d b realty ltd share price Directors report

To

The Members D B REALTY LIMITED

Your Directors have pleasure in presenting the 17^th Annual Report on the business and operations of the Company along with the audited financial statements for the financial year ended 31^st March, 2023.

Rs. In Lacs

Particulars	Standalone		Consolidated
	F.Y.2022-23	F.Y.2021-22	F.Y.2022-23	F.Y.2020-21
Revenue from Operations	358.04	385.48	69,823.96	21,943.42
Other Income	10,575.97	3,702.93	10,901.36	4,707.43
Total Income	10,934.01	4,088.41	80,725.32	26,650.85
Expenses
Operating Expenses	3,851.85	26,080.12	141615.17	29417.88
Depreciation and Amortization	12.62	17.42	42.33	69.25
Total Expenses	3,864.47	26,097.54	1,41,657.50	29,487.13
Profit / (Loss) Before Finance Cost and Tax	7,069.54	(22,009.13)	(60,932.18)	(2,836.28)
Finance Cost	1,513.97	8,096.03	5,441.20	28,572.31
Profit/ (Loss) before extraordinary items and tax	5,555.57	(30,105.16)	(66,373.38)	(31,408.58)
Exceptional Items	-	27,390.33	57,500.00	50,792.64
Profit/ (Loss) after extraordinary items and tax	5,555.57	(2,714.83)	(8,873.38)	19,384.06
Share of Profit/ (Loss) from associates and joint ventures	-	-	2,820.06	(5,134.35)
Profit/(Loss) before Tax ( PBT)	5,555.57	(2,714.83)	(6,053.32)	14,249.71
Tax Expense	(2,038.46)	(4,799.51)	(2,947.33)	(12,071.57)
Profit/(Loss) after Tax (PAT)	3,517.11	(7,514.34)	(9,000.65)	2,178.14
Other Comprehensive Income	(2,983.08)	7,590.96	(2,897.58	8,904.72
Total Comprehensive Income/ Loss for the year	534.03	76.62	(11,898.23)	11,082.87

Allotment of Equity shares pursuant to conversion of Convertible Warrants issued on Preferential basis:

During the previous year, the Company issued and allotted total 25,75,00,000 nos. of Convertible Warrants (Warrants) to Promoter Group & Investors (Non Promoter Group) in the following two phases in compliance with applicable provisions of the Companies Act, 2013 read with rules made thereunder as well as SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018. The summary thereof alongwith the details of Warrants converted into equity shares is given hereinunder:

Sr No.	No. of Warrants allotted	Date of Allotment of Warrants	Description of Allottees	Price per Warrant	Warrants converted into Equity share till 31.03.2023	Warrants pending conversion into Equity shares
Round 1	13,05,00,000	03.02.2022	Promoter Group & Investor	43.15/-	8,76,00,000	4,29,00,000
Round 2	12,70,00,000	16.03.2022	Promoter Group & Investors	77.25/-	2,12,96,000	10,57,04,000

Consequent to the above allotment of equity shares, the issued, subscribed and paid-up share capital of your Company as on 31^st March, 2023 stood at Rs. 4,23,91,05,220/- divided into 35,21,54,782 Equity Shares of Rs. 10/- each and 717,55,740 Redeemable Preference Shares of Rs. 10/- each.

Utilisation of Funds raised through issue of Warrants on preferential basis:

During the year under review the Company has made following allotment of equity shares (upon conversion of part of Warrants into Equity shares). The details of funds raised and the manner of utilisation as on 31^st March, 2023 are as below:

Particulars	Total Proceeds (Rs in crores)	Utilized (Rs in crores)	Unutilized (Rs in crores)
Allotment of Equity Shares, consequent to the conversion of 3,00,00,000 share warrants issued on Preferential basis on 21st July, 2022 (out of Round 1)	97.09	97.09	Nil
Allotment of Equity Shares, consequent to the conversion of 3,30,00,000 share warrants issued on Preferential basis on 29th September, 2022 (out of Round 1)	107	107	Nil
Allotment of Equity Shares, consequent to the conversion of 2,00,00,000 share warrants issued on Preferential basis on 29th September, 2022 (out of Round 2)	115.88	115.88	Nil
Allotment of Equity Shares, consequent to the conversion of 12,96,000 share warrants issued on Preferential basis on 25th January, 2023 (out of Round 2)	7.51	7.51	Nil
Allotment of Equity Shares, consequent to the conversion of 88,00,000 share warrants issued on Preferential basis on 28th March, 2023. (out of Round 1)	28.48	28.48	Nil

Employee Stock Option Plan 2022 (‘ESOP Scheme 2022):

During the previous year, the Board of Directors and the shareholders of the Company at their meetings held on 3^rd February, 2022 and shareholders of the Company at their meetings held on 4^th March, 2022, approved "D B Realty Limited - Employee Stock Option Plan - 2022" to create, issue, offer, grant, allot and/or transfer from time to time, in one or more tranches up to 32,25,000 (Thirty Two Lakh Twenty Five Thousand) Employee Stock Options ("ESOPs") exercisable into 32,25,000 (Thirty Two Lakh Twenty Five Thousand) equity shares of face value Rs. 10/- (Rupee Ten) each. The scheme is being implemented directly by the Company for which the Company has also obtained the in-principle approval from both the stock exchanges viz., BSE Limited and the National Stock Exchange of India Limited.

The Scheme is in compliance with the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021.

During the year under review, the Company has granted 32,25,000 (Thirty Two Lakh Twenty Five Thousand) Employee Stock Options (ESOPs) under "ESOP 2022". The Exercise price of each option is Rs. 41.45 which is more than the face value of equity shares of the Company and less than the prevailing Market Price as on the date of the grant.

Disclosures pursuant to Regulation 14 read along with Part F of Schedule-I of Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 are placed on the Companys: website under the weblink: https://www.dbrealtv.co.in/pdf/ESQP%20Statement%202022-23.pdf

Shifting of Registered Office

The registered office of the Company has been shifted from DB Central, Maulana Azad Road, Rangwala Compound, Jacob Circle, Mumbai-400011 to 7th Floor, Resham Bhavan, Veer Nariman Road, Churchgate, Mumbai - 400 020 within local limits w.e.f 01^st March, 2023.

Status of Projects of the Company / its Subsidiaries / Associates:

"DB Ozone" at Dahisar is a large residential project comprising of 25 residential buildings. The company, Neelkamal Realtors Suburban Private Limited., a subsidiary of the Company, is executing the Project. The Company has handed over more than 2700 flats to various customers as per their requirements spread across all the 25 residential towers of the project and internal finishing/ fittings work is in process. The project is registered under RERA. The Company had applied and obtained extension of project completion timeline from Maha RERA to December, 2024.

"Ten BKC" spread across five acres in BKC is the idyllic flagship residential project which has thoughtfully designed spaces, elite urban aesthetics, and fluid natural expanses to create a living experience that rejuvenates, relaxes, and excites. In the roaring heart of the city, Ten BKC is one of the biggest luxury residential projects in BKC, with extensive open spaces, a commanding lobby and towering view of the Arabian Sea from the top. The project comprises 15 towers of 22 & 29 storeys divided into three zones. The project is registered with RERA and the expected possession is in June, 2024. The Company and its JV partner Adani Good Homes Pvt. Ltd. are jointly developing the project.

"Prestige Liberty Tower", strategically located at Mahalaxmi, across the Mahalaxmi Race course is located in the historic textile mills at the heart of the city. The project is commissioned by Bangalore-based Prestige Group, one of the largest office ventures in the city, with two staggered towers of 200 and 290 meters and a five-story retail podium of 36,000m² with a wide range of programs. The project has been designed by international architect and consultants. All necessary approvals have been obtained to commence construction and work has commenced in full swing on the site. Subsequent to the year end, the Company had entered into a pact to sell its remaining 50% partnership interest to the Prestige.

"BKC 101" at Bandra Kurla Complex, Mumbai is a marquee commercial project to be developed by an associate entity of the Company viz., Prestige (BKC) Realtors Pvt. Ltd. (Formerly known as DB (BKC) Realtors Pvt. Ltd.). The project is being developed as a Grade A office space in BKC. During the year under review, all approvals have been obtained by the SPV and work has commenced on site. Subsequent to the year end, the Company had entered into a pact to sell its remaining shareholding to Prestige Estates subsidiary Prestige Falcon Realty Ventures Pvt. Ltd.

Horizontal Ventures Pvt. Ltd., a step-down subsidiary of the Company has granted development rights of its land along with other co-owners to Man Vastucon LLP. The Company is entitled to revenue share from sale of units forming part of the project being developed and constructed. The majority construction work of Phase I of its mega real estate project namely "Aaradhya High Park at Mahajanwadi within the jurisdiction of Mira Bhayandar Municipal Corporation is being completed and Man Vastucon LLP has received Occupation Certificate in respect thereof. Man Vastucon LLP has launched Phase II in the name of "Aaradhya Parkwood" and has received a very good response to the Project.

"Lokhandwala DB Realty Prestige LLP, Your Company in partnership with Prestige Group is developing SRA project situated at Worli, Mumbai spread over 17 Acres. The SPV has received LOI for the project during the year. The project is not yet named. The process of rehabilitation and construction is expected to commence in FY 2023-24.

During the year, one of the subsidiaries of the Company has obtained all the necessary approvals to commence construction of the project for which it had received a favourable order from the Honble Supreme Court of India pursuant to which the freehold vacant land admeasuring 5.4 Acres situated in Andheri (East), Mumbai is now available for development in the previous year. The Company intends to monetize/enter joint venture for this parcel of land in FY 2023-24.

Further, during the year, a wholly owned subsidiary of the Company has executed Deed of Conveyance in favour of Godrej Residency Pvt. Ltd. (GRPL) for sale of land/ project being all the piece and parcel of land admeasuring 19,434 sq. mtrs. situated at Byculla, Mumbai (Land) and it has also entered into joint venture with Godrej Properties Limited (GPL) for development of the said land. The project will be developed by GRPL, wherein the wholly owned subsidiary of the company holds 49.99% and balance 50.01% is held by GPL.

During the year, the Company has also obtained shareholders approval to disinvest/sale/exit its entire investment/partnership interest to the extent of 75% in ECC DB Joint Venture, which has been developing "DB Skypark" project located at Sahar, Mumbai. The Company is expected to receive cash consideration and an area equivalent to 24,250 sqft of carpet area across the project.

Other projects of the Company are awaiting certain approvals pursuant to which it shall monetize these large land parcels.

Status of Scheme of Arrangement:

The following updation on Scheme of Arrangement are provided herein below:

i) Real Gem Buildtech Private Limited (a wholly owned subsidiary Company of the Parent Company, hereinafter referred to as "WOS") has during the year ended March 31,2019 filed a Scheme with National Company Law Tribunal (NCLT) whereby it has proposed to transfer all of its assets and liabilities pertaining to Identified Project Undertaking, being "DB Crown" Project on going concern basis as a Slump Sale to Kingmaker Developers Private Limited ("KDPL"). Pursuant to the above application, the NCLT passed certain directions vide order dated November 5, 2019. However, the Company could not comply with the

said directions under the above order on account of various reasons including COVID-19. The management is proposing to file an application for reissuance of the above directions. The Company has obtained a legal opinion which confirms that the Company can make such an application for reissuance of the above directions. The management is hopeful that upon filing of new application, it will secure reissuance of the directions from NCLT and in due course of time, the Scheme filed by the Company shall be approved by the NCLT. The impact in the books of accounts of the Company on account of disposal of the Project Undertaking on a Slump Sale basis will be made in the year in which the approval is accorded to the Scheme by NCLT, including the gains, contingent gains and the income-tax thereon. Further, the said WOS has shown its assets and liabilities relating to project undertaking as assets held for sale and liabilities pertaining to disposal group in accordance with Ind AS 105 - "Non Current Assets Held for Sale".

ii) During the year under the review, the composite Scheme of Amalgamation and Arrangement ("Scheme") was entered into amongst Platinumcorp Affordable Builders Private limited ("Transferor Company") and Royal Netra Constructions Private Limited ("Transferee Company/ subsidiary company") and their respective shareholders under Sections 230 to 232, Section 66 and other applicable provisions of the Companies Act, 2013 and the same has been filed with National Company Law Tribunal in June, 2022.

iii) The Composite Scheme of Merger ("Scheme") was entered into between DB Man Realty Limited and Spacecon Realty Private Limited (collectively referred to as "Transferor Companies" / WOS of the Company) with DB View Infracon Private Limited ("Transferee Company" / WOS of the Company) and their respective shareholders under Sections 230 to 232 and other relevant provisions of the Companies Act, 2013 and the same has been filed with National Company Law Tribunal, Mumbai in January, 2023.

Dividend:

Your Directors do not recommend dividend for the current year under review.

Transfer to Reserves:

It is not proposed to transfer any amount to reserves out of the profits earned during FY 2022-23.

Subsidiaries, Associate companies and Joint ventures:

During the year under review, the Company has entered into Memorandum of Understanding(s) (MOU) on 4^th April, 2022 with shareholders of 1) Shiva Buildcon Private Limited 2) Shiva Multitrade Private Limited and 3) Shiva Realtors Suburban Private Limited (hereinafter collectively referred as "Shiva Group Companies") to acquire entire equity shares of Shiva Group Companies from its existing shareholders in accordance with terms and conditions as contained in the aforesaid MOUs. Post acquisition, the shiva group companies shall become wholly owned subsidiary companies.

The Company has acquired entire equity shares of Great View Buildcon Pvt Ltd. (formerly known as Turf Estate Realty Private Limited) from Turf Estate Joint Venture LLP/ its nominees (a joint venture in which the Company already holds 50% stake) thus making it wholly owned subsidiary company.

The Company has acquired entire equity shares of Spacecon Realty Private Limited , a subsidiary company in which the Company already holds 74% stake, thus making it wholly owned subsidiary company.

The Company has acquired entire equity shares of DB Man Realty Limited, a subsidiary company which the Company already holds 91% stake, thus making it wholly owned subsidiary company.

Further, during the year, Neelkamal Realtors Tower Private Limited (NRTPL), a wholly owned subsidiary company has executed Deed of Conveyance in favour of Godrej Residency Pvt. Ltd. (GRPL) for sale of land/ project being all the piece and parcel of land admeasuring 19,434 sq. mtrs. or thereabouts bearing Cadastral Survey No. 1906 of Byculla Division, E-Ward, Mumbai- 400011 (Land). Further, NRTPL has also entered into a Share Purchase Agreement with Godrej Properties Limited (GPL) for development of the said Land. The project will be developed by GRPL, wherein NRTPL holds 49.99% and balance 50.01% is held by GPL.

Post 31^st March, 2023, the Company/ its WOS has executed Securities Purchase Agreement on 29^th May, 2023 for proposed transfer of its entire stake in Prestige (BKC) Realtors Pvt Ltd., joint venture between the Company and subsidiary of Prestige Group executing "BKC 01" Project at BKC. Post sale of aforesaid shares, the Company/ its WOS shall cease to hold shares in the said Joint Venture.

Post 31^st March, 2023, the Company has executed Deed of Transfer of Partnership interest on 29^th May, 2023 for proposed transfer of its entire 50% rights, interest and share in Turf Estate Joint Venture LLP, joint venture between the Company and subsidiary of Prestige group executing "Turf Project" at Dr. E. Moses Road, Mahalaxmi. Post transfer of partnership interest, the Company/ its WOS shall cease to hold stake in the said joint venture.

The Consolidated financial statements have been prepared in accordance with the provisions of the Companies Act, 2013, applicable Ind AS and SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 and include the financial information of its subsidiaries/associates and joint venture entities / partnership firms in which your Company holds stake. The audited financial statements of the subsidiary companies will be available for inspection by any member at the registered office of the Company and at the Companys website www.dbrealtv.co.in. Copies of the audited financial statements of the subsidiaries can be sought by any member by making a written request in this regard.

In accordance with the provisions of Section 129(3) of the Act read with the Companies (Accounts) Rules, 2014, a statement containing salient features of the financial statements of the Companys subsidiaries, associates and joint venture companies in Form AOC-1 is attached to the financial statements of the Company. The statement also provides the details of performance and financial positions of each of the subsidiaries, associates and joint venture companies.

Management Discussion and Analysis Report:

The Management Discussion and Analysis Report for the year under review as stipulated in SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is presented in a separate section forming part of this Annual Report (Annexure A).

Corporate Governance and Shareholders Information:

In compliance with the Listing Regulations, a separate report on Corporate Governance along with a certificate from the Secretarial Auditors on its compliance, forms an integral part of this report. (Annexure B)

Deposits:

During the year under review, your Company has not accepted any deposit within the meaning of Sections 73 and 74 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 including any statutory modification(s) or re-enactment(s) for the time being in force.

Directors and Key Managerial Personnel (KMPs):

1. Directors retiring by rotation

In terms of Section 152 of the Companies Act, 2013 and the Articles of Association of the Company. Mr. Vinod K. Goenka (DIN: 00029033) retires by rotation at the forthcoming Annual General Meeting and being eligible, offer himself for reappointment.

2. Re- appointment of Managing Director

Mr. Vinod Goenka (DIN: 00029033) was re-appointed as an Executive Chairman cum Managing Director of the Company for a period of three (3) years with effect from 1^st September, 2022 to 31^st August, 2025.

3. Independent Directors Statement

All independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149 of the Companies Act, 2013 and Regulation 16 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and were placed at the Board Meeting.

In the opinion of the Board, the Independent Directors fulfill the conditions specified in these regulations and are independent of the management. There has been no change in the circumstances affecting their status as Independent Directors of the Company.

The Board is also of the opinion that the Independent Directors of the Company possess requisite qualifications, experience and expertise in the field of finance, strategy, auditing, tax, risk advisory, financial services and infrastructure and real estate industry and they hold the highest standards of integrity.

In compliance with Rule 6(1) of the Companies (Appointment and Qualification of Directors) Rules, 2014, all the Independent Directors have included their names in the data bank of Independent Directors maintained by the Indian Institute of Corporate Affairs.

4. Key Managerial Personnel:

Mr. Vinod Goenka, Chairman and Managing Director and Mr. Shahid Balwa, Vice Chairman and Managing Director, Mr. Atul Bhatnagar, Chief Financial Officer and Mr. Jignesh Shah, Company Secretary of the Company are Key Managerial Personnel as per the provisions of the Companies Act, 2013.

During the financial year ended 2022-23, Mr. Asif Balwa resigned as Chief Financial Officer and Key Managerial Personnel of the Company with effect from the closing of business hours on 5^th January, 2023. Mr. Atul Bhatnagar who has been acting as Joint Chief Financial Officer and Key Managerial Personnel of the Company has been redesignated as Chief Financial Officer and Key Managerial Personnel of the Company by the Board of Directors with effect from 6^th January, 2023.

Performance Evaluation of the Directors, Committee and Board:

The performance of the Directors is evaluated on the basis of their contributions at the meetings, strategic inputs for the performance and growth of the Company among others. The Directors have carried out performance evaluation on annual basis of Directors, Committees, and the Board. The Nomination and Remuneration Committee of the Board has laid down the performance evaluation framework under which performance of every Director is evaluated. The framework also provides the manner in which the Directors as a collective unit in the form of Board Committees and the Board function and perform.

Particulars of Loans, Guarantees or Investments:

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements. However, the Company, being a company engaged in the business of providing infrastructural facilities is exempt from the applicability of the relevant provisions of the Companies Act, 2013.

Contracts or Arrangements with Related Parties:

All transactions entered into during the financial year 2022-23 with Related Parties as defined under the Companies Act, 2013 and SEBI LODR Regulations were in the ordinary course of business and on an arms length basis. During the year, the Company had not entered into any transaction referred to in Section 188 of the Companies Act, with related parties which could be considered material under SEBI LODR Regulations. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3) of the Companies Act in Form AOC-2 is not applicable. The necessary Related Party Transactions are periodically placed before the Audit Committee, Board as well as Shareholders for approval, whenever applicable. Attention of Members is drawn to the disclosures of transactions with related parties set out in Notes to the financial statements.

The policy on materiality of Related Party Transaction and also on dealing with Related Party Transaction as approved by the Audit Committee and the Board of Directors is uploaded on the website of the Company and the link for the same is https://www.dbrealtv.co.in/pdf/Policv%20on%20Related%20Partv%20Transactions.pdf

Statutory Auditors:

The members, at the 15^th Annual General Meeting held on 30^th September, 2021, has appointed M/s. N. A. Shah Associates LLP, Chartered Accountants (Firm Registration No116560W/W100149) as the Statutory Auditors of the Company, to hold office for a term of five years from the conclusion of the this AGM until the conclusion of 20^th AGM of the Company on such remuneration as may be determined by the Board of Directors.

Auditors Report and Audit Observation:

The Statutory Auditors have made observations under the heading Emphasis of matter and Other Matters in their reports on the Standalone Financial Statements and Consolidated Financial Statements respectively, which together with the relevant Notes are self-explanatory and do not call for further information/clarification.

Qualification by Auditors and our comments thereon:

The Statutory Auditors have qualified their report on certain matters and which are repetitive in nature. The details of such qualifications as mentioned in their Report with your Directors response thereon is as under:

1. Para 2(1) of the Audit Report on the Standalone Financial Statements (SFS) and Para 2(1) of the Consolidated Financial Statements (CFS read) with Note No. 43.2D(xiv) of SFS and 51.2(D)(xiii) of CFS with respect to measurement of financial guarantees at fair value under Indian Accounting Standard (Ind AS) 109 - Financial Instruments is not done:

a. During the year, one of the lenders has invoked the corporate guarantee given by the Company on behalf of a related party (principal borrower). As per the communication the total demand is Rs. 76,038.97 lacs, which has been contested by the Company vide its response to the said communication. The lender had confirmed / acknowledged the amount of Rs. 23,636 lacs vide its letter dated 8^th March, 2021. The Company, in its response to the invocation of the corporate guarantee, has made an offer to pay Rs. 25,400 lacs as a part of its obligation as a guarantor which will also be reimbursed to the Company by such related party.

With regard to point no. a as above, the management based on the market value of the various other primary securities, corporate guarantee and undertaking by the holding company of the related party entity (for whom guarantee was provided) is confident of recovering the amount payable (if any) to the lenders from the said related party and its holding company and accordingly is of the view that provision is not required to be made.

b. Financial guarantees and securities given by the Company on behalf of certain entities (referred as principal borrowers) who have defaulted in their principal payment obligations to the lenders aggregating to Rs. 24,547.62 lacs as per SFS and Rs. 6,811.47 lacs as per CFS (excluding interest, penal interest and other charges). The loans taken by these entities have also been secured by charge on the underlying assets of the said entities and assets of other related parties. Valuation report of such primary / underlying assets provided as securities by the borrowing companies has not been obtained from an independent valuer. Further, out of Rs. 24,547.62 lacs as per SFS as above, during the year, one of the subsidiary companies (i.e. principal borrower), has entered into one time settlement with lender equivalent to loans of Rs. 17,736.15 lakhs. The principal borrower has requested for extension of time for the installment due on 31^st March, 2023 from the lender which has been in principle agreed by the lender subject to execution of necessary addendum settlement agreement which is in the process of being executed.

With regard to point no. b, the management is of the view that the value of such primary / underlying assets provided as securities is greater than the outstanding loans and hence additional liability will not devolve on the Company/ Group inspite of the guarantee and securities provided by the Company/ Group. In the above amounts, interest and other charges are not included as the same cannot be quantified as the respective borrower/s had disputed the same and also since settlement proposal is in discussion by the respective borrowers with their lenders.

c. Further, financial guarantees and securities given by the Company on behalf of certain entities (related parties) who have defaulted in their principal payment obligations to the lenders aggregating to Rs. 35,240.50 lacs as per SFS and Rs. 36,280.50 lacs as per CFS (excluding interest, penal interest and other charges). The loans taken by these entities have also been secured by charge on the underlying assets of the said entities and assets of other related parties. The other details about one time settlement with lender entered into by the borrower entity subsequent to the year end as well as the SEBI matter has been mentioned in this point.

With regard to above point no. c, the value of primary / underlying assets provided as securities by the borrowing companies is greater than the outstanding loans and hence in view of the management no additional liability is expected to devolve on the Company/Group. In the above amounts, interest and other charges are not included as the same cannot be quantified as the respective borrower/s had disputed the same and also since settlement proposal is in discussion by the respective borrowers with their lenders. The other details about one time settlement with lender entered into by the borrower entity subsequent to the year end as well as the SEBI matter has been mentioned in this qualification point, which is self-explanatory.

2. Para 2(2) of the Audit Report on the SFS and Para 2(2) of CFS read with Note No.48 of SFS and 49A(2) of CFS refer to non-evaluation of impairment provision, towards expected credit losses in respect of the loans and advances / deposits and towards diminution in the value on the Companys/ Groups investments, that were invested in /advanced to certain subsidiaries and other parties which have incurred significant losses and/or have negative net worth as at 31^st March, 2022 and/or have pending legal disputes with respect to the underlying projects/ properties of respective entities. In reply thereto, as already explained in detail in Note No.48 of SFS and 49A(2) of CFS, your Directors state that the underlying projects in such entities are in the early stages of real estate development and are expected to achieve adequate profitability on substantial completion and/ or have current market values of certain properties which are in excess of the carrying values. The Company considers its investments and loans in such entities as long term and strategic in nature. Accordingly, no provision is considered necessary towards diminution in the value of the Companys investments in such entities and for expected credit losses in respect of loans and advances given to such entities, which are considered good and fully recoverable.

3. Para 2(3) of the Audit Report on the SFS and Para 2(3) of the CFS read with Note No. 25.6 of SFS and 29.3(iv) of CFS mention that consequent to the ongoing negotiations as regards one-time settlement the Company/ Group has not provided for interest on loan from financial institutions. Had this provision for interest on loan been made, standalone profit (excluding other comprehensive income) for the year end would have been lower by the amount as mentioned in the Audit Report and the balance in other equity would have been lower by cumulative unprovided interest. Had this provision for interest on loan been made, consolidated loss (excluding other comprehensive income) for the year end would have been higher by the amount as mentioned in the Audit Report and the balance in other equity would have been lower by cumulative unprovided interest. In reply thereto, as already explained in detail in Note No. 25.6 of SFS and 29.3(iv) of CFS, your Directors state that the Company has not provided for interest on loan from one of the financial institutions considering the ongoing discussions/ negotiations with lenders as regards to one time settlement. Further, the said WOS is under discussion with the lender and will recognize its interest liability at the time of settlement.

Secretarial Auditors and Secretarial Audit Report:

Pursuant to Section 204 of the Companies Act 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company had appointed Mr. Vicky M. Kundaliya of M/s. V. M. Kundaliya & Associates, Practicing Company Secretaries, Mumbai as its Secretarial Auditors to conduct the secretarial audit of the Company for the FY 2022-23.The Company has provided all assistance and facilities to the Secretarial Auditor for conducting their audit. The Report of Secretarial Auditor for the FY 2022-23 is annexed to this report as Annexure C. The said report does not contain any adverse observation or qualification or modified opinion.

Also, the Secretarial Audit Reports for the FY 2022-23 of Neelkamal Realtors Suburban Private Limited (NRSPL), and MIG (Bandra) Realtors & Builders Private Limited (MIG), the material unlisted subsidiaries of the Company, form part of this report as Annexure C1 and Annexure C2 respectively.

The Secretarial Audit Report of the aforesaid material subsidiaries do not contain any qualifications or adverse marks except in case of NRSPL, there is requirement of appointment of an Independent Director and on account thereof, re-constitution of Audit Committee and re-constitution of Nomination and Remuneration Committee. The appointment of an Independent Director is in compliance with the requirements of SEBI LODR as well as Companies Act, 2013 are in process and accordingly Audit Committee and Nomination & Remuneration Committee will be reconstituted and necessary compliance will be made. Further, as informed to Stock Exchanges vide disclosure dated 5^th April, 2022, the Company intends to buy the entire equity stake from shareholders entities holding NRSPL shares and upon making payment of full acquisition consideration, such entities shall become WOS of the Company and thus indirectly NRSPL shall also be a WOS of the Company.

Business Responsibility and Sustainability Reporting:

In compliance with the Regulation 34(2)(f) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with SEBI circulars issued from time to time, the Business Responsibility and Sustainability Report for the financial year ended 31^st March, 2023 is annexed to this report as Annexure D.

Maintenance of Cost Records under Section 148(1) of the Companies Act, 2013:

The maintenance of cost records as specified under Section 148(1) of the Companies Act, 2013 is not applicable to the Company as the Company does not fall under the criteria for which such records are required to be maintained.

Internal Financial Control Systems and their Adequacy:

The Company has adequate system of internal control to safeguard and protect from loss, unauthorized use or disposal of its assets. The Company is following all the applicable Accounting Standards for properly maintaining the books of accounts and reporting financial statements. The Company continues to ensure proper and adequate systems and procedures commensurate with its size and nature of its business. Your Directors have also appointed a professional firm to examine the adequacy of these controls and the work of designing controls, documenting risks control matrix for each area of business operation and implementation thereof.

During the year under review, no material or serious observation has been received from the Statutory Auditors and the Internal Auditors of the Company on the inefficiency or inadequacy of such controls and the Internal Financial Controls with reference to financial statements as designed and implemented by the Company are adequate.

Remuneration Policy:

The Nomination and Remuneration Policy provides for appropriate composition of Executive, Non-Executive and Independent Directors on the Board of Directors of your Company along with criteria for appointment and remuneration including determination of qualifications, positive attributes, independence of Directors and other matters as provided under sub-section (3) of Section 178 of the Companies Act, 2013. The remuneration paid to the Directors is as per the terms laid out in the Nomination and Remuneration Policy of your Company.

Vigil mechanism:

Pursuant to the provisions of Section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for directors and employees to report genuine concerns has been established. The policy comprehensively provides an opportunity for any employee/Director of the Company to raise any issue concerning breaches of law, accounting policies or any act resulting in financial or reputation loss and misuse of office or suspected or actual fraud. The policy provides for a mechanism to report such concerns to the Audit Committee through specified channel. The Vigil Mechanism Policy has been uploaded on the website of the Company at http://www.dbrealtv.co.in/pdf/Whistler Blower.pdf

Fraud Reporting:

During the year under review, no instances of fraud were reported by the Statutory Auditors and Secretarial Auditors of the Company.

Risk Management Policy:

The Board of Directors reviews the risk management policy from time to time and the said policy aims at enhancing shareholders value and providing an optimum risk-reward trade off. The risk management approach is based on a clear understanding of the variety of risks that the organization faces, disciplined risk monitoring and measurement and continuous risk assessment and mitigation measures.

Corporate Social Responsibility Committee:

As per the provisions of Section 135 of the Companies Act, 2013, a Corporate Social Responsibility (CSR) Committee constituted by the Board of Directors exists. The CSR Policy is available on the website of the Company at https://www.dbrealty.co.in/pdf/ DBRL Corporate Social Responsibility (CSR) Policy.pdf

However, during the financial year under review, in view of the average losses in the last three financial years, the provisions set out under Section 135 of the Companies Act, 2013 read with rules made thereunder were not attracted. Hence, the compliances to the provisions of Section 135 of the Companies Act, 2013 read with Companies (Corporate Social Responsibility Policy) Rules, 2014, are not required.

Annual Return:

Pursuant to the provisions of Section 134(3)(a) of the Companies Act, 2013, the Annual Return for the financial year ended 31^st March, 2023 is available on the website of the Company at www.dbrealty.co.in under the section Investor.

Number of Board Meetings during 2022-23:

The Board met seven (7) times during the financial year 2022-23 and the details are mentioned in the Corporate Governance Report which is annexed to the Directors Report. Additionally, on 14^th February, 2023, the Independent Directors held a separate meeting in compliance with the requirements of Schedule IV of the Companies Act, 2013 and the provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Directors Responsibility Statement:

In terms of provisions of Section 134(5) of the Companies Act, 2013, your Directors confirm that:

a) In the preparation of the annual accounts for the year ended 31^st March, 2023, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b) 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 as on 31^st March, 2023 and of the profit of the Company for the year ended on that date;

c) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) they have prepared the annual accounts on a going concern basis.

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

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

Familiarization Programs for Independent Directors:

The various programs undertaken for familiarizing Independent Directors with the functions and procedures of the Company are disclosed in the Corporate Governance Report, which forms part of this Annual Report.

Dividend Distribution Policy

The Board has adopted a Dividend Distribution Policy, which is available on the website of the Company at https://www.dbrealtv. co.in/pdf/Divident%20Distribution%20Policv.pdf

Committees of the Board:

The Company has Six (6) Committees of the Board which have been established as a part of the best corporate governance practices and are in compliance with the requirements of the relevant provisions of applicable laws and statutes. The Company has following Committees of the Board as on 31^st March, 2023:

1. Audit Committee

2. Corporate Social Responsibility Committee

3. Nomination and Remuneration Committee

4. Finance and Investment Committee

5. Stakeholders Relationship Committee

6. Risk Management Committee

The composition of the committees of the Board of Directors is stated in the Corporate Governance Report annexed to this Report. Secretarial Standards

The Company has complied with the applicable Secretarial Standards notified by the Institute of Company Secretaries of India. Statutory Disclosures:

1. Conservation of Energy, Technological Absorption, Foreign Exchange Earnings and Outgo

Your Company is not covered by the schedule of industries which are required to furnish the information pursuant to Section 134(3)(m) of the Companies Act, 2013 read with Rule (8) of the Companies (Accounts) Rules, 2014.

The Company has not imported any technology or carried out any business of export or import and therefore the disclosure requirement against technology absorption are not applicable. The details of Foreign Exchange earnings and outgo are as under:

Particulars	31.03.2023 (Rs. in lacs)	31.03.2022 (Rs. In lacs)
Earnings in Foreign Currency	Nil	Nil
Expenditure in Foreign Currency	Nil	Nil
Foreign Travel	Nil	Nil
Business Promotion	Nil	Nil

2. Particulars of Employees

Disclosures with respect to the remuneration of Directors and employees as required under Section 197 of the Companies Act and Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 has been appended as Annexure E to this Report. The information required pursuant to Section 197 of the Companies Act read with Rule 5(2)&(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company is available for inspection by the Members at registered office of the Company during business hours on working days up to the date of the ensuing Annual General Meeting. If any Member is interested in obtaining a copy thereof, such Member may write to the Company Secretary, whereupon a copy would be sent.

Disclosure under the Insolvency and Bankruptcy Code, 2016, pursuant to Section 134 read with Rule 8 of Companies (Accounts) Amendment Rules, 2021:

Following are the details of applications filed under corporate insolvency proceedings against the Company:

Petitioner	Respondent	Section of IBC	Date of Filing	Status as on 31st March, 2023
Alfa Touch	Gokuldham Real Estate Development Company Private Limited which has merged with D B Realty Limited	9	06.02.2021	Dismissed on 19.09.2022
Reliance Commercial Finance Limited	Company	7	21.01.2020	Dismissed on 07.03.2023
Bank of India	Company	7	02.11.2022	Matter was sub-judice.

During the year under review, there was Invocation of corporate guarantee given by the Company on behalf of a related entity to Bank of India (BOI) . BOI has filed a Company Petition under Section 7 of the Insolvency and Bankruptcy Code, 2016 before the Honble National Company Law Tribunal, Mumbai (NCLT) against the Company as mentioned in the said table. The Company, based on the market value of various other primary securities, corporate guarantee and undertaking by the holding company of the related party is confident of recovering the amount to be paid to BOI from the said related party and its holding company.The matter is currently sub-judice before NCLT.

Disclosure on one-time settlement with Banks or Financial Institutions:

The Company and one of its Wholly Owned Subsidiary (WOS) has settled with the lender viz., Reliance Commercial Finance Limited (RCFL) during the year. The Company has agreed to pay Rs 185.60 Cr to the lender as full and final settlement and its WOS has agreed to pay Rs. 214.40 Cr as full and final settlement amount. The said One Time Settlement (OTS) amount has to be repaid in instalments as per the settlement deed on or before January, 2025 or repayment schedule as may be mutually extended and carries an interest agreed interest rate payable on quarterly basis till repayment of the OTS amount. During the FY 2022-23, Company and WOS has repaid an aggregate amount of Rs. 50 Cr. The Company & its WOS has not carried out any valuation at the time of settlement with the lender.

Internal Complaint Committee:

The Company has complied with the provisions relating to the constitution of Internal Complaint Committee ("ICC") as required under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

The Company is strongly opposed to sexual harassment and employees are made aware about the consequences of such acts and about the constitution of ICC.

Neither were any complaints filed during FY 2022-23 under the provisions of the said Act, nor were any complaints outstanding as at the beginning and end of the year under review.

Other Disclosures:

Your Company has not issued any shares with differential voting rights.

Your Company has not issued any sweat equity shares.

There was no revision in the financial statements.

There were no material changes or commitments affecting the financial position of the Company between the financial year end and date of this report.

There were no shares held by trustees for the benefit of employees and hence no disclosure under Rule 16(4) of the Companies (Share Capital and Debentures) Rules, 2014 has been furnished.

No significant and material orders were passed by the regulators or courts or tribunals impacting the going concern status and Companys operations in future. However, Members attention is drawn to the Statement on Contingent Liabilities and Notes forming part of the Financial Statement including ongoing matters of 2G Spectrum as provided in detail in Note no. 51 of SFS and Note no.49A(5) of CFS and SEBI matter as provided in detail in first qualification of Basis for Qualified Opinion section of Standalone Auditors Report and Consolidated Auditors Report.

Acknowledgement

Your Directors wish to place on record their appreciation to the Banks, Financial Institutions, Government Authorities, Customers and other business associates for their support and co-operation and wish to place on record their gratitude to the shareholders and the investors for their trust, support and confidence in the Company. The Board also places on record its appreciation for the dedication displayed by employees at all levels.

On behalf of the Board of Directors For D B Realty Limited

	Vinod K. Goenka	Shahid Balwa
Mumbai	Chairman & Managing Director	Vice-Chairman& Managing Director
30th May, 2023	(DIN:00029033)	(DIN:00016839)