Moneycontrol
Get App
SENSEX NIFTY
you are here:

Ajmera Realty and Infra India Ltd.

BSE: 513349 | NSE: AJMERA |

Represents Equity.Intra - day transactions are permissible and normal trading is done in this category
Series: EQ | ISIN: INE298G01027 | SECTOR: Construction & Contracting - Real Estate

Success
Alert
Please select a Day.
Info

BSE Live

Feb 28, 16:00
95.30 -6.70 (-6.57%)
Volume
AVERAGE VOLUME
5-Day
3,846
10-Day
3,897
30-Day
6,159
5,202
  • Prev. Close

    102.00

  • Open Price

    99.20

  • Bid Price (Qty.)

    0.00 (0)

  • Offer Price (Qty.)

    0.00 (0)

NSE Live

Feb 28, 15:58
95.75 -6.65 (-6.49%)
Volume
AVERAGE VOLUME
5-Day
35,243
10-Day
27,424
30-Day
51,240
51,170
  • Prev. Close

    102.40

  • Open Price

    100.15

  • Bid Price (Qty.)

    0.00 (0)

  • Offer Price (Qty.)

    95.75 (50)

Annual Report

For Year :
2018 2017 2016 2015 2014 2013 2012 2011 2010

Director’s Report

TO THE MEMBERS OF AJMERA REALTY & INFRA INDIA LIMITED The Directors take pleasure in presenting Twenty Eighth Annual Report together with the Audited Financial Statements for the year ended 31st March, 2015. HIGHLIGHTS OF THE PERFORMANCE: (Rs. in lakhs) Key Financial Indicators Standalone Consolidated 2014-2015 2013-2014 2014-2015 2013-2014 Revenue from Operations (net) 14391.67 797.08 22158.36 10827.38 EBIDTA 4626.98 776.23 6309.83 3257.08 Less: Finance costs 1747.17 - 2336.51 369.39 Less: Depreciation 231.77 119.75 681.85 579.29 Profit before Exceptional Items & Tax 2648.04 656.48 3291.47 2308.40 Exceptional Item - - - - Profit before Taxation 2648.04 656.48 3291.47 2308.40 Less: Tax Expense - Current Tax (Net of MAT Credit) 428.74 42.66 676.29 568.22 Profit after Tax 2219.30 613.82 2615.18 1740.18 Less: Minority Interest - - 47.05 120.04 Profit for the year 2219.30 613.82 2568.13 1620.14 Opening balance in Statement of Reserves and Surplus 31255.95 31175.64 36061.14 35057.60 Less: Depreciation charged to Retained Earnings 1.59 - 1.59 - Amount available for appropriation 33473.67 31789.46 38627.69 36677.74 Less: Proposed Dividend 603.24 532.27 603.24 525.00 Tax on Dividend 0.16 1.24 0.16 91.60 Closing Balance in the Statement of Reserves & Surplus 32870.27 31255.95 38024.29 36061.14 Revenue Standalone: During the Financial year under review, net revenue stood at Rs. 14391.67 Lakhs as compared to Rs. 797.08 Lakhs for the previous year. The Company earned a Net Profit after Tax of Rs. 2219.30 Lakhs as compared to Rs. 613.82 Lakhs in the previous year. The Company proposes to transfer an amount of Rs. 221.93 Lakhs to the General Reserves. Revenue Consolidated: During the Financial year under review, the Company has realised net revenue of Rs. 22158.36 Lakhs as compared to Rs. 10827.38 Lakhs. The Company''s Net Profit after Tax for the year increased by 58.51% amounting to Rs. 2568.13 Lakhs as compared to NPAT of Rs. 1620.14 Lakhs in the previous year. Consolidated profit before tax for the year is Rs. 3291.47 as compared to Rs. 2308.40 in the previous year. DIVIDEND Your Directors have recommended a dividend of Rs. 1.70/- per equity share, i.e. 17% of the paid up equity share capital for the year ended March 31, 2015 (Previous Year: Rs. 1.50/- per equity share, i.e. 15% of the paid up equity share capital). The dividend payout is subject to approval of members at the ensuing Annual General Meeting. To tal amount of dividend payout will be Rs. 603.24 Lakhs. The Register of Members and Share Transfer Register shall remain closed during the period 19th September, 2015 to 25th September, 2015 (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 18th September, 2015 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 hours as on 18th September, 2015. CORPORATE SOCIAL RESPONSIBILITY: Pursuant to Section 135 of Companies Act, 2013 and the relevant rules, the Board has constituted the Corporate Social Responsibility (CSR) Committee, under the Chairmanship of the Board''s Chairman, Mr . R ajnikant S. Ajmera. The other members of the Committee are Mr . Manoj I.Ajmera and Mr . Ambalal C. Patel. A detailed CSR Policy has also been framed which is placed on the Company''s website. Other details of CSR activities as required under Section 135 of the Companies Act, 2013, are given in the CSR Report at Annexure I. STATUTORY DISCLOSURES UNDER COMPANIES ACT, 2013: a) Extract of Annual Return Pursuant to sub-section 3(a) of Section 134 and sub section (3) of Section 92 of the Companies Act, 2013, read with Rule 12 of the Company (Management and Administration) Rules, 2014, the extract of the Annual Return as at 31st March, 2015 is provided in AnnexureII. b) Share Capital The paid up Equity Share Capital as on March 31, 2015 is Rs. 35,48,48,750/-. During the year under review, the Company has not issued any shares with differential voting rights nor granted stock options nor sweat equity. c) Related Party transactions All related party transactions are entered on arms length and are in ordinary course of business . There are no materially significant related party transactions made by the Company with Promoters, Key Managerial Personnel, etc. which may have potential conflict with the interest of the Company at large. All Related Party Transactions are presented to the Audit Committee. A statement of all related party transactions is placed before the Audit committee on a quarterly basis specifying nature, value, terms and conditions of the transaction. The material Related Party Transactions policy as approved by the Board is uploaded on website of the Company and the link for the same is www.aril.co.in Since all related party transactions entered into by the Company were in the ordinary course of business and were on arms length basis, form AOC-2 is not applicable to the Company. d) Directors Responsibility Statement In terms of Section 134(3)(c) & Section 134(5) of the Companies Act, 2013 your Directors confirm that: (i) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures; (ii) 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 and loss of the company for that period; (iii) Proper and sufficient care has been taken 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; (iv) The annual accounts has been prepared on a going concern basis; (v) Internal financial controls as laid down, are followed by the company and that such internal financial controls are adequate and were operating effectively. Explanation - For the purposes of this clause, the term Internal financial controls means the policies and procedures adopted by the company for ensuring the orderly and efficient conduct of its business, including adherence to company''s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information; and (vi) Proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively. e) A Statement of declaration given by the Independent Directors Necessary declaration has been obtained from Independent Directors under section 149(7) of the Companies Act, 2013 and clause 49 of the Listing Agreement. f) 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 no. 12, 13 & 24 of the Standalone Audited Financial Statements. g) The Conservation of Energy, Technology absorption, Foreign Exchange Earnings and Outgo, in such manner as may be prescribed The particulars relating to energy conservation, technology absorption, Foreign exchange earnings and outgo as required to be disclosed under Section 134 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, is provided in Annexure III. h) Deposits In terms of provisions of Section 73 of the Companies Act, 2013 read with relevant Rules of the Act, the Company had no opening or closing balances and also has not accepted any fixed deposits during the year under review and as such, no amount of principal or interest was outstanding as on March 31, 2015. CORPORATE GOVERNANCE REPORT & MANAGEMENT DISCUSSION ANALYSIS: The company has complied with the Corporate Governance requirements under Companies Act, 2013 and as stipulated as per Listing Agreement with the Stock Exchanges. A separate section on Corporate Governance under Listing Agreement, alongwith a certificate from auditor''s confirming the compliance, is annexed and forms part of the Annual Report. A detailed Management Discussion Analysis forms part of this Annual Report. BOARD MEETINGS, BOARD OF DIRECTORS, KEY MANAGERIAL PERSONNEL & COMMITTEE OF DIRECTORS: a) No. of Board Meetings During the year, Four Board Meetings and Four Audit Committee Meetings were convened and held. The details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013. b) Re-appointment In accordance with the provisions of Section 152(6) of the Companies Act, 2013, Mr . Manoj I. Ajmera, Managing Director will retire by rotation at the ensuing Annual General Meeting of the Company and being eligible, offers himself for re-appointment .Your Directors recommend that the resolution relating to re-appointment of Mr . Manoj I. Ajmera, Managing Director who is liable to retire by rotation. Pursuant to the provisions of Clause 49 of the Listing Agreement, brief resume of the Director is furnished along with Explanatory Statement to the notice of this Twenty Eighth Annual Report. c) Resignation,Cessation,Changes in the Directors/KMP Mr. Jitendra Anandpara , who was appointed as Independent Director with effect from 18th January, 2010, resigned with effect from 1st April, 2014. The Board of Directors of your Company placed on record their deep appreciation for the services and expert advise of Mr. Jitendra Anandpara and wished him the very best in his future endeavours. Ms. Aarti M. Ramani was appointed as women Independent Director in place of Mr. Jitendra Anandpara with effect from 12th August, 2014. Mr. O. P. Gandhi was appointed with effect from 13th May, 2014 as a Chief Financial Officer of the Company. Ms. Harshini D. Ajmera,Company Secretary, Mr. O.P. Gandhi, Chief Financial Officer and Mr. Manoj I. Ajmera, Managing Director were designated as KMP . d) Board Committees The Company has the following statutory Committees of Board Audit Committee Nomination & Remuneration Committee Stakeholders Relationship Committee Corporate Social Responsibility Committee The composition of each of the above Committees, their respective roles and responsibilities are given in detail in the Corporate Governance Report. e) Board Evaluation Pursuant to the provisions of Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an annual evaluation of its own performance, the directors individually, as well as the evaluation of working of its Committees. At the meeting of the Board all relevant factors that are material for evaluating performance of individual Directors, the Board and its various committees were discussed in detail. A structured questionnaire for evaluation of the Board, its various Committees and individual Directors was prepared and recommended to the Board by Nomination & Remuneration Committee for doing the required evaluation after taking into consideration the input received from the Directors covering various aspects of the Board''s functioning such as adequacy of the composition of the Board and its Committees, execution and performance of specific duties, obligations and governance etc. A separate exercise was carried out to evaluate the performance of individual Directors including the Chairman of the Board, who were evaluated on parameters such as level of engagement and contribution, independence of judgement, safeguarding the interest of the Company and its minority shareholders etc. The performance evaluation of the independent Directors was carried out by the entire Board. The performance evaluation of the Chairman and Non-Independent Directors was also carried out by the independent Directors at their separate meeting. The Directors expressed their satisfaction with the evaluation process. REMUNERATION & NOMINATION POLICY: The Board of Directors has framed a policy which lays down a framework in relation to remuneration of Directors, Key Managerial Personnel and Senior Management of the Company. The policy lays down the criteria for selection and appointment of Board Members. The details of the policy are explained in the Corporate Governance Report. VIGIL MECHANISM /WHISTLE BLOWER POLICY: Pursuant to Section 177(9) read with Rule 7 of Companies (Meetings of Board and its powers) and Clause 49 of Listing Agreement, the Company has a vigil mechanism named Whistle Blower Policy (WBP) to deal with instance of fraud and mismanagement, if any. The details of the WBP Policy is explained in the Corporate Governance Report and also posted on the website of the Company. AUDITORS: The Company''s Statutory Auditors , M/s. V. Parekh & Associates, Chartered Accountants, Mumbai was appointed in the last Annual General Meeting for a period of three financial years. They have confirmed their eligibility under section 141 of the Companies Act, 2013 and the Rules framed thereunder for appointment as Auditors of the Company. As required under Clause 49 of the Listing Agreement, the auditors have also confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India. We propose the ratification of appointment of Statutory Auditors from conclusion of this Annual General Meeting till conclusion of 30th Annual General Meeting, subject to shareholder''s approval. a) Auditors and their report The Independent Auditors Report to the Shareholders does not contain any reservation,qualification or adverse remark. b) Cost Auditor and Cost Audit Report Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Amendment Rules, 2014, the cost audit records maintained by the Company in respect of its real estate activity is required to be audited. Your Directors had, on the recommendation of the Audit Committee, appointed M/s. D.R.Mathuria & Co., Cost Accountants as the Cost Auditors to audit the cost records of the Company for the FY 2015-2016 at a remuneration not exceeding Rs. 75,000/- (Rupees Seventy Five Thousand only). As required under the Companies Act, 2013, the remuneration payable to the cost auditor is required to be placed before the Members in a General Meeting for their ratification. Accordingly, a resolution seeking member''s ratification for the remuneration payable to M/s. D.R.Mathuria & Co.,Cost Accountants is included in Item No.5 of the Notice convening the Annual General Meeting. Also the Cost Audit report for FY 2014-15 was placed before Board Meeting as on 23rd July, 2015 with no qualifications. c) Secretarial Audit Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s H.P. Sanghvi & Co, Practising Company Secretary to undertake the Secretarial Audit of the Company. The Secretarial Auditor''s Report is annexed in Annexure IV. It does not contain any qualification. PARTICULARS OF REMUNERATION TO DIRECTORS / EMPLOYEES: The Information relating to Remuneration of Directors as required under Section 197 (12) is given in Annexure V herewith. Also information as required under the provisions of Rules 5(2) & 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are set out in Annexure V to the Directors'' Report. As per the proviso to Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is set out in Annexure V. There are no employees posted and working outside India except Directors drawing more than Rs. 6 million per financial year or Rs. 5 lakhs per month. SUBSIDIARY COMPANIES: As per section 129(3) the salient features of financial statements of Subsidiaries,Associates and Joint Ventures are provided in Form AOC-1 in the Annexure-VI. RISK MANAGEMENT: The Audit Committee has also been delegated the responsibility for monitoring and reviewing risk management, assessment and minimization procedures, developing, implementing and monitoring the risk management plan and identifying, reviewing and mitigating all elements of risks which the Company may be exposed to. The Board also reviews the risk management assessment and minimization procedures. CONSOLIDATED ACCOUNTS: The Consolidated Financial Statements of your Company for the Financial Year 2014-15 are prepared in compliance with applicable Accounting Standards and applicable clauses of the Listing Agreement as prescribed by the Securities and Exchange Board of India. The consolidated accounts have been prepared on the basis of audited financial statements received from subsidiaries and joint venture companies, as approved by their respective Boards. The annual accounts and financial statements of the subsidiary companies and related information in detail shall be made available to members on request and are open for inspection at the Registered Office of your Company. UNPAID/UNCLAIMED DIVIDEND : Pursuant to Section 205C and other applicable provisions of Companies Act, 1956 (the corresponding provision in the Companies Act, 2013 have not yet been notified). Dividends that are unpaid/unclaimed for a period of seven years are required to be transferred to the Investor Education and Protection Fund administered by the Central Government. During the year under review the Company has transferred Rs. 3.61 Lakhs towards unclaimed dividend pertaining to the Financial Year 2006-07 to Investor Education Protection Fund. Attention is drawn that the unclaimed/unpaid dividend for the financial year 2007-2008 which is due for transfer to IEPF on or before 5th November,2015. In view of this, the Members of the Company, who have not yet encashed their dividend warrant(s) or those who have not claimed their dividend amounts, may write to the Company/Company''s Registrar and Share Transfer Agent, Sharex Dynamic (India) Private Limited. The details of the consolidated unclaimed/unpaid dividend details as required by the Investor Education and Protection Fund (Uploading of information regarding unpaid and unclaimed amounts lying with companies) Rules, 2012, for all the unclaimed/ unpaid dividend accounts outstanding (drawn upto the date of Twenty Seventh Annual General Meeting held on 27th September, 2014) in terms of the Ministry of Corporate Affairs Notification No. G.S.R 352 (E) dated May 10, 2012 has been uploaded on the Company website: http://www.aril.co.in THE BALANCE IN THE UNPAID/UNCLAIMED DIVIDEND ACCOUNTS AS ON 31ST MARCH, 2015 ARE AS FOLLOWS: Year Type of Dividend per Date of declaration of Dividend Share (Rs.) Dividend 2007-2008 Final 1.10 30th Sept, 2008 2008-2009 Final 1.10 30th Sept, 2009 2009-2010 Final 1.10 29th Sept, 2010 2010-2011 Final 1.40 30th Sept, 2011 2011-2012 Final 1.70 28th Sept, 2012 2012-2013 Final 1.50 27th Sept, 2013 2013-2014 Final 1.50 27th Sept, 2014 Year Due date of Transfer Amount in Rs. as on 31st March, 2015 2007-2008 5th Nov, 2015 3,75,852.00 2008-2009 5th Nov, 2016 1,22,917.30 2009-2010 4th Nov, 2017 1,26,477.50 2010-2011 5th Nov, 2018 1,61,192.60 2011-2012 3rd Nov, 2019 2,04,108.80 2012-2013 2nd Nov, 2020 2,49,903.50 2013-2014 2nd Nov, 2021 4,63,768.00 SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS: There was no significant and material orders passed by the regulators / courts during the year under review. DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013: The Company is committed to provide healthy environment to all employees of Ajmera''s and does not tolerate any discrimination and/or harassment in any form. The Company has in place a Prevention of Sexual Harassment (POSH) policy in line with requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the Financial Year 2014-15,there were no complaints received by the Company. ACKNOWLEDGEMENT: Your Directors thank the various Central and State Government Departments, Organizations and Agencies for the continued help and co-operation extended by them. The Directors also gratefully acknowledge all stakeholders of the Company viz. customers, members, dealers, vendors, banks and other business partners for the excellent support received from them during the year . The Directors place on record their sincere appreciation to all employees of the Company for their unstinted commitment and continued contribution to the Company. By Order of the Board of Directors for AJMERA REALTY & INFRA INDIA LTD. RAJNIKANT S.AJMERA CHAIRMAN & MANAGING DIRECTOR DIN: 00010833 Place : Mumbai Date : 23rd July, 2015 Registered Office: Citi Mall, Link Road, Andheri (W), Mumbai 400 053

Director’s Report