Ajmera Realty and Infra India

The Board of Directors have pleasure in presenting the TWENTY FIRST
 ANNUAL REPORT AND AUDITED ACCOUNTS of the Company for the year ended on
 31st March 2008.
 
 FINANCIAL HIGH LIGHTS
                                                        (Rs, in Crores)
 Turnover Gross                                 2073.68     1815.42
 
 Profit before interest, 
 Depreciation & Taxation                         354.14      334.18
 
 Less: Interest                                   52.25       34.01
 
 Profit before Depreciation & Taxation           302.09      300.17
 
 Less: Depreciation                               38.84       48.31
 
 Profit before Taxation                          263.25      251.87
 
 Provision for Taxation                           17.53       41.58
 
 Profit after Tax                                245.52      210.29 
 
 Less: Adjustment in respect of Previous
 Year
 
 Net Profit                                      245.60      210.29
 
 Add: Balance in P&L Account B/F                 245.53       56.06
 
 Balance carried to Balance Sheet                 49.11      266.35
 
 
 FINANCIAL RESULTS
 
 During the Financial year 2007-08, the Company has achieved record
 Sales Turnover of Rs.2073.68 Crores.
 
 The Company has emerged as a major Realty & Steel Player with record
 turnover and profitability. The Real Estate Business gave a major
 thrust to the profitability with a share of 16.52 % in Turnover and
 72.86% in Profitability. The historic land acquisition cost, ready
 project, world-class construction and deliverance on time has helped
 company to become one of the top player in the industry.
 
 The Company has, in the recent past, consolidated its position and
 strength as a supplier of best Color Coated Steel Coils and sheets.
 This has been the result of concerted and systematic efforts in several
 areas such as restructuring, up gradation of technology, enhancement of
 operational efficiency, bench marking of quality processes and
 rightsizing the workforce, cost reduction measures, quality product
 development, aggressive marketing efforts and branding. Continued focus
 on these measures coupled with the economic upturn has resulted in
 sustaining the overall performance of the Company during the year under
 review.
 
 Performance is the key factor for the growth of any organization.
 Continuing the upward trend from the last three years, the Company
 during the current year under review, achieved all time record
 Production, Sales volume, business growth and all round progress.
 
 DIVIDEND
 
 Your Directors have recommended a dividend @ of Re 1.1 per equity share
 on 11,82,82,917 Equity Shares of Rs 10/- each. The total cash outflow
 on account of this dividend including tax on dividend would be Rs 1522
 Lacs.
 
 The dividend pay out for the year under review has been formulated
 keeping in view the companys need for capital for its growth plans 1
 and the intent to finance such plans through internal accruals to the
 maximum.
 
 OPERATIONS
 
 Real Estate Division
 
 Company has achieved a sale of more than 5 Lacs Sq. Ft. in Real Estate
 Segment. The average price realization per sq. ft. has gone up from
 Rs.5200 per Sq.Ft. to Rs. 6750 per Sq.Ft. Presendy, company is selling
 at around Rs.8000 per Sq.Ft. Company has been able to skim the
 advantage of price rise by providing better quality construction, world
 class facilities & effective marketing. Companys Sole venture Bhakti
 Park has earned revenue of Rs.347Cr.
 
 Steel Division
 
 During the year 2007-08, in steel, Colour coated coils the production
 was 1, 71,406 MT (last year 1, 43,234 MT) from the Colour Coating
 Line-I. & II and expanded its markets across the globe.
 
 The production was achieved due to the hard work of our in-house
 technical team and the support of the Management Team.
 
 EXPANSION
 
 Real Estate Division
 
 Company has ambitious expansion plan for next phase of development.
 With a potential in excess of 140 Lacs Sq.Ft. in and around Mumbai,
 Company will kick start its new venture from the second half of the
 year. Bhakti Park with a potential of 40 Lacs sq.ft.  and Kanjurmarg
 (held via WOS Jolly Brothers P. Ltd.) with potential of 80 Lacs Sq.Ft.
 will be two landmark projects upcoming within Next Year. Company with
 its expertise in construction and guidance from world-class architects
 like Skidmore Owings and Merrill (SOM), will be developing world class
 residential and Commercial Space.
 
 Steel Division
 
 The company has embarked on the Phase-II of its expansion programme for
 diversified high value products and modernization of its existing units
 as to realise higher productivity and inject new technologies keeping
 pace with global standards for achieving the highest quality of
 finished products.
 
 To this effect, installation of H2 annealing furnaces and Skinpass mill
 to produce cleaner quality cold rolled and skin-passed coils and
 installations for production of Zinc-Aluminum alloy coating to produce
 brand name Metalume product (with the backing of TKS- CS, Germany) are
 planned. The modernisation program will lift the cold rolling capacity
 further to cater to the diversified products focused by the company.
 The Metalume brand will have a great market acceptance both in painted
 and unpainted segment.
 
 The new products are expected to boost the contribution levels of your
 companys commercial operations.
 
 Today your Company has become a high technology player and one of the
 large producer of Colour Coated Steels in the Asian region.
 
 MARKET
 
 Real Estate Division
 
 Real Estate sector has witnessed buoyancy in the Urban India. The
 Sector has been able to sustain the impact of rising interest rates,
 stringent RBI Borrowing norms and Credit Squeeze faced by the banking
 Industry.
 
 Company was able to overcome all the hurdles faced by the other players
 and notched up better price realization, effectively enhancing
 profitability. Company with expertise in Real Estate Sector was able to
 complete its Projects in record time.
 
 Steel Division
 
 In Steel, the Company faced the onslaught of the unexpected rise in
 input feed stock HR coil prices, which has adversely impacted its
 sales. The Company has successfully borne this price impact with high
 value addition, better economies of scale and high-end marketing.
 
 With the added capacity, technical innovation and product
 diversification, the Company is poised to capture more domestic &
 export market besides consolidating its overall market share.
 
 Your Company continued to export Colour Coated Steels, Galvanized
 Steels and Cold Rolled Steels Products and has expanded its market
 base. The exports during the year 2007-08 in FOB value have been of
 Rs.891.97Crores.
 
 The sale of Companys products in domestic market during the year
 2007-08 was Rs.355.37Crores, thereby showing an increase of 58% over
 the previous year. The Company is continuing its efforts to accelerate
 growth in domestic market.
 
 FUTURE OUTLOOK
 
 Real Estate Division
 
 Company has a very low cost land bank at prime locations. With
 ambitious but cautious action plans, company, expects to rise to the
 position in the elite league of developers. Economies of scale, world-
 class quality construction, identification of market needs and best of
 marketing efforts will add further to the bottom line.
 
 Company with its sustained efforts, will achieve its targets well
 before deadline. With a potential development plan of more than 200
 lacs sq. ft., company will achieve its goals with record profitability
 in the coming years.
 
 Steel Division
 
 The new technologies and innovations all around have boosted your
 Companys image internationally. With the backing of M/S Thyssen Krupp,
 Germany as technology partner the Company is expected to achieve the
 added thrust in the international market.
 
 Similarly the Company is well geared to cater to domestic markets of
 Colour-Coated Product with completion of its Phase-II expansion.
 
 We continue to be Economic Value Adding and Wealth Generating
 Company for the sustainable growth of our organization and its
 stakeholders.
 
 FINANCIAL STRENGTHENING
 
 The Company had during the year under review approached various
 Financial Institutions for funding the major capital expansion of the
 Company undertaken to increase the capacity of the existing plant.  The
 total requirement of Term loan for the expansion was Rs. 179 Crores,
 which was funded by the State Bank of India & its Associates, Allahabad
 Bank, IDBI, HDFC & EXIM.
 
 LISTING
 
 The Companys equity shares are presently listed with The Bombay Stock
 Exchange Ltd (BSE) and National Stock Exchange (NSE), BSE code - 513349
 and NSE code - SPSL.
 
 DIRECTORS
 
 Since the last Annual General Meeting, the following changes have taken
 place in the Board of Directors:
 
 Shri.A C Patel, Director retires by rotation at the ensuing Annual
 General Meeting and, being eligible, offers himself for re-
 appointment.
 
 DIRECTORS RESPONSIBILITY STATEMENT
 
 Pursuant to Section 217 (2AA) of the Companies Act, 1956, the
 Directors, based on the representations received from the operating
 management, confirm that:
 
 I) in the preparation of the annual accounts for the Financial Year
 ended 31 March 2008, the applicable accounting standards had been
 followed along with the proper explanation relating to material
 departures;
 
 II) the Directors had selected such accounting policies and applied
 them consistently and made judgments and estimates that were 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 &
 Loss of the Company for the year ended under review;
 
 III) the Directors have taken proper and sufficient care for the
 maintenance of adequate accounting records in accordance with the
 provisions of the Act for safeguarding the assets of the Company and
 for preventing & detecting fraud and other irregularities; and
 
 IV) the Directors had prepared the annual accounts of the Company for
 the financial year under review on a going concern basis.
 
 CORPORATE GOVERNANCE
 
 Pursuant to Clause 49 of the Listing Agreement with BSE & NSE,
 Management Discussion and Analysis, Corporate Governance Report,
 Auditors Certificate regarding compliance of conditions of Corporate
 Governance and CEO Certificate on Code of Conduct are made as a part of
 the Annual Report.
 
 AUDIT COMMITTEE
 
 Pursuant to Section 292A of the Companies Act, 1956 and Clause 49 of
 the Listing Agreement during the year under review the Board of
 Directors of the Company constituted the Audit Committee comprising of
 Shri Jagdish J. Doshi as the Chairman, Shri Ambalal C. Patel and Shri
 Inderpal S. Kalra as the Member of the Committee.  The Committee has
 such powers and authority as provided under the aforesaid provisions
 and act in accordance with the terms of reference as specified by Board
 of Directors and Clause 49 of the Listing Agreement from time to time.
 
 AUDITORS
 
 The Companys Auditors, M/s. V. Parekh & Associates, Chartered
 Accountants, retire as Auditors of your Company at the conclusion of
 the ensuing Annual General Meeting and are eligible for re-
 appointment. They have indicated their willingness to accept
 reappointment and have further furnished necessary Certificate in terms
 of Section 224 (1B) of the Companies Act, 1956.
 
 The Audit Committee has considered and recommended the reappointment of
 M/s. V. Parekh & Associates, Chartered Accountants, Mumbai, as
 Statutory Auditors of the Company, to the Board of Directors. Your
 Directors have accepted the recommendation and recommend to the
 shareholders the reappointment of M/s. V. Parekh & Associates,
 Chartered Accountants, Mumbai as the Statutory Auditors of the Company.
 
 AUDITORS REPORT
 
 The observations made by the Auditors in their Report referring to the
 Notes forming part of the Accounts are self-explanatory to the extent
 necessary and do not require any further elucidation.
 
 CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE
 EARNINGS AND OUTGO
 
 The Information in accordance with the provisions of Section 217 (1)
 (e) of the Companies Act, 1956 read with the Companies (Disclosure of
 Particulars in the Report of Board of Directors) Rules, 1988 regarding
 conservation of energy, technology absorption is given in the Annexure
 forming part of this Report. As regards the information in respect of
 foreign exchange earnings and outgo, the same has been given in the
 Notes forming part of the accounts for the year ended 31st March 2008.
 
 INDUSTRIAL / HUMAN RELATIONS
 
 The Industrial relations during the year, under review remained cordial
 between the workers and Management. There was a total understanding of
 the Management objectives by the workers, which manifested in record
 production and turnover. For this Financial Year, the Company continued
 its efforts in the HR policies and processes to further its performance
 by way of appreciable changes and introduction of the Performance
 Linked Incentive Scheme (PLIS), which is already implemented.
 
 SUBSIDIARIES
 
 As on 31st March 2008 M/s Jolly Brothers Pvt. Ltd. and Ajmera Mayfair
 Global Realty W.L.L are the subsidiaries of the Company. A statement
 pursuant to Section 212 of the Companies Act, 1956 is set out as
 annexure to this report.
 
 CONSOLIDATED FINANCIAL STATEMENTS
 
 As required under Accounting Standard 21, Consolidated Financial
 Statements read with Accounting Standard 23 on Accounting for
 Investments in Associates, the Company is providing the audited
 consolidated financial statements in the Annual Report incorporating
 the results of the subsidiary company.
 
 PARTICULARS OF THE EMPLOYEES
 
 During the year, one employee of the Company was in receipt of
 remuneration exceeding the sum prescribed under Section 217 (2A) of the
 Companies Act, 1956. Hence, particulars under the Companies
 (Particulars of employees) Rules, 1975 are as follows:
 
 Name              Designation          Gross
                                 Remuneration
 
 Mr. O. P. Gandhi       CFO     Rs. 27,49,992
 
 Qualification Experience       Date     Age
                                  of
                             joining
 
 B.Com,          23 Years   15.01.07      45
 FCA,                              Yrs.
 FCS
 
 Mr. O P Gandhi is not a relative of any director or manager of the
 company.
 
 ACKNOWLEDGEMENT
 
 The Board of Directors wishes to thank the Central Government, State
 Government, RBI, SEBI, The Bombay Stock Exchange Limited (BSE) and
 National Stock Exchange of India Ltd. (NSE) for their cooperation in
 various spheres of your Companys functions.  The Board of Directors
 express its gratitude for the cooperation extended by the Financial
 Institutions / Term Lenders like IDBI Ltd., SICOM Ltd., IFCI, and IIBI,
 EXIM and the Working Capital Consortium Bankers i.e. Bank of Baroda,
 Allahabad Bank, Dena Bank, Federal Bank Ltd., Abu Dhabi Commercial Bank
 Ltd. and State Bank of India, State Bank of Patiala and State Bank of
 Indore for their support.
 
 Your Directors thanks all its shareholders, clients and investors for
 their support during the year and looks forward to their continued
 support in the years to come.
 
 Your Company has also gained considerably from the sincere and devoted
 services rendered by its employees at all levels. The Board of
 Directors wishes to place on record its appreciation of their efforts
 in enhancing the image of your Company in the global market.
 
                                  By order of the Board of Directors
                                 For AJMERA REALTY & INFRA INDIA LTD.
 
 Date  : 30th June, 2008                                  C S AJMERA
 Place : Mumbai                         Chairman & Managing Director