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Ajmera Realty and Infra India Directors Report, Ajmera Realty Reports by Directors
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Ajmera Realty and Infra India
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Download Annual Report PDF Format 2013 | 2012 | 2011 | 2010
Directors Report Year End : Mar '13    Mar 12
To, The Members,
 
 The have pleasure in presenting the TWENTY SIXTH ANNUAL REPORT AND
 AUDITED ACCOUNTS of the Company for the year ended on 31 st March,
 2013.
 
 FINANCIAL HIGHLIGHTS                            (Rs. in Lakhs)
                              Standalone          Consolidated 
                          2012-2013  2011-2012  2012-2013   2011-2012
 
 Total Revenue              1309.22    1886.92   8878.56    21689 68
 
 Total Expenditure            36.48     141.30   5862.97    16836.21
 
 Earnings before interest,  1272.74    1745.62   3015.59     4853.47
 depreciation
 and amortisation
 
 Depreciations Amortisation  117.82      78.28    635.40      324 98
 
 Finance Cost                                     393.55      154.62
 
 Profit before Taxation     1154.92    1667.34   1986.64     4373.87 
 Tax Expense
 
 -Current Tax                130.33     214.25    318.33      214.25
 
 -Deferred Tax 
 (Charge)/Credit                                   44.60 
 
 -MAT credit 
 utilization/entitlement - 
 
 Profit after tax           1024.59    1453.09   1623.71    4159 62
 
 Minority Interest                                 74.69     286.19
 
 Share Profit /Loss 
 of Associate - 
 
 Profit for the year        1024.59    1453.09   1549.02    3873.43
 
 PERFORMANCE:
 
 Consolidated Performance:
 
 The total revenue stood at Rs.8878.56 Lacs as compared to Rs.21689.68
 Lacs due to liquidation of stock of Ajmera Infiniti which was declared
 in 2011-2012.The Company earned a Net Profit after Tax of Rs. 1549.02
 Lacs as compared to NPAT of Rs.3873.43 lacs in the previous year. The
 Company has its geographical presence in the State of Maharashtra,
 Gujarat and Karnataka.
 
 Standalone Performance:
 
 During the year under review, the Company has earned total revenue of
 Rs.1309.22 Lacs as compared to Rs.1886.92 Lacs.The Company earned a Net
 Profit after Tax of Rs. 1024.59 lacs as compared to NPAT of Rs1453.09
 Lacs in the previous year.
 
 OPERATIONS:
 
 During the year under review the Company has commenced Ajmera Zeon
 project comprising of 5.32 Lacs Sq. ft of area at Wadala, Mumbai and
 has also declared the project named Treon at Wadala comprising approx
 5.32 Lacs q. ft of area.
 
 TRANSFER TO RESERVES:
 
 An amount of Rs.51.23 Lacs is proposed to be transferred out of the
 current profits to General Reserve.
 
 DIVIDEND:
 
 Your Directors are pleased to recommend dividend at the rate of Rs.1.5
 per equity share, i.e. 15% of the paid up equity share value for the
 year ended March 31, 2013 (Previous Year: Rs.1.7 per equity share, i.e.
 17% of the paid up equity share value) subject to the approval by the
 Shareholders at the forthcoming Annual General Meeting.
 
 Total amount of dividend payout will be Rs.532.27 Lacs. The Register of
 Members and Share Transfer Register shall remain closed during the
 period 21st September, 2013 to 27th September, 2013 (both days
 inclusive) for the purpose of Annual General Meeting and for payment of
 dividend. The dividend, if approved at the Annual General Meeting, will
 be payable to members whose names appear on the Register of Members of
 the Company on 20th September, 2013, being the first day of
 Book-Closure and to those whose names appear as beneficial owner in the
 records of National Securities Depositories Ltd. and Central Depository
 Services (India) Ltd. on close of business as on 20th September, 2013.
 
 SUBSIDIARY COMPANIES/JOINT VENTURES:
 
 As on 31 st March, 2013, the Company has five Subsidiaries namely Jolly
 Brothers Private Limited, Ajmera Estate Karnataka Private Limited,
 Ajmera Mayfair Global Realty W.L.L, Ajmera Biofuel Limited and Ajmera
 Realty Ventures Private Limited.
 
 In accordance with the general circular issued by Ministry of Corporate
 Affairs, Government of India, the Balance Sheet, Profit & Loss Account
 and other documents of the subsidiary companies are not being attached
 with Balance Sheet of the Company The Company will make available the
 Annual Accounts of the Subsidiary Companies and related detailed
 information to any member of the Company who may be interested in
 obtaining the same at the registered office of respective subsidiary
 Companies. The same information is also made available on the website
 of the Company. A statement pursuant to Section 212 of the Companies
 Act, 1956 is set out as Annexure-I to this report.
 
 During the year under review the Company has acquired 100% stake in the
 Ajmera Realty Ventures Private Limited. The said subsidiary has
 acquired 50% stake in Sumedha Spacelinks LLP in partnership with
 Sheetal Infrastructure Private Limited which is in progress of setting
 up a project named Casa Vyoma, Ahmedabad and developing a residential
 zone in an upcoming area.
 
 STATEMENT UNDER SECTION 212(1)(e) OF THE COMPANIES ACT.1956 FOR
 SUBSIDIARIES:
 
 A statement pursuant to Section 212(1) (e) read with Sub- Section (3)
 of Section 212 of the Companies Act, 1956 for the Financial Year 2013
 for the subsidiary companies is set out as Annexure -1 to this Report.
 
 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, 2013, 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 end 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.
 
 DIRECTORS:
 
 Mr. Ambalal C Patel, Director retires by rotation at the ensuing Annual
 General Meeting and, being eligible, offers himself for re-
 appointment.
 
 Mr. Manoj I. Ajmera, Managing Director retires by rotation at the
 ensuing Annual General Meeting and, being eligible, offers himself for
 re-appointment.
 
 Brief resume of the Directors proposed to be appointed/ re-appointed,
 nature of his experience in specific functional areas, names of the
 companies in which he holds directorship and membership/chairmanship of
 Board Committees, as stipulated under Clause 49 of the Listing
 Agreement with the Stock Exchanges, are provided in the Notice for
 convening the Annual General Meeting.
 
 AUDITORS:
 
 The Company''s 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 at its
 meeting held on 9th May,2013. Your Directors have accepted the
 recommendation and recommend to the shareholders the re-appointment of
 M/s. V. Parekh & Associates, Chartered Accountants, Mumbai as the
 Statutory Auditors of the Company.
 
 COST AUDITOR
 
 As per companies (Cost Accounting Records) Rules 2011, The Company
 filed the Cost Audit Report along with Cost Compliance Report for the
 financial year 2011-12 in XBRL format.
 
 The Board of Directors, subject to the approval of the Central
 Government, reappointed Mr. D. R. Mathuria & Company, Cost Accountant,
 holding certificate of practice No. 5670 as a Cost Auditors for
 conducting the Cost Audit for financial year 2013-14.  Subject to the
 compliance with all the requirements as stipulated in circular no.
 15/2011 Dated 11th April 2011 and No. 36/2011 Dated 6th November 2012
 issued by MCA, the audit committee of directors recommended his
 reappointment.
 
 The Company has also received a letter from the Cost Auditor, stating
 that the appointment, if made, will be within the limits prescribed
 under the Section 224 (1B) of the Companis Act, 1956.
 
 AUDITORS'' REPORT:
 
 The observations made by the Auditors in their Report referring to the
 Notes forming part of the Accounts are self-explanatory and therefore,
 do not require any further comments under Section 217(3) of the
 Companies Act, 1956,
 
 LISTING:
 
 The Company''s equity shares are presently listed with Bombay Stock
 Exchange Ltd (Code - 513349) and National Stock Exchange of India
 Limited (Code-AJMERA).
 
 CORPORATE GOVERNANCE:
 
 The Company has committed to maintain the highest standards of
 Corporate Governance as set out by SEBI. The Report on Corporate
 Governance as stipulated under Clause 49 of the Listing Agreement forms
 part of the Annual Report. The requisite Certificate from the Auditors
 of the company confirming compliance with conditions of Corporate
 Governance as stipulated under Clause 49, is attached to this report.
 
 Pursuant to Clause 49 of the Listing Agreement with BSE & NSE,
 Management Discussion and Analysis, Corporate Governance Report,
 Auditors'' Certificate for compliance of conditions of Corporate
 Governance and CEO Certificate on Code of Conduct is made as a part of
 the Annual Report.
 
 CODE OF CONDUCT:
 
 Pursuant to Clause 49 of the Listing Agreement, the declaration signed
 on the Code of Conduct by the Directors and senior management personnel
 for the year forms part of the Corporate Governance Report.
 
 MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
 
 The Management Discussion and Analysis Report has been separately
 furnished in the Annual Report and forms part of the Annual Report.
 
 PUBLIC DEPOSITS:
 
 During the year under review, your company has not accepted or renewed
 any fixed Deposit from the public.
 
 UNCLAIMED DIVIDEND:
 
 An amount of Rs. 10.33 Lacs is lying in the unpaid equity dividend
 account of the Company in respect of the dividend declared so far on 31
 st March, 2013. Members who have not yet received /claimed their
 dividend entitlements are requested to contact the Company or the
 Registrar and Transfer Agent of the Company.
 
 CONSOLIDATED FINANCIAL STATEMENTS:
 
 As required under Accounting Standard 21-Consolidated Financial
 Statements'' read with Accounting Standard 23 on Accounting for
 Investments in Associates, As-27 on financial reporting of interest in
 joint ventures, the Company is providing the audited consolidated
 financial statements in the Annual Report incorporating the results of
 the subsidiary companies.
 
 PARTICULARS OF THE EMPLOYEES:
 
 During the year, no employee of the Company was in receipt of
 remuneration exceeding the sum prescribed under Section
 
 217 (2A) of the Companies Act, 1956 read with the Companies
 (Particulars of Employees) Rules, 1975.
 
 ENERGY CONSERVATION, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS
 AND OUTGO:
 
 The provisions of Section 217(1) (e) of the Companies Act, 1956 and the
 Companies (Disclosure of Particulars in the Report of Board of
 Directors) Rules, 1988 regarding conservation of energy and technology
 absorption are not applicable.
 
 Since the company caters to domestic market only, it has not undertaken
 any activities relating to export, initiatives to increase exports,
 development of new export markets for products and services or
 formulated any export plans.
 
 The transaction involving foreign exchanges during the year are as
 below:
 
 Total expenditure in foreign Exchange: Travelling Rs.: Nil (Rs. 1.04
 Lacs in previous year) Architecture fees Rs. :22.30(Rs. 18.67 Lacs in
 previous year)
 
 HUMAN RELATIONS:
 
 During the year employee relations continued to be cordial and
 harmonious at all levels and in all divisions of the Company.  There
 was a total understanding of the Management objectives by the workers.
 The Company has consistently tried to improve its HR policies and
 processes so as to acquire, retain & nurture the best of the available
 talent in the Industry.
 
 ACKNOWLEDGMENT:
 
 Your Directors would like to express their appreciation for the
 assistance and co-operation received from Financial Institutions/Term
 Lenders like HDFC Bank and ICICI Bank.
 
 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 co-operation in
 various spheres of your Company''s functions.
 
 Your Directors thank all the shareholders of the Company, its clients
 and investors for their support during the year and look 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 market.
 
                               By order of the Board of Directors
 
                               For AJMERA REALTY & INFRA INDIA LTD
 
 RajnikantS.Ajmera             Chairman & Managing Director
 
 Date:12th August,2013 
 
 Place: Mumbai
Source : Dion Global Solutions Limited
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