GERA DEVELOPMENTS PRIVATE LIMITED• Vice President of CREDAI (Pune) since 2007 and has been on the managing committee since 1999 • AMDP in Real Estate from Graduate School of Design

GERA DEVELOPMENTSPRIVATE LIMITED

ANNUAL REPORT2018 - 2019

THERE IS NO KNOWNFORMULA FOR SUCCESS.BUT WE’VE FOUNDTHAT THE WILL TO OUTDOIS A CONSTANT.

KEY HIGHLIGHTS

FOR THE YEARTotal Revenue `502 cr.Total EBIDTA `117 cr.Total PAT `71 cr.Net Debt / Equity Ratio 0.61

‹Upgrade in corporate debt credit rating from

A+ to AA-

‹15%

growth year-on-year in Total Revenue recognised

11 ongoing projects with 2.5 million square feet of development

‹ 19% growth year-on-yearin Net Worth Sales receivables exceedbalance construction cost to complete all projects

THE BELIEFS THAT FORMOUR BLUEPRINT FOR SUCCESS:

The customer is alwaysour rst priority.Innovation is our passion.And every day is an opportunityto outdo.

A Corporate Overview

01 Introduction and Overview ......................................................................................................

02 Message from the Chairman ...................................................................................................

03 Message from the Managing Director ......................................................................................

04 Company Information and Management .................................................................................

05 Business Segments .................................................................................................................

06 Business Update ......................................................................................................................

07 Financial Update .....................................................................................................................

08 Awards and Recognition ..........................................................................................................

B Statutory Reports

01 Board’s Report with Annexures ................................................................................................

C Financial Statements

01 Standalone Financial Statements

Independent Auditors Report ...................................................................................................

Balance Sheet .........................................................................................................................

Statement of Prot & Loss ........................................................................................................

Statement of Cash Flows .........................................................................................................

Statement of Changes in Equity ...............................................................................................

Notes ......................................................................................................................................

02 Consolidated Financial Statements

Independent Auditors Report ...................................................................................................

Balance Sheet .........................................................................................................................

Statement of Prot & Loss ........................................................................................................

Statement of Cash Flows .........................................................................................................

Statement of Changes in Equity ...............................................................................................

Notes ......................................................................................................................................

D Notice and Explanatory Statements ..........................................................................................

INDEX

1

2

4

7

10

20

24

29

32

64

73

74

75

76

77

105

112

113

114

115

116

151

INNOVATION. INTEGRITY. EFFECIENCY.ALL ADD UP TO 365 DAYS OF OUTDOING.

CORPORATE OVERVIEW

WOMEN CAN BE GREAT LEADERS.WE KNOW IT, WE’VE SEENTHEM LEAD FROM THE FRONT.

Just one of the ideas that form our blueprint for success: The rst all-women project team that built Gera’s Misty Waters.

• A 48-year-old business with multi-city presence with more than 54 projects delivered and more than 5 million square feet of development.

• Philosophy and culture is ‘LET’S OUTDO’ - the desire to better our self each time.

• CORE VALUES of the company

• The company has extended benchmarks in the real estate realm in customer facing as well as operational areas with its constant innovation - India’s rst developer to offer a 5-year warranty (since 2004)

TM - India’s rst ChildCentric Homes - Pune’s rst intelligent building - India’s only developer to publish bi-annual real estate research reports - Use of mobile technology for better customer experience as well as construction quality tracking

• Balanced Business Portfolio in for-sale division - Residential segment presence straddles the mid, premium and luxury segments of the total projects under development. Residential - 59.5% (Including ) and Commercial - 40.5%TMChildCentric Homes (excludes low cost, affordable and super luxury categories) - Commercial presence across multi-sized boutique ofces, shops & restaurants • Large and growing commercial leased portfolio

• Only Private Developer in India with a credit rating of AA- or higher

• Amongst the Top 5 Real Estate Companies & number 8 Mid-Size Workplace in India certied by GREAT PLACE TO WORK INSTITUTE

CORPORATE OVERVIEW

1

INTRODUCTION AND OVERVIEW

- TRUST

- CUSTOMER FIRST

- QUALITY

- INNOVATION

Dear Shareholders,

Recent months have been momentous for India in more ways than one. The results of the elections

construed a big signal for growth and stability. The government that had brought in ground-breaking

reforms and policy changes, particularly in the real estate industry, came back with an emphatic mandate.

Reforms like GST, Insolvency Code, RERA, and other similar initiatives will put the country on an

accelerated path of growth. The year FY 2018-19 brought in consolidation to the real estate sector, as the

central government’s transformative agenda started to take effect.

I am happy to be putting pen to paper after a successful year for Gera Developments. We continue our

functions to be the most ethical and customer-centric residential real estate developer in India. I am

pleased to say that this year we are making signicant progress toward those goals. We have

strengthened our capabilities in many critical operation areas.

Our Balance Sheet has strengthened through strong operating cash ows, and thereby extended our

competitive advantages in the Real Estate Sector.

The Financial Results for the year were strong, our total income increased by 14.82 %, and stood at

`502.25 crore, EBITDA stood at `117.23 crore, and net prot increased by 4.84% to `71.93 crore.

Considering the overall market sentiment this has been a very signicant achievement by our team.

However new IND-AS accounting standards dictate that the P&L and operating performance for a given

period do not necessarily align. Project completion accounting, which only recognizes revenues from

projects after they are completed, means that the current period accounts reect largely what the

company sold three years ago.

For rapidly growing companies there is a further disconnect, as certain costs, such as marketing costs for a

higher base of sales, need to be expensed out immediately.

CORPORATE OVERVIEW | Annual Report 2018-19

MESSAGE FROM THE CHAIRMAN

2

These peculiarities ensure that reported earnings will signicantly lag operations, will be lumpy, and will

therefore, not be the best way to track our near term operating performance.

We continue to focus on some key metrics. Firstly, we track operating cash ow and construction cost

coverage, which for our industry is a critical performance measure, and is signicantly linked to efciency.

Another metric that we have introduced is customer Net Promoter Score (NPS) which is a rating of our

performance provided directly by our customers.

Our focus on design and execution coupled with strong corporate governance practices has also

supported meeting expectations despite subdued market sentiments.

The Indian real estate market has been in a down cycle for the past ve years. However, all the typical

indicators of the end of this down cycle are now present. First, the weak market, combined with difculties

in the nancial sector, means that supply has been low and is likely to remain low for the next couple of

years. However, because of our discipline in scal policy and strong governance, we feel this is a time to

accelerate our growth in the next nancial year.

I am grateful to the entire team at GDPL for their tremendous commitment towards our company’s growth.

I would like to thank our customers, joint venture partners, and business associates for their support.

Best wishes,

Kumar Gera

CORPORATE OVERVIEW

3

MESSAGE FROM THE MANAGING DIRECTOR

CORPORATE OVERVIEW

Dear Reader,

The headwinds continue to build for the real estate sector. Years of excesses and an expectation of a party

that never would end have inevitably led to tremendous pain for the sector. This pain is not only being felt

by developers but also by the entire nancial sector connected with real estate. The overall slowdown in

the economy further compounds the problem. Unless the government changes its stated direction and

introduces measures to boost demand in sectors beyond just the affordable housing market the pain will

continue to grow.

The silver lining however is that developers who followed the path of scal discipline, customer focus and

an approach based on following the rule of law continue to do well even in this challenging market.

Another positive outcome of this prolonged period of pain is that customers looking to buy homes are

nally looking towards quality developers with a track record of delivery and customer centricity.

Looking forward, we believe that as we continue to focus on customer delivery and customer experience,

we will be able to achieve the targets for growth and continue to perform in this market.

With best wishes,

Rohit Gera

4

The greatest reward for our passion to outdo:

GERA IS A GREAT PLACE TO WORKFOR THE SECOND CONSECUTIVE YEAR.

RANKED #8 AMONGST GREAT MID-SIZEWORKPLACES*.

®*Great Place to Work Institute is a global authority on building, sustaining and recognizing high-trust, high-performance work cultures. Mid-size workplaces are dened as those with 100-500 employees.

PromotersMr. Kumar Gera - ChairmanMr. Rohit Gera - Managing DirectorMr. Nikhil Gera - President US Operations

Members of Advisory BoardMr. B N KalyaniMr. Farhad Forbes

MentorMr. Deepak Parekh

Core Leadership TeamMr. Swapan Mukherjee - Chief Financial OfcerMr. Jayant Gosavi - Senior Vice President - ProjectsMr. Yogesh Dhoot - Senior Vice President - Marketing and Sales

Registered Ofce and Headquarters200, Gera Plaza, Boat Club Road, Pune 411001

US – Subsidiary’s Registered OfceOutdo Inc, 1127, Rahara Dr., Lafayette, CA, USA

Registrar and Share Transfer AgentLink Intime India Private LimitedC 101, 247 Park, L.B.S. Marg, Vikhroli (West), Mumbai – 400083

BankersICICI Bank Ltd. HDFC Bank Ltd.State Bank of India

Debenture TrusteeVistra ITCL (India) Limited, Mumbai

Legal AdvisorsAZB & Partners

Branch/Representative Ofce

Goa Ofce:Gera Developments Private LimitedG-18, Gera’s Imperium,Patto Plaza,Panjim, Goa - 403001

Mumbai Ofce: Gera Developments Private LimitedRegus, Plot C 59, Bandra Kurla Complex,

th9 Floor, Platina, G Block, Mumbai – 400051

Dubai Rep Ofce:Gera Developments Private Limited

th5 Floor, 502, Regus Nassima Tower,Sheikh Zayed Road, Trade Centre District, P.O. Box 124303, Dubai, UAE

Company SecretaryMr. Ashish Jangda - Company Secretary

AuditorsM/s Khandelwal Jain & Associates - Chartered Accountants - Statutory Audit

M/s Deloitte Haskins & Sells - Chartered Accountants - Internal Audit

7

CORPORATE OVERVIEW

COMPANY INFORMATION

For


MR. ROHIT GERAManaging Director

MR. NIKHIL GERAPresident US Operations

MR. KUMAR GERAChairman

8

PROMOTERS

• Over 26 years of real estate development experience• A graduate from the University of Massachusetts, USA with a double major in Building Construction & Project Management and in Economics• Vice President of CREDAI (Pune) since 2007 and has been on the managing committee since 1999• AMDP in Real Estate from Graduate School of Design - Harvard University

• Over 23 years of real estate experience in India and the USA with Vornado Realty Trust (NYSE: VNO). Led Vornado’s investments in India and oversaw Vornado’s California retail property portfolio• Graduate from the University of Pennsylvania (Wharton School of Business, USA) • Obtained his MBA from Yale University, USA

• Over 46 years of real estate development experience and is a Civil Engineer from the College of Engineering Pune• Founder President of CREDAI • Instrumental in conceptualising and building CREDAI as a common platform for all real estate developers across India• Served as President - Promoters Builders Association of Pune (PBAP) and VP - Federation of Promoters & Builders Associations of Maharashtra (FPBAM)

10

HINJAWADI, PUNE

Art

ist’

s im

pres

sion

BAVDHAN, PUNE

Art

ist’

s im

pres

sion

Art

ist’

s im

pres

sion

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ist’

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pres

sion

KADAMBA PLATEAU, GOA

Art

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s im

pres

sion

KHARADI, PUNE

BUSINESS SEGMENT - RESIDENTIAL

BUSINESS SEGMENT - CHILDCENTRIC™ HOMES

KESHAV NAGAR, PUNE

BUSINESS SEGMENT - COMMERCIAL

Art

ist’

s im

pres

sion

KHARADI, PUNE PANJIM, GOA

Art

ist’

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pres

sion

CORPORATE OVERVIEW

Note: All images are Artist’s Impressions and all projects are registered under RERA.

in saleable area (SF)

PRODUCT MIX

PIMPRI, PUNE

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ist’

s im

pres

sion

11

PANJIM, GOA

Art

ist’

s im

pres

sion


Art

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pres

sion

HINJAWADI, PUNE

Art

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s im

pres

sion

40.5%

31.3%

28.2%Residential (7.92 lac SF)

ChildCentric™ Homes (7.15 lac SF)

Commercial (10.24 lac SF)

12


PROJECTS UNDER CONSTRUCTION CHILDCENTRIC™ HOMES

Artist’s impression Actual Photo – Mar 2019

Ongoing

% of Area Sold #% Construction Completed

Land Ownership

% Paid for Land

Product Mix : 1/2/3 BHK Apartments (Apts) and 2/3 BHK Row Houses (RH)

1.96 SF*

95%

1.66 SF*

88%

53%

Acquired

100%

Apts RH

2/3 BHK Apartments

Product Mix

3.53 SF*

3.53 SF*

100%

100%

Acquired

Completed

Total Area


Land Ownership

% Paid for Land 100%KHARADI, PUNE

KADAMBA, GOA

# st*SF is saleable area in lakhs. Construction completion status as on 31 March, 2019.

PROJECTS UNDER CONSTRUCTION RESIDENTIAL - PUNE

Artist’s impression

Product Mix

53%

2.62 SF*

100%

100%

Acquired

Ongoing


Land Ownership

% Paid for Land

Product Mix

2.28 SF*Ongoing

5.5 Bedroom Villas

3.5/4.5 BHK Apartments

1.33 SF*

3.61 SF*

100%

15%

Forthcoming (PhIII &IV)

Total Area

% of Area Sold

% Construction Completed#

100%Land Ownership Acquired

BAVDHAN, PUNE

BAVDHAN, PUNE

100%% Paid for Land

CORPORATE OVERVIEW

13


PROJECTS UNDER CONSTRUCTIONRESIDENTIAL - PUNE


Product Mix

87%

1.87 SF*

75%

100%

Acquired

Ongoing


Land Ownership

% Paid for Land HINJAWADI, PUNE

KESHAV NAGAR, PUNE

1BHK / 2 BHK Duplex Apartments

Product Mix

66%

1.14 SF*

95%

Joint Venture

Ongoing


Land Ownership

2 / 2.5 BHK Apartments

14



CORPORATE OVERVIEW

15

GERA’S MISTY WATERS

Gera’s Misty Waters is the rst project to be built by

an all-women project team.

PROJECTS UNDER CONSTRUCTIONCOMMERCIAL - PUNE


Product Mix

HINJAWADI, PUNE

Ofce/Retail

89%

3.85 SF*

95%

100%

Acquired

Ongoing


Land Ownership

% Paid for Land

KHARADI, PUNE

Product Mix Ofce/Retail

70%

1.84 SF*

42%

100%

Acquired

Ongoing


Land Ownership

% Paid for Land

16



CORPORATE OVERVIEW

17

PROJECTS UNDER CONSTRUCTIONCOMMERCIAL - PUNE



91%

0.60 SF*

41%

100%

Acquired

Ongoing


Land Ownership

% Paid for Land PIMPRI, PUNE

Product Mix Ofce/ Retail

87%

1.89 SF*

95%

100%

Acquired

Ongoing


Land Ownership

% Paid for Land

PROJECTS UNDER CONSTRUCTION - COMMERCIAL - GOA

PANJIM, GOA


PROJECTS UNDER CONSTRUCTION COMMERCIAL - GOA



93%

1.45 SF*

100%

100%

Acquired

Ongoing


Land Ownership

% Paid for Land


76%

0.60 SF*

75%

100%

Acquired

Ongoing


Land Ownership

% Paid for Land

PANJIM, GOA



18


CORPORATE OVERVIEW

19

COMMERCIAL LEASING - ANNUITY

Artist’s Impression

Actual Photo – Mar 2019

The company is implementing a plan for the creation of a new vertical for generating annuity income from long term leases, comprising of 2 million sq. ft. of commercial ofce space

The SEZ and IT Park is being jointly developed by the company and K. Raheja Corporation

The company has entered into a lease and delivered a building of 566,092 sq. ft. to Barclays PLC at Gera Commerzone IT SEZ in Kharadi, Pune

A second building of 550,000 sq.ft. is under

construction with completion expected byMarch 2021

The company has built and leased a school

of 60,000 sq.ft in Goa

20

BUSINESS UPDATE


TOTAL VALUE OF PROJECTS BEING DEVELOPED

187.2 295.4

592.0 607.3

815.6

1,332.7 1,311.5 1,338.6

1,002.8

1,628.1

1,903.6 1,945.9

Project Value - Goa - (` in cr.)

Project Value - Pune - (` in cr.)

Total Project Value - (` in cr.)

FY 2015-16 FY 2016-17 FY 2017-18 FY 2018-19FY 2014-15

815.6

187.2

1,002.8

1

2

3

4

5

6

7

8

FY 2014-15 FY 2016-17 FY 2017-18 FY 2018-19

100

200

300

400

500

600

700

800

900

Sold area (in lakhs sq. ft.)

No. of units sold

Sales booking (` in cr.)

21

BUSINESS UPDATE

CORPORATE OVERVIEW

SALES BOOKINGS

314 265

FY 2015-16

354 500 273

444

542

824

3.74 4.54

6.86

3.66

282

430

3.68

22

BUSINESS UPDATE - OPERATING METRICS


171

299

400 402

CUSTOMER COLLECTIONS (` IN CR.)

CONSTRUCTION COST INCURRED (` IN CR.)

251

FY 2015-16 FY 2016-17 FY 2017-18 FY 2018-19FY 2014-15

162.0154.7

123.7

65.2 70.8

FY 2015-16 FY 2016-17 FY 2017-18 FY 2018-19FY 2014-15

23

CORPORATE OVERVIEW

286

389

456

391

328

399.661.45

Mar 2016 Mar 2017 Mar 2018 Mar 2019

Committed receivables (` in cr.)

Construction cost to complete (` in cr.)

Construction cost coverage ratio

BUSINESS UPDATE - OPERATING METRICS

CONSTRUCTION COST COVERAGE

Note: Company actively tracks total receivables project-wise, total receivables from committed sales and total cost to complete all projects.

Mar 2015

50

100

150

200

250

300

350

400

450

500

0 0.00

0.20

0.40

0.60

0.80

1.00

1.20

1.40

1.60

356

236

0.66

1.19

1.14314

2160.73

24

FINANCIAL UPDATE - REVENUE AND P&L


100.8

269.7

364.6 437.4

FY 2016-17 FY 2017-18 FY 2018-19

TOTAL REVENUE RECOGNISED (` IN CR.)

502.2

FY 2014-15

437.4

FY 2015-16

25.5%

28.2%

5%

10%

15%

20%

25%

30%

20

40

60

80

100

120

PBT (` in cr.) PBT - %

FY 2015-16 FY 2016-17 FY 2017-18 FY 2018-19

PROFIT BEFORE TAX

68.7 102.8 106.1 98.5 16.09

19.6%

24.2%

16.09%

FY 2014-15

CAGR of Total Revenue - 39%

FINANCIAL UPDATE - REVENUE AND P&L

25

CORPORATE OVERVIEW

PROFIT AFTER TAX

10

20

30

40

50

60

70

80

PAT (` in cr.) PAT %

18.1%

5%

10%

15%

20%

25%

FY 2015-16 FY 2016-17 FY 2017-18 FY 2018-19

48.9 69.5 68.6 71.9

15.7%

14.3%

11.71

19.1%

11.6%

FY 2014-15

27.91%

31.37%

5%

10%

15%

20%

25%

30%

35%

20

40

60

80

100

120

140

EBIDTA (` in cr.) EBIDTA %

FY 2015-16 FY 2016-17 FY 2017-18 FY 2018-19

EBIDTA

23.34%27.47%

75.3 114.4 120.2 117.2 17.6

FY 2014-15

17.43%

26

FINANCIAL UPDATE - BALANCE SHEET METRICS

DEBT EQUITY RATIO


2.00

1.80

1.60

1.40

1.20

0.80

1.00

0.40

0.60

0.20

1.72

1.41

0.38

0.61

0.67

0.92

FY 2015-16 FY 2016-17 FY 2017-18 FY 2018-19

Net Debt/Equity Ratio Gross Debt/Equity Ratio

NET WORTH (` IN CR.)

1.08

1.56

0.82

0.78

FY 2014-15

400

350

300

250

200

150

100

50

133.5

249.1

368.9

310.8

FY 2015-16 FY 2016-17 FY 2017-18 FY 2018-19

CAGR - 29%

FY 2014-15

181.5

CORPORATE CREDIT RATINGS (BY CARE RATINGS LTD.)

CORPORATE OVERVIEW

FINANCIAL UPDATE - BALANCE SHEET METRICS

400

350

300

250

200

150

100

50

FY 2015-16 FY 2016-17 FY 2017-18 FY 2018-19

Gross Debt (` in cr.) Net Debt (` in cr.)

311.6

352.2

208.00

338.86

DEBT (` IN CR.)

FY 2014-15

119.2

226.2

268.2283.1

104.6109.9

27

A+ A+A+ A+ AA-

UPGRADEDCONSISTENT CONSISTENTCONSISTENT CONSISTENT

FY 2016-17 FY 2017-18FY 2015-16FY 2014-15

CHANGE

RATING

`594cr.`150cr. `485cr.`350cr. `642cr.CREDIT RATED

AMOUNT

FY 2018-19

28


SUMMARY OF CURRENT PROJECTS

FINANCIAL UPDATE

R - Residential, C - Commercial

LocationSaleableArea (SF)

Project Value(` in cr.)

Area Sold to Mar-19 (sq. ft.)

% of ConstructionCompletion

Sales Value to Mar-19(` in cr.)

Project Name

Gera’s Isle Royale -Phase I (R)

Gera’s Isle Royale - Phase II (R)

Gera’s Song of Joy (R)

Gera’s Imperium Rise (C)

Gera’s Misty Waters (R)

Gera’s Adara (R)

Gera’s Imperium Alpha (C)

Gera’s Imperium Oasis (C)

Gera’s Imperium Star (C)

Gera’s Imperium Grand (C)

Gera’s Imperium Premio (C)

Gera’s River of Joy (R)

TOTAL

96.08

24.25

227.42

301.85

38.36

93.05

139.04

59.23

176.02

116.96

54.05

197.09

1,523.40

1,39,145

34,763

3,53,124

3,41,023

75,358

1,62,981

1,28,573

54,911

1,65,481

1,34,850

45,700

3,33,651

19,69,560

175.00

161.20

227.40

345.50

58.40

107.90

196.40

66.90

200.40

126.90

66.10

213.80

1,945.90

2,62,100

2,27,961

3,53,124

3,85,113

1,14,626

1,87,031

1,83,988

60,539

1,89,906

1,45,045

59,856

3,61,957

25,31,957

100%

100%

100%

95%

95%

75%

42%

41%

95%

100%

75%

53%

Pune

Goa

29

AWARDS AND RECOGNITION

CORPORATE OVERVIEW

2018

CUSTOMER CONNECT INITIATIVE OF THE YEAR -

GERA’S GREENSVILLE REALTY+ EXCELLENCE AWARDS

2018

EXCELLENCE IN DELIVERY - TMCHILDCENTRIC HOMES

ET NOW REAL ESTATE AWARDS

2018

RESIDENTIAL PROPERTY OF THE YEAR FOR -

TMCHILDCENTRIC HOMES ET NOW REAL ESTATE AWARDS

2018

CONSUMER CONNECT INITIATIVE OF THE YEAR -

LINT REALTY+ EXCELLENCE AWARDS

2018

BRAND EXCELLENCE IN THE REAL ESTATE

SECTOR, ABP NEWS

2019

DEVELOPER OF THE YEAR - RESIDENTIAL, GLOBAL

REAL ESTATE BRAND AWARDS

2019

INNOVATION OF THE YEAR - GERAWORLD PROPTECH

SUMMIT & AWARDS

2018

THEMED PROJECT OF THE YEAR - GERA’S SONG OF JOY

REALTY+ EXCELLENCE AWARDS

2018

EXCELLENCE IN DELIVERY - GERA’S SONG OF JOY

REALTY+ EXCELLENCE AWARDS

2018

DEVELOPER OF THE YEAR - RESIDENTIAL,


2018

CONSUMER CONNECT INITIATIVE OF THE YEAR -

GERAWORLD REALTY+ EXCELLENCE AWARDS

2018

DESIGN PROJECT OF THE YEAR AWARD -

GERA’S ADARA REALTY+ EXCELLENCE AWARDS

2019

#8 IN INDIA AMONGST GREAT MID-SIZE WORKPLACES

GREAT PLACE TO WORK INSTITUTE

2019

LUXURY PROJECT OF THE YEAR - GERA’S ISLE ROYALE


TMTHE GERAWORLD APP Another proof of the factthat customer centricityisn’t just a buzzword here.It’s a mission statement thatdrives us to outdo.

STATUTORY REPORTS

STATUTORY REPORTS | Annual Report 2018-19

32

’

To,

The Members

Gera Developments Private Limited

Yours Directors have pleasure in presenting the 31st Annual Report along with the Audited Financial Statements for the Financial Year ended March 31, 2019.

1. FINANCIAL STATEMENTS AS PER IND AS

Requirements of Section 133 of the Companies Act, 2013 read with Rule 7 of the Companies (Accounts) Rules, 2014 regarding preparation of Financial Statement as per Ind AS are applicable to the Company. Accordingly, Financial Statements of the Company for the year ended as on March 31, 2019 have been prepared in accordance with Indian Accounting Standards (Ind AS) notified under Section 133 of the Companies Act, 2013. The financial statements have also been prepared in accordance with the relevant presentation requirements of the Companies Act, 2013.

2. FINANCIAL HIGHLIGHTS

The performance during the year ended March 31, 2019 has been as under:

(Rs. in Millions)

Particulars Consolidated Standalone

2018-19 2017-18 2018-19 2017-18

Revenue from Operations 4,889.62 4,294.13 3,769.75 3,985.67

Other Income 132.95 80.25 119.74 58.02

Total Income 5,022.57 4,374.38 3,889.49 4,043.70

Earnings before Interest, Tax, Depreciation 1172.33 1203.77 872.32 1111 .24and amortization

Less: Financial Costs 154.07 114.84 132.14 83.22

Less: Depreciation 33.27 28.25 31.28 26.18

Profit before Exceptional Item and Taxation 984.99 1060.68 708.89 1,002.94

Less: Exceptional Item - - - -

Profit before Taxation 984.99 1060.68 708.89 1,002.94

Less: Current Tax 272.90 389.72 208.96 372.56

Add/(Less): Deferred Tax 21.50 (14.62) 23.17 (15.10)

Less: MAT Credit (Entitlement) / Availment (38.60) - - -

Profit after Exceptional Item, Depreciation and Taxation 729.20 685.59 476.76 645.48

Add: Other Comprehensive income (9.81) 0.59 6.30 0.59

Total Comprehensive income for the year 719.39 686.17 483.05 646.07

BOARD’S REPORT

33

’

3. OVERVIEW OF COMPANY

The Company entered the world of real estate in the year 1970. Since then, the company has delivered several projects that have become landmarks in their own right.

After four decades of unwavering commitment towards innovation and service, Gera is today a force to reckon with. The company has spread their footprint across Pune, Goa and Bangalore by meticulously constructing and delivering over 50 projects, with close to 6 million sq. ft. of development. The projects proudly stand as great examples of elegant designs and robust engineering.

4. NATURE OF BUSINESS

Gera Developments Private Limited is a Debt listed private limited Company. The Company is engaged primarily in the business of real estate development including development of residential projects, commercial projects, Child centric homes and retail spaces activities.

There was no change in the nature of the business of the Company during the year under review.

5. PERFORMANCE OF COMPANY

The highlight of the company’s performance is as under:

Financial Overview (Consolidated Performance)

During the year under review, the revenues increased by approx. 15 % at Rs. 5,022.57 millions during the year compared to Rs. 4,374.38 millions in the previous year. Profit Before Tax (PBT) was at Rs. 984.99 millions while Profit After Tax (PAT) was at Rs. 729.20 millions while Total comprehensive income was at Rs. 719.39 millions. Earnings per share for the year stood at Rs. 3910 compared to Rs. 3729 in the previous year.

Operational Overview (Standalone Performance)

During the year under review, the revenue for the year was at Rs. 3,889.49 millions, Profit Before Tax (PBT) was at Rs. 708.89 millions, Profit After Tax (PAT) was at Rs. 476.76 millions and while Total comprehensive income was at Rs. 483.05 millions. Earnings per share for the year stood at Rs. 2625.

6. DEBENTURES

During the year under review, the Company has listed its Non-Convertible Debentures for the first time on Bombay Stock Exchange on April 24, 2018 amounting to Rs. 145 crores.

The Company has also issued Listed, Rated, Secured, Fully Paid-up Non-Convertible Debentures amounting to Rs 175.50 crore, Listed on Bombay Stock Exchange.

CARE has upgraded the corporate credit rating from A+ (A plus) to AA- (AA minus).

7. DIVIDEND

The Board, with a view to plough back the profits of the company for its growth, do not recommend payment of any dividend for the year ended 31st March 2019.

To,

The Members







(Rs. in Millions)


2018-19 2017-18 2018-19 2017-18


Other Income 132.95 80.25 119.74 58.02

Total Income 5,022.57 4,374.38 3,889.49 4,043.70







Less: Current Tax 272.90 389.72 208.96 372.56






BOARD’S REPORT

STATUTORY REPORTS

’

8. MAINTENANCE OF COST RECORDS

The Company has maintained proper cost records and accounts as required under Section 148 of the Companies Act, 2013.

9. CHANGE IN SUBSIDIARIES, JOINT VENTURES (JV) OR ASSOCIATE COMPANIES (AC)

During the year under review, there was no change in Subsidiaries, Joint Ventures and Associate Company of the Company.

10. REPORT ON PERFORMANCE AND FINANCIAL POSITION OF SUBSIDIARIES, JOINT VENTURES (JV), ASSOCIATE COMPANIES (AC)

Pursuant to the provisions of Section 129(3) of the Companies Act, 2013, a statement containing salient features of the financial statement of subsidiaries, associate companies, joint ventures in Form AOC - 1 is annexed as Annexure- V to the Directors’ report.

11. DEPOSITS

During the year under review, the Company has not accepted Deposits under the provisions of section 73 of Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.

12. SHARE CAPITAL

During the year under review, there was no change in the capital structure of the Company. During the year, the Company has not granted/issued any stock options to employees of the Company.

13. AMOUNTS PROPOSED TO BE CARRIED TO ANY RESERVES

Pursuant to provision of rule 18 of Companies (Share Capital and Debenture) Rule 2014, the Company has transferred Rs. 43.87 crore to Debenture Redemption Reserve. Apart from above the Company does not propose to transfer any profit to specific or general reserve.

14. INTERNAL FINANCIAL CONTROLS

The Company has adequate internal controls and processes in place with respect to its financial statements which provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements. These controls and processes are driven through various policies, procedures and certifications. The Management has periodically conducted the assessment of internal Financial Controls for determining operative effectiveness and the control were operating effectively. The internal financial controls were also reviewed by an Independent Auditor and found to be adequate and operating effectively for ensuring accuracy and completeness of the accounting records. There were no reportable material weaknesses observed. The report of Independent Auditor is annexed to the Auditors’ Report on Financial Statements.

15. EVENT BASED DISCLOSURES IN DIRECTORS REPORT

The company has not issued any equity shares with differential rights during the relevant financial year pursuant to Rule 8(13) Share Capital & Debenture Rules 2014.

The Company has not issued sweat equity shares during the relevant financial year.


34

To,

The Members







(Rs. in Millions)


2018-19 2017-18 2018-19 2017-18


Other Income 132.95 80.25 119.74 58.02

Total Income 5,022.57 4,374.38 3,889.49 4,043.70







Less: Current Tax 272.90 389.72 208.96 372.56






BOARD’S REPORT

35

’

The Company does not have any Employee Stock Option Scheme nor has issued any shares under ESOPS during the financial year ended March 31, 2019.

The Company has not bought its own shares during the financial year ended March 31, 2019.

Hence reporting of details related to provision of money by Company for purchase of its own shares by employees or by trustees for the benefit of employees is not applicable.

16. DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board of Directors along with its committees provide leadership and guidance to the management, directs and supervises the performance of the Company, thereby enhancing the stakeholders value. The Board has a fiduciary relationship in ensuring that the rights of all stakeholders are protected.

During the year under review, Mr. Kumar Gera was re-designated from Managing Director to Chairman & Executive Director. The Board as on March 31, 2019 comprises of two Directors who possess relevant qualifications and experience in management, finance, civil engineering, marketing and other allied fields which enable them to effectively contribute to the Company in their capacity as Executive Directors. Both the directors are permanent Directors, not liable to retire by rotation.

The Board appointed Mr. Swapan Mukherjee as Chief Financial Officer (KMP) w.e.f. October 8, 2018 and Mr. Ashish Jangda as Company Secretary and Compliance Officer of the Company w.e.f. March 1, 2019. The company is in process of appointing a woman director as required under section 149(1) of the Companies Act, 2013 and the rules made thereunder.

17. APPOINTMENT OF INDEPENDENT DIRECTORS

Provisions of Section 149(4) of the Companies Act, 2013 regarding appointment of Independent Directors are not applicable to the Company.

18. MEETINGS OF THE BOARD OF DIRECTORS

Fifteen (15) Board Meetings were held during the year and the gap between two meetings did not exceed four months. The dates on which the board meeting were held as follows:

(1) 10 April 2018;

(2) 25 April 2018;

(3) 30 April 2018;

(4) 07 May 2018;

(5) 08 May 2018;

(6) 18 June 2018;

(7) 05 September 2018;

(8) 21 September 2018;

(9) 08 October 2018;

(10) 12 November 2018;

To,

The Members







(Rs. in Millions)


2018-19 2017-18 2018-19 2017-18


Other Income 132.95 80.25 119.74 58.02

Total Income 5,022.57 4,374.38 3,889.49 4,043.70







Less: Current Tax 272.90 389.72 208.96 372.56






BOARD’S REPORT

STATUTORY REPORTS

’


36

(11) 10 December 2018;

(12) 14 January 2019;

(13) 28 January 2019;

(14) 25 February 2019 and

(15) 01 March 2019

19. DECLARATIONS BY INDEPENDENT DIRECTORS

There are no Independent Directors appointed by the Company, hence there are no disclosures to be made as required under Section 149(6) of the Companies Act, 2013.

20. COMPANY'S POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION

The Company being a Private Limited Company, provision of Section 177 (8) of the Companies Act, 2013 are not applicable to the Company for the financial year ended March 31, 2019.

21. EVALUATION OF BOARD OF DIRECTORS, COMMITTEES AND INDIVIDUAL DIRECTOR

The Company being a Private Limited Company, not required to give a statement indicating the manner in which the formal annual evaluation has been made by the Board of its own performance and that of its committees and individual Directors, for the financial year ended March 31, 2019.

22. PARTICULARS OF REMUNERATION TO THE DIRECTORS / KEY MANAGERIAL PERSONNEL (KMP) / EMPLOYEES

The information required pursuant to Section 197(12) read with Rule 5 (1) and (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Companies (Particulars of Employees) Rules, 2011, in respect of employees of the Company and Directors during the financial year ended March 31, 2019 is furnished hereunder:

a) There are no employees who were employed throughout the financial year, who were in receipt of remuneration for that year which, in the aggregate, was not more than Rs. 1.02 Crore;

b) There are no employees who were employed for a part of the Financial year, who were in receipt of remuneration for any part of that year, at a rate which, in the aggregate, was not more than Rs. 8.5 Lacs per month;

c) There are no employees who were in receipt of remuneration in the year under review which, in the aggregate, or as the case may be, at a rate which, in the aggregate, is in excess of that drawn by the Managing Director or Whole Time Director or Manager and holds by himself or along with his spouse and dependent children, more than 2% of the equity shares of the Company.

The statement containing the particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in Annexure- I forming part of this report

To,

The Members







(Rs. in Millions)


2018-19 2017-18 2018-19 2017-18


Other Income 132.95 80.25 119.74 58.02

Total Income 5,022.57 4,374.38 3,889.49 4,043.70







Less: Current Tax 272.90 389.72 208.96 372.56






BOARD’S REPORT

37

’

To,

The Members







(Rs. in Millions)


2018-19 2017-18 2018-19 2017-18


Other Income 132.95 80.25 119.74 58.02

Total Income 5,022.57 4,374.38 3,889.49 4,043.70







Less: Current Tax 272.90 389.72 208.96 372.56






23. DISCLOSURE OF REMUNERATION OR COMMISSION RECEIVED BY A MANAGING DIRECTOR OR WHOLE-TIME DIRECTOR FROM THE COMPANY’S HOLDING OR SUBSIDIARY COMPANY:

There were no such instances during the financial year ended March 31, 2019 requiring the disclosure under section 197(14) of the Companies Act, 2013.

24. NOMINATION & REMUNERATION COMMITTEE

Provisions of Section 178(1) of the Companies Act, 2013 regarding constitution of Nomination and Remuneration Committee are not applicable to the Company.

25. AUDIT COMMITTEE

Provisions of Section 177(3) of the Companies Act, 2013 regarding constitution of the Audit Committee are not applicable to the Company.

26. RISK MANAGEMENT POLICY:

The Company has constituted Risk Management Committee for addressing various risks impacting the Company. The Company has in place comprehensive risk assessment and minimization procedures, which are reviewed by the Board periodically. This framework seeks to create transparency, minimize adverse impact on the business objectives and enhance the Company's competitive advantage. The Committee monitors the policy, ensures that the Company is acting appropriately to achieve prudent balance between the risk and reward and evaluates significant risk exposures and assesses the management’s actions to mitigate the exposures. The risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. These are discussed at the meetings of the Board of Directors of the Company.

The Company’s internal control systems are commensurate with the nature of its business and the size of the company.

27. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

As the Company is not engaged in the manufacturing activities, the information related to Conservation of energy, technology absorption has not been provided.

The details of Foreign Exchange outgo are as follows:

(Amount in Millions)

Particulars For Year ended For Year ended 31 March 2019 31 March 2018

Foreign Exchange Earnings in terms of actual inflows Nil Nil

Foreign Exchange Outgo in terms of actual outflows 27.1 28.5

Investment in Outdo Inc. 6.60 15.4

BOARD’S REPORT

STATUTORY REPORTS

’


38

28. CORPORATE SOCIAL RESPONSIBILITY (CSR):

In compliance with Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules 2014, the Company has established Corporate Social Responsibility (CSR) Committee and Annual Report on CSR Activities as required under Sections 134 and 135 of the Companies Act, 2013 read with Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 and Rule 9 of the Companies (Accounts) Rules, 2014 forms part of this Report as Annexure- II.

The CSR activities carried/to be carried out by the Company is driven by the expertise management of the Company. Additionally, the Company always gives preference to the local area(s) of its operations for CSR activities. The Company believes that the CSR should be in the field(s) which have substantial social impact and which co-relate with the philosophy of the Company to improve the quality of life.

During the F.Y. 2018-19, the Company had found some areas and made expenses towards Corporate Social Responsibilities and the Board of Directors of the Company is in process of finding similar avenues in which balance unspent amount can be spent.

The CSR Policy has been uploaded on the website of the Company. The policy is available at www.gera.in .

29. AUDITORS:

a. Statutory Auditor

M/s. Khandelwal Jain & Associates, Chartered Accountants (Firm Registration Number 139253W), Pune, was appointed as the statutory auditors of the Company to hold office for a period of five consecutive years from the conclusion of the 30th AGM of the Company held on September 21, 2018, till the conclusion of the 35th AGM to be held in the year 2022-23. The requirement for the annual ratification of auditors’ appointment at the AGM has been omitted pursuant to Companies (Amendment) Act, 2017 notified on May 7, 2018.

During the year, the statutory auditors have confirmed that they satisfy the independence criteria required under Companies Act, 2013 and Code of ethics issued by Institute of Chartered Accountants of India.

b. Cost Auditor

M/s. K. S. Mohnani & Co., Cost Accountants, Pune (Firm Registration Number 100962) has been appointed as the cost auditors of the Company to conduct the audit of the cost records of the Company for the financial year 2019-20 by the Board of Directors as on May 27, 2019 at a remuneration of Rs. 75,000/- (Rupees Seventy Five Thousand Only) plus Goods and Service Tax & re-imbursement of out–of– pocket expenses. You are requested to ratify the remuneration payable to the Cost Auditor. Accordingly, the resolution for ratification of payment of remuneration to Cost Auditor as set out at agenda item no. 2 of the accompanying notice is placed for the shareholders’ approval.

c. Secretarial Auditors

Pursuant to Section 204 of the Companies Act 2013, the Company has appointed M/s. Suraj Padhiyar and Associates, Company Secretaries, Pune as its Secretarial Auditors to conduct the secretarial audit of the Company for the Financial Year 2018-19. The Report of Secretarial Auditor for the Financial Year 2018-19 is annexed to this report as Annexure- IV.

To,

The Members







(Rs. in Millions)


2018-19 2017-18 2018-19 2017-18


Other Income 132.95 80.25 119.74 58.02

Total Income 5,022.57 4,374.38 3,889.49 4,043.70







Less: Current Tax 272.90 389.72 208.96 372.56






BOARD’S REPORT

39

’

30. REPLY TO SECRETARIAL AUDITORS QUALIFICATION OR REMARKS OR OBSERVATIONS:

Secretarial Auditor’s Comment:

The Company had not appointed Woman Directors pursuant to section 149 and Rule 3 of the Companies (Appointment and Qualifications of Directors) Rules, 2014.

Board’s Reply:

The Company is in process of appointing a Woman Director in the current financial year, pursuant to section 149 and Rule 3 of the Companies (Appointment and Qualifications of Directors) Rules, 2014.

31. SECRETARIAL STANDARDS:

The Company is in compliance with the revised secretarial standards issued by The Institute of Company Secretaries of India on Meetings of the Board of Directors (SS-1) and Secretarial Standards on General Meetings (SS-2).

32. EXTRACT OF ANNUAL RETURN:

Pursuant to the provisions of Section 92 read with Rule 12 of the Companies (Management and administration) Rules, 2014, the extract of the annual return in Form No. MGT – 9 as provided in Annexure- III form part of the Board’s report. The extract of Annual Return has been uploaded on the website of the Company (www.gera.in).

33. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS :

The particulars of loans, guarantees and investments are given in the Notes to accounts forming part of the Audited Financial Statements.

34. CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

During the year under review, all transactions/ arrangements entered by the Company with related parties were in the ordinary course of business and on an arm’s length basis. There were no materially significant related party transactions with the Company’s Promoters, Directors, Management or their relatives, which could have had a potential conflict with the interests of the Company. Transactions with related parties entered by the Company in the normal course of business are periodically placed before the Board Members for its omnibus approval and the particulars of contracts entered during the year pursuant to section 188 of the Companies Act 2013 is annexed as Form AOC-2 as Annexure- VI. Further details of related party transaction as required to be disclosed under Accounting Standard-18 on “Related Party Disclosures” specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014, are given in the Notes to accounts forming part of the Audited Financial Statements.

35. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY’S OPERATIONS IN FUTURE

There were no instances during the year under review, impacting the going concern status of the Company or its future operations as required under the provisions of Rule 8 (5) (vii) of the Companies (Accounts) Rules, 2014.

To,

The Members







(Rs. in Millions)


2018-19 2017-18 2018-19 2017-18


Other Income 132.95 80.25 119.74 58.02

Total Income 5,022.57 4,374.38 3,889.49 4,043.70







Less: Current Tax 272.90 389.72 208.96 372.56






BOARD’S REPORT

STATUTORY REPORTS

’


40

36. CORPORATE GOVERNANCE CERTIFICATE:

The Company being a Debt listed Private Limited Company is not required to obtain compliance certificate regarding compliance of conditions of corporate governance as stipulated in SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015.

37. VIGIL MECHANISM

In compliance with the provisions of Section 177 (9) of the Companies Act, 2013, the Board of Directors of the Company has framed the “Whistle Blower Policy” as the vigil mechanism for Directors and employees of the Company. The Company seeks to maintain the highest ethical and business standards in the course of its business and has put in place mechanism of reporting illegal or unethical behavior. Directors, employees, vendors or customers may report violations of the laws, rules, regulations or unethical conducting by writing to the notified person.

The said policy can be accessed at www.gera.in at the website of the Company.

38. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

No complaints regarding sexual harassment were received during the year under review.

39. PARTICULARS OF FRAUD

There were no frauds notified/ detected by the Auditors as required under section 143(12) of the Companies Act, 2013.

40. CONSOLIDATED FINANCIAL STATEMENTS:

The Consolidated Financial Statements of the Company is prepared in accordance with relevant Indian Accounting Standards (Ind AS) specified under Section 133 of Companies Act, 2013 forming part of this Annual Report.

41. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement of section 134(5) of the Companies Act, 2013, your Directors state that:

a) in the preparation of the Annual Accounts for the year ended 31 March 2019, the applicable Accounting Standards read with requirements set out under Schedule III to the Act, have been followed along with proper explanation relating to material departures;

b) the Directors 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 profit of the Company for the year ended on that date;

To,

The Members







(Rs. in Millions)


2018-19 2017-18 2018-19 2017-18


Other Income 132.95 80.25 119.74 58.02

Total Income 5,022.57 4,374.38 3,889.49 4,043.70







Less: Current Tax 272.90 389.72 208.96 372.56






BOARD’S REPORT

41

’

c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the Directors have prepared the annual accounts on a ‘going concern’ basis;

e) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

42. ACKNOWLEDGEMENT:

Your Directors take this opportunity to thank customers, vendors, stakeholders, Central and State Governments, business associates and bankers for their consistent support and co-operation to the Company. Your Directors take this opportunity to thank all the employees of the Company. The employees have helped for sustained excellence in performance of the Company.

Finally, the Directors would like to convey their gratitude to the members for reposing their confidence and faith in the Company and its management.

For and on behalf of the Board of Directors


Kumar Gera

Chairman and Executive Director

DIN: 00172688

Pune, 30th May, 2019

Registered Office:

200, Gera Plaza,

Boat Club Road, Pune- 411001

Tel.: +91-20 6680 7700,

Website: www.gera.com

Email: [email protected]

CIN: U70102PN1988PTC049303

To,

The Members







(Rs. in Millions)


2018-19 2017-18 2018-19 2017-18


Other Income 132.95 80.25 119.74 58.02

Total Income 5,022.57 4,374.38 3,889.49 4,043.70







Less: Current Tax 272.90 389.72 208.96 372.56






BOARD’S REPORT

STATUTORY REPORTS


42

’ANNEXURE- IPARTICULARS OF REMUNERATION

[Pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment

and Remuneration of Managerial Personnel) Rules, 2014]

A. INFORMATION PURSUANT TO RULE 5(1) OF THE COMPANIES (APPOINTMENT AND

REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

1. The ratio of the remuneration of each director to the median remuneration of the employees of the

Company and percentage increase in remuneration of each Director, Chief Executive Officer, Chief

Financial Officer and Company Secretary in the financial year:

Name Ratio to median % increase in remuneration

remuneration in the financial year

Executive Directors

Mr. Kumar Gera 9.46 0.56%

Mr. Rohit Gera 9.46 0.56%

Independent Directors NA NA

Chief Financial Officer *

Mr. Swapan Mukherjee NA NA

Company Secretary*

Mr. Ashish Jangda NA NA

*Mr. Swapan Mukherjee was appointed as Chief Financial Officer (KMP) in the Company on 8th

October, 2018 and Mr. Ashish Jangda was appointed as a Company Secretary and Compliance

Officer on March 1 , 2019.

2. The percentage increase in the median remuneration of employees in the financial year:

The median remuneration of the employees in the financial year was increased by 11.30%. The

calculation of % increase in median remuneration is done based on comparable employees. For this the

employees who were not eligible for any increment have been excluded.

3. The number of permanent employees on the rolls of Company as on March 31, 2019: 256

4. Average percentile increase already made in the salaries of employees other than the

managerial personnel in the last financial year and its comparison with the percentile

increase in the managerial remuneration and justification thereof and point out if there

are any exceptional circumstances for increase in the managerial remuneration:

In financial year 2018-19, there is an average increase of 9.33% in the remuneration other than

managerial personnel as compared to increase of 0.56 % in the remuneration of managerial personnel.

43

’

5. Affirmation that the remuneration is as per the remuneration policy of the Company:

The Company affirms that the remuneration is as per the remuneration policy of the Company

For and on behalf of the Board of Directors


Kumar Gera

Chairman and Executive Director

DIN: 00172688


ANNEXURE- IPARTICULARS OF REMUNERATION

[Pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment

and Remuneration of Managerial Personnel) Rules, 2014]

A. INFORMATION PURSUANT TO RULE 5(1) OF THE COMPANIES (APPOINTMENT AND

REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

1. The ratio of the remuneration of each director to the median remuneration of the employees of the

Company and percentage increase in remuneration of each Director, Chief Executive Officer, Chief

Financial Officer and Company Secretary in the financial year:

Name Ratio to median % increase in remuneration

remuneration in the financial year

Executive Directors

Mr. Kumar Gera 9.46 0.56%

Mr. Rohit Gera 9.46 0.56%

Independent Directors NA NA

Chief Financial Officer *

Mr. Swapan Mukherjee NA NA

Company Secretary*

Mr. Ashish Jangda NA NA

*Mr. Swapan Mukherjee was appointed as a Chief Financial Officer (KMP) in the Company on

October 8, 2019 and Mr. Ashish Jangda was appointed as a Company Secretary and Compliance Officer

on March 1 , 2019.

2. The percentage increase in the median remuneration of employees in the financial year:

The median remuneration of the employees in the financial year was increased by 11.30%. The

calculation of % increase in median remuneration is done based on comparable employees. For this the

employees who were not eligible for any increment have been excluded.

3. The number of permanent employees on the rolls of Company as on March 31, 2019: 256

4. Average percentile increase already made in the salaries of employees other than the

managerial personnel in the last financial year and its comparison with the percentile

increase in the managerial remuneration and justification thereof and point out if there

are any exceptional circumstances for increase in the managerial remuneration:

In financial year 2018-19, there is an average increase of 9.33% in the remuneration other than

managerial personnel as compared to increase of 0.56 % in the remuneration of managerial personnel.

STATUTORY REPORTS

[Pursuant to clause (o) of sub-section (3) of section 134 of the Act and Rule 8 of the Companies (Corporate Social Responsibility) Rules, 2014]

ANNUAL REPORT ON CSR ACTIVITIES FOR THE FINANCIAL YEAR 2018-19

Sr. Particulars DetailsNo

1. A brief outline of the Company’s CSR The Policy emphasizes initiatives in specific areas of policy, including overview of projects or social development that would include primary and programs proposed to be undertaken secondary education, skills development, vocational and a reference to the web- link to the training, health and hygiene, preventive health care CSR policy and projects and programs and sanitation, women empowerment, environment and ecological protection, etc.

2. Composition of the CSR Committee Mr. Kumar Gera – Chairman Mr. Rohit Gera - Member Mr. Swapan Mukherjee – Member

3. Average Net Profit Loss of the Company Rs. 839.94 million for last three financial years

4. Prescribed CSR Expenditure (two percent Rs. 16.80 million + Rs. 10.48 million amount unspent of the amount as per item 3 above) till the FY 2017-18

5. Details of CSR spent during the financial year; a. Total amount spent for the financial year; Rs. 8.10 million b. Amount unspent, if any Rs. 19.18 million c. Manner in which the amount spent Refer Annexure- ‘A’ during the financial year is detailed below:

6. In case the Company has failed to spend the The CSR activities carried/to be carried out by the two percent of the average net profit of the Company is driven by the expertise of the last three financial years or any part thereof, management. Additionally, the Company gives the Company shall provide the reasons for preference to the local area(s) of its operations for not spending the amount in its Board Report. CSR activities. The Company believes that the CSR should be in the field(s) which have substantial social impact and which co-relate with the philosophy of the Company to improve the quality of life. During the F.Y. 2018-19, the Company had incurred expenses towards Corporate Social Responsibility and the Company is endeavored to ensure full utilization of the allocated CSR budget. The amount which remained unspent due to unavoidable circumstances has been added to the CSR budget for the Financial

Year 2019-20.


44

’ANNEXURE- IICorporate Social Responsibility (CSR)









6. In case the Company has failed to spend the The CSR activities carried/to be carried out by the two percent of the average net profit of the Company is driven by the expertise of the last three financial years or any part thereof, management. Additionally, the Company gives the Company shall provide the reasons for preference to the local area(s) of its operations for not spending the amount in its Board Report. CSR activities. The Company believes that the CSR should be in the field(s) which have substantial social impact and which co-relate with the philosophy of the Company to improve the quality of life. During the F.Y. 2018-19, the Company had incurred expenses towards Corporate Social Responsibility and the Company is endeavored to ensure full utilization of the allocated CSR budget. The amount which remained unspent due to unavoidable circumstances has been added to the CSR budget for the Financial

Year 2019-20.

45

’

The implementation and monitoring of CSR policy is in compliance with CSR objectives and policy of the Company.

For and on behalf of the Board of DirectorsGera Developments Private Limited

Kumar Gera Rohit Gera Chairman and Executive Director Managing Director DIN: 00172688 DIN: 00172679


Registered Office:200, Gera Plaza, Boat Club Road, Pune- 411001Tel.: +91-20 6680 7700, Website: www.gera.comEmail: [email protected]: U70102PN1988PTC049303

Annexure- A

(Rs. in Millions)(1) (2) (3) (4) (5) (6) (7) (8)S. CSR projects Sector in which Projects or Programs Amount Outlay Amount spent on the Cumulative Amount No. or activity the project (1) Local area or other (budget) project projects or programs expenditure spent: identified is covered (2) Specify the State and or program Sub-heads: upto to the Direct or District where projects or wise (1) Direct expenditure reporting through programs was undertaken on projects or programs period. implementing (2) Overheads; agency*1. Project on Promoting Uttar Pradesh- -- 1.80 1.80 Direct Education Education Muzzafar Nagar2. Project on Promoting Panaji- Goa -- 3.30 5.10 Direct Education Education3. Project on Promoting Mumbai- -- 1.20 6.30 Direct Education Education Maharashtra4. Project on Promoting Curchorem- -- 1.20 7.50 Direct Education Education Goa & Poverty5. Project on Promoting Palgahar - -- 0.15 7.65 Direct Education Education Maharashtra6. Project on Promoting Pune - -- 0.02 7.67 Direct skills & skills and Maharashtra empowerment empowerment7. Project on Promoting Satara - -- 0.125 7.79 Direct Education Education Maharashtra8. Project on Promoting Mumbai - -- 0.026 7.82 Direct Education Education Maharashtra9. Project on Promoting New Delhi -- 0.28 8.10 Direct Education Education Total 8.10 8.10

ANNEXURE- IICorporate Social Responsibility (CSR)

STATUTORY REPORTS

Documents

GERA DEVELOPMENTS PRIVATE LIMITED• Vice President of CREDAI (Pune) since 2007 and has been on the managing committee since 1999 • AMDP in Real Estate from Graduate School of Design