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Ajmera Realty & Infra India Ltd.

BSE: 513349 Sector: Infrastructure
NSE: AJMERA ISIN Code: INE298G01027
BSE 12:10 | 25 May 284.90 -5.25
(-1.81%)
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287.35

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289.70

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281.70

NSE 11:54 | 25 May 286.25 -4.55
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292.95

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OPEN 287.35
PREVIOUS CLOSE 290.15
VOLUME 8845
52-Week high 496.00
52-Week low 127.45
P/E 24.97
Mkt Cap.(Rs cr) 1,011
Buy Price 284.85
Buy Qty 19.00
Sell Price 285.90
Sell Qty 1.00
OPEN 287.35
CLOSE 290.15
VOLUME 8845
52-Week high 496.00
52-Week low 127.45
P/E 24.97
Mkt Cap.(Rs cr) 1,011
Buy Price 284.85
Buy Qty 19.00
Sell Price 285.90
Sell Qty 1.00

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

Company director report

DEAR MEMBERS

Your Directors have pleasure in presenting 34th Board'sReport on the business and operations of the Company ("Ajmera Realty & InfraIndia Limited") together with the Audited Standalone and Consolidated FinancialStatements for the year ended March 31 2021.

1. FINANCIAL HIGHLIGHTS:

Rs. in Lakhs

Key Financial Indicators Standalone Consolidated
2020-2021 2019-2020 2020-2021 2019-2020
Revenue from Operations 28867.70 32261.82 34671.67 34437.65
Other Income 253.03 356.05 507.38 623.17
Total Income 29120.73 32617.87 35179.05 35060.82
Total Expenditure 25964.20 28846.73 31078.95 30794.49
Associate/Joint Profit before share of profit 3156.53 3771.14 4100.10 4266.33
Venture
Share of profit Venture - - - -
Profit before Tax (PBT) 3156.53 3771.14 4100.10 4266.33
Tax Expenses 794.43 949.12 951.43 972.11
Profit After Tax (PAT) 2362.10 2822.02 3148.67 3294.22
Non-Controlling Interests - - 131.04 24.04
Other Comprehensive Income/(loss) 70.69 (16.78) 70.69 (16.78)
Total Comprehensive Income 2432.79 2805.24 3088.32 3253.40
Opening Balance in Statement of Surplus of 39606.41 37578.48 45725.02 43293.75
Profit and Loss
Amount available for appropriation 42039.20 40383.72 48813.34 46547.15
Less: Proposed Dividend 496.79 496.79 496.79 496.79
Tax on Dividend - - - -
Less : Transfer to General Reserve 243.28 280.52 308.85 325.34
Closing Balance in Statement of Surplus of Profit and Loss 41299.13 39606.41 48007.70 45725.02

2. REVIEW OF OPERATIONS Consolidated:

During the Financial Year under reviewthe consolidated turnover of theCompany is Rs. 34672 /- lakhs as against Rs. 34438/- for the previous Financial Year.The PBT stood at Rs. 4100 /- lakhs in the FY 2020-21 as compared to Rs. 4266/-lakhs in previous Financial year. Whilst the Standalone turnover stood at Rs. 28868/-lakhs as compared to Rs. 32262 /- lakhs in the previous Financial Year and PBT stood atRs. 3157/- lakhs in FY 2020-21 as compared to Rs. 3771 /- Lakhs of previous FinancialYear.

Outlook of the Company:

We are proud as well as humbled to state that in spite of everythingthe 2020-2021 journey for Ajmera is worth celebrating and being grateful for. In themidst of a continued upheaval that gravely impacted lives and crippled livelihoods acrossindustries we continued to evolve innovate and adapt to a new normal in our services andproducts. While endeavouring to realign ourselves to the changing real estate landscapeimplement adaptive growth strategies and create value for all the stakeholders wecontinued to deliver on our commitments without compromise.

We have completed FY21 with good operational performance in terms ofunits & value of area sold sales collection and debt deleveraging. We have a highvisibility of revenue growth due to our superlative operational performance combined withthe advanced completion stage of projects such as Zeon Treon and Ajmera Nucleusmid-level completion stage of project Ajmera Lugaano and initial development stage ofprojects Ajmera GreenfinityAjmera Sikova & Ajmera Nucleus C

Tower.

We further plan to launch 4 new projects 2 in Mumbai and one each inPune and Bengaluru admeasuring about 1.5 mn sq. ft. of saleable area. We are alsoconsidering new acquisitions through JV / JDA / DM model under our asset-light strategyfor inorganic growth.

Despite the challenging business environment during the year 2020-21your Company was back on track and continued its business and operations through optimumtechnology and cost efficient programs.

COVID-19 has had a catastrophic impact on people and economy globally.We in Ajmera focused on the following during this crisis:

(a) Safety of employees and other stakeholders &

(b) Ensuring continuing of the construction activity after the same waspermitted by Government with utmost security and safety precautions.

Your Company also collaborated with DR. MEENA'S MULTISPECIALTYHOSPITAL & provided COVID-19 vaccine free of cost to all its eligible employees andtheir spouse.

Your Directors wish to place on record their appreciation to theCompany's employees suppliers customers & Government authorities for theirselfless efforts who helped your Company reach normalcy in operations within few weeks oflock-down. The ownership and responsiveness shown by all the stakeholders is unparalleledand is a testimony of the spirit of this great organization.

Your Company shall review the long term impact of the pandemic and takeall steps necessary to adapt itself to emerging changes and the new normal. The detailedimpact of COVID-19 is provided in the Management Discussion & Analysis Report formingpart of this Annual Report.

3. SHARE CAPITAL

The authorized share capital of the Company is Rs. 1500000000/-(Rupees One hundred and Fifty Crores) divided into 150000000 (Fifteen Crores) no. ofequity shares of Rs. 10/- each. The issued and paid up capital of the company consist ofRs. 354848750/- (Rupees Thirty Five Crores Forty Eight Lakhs Forty Eight Thousand SevenHundred and Fifty) divided into 35484875 equity shares of Rs. 10/- each.

The Company has neither issued shares with differential rights as tothe dividend voting or otherwise nor issued sweat equity shares. There is no scheme foremployee stock option or provision of money for shares of the Company to the employees orDirectors of the Company.

The Company did not issue any bonus shares for the fiscal 2021 nor hascompany bought back any of its securities during the year under review. Also no funds havebeen raised through preferential allotment or qualified institutional placement during thefinancial year 2020-2021.

4. DEPOSITORY SYSTEM:

Your Company's equity shares are available for dematerialisationthrough National Securities Depository Limited and Central Depository Services (India)Limited. As on March 31 2021 99.88 % of the equity shares of the Company were held indematerialised form.

5. DIVIDEND

Your Directors are pleased to recommend a dividend of Rs. 1.4 /- pershare on 35484875 Equity Shares of Rs.10/- each of the Company for the Financial Year2020-21. The dividend will be paid subject to approval of members at the ensuing AnnualGeneral Meeting (AGM).

The Dividend pay-out on Equity Shares if declared as above willresult in outflow of Rs. 496.79 Lakhs.

The Register of Members and Share Transfer Books of the Company willremain closed from Saturday 11th September 2021 to Thursday 16th September 2021 (bothdays inclusive) for the purpose of Annual General Meeting to be held on Thursday16thSeptember 2021 as decided by the Board and for the payment of Equity Dividend. TheDividend if approved at the AGM will be paid to:

(a) All members whose names appear on Register of Members of theCompany as on 10th September 2021 and

(b) To those whose names appear as beneficial owner as on 10thSeptember 2021 as furnished by National Securities Depositories Ltd. and CentralDepository Services (India) Ltd for the purpose.

6. SECRETARIAL STANDARDS

The Directors have devised proper systems to ensure compliance with theprovisions of all applicable Secretarial Standards and that such systems are adequate andoperating effectively.

7. RESERVES

We propose to transfer Rs. 243.28 lakhs to the general reserve onaccount of declaration of Dividend. An amount of Rs. 41299.13 lakhs is proposed to beretained in the surplus at standalone level.

8. DEPOSITS

Your Company had no opening balance of Deposits. Your Company has notaccepted any Deposits during the Financial Year 2020-21 and as such no principal orinterest were outstanding as on March 31 2021 as per the provisions of the Companies Act2013 (hereinafter referred to as "Act") and the Rules framed there under.Further Your Company has not received any amount from the Director of the Company as perRule 2 (1) (c) (viii) Companies (Acceptance of Deposits) Rules 2014

9. LOANS AND INVESTMENTS

Details of loans guarantee and investments under the provisions ofsection 186 of the Companies Act 2013 read with the Companies (Meeting of Board and itspowers) Rules 2014 as on 31st March 2021 are set out in Notes 5 & 6 of theStandalone Financial Statements of the Company.

10. NATURE OF BUSINESS

The Company is primarily engaged in the activities of real estatedevelopment of residential and commercial projects. During the year under review there isno change in the nature of business of the Company.

11. COMPANY'S STATE OF AFFAIRS

The company's operations and financial performance is moreelaborately covered in the Management Discussion and Analysis forming part of this AnnualReport.

12. MANAGEMENT DISCUSSION & ANALYSIS

Management Discussion and Analysis as stipulated under SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 is presented in a separatesection forming part of this Annual Report. It speaks about overall industry structureglobal and domestic economic scenarios developments in business operations /performanceof the Company's various projects internal controls and their adequacy riskmanagement systems and other material developments during the financial year 2020-21.

13. CORPORATE GOVERNANCE

Our corporate governance practices are a reflection of our value systemencompassing our culture policies and relationships with our stakeholders. Integrity andtransparency are integral to our corporate governance practices to ensure that we gain andretain the trust of our stakeholders at all times. Corporate Governance is aboutmaximizing shareholders' value legally ethically and sustainably. At Ajmera ourBoard exercises its fiduciary responsibilities in the widest sense of the term. We seek toenhance long-term shareholder value and respect minority rights in all our businessdecisions. Our Corporate

Governance report for fiscal 2021 forms part of this Annual Report.

14. BUSINESS RESPONSIBILITY REPORT

Your Company has embedded in its core business philosophy the visionof societal welfare and environmental protection. Responsible business characterizes itspolicies practices and operations.

As a believer in the principle of transparency Ajmera publishes itsBusiness Responsibility Report as a part of its annual report in accordance with theSEBI (Listing Obligation & Disclosure Requirement) Regulations 2015. The BusinessResponsibility Report is also available on the Company's website: www.ajmera.com

15. SUBSIDIARIES ASSOCIATES & JOINT VENTURES

T he details of financial statements of all Subsidiaries

Associates & Joint Ventures of the Company in the prescribed FormAOC-1 "Annexure-I" forms part of consolidated financial statements incompliance with Section 129(3) of the Companies Act 2013 read with Rule 5 of theCompanies (Accounts) Rules 2014. The said format highlights the financial performance ofeach of the Subsidiaries Associates & Joint Venture companies included inconsolidated financial statements of the Company pursuant to Rule 8(1) of the Companies(Accounts) Rules 2014.

In accordance with Section 136 of the Companies Act 2013 theconsolidated financial statements along with the financial statements other documentsrequired to be attached and audited financial statements of each of the subsidiary andassociate companies are available for inspection by the members at the registered officeof the Company during business hours on all days except Saturdays Sundays and publicholidays up to the date of the Annual General Meeting (‘AGM') and the same arealso available on the website under

(https://ajmera.com/investor-corner)

Any members desirous of obtaining the copy of financial statements maywrite to the Company Secretary at the email ID: investors@ajmera.com. The Company hasformulated policy for determining material subsidiaries.

The policy may be accessed on the website of the Company (https://ajmera.com/investor-corner/pdf/policies/policy-for-determining-material-subsidiaries.pdf)

Material Unlisted Subsidiary

During the year under review your Company has one material unlistedsubsidiaries as per provision of the SEBI (LODR) Regulation 2015 which is Ajmera MayfairGlobal WLL.

Ajmera Mayfair Global Realty W.L.L 60% subsidiary of Ajmera Realty& Infra India Limited ("the Company)" has sold its entire i.e. 50% stake inGG Developers WLL (the step down subsidiary). The Company had undertaken Golden GateProject at Bahrain through its step down subsidiary. The audit committee of the companyhave reviewed the financial statements in particular the investments made Ajmera MayfairGlobal WLL during the fiscal year under the review. Also all the significant transactionsand arrangements made by Ajmera Mayfair Global WLL were brought to the notice of Board ofDirectors of the Company.

Companies which have become or ceased to be its subsidiaries jointventures or associate companies during the year:

No Company have become or ceased to be its subsidiaries joint venturesor associate companies during the year

16. CONSOLIDATED FINANCIAL STATEMENTS

As per Regulation 33 of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 and applicable provisions of the Companies Act 2013 readwith the Rules issued there under the Consolidated Financial Statements of the Companyfor the financial year 2020-21 have been prepared in compliance with applicable accountingstandards.

17. RELATED PARTY TRANSACTIONS

All contracts /arrangements/transactions entered by the Company withRelated Parties were in ordinary course of business and at arm's length basis.

During the year under review the Company has not entered into anycontracts/ arrangements/ transactions were related parties qualify as material inaccordance with the policy of the Company on materiality of related party transactions oras per the provision of Listing Regulation. Prior Omnibus Approval was granted forentering into transaction with Ajmera Cements Private Limited for purchase of cement up toRs.250000000/- and such transaction was not material transaction as per the policy ofcompany and as per Listing Regulation. All transactions with related parties were reviewedand approved by the Audit Committee and are in accordance with the Policy on Related partyTransactions formulated by the Company.

There are no materially significant related party transactions that mayhave potential conflict with interest of the Company at large.

The details of related party transactions as per Indian AccountingStandards (IND AS)-24 are set out in Note 39 to the standalone Financial Statements of theCompany.

18. DIRECTORS AND KEY MANAGERIAL PERSONNEL Composition: Board

The composition of the Board is in conformity with Section 149 of theAct and Regulation 17 of the Listing Regulations. The Board comprises of 6 (Six) Directorsout of which 3 (Three) are Executive Directors and 3 (Three) are Non-Executive IndependentDirectors.

During the year under review there was no change in the composition ofboard of directors of the company.

Key Managerial Personnel

As on 31st March 2021 following are the Key Managerialpersonnel of the Company as per the provisions of Companies Act 2013 and rules made thereunder:

Mr. Rajnikant S. Ajmera - Managing Director

Mr. Manoj I. Ajmera - Managing Director

Mr. Sanjay C. Ajmera Whole Time Director

Mr. Nitin Bavisi - Chief Financial Officer *

Ms. Harshini B. Parikh - Company Secretary

 

*Note: Mr. O.P. Gandhi retired from the post of Chief

Financial Officer w.e.f. 30th November 2020

Mr. Nitin Bavisi was appointed as Chief Financial

Officer w.e.f. 7th January 2021.

None of the Key Managerial Personnel of the

Company has resigned during the financial year under review except asmentioned above.

Retirement by Rotation and Subsequent Reappointment

In accordance with provisions of Section 152 of the Companies Act 2013read with the Companies (Appointment and Qualification of Directors) Rules 2014 and theArticles of Association of the Company Mr. Sanjay C. Ajmera (00012496) Whole-TimeDirector is liable to retire by rotation at the ensuing Annual General Meeting. The saidDirector has offered himself for reappointment and resolution for his reappointment isincorporated in the Notice of the ensuing Annual General Meeting.

In accordance with the provisions of the Companies Act 2013 read withRules issued there under the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 and Articles of Association of the Company the Independent Directors ofthe Company are not liable to retire by rotation.

19. NUMBER OF BOARD MEETINGS

Four (4) meetings of the Board of Directors were held during thefinancial year. The details of the meetings of the Board of Directors of the Companyconveyed during the financial year 2020-21 are given in the Corporate Governance Reportwhich forms part of Annual Report.

20. DECLARATION BY INDEPENDENT DIRECTORS

The independent directors of the Company have submitted the declarationof independence as required under Section 149(7) of the Companies Act confirming thatthey meet the criteria of independence under Section 149(6) of the Companies Act andRegulation 16 of Listing Regulation. The Board is of the opinion that the IndependentDirectors of the Company possess requisite qualifications experience and expertise in thefield of finance strategy auditing tax risk advisory financial services andinfrastructure and real estate industry and they hold the highest standards of integrity.

In compliance with the rule 6(1) of the Companies (Appointment andQualification of Directors) Rules 2014 all the independent directors have registeredthemselves with the Indian Institute of Corporate Affairs. Since majority of theindependent directors of the Company have served as directors or key managerial personnelin listed companies or in an unlisted public company having a paid-up share capital of Rs.10 crore or more for a period not less than 10 years they are not required to undertakethe proficiency test as per rule 6(4) of the Companies (Appointment and Qualification ofDirectors) Rules 2014.

The company has received necessary declarations from IndependentDirectors pursuant to Section 149(7) of Companies Act 2013 confirming that they fulfilthe criteria of independence as specified in Section 149(6) of the Companies Act 2013read with the Schedules and Rules issued there under as well as Regulation 16 of SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015.

21. FAMILIARIZATION PROGRAM FOR

INDEPENDENT DIRECTOR

The Company has in place a system to familiarize the IndependentDirectors with the organization its operations business technologies and on-goingevents. The details of familiarization programme are disclosed on the Company'swebsite on the web link (https://ajmera.com/investor-corner/pdf/policies/familiarisation-programme-for-independent-directors.pdf)

STATEMENT REGARDING OPINION OF THE BOARD WITH REGARD TO INTEGRITY

EXPERTISE AND EXPERIENCE (INCLUDING THE PROFICIENCY) OF THE INDEPENDENTIRECTORS APPOINTED DURING THE YEAR

Since there are no Independent Directors appointed during the yearstatement under Rule 8 (5) Companies (Accounts) Rules 2014 is not required.

22. COMMITTEE OF THE BOARD

The Company has constituted the following Statutory Committees of theBoard 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 thecomposition of each of the above Committees their respective role and responsibilities.

23. PECUNIARY RELATIONS

The Non-executive Directors including Independent Directors apart fromreceiving Directors' remuneration by way of sitting fees and reimbursement expensesfor attending Board and its Committee meetings do not have any other material pecuniaryrelationship or transactions with the Company. No commission on the net profit of theCompany is paid to

24.REMUNERATION OF DIRECTORS KEY MANAGERIAL PERSONNEL AND PARTICULARSOF EMPLOYEES

The remuneration paid to Directors is in accordance with Nomination andRemuneration Policy formulated in accordance with Section 178 of the Companies Act 2013and Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements) Regulations2015. The information required under section 197 of the Companies Act 2013 read withCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 (includingany statutory modification(s) or re-enactment(s) thereof for the time being in force ) inrespect of Directors /employees of the Company is set out in the "Annexure-II" to this report.

Further information as required as per the provisions of Section 197 ofthe Companies Act 2013 read with Rule 5(2) and Rule 5(3) of the Companies (Appointmentand Remuneration of Managerial Personnel) Rules 2014 is appended to this report as "Annexure-III".

The Managing Director of the Company has not received any remunerationor commission from any of Company's subsidiary.

25. NOMINATION AND REMUNERATION POLICY

The Company has adopted Nomination and Remuneration Policy inaccordance with the provisions of Companies Act 2013 read with Rules issued there underand SEBI Listing Regulations. The said Policy of the Company inter alia provides thatthe Nomination and Remuneration Committee shall formulate the criteria for appointment ofExecutive Non-Executive Director and Independent Directors on the Board of Directors ofthe Company and persons in Senior Management of the Company their remuneration includingdetermination of qualifications positive attributes independence of Directors and othermatters as provided under subsection (3) of section 178 of Companies Act 2013 (includingany statutory modification(s) or re-enactment (s) thereof for time being in force).

The salient features of the Policy is set out in the CorporateGovernance Report which forms part of this Annual Report. The Policy is also available onthe website of the Company (https://ajmera.com/investor-corner/pdf/policies/nomination-and-remuneration-policy.pdf)

26. PERFORMANCE EVALUATION any Director. The Company has devised apolicy for performance evaluation of the Board committees and other individual Directors(including independent Directors) which include criteria for performance evaluation of thenon-executive Directors and executive Directors. The evaluation process inter-aliaconsiders attendance of the Directors at the Board and Committee meetings acquaintancewith business communication inter-se Board Members effective participation domainknowledge compliance with code of conduct vision and strategy benchmarks established bythe global peers etc. which is in compliance with applicable laws regulations andguidelines.

The Board carried out annual performance evaluation of the Board BoardCommittee and individual Directors and Chairperson. The Chairman of the respective BoardCommittee shared the report on evaluation with the respective committee members. Theperformance of each committee was evaluated by the Board based on report of evaluationreceived from respective Board Committees.

The reports on performance evaluations of the individual Directors werereviewed by the Chairman of the Board.

27.DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement of clause (c) of subsection (3) of Section134 of the Companies

Act 2013 your Directors confirm that:

(a) In the preparation of the annual accounts for the year ended March31 2021 the applicable accounting standards read with requirements set out underSchedule III to the Companies Act 2013 have been followed along with proper explanationsrelating to material departures wherever applicable.

(b) The Directors have selected such accounting policies and appliedthem consistently and made judgments and estimates that are reasonable and prudent so asto give a true and fair view of the state of affairs of the Company as at March 31 2021and of the profit of the Company for the year ended on that date;

(c) the Directors have taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of theCompanies Act 2013 for safeguarding the assets of the Company and for preventing anddetecting fraud and other irregularities;

(d) the Directors have prepared the annual accounts on a ‘goingconcern' basis;

(e) the Directors have laid down internal financial controls to befollowed by the Company and that such internal financial controls are adequate and areoperating effectively; and

(f) the Directors have devised proper systems to ensure compliance withthe provisions of all applicable laws and that such systems are adequate and operatingeffectively.

28. AUDIT COMMITTEE

The Audit Committee is in alignment with provisions of Section 177 ofthe Companies Act 2013 read with Rules issued there under and Regulation 18 of the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015. The members of theAudit Committee are financially literate and have experience in financial management.

The Audit Committee comprises of Mr. A. C. Patel (IndependentDirector) Mrs. Aarti M. Ramani (Independent Director) and Mr. Rajnikant S. Ajmera(Whole-Time Director) Mrs. Harshini B. Parikh acts as a Company Secretary to the AuditCommittee. All recommendations made by Audit Committee were accepted by the Board ofDirectors of the Company.

29. AUDITORS AND AUDITOR'S REPORT Statutory Auditor:

M/s. Manesh Mehta & Associates Chartered Accountants (FirmRegistration No.115832W) were appointed as Statutory Auditors of the Company at the 30thAGM till conclusion of 35th Annual General Meeting

M/s. Manesh Mehta & Associates have confirmed their eligibility andqualification required under

Section 139 141 and other applicable provisions of the Companies Act2013 and Rules issued there under (including any statutory modification (s) orre-enactment (s) thereof for the time being in force).

The Auditor's report for the financial year ended 31st March2021 on financial statements of the

Company forms a part of this Annual Report. The

Auditor's Report for the financial year ended 31st March 2021does not contain any qualification reservation or adverse remark.

Cost Auditor:

The Board of Directors on recommendation made by Audit Committee haveappointed M/s. D. R. Mathuria & Co. Cost Accountants (Firm Reg. No.101535) as CostAuditor of the Company to conduct the audit of cost records for the financial year2021-22. The remuneration proposed to be paid to the Cost Auditor subject to ratificationby the shareholders of the Company at the ensuing 34th Annual General Meeting would notexceed Rs. 82500/- (Rupees Eighty Two Thousand Five Hundred) excluding taxes and out ofpocket expenses if any.

The Company has received consent from M/s D. R. Mathuria & Co.Cost Accountants to act as the Cost Auditor for conducting audit of the cost records forthe financial year 2021-22 along with a certificate confirming that they are Independentfirm of Cost Accountants and are at arm's length relationship with the Company.

Secretarial Auditor:

The Board of Directors of the Company has appointed Mrs. Shreya ShahPractising Company Secretary (Certificate of Practice No.15859) as the Secretarial Auditorto conduct an audit of Secretarial records for the fiscal 2021-22.

The Company has received consent from Mrs. Shreya Shah to act as theauditor for conducting audit of Secretarial records for the financial year ending 31stMarch 2022.

The Secretarial Audit Report along with the

Secretarial Compliance Report for the financial year ended 31st March2021 is set out in Annexure IV to this Report. In the Secretarial Audit Report andSecretarial Compliance Report the Secretarial Auditor has made remarks regarding thefollowing:

1. Clippings of Newspaper publications referring to the intimation ofBoard Meeting held to approve Financial Results for the quarter ended 30thSeptember 2020 were not submitted to the stock exchanges.

Explanation by the Board:

The clippings were inadvertently missed out to be submitted to stockexchange. However it was uploaded on Company's website.

Internal Auditor:

Pursuant to section 138(1) of Companies Act 2013 read with the Company(Accounts) Rules 2014 Mr. Hitesh Panchal a qualified Chartered ccountant is appointedas the Internal Auditor of the Company under whole-time employment. The Internal Auditorconducts the internal audit of the functions and operations of the Company and reports tothe Audit Committee and Board quarterly. He has not expressed any qualifications duringthe Audit period 2020-2021

30. REPORTING OF FRAUDS BY AUDITORS

During the year under review no instances of fraud were reported bythe Statutory Auditor of the Company under section 143 (12) of the Companies Act 2013.

31. HUMAN RESOURCES AND INDUSTRIAL RELATIONS

Your company firmly believes that employees are the most valuableassets and key players of business success and sustained growth. The Company continued toconduct various employee benefit recreational and team building programs to enhanceemployee skills motivation as also to foster team spirit. Company also conducted in-housetraining programs to develop leadership as well as technical/functional capabilities inorder to meet future talent requirements. Industrial relations were cordial throughout theyear.

32. EXTRACT OF THE ANNUAL RETURN

Pursuant to amendments in Sections 92 134(3) of the Act and Rule 12 ofthe Companies (Management and Administration) Rules 2014 requirement of the extract ofAnnual Return in Form MGT-9 is dispensed with.

Copy of the annual return is made available under the financial tab ofURL:https://ajmera.com/ investor-corner 33. RISK MANAGEMENT POLICY

The Company's management systems organisational structuresprocesses standards code of conduct and behaviours together form the system that governshow the Group conducts the business of the Company and manages associated risks. Theapproach is based on identification evaluation and mitigation of operational strategicand environmental risks disciplined risk monitoring and measurement and continuous riskassessment and mitigation measures.

The Audit committee is responsible for reviewing the risk managementplan and ensuring its effectiveness. The audit committee has additional oversight in thearea of financial risks and controls.

34. VIGIL MECHANISM

A "Vigil Mechanism Policy" for Directors and employees of theCompany is constituted to provide a mechanism which ensures adequate safeguards toemployees and Directors from any victimization on rising of concerns of any violations oflegal or regulatory requirements incorrect or misrepresentation of any financialstatements and reports etc. Audit Committee oversees the Vigil Mechanism.

The Whistle blower policy has been approved and adopted by Board ofDirectors of the Company in compliance with the provisions of 177(10) of the CompaniesAct 2013 and Regulation 22 of the SEBI (Listing Obligations and Disclose Requirements)Regulations 2015.

The same is available on the Company's website https://ajmera.com/investor-corner/pdf/policies/whistle-blower-policy.pdf

35. POLICY ON PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

Your Company has Zero tolerance towards any action on the part of anyone which may fall under the ambit of ‘Sexual Harassment' at workplace and isfully committed to uphold and maintain the dignity of every women working with theCompany. The Company has constituted an Internal Complaint Committee pursuant to theprovisions of Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013 for prevention prohibition and redressal of complaints/grievances onthe sexual harassment of women at work places. Your Directors further states that duringthe year under review there were no complaints received pursuant to the above Act.

The Company also has in place Policy on Prevention of Sexual Harassmentat Workplace is in line with the requirements of Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013.

The Company conducts sessions for employees across the organization tobuild awareness amongst employees about the policy and the provisions of Prevention ofSexual Harassment of Women at Workplace Act.

36. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company has eagerly adopted its CSR initiatives during thefinancial year ended 31st March 2021 the Company incurred expenditure of Rs.12905000/- (One crore Twenty Nine Lakhs Five Thousand Only). The CSR initiatives of theCompany were under the thrust areas of health and education.

The Company's CSR initiatives were as per the CSR Policy of theCompany available our website www.ajmera.com and in accordance with Section 135 ofthe Companies Act 2013 read with Companies (Corporate Social Responsibility Policy)

Rules 2014 and details of the same is set out in "Annexure-V"along with the amended Annual Report on CSR Activities.

37. DETAILS OF INTERNAL FINANCIAL CONTROLS RELATED TO FINANCIALSTATEMENTS

Internal financial controls represent an integral part of the riskmanagement process. These controls address among others financial and non-financialrisks. The internal financial controls were documented and augmented in day-to-daybusiness processes. Assurance on the effectiveness of internal financial controls wasobtained through management reviews self-assessment continuous monitoring by functionalexperts as well as testing by the Statutory/ Internal Auditors during the course of theiraudits. The Company uses an established Enterprise Risk Management (ERP) system to recordday to day transactions for accounting and financial reporting. The ERP system isconfigured to ensure that all transactions are integrated seamlessly with underlying booksof accounts.

The Company has adopted accounting policies which are in line with theIndian Accounting Standards notified under Section 133 of the Companies Act 2013 readtogether with the Companies (Indian Accounting Standards) Rules 2015. These are inaccordance with Generally Accepted Accounting Principles in India. Changes in policies ifany are approved by the Audit Committee in consultation with the Statutory Auditors.

The Company in preparing its financial statements makes judgments andestimates based on sound policies and uses external agencies to verify/ validate them asand when appropriate. The basis of such judgments and estimates are also audited by theStatutory Auditors and reviewed by the Audit Committee.

The Company's internal control system is commensurate with thenature size and complexities of operations.

The accounts of the subsidiary and joint venture companies are auditedand certified by their respective Statutory Auditors for consolidation.

38. AWARDS AND RECOGNITIONS

Due to pandemic there were no awards and recognitions received for theFY 2020-21.

39. MAINTENANCE OF COST RECORDS

As per Rule 8 (5) (ix) of The Companies (Accounts) Rules 2014 andSection 148(1) of Companies Act2013 the company has made and maintained cost accounts andrecords for the financial year 2020-21.

40. TRANSFER OF UNCLAIMED DIVIDEND AND SHARES TO IEPF

As per Section 124 of the Companies Act 2013 read with the InvestorEducation Protection Fund Authority (Accounting Audit Transfer and Refund) Rules 2016("Rules") all dividends remaining unpaid or unclaimed for a period of sevenyears and also the shares in respect of which the dividend has not been claimed by theshareholders for seven consecutive years or more are required to be transferred toInvestor Education Protection Fund in accordance with the procedure prescribed in theRules. Hence the Company urges all the shareholders to encash /claim their respectivedividend during the prescribed period.

Accordingly the unclaimed and unpaid dividend amounts pertaining tothe financial year 2013-14 will be transferred to the IEPF Account during financial year2021-22.

41. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION UNDERSECTION 134(3) (l) OF THE COMPANIES ACT 2013

Except as disclosed elsewhere in this report no material changes andcommitments which could affect the Company's financial position have occurred betweenthe end of the financial year of the Company and the date of this report.

42. DISCLOSURE OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THEREGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'SOPERATIONS IN FUTURE

Your Company on recommendation of its Audit Committee at its boardmeeting held on 13th January 2020 considered and approved a Scheme ofArrangement between Ajmera Realty & Infra India Limited ("the DemergedCompany") and Radha Raman Dev Ventures Private Limited (‘RRDVPL' or‘the Resulting Company') and their respective shareholders under sections 230 to232 and other applicable provisions of the Companies Act 2013 and the rules madethereunder ("Scheme"). The Resulting Company is the wholly owned subsidiary ofthe Demerged Company.

As per provisions of the Regulation 37 of the SEBI Listing Regulationsyour Company filed draft Scheme of arrangement with Stock Exchanges on 14thJanuary 2020 and received Observation Letter from Bombay Stock Exchange (BSE) &National Stock Exchange (NSE) on 26th March 2021.

The Letter confirms that BSE & NSE has no adverse observations withlimited reference to those matters having a bearing on listing/de-listing/continuouslisting requirements within the provisions of Listing Agreement enabling the company tofile the scheme with Hon'ble NCLT. Presently your Company has filed Application withHon'ble NCLT on 10th June 2021 and is awaiting directions for Shareholders Meeting.

43. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGEEARNINGS AND OUTGO

The information on conservation of energy technology absorption andforeign exchange earnings and outgo as stipulated in Section 134(3) (m) of the CompaniesAct 2013 and rules framed there under is enclosed herewith as "Annexure -VI".

44. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THEINSOLVENCY AND BANKRUPTCY CODE 2016 (31 OF 2016) DURING THE YEAR ALONG WITH THEIR STATUSAS AT THE END OF THE FINANCIAL YEAR.

During the year under review neither there is any application made norany proceedings are pending under the Insolvency and Bankruptcy Code 2016 (31 of 2016)

45. DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THETIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS ORFINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF:

During the year under review no such exercise has happened.

46. DIVIDEND DISTRIBUTION POLICY

Since your Company comes under the top 1000 companies as per MarketCapitalization Board of Directors has adopted Dividend Distribution Policy in compliancewith Regulation 43A of the SEBI Listing Regulations and the same is available athttps://ajmera.com/investor-corner/pdf/policies/ Dividend-Distribution-Policy.pdf

47. GREEN INITIATIVE

Your company has adopted green initiative to minimize the impact on theenvironment. The Company has been circulating the copy of the Annual Report in electronicformat to all those members whose email addresses are available with the Company. YourCompany appeals other Members also to register themselves for receiving Annual Report inelectronic form.

48. APPRECIATION & ACKNOWLEDGEMENTS

Your Directors would like to thank all stakeholders viz. customersshareholders dealers suppliers bankers employees and all other business associates forthe continuous support given by them to the Company and its Management. The Directorsregret the loss of life due to COVID-19 pandemic and are deeply grateful and have immenserespect for every person who risked their life and safety to fight this pandemic.

For and on behalf of the Board of Directors
For Ajmera Realty & Infra India Limited
Rajnikant S. Ajmera
Chairman & Managing Director
DIN: 00010833
Date: 2nd August 2021
Place: Mumbai

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