To the Shareholders
We are pleased to present the 33rd Annual Report on the business andoperations of the Company along with the Audited Financial Statements for the financialyear ended 31st March 2017. The financial highlights for the year under revieware given below:
|Particulars || |
Standalone Financials Highlights
Consolidate Financials Highights
| || |
( Rs in Lacs)
( Rs in Lacs)
| ||2016-2017 ||2015-2016 ||2016-2017 ||2015-2016 |
|Total Revenue ||(297.62) ||1050.91 ||297.62 ||1106.46 |
|Total Expenditure ||502.70 ||1086.71 ||680.70 ||1362.31 |
|Profit & Loss Before Exceptional item ||(800.33) ||(35.80) ||(978.33) ||(255.85) |
|Exceptional Item ||0 ||49.01 ||0 ||49.01 |
|Profit & Loss Before Tax ||(800.33) ||(84.81) ||(978.33) ||304.87 |
|Tax Expenses ||2.33 ||(9.47) ||2.33 ||(9.47) |
|Profit & Loss After Tax ||(802.67) ||(75.34) ||(980.66) ||(295.40) |
The volatility and uncertainty in the economy continued during the year. The realestate market has been among the sectors worst hit by the economic downturn which coupledwith high interest rates in the face of persistent inflation and delays in securingmandatory government approvals has kept vary homebuyers away for the last couple ofyears. Due to slow down in the markets across the world the Standalone net revenue ofyour Company was Rs 297.62 Lacs as compared to Rs 1050.91 Lacs in previous year and hasincurred a loss of Rs 802.67 Lacs against loss of Rs 75.34 Lacs in previous year. FurtherConsolidate net revenue of your Company was Rs 297.62 Lacs as compared to Rs 1106.46 Lacsin previous year and has incurred a loss of Rs 980.66 Lacs against loss of Rs 295.40 Lacsin previous year.
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.
CHANGE IN NATURE OF BUSINESS IF ANY-:
There is no change in the nature of business of the Company during the year.
DIVIDEND & TRANSFER OF RESERVE-:
Considering the continued weak operating environment in the standalone business and inview of the losses for the year no dividend is permitted to be paid to the Members forFinancial Year 2016-17 as per the Companies (Declaration and Payment of Dividend) Rules2014.There is no transfer to reserves during the financial year.
The Paid Up Equity Share Capital as on March 312017 was Rs 1482.02 Lacs (i.e.74101000 equity Shares of Rs 2 each).
During the year under review:
(a) Issue of equity Shares with differential rights : Nil
(b) Issue of sweat equity shares : Nil
(c) Issue of employee stock options : Nil
(d) Provision of money by company for purchase of its own shares by employees or bytrustees for the benefit of employees : Nil
(e) Debentures : Nil
As the members are aware the Company's equity shares are compulsorily tradable inelectronic form. As on March 31 2017 74075782 (99.96%) of the Company's total paid-upshare capital representing 74101000 shares are in dematerialized form. In view of thenumerous advantages offered by the Depository system members holding shares in physicalmode are advised to avail of the facility of dematerialization from either of thedepositories.
The Company's shares are listed on the Bombay Stock Exchange Ltd. (BSE) and areactively traded. The Listing Fees for the year 2017-18 has already been paid.
CHANGE IN REGISTRAR AND SHARE TRANSFER AGENT-:
Sharepro Services (India) Private Limited has ceased to be RTA of the Company w.e.f 22ndJuly 2016 and the new RTA Alankit Assignments Limited has been appointed w.e.f 23rdJuly 2016 of the Company.
SUBSIDIARY COMPANIES & CONSOLIDATED FINANCIAL STATEMENTS-:
As on 31st March 2017 the Company has one wholly owned subsidiary i.e.Alchemist Hill Resorts Private Limited and one Subsidiary Company i.e. Century 21Properties India Private Limited.
In accordance with Section 129(3) of the Companies Act 2013 the Company has prepareda consolidated financial statement of the Company and all its subsidiary companies whichis forming part of the Annual Report. Alchemist Hill Resorts Pvt. Ltd. did not do anycommercial activity during the financial year.
Pursuant to Section 129(3) of the Act a statement containing the salient features ofthe financial statements of the Subsidiary Companies is attached to the FinancialStatements in Form AOC-1 is annexed as Annexure -1. The Company will make available thesaid financial statements and related detailed information of the Subsidiary Companiesupon the request by any member of the Company or its Subsidiary Companies. These financialstatements will also be kept open for inspection by any Member at the Registered Office ofthe Company. The Consolidated Financial Statements presented by the Company include thefinancial statements of its Subsidiary Companies.
Your Company has not accepted deposits within the meaning of Section 73 and 76 of theCompanies Act 2013 and the Companies (Acceptance of Deposits) Rules 2014. The questionof non-compliance of the relevant provisions of the law relating to acceptance of depositdoes not arise.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS-:
Particulars of Loans given Investments made or Securities provided by the Company havebeen disclosed in the financial statements.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES-:
All related party transactions are presented to the Audit Committee and the Board.Approval is obtained for the transactions which are foreseen and repetitive in nature. Astatement of all related party transactions is presented before the Audit Committeeperiodically specifying the nature value and terms and conditions of the transactions.
Related Party Transaction Policy as approved by the Board is uploaded on Company'sWebsite at the web link i.e http:// www.alchemistrealtv.com//investors.html.
The details of the transactions with the Related Party are provided in the accompanyingfinancial statements. None of the Directors has any pecuniary relationships ortransactions vis-a-vis the Company.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNING & OUTGO-:
All possible measures have been undertaken successfully by your Company to achieve thedesired objective of energy conservation and technology absorption. Particulars of EnergyConservation Technology Absorption and Foreign Exchange Earnings and Outgo required underthe Companies (Accounts) Rules 2014 is annexed as Annexure-2.
CORPORATE SOCIAL RESPONSIBILITY-:
Since the Company does not fall under the criteria as prescribed under Section 135 (1)of the Companies Act 2013 hence the Company is not required to constitute CorporateSocial Responsibility Committee.
DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL APPOINTED/RESIGNED/RETIRED DURING THEYEAR-:
Appointment-Reappointment of Directors:
In accordance with the provisions of Section 152 of the Act and rules made there underMr. Vinay Kumar Mittal Managing Director (DIN:00287042) retires by rotation at theensuing Annual General Meeting and being eligible offers himself for re-appointment. TheBoard recommends re-appointment of Mr. Vinay Kumar Mittal at the ensuing Annual GeneralMeeting.
Changes in Directors and Key Managerial Personnel
The Board has appointed Ms. Ambika Chowdhary (DIN: 07887565) as an IndependentNon-Executive Director effective from 26th July 2017 to 25th July2022 subject to the approval of the shareholders & Mr. Ajay Arora (DIN: 02577621) asan Additional Non-Executive Director of the Company w.e.f 08th August 2017appointed as an Additional Director will hold office till the ensuing AGM and areeligible for appointment. The Company has received requisite request in writing from amember of the Company proposing the candidature of Ms. Ambika Chowdhary for the office ofIndependent Director & Mr. Ajay Arora for the office of Director. The Board recommendstheir re-appointment as an Independent Non-Executive Director & Non-Executive Directorof the Company.
During the year & thereafter following Directors resigned/ceases from the Board -
- Mr. Pavan Kumar Verma ceased to be Director with effect from 11thFebruary 2017.
- Mr. Anil Kumar Lamba ceased to be Director with effect from 6th June2017.
- Mr. Tanveer Gill ceased to be Director with effect from 6th June 2017.
The Board places on record its appreciation of the immense contribution made by aboveDirectors to the Company.
Declaration by Independent Director(s):
The Company has received declarations from all the Independent Directors of the Companyconfirming that they meet the criteria of independence as prescribed both under the Actand relevant regulation of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 with the Stock Exchanges. All Independent Directors shall hold officefor a term up to five consecutive years on the Board of a Company but shall be eligiblefor reappointment for next five years on passing of a special resolution by the Companyand disclosure of such appointment in the Board's report.
The details of program for familiarization of Independent Directors with the Companytheir roles rights responsibilities in the Company nature of the industry in which theCompany operates business model of the Company and related matters are put up on thewebsite of the Company at http://www.alchemistrealtv.com/ . All the Independent Directorsof the Company are made aware of their role responsibilities & liabilities at thetime of their appointment /re-appointment through a formal letter of appointment whichalso stipulates various terms and conditions of their engagement.
Separate Meeting of Independent Directors:
In terms of requirements under Schedule IV of the Companies Act 2013 and SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 a separate meeting of theIndependent Directors was held on March 312017.
The Independent Directors at the meeting inter alia reviewed the following:-
Performance of Non-Independent Directors and Board as a whole.
Performance of the Chairperson of the Company taking into account the views ofExecutive Directors and NonExecutive Directors.
Assessed the quality quantity and timeliness of flow of information between theCompany management and the Board that is necessary for the Board to effectively andreasonably perform their duties.
The details required pursuant to Rule 5(1) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 are provided in the Corporate GovernanceReport.
During the financial year ended 31st March 2017 6 (Six) Board Meetings and4(four) Audit Committee Meetings4(four) Stakeholders Relationship Committee Meetings and2(two) Nomination & Remuneration Committee Meeting were convened and held. The detailsof which are given in the Corporate Governance Report. The intervening gap between theMeetings was within the period prescribed under the Companies Act 2013 and SEBI (ListingObligations and Disclosure Requirements) Regulations 2015.
COMMITTEES OF THE BOARD-:
The Company's Board has the following committees:
1. Audit Committee
2. Stakeholder Relationship Committee
3. Nomination & Remuneration Committee
Details of terms of reference of the Committees Committee membership and attendance atmeetings of the Committees are provided in the Corporate Governance report forming part ofAnnual Report.
COMPANY POLICY ON DIRECTOR APPOINTMENT AND REMUNERATION-:
The Company has in place a Nomination & Remuneration Committee in accordance withthe requirements of the Companies Act 2013 read with the rules made thereunder andRegulation 19 of SEBI (Listing Obligations and Disclosures Requirements) Regulation 2015.The details relating to the same are given in Report on Corporate Governance forming partof this Report.
The Committee has formulated a policy on Director's appointment and remunerationincluding recommendation of remuneration of the Key Managerial Personnel and SeniorManagement board diversity composition and the criteria for determining qualificationspositive attributes and independence of a Director.
PREVENTION OF INSIDER TRADING-:
The Company has adopted a Code of Conduct for Prevention of Insider Trading with a viewto regulate trading in securities by the Directors and designated employees of theCompany. The Code requires pre-clearance for dealing in the Company's shares and prohibitsthe purchase or sale of Company shares by the Directors and the designated employees whilein possession of Un-Published Price Sensitive Information (UPPSI) in relation to theCompany and during the period when the Trading Window is closed. The Board is responsiblefor implementation of the Code.
ANNUAL EVALUATION OF BOARD-:
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 under Regulation 27 (2) of Securities andExchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015.
The performance of the Board was evaluated by the Board after seeking inputs from allthe Directors on the basis of the criteria such as the Board composition and structureeffectiveness of board processes information and functioning etc.
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 meetings etc. 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 Executive Directors and NonExecutiveDirectors. The same was discussed in the board meeting that followed the meeting of theIndependent Directors at which the performance of the Board its committees andindividual Directors was also discussed.
VIGIL MECHANISM / WHISTLE BLOWER POLICY/ RISK MANAGEMENT-:
In order to ensure that the activities of the Company and its employees are conductedin a fair and transparent manner by adoption of highest standards of professionalismhonesty integrity and ethical behaviour the Company has adopted a Vigil MechanismPolicy/ Whistle Blower policy.
In today's challenging and competitive environment strategies for mitigating inherentrisks in accomplishing the growth plans of the Company are imperative. The common risksinter alia are: Regulations competition Business risk Investments retention of talentand expansion of facilities. Business risk inter-alia further includes financial riskpolitical risk fidelity risk legal risk. These risks are assessed and steps asappropriate are taken to mitigate the same. The management has taken all necessary stepsto identify the elements of risks if any. The management has implemented an effective andmeaningful system to safeguard the assets of the Company. The Board has to review thebusiness plan at regular intervals and develop the Risk Management Strategy which shallencompass laying down guiding principles on proactive planning for identifying analyzingand mitigating all the material risks both external and internal viz. EnvironmentalBusiness Operational Financial and others. Communication of Risk Management Strategy tovarious levels of management for effective implementation is essential for achieving thegoals of the organisation.
INTERNAL CONTROL SYSTEM-:
Details of internal control system and its adequacy are included in the ManagementDiscussion and Analysis Report which forms part of this Report.
OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION-PROHIBITION AND REDRESSAL) ACT 2013-:
The Company has in place a Prevention of Sexual Harassment policy in line with therequirements of the Sexual Harassment of Women at the Workplace (Prevention Prohibitionand Redressal) Act 2013. An Internal Complaints Committee has been set up to redresscomplaints received regarding sexual harassment. All employees (permanent contractualtemporary trainees) are covered under this policy. During the year 2016-2017 nocomplaints were received by the Company related to sexual harassment.
Pursuant to the provisions of Section 139 of the Companies Act 2013 the tenure ofcurrent Auditors M/s K. Singh & Associates Chartered Accountants shall come to anend at the conclusion of forthcoming AGM. Accordingly Soin Associates CharteredAccountants (Firm Registration No. 010637N) have been recommended by the Audit Committeeand by the Board to be appointed as Statutory Auditors of the Company for a term of fiveconsecutive yearsto hold office from the conclusion of the ensuing 33rdAnnualGeneral Meeting until the conclusion 38th Annual General Meeting of the Companyto be held in the year 2022 subject to Annual ratification by members at every AnnualGeneral Meeting on such remuneration as may be recommended by the Audit Committee of theBoard and decided by the Board of Directors of the Company. They being eligible haveconsented and offered themselves for appointment as Statutory Auditors for conductingaudit of accounts for five consecutive Financial year starting from 2017-18.
The Company has received a certificate from Soin Associates Chartered Accountants andStatutory Auditors to the effect that their Appointment if made would be within thelimits prescribed under Section 141(3)(g) of the Companies Act 2013 and they are notdisqualified to be Appointed as Statutory Auditors.
EXPLANATION TO AUDITOR'S REMARKS-:
Your Directors wish to clarify the various points/observations/qualifications reportedby the Statutory Auditors as under:- Observation under the head of "Basis ofqualification" to the main report regarding the trade receivables more than sixmonths from the date become due for payment your Directors wish to state that the Companyhas extended credit from time to time as per the market practice for export debtors andregular follow up is being done to recover the same and the Management is confident torecover the same. Hence no estimation/provision made by the Management. However theCompany is in a process of filing the necessary suits for the recovery of the due.
In point no. (a) the head of "Emphasis of Matter" to the main reportregarding advances given to certain parties for purchase of properties in the name ofCompany. Your Directors wish to clarify that these advances are considered good as theCompany has clean title to the properties in terms of their purchase agreements. Courtmatters do tend to take time to resolve however the Company is confident of winning thecases and hence there is no need of any provision for these loans in the accounts.
In point no. (a) the head of "Emphasis of Matter" to the main reportregarding amount given to certain parties on account of franchisee fee and other expenses.Your Directors wish to state that this matter is being pursued and outcome of which is yetto be known.
In point no. (b) the head of "Emphasis of Matter" to the main reportregarding interest free unsecured loans given to two parties. Your Directors wish to statethat the Company has given these loans in accordance with agreements which inter- aliaprovide that these shall be interest free in lieu of options to convert them into equityshares at valuations which will compensate the Company for the interest component. Henceno interest has been provided as due from these borrowers in these annual accounts in viewof our contractual terms of lending.
Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Board hasappointed Mr. Puneet Sharma Whole Time Company Secretary in Practice to conductSecretarial Audit for the financial year 2016-17. The Secretarial Audit Report in FormMR-3 for the financial year ended 31st March 2017 is annexed herewith markedas Annexure- 3 to this Report. There are no qualifications reservations or adverseremarks made by the Secretarial Auditor in his report.
The Company has a separate internal audit department constituting of professionalsundertaking audit exercise.
As our Company don't fall under the Section 148 and therefore the Company is notrequired to appoint the cost auditor for the current financial year.
PARTICULARS OF EMPLOYEES-:
Information in accordance with the provisions of Section 134 (3) (q) and Section197(12) of the Act read with Rule 5(1) & Rule 5(2) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 are appended as Annexure-4 to theDirectors Report.
Your Company treats its "Human Resources" as one of its most importantassets. The Company has taken pragmatic steps for strengthening organizational competencythrough involvement and development of employees as well as installing effective systemsfor improving the productivity quality and accountability at functional levels.
During the year under review your Company enjoyed cordial relationship with workersand employees at all levels. INSURANCE-:
Your Company has taken reasonable steps to prevent risks and the Board is kept apprisedof the risk assessment and minimization procedure. The assets of the Company have beenadequately covered under insurance. The policy values have been enhanced taking intoconsideration the expanded and upgraded facilities of the Company.
EXTRACT OF ANNUAL RETURN-:
The particulars required to be furnished under Section 92(3) and Section 134(3)(a) ofthe Companies Act 2013 read with Companies(Management and Administration) Rules 2014 asprescribed in Form No. MGT-9 is annexed as Annexure - 5.
MANAGEMENT DISCUSSION & ANALYSIS REPORT-:
As required by Regulation 34 (2) of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 a detailed Management Discussion and Analysis Report ispresented in a separate section forming part of the Annual Report marked as Annexure-6.
Your Company always places major thrust on managing its affairs with diligencetransparency responsibility and accountability thereby upholding the important dictumthat an organisation's corporate governance philosophy is directly linked to highperformance.
The Company is committed to adopting and adhering to established world-class corporategovernance practices. The Company understands and respects its fiduciary role andresponsibility towards its stakeholders and society at large and strives to serve theirinterests resulting in creation of value and wealth for all stakeholders.
The compliance report on corporate governance and a certificate from K. Singh &Associates Chartered Accountants Statutory Auditors of the Company regarding complianceof the conditions of corporate governance as stipulated under regulation 27(2) andChapter IV of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 isattached herewith as Annexure-7 to this report.
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY AFTERTHE CLOSURE OF THE YEAR-:
There have been no material changes and commitments if any affecting the financialposition of the Company which have occurred between the end of the financial year of theCompany to which the financial statements relate and the date of the report. The Companyhas made an application to the Hon'ble Regional Director at Mumbai for shifting of itsRegistered Office from State of Maharashtra to National Capital Territory of Delhi. Theapplication is under process in RD Office.
DETAILS OF SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNAL-:
During the financial year no order has been passed by the authorities which impacts thegoing concern status and company's operations in future.
DIRECTORS RESPONSIBILITY STATEMENT-:
Pursuant to the provisions of Section 134(5) of the Companies Act 2013 your Directorsconfirm:-
1. That in the preparation of Annual Accounts the applicable accounting standards havebeen followed and there are no material departures;
2. That we have selected such accounting policies and applied them consistently andmade 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 31st March 2017 and ofthe losses of the Company for the period ended 31st March 2017;
3. That we 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 frauds and otherirregularities;
4. That we have prepared the Annual Accounts on a going concern basis;
5. That we have laid down internal financial controls to be followed by the Company andsuch internal financial controls are adequate and operating effectively;
6. That we have devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.
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/- ||Sd/- |
| ||(Vinay Kumar Mittal) ||(Maria Fernandes) |
|Dated : 10.08.2017 ||Managing Director ||Director |
|Place : New Delhi ||DIN: 00287042 ||DIN: 07134540 |