application of _____________________ Debenture
89
ANNEXURE V: LAST AUDITED FINANCIAL STATEMENTS
[attached separately]
90
ANNEXURE VI: INDICATIVE CASHFLOW SCHEDULE
Issuer Tata Realty and Infrastructure Limited Face Value (per security) Rs. 10,00,000/- (Rupees Ten Lakh only) Deemed Date of Allotment April 25, 2022 Redemption Date The Debentures shall be redeemed by way of a
bullet repayment on 26 May, 2023, subject to exercise of early redemption of Debentures upon occurrence of an Event of Default in terms of the Transaction Documents.
Coupon Rate To be Decided via bidding (Rate Discovery). Frequency of the Coupon Payment with specified dates Annually and on Redemption Day Count Convention Actual/ Actual
SCHEDULE*
Cash Flows Record Date Coupon/Principal
Payment Date No. of Days
Coupon Rate
Pay-out Date
Amount (in Rupees)
Coupon Tuesday, April 11,
2023
Tuesday, April 25, 2023 365 6.25% 25-Apr-23 62,500
Coupon Friday, May 12, 2023
Friday, May 26, 2023 31 6.25% 26-May-
23 5308
Principal Friday, May 12, 2023
Friday, May 26, 2023 396 26-May-
23 1,000,000
* Note: the above calculation is just the illustration of the cash flow.
91
ANNEXURE VII: BOARD RESOLUTIONS
[Attached separately]
92
ANNEXURE VIII: SHAREHOLDERS’ RESOLUTIONS
[Attached separately]
93
ANNEXURE IX: RELATED PARTY TRANSACTIONS ENTERED DURING THE LAST 3 (THREE) FINANCIAL YEARS IMMEDIATELY PRECEDING THE YEAR OF ISSUE OF
THIS OFFER LETTER INCLUDING WITH REGARD TO LOANS MADE OR, GUARANTEES GIVEN OR SECURITIES PROVIDED
Please note that the related party transactions entered into by the Issuer, for the last three years is contained on the following pages of the audited financial statements of the Issuer, which has been circulated along with this Placement Memorandum:
Financial Year Related Party Transactions
2018-19 Page Number 34 to 43 (Note no. 39)
2019-20 Page Number 95 to 100 (Note no. 39)
2020-21 Please refer the audited financials in this regard
April 01, 2021 to December 31, 2021
Please refer the unaudited financials with Limited review report in this regard
94
ANNEXURE X: COLUMNAR REPRESENTATION OF THE AUDITED FINANCIAL
STATEMENTS The columnar representation of the audited financial statements (i.e. Profit & Loss statement, Balance Sheet and Cash Flow statement) on a standalone for a period of three completed years which shall not be more than six months old from the date of this Placement Memorandum or the issue opening date, as may be applicable, are as under:
95
Key Operational and Financial Parameters for the last 3 audited years (on Standalone basis):
Particulars 9 months ended
Dec, 2021(Rs. Cr.)(IND AS)
(Unaudited)
FY20-21(Rs. Cr.)(IND AS)
FY19-20(Rs. Cr.)(IND AS)
FY18-19(Rs. Cr.)(IND AS)
Balance SheetNet Fixed assets 15.97 16.75 18.19 17.98 Current assets 511.39 669.75 1,343.39 499.07 Non-current assets 7,266.21 5,992.30 4,901.96 4,751.42 Total assets 7,793.57 6,678.80 6,263.54 5,268.47 Non-Current Liabilities(including maturities of long-term borrowings and short-term borrowings)Financial (borrowings, trade payables, and other financial liabilities) 1,024.13 1,644.52 1,454.90 838.86 Provisions 7.28 5.84 6.27 6.85 Deferred tax liabilities (net) 326.58 229.98 191.68 132.58 Non-Current tax liabilities (net) 17.52 17.52 17.52 17.52 Other non-current liabilities - - - - Current Liabilities(including maturities of long-term borrowings)Financial (borrowings, trade payables, and other financial liabilities) 2,753.66 1,713.09 1,626.21 2,232.35 Provisions 1.45 1.23 1.85 2.25 Current tax liabilities (net) - - - - Other current liabilities 35.79 22.02 30.85 51.19 Total liabilities 4,166.41 3,634.20 3,329.28 3,281.61 Equity (equity and other equity) 3,627.16 3,044.60 2,934.27 1,986.86 Total equity and liabilities 7,793.57 6,678.80 6,263.54 5,268.47 Profit and LossTotal revenue From operations 46.85 124.50 175.85 144.93 Other income 269.61 168.00 149.66 127.54 Total Expenses 273.67 388.87 551.35 458.74 Total comprehensive income Profit / loss 42.79 (96.36) (225.85) (186.27) Other comprehensive income 539.77 206.69 -26.75 288.71 Profit / loss after tax 582.56 110.33 (252.59) 102.44 Earnings per equity share - Continuing operations(a) basic 0.26 (0.60) (2.22) (1.83) (b) diluted 0.26 (0.60) (2.22) (1.83) Discontinued operations NA NA NA NAContinuing and discontinued operations NA NA NA NACash FlowNet cash (used in) / generated from operating activities (9.06) 60.15 14.60 26.94 Net cash (used in) / generated from investing activities (389.28) (218.79) (692.04) (218.35) Net cash (used in) / generated from financing activities 349.97 52.30 928.79 186.30 Cash and cash equivalents balance as per statement of cash flows 101.10 149.47 255.80 4.45 Additional informationNet worth 3,627.16 3,044.60 2,934.27 1,986.86 Cash and Cash Equivalents 101.10 149.47 255.80 4.45 Current Investments 144.03 233.33 711.79 3.11 Net Sales 46.85 124.50 175.85 144.93 EBIDTA 231.70 122.57 85.21 58.01 EBIT 69.25 (88.51) (199.75) (171.88) Dividend amounts - - - - Long term debt to working capital 5.39 7.11 1.73 7.01 Current Liability ratio – Current liabilities / Non-current liabilities 2.03 0.91 0.99 2.30 Total Debts to Total assets 2,790.90 0.46 0.44 0.53 Debt Service Coverage Ratios 1,375.51 0.20 0.06 0.25 Interest service coverage ratio 2.03 0.58 0.30 0.25
96
For Auditor’s Report and all the requisite schedules, footnotes, summary etc, request you to kindly refer the audited balance sheets attached separately.
Key Operational and Financial Parameters for the last 3 audited years (on Consolidated basis):
Particulars FY20-21(Rs. Cr.)(IND AS)
FY19-20(Rs. Cr.)(IND AS)
FY18-19(Rs. Cr.)(IND AS)
Balance SheetNet Fixed assets 8,083.89 7,960.35 7,983.01 Current assets 914.92 1,602.32 658.70 Non-current assets 1,828.01 1,239.77 1,184.50 Total assets 10,826.82 10,802.44 9,826.22 Non-Current Liabilities(including maturities of long-term borrowings and short-term borrowings)Financial (borrowings, trade payables, and other financial liabilities) 7,238.47 6,955.63 6,476.53 Provisions 38.92 23.68 32.60 Deferred tax liabilities (net) 135.35 50.21 15.84 Other non-current liabilities 82.45 97.75 114.40 Current Liabilities(including maturities of long-term borrowings)Financial (borrowings, trade payables, and other financial liabilities) 2,381.03 2,410.57 2,797.68 Provisions 43.82 37.77 2.63 Current tax liabilities (net) 17.56 17.56 17.88 Other current liabilities 60.96 79.01 73.54 Total liabilities 9,998.56 9,672.19 9,531.10 Equity (equity and other equity) 828.26 1,130.25 295.12 Total equity and liabilities 10,826.82 10,802.44 9,826.22 Profit and LossTotal revenue From operations 1,200.56 1,578.79 1,678.16 Other income 40.91 59.98 66.16 Total Expenses 1,535.98 2,001.32 1,981.25 Total comprehensive income Profit / loss (294.51) (362.56) (236.93) Other comprehensive income 1.34 0.02 0.41 Profit / loss after tax (293.17) (362.54) (236.52) Earnings per equity share - Continuing operations(a) basic (1.82) (3.56) (2.33) (b) diluted (1.82) (3.56) (2.33) Discontinued operations NA NA NAContinuing and discontinued operations NA NA NACash FlowNet cash generated from operating activities 726.45 679.45 525.00 Net cash (used in) / generated from investing activities (379.74) (1,521.20) (1,235.02) Net cash (used in) / generated from financing activities (464.11) 1,086.66 697.82 Cash and cash equivalents balance as per statement of cash flows 181.96 299.40 59.21 Additional informationNet worth 828.26 1,130.25 295.12 Cash and Cash Equivalents 181.96 299.40 59.21 Current Investments 235.34 711.80 13.83 Net Sales 1,200.56 1,578.79 1,678.16 EBIDTA 513.45 416.01 477.68 EBIT 304.11 243.50 309.10 Dividend amounts - - - Long term debt to working capital 94.80 7.74 121.64 Current Liability ratio – Current liabilities / Non-current liabilities 0.33 0.36 0.44 Total Debts to Total assets 0.74 0.72 0.79 Debt Service Coverage Ratios 0.30 0.39 0.54 Interest service coverage ratio 0.85 0.69 0.92
97
ANNEXURE XI: DETAILS OF SHAREHOLDING OF THE COMPANY
Categ
ory (I)
Category of
shareholder (II)
Number of
shareholders (III)
Number of fully paid up equity shares held (IV)
Number of
Partly
paid-up
equity
shares
held (V)
Number of
shares underlying
Depository
Receipts
(VI)
Total numbe
r of shares held (VII)
=(IV)+(V)+ (VI)
Shareholding as a % of total
number of shares (calculat
ed as per
SCRR, 1957) (VIII)
As a % of
(A+B+C2)
Number of Voting Rights held in each class of
securities (IX)
Number of shares Underlyi
ng Outstan
ding converti
ble securitie
s (includi
ng Warrant
s) (X)
Shareholding, as a % assuming
full conversion
of convertible securities (
as a percentage of diluted
share capital) (XI)=
(VII)+(X) As a % of (A+B+C2)
Number of Locked in shares
(XII)
Number of Shares
pledged or otherwise encumber
ed (XIII)
Number of equity
shares held in
dematerialized form (XIV)
Number of Voting Rights
Total as a % of (A+B+ C)
Number (a)
As a % of
total Shares
held
(b)
Number (a)
As a % of
total Shares
held (b)
Class eg:
Equity Shares
Class eg:
Others
Total
(A) Promoter and Promoter Group
7 * 1617307692
- - - 1617307692
100 100 - 100 - - - - - - - 100
(B) Public - - - - - - - - - - - - - - - - - -
(C) Non Promoter- Non Public
- - - - - - - - - - - - - - - - - -
(C1) Shares underlying DRs
- - - - - - - - - - - - - - - - - -
(C2) Shares held by Employee Trusts
- - - - - - - - - - - - - - - - - -
Total 7 1617307692
- - - 1617307692
100 100 - 100 - - - - - - - 100
* includes 6 joint shareholders holding 1 share each with Tata Sons Private Limited
98
ANNEXURE XII: IN PRINCIPLE APPROVAL
[Attached separately]
99
ANNEXURE XIII: REMUNERATION OF DIRECTORS
For the period 01.04.2018 to 31.03.2019
Name Designation Total
Mr. Sanjay Dutt Managing Director & Chief Executive Officer
10,07,97,327
Mr. Banmali Agrawala Director 2,60,000 Mr. Farokh Subedar Director 2,00,000 Mr. Santhanakrishnan Sankaran Director 17,00,000 Mr. Mehernosh Kapadia Director 2,00,000 Mr. Mahalingam Seturaman Director 8,00,000 Ms. Neera Saggi Director 15,00,000 Mr. Rajiv Sabharwal Director 1,00,000
For the period 01.04.2019 to 31.3.2020
Name Designation Total
Mr. Sanjay Dutt Managing Director & Chief Executive Officer
2,87,05,494
Mr. Banmali Agrawala Director 2,20,000
Mr. Farokh Subedar Director 13,00,000
Mr. Santhanakrishnan Sankaran Director 15,00,000 Ms. Neera Saggi Director 16,00,000
Mr. Rajiv Sabharwal Director 1,40,000
For the period 01.04.2020 to 31.03.2021
Name Designation Total
Mr. Sanjay Dutt Managing Director & Chief Executive Officer
2,67,78,748
Mr. Banmali Agrawala Director 2,80,000
Mr. Farokh Subedar Director 19,00,000
Mr. Santhanakrishnan Sankaran Director 22,00,000 Ms. Neera Saggi Director 22,00,000
Mr. Rajiv Sabharwal Director 1,00,000
100
For the period 01.04.2021 to 31.12.2021
Name Designation Total
Mr. Sanjay Dutt Managing Director & Chief Executive Officer
2,72,21,186
Mr. Banmali Agrawala Director 1,40,000
Mr. Farokh Subedar Director 2,00,000
Mr. Rajiv Sabharwal Director 1,40,000
Mrs. Sandhya Kudtarkar Director 5,00,000 Mr. Prabhakar Panda Independent Director 2,00,000
101
ANNEXURE XIV: DETAILS OF LITIGATIONS
[Attached Separately]
102
ANNEXURE XV: DUE DILIGENCE CERTIFICATE
[Attached separately]
Issue Details/Summary of Terms
Security Name Tata Realty and Infrastructure Limited Series XVII
Issuer Tata Realty and Infrastructure Limited
Type of Instrument Non-Convertible Debentures Arranger NA Nature of Instrument Rated, Unsecured, Redeemable, Listed Non-Convertible
Debentures. Seniority The Debentures shall rank pari passu to other senior debt
in terms of repayment Eligible Investor a) Trust;
b) Portfolio Managers registered with SEBI; c) Association of Persons; d) Companies and bodies corporate including public
sector undertakings; e) Commercial banks; f) Financial institutions; g) Insurance companies; h) Mutual Funds; i) Foreign portfolio investors; j) other foreign entities allowed by SEBI and RBI; k) All QIBs; l) any non-QIB Investors specifically mapped by the
Issuer on the BSE BOND – EBP Platform; and m) any other investor eligible to invest in these
debentures. Mode of Issue Private placement Listing (including name of stock market where it will be listed and timeline of listing)
The Issuer shall list the Debentures on BSE within a maximum period of 4 (four) Trading days from the Closure of Issue.
Rating of the Instrument ICRA AA by the Rating Agency Issue Size Rs.300,00,00,000/- (Rupees Three Hundred Crore only) Minimum Subscription As the current issue of Debentures are being made on
private placement basis, the requirement of minimum subscription shall not be applicable and therefore the Issuer shall not be liable to refund the issue subscription(s)/proceed(s) in the event of the total issue collection falling short of the issue size or certain percentage of the issue size.
Option to retain over-subscription None
Objects of the Issue To raise debt up to Rs.300,00,00,000/- (Rupees Three Hundred Crore only) comprising of 3000 (Three Thousand) rated, listed, unsecured, redeemable non-convertible debentures having face value of Rs.
10,00,000/- (Rupees Ten Lakhs only) each Details of the utilisation of the Proceeds
Towards capital expenditure, refinancing / servicing of existing debt, operational expenses, investment in subsidiaries/ associates/ joint ventures/Tata group companies by way of ICD’s / equity / OCD’s/ CCD’s/CCPS or any other instrument, acquisition of equity stake in group companies & for other business purposes. Pending utilization for above purposes, Unutilized funds can be temporary invested in liquid / overnight mutual fund schemes, FDR with banks, etc.
Coupon Rate To be Decided via bidding (Rate Discovery) Description regarding Security (where applicable) including type of security (movable/immovable/tangible etc.), type of charge (pledge/ hypothecation/ mortgage etc.), date of creation of security/ 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/ Placement Memorandum.
Not Applicable as NCD’s are unsecured
Step Up/ Step Down Coupon Rate N.A. Coupon Payment Frequency Annual and on redemption
Coupon payment dates April 25, 2023
May 26, 2023 Coupon Type Fixed Coupon Rate To be Decided via bidding (Rate Discovery) Bid Book Type open EBP On BSE EBP Platform EBP Process Mode of Settlement ICCL Manner of Bidding Open Book Bidding Pay-in-Date T+1 Settlement Cycle The process of pay-in of funds by investors and pay-out to
issuer shall be done on T+1 day basis where T day is the issue day (EBP day) (i.e. April 25, 2022 where T day is issue day i.e. April 22, 2022)
Coupon Reset Date N.A. Coupon Reset Process (including rates, spread, effective date, interest rate cap and floor etc.)
N.A.
Day Count Basis Actual/ Actual Interest on Application Money The Issuer shall be liable to pay to each Debenture Holder,
interest on the application monies (subject to any tax deductible at source under Applicable Law paid by the said Debenture Holder) in the event that the Debenture Holder has remitted the application monies prior to any Deemed Date of Allotment, for which interest shall be calculated at the Rate of Return on the application monies, for the period commencing from the date on which the said Debenture Holder has made payment of the application monies (in respect of the Debentures) and ending on the day prior to the said Deemed Date of Allotment. The interest on the application monies shall be paid by the Issuer to the Debenture Holders within 7 (Seven) Business Days from the said Deemed Date of Allotment.
Default Interest Rate In case of default in Payments on the respective Due Dates, the defaulted amount thereof shall carry Default Interest, and therefore the Rate of Return shall stand increased by 2% (Two Percent) per annum, from the date of the occurrence of the default until the default is cured or the Debentures are redeemed pursuant to such default, as applicable. If the company fails to list the debenture within 4 (four) trading days from the issue closing date penal interest of 1% p.a. over the coupon rate will be payable for the period of delay (i.e from date of allotment to the date of listing) Further, in the event that the Debenture Trust Deed is not executed before listing of debentures, the Issuer will be liable to pay further interest at the rate of 2% (Two Percent) per annum, which shall be paid over and above the Rate of Return for the period until the execution of the Debenture Trust Deed.
Tenor 396 Days Redemption Date The Debentures shall be redeemed by way of a bullet
repayment on 26 May, 2023, subject to exercise of early redemption of Debentures upon occurrence of an Event of Default in terms of the Transaction Documents.
Redemption Amount Rs. 10,00,000/- (Rupees Ten Lakh only) per Debenture. Issue Price Rs. 10,00,000/- (Rupees Ten Lakh only) per Debenture. Face Value Rs. 10,00,000/- (Rupees Ten Lakh only) per Debenture Put Date Not Applicable Put Price Not Applicable Call Date Not Applicable Call Price Not Applicable
Put Notification Time (Timelines by which the investor need to intimate Issuer before exercising the put)
Not Applicable
Call Notification Time (Timelines by which the Issuer need to intimate investor before exercising the call)
Not Applicable
Minimum Application and in multiples of ____ Debt Securities thereafter
1 (One) Debenture and in multiples of 1 (One) Debenture thereafter
Issue Timing 1. Issue Opening Date 2. Issue Closing Date 3. Pay-in Date 4. Deemed Date of Allotment
Issue Opening Date: April 22, 2022 (11:00 am) Issue Closing Date: April 22, 2022 (12:00 noon) Pay-in Date: April 25, 2022 Deemed Date of Allotment: April 25, 2022
Issuance mode of the Instrument Demat only
Allotment of securities To be completed by 2 (two) trading days from closure of issue
Trading mode of the Instrument Demat only
Settlement mode of the Instrument RTGS/ NEFT or such other mode as may be determined by the Issuer. The pay-in of subscription monies for the Debentures shall be made by way of transfer of funds from the bank account(s) of the Eligible Investors (whose bids have been accepted on the Electronic Book Platform) as registered with the Electronic Book Provider into the account of clearing corporation of BSE i.e. Indian Clearing Corporation limited (ICCL).
Depository(ies) NSDL Business Day Convention If any Redemption Date falls on a day which is not a
Business Day, in which case all payments to be made on the Redemption Date (including accrued interest) shall be made on the immediately preceding Business Day. If any coupon payment Date falls on a day which is not a Business Day, in which case coupon payments to be made on immediately succeeding Business Day.
Record Date If the Due Date pertains to schedule Interest Payment Date, Record Date shall be 14 (Fourteen) days prior to such Due Date and if the Due Date pertains to scheduled Maturity Date, Record Date shall be 14 (Fourteen) days prior to such Due Date.
All covenants of the issue (including side letters, accelerated payment clause, etc.)
Refer Key Covenants
Security (where applicable) (Including description, type of security, type of charge, likely date of creation of
The Debentures are unsecured.
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). Transaction Documents (a) Debenture Trustee Agreement;
(b) Placement Memorandum; (c) Debenture Trust Deed; (d) rating letter and rating rationale issued by the
Rating Agency; (e) letter of appointment of Registrar and Transfer
Agent; (f) Debenture Trustee consent letter; and (g) Any other document that may be designated as a
transaction document by the Debenture Trustee. Conditions Precedent to Disbursement As customary for transaction of a similar nature and size
including:
(a) Receipt of credit rating from the Rating Agency, assigning a minimum rating of ICRA AA to the Debentures.
(b) Consent letter from the Debenture Trustee conveying their consent to act as the trustee for the benefit of the Debenture Holders.
(c) Letter from BSE conveying its in-principle approval for listing of the Debentures.
(d) Execution of the Debenture Trustee Agreement. (e) Issuance of the Placement Memorandum. (f) Passing of relevant board and shareholder
resolutions required under Applicable Law. (g) A certificate from the company secretary of the
Company confirming that the borrowing by way of issuance of Debentures is within the limits approved by the shareholders pursuant to the special resolution passed by the shareholders of the Company under Section 180(1)(c) of the Act and the rules made thereunder.
(h) Undertaking from the Issuer to the effect that no Event of Default or potential 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.
Conditions Subsequent to Disbursement
As customary for transaction of a similar nature and size including:
(a) filing of the return of allotment with the relevant
registrar of companies within the timelines specified under the Act.
(b) Execution of the Debenture Trust Deed before listing of Debentures.
(c) Making application to BSE within 4 (four) trading days from closure of issue, the Deemed Date of Allotment seeking final listing approval within 4 (four) trading days from closure of issue.
Event of Default (including manner of voting/ conditions of joining Inter Creditor Agreement)
An Event of Default shall have occurred upon the happening of any event or circumstances, including those mentioned hereunder:
(a) Failure on the part of the Issuer to forthwith satisfy all or any part of Payments in relation to the Debentures or otherwise under the Transaction Documents on the respective Due Date;
(b) Breach of any representations and/or warranties or covenants or undertaking contained in any other Transaction Document or any such representations and/or warranties are found to be untrue, misleading, incomplete or incorrect, when made and such event, if capable of remedy has not been remedied by the Issuer within the cure period (if any) set out in the Transaction Documents;
(c) Any event or any series of events occur, which, in the opinion of the Debenture Trustee, causes a Material Adverse Effect.
(d) Cross default with any other debt obligation of the Issuer of more than Rs 40,00,00,000/- (Rupees Forty Crores only) and the Issuer receives such notice of event of default from the relevant lender/investor.
(e) Any action, voluntary or involuntary, taken under the IBC (or any analogous law) against the Company, including any application/petition is filed for corporate insolvency resolution against/by the Company.
(f) If the Company commences a voluntary proceeding under any applicable bankruptcy, insolvency, winding up or other similar law now or hereafter in effect, or admits inability to pay its respective debts as they fall due, or consents to the entry of an order for relief in an involuntary proceeding under any such law, or consents to the appointment of or the taking of possession by a receiver, liquidator, assignee (or similar official) for any or a substantial part of its respective property.
(g) If the Company voluntarily or compulsorily goes into liquidation or ever has a receiver appointed in respect of its assets or refers itself under any other law providing protection as a relief undertaking.
(h) If a petition is filed for the winding up of the
Company and the same is admitted, and such petition is not dismissed or stayed within a period of 30 (thirty) days of such petition being admitted.
(i) The Company is nationalized or is under the management of the Central Government
The conditions of joining Inter Creditor Agreement shall be as per the relevant directions of SEBI issued in terms of the SEBI circular dated October 13, 2020 bearing no. SEBI/HONIRSD/CRADT/CIR/P/2020/203.
Creation of recovery expense fund The Company further undertakes to create a recovery expense fund in the manner as may be specified by the SEBI from time to time and inform the Debenture Trustee about the same.
Conditions for breach of covenants or Event of Default (as specified in Debenture Trust Deed )
Please refer the issue details
Key Covenants The Rate of Return shall stand increased by 0.25% (Zero Decimal Point Two Five Percent) if the rating of the Debentures is downgraded by the Rating Agency to A+ and the Rate of Return shall be further increased by 0.25% (Zero Decimal Point Two Five Percent) for every notch of downgrade thereafter in the rating of the Debenture. The Rate of Return shall be restored back to earlier levels if the rating is, thereafter, upgraded by the Rating Agency back to earlier respective levels. The revised Rate of Return shall be applicable from the date of press release announcing the change in rating by the Rating Agency
In the event the rating of the Issuer is downgraded below ‘A-’ during the tenure of the Debentures, then the Debenture Holders shall have a right to require the Issuer to redeem the Debentures (“Early Redemption Option”) with a notice period of 30 days from the date of issuance of a notice in this regard by the relevant Debenture Holders to the Issuer (“Early Redemption Date”).
For avoidance of doubt, in the event of multiple credit rating reports, the lowest credit rating assigned by any of the rating agencies shall be considered.
Issuer shall ensure that Promoter shall, at all times until the Final Settlement Date, directly or indirectly hold a minimum of 51% (Fifty One Percent) shareholding in the Issuer.
The Issuer shall not remove ‘Tata’ from its name at any time until the Final Settlement Date.
Provisions related to Cross Default Clause
Cross default with any other debt obligation of the Issuer of more than Rs 40,00,00,000/- (Rupees Forty Crores only) and the Issuer receives such notice of event of
default from the relevant lender/investor.
Role and Responsibilities of Debenture Trustee
To oversee and monitor the overall transaction for and on behalf of the Debenture Holders.
Risk factors pertaining to the issue Please refer Section 3 of the IM Governing Law and Jurisdiction The Debentures are governed by and shall be construed in
accordance with the existing Indian Laws. Any disputes arising out of this Issue will be subject to the exclusive jurisdiction of the courts and tribunals at Mumbai.
ICRA Limited
Ref: ICRA/Tata Realty and Infrastructure Limited/05042022/1
Date: April 05, 2022
Ms. Reshma Chheda
Head – Financing & Treasury
Tata Realty and Infrastructure Limited
Voltas House, E Block, Dr. Babasaheb Ambedkar Road, Chinchpokli, Mumbai 400033
Dear Ma’am,
Re: ICRA Credit Rating for Rs.3000 Crore NCD Borrowing Programme of Tata Realty and
Infrastructure Limited (instrument details in Annexure)
Please refer to your request dated April 04, 2022 for revalidating the rating letter issued for the
captioned programme.
We confirm that the [ICRA]AA (pronounced as ICRA double A) rating assigned to your captioned
programme and last communicated to you vide our letter dated September 03, 2021 stands.
Instruments with this rating are considered to have very strong degree of safety regarding timely
servicing of financial obligations. Such instruments carry lowest credit risk. The Outlook on the long-
term rating is ‘Stable’.
In any of your publicity material or other document wherever you are using our above rating, it should
be stated as [ICRA]AA (Stable).
This rating is specific to the terms and conditions of the proposed issue as was indicated to us by you
and any change in the terms or size of the issue would require the rating to be reviewed by us. If there
is any change in the terms and conditions or size of the instrument rated, as above, the same must be
brought to our notice before the issue of the instrument. If there is any such change after the rating
is assigned by us and accepted by you, it would be subject to our review and may result in change in
the rating assigned.
ICRA reserves the right to review and/ or, revise the above rating at any time on the basis of new
information or unavailability of information or such other circumstances, which ICRA believes, may
have an impact on the rating assigned to you.
The rating, as aforesaid, however, should not be treated as a recommendation to buy, sell or hold the
instruments issued by you.
You are requested to furnish a monthly ‘No Default Statement (NDS)’ (in the format enclosed) on the
first working day of every month, confirming the timeliness of payment of all obligations against the
rated debt programme. This is in line with requirements as prescribed in circular dated June 30, 2017
on ‘Monitoring and Review of Ratings by Credit Rating Agencies(CRAs)’ issued by the Securities and
Exchange Board of India
You are also requested to forthwith inform us about any default or delay in repayment of interest or
principal amount of the instrument rated, as above, or any other debt instruments/ borrowing and
keep us informed of any other developments which may have a direct or indirect impact on the debt
servicing capability of the company including any proposal for re-schedulement or postponement of
the repayment programmes of the dues/ debts of the company with any lender(s) / investor(s).
Further, you are requested to inform us immediately as and when the borrowing limit for the
instrument rated, as above, or as prescribed by the regulatory authority(ies) is exceeded.
We thank you for your kind cooperation extended during the course of the rating exercise. Please let
us know if you need any clarification.
We look forward to further strengthening our existing relationship and assure you of our best services.
List of All Instrument Rated (With Amount Outstanding)
Instrument Rated Amount
(Rs. crore)
Amount
Outstanding
(In Crores, As on
March 31, 2022)
Rating Rating Assigned on
NCD 3000.0 1970.0 [ICRA]AA (Stable) September 03, 2021
3000.0 1970.0
‘No Default Statement on the Company Letter Head’ To, ICRA Limited Building No. 8, 2nd Floor, Tower A, DLF Cyber City, Phase II, Gurugram -122002 Dear Sir/ Madam, 1. We hereby confirm that as on date there are no overdues or default on our listed debt
obligations. (Securities). 2. We hereby confirm that as on date there are no overdues or default on our unlisted debt
obligations. (Securities). 3. We also confirm that in the month ended <<Month and Year name>>, there has been no
instance of delay in servicing of our listed debt obligations (Securities). 4. We also confirm that in the month ended <<Month and Year name>>, there has been no
instance of delay in servicing of our un-listed debt obligations(Securities). 5. We also confirm that in the month ended <<Month and Year name>>, there has been no
instance of delay in servicing of debt obligations guaranteed by us. 6. We hereby confirm that as on date and in the month ended <<Month and Year name>> there
are no over dues or default on payment of interest/installment obligations on loans from banks/financial institutions.
7. We hereby confirm that as on date there are no over dues or default on payment of interest/installment obligations on loans from banks/financial institutions which continues beyond 30 days.
8. We hereby confirm that as on date there are no over dues or default on revolving facilities like cash credit, from banks/financial institutions which continues beyond 30 days.
9. We also confirm that there is no amount remaining unpaid for more than 30 days from the invocation of the bank guarantee facilities or devolvement of Letters of Credit as on date / in the month ended <<Month and Year name>> We also confirm that there has not been any instance of devolvement of Letter of Credit in the month ended <<Month and Year name>>
10. We also confirm that there has been no overdrawal of the drawing power sanctioned by the bank for a period of more than 30 consecutive days in case of bank facilities which do not have scheduled maturity/repayment dates.
11. Details of default in payment of interest/installment obligations on loans including revolving facilities like cash credit from banks/financial institutions and any overdraws beyond what is sanctioned by the bank, beyond 30 days as on date/ in the month ended <<Month and Year name>>, in any of the above case (if any):
Name of Lender
Nature of obligation
Date of Default
Current default amount
Amount to be paid
Actual Date of Payment (if any)
Remarks
Text Term Loan, CC
.
Row 2
12. Details of default in payment of principal/interest obligations as on date/ in the month ended <<Month and Year name>>, on our listed and unlisted debt obligations (Securities), in any of the above case (if any):
Name of the
Instrument
ISIN Amount to
be paid
Due Date of
Payment
Actual Date
of Payment
Remarks
NCD
Thanking You, Yours faithfully, <Authorized Signatory of Issuer>
www.icra .in
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September 13, 2021
Tata Realty and Infrastructure Limited: Ratings reaffirmed
Commercial Paper 2,200.0 2,200.0 [ICRA]A1+; Reaffirmed
Total 5,200.0 5,200.0
*Instrument details are provided in Annexure-1
Rationale
The reaffirmation of the ratings favourably factors in the diversified investment portfolio of Tata Realty and Infrastructure
Limited (TRIL), which comprises a mix of real estate projects, including 18.0 mn sqft of commercial office space, 0.1 mn sqft of
retail, unsold and unencumbered inventory of 0.4 mn sqft of residential space and build-operate-transfer (BOT) projects in
road, metro and ropeway segments. The ratings take into account the healthy cash cover for the operational projects, and the
unencumbered inventory and receivables from the residential real estate project, which provide financial flexibility to TRIL.
The rating derives comfort from TRIL’s strong parentage by virtue of being a wholly-owned subsidiary of Tata Sons Private Ltd
(TSPL, rated [ICRA]AAA(Stable)/[ICRA]A1+). ICRA expects the demonstrated group support in the form of strategic, managerial
and funding to TRIL would continue going forward also. ICRA takes note that of the ~18.0 mn sqft of commercial office space1,
~6.8 mn. Sqft is completed, and balance ~11 mn sq.ft. is under construction as on date. Both the road assets have received
provisional completion certificate and have started full tolling on the entire stretch from Q1FY2022.
The ratings are, however, constrained by the sizeable equity commitments towards the under-construction projects, including
the recently awarded Pune Metro project. Due to its nascent stage and the DBFOT mode of execution, the metro project
remains exposed to high implementation and revenue risks. The overall equity commitments towards the under-construction
and operational projects over next two years (FY2022-FY2023) is estimated at Rs. 1,228 crore, which will be funded through
mix of equity infusion by TSPL, proceeds from asset monetisation, and additional debt. Timely commissioning of these projects
within their budgeted costs would remain important from the credit perspective. Any-higher-than expected cashflow support
to its operational projects or towards cost overrun for under-construction projects would also remain a rating sensitivity.
Further, the company is exposed to refinancing risks, owing to a high proportion of short to medium term debt, resulting in
sizeable debt repayment obligations in the medium term. However, the company has a demonstrated track record of
refinancing its debt in the past. While reaffirming the rating, ICRA has taken note of the explicit support that TRIL has provided
to the borrowing programme of some of the investee companies. Any deterioration in the credit profile of these investee
companies could result in a crystallisation of the contingent liabilities and thus will remain a key monitorable.
ICRA notes that the financial closure for Pune Metro project is achieved. The appointed date for Pune metro project is yet to
be awarded, which is subject to receipt of 99.14% right of way by Pune Metropolitan Region Development Authority (PMRDA).
ICRA also takes note of recent acquisition of 26% stake in TRIL IT4 Private Limited, a 0.8 million sq ft office space leased to
marquee tenants, largely from the technology and BFSI sectors. Post-acquisition, TRIL IT4 Private Limited is now a wholly
owned subsidiary of TRIL.
1 Occupancy certificate received for one tower of Intellion Park, Gurgaon (commercial property), and ~90% of total leasable
area of Phase 1 of Intellion Edge, Gurgaon (commercial property) has been leased out as on August 31, 2021.
www.icra .in
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Key rating drivers and their description
Credit strengths
Strong parentage by virtue of being a wholly owned subsidiary of Tata Sons Private Limited – TRIL is a wholly owned
subsidiary of TSPL and strategically important to the Tata Group, given TRIL is the flagship entity for investment in the
infrastructure and commercial real estate verticals. TSPL has provided timely financial support in the past and has infused Rs.
2,375 crore till March 31, 2021, with Rs.1,200 crore infused in FY2020 itself. ICRA believes TRIL will continue to receive
adequate financial support from the parent.
Diversified portfolio of projects – TRIL has a diversified investment portfolio, which comprises a mix of real estate projects
including 18.0 mn sqft of commercial office space, 0.1 mn sqft of retail and unsold inventory of 0.4 mn sqft of residential space
and build-operate-transfer projects in road, metro and ropeway segments.
Strong operational performance of projects– The company’s two commercial projects in Mumbai and Chennai continue to
have high occupancy levels and are expected to perform well in the near to medium term. Further, its residential real estate
projects in Kochi is expected to provide cash flows in the near term. The unencumbered inventory and receivables from the
residential real estate project provides financial flexibility to TRIL.
Credit challenges
Exposed to refinancing risk – The company is exposed to refinancing risks owing to high proportion of short to medium term debt, resulting in sizeable debt repayment obligations in the medium term. However, the company has a demonstrated track record of refinancing its debt in the past. Further, the company has reduced its short-term exposure to 22% of total debt as on March 31, 2021 from 35% as on March 31, 2017.
Sizeable equity requirement towards under-construction projects and explicit support to some of the investee companies –
There is a sizeable equity commitment towards the under-construction projects, including the recently awarded Pune Metro
project, under the DBFOT mode, being executed through a SPV under TRIL Urban Transport Private Limited (100% subsidiary
of TRIL) in joint venture with Siemens Project Ventures GMBH. Due to its nascent stage and the DBFOT mode of execution, the
metro project remains exposed to high implementation and revenue risks. The overall equity commitments towards the under-
construction and operational projects over next two years (FY2022-FY2023) is estimated at Rs. 1,228 crore, which will be
funded through mix of equity infusion by TSPL, proceeds from asset monetisation, and additional debt. Timely commissioning
of these projects within their budgeted costs would remain important from the credit perspective. Any-higher-than expected
cashflow support to its operational projects or towards cost overrun for under-construction projects would also remain a rating
sensitivity. ICRA has taken note of the explicit support that TRIL has provided to the borrowing programme of some of the
investee companies. Any deterioration in the credit profile of these investee companies could result in a crystallisation of the
contingent liabilities and thus will remain a key monitorable
Liquidity position: Adequate
The company’s liquidity position remains adequate with unencumbered cash balance of Rs.149.5 crore and liquid investments
of Rs.233.3 crore as on March 31, 2021. Further the company also has an unutilised overdraft limit of ~Rs.74 crore as on March
31, 2021, which supports the liquidity profile. The company has already refinanced its long-term debt obligations falling due
in FY2022. The estimated equity support by TRIL towards its portfolio in FY2022 stands at Rs. 1,228 crore; however, the actual
amount will depend on progress and requirements in the on-going projects.
www.icra .in
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Rating sensitivities
Positive factors - The crystallisation of scenarios for rating upgrade is unlikely over the medium term. Nevertheless, in case of
significant equity infusion and improvement in the risk profile of the investee companies, there could be a scenario for rating
upgrade.
Negative factors - Negative pressure on the above ratings of TRIL could arise if there is higher-than-anticipated increase in
leverage due to delay in asset monetisation or any significant cost over-runs in on-going projects, or significant
underperformance of operational assets of the company leading to enhanced refinancing risk. Further, deterioration in the
credit profile of the parent or a decrease in shareholding will also remain a key rating sensitivity.
Analytical approach
Analytical Approach Comments
Applicable Rating Methodologies
Corporate Credit Ratings: A Note on Methodology Impact of Parent or Group Support on an Issuer’s Credit Rating
Consolidation and Rating approach
Rating Methodology for Holding Companies
Parent/Group Support
Parent Company: Tata Sons Private Limited (TSPL)
We expect TRIL’s parent, TSPL [rated [ICRA]AAA (Stable)/[ICRA]A1+], to be willing to extend financial support to TRIL, should there be a need, given the high strategic importance that TRIL holds for TSPL for meeting its diversification objectives and out of its need to protect its reputation from the consequences of a group entity’s distress.
Consolidation/Standalone
For arriving at the ratings, ICRA has used limited consolidation approach, under which the proposed equity investments for under construction projects and funding support required to various subsidiaries towards debt servicing and operational shortfall have been considered. The list of companies that are consolidated to arrive at the rating are given in Annexure 2 below.
About the company
Tata Realty and Infrastructure Limited (TRIL), a 100% subsidiary of Tata Sons Private Ltd. (TSPL) (rated [ICRA]AAA
(stable)/[ICRA]A1+), was incorporated in March 2, 2007 for undertaking various infrastructure and real estate projects
by establishing special purpose vehicles (SPVs). TRIL’s various business interests can be categorized into three segments,
namely real estate, infrastructure and services. TRIL has invested directly in the real estate projects. Its investments in roads
and urban transport projects, however, are through holding companies. Its operational portfolio consists of four real estate
projects and four road projects. The company has a large under-construction portfolio comprising three commercial real estate
projects, two ropeway projects and a metro project. It also provides project management and asset management services to
Contents may be used freely with due acknowledgement to ICRA.
ICRA ratings should not be treated as recommendation to buy, sell or hold the rated debt instruments. ICRA ratings are subject to a process of surveillance,
which may lead to revision in ratings. An ICRA rating is a symbolic indicator of ICRA’s current opinion on the relative capability of the issuer concerned to
timely service debts and obligations, with reference to the instrument rated. Please visit our website www.icra.in or contact any ICRA office for the latest
information on ICRA ratings outstanding. All information contained herein has been obtained by ICRA from sources believed by it to be accurate and reliable,
including the rated issuer. ICRA however has not conducted any audit of the rated issuer or of the information provided by it. While reasonable care has been
taken to ensure that the information herein is true, such information is provided ‘as is’ without any warranty of any kind, and ICRA in particular, makes no
representation or warranty, express or implied, as to the accuracy, timeliness or completeness of any such information. Also, ICRA or any of its group
companies may have provided services other than rating to the issuer rated. All information contained herein must be construed solely as statements of
opinion, and ICRA shall not be liable for any losses incurred by users from any use of this publication or its contents.
Kind Attn.:- Ms Reshma Chheda Dear Sir, Subject: Consent to act as Debenture Trustee for the Listed, Unsecured Redeemable Non-Convertible Debentures (NCDs) aggregating upto Rs 300 Crore This is with reference to the discussion we had regarding appointment of IDBI Trusteeship Services Limited (“ITSL”) as Debenture trustee for the listed, unsecured Redeemable Non-Convertible Debentures (NCDs) aggregating upto Rs 300 Crore. In this connection, we indicate our trusteeship remuneration for the said assignment as follows:
Charge Heads Terms
Acceptance Fees Rs. 1,50,000/- plus applicable taxes (Onetime payment, Payable upfront and Non-Refundable)
Service Charges
Rs. 2,25,000/- p.a. plus applicable taxes. First such payment would become payable in on the date of Execution date for the pro-rata period from Execution date till March 31, 2023; there after the Service Charges are payable on annual basis in Advance on 1st April every year till the redemption and satisfaction of charges in full.
Delay Payment Charges In case the payment of the service charges not received within a period of 30 days from the date of the bill, ITSL reserves the right to charge “delayed payment charges” @ 12% on the outstanding amount.
Out of Pocket Expenses & Statutory Dues including arbitration cost, if any
Would be reimbursable on actual basis within 30 days of the claim.
Validity:
This Consent is valid for a Period of Security to be created in terms of Applicable Laws from the date of this letter and shall stand automatically cancelled/revoked/withdrawn without any further communication/reference to you unless otherwise revalidated by us. This Consent Letter shall not be construed as giving rise to any obligation on the part of IDBI Trusteeship Services Ltd to act as Debenture Trustee unless the Company communicates acceptance to ITSL within 3 days from the date of this letter and also executes Trusteeship documents including Debenture Documents within 30 days from the date of this letter or such extended time as may be agreed to by ITSL.
Security/Due Diligence
This consent letter is subject to the Due Diligence required to be done by the Debenture Trustee pursuant to SEBI Circular dated 03.11.20 and the company agrees that the issue shall be opened only after the due diligence has been carried by the debenture trustee.
Any enforcement consequent to the event of default (EOD) would attract separate charges
Assure you of our best services at all times. Yours faithfully, we accept the above terms For IDBI TRUSTEESHIP SERVICES LIMITED FOR Tata Realty & Infrastructure Limited
_________________ _____________________ (Authorized Signatory) (Authorized Signatory) NOTE: As per recent Good and Service Tax guidelines, ITSL would be required to pay the applicable Goods and Service Tax on the amounts / charges payable to us as indicated above. Please note that the Company would be liable to pay all such charges even in the event of cancellation of the aforesaid transaction. Therefore, no refund of any statutory dues already paid would be made.
Kind Attn.:- Ms Reshma Chheda Dear Sir, Subject: Consent to act as Debenture Trustee for the Listed, Unsecured Redeemable Non-Convertible Debentures (NCDs) aggregating upto Rs 300 Crore This is with reference to the discussion we had regarding appointment of IDBI Trusteeship Services Limited (“ITSL”) as Debenture trustee for the listed, unsecured Redeemable Non-Convertible Debentures (NCDs) aggregating upto Rs 300 Crore. We are agreeable for inclusion of our name as trustee in the offer document/disclosure document or any other authority as required subject to the following conditions:
1. The Company shall enter into Written Debenture Trustee Agreement for the said issue before the opening of Subscription list for issue of debentures.
2. The Company agrees and undertakes to create the securities over such of its immovable and moveable
properties and on such terms and conditions as agreed by the Debenture holders and disclose in the Information Memorandum or Disclosure Document and execute, the Debenture/Bond Trust Deed and other necessary security documents for each series of debentures as approved by the Debenture Trustee, within a period as agreed by us in the Information Memorandum or Disclosure Document within three months from the closure of the issue or offer of debentures.
3. The Company agrees & undertakes to pay to the Debenture Trustees so long as they hold the office of the Debenture Trustee, remuneration as stated above for their services as Debenture/Bond Trustee in addition to all legal, traveling and other costs, charges and expenses which the Debenture Trustee or their officers, employees or agents may incur in relation to execution of the Debenture/Bond Trust Deed and all other Documents affecting the Security till the monies in respect of the Debentures/Bond have been fully paid-off and the requisite formalities for satisfaction of charge in all respects, have been complied with.
4. The Company shall agree & undertake to comply with the provisions of SEBI (Debenture Trustees) Regulations, 1993, SEBI (Issue and Listing of Debt Securities) Regulations, 2008, SEBI (LODR) Regulations, 2015 and Listing Agreement entered into by the company with stock exchange, the Companies Act, 2013, as amended from time to time and other applicable provisions and agree to furnish to Trustees such information in terms the same on regular basis.
5. Any payment in respect of Debentures required to be made by the Debenture Trustee to a Debenture Holder
(who is a FII Entity) at the time of enforcement would, if required by applicable law, be subject to the prior approval of RBI for such remittance through an Authorised Dealer. The Company/Investor shall obtain all such approvals, if required, to ensure prompt and timely payments to the said Debenture Holder. Such remittance shall not exceed total investment (and interest provided for herein) made by the Debenture/Bond Holder (who is a FII).
6. This consent letter is subject to the Due Diligence required to be done by the Debenture Trustee pursuant to SEBI Circular dated 03.11.20 and the company agrees that the issue shall be opened only after the due diligence has been carried by the debenture trustee.
Looking forward to a fruitful association with you and assuring you of our best services at all times. Thanking you, We accept the above terms For IDBI TRUSTEESHIP SERVICES LIMITED FOR Tata Realty & Infrastructure Limited
TATA REALTY AND INFRASTRUCTURE LIMITED CIN: U70102MH2007PLC168300
E Block, Voltas Premises, T. B. Kadam Marg, Chinchpokli, Mumbai – 400 033 India. Tel. 91 22 6661 4444 Fax: 91 22 6661 4452 Website: www.tatarealty.in
BOARD’S REPORT TO THE MEMBERS, The Directors present the Annual Report of Tata Realty and Infrastructure Limited (the “Company” or “TRIL”) along with the audited financial statements for the financial year ended March 31, 2020. The consolidated performance of the Company and its subsidiaries has been referred to wherever required.
44,434.84 1,22,274 1,26,664 Depreciation and amortization expenses
191.80
140.30 17,251 16,858
Total Expenses 52,717.86
44,575.14 1,39,525 1,43,522
Profit before finance cost and tax 8,328.93
5,661.01 24,351 30,910
Finance cost 28,496.17
22,988.91 60,185 52,055
Profit before tax (PBT) (20,167.24)
(17,327.90) (35,834) (21,145)
Tax expense (2,417.51)
(1,298.87) (653) (2,769)
Profit / (Loss) for the year (22,584.75)
(18,626.77) (36,487) (23,915)
Attributable to: Shareholders of the company (36,254) (23,693) Non-Controlling Interest (233) (222)
Opening Balance of retained earning
(37,659.45)
(17,728.54) (99,543) (74,541)
Profit/(Loss) for the Year - (1,304.14) (36,254) (23,693)
2. Dividend In view of the loss incurred during the year under review and with a view to conserve available resources for the growth of the Company’s operations in the future, the Directors do not recommend any dividend for the year 2019-20. 3. Transfer to Reserves Your Directors do not recommend transferring any funds to reserves of the Company.
4. Company’s Performance On a standalone basis, the revenue for FY 2019-20 was Rs.17,584.54 lakhs, higher by 21% percent over the previous year’s revenue of Rs.14,493.29 lakhs in FY 2018-19. The loss after tax (PAT) attributable to shareholders for FY 2019-20 was Rs. (22,584.75) Lakhs registering a growth of (21%) percent over the PAT of Rs. (18,626.77) lakhs for FY 2018-19. On a consolidated basis, the revenue for FY 2019-20 was Rs.157,879 lakhs, lower by 6% percent over the previous year’s revenue of Rs.167,816 lakhs. The Loss attributable to shareholders and non-controlling interests for FY 2018-19 and FY 2019-20 was Rs.(23,915) lakhs and Rs. (36,487)
Other comprehensive income / (losses)
(22,584.75)
(18,626.77) - -
Total comprehensive income (13,307.84) - - -
Dividend (including tax on dividend)
- - - -
Buy-back of equity shares - - - - Expenses for buy-back of equity shares
- - - -
Issue of Bonus shares - - - - Realized loss on equity shares carried at fair value through OCI
- - - -
Transfer to Special Economic Zone re-investment reserve
- - - -
Transfer from Special Economic Zone re-investment reserve
- - - -
Transition adjustment due to application of IND AS 115
- - - (1,309.41)
Transfer to reserve - - - - Closing balance of retained earnings
(73,552.04)
(37,659.45) (1,35,797) (99,543)
lakhs respectively. The Loss attributable to shareholders for FY 2019-20 was Rs. (36,254) Lakhs registering a growth of (53)% percent over the Loss of Rs. (23,693) lakhs for FY 2018-19. State of the Company’s Affairs: Tata Realty & Infrastructure Limited, a wholly owned subsidiary of Tata Sons, is in the business of design, development and management of commercial assets and few residential projects. Since its inception the company has developed 15.6 mn. sq. ft. area and has ~12.4 mn. sq. ft. under development and planning stage across 10 project in 7 cities. The company has leveraged its expertise in project management to develop over 6.7 mn. sq. ft. of office campuses for Tata Consultancy Services (TCS). Your company also had three 1.3 mn. sq. ft. leasable area malls at the start of FY 20, out of which 2 malls in Amritsar and Nagpur were divested to Virtuous Retail South Asia Pte. Ltd. for a combined enterprise value of ~Rs. 712 Cr. in Q3 FY 20. 5. Subsidiary Companies The Company has 24 subsidiaries and 2 joint venture companies. There has been no material change in the nature of the business of the subsidiaries. During the year under review, the Company has divested two of its retail malls i.e. Tillium Mall, Amritsar and Trillium Mall, Nagpur. They were operating under the SPV’s namely TRIL Amritsar Projects Limited and TRIF Real Estate and Development Limited, respectively, which were wholly owned subsidiaries of the Company. The Company has sold its entire stake and hence they cease to be the subsidiaries of the Company. Except as stated above, there were no other Companies which have become or ceased to be the Subsidiaries, joint ventures or associate companies of the Company, during the year under review. However, the Company has incorporated four wholly owned subsidiaries namely TRIL Bengaluru Real Estate One Private Limited, TRIL Bengaluru Real Estate Two Private Limited, TRIL Bengaluru Real Estate Three Private Limited and TRIL Bengaluru Real Estate Four Private Limited as on April 11, 2020. Pursuant to the provisions of Section 129(3) of the Companies Act 2013 (“Act”), a statement containing the salient features of financial statements of the Company’s subsidiaries in Form AOC-1 is attached to the financial statements of the Company. Further, pursuant to the provisions of Section 136 of the Act, the financial statements of the Company along with relevant documents and separate audited financial statements in respect of subsidiaries are also available on the website of the Company i.e. www.tatarealty.in.
6. Covid-19 Pandemic Situation – Update on Operations a) Impact of the CoVID-19 pandemic on business:
The lockdowns and restrictions imposed on various activities due to Covid-19 pandemic have posed various challenges to different aspects of the business. During the initial phases of lockdown, from March end to early May, activities at construction sites were fully suspended. Almost 1,000 workers continued to remain at on-site camps on commercial construction sites. On commercial properties, the complexes were closed with tenants working from home. However, they continued to use resources on site like servers etc. As the lockdown has been gradually eased, all properties have reopened across states and most tenants have restarted partial operations. A majority of tenants have already paid rentals for April & May, a testament to and acknowledgement of all the efforts to provide services in these uncertain times. Construction activities have also gradually resumed at all sites except one, but at limited capacity. Finally, a thorough exercise has been undertaken to go through all relevant contracts, especially with tenants, service providers and investors as applicable. Legal opinion has been taken on force majeure clauses and exposure/impact of the same assessed to be minimal.
b) Ability to maintain operations including the factories/units/office spaces functioning and closed down: During the pandemic, construction activities were gradually started with on-site labour. However, challenges were faced in movement of managerial staff, especially across state borders, as well as in sporadic disruptions to supply chain. Also, since May 2nd half, a significant portion of migrant labour has moved back to their native locations – the availability of labour is down ~50% from peak levels, and remains a challenge. On commercial office complexes, the services were kept functioning even during peak lockdown by obtaining necessary approvals. This ensured that all office spaces could be reopened at the first available opportunity. Corporate offices remain shut with the company adopting work from home.
c) Schedule, if any, for restarting the operations: As described above, construction and commercial operations have been restarted from May as per guidelines issues by central & local authorities.
d) Steps taken to ensure smooth functioning of operations: Clear SOPs have been prepared for construction activities and office complexes, covering transport, social distancing, hygiene and basic do’s & don’ts. Necessary arrangements have been made to provide sanitizers, spare face masks, PPE kits etc. for all personnel. Checklists are being adhered to and regular reports circulated to leadership teams. Contingency measures are in place for any detected cases, in collaboration with healthcare facility providers. Finally, daily planning meetings help in reacting to changing situation and taking rapid decisions as required. Before reopening sites, thorough sanitization and fumigation was carried out. For tenants, in close coordination with 3rd party estate management firms, innovative new technologies were installed like touch-less sanitizers and access gates. To facilitate work from home for corporate staff, various steps were taken like enabling remote IT access, and streamlining controls & approvals.
e) Estimation of the future impact of CoVID-19 on operations: The leasing business from existing tenants has rebounded well already and the outlook remains strong in its ability to generate cash flows. Some ongoing discussions regarding new leases have got deferred because of the shutdown. However, the underlying-term demand drivers & thus long-term outlook for commercial space uptake remains positive in India overall, and our micro-markets specifically. We have also signed select major new leases & contracts during this phase, giving confidence in the ability to mitigate any medium-term impact and embark on a sharp V-shaped recovery. Some of the steps taken to make workplaces and properties suitable, related to hygiene, automation, configuration etc., will gradually become permanent fixtures of the planning for any new project. Finally, many companies have already confirmed moving back to offices when possible, mitigating the impact of the current trend of work-from-home.
f) Impact of CoVID-19 on capital and financial resources, profitability, liquidity position, ability to service debt, assets and internal financial reporting and control: The Company received Rs.1200 crore towards subscription of its Rights Issue from the parent, Tata Sons Private Limited in February 2020. The Company used these funds for various purposes including meeting its debt servicing requirements. The Company has adequate liquidity in the form of cash and cash equivalents and undrawn facilities. Given its well capitalised balance sheet and strong business profile, the Company does not envisage any issues in raising additional funds during the year as and when required.
The Company has sound internal control measures for all its processes and there has been no impact on the internal financial reporting and controls of the Company.
g) Impact of CoVID-19 on supply chain:
In the initial stages, restrictions on movement of materials across states hampered operations, even resulting in sporadic price surges in certain materials like cement. However, over time, these issues have subsided, and the overall supply chain has improved with vendors able to manufacture and transport material to sites. Other equipment like face-masks also have been secured in sufficient volumes.
h) Existing contracts/agreements where non-fulfilment of the obligations by any party will have significant impact on the listed entity’s business: The Company is well positioned to fulfil its obligations and also does not foresee any significant impact on the business due to non-fulfilment of the obligations by any party.
i) Other relevant material updates about the business: Generally, the Company publishes its annual audited accounts by second week of May of each year. However, due to the current situation, it is expected that the Board meeting to adopt the accounts is planned to be held in end-June.
7. Industry Outlook and Future Prospects:
Overview of Real Estate Sector in India: The Indian economy with its sound fundaments is set to dominate on the global map in the 21st century – this is evident from its GDP growth rate between 2013 and 2018 of 56% - the highest in comparison to other major economies like China, US and UK, which registered a growth of 51%, 22% and 19% respectively. With more than 1.3 billion people, India represents 24.3% of global population providing for a very attractive demography – both from a supply & demand perspective.
Younger population (Median age in 2030 will be 31.4 years vs. 40 years in US and 42 years in China) acts as a great talent pool and will be the biggest consumer segment. With ~10 million people migrating to cities every year – the urban population will contribute 75% to the GDP by 2030.
All these factors will boost the demand for real estate in India. By 2030, India is likely to need 25 million affordable housing units to meet the urban population’s demand. The growing economy to drive the demand for commercial and retail space.
As per IBEF, the contribution of real estate sector was expected to increase from current 6% to 13% of GDP by 2025 and the sector was expected reach US$ 1 Trillion by 2030 from US$ 120 Billion. in 2017 at an expected CAGR of 19.5% – however the current economic downturn due to COVID 19 may will push growth by 1-2 yrs.
Though 2019 has been a mixed year for residential real estate – with developers battling liquidity crisis and a sluggish demand - various Government policies and reforms helped boost the demand in the sector, esp. in the affordable housing segment. The real estate sector showed resilience with ~2.96 lakhs units sold (a growth of 6% y-o-y) in 2019 in top seven cities and office absorption touching historical highs. In 2019, private equity investments worth US$ 5,336 million were recorded, a 29% increase from 2018. Provision for reduction in minimum capitalisation for FDI investment from US $10 million to US $5 million – will further help boast urbanization. Residential real estate
The Indian Real Estate sector gradually came to terms with the multiple reforms and changes brought to the industry in the past couple of years with demonetization, GST, RERA, Indian Bankruptcy Code, etc. and started moving towards a more transparent and accountable way of working. These reforms also led to the downfall of small and financial weak real estate developers, leading to consolidation in the market and stronger emergence of branded players who have a better hold on their processes and fiscal situation. Governments policy push to affordable housing with its efforts under Housing for All – saw increased traction in the segment accounting for 40% of total new supply in 2019.
Commercial real estate
Current scenario: • Despite the economic downturn and the GDP hitting lowest number in last year in Q3 2019
– offices leasing touched new benchmarks. • For commercial real estate, 2019 was a remarkable year as with gross leasing touched a
historic high of 61.6 mn. sq. ft. – recorded more than 25% growth Y-o-Y; together Bangalore, Hyderabad, Delhi NCR and Mumbai accounted for 75% of overall leasing.
• India office stock crossed 630 mn. sq. ft. with 52 mn. sq. ft. Grade A office spaces being completed in 2019, at a robust 50% Y-o-Y growth – with 80% of overall supply addition from Hyderabad, Delhi NCR, Bangalore and Pune. This growth is majorly driven by IT/ITeS and co-working players.
• The vacancy levels at 13% were at record 4-year low in 2019, with even lower vacancy in some attractive markets. Strong demand with low vacancy in IT/ITeS dominated markets also led to rental growth. Leasing activity was driven by IT/ ITeS (42%) & co-working spaces (14%).
• High growth and stable returns in office assets garner interest from global institutional investors, sovereign wealth funds, as evident from the rising share of Sovereign Wealth Fund investments over the decade. 66% of the overall investments in 2019 have been in the Commercial segment.
Future scenario: • The growth momentum for commercial leasing of the past 3 years expected to continue for
FY21, with expected leasing of 45-50 mn sq. ft. The demand in 2020 is expected to be in line with the supply; majorly driven by Bangalore and Hyderabad.
• Office market is expected to be driven mostly by growth in ITeS/IT, BFSI, co-working, consulting and manufacturing. Moreover, many new companies are planning a foray into Indian markets due to huge potential and recently relaxed FDI norms.
• India’s office market is one of the well-organized office marketing the Asia Pacific region and after the success of India’s first REIT, more developers will become more efficient and transparent in the management and operations of these assets.
• As in the last few years, office markets have witness increased absorption in the suburban sub-markets key cities in comparison to their CBDs, & SBDs, this trend is expected to continue and will be a major contributor to their future growth.
• With environment concerns gaining importance, developers are gradually moving towards more green, sustainable developments. Places with LEED ratings, high standard of safety and wellness are likely to attract more tenants.
Impact of COVID 19 on the sector remains to be fully assessed.
Regulation in the Sector: The following regulatory reforms provided the much need stimulus to the real estate sector, with some showing upfront benefits and others to have an impact in the near future –
• Corporate tax reduced from 30% to 22% excluding all cess and surcharges, for domestic companies – will help boost companies’ investment abilities.
• External commercial borrowing relaxed for developers to obtain overseas funds • Section 10AA of the Income Tax Act, units in SEZs get a phased tax-holiday for a period of
15 years; However, under the SEZ Sunset clause this benefit was available to only those units that start operations before 31st March 2020
• To bring down cost, GST on under-construction properties outside the affordable segment were revised to 5% with no Input Tax Credit (ITC) and 1% without ITC for affordable housing properties
• Government Smart Cities mission to promote sustainable and inclusive cities that provide core infrastructure and give good quality of life to its citizens, a clean and sustainable environment, and the application of ‘Smart’ solutions. 100% FDI for township and settlement development projects – will act as an added advantage
*Source: RBI Annual report, IBEF, Anarock, JLL, PropEquity, Media reports, Press articles INFRASTRUCTURE: The year 2019-20 was the year in which the Company made significant progress in its Infrastructure Business. All the Road Projects became operational and the Company also signed the Concession Agreement for Pune Metro Project. However, towards the end of the financial Year the outbreak of novel Coronavirus impacted the Infrastructure Sector disrupting the functioning of the entire industry and its adverse economic impact is likely to stay longer than the actual time period of the crisis itself. The Covid-19 is likely to
impact the movement of freight and passenger vehicles in the short - term future which would have an impact on our business. Your Company believe that the ramp up of economic activity to current levels would take at least 9-12 months. Further, there would be increased impetus to develop infrastructure and large investment requirements in the ensuing years and the Company is well poised to participate in these opportunities. In the coming year Company would also be focusing on completing /developing its existing Projects and monetize operational projects. 8. Share Capital And other Securities: A. Share Capital: During the year under review, the Company has raised capital of Rs.1200,00,00,000/- (Rupees Twelve Hundred Crore only) by offering 60,00,00,000 (Sixty Crore) Equity Shares of Rs. 10/- each at a premium of Rs. 10/- (Rupees Ten only) per share, by way of rights issue, to its existing equity shareholders on February 24, 2020 and accordingly allotted 60,00,00,000 (Sixty Crore) Equity Shares of Rs. 10/- each at a premium of Rs. 10/- (Rupees Ten only) to Tata Sons Private Limited, Holding Company on April 09, 2020. As at March 31, 2020, the issued, subscribed and paid-up equity shares capital of the Company stands at Rs.10,17,30,76,920 divided into 101,73,07,692 Equity Shares of Rs.10 each. B. Debt Management:
As on March 31, 2020, the Company has outstanding debt of Rs. 2,775 Crore, a marginal decrease of Rs.6.15 Crore over March 31, 2019. About 35% of the overall debt is short term, largely Commercial Papers and Short Term Loan from Deutsche Bank and 65% is through Non-Convertible Debentures. During the year the Company has issued and allotted both listed and unlisted Non-Convertible Debentures (NCDs). As on date March 31, 2020, the outstanding Listed NCDs stands at Rs. 670 Crore (Rupees Six Hundred and Seventy Crore Only) and Unlisted NCDs stands at Rs.1125 Crore (Rupees One Thousand One Hundred Twenty Five Crore Only). Due to regulatory changes during the year, the Company was required to list all its outstanding CP’s by December 31, 2019 and any further issuance of CP’s was on listed basis from thereon. Debt raised during the year has been utilized towards refinancing, investment requirements for the Company’s Greenfield and Brownfield projects in Real Estate, Roads and Urban Transport verticals and general corporate purposes. The weighted average interest rate for the outstanding debt as at March 31, 2020 was 8.71% p.a. marginally higher than 8.64% p.a. as at the end of previous year.
Credit Ratings: Your Company has been offering itself to be rated by rating agencies as per following:
Instrument Rating Agency Rating Amount Remarks
Commercial Paper ICRA ICRA A1+ ₹ 2200 Crore Reaffirmed (Short term) CRISIL CRISIL A1+ ₹ 1800 Crore Reaffirmed
CARE Ratings CARE A1+ ₹ 2200 Crore Reaffirmed
Non-Convertible Debenture
ICRA ICRA AA (Stable) CRISIL AA (stable)
₹ 3000 Crore Re-affirmed
CRISIL ₹ 1900 Crore Short term Bank Facilities – Fund Based
CARE Ratings CARE A 1+ ₹ 100 Crore Re-affirmed
Short term Bank Facilities – Non-Fund Based
CARE Ratings CARE A 1+ ₹ 185 Crore Re-affirmed
Short term Bank Facilities – Non-Fund and Fund Based
CARE Ratings CARE A 1+ ₹ 115 Crore Re-affirmed
9. Depository System Your Company’s Equity Shares are in dematerialization (Demat) form done through National Securities Depository Limited (NSDL). The ISIN as allotted by NSDL is INE371K01016. In case of any query, you may please get in touch with the Company or the Registrar & Transfer Agent i.e. KFintech Private Limited (Formerly known as Karvy Fintech Private Limited), Address: Karvy Selenium Tower B, Plot 31-32, Gachibowli, Financial District, Nanakramguda, Hyderabad – 500 032, Phone: +91 040 6716 2222 and +91 40 6716 1602. As on March 31, 2020, 101,73,07,692 (100%) of Equity Shares of your Company were held in dematerialized form.
10. Directors’ Responsibility Statement Based on the framework of internal financial controls and compliance systems established and maintained by the Company, the work performed by the internal, statutory, cost and secretarial auditors and external consultants, including the audit of internal financial controls over financial reporting by the statutory auditors and the reviews performed by management and the relevant
board committees, including the audit committee, the Board is of the opinion that the Company’s internal financial controls were adequate and effective during FY 2019-20. Pursuant to Section 134(5) of the Act, the Board of Directors, to the best of its knowledge and ability, confirm that:
i. In the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures;
ii. They have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the loss of the Company for that period;
iii. they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
iv. they have prepared the annual accounts on a going concern basis;
v. they have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively;
vi. they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.
11. Directors and Key Managerial Personnel The Company’s composition of Board is an adequate blend of Executive, Non-executive and Independent Directors including a Woman Director. In addition to provisions of the Companies Act, 2013, the Board governance guidelines adopted by the Board, set out the role and responsibility of the Board, composition of the Board and code of conduct.
Presently, Board of your Company consists of following Members:
1. Mr. Banmali Agrawala - Chairman and Non- Executive Director; 2. Mr. Sanjay Dutt - Managing Director & Chief Executive Officer; 3. Mr. Farokh Subedar - Non- Executive Director; 4. Mr. S. Santhanakrishnan - Independent Director; 5. Mrs. Neera Saggi - Independent Director; and 6. Mr. Rajiv Sabharwal - Non- Executive Director.
During the year under review, there were no change in the Directors of the Company.
Mr. Banmali Agarwala, Director of the Company retires by rotation and being eligible, offers himself for re-appointment. A resolution seeking shareholders’ approval for his re-appointment forms part of the Notice. Pursuant to the provisions of Section 149 of the Act, the independent directors have submitted declarations that each of them meet the criteria of independence as provided in Section 149(6) of the Act along with Rules framed thereunder. There has been no change in the circumstances affecting their status as independent directors of the Company. During the year under review, the non-executive directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees, commission and reimbursement of expenses incurred by them for the purpose of attending meetings of the Board/Committee of the Company. Pursuant to the provisions of Section 203 of the Act, the Key Managerial Personnel of the Company as on March 31, 2020 are Mr. Sanjay Dutt, Managing Director & Chief Executive Officer of the Company (appointed with effect from April 01, 2018 for a period of 5 years), Mr. Sanjay Sharma, Chief Financial Officer of the Company (appointed with effect from September 10, 2018) and Mr. Sudhakar Shetty, Company Secretary of the Company (appointed with effect from December 01, 2019). Mr. Vinay Gaokar, ceased to be the Company Secretary with effect from December 01, 2019, of the Company consequent to his superannuation. Apart from this change, there was no other change in Directors and KMPs. 12. Number of Meetings of the Board There were nine meetings of the Board, held during the year under review. The said meetings were held on April 01, 2019, April 17, 2019, August 7, 2019, October 09, 2019, November 13, 2019, November 26, 2019, December 03, 2019, January 13, 2020 and March 02, 2020. Details of the Directors’ presence were given herein below: Name of the Board Member Board Meeting Attendance Mr. Banmali Agrawala (BA) 8 out of 9 Mr. Sanjay Dutt (SD) 8 out of 9 Mr. Farokh Subedar (FNS) 7 out of 9 Mr. S. Santhanakrishnan (SK) 9 out of 9 Mrs. Neera Saggi (NS) 9 out of 9 Mr. Rajiv Sabharwal (RS) 6 out of 9
13. Board Evaluation The Board of Directors has carried out an annual evaluation of its own performance, board committees, and individual directors pursuant to the provisions of the Act.
The performance of the board was evaluated by the board after seeking inputs from all the directors on the basis of criteria such as the board composition and structure, effectiveness of board processes, information and functioning, etc. The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of criteria such as the composition of committees, effectiveness of committee meetings, etc. The above criteria are broadly based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on January 5, 2017 As per MCA general circular no.11/2020 dated March 24, 2020, the Independent Directors have not been able to hold a separate meeting of independent directors for FY 19-20. However, they have shared their views for evaluation amongst themselves through telephone over the performance of non-independent directors, the board as a whole and the Chairman of the Company, taking into account the views of executive directors and nonexecutive directors. The Board and the Nomination and Remuneration Committee reviewed the performance of individual directors on the basis of criteria such as the contribution of the individual director to the board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. The Chairman of the Board also had one on one meeting with Chairman of Nomination and Remuneration Committee discussing the performance of the Board. In the board meeting and meeting of Nomination and Remuneration Committee, the performance of the board, its committees, and individual directors was also discussed. Performance evaluation of independent directors was done by the entire board, excluding the independent director being evaluated. 14. Nomination and Remuneration Committee: Presently, the Nomination and Remuneration Committee consists of Mr. S. Santhanakrishnan, Chairman of the Committee, Mr. Banmali Agrawala and Mrs. Neera Saggi, as its Members. The Committee met two times during the year under review. The said meetings were held on May 08, 2019 and November 26, 2019. The details the presence of Members are given herein below: Name of the Member NRC Meeting Attendance Mr. S. Santhanakrishnan (SK) 2 out of 2 Mr. Banmali Agrawala (BA) 2 out of 2 Mrs. Neera Saggi (NS) 2 out of 2
The Company’s policy on directors’ appointment and remuneration and other matters provided in Section 178(3) of the Act has been annexed to this report at “Annexure B- (a) and (b)” and is also available on www.tatarealty.in. 15. Internal Financial Control Systems and their Adequacy Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory and secretarial auditors and external consultants and the reviews performed by management and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that the Company’s internal financial controls were adequate and effective. The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weakness in the design or operation was observed. In the opinion of the Auditors of the Company, there exist an adequate internal control procedure commensurate with the size of the Company. 16. Audit Committee The Audit Committee consists of three members, consisting of two Independent Directors namely, Mr. S. Santhanakrishnan and Mrs. Neera Saggi and non-independent director Mr. Farokh N. Subedar, Chairman of the Committee. The Committee met 5 (Five) times during the year under review. The said meetings were held on April 17, 2019, August 07, 2019, October 23, 2019, December 17, 2019 and March 27, 2020. The details the presence of Members are given herein below: Name of the Member Audit Meeting Attendance Mr. Farokh Subedar (FNS) 5 out of 5 Mr. S. Santhanakrishnan (SK) 4 out of 5 Mrs. Neera Saggi (NS) 5 out of 5
17. Auditors The Shareholders of the Company at their Tenth Annual General Meeting held on August 24, 2017, had appointed M/s. Deloitte Huskins and Sells LLP, Chartered Accountants as the Statutory Auditors of the Company for a term of 5 years commencing till the conclusion of fifteenth AGM of the Company to be held in the year 2022, subject to ratification of their appointment by Members at every AGM, if so required under the Act. The requirement to place the matter relating to appointment of auditors for ratification by Members at every AGM has been done away by the Companies (Amendment) Act, 2017 with effect from May 7, 2018. Accordingly, no resolution is being
proposed for ratification of appointment of statutory auditors at the ensuing AGM and a note in respect of same has been included in the Notice for this AGM. 18. Auditor’s Report and Secretarial Audit Report The statutory auditor’s report and the secretarial audit report do not contain any qualifications, reservations, or adverse remarks or disclaimer. Secretarial audit report is attached to this report as Annexure C. 19. Risk Management The Company is governed by the Risk Management Charter and Policy Documents. An integrated Enterprise Risk Management Charter & Policy has been developed with the objective of establishing a common understanding & methodology for identifying, assessing, responding, monitoring & reporting to provide management, the board of directors with the assurance that key risks are being effectively managed. As per the said Policy, a Risk Management Steering Committee ('RMSC') comprising of MD & CEO and Functional Heads has been formed. The charter and policies provide the overall framework for Risk Management process which includes risk identification, assessment, evolution, treatment and other related process. The RMSC is the Apex Committee in the RM Organization structure comprising of key decision makers within the Organization. It is responsible for adopting and implementing the RM Framework across the Organization. They are charged with the responsibility of taking decisions to manage the risks and also report about various initiatives to the Board / Audit Committee and other stakeholders on a regular basis. The Risk Management is also certified under ISO 31000:2009. Based on said ERM framework, the risks identified by the Company are reviewed by the executive team comprising of employees of the Company including the top management. Risk identification is a continual process and appropriate mitigation plans are deployed as required. All the risks are evaluated on the count of occurrence and impact. Based on the risk ranking, high risk areas are identified and presented to the Audit Committee. There are no elements of risk exist, which in the opinion of the Board may threaten the existence of the Company. 20. Particulars of Loans, Guarantees or Investments Your Company falls within the scope of the definition “infrastructure company” as provided by the Companies Act, 2013 (‘Act’). Accordingly, the Company is exempt from the provisions of Section 186 of the Act (except Section 186(1) of the Act) with regards to Loans, Guarantees and Investments. 21. Related Party Transactions
In line with the requirements of the Act, the Company has formulated a Policy on Related Party Transactions (Policy) at its Board Meeting held on March 26, 2015, to ensure due and proper compliance with the applicable provisions of the Act. The said policy also provides guidance for entering into transactions with related parties to ensure that a proper procedure is defined and followed for approval / ratification and reporting of transactions as applicable, between the Company and its Related Parties. During the year under review, all transactions entered into with related parties were approved by the Audit Committee. In view of the same, the requirement of giving particulars of contracts / arrangements made with related parties, in Form AOC-2 are not applicable for the year under review. Nevertheless, the Company has made disclosures of all related party transactions in notes of the Standalone audited financial statements for the FY 2019 – 20.
22. Corporate Social Responsibility The brief outline of the Corporate Social Responsibility (CSR) policy of the Company are set out in Annexure D and no initiatives was undertaken by the Company on CSR activities during the year under review in view of the losses (as per the calculation of net profit under Section 198 of the Companies Act, 2013) incurred which are set out in Annexure E of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014. Accordingly, the Committee has not met during the year under review. Presently, the Corporate Social Responsibility Committee consists of Mr. Banmali Agrawala, Chairman of the Committee, Mr. S. Santhanakrishnan and Mr. Sanjay Dutt, as its Members. The CSR policy is available on website of the Company i.e. www.tatarealty.in. 23. Extract of Annual Return As per the requirements of Section 92(3) of the Act and Rules framed thereunder, the extract of the annual return for FY 2019-20 is given in Annexure A in the prescribed Form No. MGT-9, which is a part of this report. The Annual Return shall also be placed on the website of the Company at www.tatarealty.in. 24. Particulars of Employees Disclosure pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed to the Report as Part A of Annexure G. The statement containing names of top ten employees in terms of remuneration drawn and the particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) and 5(3)
of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in Part B of Annexure G. In terms of proviso to Section 136(1) of the Act, the Report and Accounts are being sent to the shareholders excluding Part B of Annexure G. The said Statement is also open for inspection at the Registered Office of the Company. Any member interested in obtaining a copy of the same may write to the Company Secretary. None of the employees listed in the said Annexure are related to any Director of the Company. 25. Disclosure Requirements
The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively. 26. Deposits from Public
During the year under the review, the Company has not accepted any deposits from public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet. 27. Particulars of Energy Conservation, Technology Absorption and Foreign Exchange
Earnings and Outgo The particulars relating to the Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo as per Section 134(3)(m) of the Companies Act, 2013 read with the Rule 8(3) of the Companies (Accounts) Rules, 2014 are given in the “Annexure F” to this report. 28. Cost Auditors Your Board has appointed M/s. Kishore Bhatia & Associates, (Firm Registration No 00294), Practicing Cost Accountant having their address at 701/702, D-Wing, 7th Floor, Neelkanth Business Park, Nathani Road, Vidyavihar, Mumbai - 400086 as Cost Auditors of the Company for conducting cost audit for the FY 2019-20. A resolution seeking approval of the members for ratifying the remuneration payable to the Cost Auditors for FY 2020-21 is provided in the Notice to the ensuing Annual General Meeting. As required under Rule 8 of the Companies (Accounts) Rules, 2014, the Company confirms that it has prepared and maintained cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013 for the financial year ended March 31, 2020. 29. Details of significant and material orders passed by the Regulator or Courts or
Tribunals impacting the Going Concern Status and Company’s Operations in Future
During the year under review, there were no significant and material orders passed by any regulators or courts or tribunals impacting the going concern status and company’s operation in future. 30. Material changes and commitments, if any, affecting the financial position of the
Company which have occurred between the end of the financial year of the Company and to which the financial statements relate and the date of the report
Except as stated above, there are no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relates and the date of this report. 31. Disclosure under Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 (the Act) The Company has zero tolerance for sexual harassment at workplace and has adopted a policy on Prevention, Prohibition and Redressal of Sexual Harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed there under for Prevention and Redressal of complaints of Sexual Harassment at workplace. Prevention of Sexual Harassment Committee (POSH) (“Internal Complaints Committee”) is in place as per the policy and provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Committee has not received any complaints on alleged harassment, during the year under review. 32. Vigil Mechanism The Company has formulated a Vigil Mechanism Policy (“the Policy”), under Section 177 of the Companies Act, 2013, with a view to provide a mechanism for employees and Directors of the Company to approach the Ethics Counsellor to ensure adequate safeguards against victimisation. This policy is also placed on the website of the Company at www.tatarealty.in and would help to create an environment where individuals feel free and secure to raise an alarm where they see a problem. It will also ensure that complainant(s) are protected from retribution, whether within or outside the organization and makes provision for direct access to the chairperson of the Audit Committee in appropriate or exceptional cases. We confirm that during the financial year 2019-2020, no employee of the Company was denied access to the Audit Committee. Further, Whistle-blower complaints are dealt with by a due process of fully investigating the issues and appropriate action being taken based on the enquiry. The Board believes that there is no material impact of any such open matter on March 31, 2020, in the financial statements of the company.”
33. Acknowledgement The Directors thank the Company’s employees, customers, vendors, investors and academic partners for their continuous support. The Directors also thank the Government of India, Governments of various states in India, Governments of various countries and concerned Government departments and agencies for their co-operation. By order of the Board of Directors For Tata Realty and Infrastructure Limited
Banmali Agrawala Chairman DIN: 00120029 Date: July 06, 2020 Place: Mumbai Encl: Annexure A – Extract of Annual Return (MGT-9) Annexure B – (a.) Remuneration Policy- Directors, KMP and other employees (b.) Advisory note NED remuneration Annexure C – Secretarial Audit Report (MR-3) Annexure D – CSR Policy Annexure E - Annual Report on CSR Annexure F – Conservation of Energy, Technology Absorption, Foreign Exchange Earnings & Outgo Annexure G - Details of Remuneration of Directors, Employees and comparatives
12. TRIL IT4 Private Limited (Formerly known as Albrecht Builder Private Limited) * E Block, Voltas Premises, T B Kadam Marg, Chinchpokli, Mumbai – 400033
Toll Plaza Patas, KM 65, NH-9, Village - Patas, Taluka- Daund, Pune - 412219
26. International Infrabuild Private Limited Sector-10, Near Rithala Metro Station, Rohini New Delhi North West DL 110085 IN
U70102DL2015PTC287497 Subsidiary 26 2(87)(i)
27. Pune IT City Metro Rail Limited* Vikram Monarch, 9th floor CTS. 1115/A, Ganeshkhind Road, Shivaji Nagar, Pune - 411016
U45100PN2019PLC182766 Subsidiary 74 2(87)(ii)
*The above details includes percentage (%) of voting power held directly and indirectly through it’s subsidiary(s) by the Company. Note: Relationship of Subsidiary has been considered on basis of the voting power held in each of the above entities as per provisions of Companies Act, 2013. However, as per Indian Accounting Standard, some of the entities may be considered as the Joint Ventures.
IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)
i) Category-wise Share Holding
Category of Shareholders
No. of Shares held at the beginning of the year i.e. 1st April, 2019
No. of Shares held at the end of the year i.e. 31st March, 2020
Shareholding at the beginning of the year i.e. 1st April, 2019
Shareholding at the end of the year i.e. 31st March, 2020
% change in shareholding during the year
No of shares % of total shares of the company
% of shares pledged/ encumbered to total shares
No of shares % of total shares of the company
% of shares pledged/ encumbered to total shares
1 Tata Sons Limited (Equity share)
101,73,07,686 100
NIL 101,73,07,686 100
NIL NIL
2 Tata Sons Limited j/w Six Nominees (Equity share)
6 NIL 6 NIL NIL
Total 101,73,07,692 100 NIL 101,73,07,692 100 NIL NIL
iii) Change in Promoter’s Shareholding (please specify, if there is no change)
Sr. No
Particulars Shareholding at the beginning of the year i.e. 1st April, 2019
Cumulative Shareholding during the year i.e. 31st March, 2020
No of shares % of the shares of the company
No of shares % of the shares of the company
At the beginning of the year - - - - Date wise increase/decrease in
Promoters shareholding during the year specifying the reasons for increase/decrease (eg: allotment/ transfer/ bonus/ sweat equity):
No change No change
At the end of the year - - - -
iv) Shareholding Pattern of top ten shareholders (other than Directors, Promoters, and Holders of GDRs and ADRs):
Sr. No
For each of the Top 10 Shareholders
Shareholding at the beginning of the year i.e. 1st April, 2019
Cumulative Shareholding during the year i.e. 31st March, 2020
No of shares % of total shares of the company
No of shares % of total shares of the company
At the beginning of the year
NIL NIL NIL NIL
Date wise increase/decrease in Promoters shareholding during the year specifying the reasons for increase/decrease (eg: allotment/ transfer/bonus/sweat equity):
NIL NIL NIL NIL
At the end of the year (or on the date of separation, if separated during the year)
NIL NIL NIL NIL
v) Shareholding of Directors and Key Managerial Personnel:
Sr. No
For each of the Directors and KMP
Shareholding at the beginning of the year i.e. 1st April, 2019
Cumulative Shareholding during the year i.e. 31st March, 2020
No. of shares
% of total shares of the company
No. of shares % of total shares of the company
At the beginning of the year
NIL NIL NIL NIL
Date wise increase/decrease in Promoters shareholding during the year specifying the reasons for increase/decrease (eg: allotment/ transfer/bonus/sweat equity):
NIL NIL NIL NIL
At the end of the year
NIL NIL NIL NIL
V. INDEBTEDNESS-
Indebtedness of the Company including interest outstanding/accrued but not due for payment: (Rs. in Lakhs)
Secured Loans
excluding deposits
Unsecured Loans Deposits Total
Indebtedness
Indebtedness at the beginning of the year
i) Principal Amount - 2,77,123.86
- 2,77,123.86
ii) Interest due but not paid
- - - -
iii)Interest accrued but not due *
- 19,157.32
- 19,157.32
Total (i+ii+iii) 2,96,281.18
2,96,281.18 Change in indebtedness during the financial year
i) Addition - 5,58,782.53
- 5,58,782.53
ii)Reduction - 5,61,190.00
- 5,61,190.00
iii)Interest accrued but not due(addition)
- 3,782.88
- 3,782.88
Net Change - 11,23,755.41
- 11,23,755.41
Indebtedness at the end of the financial year
i) Principal Amount - 2,74,716.39
- 2,74,716.39
ii) Interest due but not paid
- - - -
iii)Interest accrued but not due
- 22,940.20
- 22,940.20
Total (i+ii+iii) - 2,97,656.59 -
2,97,656.59
VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
A. Remuneration of Managing Director, Whole-time Director and/or Manager -
Sr. No.
Particular of Remuneration Name of MD/WTD/Manager Total Amount (in Rs.) Mr. Sanjay Dutt (MD & CEO)
Gross Salary a) Salary as per provisions contained in section 17(1) of the Income tax Act, 1961 b) Value of perquisites u/s 17(2) of the Income tax Act, 1961 c) Profits in lieu of salary u/s 17(3) of the Income tax Act, 1961
1,79,14,416
NIL
NIL
1,79,14,416
NIL
NIL Stock Option 0 0
Sweat Equity 0 0
Commission - as % of profit - other, specify (performance linked incentive)
-
1,07,91,078
-
1,07,91,078
Total (A) 2,87,05,494 2,87,05,494
Ceiling as per Act (Schedule V) NA NA
B. Remuneration to Key Managerial Personnel other than MD/WTD/Manager
Sr. No.
Particular of Remuneration
Mr. Sanjay Sharma (Chief Financial
Officer)
Mr. Vinay Gaokar (Company Secretary)
Ceased w.e.f. December 01, 2019
Mr. Sudhakar Shetty (Company Secretary)
Appointed w.e.f. December 01, 2019
1
Gross Salary
a) Salary as per provisions contained in section 17(1) of the Income tax Act, 1961
2,16,61,008 45,85,920 12,33,514
b) Value of perquisites u/s 17(2) of the Income tax Act, 1961
- - -
c) Profits in lieu of salary u/s 17(3) of the Income tax Act, 1961
6,41,667 29,49,251 -
2 Stock Option - - -
3 Sweat Equity - - -
4 Commission - - -
- as % of profit - - -
5 - other specify (performance incentive)
48,26,195 22,02,732 1,01,760
Total 2,71,28,870 97,37,903 13,35,274
C. Remuneration to other directors:
Sr. No. Particular of Remuneration Name of Directors Total
Amount
1 Independent Directors Mr. Santhanakrishnan Sankaran Ms. Neera Saggi
i) Fee for attending Board/Committee meetings 15,00,000 16,00,000 - 31,00,000
REMUNERATION POLICY FOR DIRECTORS, KEY MANAGERIAL PERSONNEL AND OTHER EMPLOYEES
The philosophy for remuneration of directors, Key Managerial Personnel (“KMP”) and all other employees of Tata Realty and Infrastructure Limited (“Company”) is based on the commitment of fostering a culture of leadership with trust. The remuneration policy is aligned to this philosophy. This remuneration policy has been prepared pursuant to the provisions of Section 178(3) of the Companies Act, 2013 (“Act”) and Clause 49(IV)(B)(1) of the Equity Listing Agreement (“Listing Agreement”). In case of any inconsistency between the provisions of law and this remuneration policy, the provisions of the law shall prevail and the company shall abide by the applicable law. While formulating this policy, the Nomination and Remuneration Committee (“NRC”) has considered the factors laid down under Section 178(4) of the Act, which are as under: “(a) the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate directors of the quality required to run the company successfully; (b) relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and (c) remuneration to directors, key managerial personnel and senior management involves a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the company and its goals” Key principles governing this remuneration policy are as follows: • Remuneration for independent directors and non-independent non-executive
directors
o Independent directors (“ID”) and non-independent non-executive directors (“NED”) may be paid sitting fees (for attending the meetings of the Board and of committees of which they may be members) and commission within regulatory limits. o Within the parameters prescribed by law, the payment of sitting fees and commission will be recommended by the NRC and approved by the Board.
o Overall remuneration (sitting fees and commission) should be reasonable and sufficient to attract, retain and motivate directors aligned to the requirements of the company (taking into consideration the challenges faced by the company and its future growth imperatives). o Overall remuneration should be reflective of size of the company, complexity of the sector/ industry/ company’s operations and the company’s capacity to pay the remuneration. o Overall remuneration practices should be consistent with recognized best practices. o Quantum of sitting fees may be subject to review on a periodic basis, as required. o The aggregate commission payable to all the NEDs and IDs will be recommended by the NRC to the Board based on company performance, profits, return to investors, shareholder value creation and any other significant qualitative parameters as may be decided by the Board. o The NRC will recommend to the Board the quantum of commission for each director based upon the outcome of the evaluation process which is driven by various factors including attendance and time spent in the Board and committee meetings, individual contributions at the meetings and contributions made by directors other than in meetings. o In addition to the sitting fees and commission, the company may pay to any director such fair and reasonable expenditure, as may have been incurred by the director while performing his/ her role as a director of the company. This could include reasonable expenditure incurred by the director for attending Board/ Board committee meetings, general meetings, court convened meetings, meetings with shareholders/ creditors/ management, site visits, induction and training (organized by the company for directors) and in obtaining professional advice from independent advisors in the furtherance of his/ her duties as a director. • Remuneration for managing director (“MD”)/ executive directors (“ED”)/
KMP/ rest of the employees1
o The extent of overall remuneration should be sufficient to attract and retain talented and qualified individuals suitable for every role. Hence remuneration should be:
Market competitive (market for every role is defined as companies from which the
company attracts talent or companies to which the company loses talent) Driven by the role played by the individual,
Reflective of size of the company, complexity of the sector/ industry/ company’s
operations and the company’s capacity to pay, 1Excludes employees covered by any long term settlements or specific term contracts. The remuneration for these employees would be driven by the respective long term settlements or contracts. Consistent with recognized best practices and Aligned to any regulatory requirements.
o In terms of remuneration mix or composition, The remuneration mix for the MD/ EDs is as per the contract approved by the
shareholders. In case of any change, the same would require the approval of the shareholders.
Basic/ fixed salary is provided to all employees to ensure that there is a steady income
in line with their skills and experience. In addition to the basic/ fixed salary, the company provides employees with certain
perquisites, allowances and benefits to enable a certain level of lifestyle and to offer scope for savings and tax optimization, where possible. The company also provides all employees with a social security net (subject to limits) by covering medical expenses and hospitalization through re-imbursements or insurance cover and accidental death and dismemberment through personal accident insurance.
The company provides retirement benefits as applicable.
[In addition to the basic/ fixed salary, benefits, perquisites and allowances as provided
above, the company provides MD/ EDs such remuneration by way of commission, calculated with reference to the net profits of the company in a particular financial year, as may be determined by the Board, subject to the overall ceilings stipulated in Section 197 of the Act. The specific amount payable to the MD/ EDs would be based on performance as evaluated by the Board or the NRC and approved by the Board.]2
2 To be retained if Commission is provided to MD/ EDs [In addition to the basic/ fixed salary, benefits, perquisites and allowances as provided
above, the company provides MD/ EDs such remuneration by way of an annual incentive remuneration/ performance linked bonus subject to the achievement of certain performance criteria and such other parameters as may be considered appropriate from time to time by the Board. An indicative list of
factors that may be considered for determination of the extent of this component are:
Company performance on certain defined qualitative and quantitative parameters as may be decided by the Board from time to time,
Industry benchmarks of remuneration, Performance of the individual.]3
3 To be retained only if Commission is not provided to MD/ EDs The company provides the rest of the employees a performance linked bonus. The
performance linked bonus would be driven by the outcome of the performance appraisal process and the performance of the company.
• Remuneration payable to Director for services rendered in other capacity The remuneration payable to the Directors shall be inclusive of any remuneration payable for services rendered by such director in any other capacity unless: a) The services rendered are of a professional nature; and b) The NRC is of the opinion that the director possesses requisite qualification for the practice of the profession. • Policy implementation The NRC is responsible for recommending the remuneration policy to the Board. The Board is responsible for approving and overseeing implementation of the remuneration policy.
For Tata Realty and Infrastructure Limited
Managing Director & CEO For Tata Realty and Infrastructure Limited
Payment of sitting fees and commission for Non-Executive Directors
1. Introduction
This document (“Advisory Note”) serves as an advisory for payment of sitting fees and commission to directors based on current and emerging best practices from both within and outside Tata companies1. The document has been written from an Indian perspective and prepared keeping in view the provisions of the Companies Act, 2013 (“Act”) and the corporate governance requirements as prescribed by Securities and Exchange Board of India (“SEBI”) under Clause 49 of the Equity Listing Agreement (“Clause 49”). In case of any inconsistency between the provisions of law and this Advisory Note, the provisions of the law shall prevail and the company shall abide by the applicable law. In case there are any changes in the law, companies will have to comply with the applicable amended provisions. 2. Principles The principles governing sitting fees and commission are as follows: • Overall remuneration (sitting fees and commission) should be reasonable and sufficient to
attract, retain and motivate directors aligned to the requirements of the company (taking into consideration the challenges faced by the company and its future growth imperatives).
• Overall remuneration should be reflective of size of the company, complexity of the sector/ industry/ company’s operations and the company’s capacity to pay.
• Overall remuneration practices should be consistent with recognized best practices.
• The extent of remuneration should be as per the prescribed law.
• Quantum of sitting fees may be subject to review on a periodic basis, as required.
• 1 For the purpose of this document, a “Tata company” shall mean Tata Sons Private Limited and every company of which Tata Sons Private Limited or Tata Industries Limited or any company promoted by Tata Sons Private Limited or Tata Industries Limited is the promoter or in which such companies whether singly or collectively hold directly or indirectly 26% or more of the paid up equity share capital or in which the shareholding of such companies represents the largest Indian holding apart from holdings of financial institutions/ mutual funds or a company which is permitted by Tata Sons Private Limited to use the Tata brand/ name.
3. Sitting Fees • The quantum of sitting fees payable per meeting is to be approved by the Board of directors
(“Board”), based on the recommendation of the Nomination and Remuneration Committee (“NRC”), and shall remain applicable unless modified in the future by the Board based on the recommendation of the NRC.
• As per the Rule 4 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, “A company may pay sitting fee to a director for attending meetings of the Board or committees thereof, of such per meeting of the Board or committee thereof:
Provided that for independent directors and women directors, the sitting fee shall not be less than the sitting fee payable to other directors.”
• While determining the quantum of sitting fees payable, the Board may consider the quantum of
such fees paid in the past and follow a staggered approach for increasing the quantum upto the prescribed limit.
• In case of Tata companies that currently and in the foreseeable future do not have adequate profits to pay commission (in the judgment of their respective Boards), it is suggested that quantum of sitting fees balance the need to attract the right caliber of directors and the company’s capacity to pay. The Board of such a company (supported by the NRC) may determine sitting fees such that the total annual remuneration payable to each director (eligible for sitting fees) amounts to at least Rupees six lakhs and does not exceed Rupees twelve lakhs. In case the Board (supported by the NRC) is of the view that the total annual remuneration payable to each director must exceed Rupees twelve lakhs, the matter would be referred to the NRC of the parent/ holding company for consideration/ approval. The range of annual remuneration provided herein are subject to review at least once in every 3 years by the Board (supported by the NRC).
• However, it is recommended that the per meeting sitting fees payable to current employees of
Tata companies who are non-executive directors (“NED”) other than woman directors on Boards of Indian Tata companies not exceed Rs.20,000.
• Sitting fees may vary for Board meetings and various committee meetings. Same amount of
sitting fees per meeting may be considered for Board meetings, Audit Committee meetings and NRC meetings.
• The Board and committees should meet as often as it is necessary in the best interest of the
company. Normally, we have observed that the frequency of meetings are typically as follows:
o Board meetings: 4-8 in a year o Audit Committee: 6-8 in a year o Nomination and Remuneration Committee: 3-4 in a year o Committee of the Board: 6-8 in a year o Other Committees: 1-3 in a year
However, it is the Board/ committee’s discretion to have more frequent meetings, if so required. • If any Board / committee meeting is held solely for approving a procedural matter, the directors
present may, at their entire discretion, resolve not to take any sitting fee for that meeting. 4. Commission • The payment and computation of commission will be governed by guidelines issued in the past
in this regard
For Tata Realty and Infrastructure Limited Managing Director & CEO For Tata Realty and Infrastructure Limited
Corporate Social Responsibility Policy Annexure “D”
Preamble: The term “Corporate Social Responsibility” (CSR) has gained much importance in the recent days due to many reasons like regulatory impositions, increasing social awareness of the corporates, changing attitude of the corporate world to make society a part of its environment etc. TATA REALTY AND INFRASTRUCTURE LIMITED (“Company”) possess a comprehensive view and the term ‘CSR’ is not merely restricted to allocation of funds for social activities; but further extends in returning the society what it has taken it from as well as develop the healthy and sustainable relationship between TRIL and all the components of the society with which it is dealing directly or indirectly. Introduction: The Company and its subsidiaries have a wide geographical stretch throughout the nation likely to say from Amritsar to Chennai. The Company voluntarily initiates numerous CSR activities during its recent past, even before formal introduction of regulations on CSR:
Highlights:
i. Road Safety awareness programs and free health check-ups at project site ii. Tree Plantation with school children- a drive to nurture nature by contributing to the
vegetation in and around the project site by empowering our future generation to take astride in enriching the green environment.
iii. Tree-plantation initiative to conserve the environment by developing awareness and ownership amongst the society and enriching the society to achieve sustainable growth of both society and environment.
iv. Nature Conservation Initiative in association with Bombay Natural History Society to reduce the carbon footprint & increase the green handprint, Water conservation and prevention of soil erosion by building bunds across streams in the reserve.
v. Organizing blood donation camps at project sites vi. Installation of water purification plants at schools near project sites etc.
Objectives: The Company recognizes its responsibility towards the society and contributes significantly towards the betterment of the local communities it serves. The Company shall timely ensure appropriate utilization of contribution viz financial and human resources to the benefit of the community at large. In the light of the above various efforts have been made by the company to make a difference.
Composition of the CSR Committee: The Committee shall constitute minimum three directors of which atleast one director shall be an Independent Director from the Board of the Company. Mandate of the Corporate Social Responsibility Committee: As per the Companies Act, 2013:
i. Formulate and recommend to the Board, a Corporate Social Responsibility Policy which shall indicate the activities to be undertaken by the Company;
ii. Recommend the amount of expenditure to be incurred on the activities;
iii. Monitor the CSR Policy of the Company from time to time;
Additional mandate to be adopted by Board of Tata Companies:
i. Oversee the company’s conduct with regard to its corporate and societal obligations and its reputation as a responsible corporate citizen;
ii. Oversee activities impacting the quality of life of various stakeholders;
iii. Monitor the CSR Policy and expenditure of the material subsidiaries Recommended sectors for CSR activities:
i. Eradicating hunger, poverty and malnutrition, promoting preventive health care and sanitization and making available safe drinking water;
ii. Promoting education, including special education and employment enhancing vocational
skills especially among children, women, elderly and the differently abled and livelihood enhancement projects;
iii. Promoting gender equality, empowering women, setting homes and hostels for women and
orphans, setting up old age homes, day care centers and such other facilities for senior citizens and measures for reducing inequalities faced by socially and economically backward groups;
iv. Ensuing environmental sustainability, ecological balance, protection of flora and fauna, animal welfare, agroforestry, conservation of natural resources and maintaining quality of soil, air and water;
v. Protection of natural heritage, art and culture, including restoration of buildings and sites of
historical importance and works of art, setting up public libraries, promotion and development of traditional arts and handicrafts;
vi. Measures for the benefits of armed forces veterans, war widows and their dependents;
vii. Training to promote rural sports, nationally recognized sports, Paralympic sports and Olympic sports;
viii. Contribution to the Prime Ministers’ National Relief Fund or any other fund set up by Central
Government for socio-economic development and relief and welfare of Scheduled Castes, the Scheduled Tribes, other backward classes, minorities and women;
ix. Contributions or funds provided to technology incubators located within academic institutions
which are approved by the Central Government;
x. Rural Development Projects.
Scope of activities covered: The scope of activities of the Company will not only restrict to providing funds for promoting aforementioned activities, but also in creating opportunities for the locals and others which will make them independent and capable of raising their livelihood. Implementation Procedure: CSR Schedule: The Company shall during the financial year i.e. any time between 1st April to 31st March every year, carry out its above listed CSR activities. The CSR Committee shall, from time to time, decide on the schedule. Source of funds: The funds required for utilization on CSR activities shall be allocated out of the profits of the Company. The Company shall spend on CSR activities an amount of at least two percent of the
average net profits, made during the preceding three financial years. The average net profit shall be reckoned in accordance with the provisions of Section 198 of the Companies Act, 2013. However, in the absence of any profits, the Company may still volunteer to undertake/spend on CSR activities. Implementation and Selection of activities: The Company shall implement the CSR activities either on its own or by contributing in form of donation to a registered trust / society. The Committee may from time to time recommend selecting and implementing any of the CSR activities enumerated above and to encourage employees’ to voluntarily participate in such activities toward society’s betterment and overall well being. Monitoring and Reporting: The Committee may from time to time monitor proper implementation of its CSR activities, either by itself or through appointed authorized representative or by appointing independent agency or as deemed fit. The concerned person shall supervise and submit a report, containing details on implementation of the CSR activities, to the CSR Committee of the Board. For Tata Realty and Infrastructure Limited
FORMAT FOR THE ANNUAL REPORT ON CSR ACTIVITIES TO BE INCLUDED IN THE BOARD’S REPORT
1. A brief outline of the Company’s CSR policy, including overview of projects or programs
proposed to be undertaken and a reference to the web-link to the CSR policy and projects or programs:
The CSR policy outlines the objectives, composition of the Committee, CSR scope, activity schedule, monitoring and reporting methods. The CSR policy can be viewed on the web-site of the Company www.tatarealty.in 2. The Composition of the CSR Committee: During the year under review, there has been no change in composition of Committee. The CSR Committee comprised of Mr. Banmali Agrawala, Chairman, Mr. S. Santhanakrishnan and Mr. Sanjay Dutt, as its Members. 3. Average net profit of the Company for the last three financial years: Not applicable, as Company have incurred losses (based on calculations made as per Section 198 of the Companies Act, 2013) in last three financial years. 4. Prescribed CSR Expenditure (two percent of the amount as in item 3 above): The Company was not required to spend mandatory 2% CSR expenditure for the year ended March 31, 2020, due to reasons mentioned in item 3 above.
5. Details of CSR spent during the financial year:
a) Total amount to be spent for the financial year: Not Applicable; b) Amount unspent, if any: Not Applicable; and
c) Manner in which the amount spent during the financial year is detailed below:
(1) (2) (3) (4) (5) (6) (7) (8)
Sr. No.
CSR project or activity identified
Sector in which the project is covered
Projects or programs (1) Local area or other (2) Specify the State and district where projects or programs was undertaken
Amount outlay (budget) project or programs wise
Amount spent on the projects or programe Subheads: (1) (Direct expenditure on projects or programs) (2) Overheads
Cumulative expenditure upto the reporting period
Amount spent: Direct or through impleme-nting agency
Not Applicable
6. In case the company has failed to spend the two percent, of the average net profit of
the last three financial years or any part thereof, the company shall provide the reasons for not spending the amount in its Board Report:
Not applicable, as Company have incurred losses (based on calculations made as per Section 198 of the Companies Act, 2013) in last three financial years.
7. A responsibility statement of the CSR Committee that the implementation and monitoring of CSR Policy, is in compliance with CSR objectives and Policy of the Company:
The Company was not required to implement, monitor and report any CSR activities, during the year under review.
For Tata Realty and Infrastructure Limited
Banmali Agrawala Chairman of Board & CSR Committee DIN: 00120029
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO: The particulars relating to the Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo as per Section 134(3)(m) of the Companies Act, 2013 read with the Rule 8(3) of the Companies (Accounts) Rules, 2014 are as under:
A. Conservation of Energy
Considering the nature of activities undertaken by the Company, the Company has taken certain feasible initiatives/steps towards sustainability, which include initiatives which has impact on energy conservation.
Steps taken or Impact on Conservation of Energy
Sustainability is an integral part of the Company’s business philosophy. The Board of Directors of the Company has urged its stakeholders for undertaking appropriate steps for conservation of energy. The Company has always endeavor to undertake appropriate steps for conservation of energy. In this regard, the Company has taken the following steps in the project:
a. Energy metering: Energy meters for external lighting, municipal water pumping, grey water pumping (for flushing) and water pumping for landscaping;
b. Installation of energy efficient equipment: Minimum 60% efficiency for pumps greater than 3HP and ISI rated pumps for others, minimum 75% efficiency for motors greater than 3HP and ISI rated motors for others, elevators operating with intelligent group controls and water level controllers;
c. Electric Charging Facility for Vehicles: Electric Charging Facility shall be provided for 5 % of total parking;
d. Use of maximum daylight: Use of maximum Day light in Apartments and common areas by providing glazed windows facing South /North Direction;
e. Use of natural ventilation: Use of natural ventilation in Apartments and common areas by providing big size windows facing South /North Direction;
f. Energy efficient light fixtures: Use of Energy efficient fixtures like LED, T5 having low power consumptions;
g. Low loss transformers: Use of Level 2 Transformers which have low / no load and full load losses;
h. Energy efficient air conditioning: Use of 5 star rated AC having low power consumption; i. Lighting Automation: Use of timers and other energy saving devices for common area
lights, in case of day time it will switch off through automation; and
j. Home automation: Home Automation is done to reduce ideal mode power consumptions of lights, fans, AC and other electrical devices.
Steps taken by the Company for utilizing alternate sources of Energy
a. Employee awareness: The Company has in its day to day working environment have urged its employees for usage of electronic gadgets which saves energy, encouraging carpooling, make them aware about water conservation, climate change, waste management and energy conservation with a view to encourage water and energy conservation.
b. Use of Solar Powered Lights in common areas and landscape to reduce power demand of project.
c. At Corporate Office, Company switch off 50% AC plant during lunch for one hour. The Company has also kept water taps on low force setting to save water and used signage’s to minimize use of paper and water in washrooms. Further, Lights are switched off in pockets beyond 6.30 pm as staff leaves. Waste bottled water is being used for cleaning and plants.
Capital investment on energy conservation equipment’s;
During the year under review, the Company has not undertaken any capital investment on energy conservation equipment.
B. Technology Absorption
(i) Efforts made towards technology absorption:
The Company endeavors to undertake alternatives for technology absorption. However, during the FY 2019-20, the Company has not undertaken activities relating to technology absorption.
(ii) Benefits derived like product improvement, cost reduction, product development or import substitution:
The Company has not undertaken new technology implementation during the FY 2019-20.
(iii) Imported technology (imported during the last three years reckoned from the beginning of the financial year)-
The Company has not imported any technology during the last three years immediately preceding the FY 2019-20.
(iv) Expenditure incurred on Research and Development.
The Company has not incurred any expense on Research and Development during the FY 2019-20
C. Foreign Exchange Earnings and outgo Disclosure of information relating to Foreign Exchange earnings and outgo as required is already given in Notes, which forms part of the audited financial statements for the year ended March 31, 2020. By order of the Board For Tata Realty and Infrastructure Limited
a- The ratio of the remuneration of each director to the median remuneration of the employees of the Company for the financial year:
Sr. No.
Name of Director Ratio of Director’s remuneration to the median remuneration of the employees of the Company for the financial year
1 Mr. Banmali Agrawala* NA
2 Mr. Sanjay Dutt, Managing Director and CEO 1:6.5
3 Mr. Farokh Subedar* NA
4 Mr. Santhanakrishnan Sankaran* NA
5 Ms. Neera Saggi* NA
6 Mr. Rajiv Sabharwal* NA
* Not Applicable, as only sitting fees being paid
b- The percentage increase in remuneration of each director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the financial year:
Sr. No.
Name of Director and Key Managerial Personnel Percentage (%) increase in remuneration in the financial
year 1 Mr. Banmali Agrawala*
NA
2 Mr. Sanjay Dutt, Managing Director and CEO 7% on Total Remuneration
3 Mr. Farokh Subedar* NA
4 Mr. Santhanakrishnan Sankaran* NA
5 Ms. Neera Saggi* NA
6 Mr. Rajiv Sabharwal* NA
7 Mr. Sanjat Sharma, Chief Financial Officer 4% on Total Remuneration
8 Mr. Vinay Gaokar, Company Secretary 7% on Total Remuneration 9 Mr. Sudhakar Shetty, Company Secretary** NA
*Not Applicable, as only sitting fees being paid **Not Applicable, as appointed during the current FY w.e.f. December 01, 2019
c- The median remuneration of employees of the Company during the financial year 2019-20 was INR 49,69,937
annual salary & The percentage increase in the median remuneration of employees in the financial year: 7.3% d- The number of permanent employees on the rolls of company: 119 e- Average percentile increase in the salaries of employees other than the managerial personnel was 7.5%; f- Average increase in remuneration of Managers (defined as MD and ED on the board of the Company) was
5%. Reason:– Basis Performance Result of the Company.
g- It is affirmed that the remuneration is as per the ‘Remuneration Policy for Directors, Key Managerial Personnel and other employees, approved by the Board. For the purposes of the above.- (i) the expression “median” means the numerical value separating the higher half of a population from
the lower half and the median of a finite list of numbers may be found by arranging all the observations from lowest value to highest value and picking the middle one.
(ii) if there is an even number of observations, the median shall be the average of the two middle values. By order of the Board For Tata Realty and Infrastructure Limited
We have audited the accompanying standalone financial statements of Tata Realty and Infrastructure Limited ("the Company"), which comprise the Balance Sheet as at 31 March 2020, and the Statement of Profit and Loss (including Other Comprehensive Income), the Statement of Cash Flows and the Statement of Changes in Equity for the year then ended, and 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 financial statements give the information required by the Companies Act, 2013 (" the Act") in the manner so required and give a true and fair view in conformity with the Indian Accountin~~ Standards prescribed under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended, (" Ind AS") and other accounting principles generally accepted in India, of the state of affairs of the Company as at 31 March 2020, and its loss, tota l comprehensive loss, 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 financia l statements in accordance with the Standards on Auditing specified under section 143(10) of the Act (SAs). Our responsi bilities under those Standards are further described in the Auditor's Responsibility for the Audit of the Standalone 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 Ind ia (ICAI) together with the ethical requirements that are relevant to our audit of the standalone financial statements under the provisions of the Act and the Rules made thereunder, and we have fulfilled our other ethica l responsibilities in accordance with these requirements and the !CAi's Code of Ethics. We believe that the audit evidence obtained by us is sufficient and appropriate to provide a basis for our audit opinion on the standalone financial statements.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the standalone financial statements of the current period. These matters were addressed in the confex t of our audit of the standalone financial statements as a whole, and in forming our opinion thereon, and we do not provide a sepa rate opinion on these matters. We have determined 1the matters described below to be the key audit matters to be communicated in our report.
Regd. Office: Indiabulls Finance Centre, Tower 3, 27th.32nc1 Floor, Senapatl Bapat Marg, Elphinstone Road (West), Mumbai - 400013, Maharashtra, India.
Deloitte Haskins & Sells LLP
Sr. No. 1
Key Audit Matter Auditor's Response The determination of the fair value We assessed the Company's process for of investments requires significant the valuation of non-current judgement, due to various intricate investments carried at Fair Value. assumptions I estimates such as Our audit approach consisted testing of market rent levels, toll revenues, the design and operating effectiveness expenditure to be incurred, vacancy of the internal controls and substantive factors, prevailing market yields testing as follows: and market transactions, caslh flows • Evaluated the design of the internal as wel l as impact due to COVID 19. controls relating to the valuation of
As at 31 March 2020, the Company had investments in various subsidiaries and joint ventures which have been accounted for at fair value amounting to Rs. 4231,81.34 lakhs (Refer note 5 and 2(f) to the financial statements).
The valuation of unquoted investments is considered to be a key audit matter as this amount
non-current investments at Fair Value.
• Tested the operating effectiveness of controls for the review of assumptions and estimates used in evaluation of inputs for the purpose of fair valuation . We carried out a combination of procedures involving enquiry and observation, and inspection of evidence in respect of operation of these controls.
represents a very significant portion Principal aud it procedures performed: of the total assets of the Company included in the standalone financial statements, combined with the • competence of management's expert and the level of judgement exercised for determining the fair values.
•
•
Assessed the management's maker / checker controls over preparation of the discounted cash flow model for the valuation of investments and controls over management's analysis of the variances in values in comparison with previous year. Ascertained whether the fair value of investments has been determined by external, independent valuer, having appropriate recognised professional qualifications and recent experience in the location and category of the property underlying the investments being valued based on information and explanations provided by the management. We assessed their competence, independence and integrity. The audit team included Fair Value Specialists for reviewing the assumptions of WACC, capitalisation rate and market rent levels, attended meetings with the management team and the valuation experts appointed by the Company's management to understand the methodology applied, the main assumptions underlying their valuations and more particularlv amonqst other
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inputs, WACC, capitalisation rate, market rental levels, toll road traffic growth/ decline, vacancy factor, impact due to COVID 19.
• Documented the understanding from the meetings for the basis on which WACC rate were determined
• Checked the arithmetic accuracy of the cash flow models.
• Performed procedures to reconcile the valuations concluded by the management expert and the recognition done by the management in the financial statements.
• Performed analytical procedures by comparing assumptions and fair values on a year-on-year basis and obtained reasons for the variations.
Information Other than the Financial Statements and Auditor's Report Thereon
• The Company's Board of Directors is responsible for the other information. The other information comprises the information included in the Board of Directors report, but does not include the standalone financial statements and our auditor's report thereon.
• Our opinion on the standalone 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 financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the standalone financial statements or our knowledge obtained during the course of our 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 .
Management's Responsibility for the Standalone 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 financial statements that give a true and fair view of the financial position, financial performance including other comprehensive loss, cash flows and changes in equity of the Company in accordance with the Ind AS and other accounting principlf:!S generally accepted in India. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding 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 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 financial statements that give a true and fair view cind are free from materia l misstatement, whether due to fraud or error.
Deloitte Haskins & Sells LLP In preparing the standalone 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 Responsibility for the Audit of the Standalone Financial Statements
Our objectives are to obtain reasonable assurance about whether the standalone 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 9uarantee 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 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 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 m isstatement 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 financial 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 system 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 the 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 standalone 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 financial statements, including the disclosures, and whether the standalone financial statements represent the underlying transactions and events in a manner that achieves fai r presentation .
Materiality is the magnitude of misstatements in the standalone financial statements that, individually or in aggregate, makes it probable that the economic decisions of a
Deloitte Haskins & Sells LLP
reasonably knowledgeable user of the standalone financial statements may be influenced. We consider quantitative materiality and qualitative factors in (i) planning the scope of our audit work and in eva luating the results of our work; and (ii) to evaluate the effect of any identified misstatements in the standalone financial statements.
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 financial statements of the current period 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.
Report on Other Legal and Regulatory Requirements
1. 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 Other Comprehensive Loss, the Statement of Cash Flows 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 financial statements comply with the Ind AS specified under Section 133 of the Act .
e) On the basis of the written representations received from the directors as on 31 March 2020 taken on record by the Board of Directors, none of the directors is disqualified as on 31 March 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 and the operating effectiveness of such controls, refer to our separate Report in "Annexure A". Our report expresses an unmodified opinion on the adequacy and operating effectiveness of the Company's internal financial controls over financial reporting.
g) With respect to the other matters to be included in the Auditor's Report in accordance with the requirements of section 197(16) of the Act, as amended, in
Deloitte Haskins & Sells LLP
our opinion and to the best of our information and according to the explanations given to us, the remuneration paid by the Company to its directors during the year is in accordance with the provisions of section 197 of 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 financial statements; ii. The Company has made provision, as required under the applicable law or
accounting standards, for material foreseeable losses, if any, on longterm contracts including derivative contracts;
iii. There were no amounts whiieh were required to be transferred to the Investor Education and Protection Fund by the Company.
2. As required by the Companies (Audit or's Report) Order, 2016 ("the Order") issued by the Central Government in terms of Section 143(11) of the Act, we give in "Annexure B" a statement on the matters specified in paragraphs 3 and 4 of the Order.
Place: Mumbai Date: 6 July 2020
For Deloitte Haskins & Sells LLP Chartered Accountants
(Firm's Registration No. 117366W/W-100018)
Rajesh K. Hiranandani (Partner)
(Membership No. 36920)
UDIN: 20036920AAAACA1696
Deloitte Haskins & Sells LLP
ANNEXURE "A" TO THE INDEPENDEINT AUDITOR'S REPORT (Referred to in paragraph 1(g) under 'Report on Other Legal and Regulatory Requirements' section of our report of even date)
Report on the Internal Financial Controls Over Financial Reporting under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 ("the Act")
We have audited the internal financial controls over financial reporting of Tata Realty and Infrastructure Limited ("the Company") as of 31 March 2020 in conjunction wi th our audit of the standalone Ind AS financial statements of the Company for the year ended on that date.
Management's Responsibility for Internal Financial Controls
The Company's management is responsible for establish ing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essent ial 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 contro ls that were operating effectively for ensuring the ord1erly and efficient conduct of its business, including adherence to 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.
Auditor's Responsibility
Our responsibility is to express an opinion on the Company's internal financial controls over financial reporting of the Company 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") issued by the Institute of Chartered Accountants of India and the Standards on Auditing prescribed under Section 143(10) of the Companies Act, 2013, 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 reportinig was established and ma in tained and if such contro ls operated effectively in all material respects.
Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial control s 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 Controns Over Financial Reporting
A company's internal financial control over financial reporting is a process designed to provide reasonable assurance regardin9 the reliability of financial reporting and the preparation of financial statements for E~xternal 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
Deloitte Haskins & Sells LLP 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 Fin;ancial 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 dete!riorate.
Opinion
In our opinion, to the best of our information and according to the explanations given to us, 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 31 March 2020, based on the criteria for internal financial control over financia l reporting 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 .
Place: Mumbai Date: 6 July 2020
For Deloitte Haskins & Sells LLP Chartered Accountants
(Firm's Registration No. 117366W/W-100018)
Rajesh K. Hiranandani (Partner)
(Membership No. 36920)
UDIN: 20036920AAAACA1696
Deloitte Haskins & Sells LLP
ANNEXURE B TO THE INDEPENDENT AUDITOR'S REPORT (Referred to in paragraph 2 under ' Report on Other Legal and Regu latory Requirements' Section of our report of even date)
(i) (a) The Company has maintained proper records showing full particu lars, including quantitative details and situation of property, plant and equipment.
(b) The Company performs physical verification of its property, plant and equipment annually. In our opinion, the periodicity of physical verification is reasonable having regard to the size of the Company and the nature of its assets. According to the information and explanation given to us, no material discrepancies were noticed on such verification.
(c) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the title deeds of immovable properties, as disclosed in Note 4 to the standalone financial statements, are held in the name of the Company as at the balance sheet date.
(ii) As explained to us, the inventories were physically verified during the year by the Management at reasonable intervals and no material discrepa ncies were noticed on physical verification between physical stock and the books of accounts.
(i ii ) According to t he information and e>cp lanations given to us, the Company has granted unsecured loans to eleven companies covered in the register maintained under Section 189 of the Companies Act, 2013, in respect of which :
(a) The terms and conditions of the grant of such loans are, in our opinion, prima facie, not prejudicial to the Company's interest.
(b) According to the information and explanations given to us, in respect of four unsecured loans, interest along with principal is repayable on demand and seven unsecured loans are interest free and the principal is repayable on demand. The Company has not demanded an'y' loan during the year.
(c) There is no amount overdue for more than 90 days as at 30 March 2020.
(iv) In our opinion and according to the information and explanations given to us, the Company has complied with the provisions of Sections 185 and 186 of the Companies Act, 2013 in respect of grant of loans, making investments and providing guarantees and securities, as applicable.
(v) According to the information and explanations given to us, the Company has not accepted any deposit during the year as provided under Section 73 to 76 or any other relevant provisions of the Companies Act 2013. There are no unclaimed deposits any time during the year.
Deloitte Haskins & Sells LLP
(vi) We have broadly reviewed the cost records maintained by the Company pursuant to the Companies (Cost Records and Audit) Rules, 2014, as amended prescribed by the Central Government under sub-section (1) of Section 148 of the Companies Act, 2013, and are of the opinion that, prima facie, the prescribed cost records have been made and maintained. We have, however, not made a detailed examination of the cost records with a view to determine whether they are accurate or complete.
(vii)According to the information and explanations given to us, in respect of statutory dues:
(a) The Company has generally been regular in depositing undisputed statutory dues, including Income-tax, professional tax, provident fund, work contracts tax, labour cess, Goods & Services Tax, cess and other material statutory dues applicable to it to the appropriate authorities.
(b) There were no undisputed amounts payable in respect of Income-tax, professional tax, provident fund, work contracts tax, labour cess, Goods & Services Tax, cess and other material statutory dues in arrears as at 31 March 2020 for a period of more than six months from the date they became payable.
(c) Details of dues of Income-tax and Service Tax, which have not been deposited as on 31 March 2020 on account of disputes are given below :
Period to Name of Nature of Forum where dispute which the Amount Amount the Statute Dues is pending amount involved Unpaid
relates Income Tax
Income Tax Income Tax Appellate FY 2014-2015 4,43,65,426 4,43,65,426
Act, 1961 Tribunal - Mumbai
Finance Act, Commissioner of CGST Service Tax & Central Excise - FY 2010-2011 2,67,21,775 2,67,21,775
1994 Mumbai
Finance Act, Commissioner of CGST FY 2010-11 , FY Service Tax & Central Excise - 2011-12, FY 88,37,820 79,54,038 1994 Nagpur 2012-13
Finance Act, Kerala VAT Commissioner of CGST 2,00,10,000 2,00,10,000 1994 & Central Excise - Kechi FY 2014-2015
(viii) In our opinion and according to the information and explanations given to us, the Company has not defaulted in the repayment of loans or borrowings from financial institutions and dues to debenture holders during the year. The Company did not have any outstanding dues to banks and government.
Deloitte Haskins & Sells LLP (ix) The Company has not raised moneys by way of initial public offer or further public
offer (including debt instruments) or term loans and hence reporting under clause (ix) of the CARO 2016 Order is not applicable.
(x) To the best of our knowledge and according to the information and explanations given to us, no fraud by the Company and no material fraud on the Company by its officers or employees has been noticed or reported during the year.
(xi) In our opinion and according to the information and explanations given to us, the Company has paid / provided managerial remuneration in accordance with the requisite approvals mandated by the provisions of Section 197 read with Schedule V to the Companies Act, 2013.
(xii) The Company is not a Nidhi Company and hence reporting under clause (xii) of the CARO 2016 Order is not applicable.
(xiii) In our opinion and according to the information and explanations given to us the Company is in compliance with Section 177 and 188 of the Companies Act, 2013, where applicable, for all transactions with the related parties and the details of related party transactions have been disclosed in the standalone financial statements etc. as required by the applicable accounting standards.
(xiv) According to the information and explanation given to us, during the year the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures and hence reporting under clause (xiv) of CARO 2016 is not applicable to the Company.
(xv) In our opinion and according to the information and explanations given to us, during the year the Company has not entered into any non-cash transactions with its directors or directors of its holding, subsidiary or associate company or persons connected with them and hence provisions of Section 192 of the Companies Act, 2013 are not applicable.
(xvi) The Company is not required to be registered under Section 45-IA of the Reserve Bank of India Act, 1934.
Place: Mumbai Date: 6 July 2020
For Deloitte Haskins & Sells LLP Chartered Accountants
(Firm's Registration No. 117366W/ W- 100018)
Rajesh K. Hiranandani Partner
(Membership No. 36920) UDIN: 20036920AAAACA1696
Tata Realty and Infrastructure Limited Balance Sheet as at 31 March 2020 (Currency: Indian rupees in lakhs)
Particulars
ASSETS NON-CURRENT ASSETS
(a) Property, plant and equipment (PPE) (b) Intangible assets (c) Right to use an asset (d) Capital work-in-progress
(e) Financial assets (i) Investments (ii) Loans and advances (iii) Others
(f) Current lax assets (net) (g) Other non-current assets
TOTAL NON-CURRENT ASSETS
CURRENT ASSETS
(a) Inventories (b) Financial assets
(i) Investments (ii) Trade and other receivables (iii) Cash and cash equivalenls (iv) Other bank balances (v) Loans and advances (vi) Others financial assets
(i) Short·term borrowings (ii) Trade and other payables from Micro and Small Enterprises (iii) Trade and other payables other than MSME (iv) Other financial liabilities
(b) Other current liabilities
(c) Short term provisions TOTAL CURRENT LIABILmES
TOTAL EQUITY ANO LIABILITIES
Slgniflcan1 accounting policies Notes to the standalone Ind AS f inancial statemen1s
The accompanying notes 1 to 48 form an integral part of these standalone Ind AS financial statements.
As per our report of even date attached For Oeloitte Haskins & Sells LLP Chartered Accountants (Firm's Registrabon No. 117366W I W-100018)
~:__.:..c::::-~~~~
Rajesh K. Hiranandani Partner
Mumbai Dated : 06 July 2020
F. N. Sub4!dar Director DIN - 000<!8428
For and on behall of the Board of Direc1ors o f Ta1a Realty and Infrastructure Limi1ed GIN No. U70102MH2007PLC168300
~.:: Chief Financial Officer
Sanjay Dutt Managing Director DIN • 0525 t 670
~ Sudhakar Shetty Company Secretary Membership No: A13200
Mumbai Dated : 06 July 2020
Tata Realty and Infrastructure Limited Statement of Profit and Loss for. the year ended 31 March 2020 !Curren!a'.: Ind ian rueees in lakhs)
Note For the year For the year
Particulars No.
ended ended 31 March 2020 31 March 2019
Revenue from operations 23 t7 .584.54 14.493.29 Other income 24 14,966.08 12,753.95
Ill Total Income (I +II) 32,550.62 27,247.24
IV Expenses: Cost of sale of flats 25 t2.118.1 0 6.122.91 Employee benefits expense 26 5.469.96 5,585.39 Finance cosls 27 28,496.17 22,988.91 Depreciation and amortization expense 28 191.80 140.30 Loss on fair valuation of deriva11ve conlracls 29 440.00 Other expenses 30 6,441.84 3,883.25 Amounts written off during lhe year 31 5,414.38 Total Expenses 52,717.87 44,575.14
v (Loss) before Jax (lll·IV) (20, 167.25) (17,327.90) VI Tax expenses 32
Current Tax Deferred Tax charge (2,417.5 t) (1 ,298.87)
Total tax expenses (2,417.51) (1 ,298.87)
VII (Loss) for the year (V-VI) (22,584.76) (18,626.n) VIII Olher Comprehensive Income:
A. Items that will not be reclassified to profit or loss Remeasuremen1s ol defined benefit (asset) / liability (17.31) 52.65 Equity instruments fair valued through OCI 835.21 32,334.60 Income lax relating to items that will not be reclassified to pmfit or toss 21 (3.492.47) (3,516.56) B. Items that will not be reclassified to profit or loss
(2,674.57) 28,870.69 IX Total Comprehensive Income I (Loss) for the Year (Vll+Vlll) (25,259..33) 10,243.92
x Earnings per equity share (Face value of INR 10 each) 34 Basic (2..22) (1.83) Diluted (2.22) (1.83) • Diluted EPS for lhe year ended 31 March 2020 is ant1-dilutiYe hence nol considered
Significant accounting policies 1·3 Notes to the standalone Ind AS f inancial statements 4-48 The accompanying noles 1 to 48 form an integral part of these standalone Ind AS financial statements.
As per our report ol even date attached For Oeloitte Haskins & Sells LLP Chartered Accountants (Firm's Registration No. 117366W I W-100018
Rajesh K. Hlranandani Partner
Mumbai Dated : 06 July 2020
For and on behalf ol the Board of Directors of Tata Realty and Infrastructure Limited CIN No: U70 102MH2007PLC168300
\\~~Ir -Banmali Agra a Sanjay Dutt Chairman Managing Director DIN · 0012002 DIN· 05251670
Director Chief Financial Ollicer DIN • 00028428
~ Company Secretary Membership No: A13200
Mumbai Dated : 06 July 2020
Tata Realty and Infrastructure Limited Statement of Cash Flow for the year ended 31 March 2020 (Currency: Indian rupees in lakhs)
F0< tho yes li;(IOd For the year ended Partfculan
31 Mardl 2020 31 March 2019
A CASH FLOW FROM OPERATING ACTIVITIES loss before tax Adjustments for :
Depreciation and amortisarion expense (Gain) I Loss on safe of PPE (Gain) on sa.le of current inves1men1s (Gain) on fair valualK>n ol investments and dcnvalive inslruments ln1e1es1 Income Unwinding of call option p1em1um Finance costs Amounts written off' during the year Pro'llision tor credit inipalred Trade Receivables Provis'°'1 for impairment of inter corporate deposrts ProvlSion for employee bene11ts
Operating (loss) before working capital changes
Changes In working cap llaf (Increase) I Decrease in trade receivables Decrease in inventories Dec1ease Nl advances, other current assets and other norw;unent assets (Decrease) I Increase in trade payables. other fnanciaf iabifines ard othe• financial llablli1ies
Cash flows generated from operating activities Tax refurd I (paid) during 1he year (nel)
Net cash flows generated from operating activities
B CASH FLOW FROM INVESTMENT ACTIVITIES Payment fo1 purchase of Property, plant & equipment and mtangjble asset Proceeds on sale ol Prope•ly. plant & equipment Investment in Frxed deposits under lien with maturity less 1han 12 months (net) Investment in subsidianes and pint venture Compallles Proceeds from saJe ol invo.stments in subsdary companies Investment in mutuaJ fund Proceeds from saJe of mvesunents in mutuaJ fund lnte1-corporate deposit refunded Inter-corporals deposit given Interest Received
Net ca.sh nows used in Investing Activities
C CASH FLOW FROM FINANCING ACTIVITIES Rights Issue A~ication Money Received Proceeds from long-term borrowings Repayment ol long-lerm botroWings Proceeds lrom shorHerm borrawtngs Repayment ol ICD taken lrom related parties F11ance COSIS pajd
Net cash flows lrom Financing Activities
Net increase/ (decrease) in cash and ca.sh equivalents
Cash and cash equivalenlS al lhe beginning of lhe year
Cash a nd cash equi vafenls at the end o f year
Cash and bank balances at the end of the year comprise of:; Cash on Hand Balances with Bank Depos~ Accounts with fess than or equal lo 3 rnon1hs marunt,
Tot al Balance
Note:
191.80 (0.33)
(818.52) (6,737.53) (6,779.71)
(574.09) 28.496.17
306.00 516.62
j116.8AJ
(786.61) 10,053.73
1,216.81 (2,418.72)
A
(219.ola) 6.69
25.44
(18,985.50) 9, ln.38
(4,46,529.96) 3,76,915.78
48,799.48 (43,086.52)
4,692.75 B
1,20 ,000.00 1,07,000.00
(1.10,000.00) 16,356.61
(14,000.00) ~6.477.3.?J
c
(A+B+C)
(20, 167.25) (17,327.90)
140.30 23.17
(263.43) (5,685.50) (5,537.52)
(540.44) 22,988.91
5,414.36
14 483.57 14.15 16.554.02 (5,683.68) (773.88)
430.97 730.47
1,418.20 1,530.62
8.065.21 4, 110.26 2,381.53 3.336.38
~1.78) !&42.091 1,459.75 2,694.29
(536.52) 32.51
(83.02)
(14.072.95)
(1,45,427.98) 1,52,366.17
7,490.33 (24,717. 17)
3 115.67 (69,203.~) (21,834.96)
35,245.66
j16.615.70! 92,479.24 18,629.96
25,135,05 !510.111
445.25 955.96
25,580.30 445.25
0.06 970.2• 445.25
24.610.00 25,580.30 445.25
The Cash flow slalement has be11<1 prepared urder lhe ondirect me1hod as set out 01 lndiall Accounting Standard • 7 ('lrd AS T) on Cash Flow S1a1emen1 prescnbed in Compan•es (frd,an Accounting Standard) Rules. 2015, notified urder Section 133 of the Compan'es Act. 2013.
Significant accounting policie.s 1 ·3 Notes to the standalone Ind AS financial statements ~
The accompanying notes 1 10 48 term an inlegral pan of these standalone Ind AS financial s1a1emen1s.
As per our repon. of even date attached For Delo itte Haskins & Sells LLP Chartered Accountants (Form's Regostralion No. 117366W W-t00018J
For and on behalf of the Board of Dlrec1ors of Tata Realty and lnfras,ruciure Limited
\\ ~ CIN No: U70102MH2007PLC168300
Rajesh K. Hiranandanf Panne1
Muni:>a1 Daled 06 July 2020
_J,/~ ~.:-Direc!Of Chief Ftnanc1al OHteer DIN • 00028428
Sanjay Outt Managing Direclor DIN - 05251670
~ ~~!v Membersh" No: A 13200
Mumbai Dated 06 July 2020
--- -- -
fr. ·rATA
TATA REALTY AN£) INFRASTRUCTURE LTD.
CONSOLIDATED FINANCIAL STATEMENT FOR~ THE YEAR
2()19-2020
Deloitte Haskins & Sells Ll.P
INDEPENDENT AUDITOR'S REPORT
To The Members of TATA Realty and Infrc:1structure Limited
Report on the Audit of the Consolidated Ind AS Financial Statements
Opinion
Chartered Accountants Indiabulls Finance Centre
Tower 3, 27'h - 32"d Floor
Senapati Bapat Marg Elphinstone Road (West)
Mumbai - 400 013
Maharashtra, India Tel: +91 22 6185 4000
Fax: +91 22 6185 4001
We have audited the accompanying consolidated Ind AS financia l statements of TATA Realty and Infrastructure Limited ("the Parent") and its subsidiaries, (the Parent and its subsidia ries t ogether referred to as "the Group") and the Group's share of loss in its joint ventures, which comprise the Consolidated Balance Sheet as at 31st March 2020, and the Consolidated Statement of Profit and Loss (including Other Comprehensive Income), the Consolidated Statement of Cash Flows and t he Consolidated Statement of Changes in Equity for the year then ended, and a summary of significant accounting pol icies and other explanatory information.
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 the other auditors on separate financial statements of the subsidiaries and joint ventures referred to in the Other Matters section below, the aforesaid consolidated Ind AS financial statements give the information required by the Companies Act, 2013 ("the Act") in the manner so required and gi ve a true and fair view in conformity with the Indian Accounting Standards prescribed under section 133 of the Act read with the Companies (Indian Account ing Standards) Rules, 2015, as amended ('Ind AS'), and other accounting principles generally accepted in India, of the consolidated state of affairs of the Group as at 31 March 2020, and their consolidated loss, their consolidated total comprehensive loss, their consolidated cash flows and their consolidated changes in equity for the year ended on that date.
Basis for Opinion
We conducted our aud it of the consolidated Ind AS financial statements in accordance with the Standards on Auditing specified under section 143 ( 10) of the Act (SAs). Our responsibilities under those Standards are further described in the Auditor's Responsibility for the Audit of the Consolidated Ind AS financial statements section of our report. We are independent of the Group and its joint ventures in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India {ICAI) together with the ethical requirements that are relevant to our audit of the consolidated Ind AS financial statements under the provisions of the Act and the Rules made thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and t he !CAi's Code of Ethics. We believe that the audit evidence obtained by us and t he audit evidence obtained by the other auditors in terms of their reports referred to in the sub-paragraph (a) of the Other Matters section below, is sufficient and appropriate to p1rovide a basis for our audit opinion on the consolidated Ind AS financial statements.
Regd. Office : l ndiabulls Finance Centre, Tower 3, 27"'-32"d Floor , Senapat i Bapat Marg, Elphinstone Road (West), Mumbai - 400013, Maharashtra, India. (LLP Identification No. AAB-8737)
Deloitte Haskins & Sells LLP
Information Other than the Financial Statements and Auditor's Report Thereon
• The Parent's Board of Directors is responsible for the other information. The other information comprises the information included in th1e Board of Directors report, but does not include the consolidated Ind AS financial statements and our auditor's report thereon .
• Our opin ion on the consolidated Ind AS financia l statements does not cover the other information and we do not express any form of assurance conclusion thereon .
• In connect ion with our audit of the consolidated Ind AS financial statements, our responsibility is to read the other information, compare with the financial statements of the subsidiaries and joint ventures audited by the other auditors, to the extent it relates to these entities and, in doing so, place reliance on the work of the other auditors and consider whether the other information is materially inconsistent with the consolidated Ind AS financial statements or our knowledge obtained during the course of our audit or otherwise appears to be materially misstated. Other information so far as it relates to the subsidiaries and joint ventures is traced from their financial statements audited by other auditors.
• lf, 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 .
Management's Responsibility for the Consolidated Ind AS financial statements
The Parent's Board of Directors is responsible for the matters stated in section 134(5) of the Act with respect to the preparation of these consolidated financial statements that give a true and fair view of the consolidated financial position, consolidated financial performance including other comprehensive income, consolidated cash flows and consolidated changes in equity of the Group including its joint ventures in accordance with the Ind AS and other accounting principles generally accepted in India. 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 the assets of the Group and its joint ventures 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 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 Parent Company, as aforesaid .
In preparing the consolidated financial statem1~nts, the respective Board of Directors of the companies included in the Group and joint ventures are responsible for assessing the ability of the respective entities to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the respective Board of Directors either intends to liquidate their respective entities or to cease operations, or has no realistic alternative but to do so. The 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 Responsibility 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,
Deloitte Haskins & Sells LLP 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 judgment and mainta in professional skepticism throughout the audit. We also:
Identify and assess the risks of material misstatement of the conso lidated 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, intentiona l omissions, misrepresentations, or the override of internal control. Obtain an understanding of internal financial 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 Parent has adequate internal financial controls system 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 the 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 cont inue 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, structiure 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 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 or business activities included in the consolidated Ind AS financial statements of which we are the independent auditors. For the other entities or business activities included in the consolidated Ind AS financial statements, which have been audited by the other auditors, such other auditors rema in responsible for the direction, supervision and performance of the audits carried out by them. We remain solely responsible for our audit opinion.
Materiality is the magnitude of misstatements in the consolidated Ind AS financial statements that, individually or in aggregate, makes it probable that the economic decisions of a reasonably knowledgeable user of the consolidated Ind AS financial statements may be influenced. We consider quantitative materiality and qualitative factors in (i) planning the scope of our audit work and in eva luating the results of our work; and (ii) to evaluate the effect of any identified misstatements in the consolidated Ind AS financial statements.
Deloitte Haskins & Sells LLP We communicate with those charged with governance of the Parent 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, includ ing any significant deficiencies in internal control that we identify during our aud it.
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.
Other Matters
(a) We did not audit the financial statements of three subsidiaries, whose financial statements reflect total assets of Rs. 3295,03.88 lakhs as at 31 March, 2020, and total revenue of Rs. 816,11.20 lakhs and net cash inflows amountin~i to Rs. 23, 10.52 lakhs for the year ended on that date, as considered in the consolidated financial statements. The consolidated financial statements also include the Group's share of net loss of Rs. 1,38.59 lakhs for the year ended 31st March, 2020, as considered in the consolidated financial statements, in respect of three joint ventures, whose financial statements have not been audited by us. These financial statements have been audited by other auditors whose reports have been furnished to us by the Management and our opinion on the consolidated financial statements, in so far as it relates to the amounts and disclosures included in respect of these subsidiaries and j oint ventures and our report in terms of subsection (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 the other auditors.
(b) We did not audit the financial statements of two entities who were subsidiaries up to 9 December 2019 whose financial statements refl1~ct total revenues of Rs.25,54.37 lakhs and net cash inflows amounting to Rs. 4,66.39 lakhs, as considered in the consolidated financial statements for the year ended 31 March 2020. The group divested their shareholdings in these entities on 9 December 2019. These financial statiements are unaudited and have been furnished to us by the Management and our opinion on the consolidated financial statements, in so far as it relates to the amounts and disclosures included in respect of these subsidiaries, is based solely on such unaudited financial statements. In our opinion and according to the information and exp lanations given to us by the Management, these financial statements are not material to the Group
Our opinion on the consolidated Ind AS financial statements above 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 certified by the Management.
Report on Other Legal and Regulatory Requirements
1. As required by Section 143(3) of the Act, based on our audit and on the consideration of the reports of the other auditors on the separate financial statements of the subsidiaries and joint ventures referred to in the Other Matters section above we report, to the extent applicable 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 of the aforesaid consolidated Ind AS financial statements.
Deloitte Haskins & Sells LLP
b) In our opinion, proper books of account as required by law relating to preparation of the aforesaid consolidated Ind AS financial statements have been kept so far as it appears from our examination of those books and the re ports of the other auditors.
c) The Consolidated Balance Sheet, the Consolidated Statement of Profit and Loss including Other Comprehensive Income, the Consolidated Statement of Cash Flows and the Consolidated Statement of Changes in Equity dealt with by this Report are in agreement with the relevant books of account maintained for the purpose of preparation of the consolidated Ind AS financial statements.
d) In our opinion, the aforesaid consolidated financial statements comply with the Ind AS specified under Section 133 of the Act.
e) On the basis of the written representations received from the directors of the Parent as on 31st March, 2020 taken on record by the Board of Directors of the Company and the reports of the statutory auditors of the subsidiary companies and the joint venture companies Incorporated in India, none of the directors of the Group companies, and joint venture companies incorporated in India, is disqualified as on 31 March, 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 financia l reporting and the operating effectiveness of such controls, refer to our separate Report in the Annexure which is based on the auditors' reports of the Parent, subsidiary companies and joint venture companies incorporated in India. Our report expresses an unmodified opinion on the adequacy and operating effectiveness of internal financial controls over financia l reporting of those companies.
g) With respect to the other matters to be included in the Auditor's Report in accordance with the requi rements of section 197(16) of the Act, as amended, in our opinion and to the best of our information and according to the explanations given to us, the remuneration paid by the Parent to its directors during the year is in acc:ordance with the provisions of section 197 of 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 Audito1·s) Ru les, 2014, as amended, in our opinion and to the best of our information and according to the explanations given to us:
i) The consolidated Ind AS financial statements disclose the impact of pending litigations on the consolidated financial position of the Group, and joint ventures.
i i) Provision has been made in the consolidated Ind AS financial statements, as required under the applicable law or accounting standards, for material foreseeable losses, if any, on long-term contracts including derivative contracts.
Deloitte Haskins Br. Sells LLP
iii) There were no amounts which were required t o be transferred to the Investor Education and Protection Fund by the Parent Company, and its subsidiary companies, and joint venture companies incorporated in India.
{Referred to in paragraph funder 'Report on Other Legal and Regulatory Requirements' section of our report of even date)
Report on the Internal Financial Controls; Over Financial Reporting under Clause {i) of Subsection 3 of Section 143 of the Companie!i Act, 2013 ("the Act" )
In conjunction with our audit of the consolidated Ind AS financial statements of TATA Realty and Infrastructure Limited ("the Parent"/ "the Company") as of and for the year ended 31 March, 2020, we have audited the internal financial controls over financial reporting of the Parent and its subsidiary companies and 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 Parent, its subsidia ry companies and joint ventures, which are companies incorporated in India, are responsible for establishing and maintaining internal financia l controls based on the internal control over financia l reporting criteria established by the respective Companies considering t he 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 (ICAI ). These responsibilities include the design, implementation and maintenance of adequate interna l financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to t he 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 t imely preparat ion of reliable financial information, as required under the Companies Act, 2013.
Auditor's Responsibility
Our responsibility is to express an opinion on the internal financial controls over financial reporting of the Parent, its subsidiary companies and its joiint ventures, which are companies incorporated in India, based on our audit and based on the consideration of reports of the other auditors on separate Ind AS financial statements of the subsidiaries and joint ventures referred to below in the Other Matters paragraph. We conducted our audit in accordance wit h the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the "Guidance Note") issued by the Institute of Chartered Accountants of India and the Standards on Auditing, prescribed under Section 143(10) of t he Companies Act, 2013, to the extent applicable to an audit of internal financial controls. Those Standards and the Guidance Note require t hat we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether ad1equate 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.
We believe that the audit evidence we have obtained and the audit evidence obtained by the other auditors of the subsidiary companies and joint ventures, which are companies incorporated in India, in terms of their reports referred to in the Other Matters paragraph below, is sufficient and appropriate to provide a basis for our audit opinion on the internal financial controls system over financial reporting of the Parent, its subsidiary companies and its joint ventures, which are companies incorporated in India.
Deloitte Haskins & Sells LLP
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 companiy; 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
Because of the inherent limitations of internal financial controls over financial reporti ng, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. t\lso, 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 to the best of our information and according to the explanations given to us and based on the consideration of the reports of the other auditors referred to in the Other Matters paragraph below, the Parent, its subsidiary companies and joint ventures, which are companies incorporated in India, have, 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 31 March, 2020, based on the criteria for internal financial control over financial reporting established by the respective companies 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
t
Deloitte Haskins & Sells LLP
Other Matters
Our aforesaid report under Section 143(3)(i) of the Act on the adequacy and operating effectiveness of the internal financial controls over financial reporting insofar as it relates to three subsidiary companies and three joint ventures, which are companies incorporated in India, is based solely on the corresponding reports of the auditors of such companies incorporated in India.
Our opinion is not modified in respect of the above matters.
Mumbai, 06 July 2020
For DELOITTE HASKINS & SELLS LLP
Rajesh K. Hiranandani
Partner Membership No. 36920
UDIN: 20036920AAAACC1788
Tata Realty and Infrastructure Limited Consolidated Balance Sheet as at 31 March 2020 (Currency: Indian rupees in lakhs)
l ASSETS l Non-current asse«s
(a) Property. plan1 and cquipmcnl (b) Capital work-in-progress
(c) Intangible assets - Softwar. (d) lnvestmenl property (e) Righi 10 use an asse1 (0 investment property under construction
lg) Goodwill on consolidarion (h) Intangible: assets under developmcn; undcr Service Conc:esStOn
Arrangements
(i) lntangible assets under Service Concession Arrangcmcn1:s U> Financial asse1s
(i) lnvcsuneat accounted using Equity Method (ii) Other lnves1ments (iii) Other Financial assccs
2 Current assets (a) lnvenrories (b) Financial ass<IS
(i) Trade and olher receivables (ii) Cash and cash cquivalenlS (iUJ Bank balanc<s 01her than (1i) above (iv) Other Investments (v) Shon-1errn loans and advances (vi) Other Financial asse<s
(c) Other current assets
Currtnt IUSCIS
fl. EQUITY AND LL\BILITIES l Equity
(a) Equity share capital
(b)(i) Other equity Equity attributable lo owners
(b)(ii) Non-controlling inlereslS
2 Noo-Currt nt Li.:1bllit.ies (3) Fmancial liabilities
(i) Borrowings (ii) Olher financial liabilities
{b) Long-lerrn provisions
(c) Derem:d '""'liabilities (Ne1) ( d) Other non-current liabilities
3 Curnol liabilities
{a) Financial liabilities (i) Shon 1errn borrowings (ii) Trade and 01her payables
from Micro and Small Enterprises
from other than Micro and Small E'ntcrpnses (in) Other financial liabili1ies
(b) Other current liabili1ies (c) Shoo 1enn provisions (d) Curren1 tu liabili1ies {Ne1)
TOTAL ASSETS
T OTAL EQUITY AND LL\BlLITfES
Sig n_ifkao t accounting poUcies
f\·01es to the con.soUdaled Ind AS financials s talemenrs
The notes referred above fonn an imegra) pan of these consolidated financial statements A5 per our report of even date attached
For DELOrrrE BASKINS & SELLS LLP Chartered Accoun1ants (Firm's Regisirauon No I 1736oW/W-IOOOIS)
For 3nd on behalf of th, Board ofDirtttors or Tata Rralry and lnfruslr'Uclurr l imited
CIN No: U70102MH:!007PLCl68300
Sanjay Dun Managing Director
DIN - 05251670
' i / .l,,,r; Cz---J) -4""'"~-F. N. S ubrdar
Dittctor DIN - 00028428
~ Company Secmary
Membership No: Al 3200
Mumbai
06 Ju ly, 2020
Tata Realty and Infrastructure Limited Consolidated Statement of Profit and Loss for the year ended 31 March 2020 (Currency: Indian rupees in lakhs)
Revenue from operations II Other income UJ Total income (1 +11)
IV Expenses
Cost of Oats sold Construction costs Employee benefit expenses Finance costs Depreciation and amortisation expense Other expenses
Total expenses (IV)
v Loss befo re share of loss (net) from Joint "en tu res and tax (Ill- IV) VI Add: Share of(loss) fromjoiat ,·entures Vil Loss before tax (V-VI) vru Ta~ Expenses:
Current ta~ Deferred tax charge
D< Loss for the year (Vll-VLU)
x Less: Share in loss transferred to non-controlling interest XI Loss for the year attributable to owners (L\'. - X)
xn Other Comprehensive Income A Items th at will not be reclassified to profit or loss
Remeasurements of defined benefit liability Income tax relating to items that will not be reclassified to p•rofit or loss
B Items that will be reclassified to profit or loss
Xllf Total Comprehensi ve Income for the year (XI + Xfl) (Comprising Loss and Other Comprehensive Income for the year afkr non-controlling interest)
XIV Earnings per equity share : (Face Value per share Rs. I 0 each) (I) Basic (2) Diluted •
•Diluted EPS forthe year ended 31 March 2020 is anti-dilutive hence not considered
Significant accounting policies
oles to the consolidated lnd AS financials statements
Tik! nores referred above form an integral pan of these consolidated financial statemems. As per our repon of even date attached
For OELOITTE HASKlNS & SELLS LLP Chartered Acco11111a111s
For and on behalf of the Board of Directors of Tata Realty and Infrastructure Limited
CLN No: U70102MB2007PLCl68300
DIN - 00120029 Managing Director
DIN - 05251670
F. '. Subedar Director
DIN - 00028428
k:. Chief Financial Officer
Mumbai 06 July, 2020
~eny Company Secretary
Membership No: Al3200
Mumbai 06 July, 2020
Tata Realty and 1nfrastrucrure Limited Consolidated statement of cash flows for th e year ended 31 March 2020 (Currency: Indian rupees in lakhs)
A Cash nows from oper::ating acti\'iries :
(Loss) before'°' Adj11sr.d fir
Deprec1ar1on and amortisation Excess prov1S1on wntteo back Profit OD sale of curreot 10vcsnnen1s Ill '.\lutual Fwids Provision for doubcful deb1s - credit impaltCd wnnen back Provision for Major Mamtenance of Road Marie 10 Marker loss I (gain) on Forward I Denvanve Contracrs Mark to Mnrkct gain on current invesunems in 1\llutual funds Pro11is10D for credit impa11Cd Trade Re<:eivables Provision for crcdu tmpaU"ed Inter corpornt~ deposits Advances wrinen off Interest utcome Finance costs Share of loss Jrom JO Wt venrures Profit OD sale of propeny. plant and equipment !mpainnent loss on Goodwill lmpatrmem loss on asselS Loss OD Sale of Non-Cwreal Jnvesanents Provision for Employee Benolirs Loss on sale of property. plant and equipment
Operating prolir before " ·orking capital changes
Changes in working capital Jlncrease) Decrease in Trade Receivables Decrease m Inventories (mcn:ose) Decrease in Loans & Advances. Other Fmancia I Asseis ond Othcr Cwrent .\>Sets Decrease Ill Trade payables lncreose I (Decrease) in Other financial liabilities. curreat and non current liabilities and provisions
Cash nows gener:i red from operations Ta.'es paid (net or refund received) Ner cash nows generated from opera ring :1cciviries
B Cash flows from investing acrivities : Payment for pun:base and construction of propert) . plant and equ1pmont Proceeds oa sale of property, pbnt and equipment Pun:base of mtangible assets I 10rang1ble ossets under development Pun:base or investment propeny I m>esnnenr property under consrrucuoo lovestment in joint ventures lnvesunent m equity shares of other companies Proceeds Jrom sale of invesnnents in mutual funds lnvesnnents ID mutual funds Redempuon (lnvesnnent) m fixed deposits under hen (net I Proceeds on accowu of divesrmem of mvestmencs i.n subsidi.anes Interest received
Net ca.sh nows (used in) investing actfrities
c Cash no\\S from linaacing activi ties : Proceeds I (Repaymeatl from shon tenn borrowings (nerl Proceeds from long renn borrowings (Repayment) oflong tenn borrowmgs Rights Issue Application :\loney Re<:eived Proceeds Jrom M monry Interest Finance costs paid Net cnsh generated from financing activiries
Net (decreose) in cash and bunk balances ( ~a.+-q
Cash and bank balances, beg1JJ01JJg of the yeor Decrease in cash and cash equlvalems due to divesnnent m s ub31dmncs Cash and hank balances. end of year (refer note 171
Tata Realty and Infrastructure Limited Consolidated statement of cash flows as at 31 March 2019 (Co11ti1111ed) (Currency: Indian rupees in lakh5)
Notes:
I ) Cash and bank balances include the following :
Cash und cash equivalents
Cash balance
Balance with scheduled banks:
· in current accounts
- in deposit accounts
Significant accounting policies Notes to the consolidated Ind AS financial statements
The notes referred above fonn an integral pan of these consolidated financial s ta tements
As per our repon of even date anached
For DELO!TTE HASKINS & SELLS LLP
Chartered Accountants
(Finn' s Registration No I 17366WfW-I OOOl8)
Rajes h K. Hiranandani
Panner
Mwnbai
July 06, 2020
2 3 - 61
3 1 March 2020
30
3,300
26,6!0
29,940
3 1 March 2019
93
2.099
3,729
5,92 1
For and on behalf of the Board of Direct.ors of
Tata Realty and Infrastructure Limiled
ClN No: U70102MH2007PLCl68300
Saajay Dutt
Manab>ing Director
DIN -0525 1670
.r-jay S harma
ncial Officer
F. N. Subedar
Direc tor
DIN • 00028428
Mumbai
July 06, 2020
TATA REALTY AND INFRASTRUCTURE LIMITED
14th ANNUAL REPORT F.Y. 2020-21
G TATA
BOARD'S REPORT
TO THE MEMBERS,
The Directors present the Annual Report of Tata Realty and Infrastructure Limited (the "Company"
or "TRIL'') along with the audited financial statements for the financial year ended March 31, 2021. The consolidated performance of the Company and its subsidiaries has been referred to wherever required.
Revenue 12,450 17,585 1,20,056 1,57,879 Other income 16,800 14,966 4,091 5,998 Total income 29,250 32,551 1,24,147 1,63,877 Expenses Operating expenditure 16,993 24,030 72,802 1,22,277 Depreciation and amortization
217 192 expenses 20,934 17,251 Total Expenses
17,210 24,222 93,736 1,39,528 Profit before finance cost and tax
12,040 8,329 30,411 24,349 Finance cost 21,108 28,496 60,058 60,186 Profit before tax (PBT) (9,068) (20,167) (29,647) (35,836} Tax expense (568) (2,418) (686) (653) Profit/ (Loss) for the year (9,636) (22,585) (30,333) (36,489} Attributable to: Shareholders of the company - - (29,451) (36,256) Non-Controlling Interest - - (882) (233)
Opening Balance of retained (73,552) (37,659) earning (1,35,799) (99,543} Profit/(Loss) for the Year (9,636) (22,585) (29,451) (36,256) Transferred from OCI to Retained earnings on derecognition of - (13,308) equity instruments - -Closing balance of retained (83,188) (73,552) earnings (1,65,250) (1,35,799)
.,.. TATA
2. Dividend
In view of the loss incurred during the year under review, the Directors do not recommend any dividend for the year 2020-21.
3. Transfer to Reserves
Your Directors do not recommend transferring any funds to reserves of the Company.
4. Company's Performance
On a standalone basis, the revenue for FY 2020-21 was Rs. 12,450 lakhs, lower by 29% over the previous year's revenue of Rs. 17,585 lakhs in FY 2019-20. The loss after tax attributable to shareholders for FY 2020-21 was Rs. 9,636 Lakhs registering a reduction of 57% over the loss after tax of Rs. 22,585 lakhs for FY 2019-20.
On a consolidated basis, the revenue for FY 2020-21 was Rs. 1,20,056 lakhs, lower by 24% over the previous year's revenue of Rs. 1,57,879 lakhs. The Loss attributable to shareholders and non
controll ing interests for FY 2019-20 and FY 2020-21 was Rs. 36,489 lakhs and Rs. 30,333 lakhs respectively. The Loss attributable to shareholders for FY 2020-21 was Rs. 29,451 lakhs registering a reduction of 19% over the Loss of Rs. 36,256 lakhs for FY 2019-20.
State of the Company's Affairs:
Tata Realty & Infrastructure Limited, a wholly owned subsidiary of Tata Sons Private Limited, is in
the area of design, development and management of commercial assets and few residential projects.
Since its inception the Company has developed 16.7 mn. sq. ft. area and has "'11.7 mn. sq. ft. under development and planning stage across 4 projects. The Company has leveraged its expertise in project management to develop over 6.7 mn. sq. ft. of office campuses for Tata Consultancy Services
(TCS). Your Company also has "'0.1 mn. sq. ft. leasable area at Gurgaon mall.
5. Subsidiary Companies
As on March 31, 2021, the Company has 24 subsidiaries, 1 associate and 5 joint venture companies.
There has been no material change in the nature of the business of the subsidiaries.
During the year under review, the Company has acquired around 20.23% of Equity shares in Tata Housing Development Company Limited and divested its stake in the SPV namely TRIL Bengaluru
Real Estate Four Private Limited, wholly owned subsidiary of the Company. Hence, it ceases to be the subsidiary of the Company.
G TATA
Except as stated above, there were no other companies which have become or ceased to be the Subsidiaries, joint ventures or associate companies of the Company, during the year under review.
Pursuant to the provisions of Section 129(3) of the Companies Act 2013 ('Act''), a statement containing the salient features of financial statements of the Company's subsidiaries in Form AOC-1
is attached to the financial statements of the Company.
Further, pursuant to the provisions of Section 136 of the Act, the financial statements of the Company along with relevant documents and separate audited financial statements in respect of
subsidiaries are also available on the website of the Company i.e. www.tatarealty.in.
6. Covid-19 Pandemic Situation - Update on Operations
a) Impact of the CoVID-19 pandemic on business: The lockdowns and restrictions imposed on various activities due to ongoing Covid-19
pandemic posed various challenges to different aspects of the business during the year.
During the initial lockdown till early May 2020, activities at construction sit es were fu lly suspended with almost 1,000 workers remain at on-site camps on commercial construction
sites. On commercial properties, the complexes were closed with tenants working from home.
However, they continued to use resources on site like servers etc.
As the lockdown gradually eased, all properties reopened across states and most tenants
restarted partial operations. Almost all tenants have continued to pay renta ls including maintenance charges during the year, a testament to and acknowledgement of all the efforts
to provide services in these uncertain times. Occupancy levels have been sustained at almost 95% with minimal churn. Construction activities have also fully resumed at all sites.
A thorough exercise was undertaken to go through all relevant contracts, especially with
tenants, service providers and investors as applicable.
b) Ability to maintain operations including the factories/units/office spaces functioning and closed down: Construction sites: In Ql there was significant stoppages / slowdown due to combination of lockdown, movement restrictions of managerial staff as well as material, and temporary
movement of rv50% migrant labour to native locations. However, from June itself, construction
across sites were restarted (the Company being one of the developers to restart in many regions) and have been well sustained, resulting in meeting most construction targets. Even during the recent wave of Covid19 starting March 2021, construction has continued.
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Commercial office spaces: Services were kept functioning even during peak of lockdown by
obtaining necessary approvals & precautions, and uninterrupted access have been ensured to tenants throughout the year.
Residential sales offices: On-site offices were reopened in an expedited manner as per local
guidelines in Q2, with disruption to sales minimized by supplanting site visits with digital engagements with buyers.
Corporate offices: Work from home has been enabled and encouraged as much as possible,
although offices were gradually opened from 2nd half of Q2 to be used as needed.
c) Schedule, if any, for restarting the operations: As described above, construction and commercia l operations have been restarted from May
2021 as per guidelines issues by the Central Government, State Governments & Local Authorities.
d) Steps taken to ensure smooth functioning of operations: Clear SOPs have been prepared and implemented for construction activities and office complexes, covering transport, social distancing, hygiene and basic do's & don'ts. Necessary arrangements have been made to provide sanitizers, spare face masks, PPE kits etc. for all personnel. Checklists are being adhered to and regular reports circulated to leadership teams.
Contingency measures are in place for any detected cases, in collaboration with healthcare
facility providers. Regular planning meetings helped in reacting to changing situations and taking rapid decisions. With the start of vaccination, measures are being taken to facilitate vaccination for on-site el igible labour.
Before reopening of sites and offices, thorough sanitization and fumigation were carried out. For tenants, in close coordination with 3rd party estate management firms, innovative new technologies were installed like touch-less sanit izers and access gates. To faci litate work from
home for corporate staff, various steps were taken like enabling remote IT access, and
streamlining controls & approvals.
e) Estimation of the future impact of CoVID-19 on operations: The leasing business from existing tenants has already rebounded and the outlook remains
strong in its ability to generate cash flows. Some ongoing discussions regarding new leases have got deferred/ slowed down. However, the underlying-term demand drivers & thus long
term outlook for commercial space uptake remains positive in India overall, and our micromarkets specifically. The Company has also signed select major new leases & contracts during
this phase, giving confidence in the ability to mitigate any medium-term impact and embark on a sharp V-shaped recovery.
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Some of the steps taken to make workplaces and properties suitable, related to hygiene,
automation, configuration etc., will gradually become permanent fixtures of the planning for any new project. Finally, many companies have already confirmed moving back to offices when possible, mitigating the impact of the current trend of work-from-home.
f) Impact of CoVID-19 on capital and financial resources, profitability, liquidity position, ability to service debt, assets and internal financial reporting and control: The Company has adequate liquidity in the form of cash and cash equivalents and undrawn
facilities. Given its well capitalised balance sheet and strong business profile, the Company
does not envisage any issues in raising additional funds during the year as and when required.
The Company has sound internal control measures for all its processes and there has been no
impact on the internal financial reporting and controls of the Company.
g) Impact of CoVID-19 on supply chain: In the initial stages, restrictions on movement of materials across states hampered operations, even resulting in sporadic price surges in certain materials like cement. However, over the
year these issues subsided, and the overall supply chain has improved with vendors able to
manufacture and transport material to sites. Other equipment like face-masks and sanitizers also have been secured in sufficient quantity.
h) Existing contracts/agreements where non-fulfilment of the obligations by any party will have significant impact on the listed entity's business: The Company is well positioned to fulfil its obligations and also does not foresee any significant impact on the business due to non-fulfilment of the obligations by any party.
7. Industry Outlook and Future Prospects:
Overview of Real Estate Sector in India: The Indian economy with its sound fundamentals will remain a hot spot on the global map in the 21st century, primarily driven by the attractive demographics of 1.3 billion population, both from a
supply and demand perspective. Younger population (median age in 2030 of 31.4 years v/s 40 years in US and 42 years in China) acts as a great talent pool and will be the largest consumer segment.
With rvlQ million people migrating to cities every year, the urban population will contribute 75% to
the GDP by 2030.
All these factors will boost the demand for real estate in India across segments. By 2030, India is likely to need 25 million affordable housing units to meet the urban population's demand. The
growing economy will drive the demand for commercial and retail space.
.,.. TATA
As per India Brand Equity Foundation (IBEF), the contribution of real estate sector was expected to increase from current 6% to 13% of GDP by 2025 and the sector was expected to reach US$ 1 Trillion by 2030 from US$ 120 Billion in 2017 at an expected CAGR of 19.5% - however the current economic downturn due to COVID 19 may will push growth by 1-2 years .
Indian real estate is expected to attract a substantial amount of FDI over the next two years, with US$ 8 billion capita l infusion by FY22.
Commercial real estate:
After the historic heights of 2019, 2020 was a difficult year for commercial office sector with uncertainty, hesitation & anxiety leading to muted activity. Net leasing was approximately 26 mn.
sq. ft. with Bengaluru, Hyderabad & Delhi-NCR being top contributors totaling 68%. IT & related sector (35%), then BFSI corporates (19%) & engineering & manufacturing (11 %) drove demand. Small ( <lOk sq. ft.) & medium- sized (10-SOk sq. ft.) transactions led the way.
As construction activity resumed post lows of Hl 2020, completions reached 39 mn. sq. ft. - 22% less as compared to 2019. IT hubs of Bengaluru, Hyderabad & Pune recorded lower vacancy compared to MMR & NCR, which accounted 55% vacancy. Rentals across all markets remained
stable except marginal increase in rental in Bengaluru. Rental collections were >97% for institutional owners with less than 4% vacancy.
In terms of future outlook, overall office leasing volume wi ll witness an uptick in 2021-22. Renewals
& terminations may impact rentals in immediate term, with rental recovery expected in only select assets in a few micro markets in cities such as Bengaluru in H2 2021. In addition to growth driven by ITeS/ IT, BFSI, co-working, consulting and manufacturing, demand from new sectors like data
centres, e-commerce & technology will continue to rise. Post Covid, India is expected to emerge
stronger as preferred global outsourcing destination owing to availability of low-cost, knowledgeable talent. This along with maturing REIT environment and recently relaxed FDI norms will see many new companies planning foray into Indian markets.
REIT market opportunity is still significant and largely untapped in India. As of Aug 2019, US REITs
market capitalization was 96% of real estate market, 55% in Singapore and 51 % in Japan - in
comparison, it was only 17% in India with only 3 listed REITs. Currently, top 7 cities of India have rv550 million sq ft Grade A office supply, of which 310 - 320 million sq ft is REIT-able. Regulatory environment has also evolved favourably over the last few years.
• TATA
Covid has triggered the world's largest remote working experiment, but in spite of companies
committing to continue 25-40% WFH_, long term impact likely to be 10-15%. Tenant expectations
and preferences have fundamentally shifted, with premium on environment, health & wellness to ensure employee centricity. As occupiers look for more flexible, cost-effective & on-demand spaces, they will place increased emphasis on flexible lease terms as well as technology-enablement to boost
productivity.
Residential real estate:
In 2020, rv2.75 lacs units were sold which is 16% lower than previous year. We saw a 30% drop in new launches, although prices primarily held steady with minor reductions in few markets. Inventory
overhand rose to 33 months with "'O. 75 million unsold units. However, Q3 onwards saw a marked uptick in the sector, driven by favorable policy environment of all-time low interest rates supported by regional incentives like stamp duty waivers. Recovery in consumer sentiment was matched by sales recovering to pre-Covid levels in key markets by Q4.
The move towards a more transparent and accountable way of working has continued, evidenced by the accelerated consolidation in the market towards reputed, trust-worthy developers with strong processes & fiscal situation. Post-Covid, homebuyers' expectations have fundamentally shifted with
homes emerging as 'safe havens' and 'home offices, leading to preference for larger, digitally enabled, ready-to-move-in units. Government's policy push to affordable housing with its efforts
under Housing for All as well as infrastructure status will continue to drive traction in the affordable housing segment.
Regulation in the Sector: The following regulatory reforms provided much needed stimulus to the real estate sector, with some showing upfront benefits and others to have an impact in the near future -
• Corporate tax reduced from 30% to 22% excluding all cess and surcharges, for domestic companies - will help boost companies' investment abi lities.
• Historical lowest home loan rates esp. for the Affordable housing sector (under PMAY scheme)
• RBI's loan EMI moratorium & liquidity measures for developers & consumers - helped the sector deal with initial COVID-caused lockdown challenges
• Passage of policies like National E-commerce Policy & Personal Data Protection Bill - boost to localization of data and growth of Data Centre asset class
• External commercial borrowing relaxed for developers to obtain overseas funds • Provision for reduction in minimum capitalisation for FDI investment from US $10 million to US
$5 million
• Section lOAA of the Income Tax Act, units in SEZs get a phased tax-holiday for a period of 15
years; However, under the SEZ Sunset clause this benefit was available to only those units that start operations before 31st March 2020
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• GST on under-construction properties outside the affordable segment were revised to 5% with
no Input Tax Credit (ITC) and 1 % without ITC for affordable housing properties
The year 2020-21 was the year in which the Company made significant progress towards completion
of under construction assets in its Infrastructure Business. All the Road Projects became operational, and for the two under construction road assets the Company had applied for completion certificate
and are hopeful to get the same by July'21. The Company achieved the financial closure of the Pune metro line 3 project in January 2021 and significant part of the land acquisition was completed in the financial year 2020-21. Further, the Company continued to complete construction of the
Dharamshala ropeway project despite challenges. The Company also sold its stake in the Manali
ropeway project during the year thus achieving a major milestone in the corporate strategy.
At the start of financial year, the country had to face a complete lockdown due to the rise of COVID
pandemic, disrupting the tolling and stoppage of construction activity on Infrastructure assets. Post
the lifting of lockdown, toll collection on its road assets was muted for few months as was the case with most of the road assets across India. Post September the normalcy returned, and all its road assets started collecting toll at par or even more than the pre covid toll collection. However, the
period prior to the financial year end saw incidence of the second wave, wider spread of the outbreak of novel Coronavirus and consequent mini lockdowns/ lockdowns/ restrictions imposed in several
states, causing adverse impact on toll collection and pace of construction activity.
In the coming financial year, the Company expects to get the completion certificate of the two under
construction road assets, start of commercial operation of Dharamshala ropeway project and starting the construction post the declaration of appointed date of Pune Metro project.
Lastly, there are clear signs that there would be increased impetus to development of infrastructure
and large investment requirements in the ensuing years and the Company is well poised to
participate in these opportunities. In the coming year Company would also be focusing on completing /developing its existing Projects and monetise its operational projects.
8. Share Capital and Other Securities:
A. Share capital:
During the year under review, the Company has allotted 60,00,00,000 (Sixty Crore) Equity Shares of Rs. 10/- each at a premium of Rs. 10/- (Rupees Ten only) to Tata Sons Private Limited, Holding Company on April 09, 2020, by way of rights issue.
G Tl\TI\
As at March 31, 2021, the issued, subscribed and paid-up equity shares capital of the Company stands at Rs.1617,30,76,920/- divided into 161,73,07,692 Equity Shares of Rs.10/- each.
B. Debt Management:
As on March 31, 2021, the Company has outstanding debt of Rs. 3,045 crore, an increase of Rs.270 crore over March 31, 2020. About 22% of the overall debt is short term down from about 38% a
year ago. As against this increase, the Company has cash and cash equivalents of Rs.382 crore as
at year end.
During the year under review, the Company has issued and allotted listed Non-Convertible
Debentures (NCDs) of Rs.975 crore.
Debt raised during the year has been utilized towards refinancing of existing debt, investment requirement towards greenfield and brownfield projects in Real Estate, Roads and Urban Transport
vertica ls investment in group companies and for general corporate purposes.
The Company has been able to reduce its weighted average interest rate (WAIC) significantly due to the rate cuts during the year through refinancing existing debt and raising additional debt at low
cost. The WAIC of the outstanding debt as at March 31, 2021 was 7.57% p.a. lower by 1.14% as compared to 8.71 % p.a. as at the end of previous year.
Credit Ratings:
Your Company has been offering itself to be rated by rating agencies as per following:
Instrument Rating
Rating Amount Remarks Agency
Commercia l Paper ICRA ICRA Al+ ~ 2200 crore Reaffirmed
(Short term) CRIS IL CRISIL Al+ ~ 1800 crore Reaffirmed CARE
CARE Al+ ~ 2200 crore Reaffirmed Ratinqs
Non-Convertible ICRA ICRA AA (Stable) ~ 3000 crore Re-affirmed
Debenture CRIS IL CRISIL AA (stable) ~ 1500 crore
Short term Bank CARE
Facilities - Fund CARE Al+ ~ 75 crore Re-affirmed Based
Ratings
Short term Bank CARE
Facilities - Non- CARE Al+ ~ 210 crore Re-affirmed Fund Based
Ratings
Short term Bank Faci lit ies - Non- CARE Fund and Fund Ratings Based (proposed)
9. Depository System
G TATA
CARE A 1+ ~ 115 crore Re-affirmed
Your Company's Equity Shares are in dematerialization (Demat) form done through National Securities Depository Limited (NSDL). The !SIN as allotted by NSDL is INE371K01016. In case of any query, you may please get in touch with the Company or the Registrar & Transfer Agent i.e. Kfin Technologies Private Limited, Address: Karvy Selenium Tower B, Plot 31-32, Gachibowli, Financial District, Nanakramguda, Hyderabad - 500 032, Phone: +91 040 6716 2222 and +91 40 6716 1602. As on March 31, 2021, 161,73,07,692 (100%) of Equity Shares of your Company were held in dematerialized form.
10. Directors' Responsibility Statement
Based on the framework of internal financial controls and compliance systems established and maintained by the Company, the work performed by the internal, statutory, cost and secretarial auditors, including the audit of internal financial controls over financial reporting by the statutory auditors and the reviews performed by management and the relevant board committees, including the audit committee, the Board is of the opinion that the Company's internal financial controls were adequate and effective during FY 2020-21.
Pursuant to Section 134(5) of the Act, the Board of Directors, to the best of its knowledge and ability, confirm that:
i. In the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures;
ii. They have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the loss of the Company for that period;
iii. They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
iv. They have prepared the annual accounts on a going concern basis;
v. They have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively;
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vi. They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.
11. Directors and Key Managerial Personnel
During the year under review, the Company's composition of Board was an adequate blend of
Executive, Non-executive and Independent Directors. In addition to provisions of the Act the governance guidelines adopted by the Board, set out the role and responsibil ity of the Board, composition of the Board and code of conduct.
As on April 01, 2020, Board of your Company consists of following Members:
1. Mr. Banmali Agrawala - Chairman and Non- Executive Director;
2. Mr. Sanjay Dutt - Managing Director & Chief Executive Officer; 3. Mr. Farokh Subedar - Non- Executive Director; 4. Mr. S. Santhanakrishnan - Independent Director; 5. Mrs. Neera Saggi - Independent Director; and
6. Mr. Rajiv Sabharwal - Non- Executive Director.
As on March 31, 2021, Board of your Company consists of following Members:
1. Mr. Banmali Agrawala - Chairman and Non- Executive Director;
2. Mr. Sanjay Dutt - Managing Director & Chief Executive Officer; 3. Mr. Farokh Subedar - Non- Executive Director;
4. Mr. Rajiv Sabharwal - Non- Executive Director.
During the year under review, Mr. S. Santhanakrishnan and Mrs. Neera Saggi had completed their
second term as Independent Directors of the Company on March 25, 2021. They have been the pillars of this organisation and the Company appreciate their contribution to the organisation. The
Company also thanked them for sharing their professional knowledge and expertise during their tenure and uploading the Tata values.
The Ministry of Corporate Affairs on February 19, 2021, had notified the amendments to the
Companies (Specification of definitions details) Rules, 2014, pursuant to the which the Company will
not be considered as Listed Company as per the provisions of the Act. Accordingly, pursuant to the provisions of Section 149, 177 and 178 read along with Rule 4 of the Companies (Appointment and
Qualification of Directors) Rules, 2014, the Company being an unlisted Company now and a wholly owned subsidiary of Tata Sons Private Limited will not be required to re-constitute the Audit
Committee, Nomination and Remuneration Committee and appoint Independent Directors.
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Mr. Rajiv Sabharwal, Director of the Company retires by rotation and being eligible, offers himself for re-appointment. A resolution seeking shareholders' approval for his re-appointment forms part
of the Notice.
Based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors at its meeting held on March 19, 2021 has approved the remuneration to be paid to
Mr. Sanjay Dutt, Managing Director (MD) & Chief Executive Officer (CEO) for next 2 Financial Year
i.e. April 01, 2021 to March 31, 2023 and a resolution seeking shareholders' approval for the same forms part of the Notice. Below mentioned is additional information as required as per the Schedule V of the Act for FY 2020-21 :
'Lakhs Performance
Benefits, Details Linked
Pension of fixed Incentive Incentive Name of
Salary Perquisites
along with Com miss
Remunera ESPS Total Director and
compon ion
Al lowances ent the t i on
performance criteria*
Mr. San jay Dutt 164.81 159.88 0 142.97 247.46 0 0 0 715.11 (MD and CEO) 60% of above mentioned remuneration was recovered from Tata Housing Development Company Limited, an
Associate Company.
* Based on provisions made.
Services of the Managing Director may be terminated by either party, giving the other party three months' notice or the Company paying three months' salary in lieu thereof. As per provision of
severance pay, the Company would pay three month's salary.
During the year under review, the non-executive directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees and reimbursement of
expenses incurred by them for the purpose of attending meetings of the Board/Committees of the
Company.
Pursuant to the provisions of Section 203 of the Act, the Key Managerial Personnel (KMP) of the Company as on March 31, 2021 are Mr. Sanjay Dutt, MD & CEO of the Company (appointed with
effect from April 01, 2018 for a period of 5 years), Mr. Sanjay Sharma, Chief Financial Officer of the Company (appointed with effect from September 10, 2018) and Mr. Sudhakar Shetty, Company
Secretary of the Company (appointed with effect from December 01, 2019).
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12. Number of Meetings of the Board
There were elven meetings of the Board, held during the year under review. The said meetings were held on April 16, 2020, June 26, 2020, July 06, 2020, July 21, 2020, August 24, 2020, September
02, 2020, October 01, 2020, October 23, 2020, January 13, 2020, February 24, 2021 and March 19, 2021. Details of the Directors' attendance are given herein below:
Name of the Board Member Board Meeting Attendance
Mr. Banmali Aqrawala, Chairman 11 out of 11 Mr. Sanjay Dutt 11 out of 11 Mr. Farokh Subedar 11 out of 11 Mr. S. Santhanakrishnan 11 out of 11 Mrs. Neera Saqqi 11 out of 11 Mr. Raiiv Sabharwal 9 out of 11
13. Board Evaluation
The Board of Directors have carried out an annual evaluation of its own performance, board committees, and individual directors including Chairman pursuant to the provisions of the Act.
The performance of the board was evaluated by the board after seeking inputs from all the directors on the basis of criteria such as the board composition and structure, effectiveness of board
processes, information and functioning, etc.
The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of criteria such as the composition of committees, effectiveness
of committee meetings, etc.
The Board and the Nomination and Remuneration Committee reviewed the performance of individual directors on the basis of criteria such as the contribution of the individual director to the board and
committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc.
The above criteria are broadly based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on January 5, 2017.
As the tenure of the Independent Directors were completed on March 25, 2021, the requirement for holding a separate meeting of independent directors by March 31, 2021 is not applicable to the
Company.
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In the board meeting and meeting of Nomination and Remuneration Committee, the performance
of the board, its committees, and individual directors was also discussed. Performance evaluation of independent directors was done by the entire board, excluding the independent director being evaluated.
14. Nomination and Remuneration Committee:
Earlier the Nomination and Remuneration Committee consists of Mr. S. Santhanakrishnan, Chairman of the Committee, Mr. Banmali Agrawala and Mrs. Neera Saggi, as its Members. Owing to retirement of Independent Directors of the Company on March 25, 2021, the Committee consist of only one
member i.e. Mr. Banmali Agrawala and was dismantled by the Board of Directors at its meeting held on May 24, 2021 w.e.f. April 01, 2021.
The Committee met three times during the year under review. The said meetings were held on June
26, 2020, July 06, 2020 and March 19, 2021. The details of the presence of Members are given herein below:
Name of the Member NRC Meeting Attendance
Mr. S. Santhanakrishnan, Chairman 3 out of 3
Mr. Banmali Agrawala 3 out of 3 Mrs. Neera Saggi 3 out of 3
The Company's policy on directors' appointment and remuneration and other matters provided in
Section 178(3) of the Act has been annexed to this report at "Annexure A- (a) and (b)" and is also available on www.tatarealty.in.
15. Internal Financial Control Systems and their Adequacy
Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory and secretarial auditors and external consultants and the reviews performed by management and the relevant Board
Committees, including the Audit Committee, the Board is of the opinion that the Company's internal
financial controls were adequate and effective.
The Company has in place adequate internal financial controls with reference to financial statements.
During the year, such controls were tested and no reportable material weakness in the design or
operation was observed. In the opinion of the Auditors of the Company, there exist an adequate internal control procedure commensurate with the size of the Company.
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monitoring & reporting to provide management, the board of directors with the assurance that key risks are being effectively managed. As per the said Policy, a Risk Management Steering Committee
('RMSC') comprising of MD & CEO and Functional Heads has been formed. The charter and policies provide the overall framework for Risk Management process which includes risk identification,
assessment, evaluation, treatment and other related process. The RMSC is the Apex Committee in the RM Organization structure comprising of key decision makers within the Organization. It is
responsible for adopting and implementing the RM Framework across the Organization. They are charged with the responsibility of taking decisions to manage the risks and also report about various
initiatives to the Board/ Audit Committee and other stakeholders on a regular basis.
Based on said ERM framework, the risks identified by the Company are reviewed by the executive team comprising of employees of the Company including the top management. Risk identification is
a continual process and appropriate mitigation plans are deployed as required. All the risks are evaluated on the count of occurrence and impact. Based on the risk ranking, high risk areas are identified and presented to the Audit Committee.
20. Particulars of Loans, Guarantees or Investments
Your Company falls within the scope of the definition "infrastructure company" as provided by the Act. Accordingly, the Company is exempt from the provisions of Section 186 of the Act (except Section 186(1) of the Act) with regards to Loans, Guarantees and Investments.
21. Related Party Transactions
In line with the requirements of the Act, the Company has formulated a Policy on Related Party Transactions (Policy), to ensure due and proper compliance with the applicable provisions of the Act. The said Policy also provides guidance for entering into transactions with related parties to
ensure that a proper procedure is defined and followed for approval / ratification and reporting of transactions as applicable, between the Company and its related parties.
During the year under review, all contracts / arrangements / transactions entered into by the
Company during the financial year with related parties were in the ordinary course of business and on an arm's length basis and did not attract the provisions of Section 188 (1) of the Act. Given that all the transactions entered by the Company during the year under review were at arm's length the
Company and in the ordinary course of business and that none of the transactions were material in nature, the disclosure of related party transactions as required under Section 134(3)(h) of the Act
in Form No. AOC-2 is not applicable to the Company for financial year 2020-21 and hence does not form part of this report.
• Tl\TI\
16. Audit Committee
Earlier the Audit Committee consists of Mr. Farokh N. Subedar, Chairman, Mr. S. Santhanakrishnan - Independent Director, Mrs. Neera Saggi - - Independent Director. Owing to retirement of
Independent Directors of the Company on March 25, 2021, the Committee consist of only one
member i.e. Mr. Farokh N. Subedar, Chairman of the Committee and was dismantled by the Board of Directors at its meeting held on May 24, 2021 w.e.f. April 01, 2021.
The Committee met 8 (Eight) times during the year under review. The said meetings were held on
April 16, 2020, June 26, 2020, July 06, 2020, August 24, 2020, October 23, 2020, November 04, 2020, February 24, 2021 and March 19, 2021. The details of the attendance of Members are given
herein below:
Name of the Member Audit Meeting Attendance
Mr. Farokh Subedar, Chairman 8 out of 8
Mr. S. Santhanakrishnan 8 out of 8
Mrs. Neera Saggi 8 out of 8
17. Auditors
The Shareholders of the Company at their Tenth Annual General Meeting held on
August 24, 2017, had appointed M/s. Deloitte Huskins and Sells LLP, Chartered Accountants as the Statutory Auditors of the Company for a term of 5 years commencing till the conclusion of fifteenth AGM of the Company to be held in the year 2022. The requirement to place the matter relating to
appointment of auditors for ratification by Members at every AGM has been done away by the Companies (Amendment) Act, 2017 with effect from May 7, 2018. Accordingly, no resolution is being
proposed for ratification of appointment of statutory auditors at the ensuing AGM.
18. Auditor's Report and Secretarial Audit Report
The statutory auditor's report and the secretarial audit report do not contain any qualifications, reservations, or adverse remarks or disclaimer. Secretarial audit report is attached to this report as
Annexure B.
19. Risk Management
The Company is governed by the Risk Management Charter and Policy Documents. An integrated
Enterprise Risk Management (ERM) Charter & Policy has been developed with the objective of establishing a common understanding & methodology for identifying, assessing, responding,
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monitoring & reporting to provide management, the board of directors with the assurance that key risks are being effectively managed. As per the said Policy, a Risk Management Steering Committee ('RMSC') comprising of MD & CEO and Functional Heads has been formed. The charter and policies
provide the overall framework for Risk Management process which includes risk identification,
assessment, evaluation, treatment and other related process. The RMSC is the Apex Committee in the RM Organization structure comprising of key decision makers within the Organization. It is responsible for adopting and implementing the RM Framework across the Organization. They are
charged with the responsibility of taking decisions to manage the risks and also report about various
initiatives to the Board / Audit Committee and other stakeholders on a regular basis.
Based on said ERM framework, the risks identified by the Company are reviewed by the executive
team comprising of employees of the Company including the top management. Risk identification is
a continual process and appropriate mitigation plans are deployed as required. All the risks are evaluated on the count of occurrence and impact. Based on the risk ranking, high risk areas are
identified and presented to the Audit Committee.
20. Particulars of Loans, Guarantees or Investments
Your Company falls within the scope of the definition "infrastructure company" as provided by the Act. Accordingly, the Company is exempt from the provisions of Section 186 of the Act (except Section 186(1) of the Act) with regards to Loans, Guarantees and Investments.
21. Related Party Transactions
In line with the requirements of the Act, the Company has formulated a Policy on Related Party Transactions (Policy), to ensure due and proper compliance with the applicable provisions of the Act. The said Policy also provides guidance for entering into transactions with related parties to
ensure that a proper procedure is defined and followed for approval / ratification and reporting of transactions as applicable, between the Company and its related parties.
During the year under review, all contracts I arrangements I transactions entered into by the
Company during the financial year with related parties were in the ordinary course of business and on an arm's length basis and did not attract the provisions of Section 188 (1) of the Act. Given that all the transactions entered by the Company during the year under review were at arm's length the
Company and in the ordinary course of business and that none of the transactions were material in
nature, the disclosure of related party transactions as required under Section 134(3)(h) of the Act in Form No. AOC-2 is not applicable to the Company for financial year 2020-21 and hence does not
form part of this report.
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22. Corporate Social Responsibility
The brief outline of the Corporate Social Responsibility (CSR) policy of the Company are set out in Annexure C. However, owing to the losses as per the calculation of net profit under Section 198 of the Act no contribution was made during the year under review towards CSR activities. The
disclosures as required under the Companies (Corporate Social Responsibility Policy) Rules, 2014 are set out in Annexure D of this report.
During the year under review, the CSR Committee consists of Mr. Banmali Agrawala, Chairman of
the Committee, Mr. S. Santhanakrishnan and Mr. Sanjay Dutt, as its Members. The Ministry of
Corporate Affairs on January 22, 2021 has notified the provisions of sections Companies (Amendment) Act, 2020, pursuant to which Section 135(9) has been inserted in the Act, wherein if the amount required to be spent by a company as CSR Expenditure does not exceed fifty lakh
rupees, the requirement for constitution of the Corporate Social Responsibility Committee shall not
be applicable and the functions of CSR Committee provided under this section shall, in such cases, be discharged by the Board of Directors of the company. Owing to which the Board of Directors at its meeting held on May 24, 2021, dismantled the CSR Committee w.e.f. April 01, 2021.
The CSR policy is available on website of the Company i.e. www.tatarealty.in.
23. Annual Return
As per the requirements of Section 92(3) and 134(3)(a) of the Act and Rules framed thereunder, the annual return for FY 2020-21 in the prescribed Form No. MGT-7 shall also be placed on the website of the Company at www.tatarealty.in.
24. Particulars of Employees
Disclosure pertaining to remuneration and other details as required under Section 197(12) of the Act read with Ru le 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed to the Report as Part A of Annexure F.
The statement containing names of top ten employees in terms of remuneration drawn and the particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) and 5(3)
of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is
provided in Part B of Annexure F. In terms of proviso to Section 136(1) of the Act, the Report and Accounts are being sent to the shareholders excluding Part B of Annexure F. The said Statement is also open for inspection at the Registered Office of the Company. Any member interested in
obtaining a copy of the same may write to the Company Secretary. None of the employees listed in
the said Annexure are related to any Director of the Company.
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25. Disclosure Requirements
The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively.
26. Deposits from Public
During the year under the review, the Company has not accepted any deposits from public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet.
27. Particulars of Energy Conservation, Technology Absorption and Foreign Exchange Earnings and Outgo
The particulars relating to the Conservation of Energy, Technology Absorption and Foreign Exchange
Earnings and Outgo as per Section 134(3)(m) of the Act read with the Rule 8(3) of the Companies (Accounts) Rules, 2014 are given in the "Annexure E" to this report.
28. Cost Auditors
Your Board has appointed M/s. Kishore Bhatia & Associates, (Firm Registration No 00294), Practicing Cost Accountant as Cost Auditors of the Company for conducting cost audit for the FY 20-21. A resolution seeking approval of the members for ratifying the remuneration payable to the Cost
Auditors for FY 2021-22 is provided in the Notice to the ensuing Annual General Meeting.
As required under Rule 8 of the Companies (Accounts) Rules, 2014, the Company confirms that it has prepared and maintained cost records as specified by the Central Government under sub-section
(1) of section 148 of the Act for the financial year ended March 31, 2021.
29. Details of significant and material orders passed by the Regulator or Courts or Tribunals impacting the Going Concern Status and Company's Operations in Future
During the year under review, there were no significant and material orders passed by any regulators or courts or tribunals impacting the going concern status and company's operation in future.
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30. Material changes and commitments, if any, affecting the financial position of the Company which have occurred between the end of the financial year of the Company and to which the financial statements relate and the date of the report
There are no material changes and commitments affecting the financial position of the Company
which have occurred between the end of the financial year of the Company to which the financial statements relates and the date of this report.
31. Disclosure under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013
The Company has zero tolerance for sexual harassment at workplace and has adopted a policy on
Prevention, Prohibition and Redressal of Sexual Harassment at workplace in line with the provisions
of the Sexual Harassment of Women at Workplace (Prevention, Prohibit ion and Redressal) Act, 2013 and the rules framed there under for Prevention and Redressal of complaints of Sexual Harassment
at workplace.
Prevention of Sexual Harassment Committee (POSH) \'Internal Complaints Committee'') is in place as per the policy and provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. There were no complaints relating to sexual harassment, pending at the beginning of financial year, received during the year and pending as on the end of
the Financial Year 2020-21.
32. Vigil Mechanism
The Company has formulated a Vigil Mechanism Policy (''the Policy''), under Section 177 of the Act with a view to provide a mechanism for employees and Directors of the Company to approach the
Ethics Counsellor to ensure adequate safeguards against victimisation. This policy is also placed on
the website of the Company at www.tatarealty.in and would help to create an environment where individuals feel free and secure to raise an alarm where they see a problem. It will also ensure that complainant(s) are protected from retribution, whether within or outside the organization and makes
provision for direct access to the chairperson of the Audit Committee in appropriate or exceptional
cases. We confi rm that during the financial year 2020-2021, no employee of the Company was denied access to the Chairman of Audit Committee. Further, one Whistle-blower complaint was
received by the Company which was considered as non-material after following the due process of
full investigation of the issue. The Board believes that there is no material impact of any such open matter on March 31, 2021, in the financial statements of the company.
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33. Acknowledgement
The Directors thank the Company's employees, customers, vendors, investors and academic partners for their continuous support.
The Directors also thank the Government of India, Governments of various states in India,
Governments of various countries and concerned Government departments and agencies for their co-operation.
By order of the Board of Directors For Tata Realty and Infrastructure Limited
Banmali Agrawala Chairman DIN: 00120029
Date: June 17, 2021 Place: Mumbai
Encl: Annexure A - (a.) Remuneration Policy- Directors, KMP and other employees
(b.) Advisory note NED remuneration Annexure B - Secretarial Audit Report (MR-3)
Annexure C - CSR Policy
Annexure D - Annual Report on CSR Annexure E - Conservation of Energy, Technology Absorption, Foreign Exchange Earnings & Outgo Annexure F - Details of Remuneration of Directors, Employees and comparatives
• TATA
Annexure A {a.)
REMUNERATION POLICY FOR DIRECTORS, KEY MANAGERIAL PERSONNEL AND OTHER EMPLOYEES
The philosophy for remuneration of directors, Key Managerial Personnel CKMP") and all other employees of Tata Realty and Infrastructure Limited f'Company") is based on the commitment of fostering a culture of leadership with trust. The remuneration policy is aligned to this philosophy.
This remuneration policy has been prepared pursuant to the provisions of Section 178(3) of the Companies Act, 2013 C'Act'') and Clause 49(IV)(B)(l) of the Equity Listing Agreement (''Listing Agreement'') . In case of any inconsistency between the provisions of law and this remuneration policy, the provisions of the law shall prevail and the company shall abide by the applicable law. While formulating this policy, the Nomination and Remuneration Committee ("NRC'') has considered the factors laid down under Section 178(4) of the Act, which are as under:
"(a) the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate directors of the quality required to run the company successfully;
(b) relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and
(c) remuneration to directors, key managerial personnel and senior management involves a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the company and its goals//
Key principles governing this remuneration policy are as follows:
• Remuneration for independent directors and non-independent non-executive directors
o Independent directors (''ID") and non-independent non-executive directors ("NED") may be paid sitting fees (for attending the meetings of the Board and of committees of which they may be members) and commission within regulatory limits.
o Within the parameters prescribed by law, the payment of sitting fees and commission will be recommended by the NRC and approved by the Board.
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o Overall remuneration (sitting fees and commission) should be reasonable and sufficient to attract, retain and motivate directors aligned to the requirements of the company (taking into consideration the challenges faced by the company and its future growth imperatives).
o Overall remuneration should be reflective of size of the company, complexity of the sector/ industry/ company's operations and the company's capacity to pay the remuneration.
o Overall remuneration practices should be consistent with recognized best practices.
o Quantum of sitting fees may be subject to review on a periodic basis, as required.
o The aggregate commission payable to all the NEDs and IDs will be recommended by the NRC to the Board based on company performance, profits, return to investors, shareholder value creation and any other significant qualitative parameters as may be decided by the Board.
o The NRC will recommend to the Board the quantum of commission for each director based upon the outcome of the evaluation process which is driven by various factors including attendance and time spent in the Board and committee meetings, individual contributions at the meetings and contributions made by directors other than in meetings.
o In addition to the sitting fees and commission, the company may pay to any director such fair and reasonable expenditure, as may have been incurred by the director while performing his/ her role as a director of the company. This could include reasonable expenditure incurred by the director for attending Board/ Board committee meetings, general meetings, court convened meetings, meetings with shareholders/ creditors/ management, site visits, induction and training (organized by the company for directors) and in obtaining professional advice from independent advisors in the furtherance of his/ her duties as a director.
•Remuneration for managing director ("MD")/ executive directors ("ED")/ KMP/ rest of the employees1
o The extent of overall remuneration should be sufficient to attract and retain talented and qualified individuals suitable for every role. Hence remuneration should be:
• Market competitive (market for every role is defined as companies from which the company attracts talent or companies to which the company loses talent)
• Driven by the role played by the individual,
• Reflective of size of the company, complexity of the sector/ industry/ company's operations and the company's capacity to pay,
• TATA 1Excludes employees covered by any long term settlements or specific term contracts. The remuneration for these employees would be driven by the respective long term settlements or contracts.
• Consistent with recognized best practices and • Aligned to any regulatory requirements.
o In terms of remuneration mix or composition,
• The remuneration mix for the MD/ EDs is as per the contract approved by the shareholders. In case of any change, the same would require the approval of the shareholders.
• Basic/ fixed salary is provided to all employees to ensure that there is a steady income in line with their skills and experience.
• In addition to the basic/ fixed salary, the company provides employees with certain perquisites, allowances and benefits to enable a certain level of lifestyle and to offer scope for savings and tax optimization, where possible. The company also provides all employees with a social security net (subject to limits) by covering medical expenses and hospitalization through re-imbursements or insurance cover and accidental death and dismemberment through personal accident insurance.
• The company provides retirement benefits as applicable.
• [In addition to the basic/ fixed salary, benefits, perquisites and allowances as provided above, the company provides MD/ EDs such remuneration by way of commission, calculated with reference to the net profits of the company in a particular financial year, as may be determined by the Board, subject to the overall ceilings stipulated in Section 197 of the Act. The specific amount payable to the MD/ EDs would be based on performance as evaluated by the Board or the NRC and approved by the Board.]2
2 To be retained if Commission is provided to MD/ EDs
• [In addition to the basic/ fixed salary, benefits, perquisites and allowances as provided above, the company provides MD/ EDs such remuneration by way of an annual incentive remuneration/ performance linked bonus subject to the achievement of certain performance criteria and such other parameters as may be considered appropriate from time to time by the Board. An indicative list of
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factors that may be considered for determination of the extent of this component are:
./ Company performance on certain defined qualitative and quantitative parameters as may be decided by the Board from time to time,
./ Industry benchmarks of remuneration,
./ Performance of the individual.]3 3 To be retained only if Commission is not provided to MD/ EDs
• The company provides the rest of the employees a performance linked bonus. The performance linked bonus would be driven by the outcome of the performance appraisal process and the performance of the company.
• Remuneration payable to Director for services rendered in other capacity
The remuneration payable to the Directors shall be inclusive of any remuneration payable for services rendered by such director in any other capacity unless:
a) The services rendered are of a professional nature; and b) The NRC is of the opinion that the director possesses requisite qualification for the practice of the profession.
• Policy implementation
The NRC is responsible for recommending the remuneration policy to the Board. The Board
is responsible for approving and overseeing implementation of the remuneration policy.
For Tata Realty and Infrastructure Limited
~ Managing Director & CEO
For Tata Realty and Infrastructure Limited
~~~ Banmali Agrawala Chairman DIN: 00120029
Date: June 17, 2021
Place: Mumbai
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Annexure A (b.)
Payment of sitting fees and commission for Non-Executive Directors
1. Introduction
This document (''Advisory Note'') serves as an advisory for payment of sitting fees and commission
to directors based on current and emerging best practices from both within and outside Tata
companies1• The document has been written from an Indian perspective and prepared keeping in
view the provisions of the Companies Act, 2013 (''Act") and the corporate governance requirements
as prescribed by Securities and Exchange Board of India (''SEBI'') under Clause 49 of the Equity
Listing Agreement ("Clause 49'') . In case of any inconsistency between the provisions of law and
this Advisory Note, the provisions of the law shall prevai l and the company shall abide by the
applicable law. In case there are any changes in the law, companies will have to comply with the
applicable amended provisions.
2. Principles
The principles governing sitting fees and commission are as follows:
• Overall remuneration (sitting fees and commission) should be reasonable and sufficient to attract, retain and motivate directors aligned to the requirements of the company (taking into consideration the challenges faced by the company and its future growth imperatives).
• Overall remuneration should be reflective of size of the company, complexity of the sector/ industry/ company's operations and the company's capacity to pay.
• Overall remuneration practices should be consistent with recognized best practices.
• The extent of remuneration should be as per the prescribed law.
• Quantum of sitting fees may be subject to review on a periodic basis, as required.
• 1
For the purpose of this document, a 'Tata company" shall mean Tata Sons Private limited and every company of which Tata Sons Private Limited or Tata Industries Limited or any company promoted by Tata Sons Private Limited or Tata Industries Limited is the promoter or in which such companies whether singly or collectively hold directly or indirectly 26% or more of the paid up equity share capital or in which the shareholding of such companies represents the largest Indian holding apart from holdings of financial institutions/ mutual funds or a company which is permitted by Tata Sons Private Limited to use the Tata brand/ name.
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3. Sitting Fees
• The quantum of sitting fees payable per meeting is to be approved by the Board of directors
f'Board''), based on the recommendation of the Nomination and Remuneration Committee
CNRC''), and shall remain applicable unless modified in the future by the Board based on the
recommendation of the NRC.
• As per the Rule 4 of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014, "A company may pay sitting fee to a director for attending meetings of the Board
or committees thereof, of such per meeting of the Board or committee thereof:
Provided that for independent directors and women directors, the sitting fee shall not be less
than the sitting fee payable to other directors."
• While determining the quantum of sitting fees payable, the Board may consider the quantum of
such fees paid in the past and follow a staggered approach for increasing the quantum upto the
prescribed limit.
• In case of Tata companies that currently and in the foreseeable future do not have adequate
profits to pay commission (in the judgment of their respective Boards), it is suggested that
quantum of sitting fees balance the need to attract the right caliber of directors and the
company's capacity to pay. The Board of such a company (supported by the NRC) may determine
sitting fees such that the total annual remuneration payable to each director (eligible for sitting
fees) amounts to at least Rupees six lakhs and does not exceed Rupees twelve lakhs. In case
the Board (supported by the NRC) is of the view that the total annual remuneration payable to
each director must exceed Rupees twelve lakhs, the matter would be referred to the NRC of the
parent/ holding company for consideration/ approval. The range of annual remuneration
provided herein are subject to review at least once in every 3 years by the Board (supported by
the NRC).
• However, it is recommended that t he per meeting sitting fees payable to current employees of
Tata companies who are non-executive directors CNED'') other than woman directors on Boards
of Indian Tata companies not exceed Rs.20,000.
• Sitting fees may vary for Board meetings and various committee meetings. Same amount of
sitting fees per meeting may be considered for Board meetings, Audit Committee meetings and
NRC meetings.
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• The Board and committees should meet as often as it is necessary in the best interest of the
company. Normally, we have observed that the frequency of meetings are typical ly as follows:
o Board meetings: 4-8 in a year
o Audit Committee: 6-8 in a year
o Nomination and Remuneration Committee: 3-4 in a year
o Committee of the Board: 6-8 in a year
o Other Committees: 1-3 in a year
However, it is the Board/ committee's discretion to have more frequent meetings, if so required.
• If any Board / committee meeting is held solely for approving a procedural matter, the directors
present may, at their entire discretion, resolve not to take any sitting fee for that meeting.
4. Commission
• The payment and computation of commission will be governed by guidelines issued in the past
in this regard
For Tata Realty and Infrastructure Limited
_ _ c=..--_-==::_~ ~ --Managing Director & CEO
For Tata Realty and Infrastructure Limited
Banmali Agrawala Chairman DIN: 00120029
Date: June 17, 2021 Place: Mumbai
D. A. KAMAT & Co Practicing Company Secretaries
Office: B-208, Shreedham Classic, Next to St. Johns Universal School, S. V. Road, Goregaon (W),Mumbai 400 104 Contact: +91- 7208023169, +91- 9029661169 | [email protected] |www.csdakamat.com
To,
The Members,
Tata Realty and Infrastructure Limited,
Mumbai
Subject: Secretarial Audit Report of the Company for the Financial Year 2020-21
We present herewith the Secretarial Audit Report for Tata Realty and Infrastructure Ltd, for the
Financial Year 2020-21 in terms of Section 204 of the Companies Act, 2013. Our report of even
date is to be read along with the following:
1. Maintenance of secretarial record is the responsibility of the management of the
company. Our responsibility is to express an opinion on these secretarial records based
on our audit.
2. We have followed the audit practices and processes as were appropriate to obtain
reasonable assurance about the correctness of the contents of the Secretarial records. The
verification was done on test basis to ensure that correct facts are reflected in secretarial
records. We believe that the processes and practices, we followed provide a reasonable
basis for our opinion.
3. We have not verified the correctness and appropriateness of financial records and Books
of Accounts of the company.
4. Where ever required, we have obtained the Management representation about the
compliance of laws, rules and regulations and happening of events etc.
5. The compliance of the provisions of Corporate and other applicable laws, rules,
regulations, standards is the responsibility of management. Our examination was limited
to the verification of procedures on test basis.
6. The Secretarial Audit report is neither an assurance as to the future viability of the
company nor of the efficacy or effectiveness with which the management has conducted
the affairs of the company.
D. A. KAMAT & Co Practicing Company Secretaries
Office: B-208, Shreedham Classic, Next to St. Johns Universal School, S. V. Road, Goregaon (W),Mumbai 400 104 Contact: +91- 7208023169, +91- 9029661169 | [email protected] |www.csdakamat.com
7. In view of the restrictions imposed by the Government of India on the movement of
people across India to contain the spread of Covid-19 pandemic, which led to the
complete lockdown across the nation, we have relied on electronic data for verification
of certain records as the physical verification was not possible.
Place: Mumbai
Date: 13.05.2021 Signature: Name of the Firm: D. A. Kamat & Co FCS No. 3843 CP No: 4965 UDIN: F003843C000291086
D. A. KAMAT & Co Practicing Company Secretaries
Office: B-208, Shreedham Classic, Next to St. Johns Universal School, S. V. Road, Goregaon (W),Mumbai 400 104 Contact: +91- 7208023169, +91- 9029661169 | [email protected] |www.csdakamat.com
FORM NO MR-3
SECRETARIAL AUDIT REPORT
FOR THE FINANCIAL YEAR 1ST APRIL, 2020 to 31ST MARCH, 2021
[Pursuant to Section 204(1) of the Companies Act 2013 and rule No.9 of Companies (Appointment and
Remuneration Personnel) Rules, 2014]
To,
The Members,
Tata Realty and Infrastructure Limited,
Mumbai
We have conducted the secretarial audit of the compliance of applicable statutory provisions
and the adherence to good corporate practices by Tata Realty and Infrastructure Limited
nner that provided
us a reasonable basis for evaluating the corporate conducts/statutory compliances and
expressing our opinion thereon.
filed and other records maintained by the company and also the information provided by the
Company, its officers, agents and authorized representatives during the conduct of the
secretarial audit, the explanations and clarifications given to us and there presentations made
by the Management and considering the relaxations granted by the Ministry of Corporate
Affairs due to the spread of the COVID-19 pandemic, we hereby report that in our opinion, the
company has during the audit period covering Financial Year from 1st April, 2020 to 31st March,
2021, complied with the statutory provisions listed hereunder and also that the Company has
proper Board processes and compliance mechanism in place to the extent, in the manner and
subject to the reporting made hereinafter:
D. A. KAMAT & Co Practicing Company Secretaries
Office: B-208, Shreedham Classic, Next to St. Johns Universal School, S. V. Road, Goregaon (W),Mumbai 400 104 Contact: +91- 7208023169, +91- 9029661169 | [email protected] |www.csdakamat.com
We have conducted the secretarial audit of the compliance of applicable statutory provisions
and the adherence to good corporate practices by the Company. Secretarial Audit was
conducted in a manner that provided me a reasonable basis for evaluating the corporate
conducts/statutory compliances and expressing our opinion thereon.
I. We have examined the books, papers, minute books, forms and returns filed, reports issued
by various fellow professionals and other applicable records and registers and maintained
by the Company for the Financial Year from 1st April, 2020 to 31st March, 2021 according to
the provisions of:
1. The Companies Act, 2013 (the Act) and the rules made there under
2. Foreign Exchange Management Act, 1999 and the rules and regulations made there under
to the extent of Foreign Direct Investment, Overseas Direct Investment and External
Commercial Borrowings as applicable in respect of the reporting towards their Foreign
Exchange Management Act, 1999:
3. The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations,
1992; (As applicable to Debt Listed Entity)
4. The Securities and Exchange Board of India (Listing Obligation and Disclosure
Requirements) Regulations, 2015 (As applicable to Debt Listed Entity)
5. The Securities and Exchange Board of India (Issue and Listing of Debt Securities)
Regulations, 2008; (As applicable to Debt Listed Entity)
During the period under review the Company has complied with the provisions of the Act,
Rules, Regulations, Guidelines, Standards, etc. mentioned above to the extent stated in this
Report.
II. Provisions of the following Regulations and Guidelines prescribed are not applicable
to the Company, for the financial year ended March 31, 2021 under report:-
D. A. KAMAT & Co Practicing Company Secretaries
Office: B-208, Shreedham Classic, Next to St. Johns Universal School, S. V. Road, Goregaon (W),Mumbai 400 104 Contact: +91- 7208023169, +91- 9029661169 | [email protected] |www.csdakamat.com
(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and
Takeovers) Regulations, 2011;
(b) The Securities and Exchange Board of India (Merchant Bankers) Regulations, 1992.
(c) The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee
Stock Purchase Scheme) Guidelines, 1999;
(d) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer
Agents) Regulations, 1993 regarding the Companies Act and dealing with client;
(e) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009;
and
(f) The Securities and Exchange Board(Buyback of Securities) Regulations, 1998;
(g) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements)
Regulations, 2009;
II. We have reviewed the information, documents, records, filings and other certificates or
confirmations received from fellow professionals for the period under review and the
representations made by the company and its officers on the systems, records and
compliances under other laws applicable to the Company. The list of major laws and acts
applicable to the company are stated in Annexure I to this Report.
III. We have examined the compliances of the applicable provisions of Secretarial Standards,
I and II issued by the Institute of Company Secretaries, India and notified by the MCA
u/s 118(10) as issued under the Companies Act, 2013.
We further report that:
The Board of Directors of the Company is duly constituted with proper balance of Executive
Directors, Non-Executive Directors and Independent Directors. The changes in the composition
of the Board of Directors that took place during the year under review were carried out in
compliance with the provisions of the Act.
D. A. KAMAT & Co Practicing Company Secretaries
Office: B-208, Shreedham Classic, Next to St. Johns Universal School, S. V. Road, Goregaon (W),Mumbai 400 104 Contact: +91- 7208023169, +91- 9029661169 | [email protected] |www.csdakamat.com
Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed
notes on agenda were sent in advance and a system exists for seeking and obtaining further
information and clarifications on the agenda items before the meeting and for meaningful
participation at the meeting.
Majority decision is carried through with unanimous consent of all the Board of Directors and
recorded as part of the minutes.
We further report that during the year under report, the Company has undertaken following
events / action h
referred laws, rules, regulations, guidelines, standards, etc. referred to above viz.
1. The Company has issued Unsecured, Redeemable, Non-convertible Debentures (NCD)
on Private Placement Basis on the following dates. These securities were listed on BSE
Limited.
Date of Issue Amount (Rs.)
12th November, 2020 4,00,00,00,000
23rd December, 2020 3,00,00,00,000
24th March, 2021 2,75,00,00,000
2. The Company has also issued and allotted 60,00,00,000 equity shares to Tata Sons Private
Limited, issued on rights Basis on 9th April, 2020.
3. Mr. Santhanakrishnan Sankaran and Mrs. Neera Saggi, ceased to be an Independent
Directors w.e.f. 25th March, 2021 on completion of their tenure and ceased to be members
of Board of Directors of the Company.
4. The Company has constituted committee of Directors to oversee the Acquisition of 26%
stake of TRIL IT4 Private Limited from Actis Treit Holdings No. 2 (Singapore) Pvt Ltd.
D. A. KAMAT & Co Practicing Company Secretaries
Office: B-208, Shreedham Classic, Next to St. Johns Universal School, S. V. Road, Goregaon (W),Mumbai 400 104 Contact: +91- 7208023169, +91- 9029661169 | [email protected] |www.csdakamat.com
5. The Board has approved the payment of remuneration to Mr. Sanjay Datt, MD & CEO of
the Company for two years i.e. 01st April, 2021 to 31st March, 2023 subject to the approval
of the Shareholders in General meeting.
6. The Company has obtained following approval from the Board of Directors for
investments and Corporate Guarantee and are within the limit as per the Provision of
Section 179 of the Companies Act, 2013:
Enhancement in investment limit in Gurgaon Construct Well Private Limited from Rs. 55 Crore to Rs. 160 Crore
Enhancement in investment limit in International Infrabuild Private Limited form Rs. 110 Crore to Rs. 140 Crore
Enhancement in investment limit in Arrow Infrastate Private Limited form Rs. 35 Crore to Rs. 245 Crore
Enhancement in investment limit in Gurgaon Realtech Limited from Rs. 25 Crore to Rs. 290 Crore
Provide Corporate Gaurantee for financing option for Debt facilities to be availed by Pune Sholapur Expressway Private Limited
Enhancement in investment limit in TRIL Urban Transport Private Limited form Rs. 978 Crore to Rs. 984 Crore
Provide Performance Bank guarantee of upto Rs. 91 Crore in favour of Pune Metropolitan Region Development Authority (PMRDA)
Investment in Tata Housing Development Company Limited for an amount not exceeding Rs. 500 Crore
Investment in TRIL IT4 Private Limited for an amount not exceeding Rs. 35 Lakhs Investment in Dharmshala Ropeway, project
Place: Mumbai Date: 13.05.2021
Signature:
Name of the Firm: D. A. Kamat & Co FCS No. 3843 CP No: 4965
UDIN: F003843C000291086
D. A. KAMAT & Co Practicing Company Secretaries
Office: B-208, Shreedham Classic, Next to St. Johns Universal School, S. V. Road, Goregaon (W),Mumbai 400 104 Contact: +91- 7208023169, +91- 9029661169 | [email protected] |www.csdakamat.com
Annexure I List of other Acts specifically applicable to the Company
Registered Office: Tata Realty and Infrastructure Limited.
E Block, Voltas Premises, T B Kadam Marg,
Chinchpokli, Mumbai City MH 400033
Major Acts applicable to the Company: Based on the list of other statutes provided by the
Company, taking into consideration the nature of business, the following list of Major Acts are
applicable to the Company.
a) Employees Provident Fund and Miscellaneous Provisions Act, 1952
b) The Maternity Benefit Act,1961
c) Employees State Insurance Act, 1948
d) Acts as prescribed under the Direct Taxes and Indirect Taxes
e) Payment of Gratuity Act, 1972
f) The Bombay Shops & Establishments Act, 1948
g) Employees Superannuation Scheme
h) Hazardous Waste (Management, Handling And Trans boundary Movement) Rules, 2008
i) Local laws as applicable to various offices of the Company
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Corporate Social Responsibility Policy Annexure "C"
1. PREAMBLE:
At TATA REALTY AND INFRASTRUCTURE LIMITED f'TRIL" or "the Company''), we are committed
to Tata Group's vision of Integrating environmental, social and ethical principles into the core
business, thereby improving the quality of life of the communities we serve and enhancing long
term stakeholder value. At TRIL, we are sensitive and concerned about the communities and region
we are operating. Thus believing that through sustainable measures, we would actively contribute
to the Social, Economic and Environmental Development of the Community.
2. CSR VISION AND MISSION:
The Company recognizes its responsibility towards the society and contributes significantly towards
the betterment of the local communities it serves.
We believe in creating value for the community we work and empowering our stakeholders by
touching the lives of one lakh people by 2025. The said vision- mission is proposed to be achieved
by implementing CSR programs in the key areas of Livelihood and Skill development, Healthcare,
Environment protection, Social development and relief.
Activities undertaken in the past:
The Company and its subsidiaries have a wide geographical stretch covering throughout the nation
and has voluntarily initiated numerous CSR activities during its recent past like;
Health:
Organizing awareness sessions on health and hygiene, free health check-ups and blood
donation camps in and around the project site.
Installation of water purification plants at schools near project sites.
Rural development programmes like support on providing a garbage vehicle and providing
ambulance support.
Environment Protection:
Undertaking plantation drives within the communities and schools to bring about an
awareness on environmental issues and creating balance ecosystem.
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Livelihood:
Entrepreneurship Development program (EDP) for socio-economically backward youth
involved in the construction sector.
Skill development program for the construction workers.
An onsite welfare facilitation program for construction workers to improve access to social
protection schemes.
Working towards women empowerment by introducing scholarship program for girls coming
from socio-economically challenged backgrounds.
Education:
Supporting educational institutes and universities in the conducting academic research.
Social Development and Relief:
Support to Informal Workers of Urban Areas to Combat Covid-19.
Support on improving medical infrastructure as a response to the Covid- 19 crises in the
nation.
3. DEFINITION ON CSR POLICY:
This CSR Policy is a statement containing the approach and direction given by the Board of a
company, taking into account the recommendations of the CSR Committee, and includes guiding
principles for selection, implementation and monitoring of activities as well as formulation of the
annual action plan.
4. OBJECTIVES OF THE POLICY:
Define the operational framework and to provide a pathway for undertaking CSR initiatives
for the company.
The Policy sets out the rules that need to be adhered to while taking up and implementing
CSR activities.
To lay down effective guidelines in carrying out CSR programs by aligning them to the areas
mentioned under the schedule 7 of companies Act 2013 and contribute efforts towards
meeting larger SDGs (Sustainable Development Goals) 2030.
The Company shall timely ensure appropriate utilization of contribution viz financial and human
resources to the benefit of the community at large.
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5. CSR THRUST AREAS AND FRAMEWORK:
The programs designed towards integrating wider perspectives of SDGs 2030 will reflect on doing a
responsible business and invest in Social good.
The CSR Framework developed for the next 3 years, focuses on the following areas of intervention,
which are in line with Schedule VII of Companies Act 2013 and beyond business as usual.
LIVELIHOOD AND
SKILL
DEVELOPMENT
HEALTHCARE
(Under Schedule 7,
(Under Schedule 7, point no. I and SDG 3,
point no. II and SDG 6)
1, 8, 10)
ENVIRONMENT
PROTECTION
SOCIAL
DEVELOPMENT AND
RELIEF
(Under Schedule 7, point (Under Schedule 7,
no. II and SDG 11, 13) point no. VII/XII and
Qualifying overall SDGs
and Schedule VII)
Enhancing skill -
for employability
Mapping existing
traditional
Designing and - Focusing on projects - Special projects to
livelihood
patterns and
enhancing their -
scope.
Supporting
entrepreneurship
development.
E.g. Upskilling
and reviving of
Bamboo crafts in
West Bengal.
implementing that have sustainable be undertaken basis
awareness
campaigns around
sanitation and
hygiene practices.
Addressing vital -
health issues in the
marginalized
communities.
E.g. Regular
Health awareness -
session for
Construction
labours and the
communities
around.
long-term impact and
that promotes use of
renewable energy and
recycling.
Enhancing biodiversity, -
natural resource
management and
mitigation of climate
change impacts.
E.g. Water Body
Restoration in Rural
outskirts of Chennai
and Solid waste -
Management project in
Bangalore-Rural.
immediate need and
thereby fulfilling the
objectives of the
policy.
Engaging with
communities
affected by natural
disasters, while
meaningfully
responding towards
strengthening their
resilience.
E.g. Covid relief
initiatives or
contribution to the
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Prime Minister's
National Relief
Fund.
6. COMPOSITION OF THE CSR COMMITTEE:
The Committee shall be constituted with following members only if the CSR expenditure amount to
be spent by a company exceeds fifty lakh rupees:
1) With minimum three directors of which at least one director shall be an Independent Director
from the Board of the Company; or
2) With minimum two directors from the Board of the Company, in case the company is not required
to appoint an independent director under sub-section (4) of section 149 of the Companies Act
2013 ("the Act").
If the CSR committee is not required to be constituted by the Company as per provisions of the
Companies Act, 2013, the Responsibility of CSR Committee as per the provisions of the Companies
Act, 2013, be discharged by the Board of Directors of the Company.
Mandate of the Corporate Social Responsibility Committee:
As per provisions of Section 135 of the Act read with the Companies
{Corporate Social Responsibility Policy) Rules, 2014 (as amended), the CSR Committee
shall:
i. Formulate and recommend to the Board, a Corporate Social Responsibility Policy which shall
indicate the activities to be undertaken by the Company in the areas or subject specified in
Schedule VII;
ii. Recommend the amount of expenditure to be incurred on the activities;
iii. Monitor the CSR Policy of the Company from time to time;
iv. To formu late and recommend to the Board an Annual Action Plan in pursuance of the CSR policy,
which shall include the following, namely:-
a) the list of CSR projects or programmes that are approved to be undertaken in areas
or subjects specified in Schedule VII of the Act,
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b) the manner of execution of such projects or programmes,
c) the modalities of utilisation of funds and implementation schedules for the projects
or programmes,
d) monitoring and reporting mechanism for the projects or programmes, and
e) details of need and impact assessment, if any, for the projects undertaken by the
company
v. Any other matter, which may be considered appropriate by the Committee for furtherance of
Company's CSR activities.
7. ADDITTONAL MANDATE:
i. Oversee the company's conduct with regard to its corporate and societal obligations and its
reputation as a responsible corporate citizen;
ii. Oversee activities impacting the quality of life of various stakeholders;
iii. Monitor the CSR Policy and expenditure of the material subsidiaries (material
subsidiary" means a subsidiary whose income or net worth exceeds ten percent of the
consolidated income or net worth, respectively, of the Company and its subsidiaries in the
immediately preceding financial year).
8. IMPLEMENTATION PROCEDURE/ ANNUAL ACTION PLAN:
The CSR programmes will be designed systematically with defined timelines, objectives and
deliverables. All the CSR initiatives will have well-defined KPis to measure impacts on target groups.
Every year Company review the existing programmes and will come out with Action Plan for
implementation of each of the CSR projects or programmes, which were approved by the CSR
Committee.
The company will collaborate with select NGO/ voluntary organization for the implementation of the
programmes. The engagement with the partner will be based on thorough due diligence process
and assessing the credibility of the organization.
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The Company shall during the financial year i.e. any time between ist April to 31st March every year,
carry out its above listed CSR activities. The CSR Committee shall, from time to time, decide on the
schedule.
The modalities of utilisation of funds and implementation schedules for the projects or programmes:
The funds required for utilization on CSR activities shall be allocated out of the profits of the
Company. The Company shall spend on CSR activities an amount of at least two percent of the
average net profits, made during the three immediately preceding financial years. The average net
profit shall be reckoned in accordance with the provisions of Section 198 of the Act.
However, in the absence of any profits, the Company may still volunteer to undertake/spend on CSR
activities.
The Company shall implement the CSR activities either on its own or by contributing in form of
donation to a registered trust I society.
The Committee may from time to time recommend selecting and implementing any of the CSR
activities enumerated above and to encourage employees to voluntarily participate in such activities
toward society's betterment and overall well-being.
9. MONITORING AND REPORTING MECHANISM:
The Committee may from time to time monitor proper implementation of its CSR activities, either
by itself or through appointed authorized representative or by appointing independent agency or as
it may deemed fit. The concerned person shall supervise and submit a report, containing details on
implementation of the CSR activities, to the CSR Committee of the Board.
Details of Impact Assessment, if any, undertaken by the Company:
The Company may on its own or engage the services of professional / independent agency in order
to do the impact assessment of selected or applicable projects or programmes on a periodic basis,
as may be required from time to time.
• TATA
10.POLICY GUIDELINES AND REVIEW
This CSR Policy has been formulated as per prevailing provisions of the Companies Act, 2013 (as
amended), the Companies (Corporate Social Responsibility Policy) Rules, 2014 (as amended) and
alter taking into considerations of Clarifications / FAQ issued by the Ministry of Corporate Affairs
(MCA) from time to time. However, if, due to subsequent changes in the law, a particular part
thereof may become inconsistent with the law, in such case the provisions of the law will prevail.
This CSR policy document wil l be reviewed from time to time. Any changes, if necessary will be
approved by the CSR Committee of the Board.
For Tata Realty and Infrastructure Limited
Banmali Agrawala Chairman DIN: 00120029
Date: June 17, 2021 Place: Mumbai
• TATA
ANNEXURE "D"
FORMAT FOR THE ANNUAL REPORT ON CSR ACTIVITIES TO BE INCLUDED IN THE
BOARD'S REPORT
1. A brief outline of the Company's CSR policy, including overview of projects or programs
proposed to be undertaken and a reference to the web-link to the CSR policy and
projects or programs:
The CSR policy outlines the objectives, composition of the Committee, CSR scope, activity schedule,
monitoring and reporting methods. The CSR policy can be viewed on the web-site of the Company
www.tatarealty. in
2. The Composition of the CSR Committee:
SI. No. Name of Director Designation I Number of Number of
(Identity of the Chairman) Nature of meetings of CSR meetings of CSR
Directorship Committee held Committee
during the year attended during
the year
1 Mr. Banmali Agrawala Chairman 0 0
2 Mr. Sanjay Dutt Member 0 0
3 Mr. S. Santhanakrishnan* Member 0 0
* During the year under review, Mr. S. Santhanakrishnan had completed his second term as Independent
Director of the Company on March 25, 2021 and ceased to be the Member of the Committee as on March
25, 2021.
As on March 31, 2021, the Committee comprised of Mr. Banmali Agrawala, Chairman and Mr. Sanjay
Dutt, as its Member. Further the Board of Directors at its meeting held on May 11, 2021, dissolved the
Committee.
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3. Web-link where Composition of CSR committee, CSR Policy and CSR projects approved
by the board are disclosed on the website of the company: www.tatarealty.in
4. Impact assessment of CSR projects carried out in pursuance of sub-rule (3) of rule 8 of
the Companies (Corporate Social Responsibility Policy) Rules, 2014, if applicable
(attach the report):
The Company was not required to implement, monitor and report any CSR activities, during the
year under review.
5. Details of the amount available for set off in pursuance of sub-rule (3) of rule 7 of the
Companies (Corporate Social Responsibility Policy) Rules, 2014 and amount required
for set off for the financial year, if any: N.A.
SI. No. Financial Year Amount available for set-off from Amount required to be setoff
preceding financial years (in Rs.) for the financial year, if any (in
Rs.)
- - - -
6. Average net profit of the company as per section 135(5) of the Act: Not applicable, as
Company have incurred losses (based on calculations made as per Section 198 of the Companies
Act, 2013) in last three financial years.
7. (a) Two percent of average net profit of the company as per section 135(5): The Company
was not required to spend mandatory 2% CSR expenditure for the year ended March 31, 2021, due
to reasons mentioned in item 6 above.
(b) Surplus arising out of the CSR projects or programmes or activities of the previous
financial years: N.A.
(c) Amount required to be set off for the financial year, if any: N.A.
(d) Total CSR obligation for the financial year (7a+7b-7c): N.A.
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8. (a} CSR amount spent or unspent for the financial year: N.A.
Total Amount Unspent (in Rs.)
Amount Total Amount Amount transferred to any fund specified under
Spent for the transferred to Schedule VII as per second proviso to section
Financial Unspent CSR Account 135(5).
Year. as per section
(in Rs.) 135(6).
Amount Date of Name of Amount Date of transfer
transfer the Fund
- - - - - -
(b} Details of CSR amount spent against ongoing projects for the financial year: N.A.
(1) (2) (3) (4) (5) (6) (7)
SI. No Name of the Item from the Local area Location of the Project Amount
Project. list of (Yes/No). project. duration.
allocated for
activities in State District the project (in
Schedule VII Rs.)
to the Act.
- - - - - - - -
(8) (9) (10) (11)
Amount spent in Amount transferred to Mode of Implementation - Mode of I mplementation - Through
the current Unspent CSR Account Direct (Yes/No) Implementing Agency
financial Year for the project as per Name. CSR registration
(in Rs.). Section 135(6) (in Rs.). number
- - - - -
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(c) Details of CSR amount spent against other than ongoing projects for the financial
year: N.A.
(1) (2) (3) (4) (S) (6) (7)
SI. No Name Item from Local area Location of the Amount Mode of
of the the list of (Yes/No). project. spent implementati
Project. activities for the on -
in project Direct
Schedule (in Rs.). (Yes/No)
VII to the
Act.
State District
- - - - - - - -
(d) Amount spent in Administrative Overheads: N.A.
(e) Amount spent on Impact Assessment, if applicable: N.A.
(f) Total amount spent for the Financial Year (8b+8c+8d+8e): N.A.
(g) Excess amount for set off, if any: N.A.
SI . No. Particulars
(i) Two percent of average net profit of the company as per section 135(5)
(ii) Total amount spent for the Financial Year
(iii) Excess amount spent for the financial year [(ii)-(i)]
(iv) Surplus arising out of the CSR projects or programmes or activities of the
previous financial years, if any
(v) Amount available for set off in succeeding financial years [(iii)-(iv)
(8)
Mode of Implementation -
Through Implementing
Agency
Name. CSR
registration
number
- -
Amount (in Rs.)
-
-
-
-
-
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9. (a) Details of Unspent CSR amount for the preceding three financial years: N.A.
SI. No Preceding Amount Amount Amount transferred to any fund Amount
Financial transferred to spent in the specified under Schedule VII as remaining to
Year Unspent CSR reporting per section 135(6), if any. be spent in
Account under Financial succeeding
section 135 Year (in Name of Amount Date of
financial
(6) (in Rs.) Rs.) the Fund (in Rs) transfer
years. (in Rs.)
- - - - - - - -
{b) Details of CSR amount spent in the financial year for ongoing projects of the
preceding financial year{s): N.A.
(1) (2) (3) (4) (5) (6) (7) (8) (9)
SI. No Project Name of Financial Project Total Amount Cumulative Status of the
ID the Year in which duration amount spent on amount project
Project the project allocated the spent at the Completed
was for the project in end of /Ongoing.
commenced. project the reporting
(in Rs.). reporting Financial
Financial Year. ( in
Year (in Rs.)
Rs).
- - - - - - - - -
10. In case of creation or acquisition of capital asset, furnish the details relating to the asset
so created or acquired through CSR spent in the financial year (asset-wise details): N.A.
(a) Date of creation or acquisition of the capital asset(s).
(b) Amount of CSR spent for creation or acquisition of capital Asset
(c) Details of the entity or public authority or beneficiary under whose name such capital
asset is registered, their address etc.
(d) Provide details of the capital asset(s) created or acquired (including complete address
and location of the capital asset).
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11. Specify the reason(s), if the company has failed to spend two per cent of the average
net profit as per section 135(5):
Not applicable, as Company have incurred losses (based on calculations made as per Section 198 of the
Companies Act, 2013) in last three financial years.
For Tata Realty and Infrastructure Limited
Banmali Agrawala Chairman of Board ~ DIN: 00120029
Date: June 17, 2021 Place: Mumbai
Sanjay Dutt Managing Director & CEO DIN: 05251670
.,.. TATA
Annexure "E"
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:
The particulars relating to the Conservation of Energy, Technology Absorption and Foreign Exchange
Earnings and Outgo as per Section 134(3)(m) of the Companies Act, 2013 read with the Rule 8(3) of the Companies (Accounts) Rules, 2014 are as under:
A. Conservation of Energy
Considering the nature of activities undertaken by the Company, the Company has taken certain
feasible initiatives/steps towards sustainability, which include initiatives which has impact on energy
conservation.
Steps taken or Impact on Conservation of Energy
Sustainability is an integral part of the Company's business philosophy. The Board of Directors of the Company has urged its stakeholders for undertaking appropriate steps for conservation of
energy. The Company has always endeavor to undertake appropriate steps for conservation of energy. In this regard, the Company has taken the following steps in the project:
a. Energy metering: Energy meters for external lighting, municipal water pumping, grey
water pumping (for flushing) and water pumping for landscaping; b. Installation of energy efficient equipment: Minimum 60% efficiency for pumps greater
than 3HP and !SI rated pumps for others, minimum 75% efficiency for motors greater than 3HP and !SI rated motors for others, elevators operating with intelligent group controls and
water level controllers; c. Electric Charging Facility for Vehicles: Electric Charging Facility shall be provided for 5
% of total parking; d. Use of maximum daylight: Use of maximum Day light in Apartments and common areas
by providing glazed windows facing South /North Direction;
e. Use of natural ventilation: Use of natural ventilation in Apartments and common areas by providing big size windows facing South /North Direction;
f. Energy efficient light fixtures: Use of Energy efficient fixtures like LED, TS having low
power consumptions; g. Low loss transformers: Use of Level 2 Transformers which have low / no load and full
load losses; h. Energy efficient air conditioning: Use of 5 star rated AC having low power consumption; i. Lighting Automation: Use of timers and other energy saving devices for common area
lights, in case of day time it will switch off through automation; and j. Home automation: Home Automation is done to reduce ideal mode power consumptions
of lights, fans, AC and other electrical devices.
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Steps taken by the Company for utilizing alternate sources of Energy
a. Employee awareness: The Company has in its day to day working environment have
urged its employees for usage of electronic gadgets which saves energy, encouraging carpooling, make them aware about water conservation, climate change, waste management and energy conservation with a view to encourage water and energy conservation.
b. Use of Solar Powered Lights in common areas and landscape to reduce power demand of
project. c. At Corporate Office, Company switch off 50% AC plant during lunch for one hour. The
Company has also kept water taps on low force setting to save water and used signage's to
minimize use of paper and water in washrooms. Further, Lights are switched off in pockets
beyond 6.30 pm as staff leaves. Waste bottled water is being used for cleaning and plants.
Capital investment on energy conservation equipment's;
During the year under review, the Company has not undertaken any capital investment on energy
conservation equipment.
B. Technology Absorption
(i) Efforts made towards technology absorption:
The Company endeavors to undertake alternatives for technology absorption. However, during the FY 2020-21, the Company has not undertaken activities relating to technology absorption.
(ii) Benefits derived like product improvement, cost reduction, product development or import
substitution:
The Company has not undertaken new technology implementation during the FY 2020-21.
(iii) Imported technology (imported during the last three years reckoned from the beginning of the
financial year)-
The Company has not imported any technology during the last three years immediately preceding
the FY 2020-21.
(iv) Expenditure incurred on Research and Development.
The Company has not incurred any expense on Research and Development during the FY 2020-21
• TATA
C. Foreign Exchange Earnings and outgo
Disclosure of information relating to Foreign Exchange earnings and outgo as required is already given in Notes, which forms part of the audited financial statements for the year ended March 31, 2021.
By order of the Board For Tata Realty and Infrastructure Limited
Banmali Agrawala Chairman
DIN: 00120029
Date: June 17, 2021 Place: Mumbai
.,. TATA
Part A "Annexure F"
DISCLOSURE OF MANAGERIAL REMUNERATION
a- The ratio of the remuneration of each director to the median remuneration of the employees of the Company for the financial year:
Sr. Name of Director No.
1 Mr. Banmali Agrawala*
2 Mr. Sanjay Dutt, Managing Director and CEO
3 Mr. Farokh Subedar*
4 Mr. Santhanakrishnan Sankaran*#
5 Ms. Neera Saggi*#
6 Mr. Rajiv Sabharwal*
* Not Applicable, as only sitting fees being paid # retired w.e.f. March 25, 2021
Ratio of Director's remuneration to the median remuneration of the employees of the Company for the financial year
NA
NIL (receive Annual remuneration)
NA
NA
NA
NA
b- The percentage increase in remuneration of each director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the financial year:
Sr. Name of Director and Key Managerial Percentage ( 0/o) increase in No. Personnel remuneration in the financial
year 1 Mr. Banmali Agrawala* NA
2 Mr. Farokh Subedar* NA
3 Mr. Santhanakrishnan Sankaran* NA
4 Ms. Neera Saggi* NA
5 Mr. Rajiv Sabharwal* NA
6 Mr. Sanjay Dutt, Managing Director and CEO 0%
7 Mr. Sanjat Sharma, Chief Financial Officer 0%
8 Mr. Sudhakar Shetty, Company Secretary 0%
*Not Applicable, as only sitting fees being paid
• TATA
c- The median remuneration of employees of the Company during the financial year 2020-21 was INR 27,50,000 annual salary & The percentage increase in the median remuneration of employees in the financial year: NIL
d- The number of permanent employees on the rolls of company: 119 e- Average percentile increase in the salaries of employees other than the managerial personnel was NIL; f- Average increase in remuneration of Managers (defined as MD and ED on the board of the Company) was
NIL. Reason:- N.A.
g- It is affirmed that the remuneration is as per the 'Remuneration Policy for Directors, Key Managerial Personnel and other employees, approved by the Board.
For the purposes of the above.-
(i) the expression "median" means the numerical value separating the higher half of a population from the lower half and the median of a finite list of numbers may be found by arranging all the observations from lowest value to highest value and picking the middle one.
(ii) if there is an even number of observations, the median shall be the average of the two middle values.
By order of the Board For Tata Realty and Infrastructure Limited
Banmali Agrawala Chairman DIN: 00120029
Date: June 17, 2021 Place: Mumbai
~~...--~~~~
~-~
fr. TATA
TATA REALTY ANI) INFRASTRUCTURE LTD.
STANDALONE FINANCIAL STATEMENT FOR THE YEAR
2020-2021
Deloitte Haskins & Sells LILP
INDEPENDENT AUDITOR'S REPORT
To The Members of Tata Realty and lCnfrastructure Limited Report on the Audit of the Standalone Financial Statements
Mumbai - 400 013 Maharashtra, India Tel : +91 22 6185 4000
Fax: +91 22 6185 4001
We have audited the accompanying standalone financial statements of Tata Realty and Infrastructure Limited ("the Company"), which comprise the Balance Sheet as at 31 March 2021, and the Statement of Profit and Loss (including Other Comprehensive Income), the Statement of Cash Flows and the Statement of Changes in Equity for the year then ended, and 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 financial statements give the information required by the Companies Act, 2013 ("the Act") in the manner so required and give a true and fair view in conformity with the Indian Accounting Standards prescribed under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended, ("Ind AS") and other accounting principles generally accepted in India, of the state of affairs of the Company as at 31 March 2021, and its loss, total comprehensive loss, 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 financial statements in accordance with the Standards on Auditing specified under section 143(10) of the Act (SAs). Our responsibilities under those Standards are further descr-ibed in the Auditor's Responsibility for the Audit of the Standalone Financial Statements section of our report. We are independent of the Company in accordance with the Codie of Ethics issued by the Institute of Chartered Accountants of India (ICAI) together with the ethical requirements that are relevant to our audit of the standalone financial statements under the provisions of the Act and the Rules made thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the ICAI's Code of Ethics. We believe t hat the audit evidence obtained by us is sufficient and appropriate to provide a basis for our audit opinion on the standalone financial statements.
Key Audit Matters
Key audit matters are those matters t:hat, in our professional judgment, were of most significance in our audit of the standalone financial statements of the current period. These matters were addressed in the context of our audit of the standalone financial statements as a whole, and in forming our opinion theireon, and we do not provide a separate opinion on these matters. We have determined the matter described below to be the key audit matter to be communicated in our report.
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Key Audit Matter Auditor's Response Determination of fair value •:>f investments
As at 31 March 2021, the Company had Investments in various subsidiaries and joint ventures which have been accounted for at fair value amounting to Rs. 5,28,144 lakhs (Refer note 5 to the financial statements).
The determination of the fair value of investments requires significant management judgement, due to various assumptions I estimates such as market rent levels, toll revenues, expenditure t:o be incurred, vacancy factors, prevailing market yields and market transactions, cash flows as well as impact due to COVID 19.
The valuation of unquoted investments is considered to be a key audit matter as this
We assessed the Company's process for the valuation of non-current investments carried at Fair Value which involved testing of the design and operating effectiveness of the internal controls and substantive testing as follows:
•
•
Evaluated the design of the internal controls relating to the valuation of non-current investments at Fair Value. Tested the operating effectiveness of controls for the review of assumptions and estimates used in evaluation of inputs for the purpose of fair valuation. We carried out a combination of procedures involving enquiry and observation, and inspection of evidence in respect of operation of these controls.
amount represents a very significant portion Principal of the total assets of the Company included performed: in the standalone financial statements,
audit procedures
coupled with use of significant management • ~udgements and estimates and use of Management's experts in determining the fair values, on the basis described above,
•
•
Assessed the management's maker / checker controls over preparation of the discounted cash flow model for the valuation of investments and controls over management's analysis of the variances in values in comparison with previous year. Ascertained whether the fair value of investments has been determined by external independent valuer, having appropriate professional expertise and recent experience in the location and category of the property underlying the investments being valued based on information and explanations provided by the management. Involved Internal Fair Value Specialists for reviewing the key assumptions used in valuation like
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Weighted Average Cost of Capital for the purposes of determining the discount rate, capitalisation rate, market rent levels, vacancy factor, toll road traffic growth/decline volume. Tested arithmetic accuracy of the cash flow models prepared by the Management.
• Performed analytical procedures by comparing assumptions and fair values on a year-on-year basis and obtained reasons for the variations.
With reference to the investment in an associate which was approved by the board of directors in their board meeting held on 25 March, 2021, the fair value was based on valuation report obtained from an independent registered valuer. This transaction being very close to the year end, management is of the view that there would be no change in fair value as at 31 March, 2021 (Refer Note 5 of financial statements).
Information Other than the Financial Statements and Auditor's Report Thereon
The Company's Board of Directors is responsible for the other Information. The other information comprises the information included In the Board of Directors report, but does not include the standalone financial statements and our auditor's report thereon.
• Our opinion on the standalone 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 financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the standalone financial statements or our knowledge obtained during the course of our 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.
Management's Responsibility for the Standalone 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 financial statements that give a true and fair view of the financial position, financial performance including other comprehensive loss , cash flows and changes in equity of the Company in accordance with
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the Ind AS and other accounting principles generally accepted in India. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding 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 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 financial statement that give a true and fair view and are free from material misstatement, whether due to fraud or error.
In preparing the standalone financial statements, management is responsible for assessing the Company's abi lity 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 Responsibility for the Audit of t he Standalone Financial Statements
Our object ives are to obtain reasonable assurance about whether the standalone 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 financial statements.
As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
• I dentify and assess the risks of material misstatement of the standalone 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 financial 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 system 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 the 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
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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 standalone 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 financial statements, including the disclosures, and whether the standalone financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
Materiality is the magnitude of misstatements in the standalone financial statements that, individually or in aggregate, makes it pmbable that the economic decisions of a reasonably knowledgeable user of the standalone financial statements may be influenced. We consider quantitative materiality and qualitative factors in (I) planning the scope of our audit work and in evaluating the results of our work; and (ii) to evaluate the effect of any identified misstatements in the standalone financial statements.
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 financial statements of the current period 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.
Report on Other Legal and Regulatory Requirements
1. 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 Other Comprehensive Loss, the Statement of Cash Flows and Statement of Changes in Equity dealt with by this Report are in agreement with the relevant books of account.
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d. In our opinion, the aforesaid standalone financial statements comply with the Ind AS specified under Section 133 of the Act.
e. On the basis of the written representations received from the directors as on 31 March, 2021 taken on record by the Board of Directors, none of the directors is disqualified as on 31 March, 2021 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 A". Our report expresses an unmodified opinion on the adequacy and operating effectiveness of the Company's internal financial controls over financial reporting.
g. With respect to the other matters to be included in the Auditor's Report in accordance with the requirements of section 197(16) of the Act, as amended, in our opinion and to the best of our information and according to the explanations given to us, the remuneration paid by the Company to its directors during the year is in accordance with the provisions of section 197 of 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 financial statements ;
ii. The Company has made provision, as required under the applicable law or accounting standards, for material foreseeable losses, if any, on long-term contracts including derivative contracts;
111. There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company.
2. As required by the Companies (Auditor's Report) Order, 2016 ("the Order") issued by the Central Government in terms of Section 143(11) of the Act, we give in "Annexure B" a statement on the matters specified in paragraphs 3 and 4 of the Order.
Place: Mumbai Date: 17 June 2021
For Deloitte Haskins & Sells LLP Chartered Accountants
(Firm's Registration No. 117366W/W-100018)
RaJesh K. Hiranandanl (Partner)
(Membership No. 36920) UDIN: 21036920AAAACBS701
Deloitte Haskins & Sells LLP
ANNEXURE "A" TO THE INDEPENDENT AUDITOR'S REPORT (Referred to in paragraph (f) under 'Report on Other Legal and Regulatory Requirements' section of our report of even date)
Report on the Internal Financial Controls Over Financial Reporting under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 ("the Act")
We have audited the internal financial controls over financial reporting of Tata Realty and Infrastructure Limited ("the Company") as of 31 March 2021 in conjunction with our audit of the standalone Ind AS financial statements of the Company for the year ended on that date.
Management's Responsibility for Intiernal Financial Controls
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 essentia l components of internal control stated in the Guidance Note on Audit of I nternal Financia l 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 company's policies, the safeguarding of its assets, tt"le prevention and detection of frauds and errors, the accuracy and completeness of the account ing records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.
Auditor's Responsibility
Our responsibility is to express an opinion on the Company's internal financial controls over financial reporting of the Company 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") issued by the Institute of Chartered Accountants of India and the Standards on Auditing prescribed under Section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financia l 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
Deloitte Haskins & Sells LLP
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
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, to the best of our information and accord ing to the explanations given to us, 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 31 March 2021, based on the criteria for internal financial control over financial reporting 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.
Place: Mumbai Date: 17 June 2021
For Deloitte Haskins & Sells LLP Chartered Accountants
(Firm's Registration No.117366W/W-100018)
Rajesh K. Hiranandani (Partner)
(Membership No. 36920) UDIN : 21036920AAAACB5701
Deloitte Haskins & Sells LLP
ANNEXURE B TO THE INDEPENDENT AUDITOR'S REPORT
(Referred to in paragraph 2 under 'Report on Other Legal and Regulatory Requirements' Section of our report of even date)
(i) (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of property, plant and equipment.
(b) The Company performs physical verification of its property, plant and equipment annually. In our opinion, the periodicity of physical verification is reasonable having regard to the size of the Company and the nature of its assets. According to the information and explanation given to us, no material discrepancies were noticed on such verification.
(c) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the title deeds of immovable properties, as disclosed in Note 4 to the standalone financial statements, are held in the name of the Company as at the balance sheet date.
(ii) As explained to us, the inventories were physically verified during the year by the Management at reasonable intervals and no material discrepancies were noticed on physical verification between physical stock and the books of accounts.
(iii) According to the information and explanations given to us, the Company has granted unsecured loans to eleven companies covered in the register maintained under Section 189 of the Companies Act, 2013, in respect of which:
(a) The terms and conditions of the grant of such loans are, in our opinion, prim a facie, not prejudicial to the Company's interest.
(b) According to the Information and explanations given to us, in respect of four unsecured loans, interest alon~~ with principal is repayable on demand and seven unsecured loans are interest free and the principal is repayable on demand. The Company has not demanded any loan during the year.
(c) There is no amount overdue for more than 90 days as at 31 March 2021.
(iv) In our opinion and according to the information and explanations given to us, the Company has complied with the provisions of Sections 185 and 186 of the Companies Act, 2013 in respect of grant of loans, making investments and providing guarantees and securities, as applicable.
(v) According to the information and explanations given to us, the Company has not accepted any deposit during the year as provided under Section 73 to 76 or any other relevant provisions of the Companies Act 2013. There are no unclaimed deposits any time during the year.
(vi) We have broadly reviewed the cost records maintained by the Company pursuant to the Companies (Cost Records and Audit) Rules, 2014, as amended prescribed by the Central Government under sub-section (1) of Section 148 of the Companies Act, 2013, and are of the opinion that, prima facie, the prescribed cost records have been made and
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maintained. We have, however, not made a detailed examination of the cost records with a view to determine whether they are accurate or complete.
(vii)According to the information and explanations given to us, in respect of statutory dues:
(a) The Company has generally been regular in depositing undisputed statutory dues, including Income-tax, professional tax, provident fund, work contracts tax, labour cess, Goods & Services Tax, cess and other material statutory dues applicable to it to the appropriate authorities.
(b) There were no undisputed amounts payable in respect of Income-tax, professional tax, provident fund, work cont racts tax, labour cess, Goods & Services Tax, cess and other material statutory dues in arrears as at 31 March 2021 for a period of more than six months from the date they became payable.
(c) Details of dues of Income-tax and Service Tax, which have not been deposited as on 31 March 2021 on account of disputes are given below:
Period to Name of the Nature of Forum whe1re dispute which the Amount Amount Statute Dues is pending amount involved Unpaid
relates Income Tax
Income Tax Income Tax Appellate
FY 2014-2015 4,43,65,426 4,43,65,426 Act, 1961 Tribunal - Mumbai Income Tax Income Tax Commissioner of Income FY 2016-2017 5,74,36,278 5,74,36,278 Act, 1961 Tax - Appeals - Mumbai
Finance Act, Commissioner of CGST & FY 2012-13, FY
1994 Service Tax Central Excise - Mumbai 2013-14, FY 5,07,64,442 5,07,64,442 2014-15
Finance Act, Service Tax
Commissioner of CGST & FY 2010-2011 26,721,775 26,721,775 1994 Central Excise - Mumbai
Finance Act, Commissioner of CGST & FY 2010-11, FY
1994 Service Tax
Central Excise - Nagpur 2011-12, FY 8,837,820 79,54,038 2012-13
Finance Act, Commissione1· of CGST & FY 2010-11, FY
1994 Service Tax Central Excise - Kochi 2011-12, FY 18,207,459 16,386,713 2012-13
Finance Act, Kerala VAT Commissioner of CGST &
20,010,000 20,010,000 1994 Central Excise - Kechi FY 2014-2015
(viii) In our opinion and according to t he information and explanations given to us, the Company has not defaulted in thie repayment of loans or borrowings from financial institutions and dues to debenture holders during the year. The Company did not have any outstanding dues to banks and government.
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(ix) The Company has not raised moneys by way of initial public offer or further public offer (including debt instruments) or term loans and hence reporting under clause (ix) of the CARO 2016 Order is not applicable.
(x) To the best of our knowledge and according to the information and explanations given to us, no fraud by the Company and no material fraud on the Company by Its officers or employees has been noticed or reported during the year.
(xi) In our opinion and according to the information and explanations given to us, the Company has paid / provided managerial remuneration in accordance with the requisite approvals mandated by the provisions of Section 197 read with Schedule V to the Companies Act, 2013.
(xii) The Company is not a Nidhi Company and hence reporting under clause (xii) of the CARO 2016 Order is not applicable.
(xiii) In our opinion and according to the information and explanations given to us the Company is in compliance with Section 177 and 188 of the Companies Act, 2013, where applicable, for all transactions with the related parties and the details of related party transactions have been disclosed in the financial statements etc. as required by the applicable accounting standards.
(xiv) According to the information and explanation given to us, during the year the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures and hence reporting under clause (xiv) of CARO 2016 is not applicable to the Company.
(xv) In our opinion and according to the information and explanations given to us, during the year the Company has not entered into any non-cash transactions with its directors or directors of its holding, subsidiary or associate company or persons connected with them and hence provisions of Section 192 of the Companies Act, 2013 are not applicable.
(xvi) The Company is not required to be registered under Section 45-IA of the Reserve Bank of India Act, 1934.
Place: Mumbai Date: 17 June 2021
For Deloitte Haskins & Sells LLP Chartered Accountants
(Firm's Registration No. 117366W/W-100018)
Rajesh K. H1ranandani Partner
(Membership No. 36920) UDIN: 21036920AAAACB5701
Tata Realty and Infrastructure Limited Balance Sheet as at 31 March 2021 {Currenc:t: Indian ru~ees In lakhs)
Particulars Note No. ~-t31 Mareh2021 As at 31 March 2020
ASSETS NON-CURRENT ASSETS
(a) Property, plant and equipment (PPE) 4 144721 1,5g4_84
(b) Intangible assets eaeo 77.70 (c) Right to use an asset 4 1292• 146.38 (d) Financial assets
(i) Investments 5 5.21.144 112 4,30,771 .34 (ii) Loans and advances 7 so.508n 3g,7og 1g
(ifl) Others 8 075 0.75 (e) Current tax assets (net) g 5 655 37 6,g34.68 (f) Other non-current assets 10 ••.922.16 12.11g,g5
TOTAL NON-CURRENT ASSETS 1,00,904.72 4,92,014.86
CURRENT ASSETS (a) Inventories 11 24.69503 3o_g57,33
TOTAL NON-CURRENT LIABILITIES 1,89,716.52 1,67,036.89
CURRENT LIABILITIES (a) Financial liabiltties
(i) Short-term borrowings 16 85.7116 66 g5_303.21 (ii) (a) Trade and other payables from Micro and Small Enterprises 17 (ii) (b) Trade and other payables other than Micro and Small Enterprises 17 3151 oe 3,185.65 (iii) Other financial liabilities 18 1.01758119 64,132.53
(b) Other current liabilities 22 2.201 71 3,084.76 (c) Short term provisions 1g 12325 184.56
TOTAL CURRENT LIABILITIES 1,73.13119 1,65,890.71
TOT Al EQUITY AND LIABILITIES 1.17.179.72 6,26,354.22
Significant accounting policies 1-3 Notes to the standalone Ind AS financial statements 4-47
The accompanying notes 1 to 4 7 form an integral part o f these standalone Ind AS financial statements.
As per our report of even date attached For Deloitte Haskins & Sells LLP Chartered Accountants (F irm's Registration No. 117366W I W-100018)
Rajesh K Hiranandani Partner
Mumbai Dated · 17 June 2021
For and on behalf of the Board of Directors of Tata Realty and Infrastructure Limited CIN: U70102MH2007PLC1683
~f\M~ Banmali Agrawala Cha~man
DIN • 00120029
Sanjay Dutt Managing Director DIN - 05251670
~ Sudhakar Sholty
Company Secretary
Membership No: A 13200 ~
Mumbai Dated : 17 June 2021
Tata Realty and Infrastructure Limited Statement of Profit and Loss for the year ended 31 March 2021 (Curre~ Indian ru~es in lakhs)
Note For they.. erldmd For the year
Particulars ended No. 31 .... dl2021
31 March 2020
Revenue from operations 23 12.450 13 17,584.54 Other Income 24 18,.80038 14,966.08
Ill Total Income (I +II) Z!l,.250.A9 32,55-0.62
IV Expenses: Cost or sale or flats 25 7.237&5 12,118.10 Employee benefits expense 26 5.1Xl8311 5,46g.96 Finance costs 27 2110&.44! 28,496.17 Depreciation and amortization expense 28 21881 1g1.ao
Loss on fair valuation of derivative contracts 2g 156.00 Other expenses 30 2.96145 6,441 .84 Total Expenses 31.318..56 52,717.87
v (loss) before tax (111-IV) (IJlllJlel (20' 167 .25) VI Tax expenses 31
VII (Loss) for the year (V-VI) (ll.&31.JC} (22,584.76)
VIII Other Comprehensive Income: A. Items that will not be reclassified to profit or loss
Remeasurements or defined benefrt (asset) / liability 15838 (17.31) Equity instn..menls fair valued through OCI n.n~51 835.21 Income lax relating lo ilems lhal will not be reclassified to profit or loss 21 (;l.26164) (3,4g2,47) B. Items that will be reclassified to proflt or loss
2!0,119.25 (2,674.57)
IX Total Comprehensive Income/ (loss) for the Year (Vll+Vlll) 11.132.91 (25,259.33)
x Earnings per equity share (Face value of INR 10 each) 33 Basic 10.80) (222) Diluted lDSO) (2.22)
Significant accounting policies t-3 Notes lo the standalone Ind AS financial statements 4-47 The accompanying notes 1 to 47 rorm an integral part of these standalone Ind AS financial statements.
As per our report of even date attached For Deloitte Haskins & Sells LLP Chartered Accountants (Firm's Registration No. 117366W I W-100018)
Rajesh K. Hlranandanl Partner
Mumbai Dated : 17 June 2021
For end on behatt of the Board of Directors of Tata Realty and Infrastructure Limited CIN· U70102MH2007PLC168300
~:-Chief Financial Officer
~\::::>~ Sanjay Dutt Managing Director DIN • 05251670
~ Sudhakar Shetty Company Secretary
Membership No: A 13200
Mumbai Dated : 17 June 2021
Tata Realty and Infrastructure Limited Statement of Cash Flow for the year ended 31 March 2021 (Currency: Indian rupees in lakhs)
Partiadan
A CASH FLOW FROM OPERATING ACTIVITIES Loss before tax Adfu stme nts for :
Depreciation and amortisation expense {Gain) I Loss on $3/e of PPE (Gain) on sale of current Investments (Gain) on fair valuatkln of investments and denvabve Instruments Interest Income Unwinding of caU option premium Finance oosts Provis:on for credit Impaired Trade Receivables ProVision for impairment of Inter CXlfl>Qrate deposits Provision for employee benefits
Operating (loss) before wor1'ilng capital changes
Changes In worti:lng capital (Increase) I Decrease in trade receivables Decrease in inventories Decrease in advances, olher current assets and other non-current assets (Decrease) In trade payables, other ftnandal Hablblie5
Cash flows generated from operating actlvlties Tax refund I (paod)dunng the year(net)
Net cash flows generated from operating acdvtUes
B CASH FLOW FROM INVESTMENT ACTIVITIES Payment for purchase of Property, plant & eqUipment and 1ntang1b$e assets Proceeds on sale of Property, plant & equipment Proceeds from Ftxed deposfts 1.#lder lien With matunty Jess than 12 months Investment in subsidiaries and pot venture companlfts lnV'85tment In sharee of as50oa1a comp.3ny Proceeds from sale or lnvesbnents 10 subsidiary companies lnvestmeol in mutual funds Proceeds from sale of Investments in mutual funds Inter-corporate deposits refunded lnter'"COrporate deposits given Interest Received
A
Net cash Hows used In Investing Actfvhles B
C CASH FLOW FROM FINANCING ACTIVITIES Rights Issue Application Money Received (Refer Note 2) Proceeds from long-tenn t>orrowmgs Repayment of bng·tenn borrowings Proceeds from short-tenn bom>Wlngs Repayment of short-term borrowings Repayment of Inter corporate dpos1ts taken from relalE!CI parties Finance costs paid
Net cash flows from Financing ActMtles C
Net Increase/ (decrease) In cash and cash equtvalents
Cash and cash equrvalents at the beginning of tne year
Cash and cash equfvaJents al the end of year
Cash an d bank balances at the end of the year comprise of: Cashon Hand Balances with Bank Deposit Accounts With less than or equal to 3 months malunty
Total Balance
Note:
21H1 22S
(1011$4)
'" 111 ta) 1UU t7l
11121031 21.108•
86605 6,262 30 1.29111 l'll1 Jiil
(a 7'840) f'C)cCIOO 00 J
010 Cl.11 .. M) 2.-• ~SI
(11131181 33'110
87~CO ,_00! 130~
571140
For lh• ynr ended 31 W.rch 2020
191.80 (033)
(818.52) (6.737.53) (6,77911)
(574 09) 28.496.17
30600 51662
(116.84)
(20,167.25)
14,483.51 (5,683.68)
8,065.21 2,381 53
(921181 1,459.75
(69,203.94)
92.879 .24
445.25
25,580.30
006 97024
24.610.00 25,580.30
l The Cash flow statement has been prepared under the Indirect method as set out in tndlan Accounting Standard • 7 ('Ind AS 1') on Cash Flow Sta1emen1 presaibed in Companies (Indian Accounting Standard) Rules,, 2015, noufted under Section 133 of the Companles ACL 2013
2 On 9 April. 2020, the share applicaHon money of INR 120,000 lakhs was appropriated by issuance of 60.00.00.000 equity shares of INR 10 per share al a premium of tNR 10 per share.
Significant accounUn g pollcJes 1-3 Notes to the standalone Ind AS fln anclal statements 4-47 The accompanying rotes 1 to 47 form an Integral pan of these stanc1alone Ind AS Rnancial s1a1ements
As per our report of even date attached For Deloltte Haskins & Sells LLP Chartered Accountants (Firm's Registration No 117366W I W-100018)
Rajesh K. Hiranandanl Partner
M1Jrnba1 Dated 17 June 2021
For and on behalf of the Board of Directors of Tata Realty and In frastructure Limited
\~ ?===$.\:::>~ CIN U701~02H2007PLC161!
Sanman Agra Sanjay Dutt Chairman Managing Director OIN -00120029 DIN -05251670
Sudha Shetty
Company Seaeiary Member5hlp No· A 13200
Mumbai ~ / Oaled 11 June 2021 ~ v
Tata Realty and Infrastructure Limited Statement of Cash Flow for the year ended 31 March 2021 lCurrencv Indian rucees 1n lakhs)
Annuure to Cash Flow Reconciliation of financfna activities as oer reaulrement of oara 44A to E of Ind AS 7 Particulars
Long-11rm borrowing•
Non Convembk!i Debentures
ShorMerm borrowings
Commaraal Papers from Mut~ funds
Shon Term Loan lrom Bank
0th•,.. Share Apphcation Money
Finance costs
Total
Particulars
Long-term borrowings
Non Convertible Oebenluru Short-term borrowings Camm8fcial Papers from Mu:1uol funds
1n1er Corporate OepoS1ts
Short Term Loan from Bank
0th•~
Share ApphcalJon Money F 1nance costs
Total
t April 2020
I 79 500.00
78,000.00
20.00000
1 20.000 00 20,243 41
... 17.743.41
1 April 2019
I .82,500.00
77 500.00 14,000.00
4,117.86
18,224 61
2.96,3'2.47
Fimmcing c .. h Non..Cnh ChangH Flows lather ChanoHI
We have audited the accompanying consolidated Ind AS financial statements of TATA Realty and Infrastructure Limited ("the Parent") and its subsidiaries, (the Parent and its subsidiaries together referred to as "the Group") which includes the Group's share of loss in its joint ventures but does not include the Group's share of profit I ( loss) in its associate for reasons stated in Note 52 (d) (iii) to the consolidated financial statements, the amount thereof is not likely to be material, which comprise the Consolidated Balance Sheet as at 31 March 2021, and the Consolidated Statement of Profit and Loss (including Other Comprehensive Income), the Consolidated Statement of Cash Flows and the Consolidated Statement of Changes in Equity for the year then ended, and 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 and based on the consideration of reports of the other auditors on separate financial statements of subsidiaries and joint ventures referred to in the Other Matters section below, the aforesaid consolidated Ind AS financial statements give the information required by the Companies Act, 2013 ("the Act") in the manner so required and give a true and fair view in conformity with the Indian Accounting Standards prescribed under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended ('Ind AS '), and other accounting principles generally accepted in India, of the consolidated state of affa irs of the Group as at 31 March 2021, and their consolidated loss, their consolidated total comprehensive loss, their consolidated cash flows and their consolidated 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 specified under section 143 (10) of the Act (SAs). Our responsibil ities under those Standards are further described in the Auditor's Responsibil ity for the Audit of the Consolidated Ind AS Financial Statements section of our report. We are independent of the Group, its associate and joint ventures in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India (ICAI) together with the ethical requirements that are relevant to our audit of the consolidated Ind AS financial statements under the provisions of the Act and the Rules made thereunder, and we have fulfilled our other ethical responsibi lities in accordance with these requirements and the ICAI's Code of Ethics. 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 section below, is sufficient and appropriate to provide a basis for our audit opinion on the consolidated Ind AS fi nancial statements.
Deloitte Haskins & Sells LLP
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated I nd AS financial statement~ of the current _ peno_d. 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 t his matter '. We have determined t he matter described below to be t he key audit matt er t o be communicated in our report.
Key Audit Matter Auditors' Response
Impairment Assessment of certain Impairment assessment, using the results of Non-current asset(s): testing of fair values of investment at the
standalone financial statement level for determining impairment, if any, in the
The Group has the following account carrying amounts of non- current assets listed balances as disclosed in the consolidated alongside: balance sheet as at 31 March, 2021 : we assessed the Group's/Company's process and 1~------------.----·--.iControls around va luation of non-current
Particulars Amount investments ca rried at Fair Value which involved (Rs in testing of the design and operating effectiveness of
i1--------------+-l_a_k_h_s~•) _ _,1the internal cont rols and substantive testing as 1i.....::.In:...:.v..:....e=-=s=-=tc:...:m-'-e"'"n""-'t'-'p'-r_o_,_1p_e_rt_.:v _ __ -+-2~2_8~14_6 _ _,
1 fol I ows:
1i......:...R::.:..;iq""h_.:..;t=--t=-=o:....=us;;:_e=-:..a_;_n_a:....:s:....:s_e_t __ --+_1~2_3~4_0_3 _ _,1• Evaluated t he design of the internal controls I nvestment property under 84,875 relating to the valuation of non-construction current investments at Fair Value.
1~G:.::O:..:O:..:d:...:.w.:...:i.:..:.l I ....:o:..:..n=--c=-=o::..:n..:.:s:..:o:..:.I i:....:d:....:ac.:.ti:....:o-'-n--+-_1_9,...,,".:"" 0.,...5=-3-il • Tested the operating effectiveness of I ntangible assets under 1,73,215 cont rols around review of assumptions and development, under estimates used in evaluation of inputs for the Service Concession purpose of fair valuation. We carried out a Arranqements Intangible assets under Service Concession Arranqements
1,75,904 combination of procedures involving enquiry and observation, and inspection of evidence in respect of operation of these controls.
I nvestment using Equity
accounted Method
joint
125,343 Principal audit procedures performed:
(associate and ventures) •
In line with the consolidation procedures, investments in subsid iaries are eliminated In consolidated financia l statements and the underlying assets of • the subsidiaries are reflected in the consolidated financial statements as disclosed above. Investments in Associate and Joint ventures do not get eliminated and are reflected at cost adjusted for share of profit I ( loss) under equity method .
Assessed the management's maker I checker cont rols over preparation of the discounted cash flow model for the valuat ion of investments and controls over management's ana lysis of the variances in values in comparison with previous year. Ascertained whether the fair value of investments has been determined by external independent valuer, having appropriate professional expertise and recent experience in the location and category of the property underlying the investments being valued based on information and explanations provided by the management.
Deloitte Haskins & Sells LLP
All the investments referred above, • namely, in subsidiaries, associate and ~oint ventures have been accounted for at fair values in the standalone financial statements of the Company which is also the basis of determining whether any impairment in the above balances is required.
• The determination of the fair value of investments and consequently the determination of impairment, if any, in• values of the above stated non-current asset (s), requires significant management judgement, due to various assumptions I estimates such as market rent levels, toll revenues, expenditure to be incurred, vacancy factors, prevailing market yields and market transactions, cash flows as well as impact due to COVID 19.
Involved Internal Fair Value Specialists for reviewing the key assumptions used in valuation like Weighted Average Cost of Capital for the purposes of determining the discount rate, capitalisation rate, market rent levels, vacancy factor, toll road traffic growth/decline volume. Tested arithmetic accuracy of the cash flow models prepared by the Management. Performed analytical procedures by comparing assumptions and fair values on a year-on-year basis and obtained reasons for the variations. Compared that the fair value of each subsidiary and joint ventures (as considered in the standalone financials of the Company for the purpose of fair valuation) with their corresponding carrying value reflected in the appropriate non-current asset(s). I n cases where the carrying value exceeded the fair value, ensured that provision has been made for impairment
With reference to the investment in an associate The impairment assessment of the which was approved by the board of directors in carrying amount of the above stated their board meeting held on 25 March, 2021, the balances is considered to be a key audit fair value was based on valuation report obtained matter as these amounts represent a from an independent registered valuer. This significant portion of the total assets of transaction being very close to the year end, the Group included in the consolidated management is of the view that there would be no financial statements, coupled with use of change in fair value as at 31 March, 2021 (Refer significant management judgements and footnote 2 to Note 9 of consolidated financial estimates and use of Management's statements). experts in determining the fair values, on the basis described above, to assess whether any impairment exists.
The audit procedures followed for testin9 of the above referred account balances involves testing of fair values of investments at a standalone financial statements level of the Company and the results of the same are used for determining impairment, if any, in the audit of consolidated financial statements.
Information Other than the Financial Statements and Auditor's Report Thereon
• The Parent's Board of Directors is responsible for the other information. The other information comprises the information included in the Directors report, but does not include the consolidated Ind AS financial statements, standalone financial statements and our auditor's reports thereon.
Deloitte Haskins & Sells LLP
• 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 consol idated Ind AS financial statements, our responsibility is to read the other information, compc:1re with the financial statements of the subsidiaries and joint ventures audited by the other auditors, to the extent it relates to these entities and, in doing so, place reliance on the work of the other auditors and consider whether the other information is materially inconsistent with the consolidated I nd AS financial statements or our knowledge obtained during the course of our audit or otherwise appears to be materially misstated. other information so far as it relates to the subsidiaries and joint ventures, is traced from their financial statements audited by the other auditors.
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.
Management's Responsibility for the Consolidated Ind AS Financial Statements
The Parent's Board of Directors is responsible for the matters stated in section 134(5) of the Act with respect to the preparation of these consolidated financial statements that give a true and fair view of the consolidated financial position, consolidated financial performance including other comprehensive income, consolidated cash flows and consolidated changes in equity of the Group including its Associate and joint ventures in accordance with the Ind AS and other accounting principles generally accepted in India. The respective Board of Directors of the companies included in the Group and of its associate and joint ventures are responsible for maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Group and its associate and its joint ventures 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 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 Parent 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 associate and joint ventures are responsible for assessing the ability of the respective entities to continue as a going concern, disclosing, as applicable, matters related to goin~l concern and using the going concern basis of accounting unless the respective Boa1·d of Directors either intends to liquidate their respective entities or to cease operations, or has no realistic alternative but to do so.
The respective Board of Directors of the companies included in the Group and of its associate and joint ventures are also responsible for overseeing the financial reporting process of the Group and of its associate and joint ventures.
Deloitte Haskins & Sells LLP
Auditor's Responsibility 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 materia l 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 judgment 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 e1-ror, design and perform audit procedures responsive to those risks, and obtain audit evidience 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 financial 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 Parent has adequate internal financial controls system in pl.ace 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 the 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 associate 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 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 associate and joint ventures to cease to continue as a going concern.
• Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated 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, its associate and joint ventures 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 or business activities included in the consolidated Ind AS financial statements of which we are the independent auditors . For the other entities or business activities included in the consolidated financial statements, which have been audited by the other auditors,
Deloitte Haskins & Sells LLP
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.
Materiality is the magnitude of misstatements in the consolidated Ind AS financial statements that, individually or in aggregate, makes it probable that the economic decisions of a reasonably knowledgeable user of the consolidated financial statements may be influenced. We consider quantitative materiality and qualitative factors in (i) planning the scope of our audit work and in evaluating the results of our work; and (ii) to evaluate the effect of any identified misstatements in the consolidated financial statements.
We communicate with those charged with governance of the Parent 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.
Other Matters
(a) We did not audit the financial statements of six subsidiaries, whose financial statements reflect total assets of Rs.3,59,583 .32 lakhs as at 31 March, 2021, total revenues of Rs.49,784.92 lakhs and net cash inflows amounting to Rs.1,203.66 lakhs for the year ended on that date, as considered in the consolidated financial statements. The consolidated financial statements also include the Group's share of net loss of Rs. 917 .07 lakhs for the year ended 31 March, 2021, as considered in the consolidated financial statements, in respect of three joint ventures, whose financial statements have not been audited by us. These financial statements have been audited by other auditors whose reports have been furnished to us by the Management and our opinion on the Ind AS consolidated 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 subsection (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 the other auditors.
(b) The consolidated financial statements does not include the Group's share of profit/ (loss) in its associate, for reasons stated in Note 52 (d) (iii) to the consolidated financial statements, the amount thereof, which, in our opinion and according to the information and explanations given to us by the Management of the Parent, is not likely to be material to the Group, whose financial information have not been audited by us. These financial information are unaudited and have been furnished to us by the Management of the Parent and our opinion on the consolidated financial statements, in so far as it relates to the amounts and disclosures included in respect of this associate, in Note 52 (d) (iv) to the consolidated financial statements, is based solely on such unaudited financial information.
Our opinion on the consolidated Ind AS financial statements above 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 certified by the Management.
Deloitte Haskins & Sells LLP
Report on Other Legal and Regulato1ry Requirements
As required by Section 143(3) of the Act:, based on our audit and on the consideration of the reports of the other auditors on the separate financial statements of the subsidiaries and joint ventures entities referred to in the Other Matters section above we report, to the extent applicable 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 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 consolidated Ind AS financial statements have been kept so far as it appears from our examination of those books and the reports of the other auditors.
c) The Consolidated Balance Sheet, the Consolidated Statement of Profit and Loss including other Comprehensive Income, the Consolidated Statement of Cash Flows and the Consolidated Statement of Changes in Equity dealt with by this Report are in agreement with the relevant books of account maintained for the purpose of preparation of the consolidated Ind AS financial statements.
d) In our opinion, the aforesaid consolidated financial statements comply with the Ind AS specified under Section 133 of the Act.
e) On the basis of the written representations received from the directors of the Parent Company as on 31 March, 2021 taken on record by the Board of Directors of the Company and the reports of the statutory auditors of its subsidiary companies and joint venture companies incorporated in India, none of the directors of the Group companies, its joint venture companies incorporated in India is disqualified as on 31 March, 2021 from being appointed as a director in terms of Section 164 (2) of the Act.
f) With respect to t he adequacy of the internal financial controls over financial reporting and the operating effectiveness of such controls, refer to our separate Report in "Annexure A" which is based on the auditors' reports of the Parent company, subsidiary companies and joint venture companies incorporated in India. Our report expresses an unmodified opinion on the adequacy and operating effectiveness of internal financial controls over financial reporting of those companies.
g) With respect to the other matters to be included in the Auditor's Report in accordance with the requirements of section 197(16) of t he Act, as amended, in our opinion and to the best of our information and according to the 1:xplanations given to us, the remuneration paid by the Parent Company to its directors durl ng the year is in accordance with the provisions of section 197 of 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 consolidated Ind AS financial statements disclose the impact of pending litigations on the consolidated financial position of the Group, its associate and joint ventures.
Deloitte Haskins & Sells LLP
ii) Provision has been made in the consolidated I nd AS financial statements, as required under the applicable law or accounting standards, for material foreseeable losses, if any, on long-term contracts including derivative contracts.
iii) There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Parent Company, and its subsidiary companies, associate companies and joint venture companies incorporated in India.
Place: Mumbai Date : 17 June 2021
For DELOITTE HASKINS & SELLS LLP Chartered Accountants
(Firm's Registration No. 117366W/W-100018)
Rajesh K. Hiranandani
(Partner) (Membership No. 32690)
(UDIN: 21036920AAAACC8077)
Deloitte Haskins & Sells LILP
ANNEXURE "A" TO THE INDEPENDENT AUDITOR'S REPORT
Chartered Accountants
One International Center Tower 3, 27th - 32"d Floor
(Referred to in paragraph (f) under 'Report on Other Legal and Regulatory Requirements' sect ion of our report of even date)
Report on the Internal Financial Controls Over Financial Reporting under Clause ( i) of Sub-section 3 of Section 14 3 of the Companies Act, 2013 (" the Act ")
In conjunction with our audit of t he consolidated Ind AS financial statements of the Company as of and for the year ended 31 March 2021, we have audited the internal financial controls over financial reporting of TATA REALTY AND INFRASTRUCTURE LIMITED (hereinalter referred to as "Parent" and its subsidiary companies, which are companies incorporated in India, its joint ventures, which are companies incorporated in India, as of that date.
Management's Responsibility for Int1:!rnal Financial Cont rols
The respective Board of Directors of the Parent, 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 respective Companies 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 I ndia (!CAI)". These responsibilities include the design, impl1ementation and maintenance of adequate internal financial controls that were operating effectively for ensur ing the orderly and efficient conduct of its business, including adherence to th1e 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 t imely preparation of reliable fi nancial information, as required under the Companies Act, 2013.
Auditor's Responsibility
Our responsibi lity is to express an opinion on the interna l financia l controls over financial reporting of the Parent, its subsidiary companies and its joint ventures, which are companies incorporated in India, 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") issued by the Institute of Chartered Accountants of India and the Standards on Auditing, prescribed under Section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financia l 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 financia l controls system over financial reporting and their operating effectiveness.
Deloitte Haskins & Sells LLP
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.
We believe that the audit evidence we have obtained and the audit evidence obtained by the other auditors of the subsidiary companies joint ventures, which are companies incorporated in India, in terms of their reports referred to in the Other Matters paragraph below, is sufficient and appropriate to provide a basis for our audit opinion on the internal financial controls system over financial reporting of the Parent, its subsidiary companies and its joint ventures, which are companies incorporated in India.
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 detai l, 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
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 to the best of our information and according to the explanations given to us and based on the consideration of the reports of the other auditors referred to in the Other Matters paragraph below, the Parent, Its :subsidiary companies and joint ventures, which are companies incorporated in India, have, 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 31 March 2021, based on the criteria for internal financial control over financial reporting established by the respective companies considering the essential components of internal control stated in the Guidance Note on Audit of Internal
Deloitte Haskins & Sells LLP
Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.
Our aforesaid report under Section 143(3)(i) of the Act on the adequacy and operating effectiveness of the internal financial controls over financial reporting insofar as it relates to six subsidiary companies and three j oint ventures, which are companies incorporated in I ndia, is based solely on the corresponding reports of the auditors of such companies Incorporated in India.
Our opinion is not modified in respect of the above matters.
Place: Mumbai Date: 17 June 2021
For DELOITTE HASKINS & SELLS LLP Chartered Accountants
(Firm's Registration No. 117366W/W-100018)
Rajesh K. Hiranandani
(Partner) (Membership No. 32690)
(UDIN : 21036920AAAACC8077)
Tata Realty and Infrastructure Limited Consolidated Balance Sheet as at3 1 March 2021 (Currency: Indian rupees m lakhs)
I ASSETS
l Noa-curn.01 assrts (al Propen), pb.nt and equ1pmcm (b} Capnill work-tn-progrcss (.::} lntangiblt assets· Software. (di lnverone<it propmy (e) R;ghllo use 3ll :wet
m lm·c:stmenJ: propm) under conslruction lg) GoodwiU on consolidarion {h) lmangibk :was under development, under StrvJce CoB:cssion
Arrangemcn1s-(i) lntangiblc asscu under Smicc Concession Arrangcmen1.s 0) Fmancial ""'ts
(i) lnvestmcnt isccountcd using Equity Me1hod (ii) Other lm cstmcnts \Iii} Other Fiooncial assrts
lk} D<fmed ""assets l~«I (ll Non current "" assets (Ne<)
(i) Trade and other recen11bl<s (ii) Cash and a.sh equivalents (iii) Bank balllll<CS Olher than (ii) abo>e (iv) Other Investments (v) Short·tcrm loans a.nd advances (vi) Other Firwnc:ial Wets
(cl Olh<r current assets
Cum.at asstU
II. EQUIT\ AND LIABILITIES I Equil)•
(a) Equjty share cap11al (b)(i) Oiher oquiiy
Eqllity auributlblc to owners (b)fii) N'on-corurolling. intcn::s1s
? Non·Curnnl LiablUllts
l>l Fmanciol babilnies
ti) BorrowinJS (ii) Other financial liil.bilitics
( b) Long-term provisions
(c) Oefrned w. lfobilitics (Net) (d) Other non-c.-urrm1 babilit1cs
3 Curnnt llabilitks (a) rDlancial babilitics
(i) ShoM tmn borTOwiny;s (ii) Trade and other payables
from Micro and Smlll Enterprises
TOT/\L ASSETS
from other than Micro rmd Small Enterpnscs !ml Other finan<W liabilities
(bl Other current li3bil1ues (c) Shon tmn proV1SK>ns (d) Curren1 ,._, Uab~n<S )Nc<)
TOTAL EQUITY /\ND LIABllLITIES
Sii:nllkaal ac:uunlillg pollc:I~
Noles to tbe c:on.soUdatfd Ind AS fina.ocla1s SflltmtdlS
Tht no1es referred above form in mtegral pan of 1hese c:onsolid31ed financial sta1cmmts As per our repon of even date a.11ached
1.55,182 1.19.765 6.096 7,901 4.382 l .777 1.756 1.756
2.50.337 2~.492
10,82.682 10.80.244
For a.nd OD bfbalf of the Board of DlrTC1ors or Tata Realty tnd lnfnulruc:tutt Limited
CIN U70102~Ul2007PLCl68JOO
Rajcsh K. Uirananda.nl
Part""
~O\M~r 81nmali Ag " la _,
c . DIN-001. 29
SanJay Oun ManagDis: Director D~ - 05251670
Mumbai 17 Junc1021
- / /Gru:. ~Otli=
Mwnbai 17 June 2021
Tata Realty and Infrastructure Limited Consolidated Statement of Profit and Loss for the year ended 31 March 2021 (Currency: lndian rupees in lakhs)
I n m
Revenue from operations Other income Total income (I +n)
fV Expenses
Cost of Oats sold Construction costs Employee benefit expenses Finance costs Depreciation and amortisation expense Other expenses
Total expenses (IV}
V Loss before share of profit/(loss) (net) from Associate I Joint Ventures and tax (ID- TV) VJ Add: Share of(loss) from Associate (Rs. Nil) and Joint Ventures (Refer Note 52) VTI Loss before tax (V-VT) YID Tax Expenses:
Current tax Deferred tax charge
IX Loss for the year (VJ I-VIII)
X Less: Share in loss transferred to non-controlling interest Xl Loss for the year attributable to owners (IX - X)
XII Other Comprehensive Income A Items that will not be reclassified to profit or loss
Remeasurcmenls of defined benefit liability Income tax relating to items that will nor be reclassified to profit or loss
B Items that will be reclassified to profit or loss
XllJ Total Comprehensive L•$S for the year {XI + Xfl) (Comprising Loss and Other Comprehensive£~ .1for the year after non-controlling interest)
XfV Earnings per equity share : (Face Value per share Rs. 10 each)
Note
36 37
38 39 40 41
J(b) 42
( I) Basic 43 (2) Diluted
Significant accounting policies
Notes to the consolidated lnd AS financials statements
The ooics referred above fonn an integral pan of these consolidated financ13J statemt:nts. As per our repon of even dare attached.
For DELOrTTE HASKJNS & SELLS LLP Chartered Acco1111ta111s
(Fmn·s Reg1strauon No I I 7366WIW-IOOO l 8)
3- 61
31 March 2021 31 March 2020
1,20,056 1,57.879 4,091 5,998
1,24,147 1,63,877
7,238 11,119 26,229 64,023 8,714 7.985
60,058 60, 186 20,934 17,251 29,394 37,95 1
1,52,567 1,99,515
(28,420) (35,638) (1 ,227) (198)
(29,647) (35,836)
517 353 169 300
(30,333) (36,489)
(882) (233) (29,451) (36,256)
176 3 (42) (I)
(29,317) (36,254)
(1.82) (3.56) (1.82) (3.56)
For and on behalf of the Board of Directors of Tata Realty and Infrastructure Limited
CIN: U70l02MH2007PLCl68300
Raj esh K. Hiranandani Partner
~~~~ c:a~~ , Ssnjay Dutt
Mana~~ng Director DIN - 05251670
Mumbai 17 June 2021
DIN · 00120029
(Q)~VJ--
~aySbarma Chief Financial Officer
~
~E.heny Company Secretary
Memb=bip No: Al3200
Mumbai 17 June 202 1
Tata Realty and Infrastructure Limited Consolidated statement of cash nows for the year ended 31 March 2021 (Currency: Indian rupees in laklJS)
A Cush nows from operating activiries :
(Loss) before 1111 Adjusted for-
Depreciation and amonisa1ion Excess provision y,rfitten back Profit on sale of current investments in Mutual Fund'.s Provision for credit impaired Trade Recf'ivablt:s no tonger requ~d wrinen back Provision for Major Maintenance of Rood Provision for Major Maintenance of Other Assets Mark 10 Markel loss I (gain) on Forward I Derivaliv<: Contracts Mark lo Market gain on current investmenis in Murual funds Provision for credil impaired Trade Receivables Provision for credit impaired lnter corporate deposits Advances written otT interest income Finance COSIS
Share of loss from joinr ventures Profit on sale of propeny, plant and equipment Provision for diminu1ion in value of lnvestments lmpairmem in value of lnlan&>ible assc1 under SCA and Building Loss on Sale ofNon·Curren1 lnvesunen1s Provision for Employee Benefits
Loss on sale of property, plant and equipment
Operating profit before working capital changes
Changes in working capital Decrease I (Increase) in T rade Receivables Decrease in lnventories Increase in Loans & Advances, Other Financial Assets and Other Current Assets Increase I (Decrease) in Trade payables Increase in Other fmancial liabilities, current and non cWTCat liabilities and proVlSions
Cash flows generated from operating activities Taxes paid (ne1 of refund received) Nel cash nows generated from operating activitie~:
U Cash flows from in\'esting ncth»ities : Payment for purchase and construction of property, plant and equipment Proceeds on sale ofprupcny. plam and equipmen1 Payments for iman&rible assets I mtangible assets umta development Payments for investmrnt property I investment property under construction lnvesnnent in joint ventures and associate Investment in equity shares of olher companies Procec~ from sale of investments in mutual funds lnvestments in mutual funds Redemption I (lnvestmeal) in li.ed deposits under lien (ne1) Proceeds on account of divestment of invcslmenls in subsidiaries lnterest received Net cash flows (used in) investing activities
C Cash flows from financing activities: (Repayment) I Proceeds from sh on 1enn borrow mgs ( nei) Proceeds from long 1enn borrowings (Repaymen1) of long tenn borrowings Rights Issue Application Money Received Finance costs paid Net casb flows (used in) I generated from financini:; activities
Net (decrease) I increase in cash and bank balane<~ (A+B+C) Cash and bank balances, beginning of the year Decrease in cash and cash equivalents due to divcstmc:m m subsidiaries Cash and bank balances, end of year (refer nole 17)
31 March 2021 J I Murch 2020
(29,647) 135.836)
20,93-1 17.251 ( 10)
(735) (892) (172)
1,818 1,219 183
2,252 1,103 (62) (435)
306 517 207
(2.683) (3,867) 60,058 60,186
1,227 198 (I)
8,456 lJ.314
314 346
2
62,149 51,404
930 ( 153) 6,458 10,13 1
(4,626) (1.130) 252 (3,584)
5,524 13.132
70,687 69,800 J,958 (l,855)
72,645 67,945
(298) (109) 107 15
(24,945) (68.281) (5,374) (23.651)
(56,339) (5.756) (49) (189)
2.46,424 3,78,060 (1,97,981) (4,46,530)
(J,467) 1,360 1,160 9,177 2,788 3,783
(37,974) (1,52,120)
(28,624) 4,840 1,67,424 99,216
(1,13,722) (47,330) 1.20,000
(71,489) (68.060) (46,41l) 1.08,666
(11,740) 24.490 29,940 5.921
(4) (471) 18,196 29.940
Tata Realty and infrastructure Limited Consolidated statement of cash flows as at 31 March 2021 (Co11tinued) (Cwrnicy: Indian rupees in bkhs)
Notes: I) Cash and bank balances include the following.
Cash and cash equivolents Cash balance Balance with scheduled banks;
· in current accounts · in deposit accounts
Reconciliation of financing ac1ivlties as per requirement of para 44A to E of Ind AS 7
I. The Cash flow statement has been prepared under the indire"t method as set out in lodian Accounting Standard - 1 ('Ind AS 7') on Casb Flow Statement prcscnbed in Companies (Indian Accounting Standard) Rules, 2015. ooufied under Sccuoo 133 of the Companies Act, 2013.
1. On I April, 2020. the share application money of Rs 120,000 lakhs was appropriated by issuance of 60.00.00,000 equity sh=s of Rs. 101- per share a1 a premium of Rs. IOI- per share
Significant accounting policies Noles to the consolidated Ind AS financial statements
2 3-61
The noles referred above fonn an m1egral pan of these consolidai.d financial statcmcms As per our n:pon of even date anached
For DELOITIE HASKINS & SELLS LLP Chartered Accountants (Finn's RegislTatioo No I 17366W/W-1000 18)
Rajesh K. Airanandanl Panner
Mumbai 17 June 2021
For a nd on behalf of the Boord or Dlreelors or Tula Reully a nd lnlrustructure Llmlled
CIN: U70 102MH2007PLC168300
--d
Sa njay Dutt Maoagmg D1reclor
DIN - 05251670
#tL / Sud;;fuShetty
Company Secretary Membe~hip No: Al3200
Mumbai 17 June2021
Chartered Accountants One International Center, Tower 3, 27th-32nd Floor, Senapati Bapat Marg Elphinstone Road (West),Mumbai – 400 013 Tel: +91 22 6245 1000
INDEPENDENT AUDITOR’S REPORT ON REVIEW OF INTERIM FINANCIAL RESULTS
TO THE BOARD OF DIRECTORS OF TATA REALTY AND INFRASTRUCTURE LIMITED 1. We have reviewed the accompanying Statement of Unaudited Financial Results of TATA REALTY
AND INFRASTRUCTURE LIMITED (“the Company”), for the quarter and nine months ended 31 December 2021 (“the Statement”), being submitted by the Company pursuant to the requirement of Regulation 52 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended.
2. This Statement, which is the responsibility of the Company’s Management and approved by the Board of Directors, has been prepared in accordance with the recognition and measurement principles laid down in the Indian Accounting Standard 34 “Interim Financial Reporting” (“Ind AS 34”), prescribed under Section 133 of the Companies Act, 2013 read with relevant rules issued thereunder and other accounting principles generally accepted in India. Our responsibility is to issue a report on the Statement based on our review.
3. We conducted our review of the Statement in accordance with the Standard on Review Engagements (SRE) 2410 ‘Review of Interim Financial Information Performed by the Independent Auditor of the Entity’, issued by the Institute of Chartered Accountants of India. A review of interim financial information consists of making inquiries, primarily of the Company’s personnel responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with Standards on Auditing specified under section 143(10) of the Companies Act, 2013 and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion
4. Based on our review conducted as stated above, nothing has come to our attention that causes us to believe that the accompanying Statement, prepared in accordance with the aforesaid Indian Accounting Standards and other accounting principles generally accepted in India, has not disclosed the information required to be disclosed in terms of Regulation 52 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended including the manner in which it is to be disclosed, or that it contains any material misstatement.
For Deloitte Haskins & Sells LLP Chartered Accountants
(Firm’s Registration No. 117366W/W-100018)
Rajesh K. Hiranandani
Partner (Membership No.36940)
UDIN:22036920ABXZOE9202 Mumbai 14 February 2022
TATA REALTY AND INFRASTRUCTURE LIMITED CIN: U70102MH2007PLC168300
E Block, Voltas Premises, T. B. Kadam Marg, Chinchpokli, Mumbai – 400 033 India.
(ii) To create mortgage or charge for the said borrowings, as security by way of mortgage /
hypothecation/ Pledge on the Company's assets (present and future) in favour of lending
agencies and trustees for the amounts borrowed not exceeding the aggregate of the paid-
up share capital and free reserves of the Company for the time being as per section 180
(1)(c) of the Companies Act, 2013 or a sum of Rs. 6,000 Crore, whichever is higher; and
As on date the Debt-Equity ratio is at 1.62 times. Consequent upon the proposed increase in
borrowing, the Company also has plans to raise funds through equity in near future, post which
the Debt Equity Ratio would be ~1.72 times.
The Board recommends the Ordinary Resolution as set out at item no. 2 & 3 of the Notice for
your approval.
None of the Directors or Key Managerial Personnel of your Company or their respective relatives
is deemed to be concerned or interested in the aforesaid resolution.
For Tata Realty and Infrastructure Limited
Rashmi Jain
Company Secretary
(ICSI Membership No.: A18978)
Date: April 07, 2022
Place: Mumbai
TATA REALTY AND INFRASTRUCTURE LIMITED CIN: U70102MH2007PLC168300
E Block, Voltas Premises, T. B. Kadam Marg, Chinchpokli, Mumbai – 400 033 India. Tel. 91 226661 4444 Fax: 91 226661 4452 Website: www.tril.co.in
Annexure XIV
1. SPV Industrial Minerals & Chemical Company (IMCC) Private Limited, wherein TRIL holds 74% equity stake Before the Bombay High Court Writ Petition No. 9536/2018 Deo Kalya Patil & Ors. .. Petitioners
Versus
Nagindas Shamjibhai Shah and Others .. Respondents
The Petitioners claim to be protected tenants on the Property bearing Plot Nos. 23 and 24, situated at Village Savli, Taluka Thane, MIDC Trans Thane Creek Zone, TTC Industrial Area, under the Bombay Tenancy and Agricultural lands Act. The Petitioners had filed a review petition before the Maharashtra Revenue Tribunal Mumbai (MRT) against MIDC and CIDCO for compensation due to acquisition of land by MIDC. IMCC and TRIL were not made a party to the said proceedings. By Order dated 12.09.2017, the MRT has rejected the claim of the Petitioners. The Petitioners have accordingly filed the present Writ Petition challenging the Order dated 12.09.2017 passed by the MRT. No reliefs have been granted till date to the Petitioners. Writ Petition is pending disposal.
(i) In the Court of Small Causes at Bombay (Bandra Branch)
L.E. & C SUIT NO. 65 OF 2019
TRIL IT4 Private Limited .. Plaintiff Verses Prana Studios Private Limited .. Defendant The Plaintiff has filed this suit against the Defendant being its tenant for (i) eviction from the licensed premises, (ii) recovery of arrears of rent and maintenance charges of Rs. 18,84,59,261/- payable upto 7th June 2019, (iii) mesne profits and other monetary reliefs. The Suit is pending disposal.
(ii) Before the Debt Recovery Tribunal
TATA REALTY AND INFRASTRUCTURE LIMITED CIN: U70102MH2007PLC168300
E Block, Voltas Premises, T. B. Kadam Marg, Chinchpokli, Mumbai – 400 033 India. Tel. 91 226661 4444 Fax: 91 226661 4452 Website: www.tril.co.in
Interim Application No. 46 of 2020 and in the Original Application (L) No. 1562 of 2019 by HDFC Bank Ltd. against Prana Studio’s Pvt. Ltd., wherein TRIL IT4 Pvt. Ltd. is the Respondent No. 3
The following reliefs are sought in the said Interim Application against TRIL IT4 Pvt. Ltd (Respondent No. 3): (a) That the Defendant No. 1 & 2 as also the Respondent No. 3 their Directors,
employees, managerial personnel, servants, agents acting directly and/or through their agents, servants, representative’s others be restrained by an order of injunction from alienating, dealing with, disposing of and/or creating any third party right and/or interest in the movable and immovable assets of the Defendant no. 1 & 2 including but not limited to the assets set out in Exhibit “A”.
(b) This Tribunal be pleased to direct the Respondent no. 3 to deposit the
security deposit of Rs. 3,30,60,000/- paid by the Defendant no. 1 under Leave and License Agreement directly to the Applicant and/or deposit the same with this Hon’ble Tribunal for the benefit of the Applicant
(c) This Hon’ble Tribunal be pleased to grant an order of injunction against
Respondent No. 3 acting directly and/or through its agents, servants, representatives, officers and/or otherwise from in any manner obstructing/hindering, denying access and/or preventing the representatives of the Applicant in entering the Licensed Premises at 901, 9th Floor, Infinity Park, Building no. 4 General A.K.Vaidya Marg, Dindoshi, Malad (East), Mumbai – 400097 and conducting an inventory and taking over physical possession of all movable assets of the Defendant No. 1 lying therein.
3. Project – Capitol Heights, a residential project implemented by TRIL in Nagpur
(a) Before State Consumer Disputes Redressal Commission, Nagpur
Consumer Complaint Case No. CC/17/14
Shri Purshottam Gangwani .. Complainant Versus
Tata Realty and Infrastructure Limited .. Opposite Party
The Complainant has filed Consumer Complaint against TRIL for (i) change of flat, (ii) return of home loan amount of approximately Rs.42 Lakh, (iii) compensation
TATA REALTY AND INFRASTRUCTURE LIMITED CIN: U70102MH2007PLC168300
E Block, Voltas Premises, T. B. Kadam Marg, Chinchpokli, Mumbai – 400 033 India. Tel. 91 226661 4444 Fax: 91 226661 4452 Website: www.tril.co.in
and other reliefs. In view of the order passed by the Commission, the Complainant has paid balance consideration and possession of the said flat has been handed over to the Complainant. The Complaint is pending disposal.
(b) Before the District Consumer Redressal Forum at Nagpur
Consumer Complaint Case No CC/380/2018 Suresh Umredkar .. Complainant Versus
Capitol Heights (Tata Reality Infrastructure Ltd.) and Others .. Opposite Party
The Complainant has filed Consumer Complaint against TRIL seeking direction against TRIL to refund the amount of Rs.10,00,000/- after making statutory deductions along with interest @ 24% from 2014 as per the terms and conditions of the Application Form. The Complainant has also claimed an amount of Rs.1,00,000/- towards mental agony and Rs.10000/- towards litigation cost. The application filed by TRIL for dismissal of the complaint on the ground of maintainability and pecuniary jurisdiction has been rejected by the Forum by its Order dated 29th July 2019. TRIL has filed a Revision Petition challenging the said Order dated 29th July 2019 before the State Commission. The State Commission has stayed the proceedings pending before the District Forum till the next date of hearing. The Consumer Complaint and the Revision Petition are pending disposal. (c) Before State Consumer Disputes Redressal Commission, Nagpur
Consumer Complaint Case No CC/415/19 Pankaj S/o Narendra Mudliar .. Complainant Versus Tata Realty & Infrastructure Ltd and Others .. Opposite Party
The Consumer has filed the said Consumer Complaint seeking direction against the Company (i) for payment of compensation of Rs. 10,19,824/- for deficiency in providing amenities along with interest at rate of 12% p.a. from the date of possession, (ii) to not charge the maintenance till all the amenities are provided and (iii) transfer of one-time maintenance charges and corpus fund in Society account. The Complaint is pending disposal.
(d) Before the District Consumer Redressal Forum at Nagpur
TATA REALTY AND INFRASTRUCTURE LIMITED CIN: U70102MH2007PLC168300
E Block, Voltas Premises, T. B. Kadam Marg, Chinchpokli, Mumbai – 400 033 India. Tel. 91 226661 4444 Fax: 91 226661 4452 Website: www.tril.co.in
CC. No. 670 of 2019 Aparna Manish Barsagde .. Complainant Versus Tata Realty and Infrastructure Ltd .. Opposite Party
Consumer Complaint bearing no. 670 of 2019, filed before the Consumer Disputes Redressal Forum, Nagpur by the following consumers of Capitol Heights and Others: Mrs. Aparna Manish Barsagde & Others
The following are the reliefs sought by them in the Complaint: i) To declare that the Opponent Company is adopting Unfair Trade Practise in
their day to day business ii) To direct the Opponent Company to adjust an amount of advance
maintenance charges paid by the Complainants at the time of delivery of possession to them towards maintenance for further period of 10 years from April 2019 i.e., the date of providing last amenity by the Opponent Company
iii) To direct the Opponent Company to render maintenance services to the Complainants as per their own commitment for further period of 10 years in the common premises.
iv) The Opponent Company be directed to pay compensation of Rs. 1,00,000/- to each complaint towards physical, mental and financial harassment and litigation expenses to the Complainant.
v) The Opponent Company for payment of Rs. 1,00,000/- towards litigation expenses
vi) Grant any other relief which may deem fit and appropriate in the facts and circumstances of the case in the interest of justice.
4. Project – Tritvam, a residential project implemented by TRIL in Kochi, Kerala
(a) Before the District Consumer Redressal Forum at Ernakulam
Consumer Complaint Case No CC/33/2019 S. Muhammad Haneef .. Complainant Versus Tata Real & Infrastructure Limited and Others .. Opposite Party
TATA REALTY AND INFRASTRUCTURE LIMITED CIN: U70102MH2007PLC168300
E Block, Voltas Premises, T. B. Kadam Marg, Chinchpokli, Mumbai – 400 033 India. Tel. 91 226661 4444 Fax: 91 226661 4452 Website: www.tril.co.in
The Consumer has filed the said Consumer Complaint seeking direction against the Company to pay (1) refund of excess amount of Rs. 6,27,125/- with an interest of 15% (2) Rate of interest at 15% on the amount of Rs. 1,35,64,453/- from 30.07.2016 till the date of actual possession and further interest till the date of realisation and (3) an amount of Rs. 10,00,000/- as damages for loss injury and hardship caused. The Complaint is pending disposal.
(b) Before the Consumer Disputes Redressal Commission at Thiruvananthapuram
Consumer Complaint Case No. CC No 82/2016 R. Malini .. Complainant
Versus
TRIF Kochi Projects Limited .. Opposite Party The Complainant has filed the Consumer Complaint against TRIL for (i) compensation of 30 Lakhs for delay in construction, (ii) direction to complete construction and (iii) furnish correct statement of accounts. No reliefs have been granted till date to the Complainant. The said complaint is pending disposal.
(c) Before The Honourable Subordinate Judge’s Court at Ernakulam
OS No.86 of 2019
Tata Realty and Infrastructure Limited .. Plaintiff Versus
Prashant George .. Defendant
The Plaintiff has filed the said suit against the Defendant, who is an ex-employee of the Company for recovery of an amount of Rs.67,67,814/- / along with interest at the rate of 12% per annum from date of filing of suit till actual realisation. The Court was pleased to attach one of the properties of the Defendant in pursuance of a conditional Order dated 30th March 2019. The Suit is pending disposal.
(d) In the Court of Judicial Magistrate, First Class I at Kochi
Criminal Case No.1074 of 2017 Tata Realty and Infrastructure Limited .. Complainant
Versus
TATA REALTY AND INFRASTRUCTURE LIMITED CIN: U70102MH2007PLC168300
E Block, Voltas Premises, T. B. Kadam Marg, Chinchpokli, Mumbai – 400 033 India. Tel. 91 226661 4444 Fax: 91 226661 4452 Website: www.tril.co.in
Prashant George .. Accused
The Complaint has filed the said complaint against the Accused, who is an ex-employee of the Company for committing fraudulent transaction and thereby causing an unlawful loss to the Company to the extent of Rs.51.4 Lacs and for making an unlawful gain of said amount to his account. The Complaint is pending disposal.
(e) NOTICE dated 29.11.2021 issued by Kerela RERA Authority in the matter of
Appellate Tribunal – Kerala RERA, REFA No. 19 of 2021 Vivek Krishnamoorthy
Versus Tata Realty and Infrastructure Ltd.
AND
BEFORE THE HONOURABLE HIGH COURT OF KERALA AT ERNAKULAM (Appellate Jurisdiction)No. ___ of 2021
(Against the Order dated 29.09.2021 of the Honourable Kerala Real Estate Appellate Tribunal, Ernakulam (K-REAT) in REFA No. 19 of 2021 arising from the Order dated 25.11.2020 on the files of the Kerala Real Estate Regulatory Authority (K-RERA) in Complaint No.207/2020) Between:-
Tata Realty and Infrastructure Limited: .. - Appellant Versus Vivek Krishnamoorthy and Other .. Respondent
The Customer had challenged the Kerala RERA Authority order dated 25.11.2020 and also challenge seeking direction to register the project but has also sought relief to set side public notice dated 27.12.2019 and public notice dated 22.02.2020 issued by K-RERA which itself states that the real estate projects that have obtained the Occupancy Certificates do not require registration before K-RERA and only partial completed building which has obtained partial completion certificate are registrable under the RERA Act. In the Appeal, the Complainant had also challenged the public notice dated 26.02.2019 issued by Kerala RERA which clarify applicability of the Act w.e.f 01.01.2020. The Complainant has challenged the public notices issued by KRERA
TATA REALTY AND INFRASTRUCTURE LIMITED CIN: U70102MH2007PLC168300
E Block, Voltas Premises, T. B. Kadam Marg, Chinchpokli, Mumbai – 400 033 India. Tel. 91 226661 4444 Fax: 91 226661 4452 Website: www.tril.co.in
in the Appeal which was not the subject matter of the Complaint which was filed before Kerala RERA, Authority The Appellate Tribunal vide order dated 29.09.2021 setaside the impugned order passed by Kerala RERA dated 25.11.2020 and matter has been remanded back to Kerala RERA for proper adjudication of issue regarding registration of the Project and refund of the amounts.
The Company has filed an Appeal before Kerala High Court at Ernakulam. challenging the order dated 29.09.2021 passed by Appellate Tribunal, RERA. Pursuant to the order dated 29.09.2021, RERA, Kerala has also issued a notice dated 27.11.2021, for hearing.
5. Before the Court of Civil Judge (Senior Division) Nagpur Special Civil Suit No. 227 of 2012 Rajendrakumar Agarwal & Others .. Plaintiff Versus TRIF Real Estate & Development Limited .. Defendant The Plaintiff, being the original land owner has filed the suit against the Defendant for recovery of a sum of Rs.5,30,49,284/- along with further interest at 24% per annum and other reliefs. The suit is pending disposal. Note: TRIL has divested its entire shareholding in TRIF Real Estate & Development Limited (TRIF). However, TRIL has agreed with the purchasing shareholder to handle the said suit for and on behalf of TRIF.
6. Before the High Court of Punjab & Haryana Appeal No. CA - CWP 23 of 2017 In Writ Petition No. 22265 of 2015/ CA-CWP 23 of 2017 Punjab Urban Development Authority .. Petitioner Versus TRIL Amritsar Project Limited .. Respondent
TATA REALTY AND INFRASTRUCTURE LIMITED CIN: U70102MH2007PLC168300
E Block, Voltas Premises, T. B. Kadam Marg, Chinchpokli, Mumbai – 400 033 India. Tel. 91 226661 4444 Fax: 91 226661 4452 Website: www.tril.co.in
PUDA has filed the said appeal challenging Order dated 24th March 2019 passed by the Punjab & Haryana High Court directing PUDA to refund the extension fees paid by the Company under protest along with the interest @ 9% p.a. from the date of deposit till the date of payment. The said Appeal is pending disposal. Note: TRIL has divested its entire shareholding in TRIL Amritsar Project Limited (TAPL). However, TRIL has agreed with the purchasing shareholder to handle the said appeal for and on behalf of TAPL.
7. Before the Kerala Real Estate Regulatory Authority
Complaint Case No.136 of 2021 Tritvam Apartment Owners Association .. Petitioner Versus Tata Realty and Infrastructure Limited .. Respondent Complaint filed for following reliefs:- 1. To direct the Respondent to compete the formality of execution and
registration of declaration, deed of apartment as required under the Kerala Act for the formation of the association of allottees, without any further delay;
2. To impose penalty on the Respondent Company at 5% of the Project cost for willfully disobeying the obligation cast on them as promoter under Section 11 f of the RERA Act and the terms of Annexure 1, Agreement for Sale;
3. To direct the respondent to return the amount of Rs.90,000/- expended by the Complainant association towards litigation charges for filing Writ Petition before the Kerala High Court for obtaining Annexure 4 Certificate under the Kerala Act with Interest as this Hon’ble Authority may consider appropriate; Interim Relief:- To issue directions to the Respondent Company to compete the formality of execution and registration of declaration, deed of apartment as required under the Kerala Apartment Ownership Act 1983 towards the formation of the association of allottees.
8. Before Kerela High Court, At Ernakulam
Arising out of order dated 12.08.2021 passed in REFA NO.27 OF 2021 by Appellate Tribuanl, Kerela RERA (Appeal before Appellate Tribunal arising out of order dated 23.04.2021 passed in CCP No. 110/2020 of the Adjudicating Authority, Kerala RERA) Between Unnikrishnan Chandran Pillai .. Complainant
TATA REALTY AND INFRASTRUCTURE LIMITED CIN: U70102MH2007PLC168300
E Block, Voltas Premises, T. B. Kadam Marg, Chinchpokli, Mumbai – 400 033 India. Tel. 91 226661 4444 Fax: 91 226661 4452 Website: www.tril.co.in
And Tata Realty and Infrastructure Limited .. Respondent The customer had filed a Complaint for refund of the amount of Rs, 16 lakhs being paid towards purchase of the Apartment i.e. 6A, Tower No. 5, Project Tritvam along with interest @18% per annum from 29.07.2019 till the date of actual return by the Company. Vide order dated 12.08.2021, the Appellate Tribunal disposed of the case and remanded back the matter before Adjudicating Officer / Authority Kerala for adjudicating whether the Project is required to be registered or not, grant of compensation and violation of section of 13 of RERA Act The Customer has filed two Appeal from Order as mentioned below; A. Appeal from Order No. 5 of 2021 challenging the rder dated 12.08.2021 passed
in REFA NO.27 OF 2021 by Appellate Tribuanl, Kerela RERA (Appeal before Appellate Tribunal arising out of order dated 23.04.2021 passed in CCP No. 110/2020 of the Adjudicating Authority, Kerala RERA.
B. Appeal from Order No. 4of 2021 challenging the rder dated 12.08.2021 passed
in REFA NO.21 OF 2021 by Appellate Tribuanl, Kerela RERA (Appeal before Appellate Tribunal arising out of order dated 23.04.2021 passed in Complaint No. 185 of 2020 passed by RERA Authority).
The Company is contesting the same.
9. Before the Kerala Consumer Disputes Redressal State Commission, Thiruvanthapuram
Complaint No.9 of 2021 Mr. Obaidulla M K and 13 Others Complainants Versus Tata Realty and Infrastructure Limited and Project Head, TRIL .. Opposite Party Complainants have prayed for refund of the amounts with interest.
10. BEFORE THE HONOURABLE SUBORDINATE JUDGE’S COURT AT ERNAKULAM
O.S No.129 of 2021
TATA REALTY AND INFRASTRUCTURE LIMITED CIN: U70102MH2007PLC168300
E Block, Voltas Premises, T. B. Kadam Marg, Chinchpokli, Mumbai – 400 033 India. Tel. 91 226661 4444 Fax: 91 226661 4452 Website: www.tril.co.in
Usha Varghese Petitioner Versus Tata Realty and Infrastructure Limited and Another .. Respondent The Petitioner has filed the application for attachment on the undivided share in the entire Property and Apartment Being No. 26 A of 26th Floor, 5th Tower, Tritvam Project.
11. BEFORE THE HONOURABLE SOLE ARBITRATOR JUSTICE N.K. BALAKRISHNAN, FORMER JUDGE, HIGH COURT OF KERALA A.R.C. No. 54 of 2021
Between:- Dr. Thomas K. Paulose .. Claimant And:- M/s. Tata Realty and Infrastructure Ltd. .. Respondent Claimant has filed a Statement of Claim against TRIL for recovery of amounts in relation to Apartment No.5A in Tower II at Tritvam.
12. Before the High Court of Kerala at Ernakulam
WPC 20630 of 2021 C.S Kumar and Another .. Petitioner Versus State of Kerala; amd The Competent Authority KAOA, Tritvam Apartment Owners Association and Others. Tata Realty and Infrastructure Limited is Respondent No.3. .. Respondent The Petitioners are seeking following reliefs:- i. Issue a writ of certiorari or any other appropriate order quashing Certificate of
Registration issued by 2nd Respondent in favour of Tritvam Apartment Owners
TATA REALTY AND INFRASTRUCTURE LIMITED CIN: U70102MH2007PLC168300
E Block, Voltas Premises, T. B. Kadam Marg, Chinchpokli, Mumbai – 400 033 India. Tel. 91 226661 4444 Fax: 91 226661 4452 Website: www.tril.co.in
Association, Respondent No.4 allegedly under KAOA, finding that it is not sustainable in law.
ii. Petitioners have also asked for an interim relief from the high court to stay the
impugned RWA registration certificate (under Kerala apartment ownership act 1983), which obtained the RWA on court direction lately.
14. Before the Consumer Disputes Redressal State Commission, Ernakulam
Complaint No.387 of 2021 Anil Kumar Nair .. Complainant Versus Tata Realty and Infrastructure Limited .. Respondent Complainant has prayed for the following reliefs before the Commission against the Respondent Company:- 1. To pass an order directing the Opposite Party to pay Rs.20,42, 400/- together with interest @ 18% per annum from 28.4.2020 to the date of payment; 2. To direct the Opposite Party to pay the cost of the Complaint; and 3. To grant such other reliefs, which are deem fit and proper in the circumstances of this complaint.
15. BEFORE THE HONOURABLE PRINCIPAL MUNSHIF COURT ERNAKULAM AT ERNAKULAM
O.S No.99 OF 2022 Tata Realty and Infrastructure Limited .. Plaintiff Versus Tritvam Apartment Owners Association and others .. Defendent Suit filed for permanent injunction restraining the Defendants and its employees and agents and persons under them from preventing the Plaintiff, its employees, guests and prospective purchasers from entering Tritvam Complex as well as accessing the common areas and facilities and the unsold apartments. Suit is also filed for a permanent injunction restraining the Defendants from placing any banners or other visual communication with derogatory and defamatory remarks against the Plaintiff and to remove any such banners if displayed in the common areas of Tritvam.
16. IMCC, Tril City, Navi Mumbai
TATA REALTY AND INFRASTRUCTURE LIMITED CIN: U70102MH2007PLC168300
E Block, Voltas Premises, T. B. Kadam Marg, Chinchpokli, Mumbai – 400 033 India. Tel. 91 226661 4444 Fax: 91 226661 4452 Website: www.tril.co.in
In the High Court of Judicature at Bombay Writ Petition 147 of 2022 Ashok Pandharinath Patil .. Petitioner Versus Nagindas Shamjibhai Shah (since deceased through his legal heirs) and Others .. Respondent Petitioners are claiming to be protected tenants under the Bombay Tenancy and Agricultural Lands Act, 1948 and thus are claiming to be owners of the land acquired by MIDC. Vide petition, the petitioner is challenging the order.
17. Before Civil Judge Senior Division, Dharamshala - Suit for Permeant Injunction 61/2018
Chander Kanta Plaintiff Versus State of H.P. & Others including TUTPL and DRL Defendants Plaintiff have filed the suit for permanent, prohibitory and mandatory injunction restraining defendants from alleged trespassing, erecting any posts, overhead structures, pillars setting up (passing over) ropeway as well as interference of any kind from Plaintiff's has also filed an application for injunction seeking ad interim relief. Matter is fixed for rehearing on TUTPL'S application for deletion of it from array of the parties, since judge has been changed. DRL has filed and application to dismiss the suit on the ground that it has become infructuous. Matter is adjourned to 30.04.2022. No changes in the status of the matter. Besides, no reliefs have been granted in the matter so far to the Plaintiffs. Amount Claimed: No amounts have been claimed the case is for grant of Injunction
18. SPV – Hampi Expressways Private Ropeways Limited (HEPL), a 100% stepdown subsidiary of TRPL
Before High Court of Karnataka at Bangalore - Writ Petition No. 12837/2021 (GM- RES) Shri Chandrahasa Reddy Petitioner Versus
TATA REALTY AND INFRASTRUCTURE LIMITED CIN: U70102MH2007PLC168300
E Block, Voltas Premises, T. B. Kadam Marg, Chinchpokli, Mumbai – 400 033 India. Tel. 91 226661 4444 Fax: 91 226661 4452 Website: www.tril.co.in
Union of India & Others including HEPL Respondents Petitioner has filed this writ petition for alleged unscientific construction of the drainage and narrowing of the canals resulting in flooding in Petitioner’s field causing damage to the crops and the Petitioner is seeking direction for award of compensation. HEPL and NHAI have engaged an advocate to defend the matter. The matter is yet to be listed. No reliefs have been granted by the Court to the Petitioner so far. Amount Claimed: No amounts have been claimed the case
19, SPV – TRIL Roads Private Limited (TRPL), a 100% subsidiary of TRIL Before -Delhi High Court - CS (COMM) 344/2019 TRPL Plaintiff Vs NHAI Defendant Civil suit has been filed seeking for refund of Rs. 22.72 Crores, being the bid security forfeited by NHAI together with interest amount of Rs 7.14 crores @ 12% till 15th April 2019 and with further interest @ 12% per annum until the realization of said amount. Pleadings are completed. Affidavit of admission and Denial has been filed. Matter was fixed for framing of issues on 06.01.2022 and was adjourned to 05.04.2022. Draft issues have been filed in Court Registry. Currently, the matter is adjourned to 10.05.2022 for making necessary submissions.
