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Alchemist Realty Ltd.

BSE: 532114 Sector: Infrastructure
NSE: N.A. ISIN Code: INE646D01024
BSE LIVE 10:43 | 06 Dec 3.45 0.15
(4.55%)
OPEN

3.45

HIGH

3.45

LOW

3.45

NSE LIVE 05:30 | 01 Jan Stock Is Not Traded.
OPEN 3.45
PREVIOUS CLOSE 3.30
VOLUME 200
52-Week high 4.32
52-Week low 2.50
P/E
Mkt Cap.(Rs cr) 25.56
Buy Price 0.00
Buy Qty 0.00
Sell Price 3.45
Sell Qty 1560.00
OPEN 3.45
CLOSE 3.30
VOLUME 200
52-Week high 4.32
52-Week low 2.50
P/E
Mkt Cap.(Rs cr) 25.56
Buy Price 0.00
Buy Qty 0.00
Sell Price 3.45
Sell Qty 1560.00

Alchemist Realty Ltd. (ALCHEMISTREALTY) - Director Report

Company director report

Director's Report

To

Dear Members

Your Directors are pleased to present the 30m Annual Report on the businessand operations of the Company along with the Annual Accounts and the Auditors' Reportthereon for the financial year ended 31st March 2014. The financial highlights for theyear under review are given below:

Rs. in Lacs

Particulars 2013-2014 2012-2013
Net Sales/Income from operations 17535.80 13817.45
Other Income 253.89 4.20
Gross Profit (PBDT) 269.92 238.71
Depreciation 22.97 27.10
Provision for Taxation 86.16 78.29
Deferred Tax Asset 0.79 0.35
Net Profit (PAT) 161.58 133.67
Add: Balance brought forward from Previous Year 258.70 238.47
Profit available for appropriation 420.28 372.14
Proposed Dividend 74.10 74.10
Tax on Dividend 12.02 12.59

OPERATIONS

During the year under review Your Company has achieved a turnover of Rs17535.80 Lacs(Previous year Rs. 13817.45 Lacs) from the real estate business and earned net profit ofRs. 161.58 Lacs (Previous year Rs. 133.67 Lacs).

The prospective vision of the Company with the evaluation of the business andoperations of the Company are provided in the Report on Management Discussion and Analysisforming part of the Annual Report.

DIVIDEND

Your Directors recommended a final Dividend of 5 % (i.e. Rs. 0.10 per share) for theFinancial Year 2013-14. The Dividend if approved at the ensuing Annual General Meetingwill be paid to those shareholders whose names appear on the register of members of theCompany as on September 26 2014 within the period as prescribed underthe Companies Act2013.

FIXED DEPOSITS

Your Company has not accepted any Deposits from the public during the year 2013-14.

DIRECTORS

Mr. R.P. Chhabra Director of the Company retires by rotation at the ensuing AnnualGeneral Meeting and being eligible has expressed his willingness to be re-appointed asDirector at the ensuing Annual General Meeting. He has been on the board of the companysince 26.04.2006 and has made significant contribution in the growth and progress of thecompany to its present level. Your Board also recommends his re-appointment as Director.

In accordance with the requirement of Clause 49 of the listing agreement brief resumeof Mr. R.P. Chhabra giving detail of his expertise areas directorship and membership ofvarious committees are given in the Report on Corporate Governance that forms part of thisAnnual Report.

Mr. Pavan Kumar Verma Director of the Company retires by rotation at the ensuingAnnual General Meeting and being eligible has expressed his willingness to bere-appointed as Director at the ensuing Annual General Meeting. He has been on the boardof the company from 30.05.2013 and has made significant contribution in the growth andprogress of the company to its present level. Your Board also recommends hisre-appointment as Director.

In accordance with the requirement of Clause 49 of the listing agreement brief resumeof Mr. Pavan Kumar Verma giving detail of his expertise areas and directorship given inthe Report on Corporate Governance that forms part of this Annual Report.

Pursuant to Section 149 of the Companies Act 2013 the Board at its meeting held on 29!hMay 2014 recommended appointment of Mr. Asoke Kumar Chatterjee and Mr. Tarlochan Singh asIndependent Director of the Company not liable to retire by rotation for a period of fiveyears from the date of its 30"' Annual General Meeting subject to approval of themembers of the Company. These Directors have given the Declarations to the Board that theymeet the criteria of independence as provided under Section 149(6) of the said Act andalso confirmed that they will abide by the provisions as mentioned in Schedule IV of theCompanies Act 2013.

The Board recommends the resolutions for your approval for the above appointments.

DIRECTORS RESPONSIBILITY STATEMENT AS REQUIRED UNDER SECTION 217(2AA) OF THE COMPANIESACT 1956

The MCA vide its General circular no. 08/2014 dated April 4 2014 clarified that thefinancial statements (and documents required to be attached thereto) auditors report andBoard report in respect of financial years that commenced earlier than April 12014 shallbe governed by the relevant provisions / Schedules/ rules of the 1956 Act. In view ofthis the following information has been provided as per the provisions of the 1956 Act.

Pursuant to the provisions of section 217 (2AA) of the Companies Act 1956 yourDirectors confirm that:-

1. That in the preparation of Annual Accounts the applicable accounting standards havebeen followed along with proper explanation relating to material departures if any.

2. That the Directors had selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company as at 31stMarch 2014 and of the profit or loss of the Company for the period ended 31stMarch 2014.

3. That the Directors had taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 1956for safeguarding the assets of the Company and for preventing and detecting frauds andother irregularities.

4. That the Directors had prepared the Annual Accounts on a going concern basis.

AUDITORS AND AUDITORS REPORT

IWs K. Singh & Associates Chartered Accountants Statutory Auditors retire at theconclusion of 30h Annual General Meeting and being eligible have offeredthemselves for reappointment to hold office from the conclusion of the 30thAnnual General Meeting until the conclusion of the 33™ Annual General Meeting.

The Company has received a certificate under second & third proviso to Section 139of the Companies Act 2013 from M/s K. Singh & Associates Chartered AccountantsStatutory Auditors to the effect that their reappointment if made would be within thelimits prescribed under Section 141 (3) (g) of the Companies Act 2013 and they are notdisqualified under Sec 141 of the Companies Act 2013 read with Rule 4 (1) of theCompanies (Audit and Auditors) Rules 2014 to be reappointed as Statutory Auditors.

The Audit Committee of the Board of Directors and the Board recommends theirreappointment by members.The Statutory Auditors of the Company have submitted auditorsreport on the accounts of the Company for the accounting year ended 31s: March2014 which is self-explanatory and needs no comments.

LISTING OF EQUITY SHARES

The Company's shares are listed on the Bombay Stock Exchange Ltd. (BSE) and areactively traded. The Listing Fees forthe year2014-15 has already been paid.

SUBSIDIARY COMPANIES

As on 31s'' March 2014 the Company has one wholly owned subsidiary i.e.Alchemist Hill Resorts Private Limited and one 99% owned Subsidiary i.e. Century 21Properties India Private Limited.

A Statement pursuant to Section 212 of the Companies Act 1956 relating to subsidiaryCompanies is attached to the Directors' Report. Further as per accounting standard (AS-21)on consolidated financial statements read with accounting standard (AS-23) on accountingfor investment in associates the consolidated financial statements based on the financialstatements received from subsidiary companies as approved by their Board of Directors areattached and forms part of the Annual Financial Statements.

In accordance with General Circular No. 2/2011 dated 8th February 2011 issued byMinistry of Corporate Affairs Government of India the Balance Sheet Statement of Profitand Loss and other documents of subsidiary companies are not being attached with theBalance Sheet of the Company. The Company will make available the Financial Statements ofthe Subsidiary Companies and the related detailed information to any member of the Companywho may be interested in obtaining the same. The Financial Statements of the subsidiarycompanies will also be kept open for inspection at the Registered Office of the Companyand that of the respective subsidiary companies. The Consolidated Financial Statementspresented by the Company include the financial results of its subsidiary companies.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNING AND OUTGO.

Astatement containing necessary information required under the Companies (Disclosure ofParticulars in the Report of Board of Directors) Rules 1988 is annexed and forms part ofthis report.

CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of Corporate Governance andadhere to the Corporate Governance requirements set out by SEBI. The Company has compliedwith the applicable provisions of Corporate Governance under clause 49 of the ListingAgreement with the Stock Exchange.

A Report on Corporate Governance as stipulated under Clause 49 of the Listing Agreementforms part of the Annual Report.

The requisite Certificate from the Auditors of the Company confirming compliance withthe conditions of Corporate Governance as stipulated underthe aforesaid Clause 49 isattached to this Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion & Analysis of financial condition and results of operation ofthe Company for the year under review are given as a separate statement in this AnnualReport.

PARTICULARS OF EMPLOYEES

A statement giving necessary Information as required under Section 217 (2A) of theCompanies Act 1956 read with Companies (Particulars of Employees) (Amendment) Rules 2002as amended to date and forming part of the Directors' Report forthe year ended 31"'March 2014 is given as an Annexure to this Report.

INITIATIVES IN VIEW OF COMPANIES ACT 2013

As Companies Act 2013 and Rules made there under are in force since April 1st2014 hence your Company has taken various initiatives to comply with the new legislationi.e.

1. Formation of Nomination & Remuneration Committee by dissolving existingRemuneration Committee w.e.f. May 29h 2014.

2. Formation of Stakeholders Relationship Committee by dissolving existing InvestorsGrievances Committee w.e.f. May 29th 2014.

3. Formation of Vigil Mechanism Policy in terms of Section 177 (9) of the CompaniesAct 2013.

4. As your Board already has Ms. Kaajal Aijaz as Managing Director so the requirementof Section 149(1) which contemplates for appointment of a Women as director on Board isalready complied with.

5. Composition of your Board is as per the requirements of Section 149 of the CompaniesAct 2013 with sufficient number of Independent Directors.

6. Also reconstitution of Audit Committee is in the process as perthe requirements ofSection 177 of the Companies Act 2013.

ACKNOWLEDGEMENT

Your Directors hereby express their appreciation for the cooperation and assistancereceived from stakeholders banks valued clients and business associates. Your Directorsalso wish to place on record their deep sense of appreciation for the diligent support andefforts of the employees at all levels towards the operations and growth of the Company

By Order of the Board

For ALCHEMIST REALTY LIMITED
Sd/-
Dated: 13.08.2014 (Kaajal Aijaz)
Place: New Delhi Managing Director

ANNEXURE TO THE DIRECTORS' REPORT

Annexure 1:

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNING AND OUTGO

a) Your Company is in the real estate business and it does not own any manufacturingfacility the requirements pertaining to disclosure of particulars relating toconservation of energy research & development and technology absorption asprescribed under the Companies (Disclosure of Particulars in the Report of Board ofDirectors) Rules 1988 are not applicable. The Company is making all possible efforts toconserve the energy by adopting best practices.

b) The company has not imported any technology during the year.

c) There is Nil foreign exchange earnings and expenditure during the year under report.Annexure 2:

Information as per Section 217(2A) of the Companies Act 1956 and the Companies(Particulars of Employees) Rules 1975 forming part of the Directors* Report forthe yearended 31s1 March 2014

Name Age (Years) Designation Gross Remuneration (in lacs) Qualification Exp. (Yrs) Date of Joining Previous Employment
S S Jarry 64 Director & CEO 7079040 Electrical Engg. Engg. College Kota 41 4-Nov-IO Sweta Estates Pvt. Ltd. & Allied Companies

 

By Order of the Board
For ALCHEMIST REALTY LIMITED
Sd/-
Dated: 13.08.2014 (Kaajal Aijaz)
Place: New Delhi Managing Director

CERTIFICATION BY CHIEF EXECUTIVE OFFICER & CHIEF FINANCIAL OFFICER OF THE COMPANYUNDER CLAUSE NO. 41 & 49 OF THE LISTING AGREEMENT WITH STOCK EXCHANGE

(a) I Kaajal Aijaz the Managing Director of the company and Mr. Alok Mittal ChiefFinancial Officer of Alchemist Realty Limited do hereby certify that We have reviewedFinancial statements and Cash Flow Statements for the year ended 31st March2014 and to the best of our knowledge and belief:

i. These statements do not contain any materially untrue statement or omit any materialfact nor do they contain statements that might be misleading.

ii. These statements together present a true and fair view of the company's affairs andare in compliance with the existing accounting standards and/or applicablelaws/regulations.

(b) There are to the best of our knowledge and belief no transactions entered into bythe company during the year which are fraudulent illegal or violative of the Company'scode of conduct and do not contain any false or misleading statement or figures and do notomit any material facts which may make the statements or figures contained thereinmisleading.

(c) We accept responsibility for establishing and maintaining internal controls andhave evaluated the effectiveness of internal control systems of the company and it hasbeen also disclosed to the auditors and the Audit Committee that there are no deficienciesin the design or operation of internal controls.

(d) We have disclosed to the auditors and as well as the Audit Committee

i. Significant changes in internal control over financial reporting during the year;

ii. Significant changes in accounting policies during the year and that the same havebeen disclosed in the notes to the financial statements; and

iii. That there are no instances of significant fraud that involves management oremployees having a significant role in the company's internal control systems.

Sd/- Sd/-
Dated: 29.05.2014 (Kaajal Aijaz) (Alok Mittal)
Place: New Delhi Managing Director CFO

STATEMENT PURSUANT TO SECTION 212 OF THE COMPANIES ACT 1956

Sr. No. Particulars
1 Name of Subsidiary Alchemist Hill Resorts Private Limited Century 21 Properties India Private Limited
2 Financial Year Ending 31st March 2014 31st March 2014
3 Extent of Holding Company interest in the Subsidiary Company 100 % 99%
4 The net aggregate amount of subsidiary's company profits / losses so far they concern members of the holding company and not dealt with in holding Company's accounts:
i) For financial year of subsidiary Nil Nil
ii) For subsidiary's previous financial year since it became subsidiary Nil Nil
5 Net aggregate amount of profits of subsidiary's company after deducting its losses or vice versa
i) For financial year of subsidiary Nil Nil
ii) For subsidiary's previous financial year since it became subsidiary Nil Nil

Financial Information of Subsidiary Companies Pursuant to Section 212 (8) of theCompanies Act 1956

Sr. No Particulars Alchemist Hill Resorts Private Limited (Rs. in Lacs) Century 21 Properties India Private Limited (Rs. in Lacs)
1 Capital 1.00 100.00
2 Reserves - -
3 Total Assets 99.55 394.60
4 Total Liabilities 99.55 394.60
5 Investment - -
6 Turnover - -
7 Profit before Taxation - -
8 Provision for Taxation - -
9 Profit after Taxation - -
10 Proposed Dividend - -

 

Sd/-
Dated: 13.08.2014 (Kaajal Aijaz)
Place: New Delhi Managing Director

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