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Ajmera Realty & Infra India Ltd.

BSE: 513349 Sector: Infrastructure
NSE: AJMERA ISIN Code: INE298G01027
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OPEN 147.65
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VOLUME 22970
52-Week high 192.20
52-Week low 95.25
P/E 10.82
Mkt Cap.(Rs cr) 511.62
Buy Price 144.20
Buy Qty 57.00
Sell Price 0.00
Sell Qty 0.00
OPEN 147.65
CLOSE 146.30
VOLUME 22970
52-Week high 192.20
52-Week low 95.25
P/E 10.82
Mkt Cap.(Rs cr) 511.62
Buy Price 144.20
Buy Qty 57.00
Sell Price 0.00
Sell Qty 0.00

Ajmera Realty & Infra India Ltd. (AJMERA) - Director Report

Company director report

TO

THE MEMBERS

Your Directors take pleasure in presenting the 29th Annual Report on thebusiness and operations of your Company along with the standalone and consolidated summaryfinancial statements for the year ended 31st March 2016.

1. HIGHLIGHTS OF THE PERFORMANCE:

Key Financial Indicators

Standalone

Consolidated

2015-2016 2014-2015 2015-2016 2014-2015
Revenue from Operations (net) 222.35 143.92 329.36 185.00
EBIDTA 72.63 46.27 92.07 52.66
Less: Finance costs 28.63 17.47 31.00 17.48
Less: Depreciation 2.43 2.32 2.43 2.32
Profit before Exceptional Items & Tax 41.57 26.48 58.64 32.86
Exceptional Item

-

-

-

-

Profit before Taxation 41.57 26.48 58.64 32.86
Less: Tax Expense - - - -
Current Tax (Net of MAT Credit) 7.64 4.29 13.07 6.71
Profit after tax 33.93 22.19 45.57 26.15
Less: Minority Interest

-

-

3.16 0.47
Profit for the year 33.93 22.19 42.41 25.68
Opening balance in Statement of Reserves and Surplus 328.70 312.56 380.24 360.61
Less: Depreciation charged to Retained Earning

-

0.02

-

0.02
Amount available for appropriation 362.63 334.73 422.65 386.27
Less: Proposed Dividend 8.87 6.03 8.87 6.03
Tax on Dividend

-

-

-

-

Closing Balance in the Statement of Reserves & Surplus 353.76 328.70 413.78 380.24

a. Profits Standalone:

Your Company posted Net Revenues (from operations and other income) of Rs 222.35 Croresand Net Profit of Rs 33.93 Crores for FY 2015-16. The Net Revenues and Net Profit for FY2014-15 was Rs 143.92 Crores and Rs 22.19 Crores respectively. Appropriations from the NetProfit have been effected as per the table given above.

b. Profits Consolidated:

Your Company posted Net Revenues (from operations and other income) of Rs 329.36 Croresand Net Profit of Rs 42.41 crores for FY 2015-16. The Net Revenues and Net Profit for FY2014-15 was Rs 185 Crores and Rs 25.68 Crores respectively. Appropriations from the NetProfit have been effected as per the table given above.

2. APPROPRIATIONS:

a. Dividend:

The Board in its meeting held on 9th March 2016 declared an interimDividend of Rs 1.70/- per Equity shares i.e. @ 17% on Equity shares of face value of '10/- each per share. Further the Board in its meeting held on 19th May 2016has recommended a final Dividend of Rs 0.80 per equity share i.e. 8% on Equity shares forthe financial year ended 31st March 2016. The proposal for final dividend issubject to the approval of shareholders at the ensuing Annual General Meeting to be heldon 26th August 2016. The total dividend appropriation (excluding tax.) for thefinancial year 2015-16 is Rs 8.87 Crores as against Rs 6.03 Crores in financial year2014-15. Dividend (including DISTRIBUTION TAX) as a percentage of consolidated net profitafter tax is 20.91% as compared to 23.48% in previous year.

The Register of members and Share Transfer Books will remain closed from 20thAugust 2016 to 26th August 2016 (both days inclusive) for the purpose ofpayment of the final dividend for the financial year ended 31st March 2016 andthe Annual General Meeting. The Dividendif approved at the Annual General Meetingscheduled on 26th August 2016 will be payable to members whose names appearon Register of Members of the Company and in the records of National SecuritiesDepositories Ltd. And Central Depository Services (India) Ltd. on close of business hourson 19th August 2016.

b. Transfer to reserves:

We propose to transfer Rs 3.39 Crores to the general reserve on account of declarationof Dividend. An amount of Rs 21.66 Crores is proposed to be retained in the surplus atstandalone level.

3. FIXED DEPOSITS:

We have not accepted any fixed deposits and as such no amount of principal or interestwas outstanding as on Balance sheet date.

4. MATERIAL CHANGES AFFECTING THE POSITION OF THE COMPANY BETWEEN END OF FINANCIAL YEARAND DATE OF REPORT :

There were no material changes affecting the Company between end of Financial year anddate of report.

5. CONSOLIDATED FINANCIAL STATEMENTS:

Pursuant to Section 129 of the Companies Act 2013 the Company has prepared aconsolidated financial statement of the Company and also of its Subsidiaries in the sameform and manner as that of the Company which shall be laid before the ensuing 29thAnnual General Meeting of the Company.

Further pursuant to the provisions of Accounting Standard (‘AS') 21 23 &27 Consolidated Financial Statements notified under section 133 of the Companies Act2013 read together with Rule 7 of the Companies (Accounts) Rules 2014 issued by theMinistry of Corporate Affairs the Consolidated Financial Statements of the Company alongwith its subsidiary for the year ended March 31 2016 forms part of this Annual Report.

6. SUBSIDIARIES AND ASSOCIATES:

The Company has 10 subsidiaries as on March 312016. There are 3 associatecompanies/joint venture companies within the meaning of section 2(6) of the Companies Act2013 ("Act"). There has been no material change in the nature of the business ofthe subsidiaries. Pursuant to provisions of section 129(3) of the Act a statementcontaining salient features of the financial statements of the Company's subsidiaries inForm AOC-1 is attached to the Director's Report in Annexure-1.

During the year a wholly owned subsidiary named Ajmera Corporation UK Limited wasincorporated on 17th December 2015 to explore the real estate expansionopportunities in UK and its future prospects.

Further pursuant to the provisions of section 136 of the Act the financial statementsof the Company consolidated financial statements along with relevant documents andseparate audited accounts in respect of subsidiaries are available on the Company'swebsite: www.aril.co.in

7. HUMAN RESOURCES MANAGEMENT TRAININGS & RECRUITMENT:

a. Human Resource Management:

As every industry globally is being re-shaped by digital technologies individuals aretransforming themselves to stay relevant and succeed in a digital world. The focus of theCompany has been to leverage digital re-imagination to drive growth and efficiency ofbusiness models products and services business processes as well as the workplace. Thishelps deliver a superior experience to every key stakeholder viz. customers employeesinvestors and the community.

As we know an organisation cannot build a good team of working professionals withoutgood Human Resources. Accordingly our organization has defined key functions of the HumanResources Management (HRM) team consisting of recruiting people training themperformance appraisals motivating employees and much more. Such human resource includesTop Level Managers Senior & Middle level and Executives.

Our human resource team believes in personnel management which involves planningorganising directing and controlling of the recruitment and resource management training& development compensation integration and maintenance of people for the purpose ofcontributing to organizational individual and social goals.

b. Recruitment Review:

Ajmera's success depends largely on its team who must continually meet the highcustomer expectations generated by a very competitive and rapidly changing industry.

The company therefore depends on the support of a body of competent informed andengaged employees. To maintain these standards and to meet the business goals therecruitment of appropriately qualified personnel is essential.

Ajmera is an Equal Opportunity Employer. Equal Opportunity means that employees arerecruited hired paid promoted transferred and given benefits and trainingopportunities without discrimination against any person on account of race colorreligion nationality or ethnic origin gender age disability citizenship statusmarital status or sexual orientation. All employees of the organization are expected toact in accordance with the spirit of this policy as well as the requirements of law.

Recruiting and selecting the right people is of paramount importance to the continuedsuccess of the Company. This Recruitment and Selection Policy sets out how to ensure asfar as possible that the best people are recruited on merit and that the recruitmentprocess is free from bias and discrimination.

c. Training & Development Overview:

The Company is acutely aware that its success for going forward depends upon continualdevelopment of its employees with the necessary competencies to perform at the highestlevel. The Company is committed to the professional development of our people andrecognizes the importance of training and development for them.

Training programs are developed to help our people enhance their skills and knowledgeat every opportunity in order to perform their current job more efficiently andeffectively and to be better prepared for career opportunities which may arise.

This policy applies to all employees irrespective of their employment status functiongrade or location. All employees are treated equally in the provision of training anddevelopment opportunities and are provided with equal access to training and developmentopportunities relevant to their needs. Training and development will be provided not onlyto perform the work effectively but also for the professional development of theemployee.

8. PARTICULARS OF EMPLOYEES:

The information is required under section 197 of the Act read with rule 5(1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 are givenbelow:

(a) Details of Ratio of Remuneration of each Director to the median remuneration of theemployees of the Company for financial year 2015-16.

Name of the Director Ratio to the Median
Mr. Rajnikant Shamalji Ajmera 35.08
Mr. Manoj Ishwarlal Ajmera 23.39
Mr. Sanjay Chhotalal Ajmera 10.33

(b) The percentage increase in remuneration of each director Chief Financial OfficerChief Executive Officer Company Secretary or Manager if any in the financial year2015-16;

Name of the Director % Increase
Mr. Rajnikant Shamalji Ajmera 78.29%
Mr. Manoj Ishwarlal Ajmera 111.33%
Mr. Sanjay Chhotalal Ajmera 20.20%
Mr. O P Gandhi 6.30%
Ms. Harshini D. Ajmera 6.30%

(c) The percentage increase in the median remuneration of employees in the financialyear 2015-16 is 6.30 %.

(d) The number of permanent employees on the rolls of Company as on 31st March 2016 :250 (as against 225 on 31st March 2015).

(e) Average percentile increase already made in the salaries of employees other thanthe managerial personnel in the last financial year and its comparison with the percentileincrease in the managerial remuneration and justification thereof and point out if thereare any exceptional circumstances for increase in the managerial remuneration :

The average % increase given in 15-16 was 6.11 % for all employees who went through thecompensation review cycle in the year.

The compensation decisions for each year are taken after considering the benchmark dataand the approved compensation budget as per the financial plan for the year by themanagement.

The average % increase given in 15-16 to senior management was 47%. The Increase ofDirectors Remuneration was to bring the Managerial remuneration at par with Industrynorm's and to maintain the benchmarking throughout the Industry. The Managerialremuneration for the previous years were too low so considering the performance of theCompany and efforts of the senior leadersthe increase was advised by the Nomination andRemuneration Committee.

(f) The key parameters for any variable component of remuneration availed by thedirectors: No variables were provided to the Directors for the Fiscal 2016.

(g) Affirmation that the remuneration is as per the remuneration policy of the Company:The Company affirms the remuneration is as per the remuneration policy of the Company.

(h) Information as required as per Section 197(12) and Rule 5(2) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 for the Financial Yearended 31st March 2016:

Name of the Director Rajnikant S. Ajmera
Designation in the company Chairman
Qualification Diploma in Civil Engineering
Age (in years) 65 years
Previous Employer N.A
Total Experience (in years) 42 Years
Date of Joining 1st August 2014
Remuneration received (in ') 11693521
Nature of employment Permanent
Percentage of equity shares held by him and his spouse 4.52%
Whether relative of other Directors or Manager of the Company He is not a relative of any other Director or Manager of the Company as per definition u/s 2(77) of the Act.

9. INTERNAL FINANCIAL CONTROL:

The details in respect of internal financial control and their adequacy are included inthe management discussion & analysis which forms part of the Annual Report.

10. MANAGEMENT DISCUSSION ANALYSIS:

The Management Discussion and Analysis Report for the year under review as stipulatedin SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 is presentedin a separate section forming part of this Annual Report.

11. CORPORATE GOVERNANCE DISCLOSURES:

a) Our Corporate Governance Philosophy:

Corporate Governance is about maximizing shareholders value legally ethically andsustainably. At Ajmera's the goal of corporate governance is to ensure fairness for everystakeholders. We believe sound corporate governance is critical to enhance and retaininvestor trust. We always seek to ensure that our performance is driven by integrity. OurBoard exercises its fiduciary responsibilities in the widest sense of term. Ourdisclosures seek to attain the best practices in the international corporate governance.We also endeavour to enhance long term shareholders value and respect minority rights inall our business decisions. Our corporate governance report forms part of Annual Reportfor Fiscal year 2015-16.

b) Listing Agreement:

The Securities Exchange Board of India (SEBI)on September 2 2015 issued SEBI(Listing Obligations & Disclosure Requirements) Regulations 2015 with the aim toconsolidate and streamline the provisions of Listing Agreement for different segments ofcapital markets to ensure better enforceability. The said regulations were effectiveDecember 1 2015. Accordinglyall listed entities were required to enter into the ListingAgreement within six months from the effective date. The Company entered into ListingAgreement with BSE Limited and NSE India Limited w.e.f. 1st December 2015.

c) Policies:

We seek to promote the highest level of ethical standards in all our businesstransactions guided by our value system. The SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 mandated the formulation of certain policies for alllisted Companies. All our policies are available on our Company website: (www.aril.co.in).The policies are reviewed periodically by the Board and updated based on need and newcompliance requirement.

In addition to its Code of Conduct and Ethics key policies that have been adopted bythe Company are as follows:

Name of policy Brief Description Weblink
Whistle Blower Policy The company has adopted the whistle blower mechanism for directors and employees to report any unethical behaviouractual or suspected fraudor violation of the Company's code of conduct or ethics. The Policy protects directors and employees wishing to raise a concern about serious irregularities within the Company and ensures that strict confidentiality is maintained whilst dealing with concerns and also that no discrimination will be meted out to any person for a genuinely raised concern. http://www.aril.co.in/download/ whistle-blower-policy%20ariil. pdf
Nomination and Remuneration Policy This policy formulates the criteria for determining qualifications positive attributes independence of Directors and other matters and criteria for determining the remuneration of Directors/KMP/and other employees. http://www.aril.co.in/download/ nomination 7 remuneration policy-ariil.pdf
Corporate Social Policy The policy outlines Company's strategy to bring out positive impact in society through various activities and programs relating to educations medical aid healthcare and environment. http://www.aril.co.in/download/ csr-policy-ariil-final-printed.pdf
Policy for determining material subsidiaries This policy is used to determine the material subsidiaries and material unlisted Indian subsidiaries of the Company and to provide the governance framework for them. http://www.aril.co.in/download/ material-subsidiary-policy-ariil- final-printed.pdf
Related Party Transaction Policy The policy regulates all the transactions between the Company and related parties. http://www.aril.co.in/download/ rpt-policy-ARIIL.pdf
Insider Trading Policy This Policy replaces the erstwhile ‘code of conduct for prevention of Insider Trading' and ensures confidentiality of un-published price sensitive information and provides guidelines to directors officers employees and consultants of the Company with respect to trading in securities of the Company. http://www.aril.co.in/download/ ANNEXURE%203-ARIIL-code- of-Insider-Trading-Policy.pdf

 

Name of policy Brief Description Weblink
Policy for determining materiality of event This policy relates to disclosure of materiality of events affecting the Company and its subsidiaries. http://www.aril.co.in/ download/Policies/Policy-for- Determination-of-Materiality-of- any-Event-Information.pdf
Policy on preservation of Documents The purpose of this Policy is to ensure that necessary records and documents of the Company are adequately protected and maintained and to ensure that records that are no longer needed by the company or are of no value are discarded at regular interval. http://www.aril.co.in/download/ Policies/Policy-on-Preservation- of-Documents.pdf
Archival policy This policy deals with archival of corporate records of the Company http://www.aril.co.in/download/ Policies/Archival-Policy.pdf
Authorisation to determine material events and disclosure thereof The Company has authorised its KMPs to determine and disclose the material events / information to the stock exchange. http://www.aril.co.in/download/ Policies/Authorisation-to-file- with-stock-exchange.pdf
Risk Management Policy This policy provides guidance in order to identify evaluate monitor and minimize the identifiable risks. http://www.aril.co.in/download/ Policies/Risk-Management- Policy.pdf
Terms and conditions of appointment of Independent Directors (ID) This formulates the criteria for appointment of Independent Director and consists of role duty responsibilities and remuneration of Independent Directors. http://www.aril.co.in/download/ terms-and-conditions-of-ID- ARIIL-final-printe

d) Familiarization program for independent directors:

All new Independent Directors introduced into the Board attend an orientation program.The details of training and familiarization program are provided in the CorporateGovernance report and is also available on our website www.aril.co.in. Further atthe time of appointment of Independent Director the Company issues a formal letter ofappointment outlining her/his role function duties and responsibilities. The format ofletter of appointment is available on our website www.aril.co.in

e) No. of board meetings:

The Board of Directors met 5 times in a financial year ended 2015-16 details of whichis given in the Corporate Governance Report. The Maximum interval between any two meetingsdid not exceed 120 days as prescribed in the Companies Act 2013

f) Policy on Directors' Appointment and Remuneration:

The current policy is to have an appropriate mix of executive and Independent Directorsto maintain the Independence of Board and separate its functions of governance andmanagement. As on March 31 2016 the Board consists of six members three of whom areexecutive and three are independent Directors.

The policy of the Company on Directors' appointment and remuneration as framed byNomination and Remuneration Policy including criteria for determining qualificationspositive attributes independence of Directors and other matters as required undersub-section (3) of 178 of Companies Act 2013 has been disclosed in the corporategovernance report which forms part of this report.

There has been no change in the policy since last fiscal year.

g) Board evaluation:

The board of directors has carried out an annual evaluation of its own performanceboard committees and individual directors pursuant to the provisions of the Act and thecorporate governance requirements as prescribed by Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements)Regulations 2015.

The performance of the board was evaluated by the Nomination and Remuneration Committeeafter seeking inputs from all the directors on the basis of the criteria such as the boardcomposition and structure effectiveness of board processes information and functioningetc.

The performance of the committees was evaluated by the board after seeking inputs fromthe committee members on the basis of the criteria such as the composition of committeeseffectiveness of committee meetings etc.

The board and the nomination and remuneration committee reviewed the performance of theindividual directors on the basis of the criteria such as the contribution of theindividual director to the board and committee meetings like preparedness on the issues tobe discussed meaningful and constructive contribution and inputs in meetingsetc. Inaddition the chairman was also evaluated on the key aspects of his role.

In a separate meeting of independent directors performance of non-independentdirectors performance of the board as a whole and performance of the chairman wasevaluated taking into account the views of nonexecutive directors. The same was discussedin the board meeting that followed the meeting of the independent directors at which theperformance of the board its committees and individual directors was also discussed.Performance evaluation of independent directors was done by the entire board excludingthe independent director being evaluated.

h) Declararion by Independent Directors:

Pursuant to the provisions of section 149 of the Act Mr. Ambalal C. Patel Mr. JagdishJ. Doshi and Mrs. Aarti Ramani were appointed as independent directors at the AnnualGeneral Meeting of the Company held on 27th September 2014. They havesubmitted a declaration that each of them meets the criteria of independence as providedin section 149(6) & (7) of the Act and Listing Agreement that there has been no changein the circumstances which may affect their status as independent director during theyear.

i) Directors and Key Managerial Personnel:

i) Inductions:

There were no new Inductions in the Board of Directors of the Company for the financialyear 2015-16.

ii) Retirement by Rotation:

In accordance with the provisions of Section 152(6) of the Companies Act 2013 Mr.Rajnikant S. Ajmera Chairman & Managing Director retires by rotation in this AGM& is eligible for reappointment. Mr. Rajnikant S. Ajmera Chairman & ManagingDirector has offered himself for re-appointment.

iii) Re-appointments:

Mr. Manoj I. Ajmera Managing Director and Mr. Sanjay C.Ajmera Whole-time Director iseligible for re-appointment as Managing Director and Wholetime Director respectively w.e.f24th April 2017 for a period of 5 years. Hence appropriate resolutions for there-appointment of Directors are being placed before you for your approval at the ensuingAnnual General Meeting. The brief resume of the aforesaid Directors and other informationhave been given in detail in the Notice. Your Directors recommend their re-appointment asDirectors of your Company.

iv) Committees of board:

Currently the board has 5 committees: the Audit committee the Nomination andRemuneration Committee the Corporate Social Responsibility Committee the Stake holdersRelationship Committee and Committee of Independent Directors.

A detailed note on the composition of Board and its committees is provided in theCorporate Governance Report forming part of this Annual Report.

v) Key Managerial Personnel:

Pursuant to the provisions of section 203 of the Act the key managerial personnel ofthe Company are - Mr. Manoj I. AjmeraManaging Director Mr. O. P Gandhi Chief FinancialOfficer and Ms.Harshini D.Ajmera Company Secretary.

There has been no change in the key managerial personnel during the year.

vi) Pecuniary Relations:

During the year the non-executive directors of the Company had no pecuniaryrelationship or transactions with the Company other than the sitting fees andreimbursement of expenses incurred by them for the purpose of attending meetings of theCompany.

j) Directors Responsibility Statement:

In terms of section 134(3)(c) & Section 134(5) of the Companies Act 2013 yourdirectors confirm that :

(i) in the preparation of the annual accounts the applicable accounting standards havebeen followed and there are no material departures;

(ii) they have selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the Company at the end of the financial year and of the profitof the Company for that period;

(iii) they have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;

(iv) they have prepared the annual accounts on a going concern basis;

(v) they have laid down internal financial controls to be followed by the Company andsuch internal financial controls are adequate and operating effectively;

Explanation.-For the purposes of this clause the term "Internal financialcontrols" means the policies and procedures adopted by the company for ensuring theorderly and efficient conduct of its business including adherence to company's policiesthe safeguarding of its assets the prevention and detection of frauds and errors theaccuracy and completeness of the accounting records and the timely preparation ofreliable financial information;

(vi) they have devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.

k) Auditors:

Pursuant to the provisions of section 139 of the Act and the rules framed thereafterM/s V Parekh & Associates Chartered Accountants were appointed as statutory auditorsof the Company from the conclusion of the 27th Annual General Meeting (AGM) ofthe Company held on 27th September 2014 till the conclusion of the ThirtiethAGM to be held in the Financial year 2017-2018 subject to ratification of theirappointment at every AGM.

In the terms of Section 139 of the Companies Act 2013 read with Company (Audit &Auditors )Rules 2014 the Board of Directors ratified the appointment of M/s V Parekh& Associates subject to shareholders approval at the ensuing Annual General Meeting tohold the office from conclusion of this Annual General Meeting till the conclusion of nextAnnual General Meeting on remuneration to be decided by the Board of Directors.

l) Auditors report and Secretarial Auditor report :

The auditors' report and secretarial auditors' report does not contain anyqualifications reservations or adverse remarks.

The Auditors report forms part of this Annual Report.

M/s. H. P. Sanghvi & Co. Practising Company Secretaries was appointed to conductthe Secretarial audit of the Company for the fiscal 2016 as required under section 204 ofthe Companies Act 2013 and Rules thereunder. Report of the Secretarial auditor is givenas an Annexure II which forms part of this report.

The Board has appointed M/s. H. P Sanghvi & Co. Practicing Company Secretaries assecretarial auditor of the Company for financial year 2016-17.

m) Cost Auditor:

Pursuant to Section 148 of the Companies Act 2013 read with The Companies (CostRecords and Audit) Amendment Rules 2014 the cost audit records maintained by the Companyin respect of its real estate activity is required to be audited. Your Directors had onthe recommendation of the Audit Committee appointed M/s D. R. Mathuria & Co. CostAccountants (FRN. 101535) as the Cost Auditors to audit the cost accounts of the Companyfor the FY-2016-2017 on a remuneration not exceeding Rs 75000/- (Rupees Seventy FiveThousand only) As required under the Companies Act 2013 the remuneration payable to thecost auditor is required to be placed before the Members in a General Meeting for theirratification. For the remuneration payable to M/s. D. R. Mathuria & Co. CostAccountants is included in Item No. 5 of the notice convening the Annual General Meeting.

n) Internal Auditor:

Pursuant to section 138(1) read with the Company (Accounts) Rules 2014 Mr. HiteshPanchal is appointed as the Internal Auditor of the Company under whole-time employment.The Internal Auditor conducts the internal audit of the functions and operations of theCompany and reports to the Audit Committee and Board quarterly.

o) Extract of Annual Return:

Pursuant to sub-section 3(a) of Section 134 and sub section (3) of Section 92 of theCompanies Act2013read with Rule 12 of the Company (Management and Administration)Rules2014 the extract of the Annual Return as at 31st March2016 is providedin Annexure -III in prescribed format MGT-9.

p) Particulars of loan guarantee or investments:

Details of Loans Guarantees and Investments covered under provisions of Section 186 ofCompanies Act2013 have been disclosed in the financial statements provided in AnnualReport.

q) Particulars of transactions /arrangements with related parties:

All related party transactions that were entered during the financial year were in theordinary course of the business of the Company and were on arm's length basis. There wereno materially significant related party transactions entered by the Company withPromoters Directors Key Managerial Personnel or other persons which may have a potentialconflict with the interest of the Bank.

All Related Party Transactions are placed before the Audit Committee for approval. Alsothe transactions between all the related partieseven if not under the ambit of section188 of the Act which are of repetitive nature are placed before the Audit Committee onquarterly basis for noting.

The policy on materiality of Related Party Transactions and also on dealing withRelated Party Transactions as approved by the Audit Committee and the Board of Directorsis uploaded on the website of the Company and the link for the same is http://www.aril.co.in/download/rpt-policy-ARIIL.pdf

Since all related party transactions entered into by the Company were in the ordinarycourse of business and were on an arm's length basis form AOC-2 is not applicable to theCompany.

r) Significant And Material Orders:

There are no material litigation outstanding as on March 31st 2016.

s) Corporate Social Responsibility:

The Company works primarily through its CSR trust S.S. Ajmera Foundation towardssupporting projects in promoting education providing medical aid environmentalsustainability and rural development projects.

As per Companies Act 2013all the Companies having net worth of Rs 500 crore or moreor a turnover of Rs 1000 crores or more or net profit of Rs 5 crores or more during anyfinancial year are required to constitute a CSR Committee of the Board of Directorscomprising three or more Directors atleast one of whom should be independent Director.All such Companies are required to spend 2% of the average profits of last three precedingFinancial years on CSR activities. Accordingly the Company was required to spend Rs 15.24Lakhs out of which Company has spent excess of Rs 1.48 Lakhs i.e. total amount spent bythe Company on the activities covered under Schedule VII of the Companies Act2013 is Rs16.72 Lakhs.

The brief outline of the corporate social responsibility (CSR) policy of the Companyand the initiatives undertaken by the Company on CSR activities during the year are setout in Annexure IV of this report in the format prescribed in the Companies(Corporate Social Responsibility Policy) Rules 2014.

For other details regarding the CSR Committee please refer to the corporate governancereport which forms part of this report. The policy is available on the website of theCompany (URL: http://www.aril.co.in/download/csr- policy-ariil.pdf).

t) Conservation of Energy Technology Absorption Foreign Exchange Earnings And Outgo:

(i) Conservation of Energy:

• Conserve and restore natural resources:

Portable water is a scarce natural resource in most parts of India. There is aconsiderable water consumption in the residential segment which could be conserved withappropriate methods. Water usage should be in a self sustainable manner through 3 R's -Reduce- Recycle-Reuse.

We have installed efficient water plumbing fixtures to reduce the water wastage atresidence. Also sewage water treatment plants are installed to reuse the water used influshing and landscaping. Your company supports Green building concept to enhance groundwater table and reduce municipal water demand through effective rain water management likeproviding rain water harvesting system.

• Indoor Environmental Quality:

People spend their most of their lives at home where the quality of indoor environmenthas major impact on health of the occupants. Your Company designs a green home such thatthe regularly occupied areas have access to sunlight and natural ventilation.The intent ofgreen building is to avoid air pollutants effecting indoor air quality by providingadequate outdoor air ventilation.

Many materials like paints polish coatings sealants adhesives etc used in theresidential construction contain Volatile Organic Compounds (VOC) which poses serioushealth risk to the occupants. A green building encourages materials with low VOC so as toreduce adverse health impacts on the residence.

• Energy Efficiency:

Energy efficiency is the first step towards achieving sustainability in buildings andorganizations. Energy efficiency optimizes the energy use by reducing demand in apartmentsand homes.

The Company has incorporated energy efficiency system to reduce the monthly bills whichwill subsequently result in environmental benefits.

The buildings are energy efficient by adopting various strategies like orientation ofthe building better envelope which includes type of walls type of roofs glazing typeefficient air conditioning system use of sophisticated technologies like lightingsensors motion sensors lighting controls etc.

(ii) Technology Absorption:

• Research & Development:

1. Specific areas in which R&D is being carried out by the company

a) Use of hollow blocks during construction stage for concealing Electrical conduits.

b) Use of hollow blocks/Precast members during construction stage for concealed watersupply pipes and flush tanks in toilets.

c) Using Crushed sand in flooring works thereby replacing the deplishing natural sand.

d) Under shing drainage pipes in toilets.

2. Benefits derived out of above

a) By using hollow blocks for concealing Electrical Conduits during Construction stageitself helps in lesser generation of Debris which in turns means lesser disposal ofDebris no material required for finishing the chiselled wall in the other normal way ofwork no damage to walls ensures excellent quality of work more output of work. All thisensures that due to lesser disposal we are helping Mother nature with minimal damage lessmaterial required for finishing means Savings though miniscude lesser work forcerequired for executing the Job.

b) Again the benefits are similar to (a) above apart from which by concealing theflush tanks we are giving more space in toilets to the customers lesser amount ofbrickwork for concealment of flush tank which in turn means lesser dependency on skilledwork force for brickwork/ plaster which in turns to more savings more output lesserDebris generation and disposal.

c) The deplenishing natural sand from the river beds is a greater cause of concern& by replacing natural sand with crushed sand we have ensured that this dependency onnatural sand is no longer an impedement in the progress of work & also gives goodamount of savings by use of crushed sand.

d) By using under shing drainage pipes we have tried to address the age-old issue ofleakages from concealed drainage lines in floors & customers don't have to worry aboutthe breakage of full toilet floor to address the contentious issue. By accessing thedrainage from the floor below it helps in resolving the problem in 1/5th of thetime.

• Future plan of action:

Future plan of action is to explore dry wall technology

Foam concrete on a larger scale area of application.

• Expenditure on R&D : "NIL"

• Adaptation & Innovation:

1 Efforts made in Technology absorption We have incorporated MIVAN Shuttering for Bhakti Park LED Lights Home Automation Compact plant for swimming pools.
2 Benefits derived out of above MIVAN shuttering has ensured us speed for a high rise tower Cost reduction by multiple use of the same shuttering no external plaster greater accuracy in work.
By using LED Lights we have been able to conserve the energy.
By adopting Home Automation we are able to give the customers advantages of managing their homes on Smartphones/ Tablets Saving energy etc.
3 Future plan of action We are contemplating to explore new technologies in building construction activities which shall give us more speed in lesser time thereby ensuring timely deliverables to customers.
4 Expenditure on R&D Again the expenditure of R&D in adopting MIVAN technology is "NIL" as the same is being absorbed.

iii) Foreign Exchange Earnings and Outgo:

Particulars Current Year Previous Year
Foreign Exchange Expenditure
Architect fees - 3.37
Sponsorship Fees 79.61 -
Professional Fees 14.01 -
Business Promotion Expenses 4.22 -
Commission on Sales 14.41 -
Total 112.25 3.37

u) Risk Management:

The board of directors of the Company has frame implement and monitor the riskmanagement plan for the Company. The Audit committee is responsible for reviewing the riskmanagement plan and ensuring its effectiveness. The audit committee has additionaloversight in the area of financial risks and controls. Major risks identified by thebusinesses and functions are systematically addressed through mitigating actions on acontinuing basis.

The development and implementation of risk management policy has been covered in themanagement discussion and analysis which forms part of this report.

12. DISCLOSURE REQUIREMENTS:

As per SEBI Listing Regulations Corporate Governance report with auditors' certificatethereon and Management Discussion and Analysis are attached which form part of thisreport.

13. DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013:

The Company is committed to provide healthy environment to all employees of Ajmera'sand does not tolerate any discrimination and/or harassment in any form. The Company has inplace a Prevention of Sexual Harassment (POSH) policy in line with requirements of theSexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013.

During the Financial Year 2015-16 the Company did not receive any complaints under thePOSH policy.

14. GREEN INITIATIVES:

As in previous year this year too we are sending the entire Annual Report inclusive ofNotice to all those shareholders whose email addresses are registered with the Company/Depository Participant(s) in the electronic mode. In case any member desires to have aphysical copy of the same he/she may write to the Company or send an email to investors@aimera.com.For members who have not registered email addresses physical copies are sent in theprinted mode.

ACKNOWLEDGMENTS:

Your Directors thank the various Central and State Government DepartmentsOrganizations and Agencies for the continued help and co-operation extended by them. TheDirectors also gratefully acknowledge all stakeholders of the Company viz. customersmembers dealers vendors banks and other business partners for the excellent supportreceived from them during the year. The Directors place on record their sincereappreciation to all employees of the Company for their unstinted commitment and continuedcontribution to the Company.

By Order of the Board of Directors
for AJMERA REALTY & INFRA INDIA LTD
RAJNIKANT S. AJMERA
CHAIRMAN & MANAGING DIRECTOR
Place : Mumbai DIN: 00010833
Date : 30th June 2016
Registered Office:
"Citi Mall" Link Road
Andheri (W) Mumbai - 400 053
CIN: L27104MH1985PLC035659
Email: investors@ajmera.com
Website: www.aril.co.in
Tel. No.: 022-66984000
Fax No. 022-2632 5902

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