The Board of Directors are pleased to present the CompanyRss Thirtieth Annual Reportand the CompanyRss audited financial statements (standalone and consolidated) for thefinancial year ended March 31 2017.
| || || |
(Rs in Lakhs)
|Key Financial Indicators || |
| ||2016-2017 ||2015-2016 ||2016-2017 ||2015-2016 |
|Revenue from Operations (net) ||26572.60 ||22235.07 ||29173.62 ||32936.26 |
|EBIDTA ||11334.16 ||7263.50 ||12079.20 ||9206.58 |
|Less: Finance costs ||3519.26 ||2863.49 ||3625.11 ||3099.58 |
|Less: Depreciation ||195.54 ||242.61 ||195.54 ||242.61 |
|Profit before Exceptional Items & Tax ||7619.36 ||4157.40 ||8258.55 ||5864.39 |
|Exceptional Item ||- ||- ||- ||- |
|Profit before Taxation ||7619.36 ||4157.40 ||8258.55 ||5864.39 |
|Less: Tax Expense ||- ||- ||- ||- |
|Current Tax (Net of MAT Credit) ||1523.87 ||764.02 ||1706.51 ||1306.50 |
|Profit after tax ||6095.49 ||3393.38 ||6552.04 ||4557.89 |
|Less: Minority Interest ||- ||- ||91.53 ||316.06 |
|Profit for the year ||6095.49 ||3393.38 ||6460.51 ||4241.84 |
|Opening balance in Statement of Reserves and Surplus ||35375.68 ||32870.27 ||41378.17 ||38024.29 |
|Amount available for appropriation ||41471.17 ||36263.65 ||47838.68 ||42266.14 |
|Less: Proposed Dividend ||1064.55 ||887.12 ||1064.55 ||887.12 |
|Tax on Dividend ||53.86 ||0.85 ||53.86 ||0.85 |
|Closing Balance in the Statement of Reserves & Surplus ||40352.76 ||35375.68 ||46720.27 ||41378.17 |
Highlights of CompanyRss Performance (Standalone) for the year ended 31st March 2017:
Networth increased by 12.79 % to Rs 43901.25 Lakhs.
EPS increased by 79.70 % to Rs 17.18 Lakhs.
Total Revenue increased by 19.50 % to Rs 26572.60 Lakhs.
Dividend Income increased by 79.10% to Rs 1080.00 Lakhs.
Total Assets increased by 18.46 % to Rs 115433.78 Lakhs.
Finance Cost increased by 22.90 % to Rs 3519.26 Lakhs.
Highlights of CompanyRss Performance (Standalone) for the year ended 31st March 2017:
Networth increased by 11.89 % to Rs 50268.76 Lakhs.
EPS increased by 52.38 % to Rs 18.21 Lakhs.
Dividend Income increased by 79.10 % to Rs 1080.00 Lakhs.
Total Assets increased by 14.06 % to Rs 143831.42 Lakhs.
Finance Cost increased by 16.95 % to Rs 3625.11 Lakhs.
The Board of Directors has recommended a dividend of Rs 3/- (that is 30%) per equityshare of Rs10/- each (previous year Rs 2.50 per equity share) for the financial year endedMarch 31 2017 amounting to Rs 1064.55 Lakhs towards Dividend and Rs 53.86 Lakhs towardsDividend Distribution Tax resulting in total outflow ofRs 1118.41 Lakhs. The dividendpayment is subject to approval of members at the ensuing Annual General Meeting.
TRANSFER TO RESERVES:
Your Company proposes to transfer Rs 609.55 Lakhs to the general reserve. An amount ofRs 4367.53 Lakhs is proposed to be retained in the surplus at standalone level.
CONSOLIDATED FINANCIAL STATEMENTS:
The Consolidated Financial Statements of the Company have been prepared in accordancewith relevant Accounting Standards (AS) viz. AS 21 AS 23 and AS 27 issued by theInstitute of Chartered Accountants of India form part of this Annual Report.
SUBSIDIARIES AND ASSOCIATES:
The Company has 11 subsidiaries as on March 31 2017 and
3 associate companies/joint venture companies within the meaning of section 2(6) of theCompanies Act 2013 ("Act"). There has been no material change in the nature ofthe business of the subsidiaries. Pursuant to provisions of section 129(3) of the Act astatement containing salient features of the financial statements of the CompanyRsssubsidiaries in Form AOC-1 is attached to the DirectorRss Report in Annexure-I.
During the year a wholly owned subsidiary named Radha Raman Dev Ventures PrivateLimited was incorporated on 5th October 2016 to explore the real estateexpansion.
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 CompanyRsswebsite: www.aril.co.in
HUMAN RESOURCES AND INDUSTRIAL RELATIONS:
Your company firmly believes that employees are the most valuable assets and keyplayers of business success and sustained growth. The Company continued to conduct variousemployee benefit recreational and team building programs to enhance employee skillsmotivation as also to foster team spirit. Company also conducted in-house trainingprograms to develop leadership as well as technical/functional capabilities in order tomeet future talent requirements. Industrial relations were cordial throughout the year.
PARTICULARS OF EMPLOYEES:
Information required in accordance with Section 197 (12) of the Companies Act 2013read with Rule 5(1) of The Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 and forming part of the BoardRss Report for the year ended 31stMarch 2017 is provided in Annexure II to BoardRss Report.
Further the details of person in its employment drawing remuneration in excess oflimits as defined under the provisions of Section 197 of the Companies Act 2013 readwith Rule 5(2) and 3 of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 is given in Annexure II.
STATEMENT IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THEFINANCIAL STATEMENTS:
Adequate internal control systems commensurate with the nature of the companyRssbusiness and size and complexity of its operations are in place and have been operatingsatisfactorily. Internal control systems comprising of policies and procedures aredesigned to ensure reliability of financial reporting timely feedback on achievement ofoperational and strategic goals compliance with policies procedure applicable laws andregulations and that all assets and resources are acquired economically used efficientlyand adequately protected.
MANAGEMENT DISUSSION AND ANALYSIS REPORT:
The Management Discussion and Analysis as required under Regulation 34 read withSchedule V of the Listing Regulations forms part of the Annual Report.
CORPORATE GOVERNANCE REPORT:
The Report on Corporate Governance and the Certificate of the Auditors of the Companyregarding compliance of the conditions of Corporate Governance as stipulated in Part C ofSchedule V of the Listing Regulations 2015 are enclosed as a separate section and formspart of this Report. A declaration signed by the Managing Director in regard to compliancewith the Code of Conduct by the members of the Board and Senior Management Personnel alsoforms part of this Report.
CORPORATE GOVERNANCE DISCLOSURES:
OUR CORPORATE GOVERNANCE PHILOSOPHY:
Corporate Governance is about maximizing shareholders value legally ethically andsustainably. At AjmeraRss the goal of corporate governance is to ensure fairness forevery stakeholders .We believe sound corporate governance is critical to enhance andretain investor trust. We always seek to ensure that our performance is driven byintegrity .Our Board exercises its fiduciary responsibilities in the widest sense of term.Our disclosures seek to attain the best practices in the international corporategovernance.We also endeavour to enhance long term shareholders value and respect minorityrights in all our business decisions. Our corporate governance report forms part ofAnnual Report for Fiscal year 2016-17.
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.
FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS:
In compliance with the requirements of Listing Regulations the Independent Directorshave been familiarized on the Board of the Company by the functional heads of variousdepartments of the Company which includes detailed presentations on the vision and missionof the Company its operations business plans technologies and also future outlook ofthe entire industry.
Of the familiarization programs extended to the Non-executive & IndependentDirectors are also disclosed on the Company website from time to time at:www.aril.co.in/download/famil- iarisation-programme-for-indep.dirs.pdf
The Board of Directors of the Company met 5 (Five) times during the Financial Year2016-17 and the gap intervening between 2 (two) meetings of the Board of Directors is asprescribed in the applicable provisions of the Act. The RsCorporate Governance ReportRscontains the details of the Board Meetings held during the Financial Year under review.
VIGIL MECHANISM/WHISTLE BLOWER POLICY:
The Company has established a Vigil Mechanism/ Whistle blower Policy for the employeesto report their genuine concerns or grievances and the same has been posted on theCompanyRss website www.aril.co.in/download/whistleblower- policv%20arill.pdf The AuditCommittee of the Company oversees the Vigil Mechanism.
The Company has devised a policy for performance evaluation of the Board committeesand other individual Directors (including independent Directors) which includes criteriafor performance evaluation of the non-executive Directors and executive Directors. Theevaluation process inter-alia considers attendance of the Directors at the Board andCommittee meetings acquaintance with business communicated inter- se Board Memberseffective participation domain knowledge compliance with code of conduct vision andstrategy benchmarks established by the global peers etc. which is in compliance withapplicable laws regulations and guidelines.
The Board carried out annual performance evaluation of the Board Board Committee andindividual Directors and Chair person. The Chairman of the respective Board Committeeshared the report on evaluation with the respective committee members. The performance ofeach committee was evaluated by the Board based on report of evaluation received fromrespective Board Committees.
The reports on performance evaluations of the individual Directors were reviewed by thechairman of the Board.
DECLARATIONS FROM INDEPENDENT DIRECTORS:
The Company has received necessary declaration from each Independent Director of theCompany under the provisions of section 149(7) of the Act that they meet the criteria ofindependence as laid down in section 149(6) of the Act and applicable provisions ofListing Regulations.
DIRECTORS AND KEY MANAGERIAL PERSONNEL:
There were no new Inductions in the Board of Directors of the Company for the financialyear 2016-17.
b) Retirement bv Rotation:
Pursuant to provisions of section 152(6) of the Act and the Articles of Association ofthe Company Mr. Manoj I. Ajmera (DIN:00013728) retires by rotation and being eligibleoffer himself for re-appointment at the ensuing Annual General Meeting of the Company.
Your Directors recommend that the resolution relating to the appointment of Mr. ManojI. Ajmera (who is liable to retire by rotation) as Director. Brief resume of the saidDirector is furnished along with the Explanatory Statement to the Notice to the AnnualGeneral Meeting of the Company.
c) Committees of board:
The Company has constituted the following Committees of the Board of Directors:
1. Audit Committee;
2. Stakeholders Relationship Committee;
3. Corporate Social Responsibility Committee;
4. Nomination and Remuneration Committee; and
5. Committee of Independent Directors.
The Report of Corporate Governance contains the details of the composition of each ofthe above Committees their respective role and responsibilities.
d) Key Managerial Personnel:
Mr.Manoj I.AjmeraManaging Director Mr.O.P.Gandhi Chief Financial Officer andMs.Harshini D. Ajmera Company Secretary of the Company are Key Managerial Personnel asper the provisions of Companies Act2013 and rules made thereunder.
None of the Key Managerial Personnel of the Company has resigned during the financialyear under review.
e) Pecuniary Relations:
The Company does not pay any remuneration to its NonExecutive / Independent Directorsexcept sitting fees and reimbursement of expenses for attending Meetings of the Board andof its Committees. No commission on the net profit of the Company is paid to any Director.There are no pecuniary relationships or transactions of the NonExecutive Directorsvis-a-vis the Company.
DIRECTORS REPONSIBILITY STATEMENT:
Pursuant to the requirement of clause (c) of sub-section (3) of Section 134 of theCompanies Act 2013 your Directors confirm that:
(a) in the preparation of the annual accounts for the year ended March 31 2017 theapplicable accounting standards read with requirements set out under Schedule III to theCompanies Act 2013 have been followed and there are no material departures from thesame;
(b) the Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company as at March 31 2017 and of the profit ofthe Company for the year ended on that date;
(c) the Directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;
(d) the Directors have prepared the annual accounts on a Rsgoing concernRs basis;
(e) the Directors have laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and are operatingeffectively; and
(f) The Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems are adequate and operating effectively.
a) Statutory Auditors:
M/s V Parekh & Associates Chartered Accountants having Registration No. 107488Wthe Statutory Auditors of the Company hold office till the conclusion of the 30thAnnual General Meeting of the Company. The Board has recommended the appointment of M/s.Manesh Mehta & Associates chartered accountants (Firm Regn. No. 115832W) as theStatutory Auditors of the Company in their place for a term of five consecutive yearsfrom the conclusion of the 30th Annual General Meeting of the Company till theconclusion of the 35th Annual General Meeting to be held in the year 2022 forapproval of shareholders of the Company based on the recommendation of the AuditCommittee.
Statutory AuditorsRs Observations:
The notes on financial statements referred to in the AuditorsRs Report areself-explanatory and therefore do not call for any further explanations or comments.There are no qualifications reservations or adverse remarks or disclaimer made in theAuditorsRs Report which requires any clarification or explanation.
b) Cost Auditors:
In terms of the provisions of Section 148 of the Companies Act 2013 read with theCompanies (Cost Records and Audit) Amendment Rules 2014 the Board of Directors on therecommendation of the Audit Committee has appointed M/s D R Mathuria & Co. CostAccountants as Cost Auditors of the Company for the Financial Year 201718 at aremuneration as mentioned in the Notice convening 30th Annual General Meetingfor conducting the audit of the cost records maintained by the Company subject to theratification by the Members on the remuneration to be paid to the Cost Auditor. Acertificate from them has been received to the effect that their appointment as CostAuditors of the Company if made would be in accordance with the limits specified underSection 139 and 141 of the Companies Act 2013 Act and Rules framed thereunder.
c) Secretarial Auditor and Secretarial Audit Report:
The Board had appointed M/s H P Sangvhi & Co. Company Secretaries to carry outSecretarial Audit under the provisions of Section 204 of the Companies Act 2013 for thefinancial year 2017-18. There were no qualifications reservations or adverse remarks bySecretarial Auditors of the Company. The detailed report on the Secretarial Audit isannexed as Annexure - III to this Report.
d) Internal Auditors:
Pursuant to section 138(1) read with the Company (Accounts) Rules 2014 Mr. HiteshPanchal a qualified Chartered Accountant is appointed as the Internal Auditor of theCompany under whole-time employment. The Internal Auditor conducts the internal audit ofthe functions and operations of the Company and reports to the Audit Committee and Boardquarterly.
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 March 2017 is provided inAnnexure-IV in prescribed format MGT-9.
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.
CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES:
During the year under review all the Related Party Transanctions were entered in to bythe Company in the ordinary course of business and on armRss length basis. Hence reportingin Form AOC-2 is not applicable to the Company.
SIGNIFICANT AND MATERIAL ORDER PASSED BY REGULATOR OR COURT:
There are no significant material orders passed by the Regulators / Courts / Tribunalswhich would impact the going concern status of the Company and its future operations.
CORPORATE SOCIAL RESPONSIBILITY:
Your Company has constituted a Corporate Social Responsibility Committee. The Committeeis constituted to manage and overview the Corporate Social Responsibility programs of theCompany. The Corporate Social Responsibility Policy as approved by the Board is availableat the website of the Company at the link: (URL: http://www.aril.co.in/download/csrpolicy-ariil.pdf).
The Annual Report on Corporate Social Responsibility activities is annexed herewith asAnnexure -V.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO:
Information pertaining to Conservation of Energy Technology Absorption and ForeignExchange Earnings and Outgo as provided under section 134(3)(m) of the Companies Act 2013read with Rule 8 of the Companies (Accounts) Rules 2014:
(a) Conservation of Energy
1) Steps taken or impact on conservation of energy:
Though the operations of the Company are not energy intensive efforts are made forconservation of energy on an on-going basis. The Company is not using DG set but usesalternate power lines if Mains failure. The Company has installed capacitor banks andfilters for improvement in powerfactor. It has also installed UPS CTP machines / Computers/ Image Setters on state power. Other energy conservation measures taken during thefinancial year under review includes optimization of operations of the compressors andstandby power not used when machines were not in use. The energy conservation initiativeshave resulted in improvement of power factor.
2) Steps taken for utilization of alternate sources of energy: The Company hascommenced use of LED lights to reduce energy consumption. Further the Company hasinstalled high efficiency lighting fixtures and old high power consumption light fittingshave been replaced by low power consumption light fittings.
3) Capital Investment on energy conservation equipments: NIL
(b) Technology Absorption
|1) Efforts made towards : technology absorption ||Not Applicable |
|2) Benefits derived : ||Not Applicable |
|3) Details of technology imported in last three years || |
|a. Details of technology : imported ||Not Applicable |
|b. Year of import : ||Not Applicable |
|c. Whether the technology : been fully absorbed ||Not Applicable |
|d. If not fully absorbed : areas where absorption has not taken place and the reasons thereof ||Not Applicable |
|4) Expenditure incurred on : ||Not Applicable |
Research and Development
(c) Foreign Exchange Earnings and Outgo:
During the Financial Year the foreign exchange earned in terms of actual inflows wasNIL whereas the foreign exchange in terms of actual outflows was NIL.
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.
DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION ANDREDRESSAL) ACT 2013:
The Company is committed to provide healthy environment to all employees of AjmeraRssand 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 2016-17 the Company did not receive any complaints under thePOSH policy.
GREEN INITIATIVE FOR PAPERLESS COMMUNICATIONS:
The Ministry of Corporate Affairs (MCA) has taken a "Green Initiative in CorporateGovernance" by allowing service of documents by a Company to its Members throughelectronic mode. The move of the ministry allows public at large to contribute to thegreen movement.
Keeping in view the underlying theme the Company will continue to send variouscommunications and documents like notice calling general meetings audited financialstatements directorRss report auditorRss report etc. in electronic form to the emailaddress provided by the Members to the Depositories or to the Company.
This is also a golden opportunity for every shareholder of Ajmera Realty & InfraIndia Limited to contribute to this Corporate Social Responsibility initiative of theCompany. To support this green initiative in full measure members who have not registeredtheir email addresses so far are requested to registered their e-mail addresses inrespect of electronic holdings with the Depository through their concerned DepositoryParticipant. Members who hold shares in physical form are requested to fill in theregistration form which can be obtain from CompanyRss registrar.
AWARDS AND RECOGNITIONS
During the year under review the Company was recognised as "The WorldRss GreatestBrands & Leaders 2016-17- Asia & GCC" by AsiaOne Magazine. It was awarded atthe Indo- UAE Business Summit & Social Forum organised by AsiaOne Magazine.
Nevertheless another was Luxury Developer Award of the year by Realty Fact. OurAhmedabad project also won the best project in Mid Segment category at 11thReal Estate Award by CNBC Awaaz.
These awards underline our commitment to performance excellence which will continue tobe key drivers of our growth in the years to come.
The Board of Directors state that no disclosure or reporting is required in respect ofthe following items as there were no transactions on these items during the year underreview:
1. Details relating to deposits covered under Chapter V of the Act.
2. Issue of equity shares with differential rights as to dividend voting or otherwise.
3. Issue of shares (including sweat equity shares) to employees of the Company underany scheme save and except EmployeesRs Stock Option Scheme referred to in this Report.
4. The Company does not have any scheme of provision of money for the purchase of itsown shares by employees or by trustees for the benefit of employees.
5. Neither the Managing Director nor the Whole-time Directors of the Company receiveany remuneration or commission from any of its subsidiaries.
6. No significant or material orders were passed by the Regulators or Courts orTribunals which impact the going concern status and CompanyRss operations in future.
7. No fraud has been reported by the Auditors to the Audit Committee or the Board.
8. There were no material changes and commitments affecting the financial position ofthe Company between the year ended 31st March2017 and the date of Directors Report on10th July2017
9. The Company has not bought back any of its securities during the year under review.
10 No Bonus Shares were issued during the year under review.
APPRECIATION & ACKNOWLEDGEMENTS:
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
Date : 10th July2017
New Link Road Andheri (W)